FORESIGHT VCT PLC — Annual Report 2025

Apr 24, 2026

Annual Report and Accounts 31 December 2025 Foresight VCT plc

Foresight VCT plc is a Venture Capital Trust aiming to provide private investors with regular dividends and capital growth from a portfolio of investments in fast‑growing unquoted companies across the UK.

Our Purpose

Key objectives

• Paying annual ordinary dividends of at least 5% of the latest announced NAV
• Developing Net Asset Value Total Return above a 5% annual target
• Maintaining a programme of regular share buybacks at a discount of no more than 7.5% to NAV
• Implementing a significant number of new and follow‑on investments, exceeding deployment requirements to maintain VCT status

Awards

Key dates

• Annual General Meeting: 4 June 2026
• Half-yearly results to 30 June 2026: September 2026
• Annual results to 31 December 2026: April 2027

www.foresightvct.com

Contents

• Introduction 2
• Financial Highlights 4
• Chair’s Statement
• Strategic Report
  • 11 Evolution of Foresight VCT plc
  • 12 Company Objectives and KPIs
  • 16 Manager’s Review
  • 30 Top Ten Investments
  • 35 Portfolio Overview
  • 38 About the Manager
  • 40 Co‑Investments
  • 43 Stakeholders and s.172
  • 53 Responsible Investment
  • 57 Risks
  • 62 Viability Statement
• Governance
  • 64 Board of Directors
  • 66 Directors’ Report
  • 72 Corporate Governance
  • 77 Audit Committee Report
  • 79 Directors’ Remuneration Report
  • 83 Statement of Directors’ Responsibilities
• Financial Statements
  • 85 Independent Auditor’s Report
  • 92 Statement of Comprehensive Income
  • 93 Reconciliation of Movements in Shareholders’ Funds
  • 95 Balance Sheet
  • 96 Cash Flow Statement
  • 97 Notes to the Accounts
  • 116 Notice of Annual General Meeting
  • 120 C Shares Dividend History and NAV Total Return
  • 121 Glossary of Terms
  • 122 Financial Conduct Authority
  • 123 Shareholder Information
  • 124 Additional Information IBC
  • Corporate Information 1

Foresight VCT plc Annual Report and Accounts 31 December 2025

Strategic Report Introduction

Financial Highlights

The Company paid a dividend totalling 10.5p per share¹ which represented a dividend yield of 16.0%¹.

• £214.0m: Total net assets as at 31 December 2025
• 71.6p: NAV per share as at 31 December 2025
• £0.5m: Increase in valuation of investments in the year ended 31 December 2025

• 10.5p: Dividends paid¹

  • 6.4p on 9 May 2025
  • 4.1p on 27 June 2025

• A special interim dividend of 6.4p per share was paid on 9 May 2025, distributing £19.3 million to shareholders.

• A final dividend of 4.1p per share was paid on 27 June 2025, distributing £12.4 million to shareholders.
• Net Asset Value (“NAV”) Total Return per share¹ for the year was 0.1%, as 10.5p in dividends were paid¹ leading to a proportionate 10.4p fall in NAV from 82.0p at 31 December 2024 to 71.6p at 31 December 2025.
• Six new investments totalling £7.8 million and twelve follow‑on investments costing £7.7 million were made during the year.
• The value of the investment portfolio fell by £8.4 million in the year to 31 December 2025. This was driven by the sale of an investment for £24.3 million and a loan repayment of £0.1 million, offset by an increase of £0.5 million in the valuation of investments, plus £15.5 million of new and follow-on investments.
• The offer for subscription launched on 14 January 2026 was closed to further applications on 4 February 2026 and raised a total of £38.6 million after expenses.
• The Board is recommending a final dividend for the year ended 31 December 2025 of 3.6p per share, to be paid on 26 June 2026.

¹ Definitions of these Alternative Performance Measures (“APMs”) can be found in the Glossary on page 121.

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Financial Highlights Key metrics

	1 year	3 years	5 years
NAV Total Return for the period shown to 31 December 2025¹	0.1%	16.5%	54.8%

	31 December 2025	31 December 2024
Total net assets	£214.0m	£222.9m
Net Asset Value per share	71.6p	82.0p
Net Asset Value Total Return during the year¹	0.1%	8.7%
Share price	65.5p	73.5p
Share Price Total Return¹,²	234.4p	233.4p
Dividends per share paid in the year¹	10.5p	11.4p
Dividend yield¹	16.0%	15.5%
Shares in issue	299,028,488	271,779,253

	2025	2024
Discount to NAV at 31 December¹	8.5%	10.4%
Average discount on buybacks¹	7.5%	7.5%
Shares issued through fundraising	29,798,633	16,683,714
Shares issued under the dividend reinvestment scheme	7,710,591	7,086,604
Shares bought back during the year under review¹	10,259,989	7,209,542
Ongoing charges ratio (based on quarterly average net assets)¹	2.1%	2.2%

¹ Definitions of these Alternative Performance Measures (“APMs”) can be found in the Glossary on page 121.
² Based on 100.0p invested in the original Ordinary Share class launched in 1997.

Place of business of portfolio companies: Key Technology, Media & Telecommunications, Industrials & Manufacturing, Healthcare, Business Services, Consumer & Leisure, Other.

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Chair’s Statement

“I am pleased to present the Company’s audited Annual Report and Accounts for the year ended 31 December 2025, and to report a dividend yield of 16.0%, including a special dividend.”

Margaret Littlejohns, Chair of Foresight VCT plc

• 54 Investments as at 31 December 2025
• £0.5m Increase in valuation of investments in the year ended 31 December 2025
• £24.4m Cash proceeds generated from disposal of investments in the year ended 31 December 2025

Overview of 2025

I am pleased to present the Company’s audited Annual Report and Accounts for the year ended 31 December 2025. After four years of strong financial returns, the Company’s performance for 2025 was flat. The Company’s Net Asset Value (“NAV”) Total Return per share was 0.1%, being the percentage difference between the Company’s NAV at the start of the year (82.0p), and the Company’s year-end NAV per share of 71.6p after adding dividends of 10.5p paid during the year.

The UK economy continued its gradual recovery in 2025, building on the modest rebound seen in 2024. Economic growth strengthened slightly, with UK GDP expanding by 1.3% over the year, but progress was slowed by ongoing global uncertainty, trade policy instability and a labour market showing signs of softening as the year progressed. Annual inflation in the UK ended 2025 at 3.4%, driven in part by elevated energy and services costs. The Bank of England continued to lower interest rates cautiously, with four small cuts from 4.75% at the beginning of 2025 to 3.75% by the end of the year.

The UK government continued to signal an intention to promote economic growth, but an increased tax burden for employers, the staged withdrawal of COVID-era business rates relief and rising labour costs all posed significant challenges for small businesses in particular. Global tensions and the uncertainty generated by radical changes to US trade tariffs created additional pressures on UK exporters and added volatility to markets. Both domestic and international concerns, particularly unpredictable US foreign policy and continuing geopolitical conflicts in Ukraine and the Middle East, have weighed on the markets during the year.

Against this backdrop, the Company’s diversified portfolio demonstrated relative resilience in challenging circumstances. While several consumer‑facing investee companies continued to face headwinds from persistent cost‑of‑living pressures, others gained from sector-specific momentum and delivered robust profit growth. The Manager has worked closely with those facing tougher conditions, while helping stronger performers capitalise on favourable market niches. We are encouraged by a slowly recovering M&A market and have benefited recently from some very profitable exits.

The overall robust performance of the Company over the longer term demonstrates the advantages of a generalist VCT and well-diversified portfolio. The Board and the Manager continue to pursue a strategy for the Company which includes the following four key objectives:
* Paying annual ordinary dividends of at least 5% of the latest announced NAV
* Developing Net Asset Value Total Return above a 5% annual target
* Maintaining a programme of regular share buybacks at a discount of no more than 7.5% to NAV
* Implementing a significant number of new and follow-on investments, exceeding deployment requirements to maintain VCT status

The Board and the Manager believe that these key objectives remain appropriate and the Company’s performance in relation to each of them over the past year is reviewed in more detail below.

Net Asset Value and dividends

The net assets of the Company decreased moderately over the period from £222.9 million at 31 December 2024 to £214.0 million at 31 December 2025. This was following the payment of both an ordinary and special dividend, costing the Company £31.7 million in total (including shares allotted under the dividend reinvestment scheme). After the particularly successful realisation of Hospital Services Group Limited, the Board declared a special interim dividend of 6.4p per share, which was paid on 9 May 2025. In addition, a final dividend in relation to the year ended 31 December 2024 of 4.1p per share was paid on 27 June 2025.

At the end of 2025, nearly three quarters of the Company’s assets were invested, and the Board believed it would be in the Company’s best interest to raise further funds to provide liquidity for its activities in 2025 and beyond. On 14 January 2026, the Company launched an offer for subscription to raise up to £40.0 million through the issue of new shares. The offer was closed to applications on 4 February 2026 having raised gross proceeds of £40.0 million, £38.6 million after expenses.We would like to thank those existing shareholders who supported the offer and welcome all new shareholders to the Company. The exit of Hospital Services Group Limited generated proceeds of £24.3 million at completion. Since initial investment, the investment returned to the Company a total of £27.1 million, with potential for up to £1.0 million of deferred consideration over the coming years. This is an exceptional achievement from an initial investment of £3.3 million and represents a cash-on-cash multiple of 8.3 times.

The NAV Total Return per share from an investment in the Company’s shares made five years ago is 54.8%, or an average of 11.0% per annum, which is well above the minimum target return set by the Board of 5% per annum. Exceeding this target is at the core of the Company’s current and future portfolio management objectives. Adding back the 30% upfront income tax relief and subtracting the maximum fees paid by direct investors on entry and the 7.5% discount on buyback, an initial investment of £10,000 made on 1 January 2021 would have yielded £16,432 five years later, assuming dividends were reinvested when paid. This represents a tax-exempt gain of £6,432 over five years or an average return of 12.9% per annum, not including a potential further £1,981 tax credit receivable on dividends reinvested. An illustration of this calculation can be seen on page 9.

The Board is recommending a final dividend for the year ended 31 December 2025 of 3.6p per share, to be paid on 26 June 2026 based on an ex‑dividend date of 11 June 2026, with a record date of 12 June 2026. At the year end, amounts available for distribution totalled £74,167,000 (2024: £73,735,000). The Company continues to achieve its target dividend yield of 5% of NAV, which was set in 2019 in light of the change in portfolio towards earlier‑stage, higher‑risk companies, as required by the VCT rules. The Board and the Manager hope that this level may continue to be exceeded in future by payment of additional special dividends as and when particularly successful portfolio disposals are achieved.

5 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements Chair’s Statement

Investment performance and portfolio activity

A detailed analysis of the investment portfolio performance over the period is given in the Manager’s Review. In brief, during the year under review, the Manager completed six new investments in a range of sectors, and twelve follow-on investments costing £7.8 million and £7.7 million respectively. The Company also realised one investment very successfully, as described above, and exited two challenged businesses within the portfolio, being Biotherapy Services Limited and Vio Healthtech Limited, for nil proceeds. The Company also received a £0.1 million loan repayment from Positive Response Corporation Ltd. Further details of these particular investments and realisations can be found in the Manager’s Review on pages 17 to 22.

The Company and Foresight Enterprise VCT plc have the same Manager and share similar investment policies. The Board closely monitors the extent and nature of the pipeline of investment opportunities and is reassured by the Manager’s confidence in being able to deploy funds without compromising quality and to satisfy the investment needs of both companies.

Responsible investing

The analysis of environmental, social and governance (“ESG”) issues is embedded in the Manager’s investment process, and these factors are considered key in determining the quality of a business and its long-term success. Central to the Manager’s responsible investment approach are five ESG principles that are applied to evaluate investee companies, acquired since May 2018, throughout the lifecycle of their investment, from their initial review and acquisition to their final sale. Every year, the portfolio companies are assessed and progress is measured against these principles. More detailed information about the process can be found on pages 53 to 56 of the Manager’s Review.

Buybacks

During the period, the Company repurchased 10,259,989 shares for cancellation at an average discount of 7.5%, in line with its objective of maintaining regular share buybacks at a discount of no more than 7.5% to the prevailing NAV per share. The Board and the Manager consider that the ability to offer to buy back shares at this level of discount is fair to both continuing and selling shareholders and continues to help underpin the discount to NAV at which the shares trade. Share buybacks are timed to avoid the Company’s closed periods. Buybacks will generally take place, subject to demand, during the following times of the year:

• April, after the Annual Report has been published
• June, prior to the half‑yearly reporting date of 30 June
• September, after the Half-Yearly Report has been published
• December, prior to the end of the financial year

Management charges, co-investment and performance incentive

The annual management fee is an amount equal to 2.0% of net assets, excluding cash balances above £20.0 million, which are charged at a reduced rate of 1.0%. This is in line with the prior year. This has resulted in ongoing charges for the period ended 31 December 2025 of 2.1%, which is at the lower end of the range when compared to recent cost ratios of competitor VCTs.

Since March 2017, co-investments made by the Manager and individual members of the Manager’s private equity team have totalled £1.6 million alongside the Company’s investments of £131.2 million. The co‑investment scheme requires that the individual members of the team invest in all of the Company’s investments from that date onwards and prohibits selective “cherry picking” of co-investments. The Board believes that the co‑investment scheme aligns the interests of the Manager’s team with those of shareholders and has contributed to the gradual improvement in the Company’s investment performance.

In addition to the co‑investment scheme, a performance incentive scheme has been in place since 2023. This scheme, in brief, is based on the Company’s investment performance over a rolling five-year period, over which the NAV Total Return per share needs to exceed a hurdle of 25.0% before any performance fee each year can be earned. The annual fee is subject to a cap of 1.0% of the closing NAV at the end of the five-year period. More details on the calculation of the performance fee can be found in note 13 of this report. A total of £2.2 million has been accrued as an estimate of the performance fee due in respect of this financial year, based on the Company’s performance over the last five years and capped at 1% of the closing NAV. Over this period, I am very pleased to report that the NAV Total Return per share was 55.6% before any performance incentive provision, representing an average of 11.1% each year.

Board composition

The Board continues to review its own performance and undertakes succession planning to maintain an appropriate level of independence, experience, diversity and skills in order to be in a position to discharge its responsibilities. 2025 has seen some planned changes to the composition of the Board. I will be retiring from the Board at our AGM in June 2026, having joined the Board in 2017 and served as Chair since 2021.

6 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements Chair’s Statement

Board composition

I am very pleased to announce that the Nomination Committee has recommended Patricia (“Patty”) Dimond to succeed me as Chair, and this appointment has been approved by the Board. Patty will provide valuable continuity, having already served on the Board for more than four years, with the last two years as Chair of the Audit Committee. Her extensive experience and her service to this Board and those of other listed companies have proven to the Board that she will make an excellent and committed Chair and will be ably supported by her fellow Directors and the Foresight team. The Board has approved Dan Sandhu to succeed Patty as Chair of the Audit Committee. As part of this succession planning, the Board was delighted to appoint Denise Hadgill as a Non-Executive Director in November 2025.

Shareholder communication

We were very pleased to meet with some shareholders in person during the year at both the investor forum event in May and the AGM in June. These investor events have proven very popular with our shareholders in the past and provide the opportunity to learn first-hand about some of our investee companies from their founders and management. We are assessing options to enhance our shareholder engagement going forward.

Annual General Meeting

The Company’s Annual General Meeting will take place at the Company’s registered office on 4 June 2026 at 2pm, and we look forward to meeting as many of you as possible in person. Please refer to the formal notice on pages 116 and 117 for further details in relation to the format of this year’s meeting. All resolutions will be decided on by a poll, so we would encourage you to submit your votes by proxy ahead of the deadline of 2pm on 2 June 2026. Please forward any questions by email to InvestorRelations@foresightgroup.eu in advance of the meeting.

Changes to upfront income tax relief on VCTs

It was announced in the November 2025 budget that the upfront income tax relief on VCT share subscriptions would be reduced from 30% to 20% from 6 April 2026. Dividends and capital gains from VCT shares would still remain tax-free. At the same time, the government proposed increased investment limits for companies in Great Britain that raise funds through VCTs. The impact of these changes on the VCT market is as yet unknown.While the drop in tax relief on VCT shares is unwelcome and initially may reduce fundraising, particularly in the 2026/27 year, we believe that VCT shares still offer significant tax benefits in a landscape with fewer other tax planning solutions than before. Nonetheless, the Company will continue to lobby against this tax change and emphasise the important role that VCTs have played within the economy by funding young businesses, driving innovation and creating jobs.

Outlook

The UK economy entered 2026 already facing challenges, with growth expected to remain modest after momentum softened in the latter half of 2025. However, the joint US and Israeli attack on Iran at the end of February and the spread of conflict within the Middle East have created greater uncertainty for the UK economy. Fears of prolonged disruption to oil production and transportation have caused a sudden surge in oil prices and, if sustained, will increase inflation, soften consumer demand and curb business spending.

Before the start of the war, inflation was projected to ease towards the Bank of England’s 2% target by mid‑2026, but now further interest rate cuts are likely to be delayed and monetary policy is expected to remain cautious. Consumer confidence and business investment were already fragile, with private sector investment forecast to contract in 2026 amid reduced profitability, weaker real income growth and tighter fiscal pressures. In addition, uncertainties surrounding the long‑term credibility and consistency of the government’s fiscal policies have the potential to unsettle financial markets further.

These volatile economic conditions may prove challenging for our investee companies, which are unquoted, small, early‑growth businesses and therefore are more exposed to fluctuations in demand, labour constraints and limited liquidity compared with larger-listed companies. Nonetheless, the Company’s portfolio remains highly diversified by number of holdings, sector, geography and stage of development and has already demonstrated resilience through recent macroeconomic and geopolitical volatility. This diversified approach continues to provide some insulation against market turbulence and supports our confidence in the portfolio’s ability to navigate the environment ahead.

Periods of uncertainty can also present opportunities for entrepreneurial, high‑growth businesses to challenge established market dynamics. The UK remains an attractive environment for innovation, and the Manager continues to see a healthy pipeline of potential investments, both new and follow-on, sourced nationwide through its regional network. Fundraising at the start of 2026 provided the Company with the resources to capitalise on emerging opportunities while maintaining pricing discipline.

Overall, we believe that the Company’s generalist and diversified investment strategy leaves it well positioned to face the many challenges of 2026 and continue to generate long‑term value for shareholders, even as the wider economic environment remains uncertain.

Margaret Littlejohns
Chair
13 April 2026

7 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Date	Dividend per share	Dividend per share (rebased)¹
27 June 2025	4.1p	1.6p
9 May 2025	6.4p	2.4p
28 June 2024	11.4p	4.3p
18 August 2023	4.0p	1.5p
30 June 2023	4.4p	1.7p
21 October 2022	4.0p	1.5p
24 June 2022	4.5p	1.7p
25 June 2021	3.7p	1.4p
19 June 2020	3.3p	1.3p
3 May 2019	5.0p	1.9p
4 May 2018	5.0p	1.9p
29 September 2017	4.0p	1.5p
3 April 2017	5.0p	1.9p
1 April 2016	7.0p	2.7p
13 March 2015	6.0p	2.3p
14 March 2014	10.0p	3.8p
14 June 2013	5.0p	1.9p
23 March 2012	7.5p	2.9p
17 June 2011	5.0p	1.9p
29 May 2009	1.0p	0.7p
7 March 2008	5.0p	3.4p
26 May 2006	0.5p	0.5p
5 July 2004	52.0p	52.0p
22 September 2003	8.0p	8.0p
30 June 2003	0.5p	0.5p
8 May 2000	100.0p	100.0p
6 August 1999	1.0p	1.0p
29 January 1999	3.2p	3.2p

Total dividends paid: 209.4p
NAV per share based on 100.0p invested at launch: 27.3p
NAV Total Return per share based since inception on 100.0p invested at launch: 236.7p

In addition to these details, holders of the original C Share class (which became the current Ordinary Shares in January 2007) have received total dividends as set out on page 120.

1. To get an accurate NAV Total Return per share in relation to the original Ordinary Share class launched in 1997, we have rebased dividends and NAV to account for the merger of the original Ordinary Share class and the C Share class in January 2007 (conversion ratio of 0.688075647795) and the subsequent reconstruction of the merged share class (this being the current share class) in March 2011 (conversion ratio of 0.554417986).

Chair’s Statement 8 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Investment returns over a five-year period after accounting for expenses and tax relief

Description	Increase	Decrease	Total
Amount invested on 1 Jan 2021			10,000
Fees on entry ²		(450)
30% VCT tax relief ³	3,000
Interest on VCT tax relief ³	493
Value of dividends reinvested ⁴	6,602
Capital gains post dividends		(2,164)
7.5% discount on buyback		(1,049)
Investment proceeds on 31 Dec 2025 ⁵			16,432

1. Based on an initial investment on 1 January 2016.
2. Fees on entry are assumed to be 4.5% which is the maximum fee paid by direct investors.
3. 30% VCT tax credit is assumed to be received on 1 January 2022 and invested at the weighted average Bank of England base rate for the period.
4. Dividends are assumed to be reinvested through the dividend reinvestment scheme (“DRIS”).
5. Note this does not include a potential additional £1,981 of VCT tax credit due after five years on dividends reinvested.

Chair’s Statement 9 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

11 Evolution of Foresight VCT plc
12 Company Objectives and KPIs
16 Manager’s Review
30 Top Ten Investments
35 Portfolio Overview
38 About the Manager
40 Co‑Investments
43 Stakeholders and s.172
53 Responsible Investment
57 Risks
62 Viability Statement

Strategic Report 10 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Evolution of Foresight VCT plc

Foresight Group is one of the longest‑serving VCT managers in the industry, launching the first Foresight managed VCT in 1997.

• 1997: Foresight VCT (formerly Foresight Technology VCT plc) was launched in November 1997, initially raising £10.9 million through an issue of ordinary shares (original Ordinary Shares) for investment in technology‑focused companies.
• 1999: A separate class of C Shares was launched in 1999, initially raising £32.6 million.
• 2007: In January 2007, the original Ordinary Share and C Share classes were merged into one class of Ordinary Shares and the Company was renamed Foresight VCT plc.
• 2010: Foresight VCT and Foresight 2 VCT raised £12 million of Planned Exit Shares in the 2009/10 tax year.
• 2011: In March 2011, Keydata Income VCT 1 plc and Keydata Income VCT 2 plc were merged into the Ordinary Share class of Foresight VCT plc.
• 2011: In March 2011, a reconstruction of the Ordinary Shares took place to rebase the NAV per share to 100p.
• 2012: Foresight VCT and Foresight 2 VCT raised more than £30 million in the 2011/12 tax year through the launch of a new Infrastructure Share class.
• 2015: On 18 December 2015, following shareholder approval, Foresight 2 VCT plc was merged into Foresight VCT plc, creating the then third largest VCT in the UK.
• 2017: The Company completed the sale of all investments in the Planned Exit Share class and the Infrastructure Share class. These were wound up, with final distributions made to shareholders on 29 December 2017.
• 2018: Since 24 January 2018, the Company has comprised one single class of share, the Ordinary Shares.
• 2026: On 4 February 2026, the Company closed its latest offer for subscription after raising £38.6 million after expenses.

11 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Company Objectives and KPIs

Objective	Progress against objective	KPIs
Paying annual ordinary dividends of at least 5% of the latest announced NAV	• The final dividend for the year ended 31 December 2024 of 4.1p per share was paid on 27 June 2025 based on an ex‑dividend date of 12 June 2025, with a record date of 13 June 2025. • A special interim dividend following the successful realisation of Hospital Services Group of 6.4p per share was paid on 9 May 2025 based on an ex-dividend date of 17 April 2025, with a record date of 22 April 2025. • This total payout exceeded the minimum target dividend per share of 5% of the NAV per share of 81.8p as at 12 March 2025. • This target was set in 2019 in light of the change in the portfolio towards earlier‑stage, higher‑risk companies, as required by the current VCT rules.	4.1p Final dividend paid 27 June 2025 (28 June 2024: 4.4p) 6.4p Special dividend paid 9 May 2025 (28 June 2024: 7.0p)
Developing Net Asset Value Total Return above a 5% annual target	• The NAV of the Company fell from £222.9 million as at 31 December 2024 to £214.0 million as at 31 December 2025. • During the year, the NAV per share decreased by 12.7% from 82.0p at 31 December 2024 to 71.6p at 31 December 2025.
* The NAV Total Return per share from an investment made five years ago is 54.8%, equivalent to 11.0% per annum, which is above the minimum target return set by the Board of 5% per annum.

Metric	Value
Movement in NAV Total Return	0.1% (31 December 2024: 8.7%)
NAV per share with cumulative dividends added over 5 years	114.1p (31 December 2024: 117.3p)

12 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Company Objectives and KPIs

Objective: Implementing a significant number of new and follow‑on qualifying investments, exceeding deployment requirements to maintain VCT status

• During the year, the Manager completed six new investments and twelve follow-on investments, costing £7.8 million and £7.7 million respectively. Details of each of these new portfolio companies can be found in the Manager’s Review.
• This level of new investment was in line with the Board’s expectations.
• The Board and the Manager believe that a significant number of new and follow‑on investments can be achieved in 2026 as the ongoing economic difficulties are already presenting unique investment opportunities.

KPI	Value
New investment deployment in the year to 31 December 2025	£7.8m (31 December 2024: £8.3m)
Follow-on investment deployment in the year to 31 December 2025	£7.7m (31 December 2024: £6.0m)

Objective: Maintaining a programme of regular share buybacks at a discount of no more than 7.5% to NAV

• During the year, the Company repurchased 10,259,989 shares for cancellation at an average discount of 7.5%.
• The Board has a current objective of maintaining a programme of regular share buybacks at a discount of no more than 7.5% to the prevailing NAV per share.

KPI	Value
Number of shares bought back in the year to 31 December 2025	10,259,989 (31 December 2024: 7,209,542)
Average discount on buybacks in the year to 31 December 2025	7.5% (31 December 2024: 7.5%)

13 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Investment objective

To provide private investors with regular dividends and capital growth from a portfolio of investments in fast‑growing unquoted companies in the UK.

Performance and key performance indicators (“KPIs”)

The Board expects the Manager to deliver a performance which meets the objectives of the Company. The KPIs covering these objectives are growth in Net Asset Value per share and dividend payment, which, when combined, give a positive overall NAV Total Return. Additional Alternative Performance Measures (“APMs”) reviewed by the Board include the sum of expenditure incurred in the ordinary course of business, after removal of any performance incentive fees paid during the year, expressed as a percentage of the average of the quarterly net assets throughout the year in accordance with the AIC’s recommended guidance.

KPIs and APMs allow performance comparisons to be made between VCTs. A record of some of these indicators is contained in the Key metrics section on page 3 and the Company Objectives and KPIs section on pages 12 to 15. The ongoing charges ratio for the year was 2.1% of net assets. Further detail of the Company’s KPIs and APMs can be found in the Glossary of Terms on page 121.

A review of the Company’s performance during the financial year, the position of the Company at the year end and the outlook for the coming year is contained within the Manager’s Review. The Board assesses the performance of the Manager in meeting the Company’s objectives against the primary KPIs and APMs highlighted above.

Investments in unquoted companies at an early stage of their development will involve some disappointments. However, investing the Company’s funds in companies with high‑growth characteristics, with the potential to become strong performers within their respective fields creates an opportunity to provide investors with regular dividends and capital growth.

Strategies for achieving objectives

Investment policy

The Company will target investments in UK unquoted companies, which it believes will achieve the objective of producing attractive returns for shareholders.

Investment securities

The Company invests in a range of securities including ordinary and preference shares, loan stock, convertible securities, fixed-interest securities and cash. Unquoted investments are usually structured as a combination of ordinary shares and loan stock.

UK companies

Investments are primarily made in companies which are substantially based in the UK, although many will trade overseas. The companies in which investments are made must satisfy a number of tests set out in Part 6 of the Income Tax Act 2007 to be classed as VCT qualifying holdings.

Asset mix

The Company aims to be significantly invested in growth businesses, subject always to the quality of investment opportunities and the timing of realisations. Any uninvested funds are held in cash and a range of permitted liquidity investments.

Risk diversification and maximum exposures

Risk is spread by investing in a number of different businesses within different industry sectors at different stages of development, using a mixture of securities. The maximum amount invested in any one company, including any guarantees to banks or third parties providing loans or other investment to such a company, is limited by VCT legislation to 15% of the Company’s investments (which includes cash) by VCT value at the time of investment.

Investment style

Investments are selected in the expectation that value will be enhanced by the application of private equity disciplines, including an active management style for unquoted companies through the appointment of an investor director to investee company boards.

Borrowing powers

The Company is permitted by its Articles to borrow an amount not exceeding a sum equal to the adjusted capital and reserves (being the aggregate of the amount paid up on the issued share capital of the Company and the amount standing to the credit of its reserves). The Company does not currently borrow, and the Board has no plans to do so.

14 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Strategies for achieving objectives (continued)

Other funds managed by Foresight Group

The Company may invest alongside other funds managed or advised by the Manager. Where more than one fund is able to participate in an investment opportunity, allocations will generally be made based on the Manager’s allocation policy, other than scenarios where a fund has a pre‑existing investment where the incumbent fund will have priority. Implementation of this policy, which has been submitted to and approved by the Board, will be subject to the availability of monies to make the investment and other portfolio considerations, such as the portfolio diversity and the need to maintain VCT status.

The Manager provides investment management services or advice to Foresight Enterprise VCT plc, Foresight Technology VCT plc, Foresight Ventures VCT plc, Foresight Nottingham Fund LP, Foresight Regional Investment LP, Foresight Regional Investment II LP, Foresight Regional Investment III LP, Foresight Regional Investment IV LP, Foresight Regional Investment V LP, Foresight Regional Investment VI LP, Foresight Regional Investment VII LP, Foresight Regional Fund VIII LP, IFW‑ Equity LP, MEIF ESEM Equity LP, Scottish Growth Scheme – Foresight Group Equity Partners LP, NI Opportunities II LP, Foresight West Yorkshire Business Accelerator LP, Foresight SYPA LP, Foresight Inheritance Tax Solutions, Enhanced Inheritance Tax Solutions, Foresight Solar Fund Limited, Foresight Environmental Assets Group Limited, Foresight Energy Infrastructure Partners S.C.Sp, Foresight Energy Infrastructure Partners II S.C.S.Sp, Foresight Group S.c.a. Sicav‑sif, AIB Foresight SME LP, FP Foresight Sustainable Future Themes Fund, FP Foresight Global Real Infrastructure Fund, FP Foresight Sustainable Real Estate Securities Fund, FP Foresight UK Infrastructure Income Fund, WHEB Asset Management LLP, Liontrust Diversified Real Assets fund, Cromwell Foresight Global Sustainable Infrastructure Fund, Thames Ventures EIS, Foresight WAE Technology EIS Fund, Foresight Italian Green Bond Fund, FP Foresight Diversified Real Assets Fund, FP WHEB Sustainability Impact Fund, WHEB Sustainable Impact Fund, Lyxor SEB Impact Fund, Pengana WHEB Sustainable Impact Fund and WHEB Environmental Impact Fund.

VCT regulation

The investment policy is designed to ensure that the Company continues to qualify and is approved as a VCT by HMRC. Amongst other conditions, the Company may not invest more than 15% of its total investments and cash by VCT value, at the time of making the investment, in a single company and must also have at least 80% by VCT value of its investments and cash throughout the period in shares or securities in qualifying holdings and must invest 30% of funds raised in qualifying holdings within 12 months of the end of the year in which those funds were raised. In addition, in aggregate, 70% of a VCT’s qualifying investments (30% for investments made before 6 April 2018 from funds raised before 6 April 2011) by VCT value must be in ordinary shares which carry no preferential rights to assets on a winding up or to dividends (apart from certain non-cumulative fixed preferential rights). For each individual investment, a minimum of 10% of the investment must be in ordinary shares of that company.### Dividend policy
The Board will endeavour to pay annual dividends of at least 5% of the NAV per share based on the latest announced NAV per share. The aim of the Board and the Manager is for future investment performance to support this level of distribution by growing the Total Return per share above an annual 5% target. This level of dividend may be supplemented by the payment of additional “special” dividends as and when particularly successful portfolio disposals are made.

Share buyback policy

It is the Company’s policy, subject to adequate cash availability and distributable reserves, to consider repurchasing shares when they become available in order to help provide liquidity to the market in the Company’s shares at a discount of no more than 7.5% to the prevailing NAV per share.

15 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements Manager’s Review

Portfolio summary

The portfolio is diversified by sector, transaction type and maturity profile. Details of the ten largest investments by valuation, including an update on their performance, are provided on pages 30 to 34.

In the year to 31 December 2025 the value of investments held at 31 December 2025 increased £0.5 million in the year. In aggregate, the value of unquoted assets reduced due to a successful realisation and a loan repayment, generating £24.4 million of cash. This was offset by the addition of £15.5 million of new and follow-on investments. Overall, the portfolio has performed reasonably well despite uncertainty in the wider market, notably significant geopolitical issues, the UK budget and tariffs.

In line with the Board’s strategic objectives, the Manager remains focused on growing the Company through further development of Net Asset Value Total Return. Although in the year under review, the Company fell short of this target with a Net Asset Value Total Return of only 0.1%, the average annual total return over five years of 11.0% shows that the Company remains broadly on track over a longer time horizon.

Portfolio diversification

Sector	Sector by cost	Sector by valuation
Technology, Media & Telecommunications	46%	37%
Healthcare	20%	19%
Business Services	15%	16%
Industrials & Manufacturing	12%	16%
Consumer & Leisure	7%	7%
Other	0%	5%

As at 31 December 2025, the Company’s portfolio comprised 54 investments with a total cost of £109.4 million and a valuation of £158.2 million.

16 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements New investments

Manager’s Review

Although the UK M&A market had begun to improve in the latter half of 2025, supported by falling inflation and interest rates, the landscape has shifted following the outbreak of war in Iran and the resulting disruption to global oil supply chains, rising energy prices and heightened inflationary pressures. These factors, together with ongoing disruption from AI and other emerging technologies, require careful consideration when assessing new investment opportunities and in managing portfolio companies.

The Manager has continued to invest in its deal origination capabilities and identified a large number of potentially attractive investment opportunities during the year. Over the course of 2025, six new investments were completed, investing a total of £7.8 million. New investments were across healthcare, manufacturing, marketing and tech-enabled services. Behind these, there continues to be a strong pipeline of opportunities that the Manager expects to convert during the next 12 months. Follow-on investments totalling £7.7 million were also made in twelve existing investee companies.

Ad Signal Limited

In March 2025, the Company completed a £1.5 million investment into Ad Signal, a provider of digital content management software for the media and entertainment industry. The company’s founder has strong technical skills and significant experience in developing content management solutions. The investment will enable the company to develop further tools to support its customers and add further blue-chip clients. To support these growth ambitions, the Manager invited Tom Toumazis MBE to join the team as Non-Executive Chair. Tom brings a wealth of experience in the media and entertainment industry, as well as being involved with several early‑stage technology businesses.

Aircards Ltd

In August 2025, the Company completed a £1.5 million investment into Aircards, a specialist technology‑led augmented reality (“AR”) marketing agency, delivering end‑to‑end immersive experiences to a range of international blue-chip clients. Aircards has a strong core agency offering, supported by two potentially exciting technology products. The investment will help fund continued growth, professionalise operations and commercialise a scalable product set.

Bloemteknik Limited

In October 2025, the Company invested £0.9 million into Bloemteknik, a Cardiff-based provider of precision light-emitting diode (“LED”) lighting systems for commercial greenhouses and vertical farms. The company was founded in 2023 by two former General Electric horticulture executives and has since built a reputation for best‑in‑class product performance. The investment will support the commercialisation of a proprietary software platform and further penetration into existing and new geographies.

MyWay Digital Health Ltd

In August 2025, the Company invested £1.5 million into MyWay Digital Health, a UK-based digital health company delivering a leading diabetes self-management platform. Spun out from the University of Dundee in 2017, MyWay Digital Health empowers patients and clinicians through integrated personal health records, real‑time device data and tailored education. The investment will enable the company to accelerate growth, enhance operational capacity and position itself for a strategic exit.

17 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements New investments Manager’s Review

AsiaVerify Limited

In December 2025, the Company invested £0.7 million into AsiaVerify, an intelligence platform that provides data and insights into more than 447 million entities across 13 Asian jurisdictions. The platform is used by global businesses performing Know Your Business and Anti‑Money Laundering checks when engaging with merchants and suppliers in Asia. The investment will allow continued product development and expansion of the marketing and sales teams.

EnterpriseJungle, Inc

In November 2025, the Company invested £1.7 million into EnterpriseJungle, trading as EnterpriseAlumni, a category leader in corporate alumni engagement software. The software provides a platform for global enterprises to build branded alumni communities that drive rehire and referral hiring, brand advocacy and network‑led business development. The investment will help scale the business and accelerate growth initiatives.

18 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements Follow-on investments

Manager’s Review

Given the size of the portfolio, the number of follow-on investments relative to new deals remains high, a trend that is expected to continue. These follow-on investments are to support further growth initiatives for companies within the portfolio, or to support them through a period of challenging trading. The Manager is pleased to report that, despite continuing macroeconomic uncertainty and stubbornly high interest rates, the portfolio remains resilient overall.

The Manager has made follow‑on investments in twelve companies during 2025, totalling £7.7 million. Further details of each of these are provided here. The additional equity injections in the year were used to support further growth plans, such as launching new products and providing cash headroom for further growth. In view of the economic outlook, which remains challenging, the Manager continued to be vigilant about the health of the rest of the portfolio and the need for follow‑on funding over the coming months.

Fourth Wall Creative Limited

In March 2025, the Company completed a £1.0 million follow-on investment into Fourth Wall Creative. Fourth Wall Creative provides fan engagement services to Premier League and Championship football clubs and other sporting organisations via its technology platforms. It also designs, sources and fulfils membership welcome packs and related products. The investment will support the continued growth and development of the business.

Evolve Dynamics Limited

In March 2025, the Company invested £0.6 million into Evolve Dynamics. The investment will support the company’s working capital and research and development initiatives as the business continues to target both private and public sector contracts. Evolve develops and manufactures Unmanned Aircraft Systems and, since investment, it has developed and begun to commercialise two new systems.

Loopr Ltd

In February 2025, the Company completed a £1.5 million follow‑on investment into Loopr (trading as “Looper Insights”), a company providing data analytics to content distributors and video-on-demand streaming services. The investment will support the company’s next phase of product development, the growth of the sales and business development teams, and continue the rollout to new and existing customers internationally, including regulators, multinationals and local media outlets.

Nano Interactive Group

In January 2025, the Company made a £0.8 million follow-on investment into Nano Interactive Group. The Company made its initial investment in 2020 to support growth in sales and marketing operations, continued product development and the establishment of an operation in the US.This latest investment is expected to support additional features for the newly launched “LIIFT” platform, which will enable the company to reach a broader global customer base.

Nano Interactive Group Limited

Foresight VCT plc Annual Report and Accounts 31 December 2025

Strategic Report

Introduction

Governance

Financial Statements

Manager’s Review

Follow-on investments

In April 2025, the Company completed a £0.2 million investment into NorthWest EHealth (“NWEH”). This was followed by a further £0.3 million in May 2025. NWEH is a provider of technology‑enabled clinical trials services to the pharmaceutical and life sciences sectors, leveraging NHS electronic health records. The investments during the year will enable NWEH further cash runway to convert an important commercial opportunity, which has since commenced.

NorthWest EHealth Limited

In May 2025, the Company completed a £0.9 million follow-on investment into HomeLink Healthcare. The Company first invested into HomeLink in March 2022 and completed a follow-on investment in March 2024. The business partners with the NHS and private hospitals to provide patients with wound care, physiotherapy and intravenous therapies in their own homes. HomeLink is also a leader in remote patient monitoring practices and offers a virtual ward solution, which has now saved the NHS over 150,000 hospital bed days. The investment will support the organic expansion of the company.

HomeLink Healthcare Limited

In March 2025, the Company completed a £0.9 million follow-on investment into Ten Health Holdings, alongside a £0.2 million co-investment from senior management. This funding will primarily be used to launch a new franchise model and enable Ten Health Holdings to establish a presence in locations across the UK, specifically beyond London, and internationally.

Ten Health Holdings Limited

In July 2025, the Company completed a further investment of £0.1 million in Strategic Software Applications, trading as Ruleguard. Ruleguard is a SaaS regulatory compliance platform for financial services institutions. The investment will enable Ruleguard to continue to invest in its team and secure high‑quality SaaS revenues from a growing customer base.

Strategic Software Applications Ltd

20 Foresight VCT plc Annual Report and Accounts 31 December 2025

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Introduction

Governance

Financial Statements

Manager’s Review

Follow-on investments

In December 2025, the Company invested £0.5 million into Weduc Holdings, a software business providing a communication platform into the education sector. The new funding will accelerate growth and support product‑led growth initiatives.

Weduc Holdings Limited

In July and November 2025, the Company completed two follow-on investments totalling £0.6 million in Sprintroom, which trades as Sprint Electric. The business designs and manufactures drives for controlling electric motors in light and heavy industrial applications, as well as recovering and reusing otherwise lost energy. The investment will be used to drive continued revenue growth and develop further iterations of the new product range.

Sprintroom Limited

In September 2025, the Company completed a further investment of £0.1 million into Navitas Group. The company uses a combination of hardware and software to provide a complete food safety management solution to hospitality sector customers. The investment will support the company’s efforts to expand its commercial capabilities and further develop the platform.

Navitas Group Limited

In September 2025, the Company invested a further £0.2 million into Kognitiv Spark, a developer of augmented reality software that enables the remote sharing of critical data to on-site employees. Developed specifically for industrial communications, the company’s core product offers superior performance in terms of data compression and visualisation. The funding will be used to expand the management team and explore new commercial opportunities.

Kognitiv Spark Inc

21 Foresight VCT plc Annual Report and Accounts 31 December 2025

Strategic Report

Introduction

Governance

Financial Statements

Manager’s Review

Realisations

The M&A climate has proved more challenging recently in light of the macroeconomic conditions of relatively high interest rates and geopolitical uncertainty. Despite this, the Manager was pleased to report a particularly strong realisation, as well as the disposal of some of the more challenged businesses within the portfolio. The Manager continues to engage with a range of potential acquirers of several portfolio companies and to carefully consider the timing of exit for each. Demand remains for high-quality, high‑growth businesses from both private equity and trade buyers.

In January 2025, the Company completed its sale of Hospital Services Group Limited (“HSL”), a provider of high-quality healthcare equipment and consumables. The transaction generated proceeds of £24.3 million at completion and £2.8 million in interest over the life of the investment, with a further £0.5 million in deferred consideration recognised in debtors at the period end. This implies a return and IRR of 8.3 times the original investment and 25.7% respectively. HSL provides equipment to a growing number of customers on both sides of the Irish Sea, with over 500 medical facilities supported in 2024. Since investment, HSL has seen strong organic growth and has made eight strategic bolt‑on acquisitions, most notably in Ireland. The exit is reflective of Foresight’s commitment to supporting sustainable growth.

Hospital Services Group Limited

In March 2025, the Company exited its holding in Biotherapy Services Limited (“BTS”) to management for nil proceeds. Despite promising early clinical results, BTS struggled to complete its Phase IIB trial of its RAPID gel product within its funding runway. The trial was significantly hampered by COVID-19, with diabetic trial participants needing to shield. BTS was fully written off in December 2022.

Biotherapy Services Limited

In August 2025, the Company announced the sale of Vio Healthtech to Ultrahuman, an Indian smart-ring technology company, for nil value after the business failed to build commercial traction. Vio Healthtech was fully written off in December 2022 and the sale will allow the technology to continue to support women with their fertility goals under new ownership.

Vio Healthtech Limited

22 Foresight VCT plc Annual Report and Accounts 31 December 2025

Strategic Report

Introduction

Governance

Financial Statements

Manager’s Review

Realisations in the year ended 31 December 2025

Company	Detail	Accounting cost at date of disposal (£)	Proceeds¹ (£)	Realised gain/(loss) (£)	Valuation at 31 December 2024 (£)
Hospital Services Group Limited²	Full disposal	3,320,000	24,312,939	20,992,939	26,249,171
Biotherapy Services Limited	Full disposal	2,220,408	—	(2,220,408)	—
Vio Healthtech Limited	Full disposal	1,683,627	—	(1,683,627)	—
Positive Response Corporation Ltd	Loan repayment	100,000	100,000	—	100,000
Total disposals		7,324,035	24,412,939	17,088,904	26,349,171

1. Proceeds on exit excluding interest, dividends and exit fees where applicable.
2. Excludes £0.5 million of deferred consideration recognised within debtors as at 31 December 2025.

23 Foresight VCT plc Annual Report and Accounts 31 December 2025

Strategic Report

Introduction

Governance

Financial Statements

Pipeline

At 31 December 2025, the Company had cash reserves of £55.2 million, which will be used to fund new and follow-on investments, buybacks, dividends and corporate expenditure. The Manager is seeing a strong pipeline of new opportunities, with several opportunities in due diligence or in exclusivity stages, with further deal completions expected to be announced in the months to follow.

Despite falling inflation and interest rates, debt remains expensive by recent standards, and the Bank of England has not reduced interest rates at the speed expected. On the global level, uncertainty remains with the Russia–Ukraine conflict ongoing, a new widespread conflict in the Middle East and ongoing tensions between China and the West. These conflicts are likely to disrupt supply chains and create volatility in the medium term. These conditions make equity investment attractive for SMEs, wishing to strengthen their balance sheets and manage uncertainty.

The Manager continues to see an attractive pipeline of opportunities and does not see this changing in the medium term. The Company is able to access these opportunities through its wide and proprietary network across the country, delivered by its network of regional offices. The Manager considers the Company’s strategy to be well suited to market volatility, due to its balanced mix of companies across sectors and stages, experienced investment team and network of high-quality non-executives.

Manager’s Review

In January 2026, the Company made a £0.7 million follow-on investment into Resi Design, a technology-enabled architectural business that manages structural home improvement projects from concept through to planning, design, build and sign-off. This latest investment is expected to support the refreshed management team in implementing an improved business plan.

Resi Design Limited

Post-year-end activity

In February 2026, the Company completed a £1.6 million follow‑on investment into Fourth Wall Creative to support the continued growth of the business. For further details on Fourth Wall Creative Limited, please see page 33.

Fourth Wall Creative Limited

In February 2026, the Company completed a £0.4 million follow‑on investment into Sprintroom, which trades as Sprint Electric. The business develops and produces drives used to control electric motors across both light and heavy industrial applications, while also enabling the recovery and reuse of energy that would otherwise be wasted. The investment will support ongoing revenue growth and the development of additional iterations within the new product range.### Sprintroom Limited
In February 2026, the Company invested £2.0 million into SAMP Technology Holdings, a technical engineering consultancy with a bespoke asset performance management and risk analysis software platform. The platform enables customers to plan predictive and preventative maintenance events, reducing plant stoppages, extending useful lives and improving return on investment for the equity owners. The investment will help scale the business and aid in a software platform rollout.

SAMP Technology Holdings Limited

In February 2026, the Company completed a £0.3 million follow-on investment into Evolve Dynamics Limited (“Evolve”). The investment will support the company’s working capital and research and development initiatives as the business continues to target both private and public sector contracts. Evolve develops and manufactures Unmanned Aircraft Systems and since investment, it has developed and begun to commercialise two new systems.

Evolve Dynamics Limited

24 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Key portfolio developments

Material changes in valuation, defined as increasing or decreasing by £1.0 million or more since 31 December 2024, are detailed below. Updates on these companies are included below, in the Post-year-end activity section on page 24, or in the Top Ten Investments section on pages 30 to 34.

Key valuation changes in the year

Company	Valuation methodology	Net movement (£)
NorthWest EHealth Limited	Discounted revenue multiple	2,682,424
Aquasium Technology Limited	Discounted earnings multiple	1,765,812
Hexarad Group Limited	Discounted revenue multiple	1,631,903
Mizaic Ltd	Discounted revenue multiple	1,171,180
Aerospace Tooling Corporation Limited	Discounted earnings multiple	1,146,381
TLS Management Limited	Net assets	(1,187,585)
Cinelabs International Ltd	Discounted earnings multiple	(1,384,884)
Nano Interactive Group Limited	Discounted revenue multiple	(1,678,487)
Rovco Limited	Nil value	(2,006,306)
Fourth Wall Creative Limited	Discounted revenue multiple	(2,507,951)

Manager’s Review 25 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Manager’s Review

Cinelabs provides non‑creative, post‑production services to film and TV and commercial production houses globally for those shooting on both analogue film and digitally. It also offers restoration and archiving services to owners of film archives.

31 December 2025 update
The company saw a slight decrease in revenue due to an expected large contract not crystallising in the summer months but recovered well to deliver a profitable year. Cinelabs is also considering a number of acquisitions to broaden its service offering with complementary services.

Cinelabs International Ltd

Aerospace Tooling Corporation Limited (“ATL”) provides specialist inspection, maintenance, repair and overhaul (“MRO”) services for components in high-specification aerospace and industrial turbine engines. A core focus for ATL is in “legacy” components and engines that are still in widespread use but have ceased production and do not have easily available spare parts. The company also provides services on a wide range of “in production” turbines, providing a cost-effective alternative to expensive replacement parts.

31 December 2025 update
Throughout 2025, ATL implemented a series of cost‑reduction measures, enhanced quality and operational efficiency on the factory floor, and introduced significant price increases across its customer base. These actions collectively enabled the business to return to profitability. The company also invested heavily in new CAPEX, which secured a major new order. The Manager remains supportive of the business as it continues to grow its customer base and expand its service offering.

Aerospace Tooling Corporation Limited

Rovco, trading as Beam, was established in 2015 by CEO Brian Allen as a provider of subsea infrastructure surveying services, primarily for offshore wind.

31 December 2025 update
Despite positive interest from investors in a large growth funding round at the beginning of 2025, this failed to materialise, leaving the company insolvent. As such, after thoroughly exploring all options, the directors resolved to put the company into administration at the end of April 2025.

Rovco Limited

Mizaic has developed MediViewer, an electronic document management solution for healthcare providers. Mizaic helps digitise and provide a single interface to provide easy access to archived, paper‑based patient records and is supporting the transition to a paperless NHS.

31 December 2025 update
Across 2025, Mizaic has continued to grow its core business, onboarding additional NHS trusts during the year on to the MediViewer platform and growing underlying annual recurring revenue. Mizaic completed the acquisition of an early‑stage, two‑person AI healthcare company in October, which adds a new workflow offering to Mizaic’s product suite.

Mizaic Ltd

26 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Outlook

2025 was another year of measured recovery in the UK economy, although global volatility remains given the geopolitical environment. Inflation remained at historically normalised levels, with the CPI index rising by 3.2% in the year. This trend led to several interest rate reductions by the Bank of England over the course of the year, totalling 1% and resulting in a base rate of 3.75%. UK GDP growth was estimated at 1.3%, an improvement on 2024, which was low by global standards but in line with other mature economies. Fourth quarter GDP growth was 0.1%, so momentum is limited heading into 2026.

UK GDP performance is expected to be the second strongest in the G7 according to the IMF after the US, where growth is underpinned by investment in AI among other factors. However, inflation remains high compared with other countries. The FTSE 100 performed strongly in 2025, rising by 24%, outstripping growth seen by other developed stock markets, such as the S&P 500. This strong performance has been attributed to robust earnings and dividends and continued overseas interest in UK assets. This trend has continued so far in 2026 with improving economic conditions, whilst other tech-heavy indices have suffered from the higher volatility experienced in those sectors. CPI growth in January fell further to 3.0%.

At the macro level, volatility and uncertainty remain. The geopolitical landscape remains strained, with the Russia– Ukraine conflict entering its fifth year and a new conflict erupting in the Middle East, as well as continuing tensions between the West and China. Further widespread tariffs have recently been imposed by the US under the current, impulsive administration. The narrative around global investment in AI and the impact this may have on the labour market is driving further volatility in markets.

There is room for some optimism, however, as the UK continues to be a global leader in key sectors such as technology, life sciences and financial services. The UK has a strong culture of innovation, driven by leading universities and attracting top global talent. There is a strong and established network of support for growing young companies, and world-class universities continue to nurture exciting spin-outs. Multinationals continue to see the UK as an attractive place to invest and grow their businesses, and the anticipated increase in the capital gains tax rate did not materialise. While the UK government has delivered sharp tax rises, many of which have impacted SMEs, the expectation is that tax rises for the remainder of this government should be modest.

2025 represented the strongest year for M&A in the UK since the pandemic. Despite the performance of the FTSE 100, valuations of UK companies generally lag behind those of US and European counterparts, making them attractive targets for international acquisition. This makes the UK an attractive place to invest, with well‑trodden exit routes to US and European buyers a feature of the market. The Company has continued its strong recent exit track record with the sale of Hospital Services Group to a trade buyer, generating 8.3x money. The exits of Biotherapy Services and Vio Healthtech, conversely, show the risk inherent in making early-stage investments. These exits allowed the Company to return material value to shareholders in the year, paying dividends of 10.5p per share. This represents a dividend yield of an attractive 16%, exceeding the Company’s target.

Overall NAV Total Return was 0.1%, with the Company returning most of the realised gains made in the year to shareholders. The Company retains a portfolio that is well balanced across sectors and stages, with some companies delivering strong profitability, whilst other earlier‑stage investments continue to display strong growth. The Manager continues to work closely with portfolio companies to manage leverage and navigate the various challenges posed by external factors.

2026 was forecast to demonstrate marginal improvements across several fronts, with a slightly improved GDP forecast, lower inflation, and consequently lower interest rates. However, the emergence of the Iran US war and subsequent oil price shock seems likely to drive inflation and interest rates upwards, reduce consumer and business confidence and potentially push the UK into recession. That said, the UK is an attractively valued market compared to certain other countries. The Manager is reasonably pleased with the performance in the year, with the Company navigating the economic and geopolitical uncertainty well, particularly with the strong realisation of Hospital Services Group.The Company’s strong performance over the medium and long term has maintained its position in the VCT market, enabling a highly successful fundraise which will provide further capital to continue the Manager’s track record of delivering value from investments and supporting portfolio companies. The portfolio remains diversified and resilient to macroeconomic headwinds, supported by a collaborative, hands‑on approach from the Manager.

James Livingston on behalf of Foresight Group LLP
Co-Head of Private Equity
13 April 2026

Manager’s Review

27 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Key insights

Consumer
* December 2019: Initial investment date
* £2.5m: Foresight VCT plc commitment
* £9.5m: Total Foresight Group LLP commitment (£2.5 million of investment made by Foresight VCT plc, £2.5 million by Foresight Enterprise VCT plc and £4.5 million by other Foresight funds)

Founded in Leeds by two brothers in 2013, Professionals At Play (“PAP”) is an operator of competitive socialising bars (Roxy Ball Room and Roxy Lanes) and family-friendly bowling venues (King Pins and Star Pins) across the UK. The venues offer a range of entertainment facilities including pool tables, ping-pong, bowling, shuffleboard, mini golf, arcade gaming and karaoke, along with high-quality food and drink options.

Since investment, the company has expanded from eight venues across four Northern English cities to 28 sites across the UK today, including successful expansion into London, Scotland, and most recently, Northern Ireland. Recent rollout has focused on the family-friendly King Pins and Star Pins sites, with seven venues opening across the past 18 months.

PAP was awarded “Multi Site Operator of the Year” at the Competitive Socialising Awards 2024 and founders Matt and Ben Jones were awarded the “Special Achievement Award” by the Northern Restaurant & Bar Hospitality Power List in 2024.

Professionals At Play key facts

Name	Professionals At Play Ltd
Location	Leeds
Website	www.professionalsatplay.co.uk
Stage	Income stage

Professionals At Play Ltd Case Study

28 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Loopr Ltd, trading as “Looper”, provides advertising data analytics to film and TV content distributors and video-on-demand (“VoD”) streaming services. In a laboratory setting, similar to a data centre, the company uses a combined hardware and software solution to analyse the content advertised across connected devices, including smart TVs, set-top boxes and games consoles.

Looper’s products have two key functions: accuracy and comparative analysis. For the former, Looper’s technology confirms if advertising platforms are displaying the correct artwork and content at the right time and in the right places. This allows Looper’s customers to hold advertising platforms accountable and facilitates any correction of errors rapidly, which can commonly occur. The latter function allows for customers to utilise their advertising budget as efficiently as possible by tracking various things such as the total share of prime locations purchased by the platform.

At the time of investment, Looper already had large contracts with international players and has a proven track record of rapidly scaling engagements. Growth is focused on both the acquisition of new customers and continued upselling. Near-term goals include growing the new sports product and deepening relationships with regulators.

Looper key facts

Name	Loopr Ltd
Location	London
Website	www.looperinsights.com
Stage	Growth stage

Case Study Loopr Ltd

Key insights Technology
* September 2023: Initial investment date
* £3.2m: Foresight VCT plc commitment
* £6.5m: Total Foresight Group LLP commitment (£3.2 million by Foresight VCT plc and £3.3 million by Foresight Enterprise VCT plc)

29 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Top Ten Investments

By value as at 31 December 2025

1. Aquasium Technology Limited

• Cambridgeshire: www.aquasium.com
• Sector: Industrials & Manufacturing

Aquasium manufactures, services and refurbishes electron beam welding (“EBW”) and laser welding equipment. EBW is a reliable and efficient method of joining together a wide range of metals, producing clean, high-integrity joints.

31 December 2025 update
Aquasium had a strong year in 2025, with revenues and profits growing ahead of 2024. Whilst the current environment is causing softer trading in the core business, growth was driven by the sale of EBFLOW machines (a local vacuum electron beam welding system). In addition to this, the company generated increased spares and servicing revenue, as well as an uptick in revenue from pre‑sample sales from the testing of EBFLOW and EVFLOW.

Initial investment	October 2001
Amount invested (£)	1,930,000
Accounting cost (£)	333,333
Valuation (£)	12,216,481
Basis of valuation	Discounted earnings multiple
Equity held (%)	33.3%
Income received in the year (£)	—
Cash returned up to 31 December 2025 (£)	4,401,092

£’000	Year ended 31 Dec 2024	Year ended 31 Dec 2023
Sales	14,403	13,830
Profit before tax	2,212	1,431
Retained profit	1,712	1,091
Net assets	9,915	8,187

2. Spektrix Limited

• London: www.spektrix.com
• Sector: Technology, Media & Telecommunications

Spektrix is an enterprise software company, providing ticketing, customer relationship management, marketing and fundraising software in the performing arts sector across the UK, Canada and the US.

31 December 2025 update
Spektrix delivered continued growth in the year, primarily driven by strong subscription revenues in the US and Canada. The company expanded its international footprint, opening an office in Sydney which is performing well. Spektrix continues to invest in long-term product development, launching additional technical functionality, as well as in its people.

Initial investment	December 2018
Amount invested (£)	6,909,811
Accounting cost (£)	5,204,440
Valuation (£)	11,708,545
Basis of valuation	Discounted revenue multiple
Equity held (%)	11.5%
Income received in the year (£)	—
Cash returned up to 31 December 2025 (£)	2,198,888

£’000	Year ended 31 Dec 2024	Year ended 31 Dec 2023
Sales	20,638	17,655
Loss before tax	(4,313)	(2,489)
Retained loss	(3,834)	(2,484)
Net assets	8,692	9,396

30 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Top Ten Investments

By value as at 31 December 2025

3. Nano Interactive Group Limited

• London: www.nanointeractive.com
• Sector: Technology, Media & Telecommunications

Nano Interactive is an advertising technology business specialising in identity-free online advertising. The business was founded in 2010 and has offices across Europe.

31 December 2025 update
Nano Interactive’s agency business faced headwinds in 2025 as customers increasingly moved to consolidate their media spend and purchase media directly, rather than relying on Nano to manage it on their behalf. This shift led to lower revenues for Nano, which in turn drove the reduced holding valuation. However, demand for Nano’s LIIFT product continues to grow, reflecting its higher margins and strong market traction. Nano has also signed several channel partner deals in order to increase market reach of its LIIFT platform. The Company made a £0.8 million follow-on investment into Nano in the year to support additional product features and serve a broader customer base.

Initial investment	October 2017
Amount invested (£)	5,242,769
Accounting cost (£)	5,242,769
Valuation (£)	8,219,754
Basis of valuation	Discounted revenue multiple
Equity held (%)	30.4%
Income received in the year (£)	35,336
Cash returned up to 31 December 2025 (£)	35,336

£’000	Year ended 31 Dec 2024	Year ended 31 Dec 2023
Sales	9,490	11,012
Loss before tax	(889)	(519)
Retained loss	(768)	(422)
Net (liabilities)/assets	(803)	9

4. Hexarad Group Limited

• London: www.hexarad.com
• Sector: Healthcare

Hexarad is a teleradiology company, supporting NHS and private healthcare providers with access to a diversified pool of radiologists to provide fast, accurate diagnoses and enable more timely and higher-quality patient care.

31 December 2025 update
2025 was another year of impressive growth for Hexarad. There continues to be a growing structural requirement for radiologist resource to address patient waiting lists, and Hexarad has added several new NHS and other customers as a result of its clinically led approach and proprietary technology platform. The radiology industry is evolving quickly with the development of machine learning tools, and Hexarad is investing in this capability to continue delivering its mission of better, faster diagnosis for patients.

Initial investment	June 2021
Amount invested (£)	2,277,250
Accounting cost (£)	2,277,250
Valuation (£)	7,833,327
Basis of valuation	Discounted revenue multiple
Equity held (%)	10.9%
Income received in the year (£)	—
Cash returned up to 31 December 2025 (£)	—

£’000	Year ended 30 June 2025	Year ended 30 June 2024
Sales	n/a	n/a
Profit before tax	n/a	n/a
Retained profit	n/a	n/a
Net assets	11,287	9,720

In accordance with Section 444 of the Companies Act 2006, a statement of income has not been delivered in the financial statements available on Companies House.

31 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Top Ten Investments

By value as at 31 December 2025

5. TLS Management Limited

• Leicestershire: www.truelens.co.uk
• Sector: Other

6. NorthWest EHealth Limited

• Manchester: www.nweh.co.uk
• Sector: Healthcare

True Lens Services (“TLS”) is a specialist provider of lens manufacturing, refurbishment and servicing to the film and television markets.31 December 2025 update Having worked through its order book and materially reduced the lead time on new orders during 2024, the company has spent 2025 investing in product design and sales and marketing. As a result, 2025 is considered a transition year, with trading performance lower than in 2024. TLS also made a strategic decision to build for stock and develop a distribution infrastructure during 2025, an important step to support future growth. NorthWest EHealth (“NWEH”) provides software and services to the clinical trial market for the design, recruitment, feasibility analysis and delivery of clinical trials. 31 December 2025 update NWEH added a major customer in the year and is focused on delivery of this new project, as well as other existing contracts. The progress demonstrates the attractiveness of NWEH’s FarSite and Conexon products, and NWEH is investing in additional sales and marketing resource to accelerate commercial growth.

Initial investment	October 2015
Amount invested (£)	100
Accounting cost (£)	100
Valuation (£)	7,271,114
Basis of valuation	Net assets
Equity held (%)	42.5%
Income received in the year (£)	—
Cash returned up to 31 December 2025 (£)	—

Initial investment	June 2021
Amount invested (£)	5,940,594
Accounting cost (£)	5,940,594
Valuation (£)	7,112,880
Basis of valuation	Discounted revenue multiple
Equity held (%)	37.3%
Income received in the year (£)	—
Cash returned up to 31 December 2025 (£)	—

£’000	Year ended 31 December 2024	Year ended 31 December 2023
Sales	—	—
Profit before tax	3,143	1,239
Retained profit	2,358	931
Net assets	7,259	4,901

£’000	Year ended 31 December 2024	Year ended 31 December 2023
Sales	1,734	5,763
Loss before tax	(4,856)	(3,249)
Retained loss	(4,644)	(2,969)
Net (liabilities)/assets	(3,040)	1,604

32 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements Top Ten Investments By value as at 31 December 2025 Manchester www.roxyleisure.co.uk Sector Consumer & Leisure Wirral www.fourthwallcreative.com Sector Business Services

7. Professionals At Play Ltd

8. Fourth Wall Creative Limited

Professionals At Play (formerly known as Roxy Leisure) is a games bar group with venues across the UK, operating competitive socialising bars (Roxy Ball Room and Roxy Lanes) and family‑friendly bowling venues (King Pins and Star Pins). It offers a range of entertainment facilities including pool tables, ping-pong, bowling, shuffleboard, mini golf, arcade games and karaoke.

31 December 2025 update

Professionals At Play generated another year of strong growth in 2025, opening five new venues, including four King Pins sites in Glasgow, Leeds, Bristol and Belfast. The King Pins venue layout continues to perform strongly. Roxy Ball Room entered the London market in 2025, with its St Mary Axe Ball Room site, which has become the highest-earning site across the Group. Further sites are planned in 2026 in London, Dublin and Glasgow. Professionals At Play continues to deliver strong site-level profits across its estate, despite challenging trading conditions and increasing labour rates, underlining the strength of the company’s operating model.

Fourth Wall Creative provides fan engagement services to Premier League and Championship football clubs and other sporting organisations via its technology platforms. It also designs, sources and fulfils membership welcome packs and related products.

31 December 2025 update

Fourth Wall Creative faced a challenging FY25 with the company experiencing significant delays and late amends to orders from its customers, partly due to changing sector rules associated with Financial Fair Play. Failure to convert technology revenues to timetable and cost inflation also contributed to poor financial performance and cash flow pressures. However, the underlying business proposition remains attractive and further investment was provided post period end. The business retains an impressive customer base and continues to serve approximately one million members of football clubs and sporting organisations, directly through its technology platform or via provision of club‑branded products. The business continues to develop a pipeline of technology-related revenues.

Initial investment	December 2019
Amount invested (£)	2,467,933
Accounting cost (£)	2,467,933
Valuation (£)	5,863,278
Basis of valuation	Discounted earnings multiple
Equity held (%)	5.3%
Income received in the year (£)	—
Cash returned up to 31 December 2025 (£)	57,895

Initial investment	April 2019
Amount invested (£)	5,331,903
Accounting cost (£)	5,331,903
Valuation (£)	5,686,767
Basis of valuation	Discounted revenue multiple
Equity held (%)	23.4%
Income received in the year (£)	—
Cash returned up to 31 December 2025 (£)	—

£’000	52 weeks ended 29 December 2024	Year ended 31 December 2023
Sales	40,601	32,761
Profit before tax	1,641	2,036
Retained profit	907	1,185
Net assets	4,877	3,970

£’000	Year ended 30 September 2024	Year ended 30 September 2023
Sales	n/a	n/a
Profit before tax	n/a	n/a
Retained profit	n/a	n/a
Net assets	4,193	5,028

In accordance with Section 444 of the Companies Act 2006, a statement of income has not been delivered in the financial statements available on Companies House.

33 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements Top Ten Investments By value as at 31 December 2025 London www.clubspark.co.uk Sector Technology, Media & Telecommunications London www.ten.co.uk Sector Healthcare

9. Clubspark Group Ltd

10. Ten Health Holdings Limited

Clubspark is a sports club management and reporting platform for local organisations and national governing bodies.

31 December 2025 update

Clubspark has been successful in securing key contract renewals with several National Governing Bodies (“NGB”s) in 2025 – notably the United States Tennis Association. The business continues to focus on the momentum around platform developments and in roadmap delivery. Professional services revenues (onboarding and client‑sponsored product roadmap implementations) reduced during the year in line with expectations, as Clubspark’s software solutions mature towards a purer SaaS delivery model, working in partnership with NGBs to promote wider participation in sport.

Founded in 2007, Ten Health Holdings is a provider of fitness, rehabilitation and wellbeing services, operating sites in central London in both residential and commercial locations including Notting Hill, King’s Cross, Chiswick and the City of London.

31 December 2025 update

Ten Health has navigated increased competition and increasing costs in 2025. The company has opened a new site in Islington and continues to develop its new franchise model, with the first franchise site expected to open in 2026.

Initial investment	January 2019
Amount invested (£)	3,647,174
Accounting cost (£)	3,647,174
Valuation (£)	4,882,439
Basis of valuation	Discounted revenue multiple
Equity held (%)	20.6%
Income received in the year (£)	—
Cash returned up to 31 December 2025 (£)	—

Initial investment	June 2019
Amount invested (£)	4,443,740
Accounting cost (£)	4,443,740
Valuation (£)	4,830,357
Basis of valuation	Discounted revenue multiple
Equity held (%)	35.9%
Income received in the year (£)	—
Cash returned up to 31 December 2025 (£)	—

£’000	Year ended 31 March 2025	Year ended 31 March 2024
Sales	n/a	n/a
Profit before tax	n/a	n/a
Retained profit	n/a	n/a
Net assets	1,428	1,001

£’000	Year ended 31 December 2024	Year ended 31 December 2023
Sales	n/a	n/a
Profit before tax	n/a	n/a
Retained profit	n/a	n/a
Net liabilities	(4,653)	(3,353)

In accordance with Section 444 of the Companies Act 2006, a statement of income has not been delivered in the financial statements available on Companies House. In accordance with Section 444 of the Companies Act 2006, a statement of income has not been delivered in the financial statements available on Companies House.

34 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements Portfolio Overview

	31 December 2025	31 December 2024
Sector	Investment by value	Date of investment	Valuation methodology	Accounting cost £	Valuation £	Accounting cost £	Valuation £	Addition £
1 Aquasium Technology Limited	2001	Discounted earnings multiple	333,333	12,216,481	1	333,333	10,450,669	—
2 Spektrix Limited	2018	Discounted revenue multiple	5,204,440	11,708,545	1	5,204,440	11,375,305	—
3 Nano Interactive Group Limited	2017	Discounted revenue multiple	5,242,769	8,219,754	1	4,434,191	9,089,663	808,578
4 Hexarad Group Limited	2021	Discounted revenue multiple	2,277,250	7,833,327	1	2,277,250	6,201,424	—
5 TLS Management Limited	2015	Net assets	100	7,271,114	1	100	8,458,699	—
6 NorthWest EHealth Limited	2021	Discounted revenue multiple	5,940,594	7,112,880	1	5,445,544	3,935,406	495,050
7 Professionals At Play Ltd	2019	Discounted earnings multiple	2,467,933	5,863,278	1	2,467,933	6,058,604	—
8 Fourth Wall Creative Limited	2019	Discounted revenue multiple	5,331,903	5,686,767	1	4,292,299	7,155,114	1,039,604
9 Clubspark Group Ltd	2019	Discounted revenue multiple	3,647,174	4,882,439	1	3,647,174	5,049,659	—
10 Ten Health Holdings Limited	2019	Discounted revenue multiple	4,443,740	4,830,357	1	3,552,650	4,671,970	891,089
11 Industrial Efficiency II Limited	2014	Discounted cash flow	2,603,260	4,814,054	2,603,260	4,749,955	—	—
12 Itad (2015) Limited	2015	Discounted earnings multiple	2,750,000	4,158,545	2,750,000	4,673,781	—	—
13 Red Flag Alert Technology Group Limited	2023	Discounted revenue multiple	2,747,544	3,985,145	2,747,544	3,982,472	—	—
14 Strategic Software Applications Ltd	2022	Discounted revenue multiple	2,846,535	3,940,078	2,722,773	3,537,338	123,762	—
15 Loopr Ltd	2023	Price of
17 Titania Group Limited 2020 Discounted revenue multiple 2,376,238 3,540,814 2,376,238 2,369,634 — — 1,171,180
18 HomeLink Healthcare Limited 2022 Price of last funding round 1,237,624 3,357,248 1,237,624 2,805,416 — — 551,832
19 PH Realisations 2020 Limited 2013 Discounted earnings multiple 2,927,713 3,346,406 2,054,499 2,894,586 873,215 — (421,395)
20 Cinelabs International Ltd 2017 Discounted earnings multiple 1,664,893 3,246,497 1,664,893 3,246,497 — — —

1. Top Ten Investments by value shown on pages 30 to 34.

Key: Technology, Media & Telecommunications | Industrials & Manufacturing | Healthcare | Business Services | Consumer & Leisure | Other

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35 Foresight VCT plc Annual Report and Accounts 31 December 2025

Strategic Report | Introduction | Governance | Financial Statements | Portfolio Overview

1. Loan repayment.

Sector	Investment	Date of investment	Valuation methodology	Accounting cost £ (31 Dec 2025)	Valuation £ (31 Dec 2025)	Accounting cost £ (31 Dec 2024)	Valuation £ (31 Dec 2024)	Addition £	Disposal proceeds £	Net valuation movement £
21	Family Adventures Group Ltd	2024	Price of last funding round	2,475,274	2,749,857	2,475,274	2,475,274	—	—	274,583
22	Evolve Dynamics Limited	2024	Price of last funding round	2,599,014	2,599,196	1,980,202	1,980,202	618,812	—	182
23	ABL Investments Limited	2015	Discounted earnings multiple	2,750,000	2,432,079	2,750,000	1,834,465	—	—	597,614
24	Lepide Group Holding Company Ltd	2024	Discounted revenue multiple	1,939,520	2,345,200	1,939,520	1,939,520	—	—	405,680
25	I-Mist Group Limited	2020	Discounted earnings multiple	1,598,515	2,284,870	1,598,515	2,029,155	—	—	255,715
26	Firefish Software Ltd.	2023	Discounted revenue multiple	1,485,148	2,284,812	1,485,148	2,099,987	—	—	184,825
27	Resi Design Limited	2024	Price of last funding round	1,930,693	2,238,087	1,930,693	1,930,693	—	—	307,394
28	Steamforged Holdings Limited	2019	Discounted revenue multiple	2,364,532	2,208,416	2,364,532	2,211,954	—	—	(3,538)
29	Navitas Group Limited	2023	Discounted revenue multiple	1,578,489	2,057,107	1,485,149	1,699,541	93,341	—	264,225
30	Positive Response Corporation Ltd	2014	Discounted revenue multiple	450,000	1,883,610	550,000	1,863,724	—	(100,000)	119,886
31	Sprintroom Limited	2023	Discounted revenue multiple	2,336,634	1,837,555	1,742,574	1,337,648	594,060	—	(94,153)
32	Five Wealth Limited	2023	% of AUM	705,445	1,783,773	705,445	1,244,738	—	—	539,035
33	EnterpriseJungle, Inc	2025	Cost	1,707,921	1,707,921	—	—	1,707,921	—	—
34	Live Group Holdings Limited	2023	Discounted revenue multiple	1,386,135	1,700,399	1,386,135	873,435	—	—	826,964
35	Aerospace Tooling Corporation Limited	2013	Discounted earnings multiple	150,000	1,623,726	150,000	477,345	—	—	1,146,381
36	Weduc Holdings Limited	2018	Price of last funding round	1,234,985	1,614,904	699,140	1,219,597	535,845	—	(140,538)
37	Newsflare Limited	2021	Discounted revenue multiple	1,980,198	1,505,406	1,980,198	1,028,910	—	—	476,496
38	Aircards Ltd	2025	Cost	1,485,149	1,485,149	—	—	1,485,149	—	—
39	MyWay Digital Health Ltd	2025	Cost	1,485,149	1,485,149	—	—	1,485,149	—	—
40	Ad Signal Limited	2025	Cost	1,485,147	1,485,147	—	—	1,485,147	—	—

Key: Technology, Media & Telecommunications | Industrials & Manufacturing | Healthcare | Business Services | Consumer & Leisure | Other

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36 Foresight VCT plc Annual Report and Accounts 31 December 2025

Strategic Report | Introduction | Governance | Financial Statements | Portfolio Overview

Sector	Investment	Date of investment	Valuation methodology	Accounting cost £ (31 Dec 2025)	Valuation £ (31 Dec 2025)	Accounting cost £ (31 Dec 2024)	Valuation £ (31 Dec 2024)	Addition £	Disposal proceeds £	Net valuation movement £
41	Biofortuna Limited	2012	Discounted revenue multiple	1,172,516	1,173,655	1,172,516	979,869	—	—	193,786
42	Bloemteknik Limited	2025	Cost	940,596	940,596	—	—	940,596	—	—
43	AsiaVerify Limited	2025	Cost	742,572	742,572	—	—	742,572	—	—
44	Whitchurch PE 1 Limited	2014	Net assets	100,000	742,142	100,000	270,309	—	—	471,833
45	Copptech UK Limited	2022	Discounted revenue multiple	2,430,694	738,719	2,430,694	1,582,571	—	—	(843,852)
46	Kognitiv Spark Inc	2023	VC method	1,168,289	675,773	990,099	919,558	178,190	—	(421,975)
47	The KSL Clinic Limited	2023	Discounted earnings multiple	990,099	507,601	990,099	295,608	—	—	211,993
48	Cole Henry PE 2 Limited	2014	Net assets	100,000	454,521	100,000	203,520	—	—	251,001
49	Kingsclere PE 3 Limited	2014	Net assets	100,000	295,605	100,000	167,350	—	—	128,255
50	Sindicatum Carbon Capital Limited	2007	Nil value	246,075	—	246,075	—	—	—	—
51	Rovco Limited	2019	Nil value	1,457,630	—	1,457,630	2,006,306	—	—	(2,006,306)
52	Additive Manufacturing Technologies Ltd	2021	Nil value	1,814,869	—	1,814,869	522,864	—	—	(522,864)
53	Powerlinks Media Limited	2017	Nil value	2,709,360	—	2,709,360	—	—	—	—
54	Oxonica plc	2010	Nil value	2,804,473	—	2,804,473	—	—	—	—
55	Biotherapy Services Limited	2019	Sold	—	—	2,220,408	—	—	—	—
56	Vio Healthtech Limited	2018	Sold	—	—	1,683,627	—	—	—	—
57	Hospital Services Group Limited	2015	Sold	—	—	3,320,000	26,249,171	—	(24,312,939)	(1,936,232)

Key: Technology, Media & Telecommunications | Industrials & Manufacturing | Healthcare | Business Services | Consumer & Leisure | Other

1. £1,042,550 in accrued loan interest and £893,682 in accrued preference dividends were included in the December 2024 Hospital Services Group valuation. These amounts were received in February 2025 and recognised as income in the year.

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37 Foresight VCT plc Annual Report and Accounts 31 December 2025

Strategic Report | Introduction | Governance | Financial Statements

The Company has appointed Foresight Group LLP (the “Manager”) to provide investment management and administration services. The Manager is a leading private equity and infrastructure investment manager with its parent company, Foresight Group Holdings Limited, listed on the London Stock Exchange. The Manager prefers to take a lead role in the companies in which it invests. Larger investments may be syndicated with other investing institutions, or strategic partners with similar investment criteria. In considering a prospective investment in a company, particular regard will be paid to:

• Evidence of high-margin products or services capable of addressing fast-growing markets
• The company’s ability to sustain a competitive advantage
• The strength of the management team
• The existence of proprietary technology
• The company’s prospects of being sold within five years

The growing private equity investment team of over 60 is proactive and hands-on, with a focus on investing up to £10 million in UK growth companies across a broad range of sectors. The team, based out of offices in London, Manchester, Nottingham, Edinburgh, Cambridge, Cardiff, Leeds, Dublin, Belfast and Newcastle, with smaller satellite offices in Leicester and Milton Keynes, searches for investment opportunities across the whole of the UK. Three additional offices in Bristol, Sheffield and Exeter were also opened in 2025.

About the Manager

James Livingston

Partner and Co-Head of Private Equity
James joined Foresight Group in 2007 from Deloitte’s strategy consulting team. James has 20 years of experience and is a member of the Investment Committee and the Executive Committee. Alongside Matt Smith, James manages the private equity team. During his time at Foresight Group, James has led numerous successful transactions, including growth and replacement capital transactions. James holds a master’s degree in natural sciences and management studies from Cambridge University, as well as the CIMA Advanced Diploma in Management Accounting.

Matt Smith

Partner and Co-Head of Private Equity
Matt joined Foresight Group in 2010 from Rothschild, where he spent six years advising companies in a range of sectors on a variety of transaction types. Matt has 20 years of experience and is a member of the Investment Committee and the Executive Committee. Alongside James Livingston, Matt manages the private equity team. He has a particular focus on ESG considerations and has helped develop Foresight Group’s approach. Matt graduated from Oxford University with a master’s degree in biological sciences and a postgraduate degree in physiology.

Claire Alvarez

Partner
Claire joined Foresight Group’s Manchester office in 2016 from Deloitte, where she focused on transaction and restructuring services across a range of corporate finance assignments. Claire provides ongoing strategic and financial support to existing portfolio companies, as well as wider management across the private equity team including a particular focus on origination of transactions. Claire has led on a number of investments for both the VCTs and Foresight Group’s institutional funds. Claire holds an MBA from Manchester Business School as well as a Corporate Finance Certificate from the Chartered Institute for Securities & Investment. She also holds a degree in management from Lancaster University.

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38 Foresight VCT plc Annual Report and Accounts 31 December 2025

Strategic Report | Introduction | Governance | Financial Statements | Management

In 2025, the Manager won several awards including “VCT – Investment Company of the Year” at the Investment Company of the Year Awards. The firm also won “Sub £10m Deal of the Year” at the Northern Ireland Dealmaker Awards for Kingsbridge and “Private Equity, SME Deal of the Year” at the Finance Dublin Awards for Scorebuddy. Regionally, the Manager was recognised as “Early-Stage Investment Team of the Year” by the South West Rainmakers and secured “Investment Business of the Year” at the East Midlands Business Awards for Lightbulb Credit.Alongside this, a double win at the East Midlands Rainmakers Awards: winning “Early‑Stage Investment Team of the Year” and “Medium Deal of the Year (£10m-£50m)” for the sale of 200 Degrees to Caffè Nero. The Manager has also been shortlisted for several awards across the UK and Ireland. These include “PE Deal of the Year” at the Northern Ireland Dealmaker Awards for TES Group, “Early‑Stage Investment Team” at the West Midlands Rainmakers and “Private Equity Deal of the Year” at the Wales Insider Dealmakers for Nisien.AI. For the South West Rainmakers Awards, the Manager was shortlisted for “Small Deal of the Year (up to £10m)” for Zero Point Motion and “VC/PE Team of the Year”. The firm was also shortlisted for “Equity Funder of the Year” at the Yorkshire Insider Awards and for the “EISA Impact Award”. Prior to 2025, the Manager won “Small Buyout House of the Year” and “ESG Deal of the Year” for its ABL Health exit at the Mergermarket British Private Equity Awards 2024. Additionally, the Manager won “Best BR Manager (Unlisted)” and “ESG Champion of the Year” at the Growth Investor Awards 2024. The Manager won the “EISA Impact Award” at the EISA Awards 2024. Further, the Manager won “Small Buyout House of the Year” at the Unquote British Private Equity Awards 2024. The Manager was Runner Up for the “Most Innovative ESG Initiative” at the ESG Investing Awards 2024 and was highly commended for Investment Week’s “VCT Generalist” award. Claire Alvarez, a Partner in the Manager’s private equity team, won the “Finance Leader” award at the North West Leadership Awards. Additionally, the Manager won “Deal of the Year (sub €2.5m)” for its investment in Mazars at the Irish Investor Awards 2024. Further, the Manager won “Deal of the Year (Sub £10m)” at the Central and East of England Insiders Awards 2024 for its investment into Cambrionix. The Manager’s sustainability efforts were further recognised over the year, earning it the “Most Sustainable SME Investment Management Company” at the Wealth and Finance International Awards, the “SME Equity Award” for the AIB Foresight SME Impact Limited Partnership at the Finance Dublin Deals of the Year Awards and a listing in Real Deals Future 40 ESG Innovators.

Since inception, the Manager has worked intensively to invest in, manage and realise a large number of investments. The team completes a considerable number of new deals and exits each year and supports investee companies pursuing various different strategies, including organic growth, buy & build and turnarounds. The team combines executives from varying backgrounds across corporate finance, consulting, accounting and the private equity sector. This team has c.350 years’ worth of collective investment experience and combines investors’ capital and its own expertise with the intention of creating long‑term shareholder value and generating attractive returns for shareholders.

The Manager has an active and direct portfolio management approach, typically taking a non‑executive directorship position on each investee company board. The Foresight Investor Director will influence, support and, where necessary, strengthen or change management, in order to protect and build shareholder value. This hands-on role involves regular dialogue with the executive and non‑executive team on growth, markets, strategy, products and tactics, and a continuous evaluation of the performance of the team as a whole. For investments by Foresight VCT and Foresight Enterprise VCT, the Manager will typically negotiate the right to appoint a senior industry expert as chair. The Manager works particularly closely with the investee companies in the following areas:

• Definition and review of strategy and its implementation
• Recruitment and incentivisation of key management and board members
• Planning for growth, international expansion and new product/service introduction
• Fundraising from banks and other external sources
• Proactive monitoring
• Merger, acquisition and exit planning
• ESG compliance

About the Manager 39

Foresight VCT plc Annual Report and Accounts 31 December 2025

Strategic Report Introduction Governance Financial Statements

Investment	Foresight VCT Accounting cost £	Foresight Enterprise VCT Accounting cost £	Other Foresight funds Accounting cost £	Total equity managed by Foresight %
ABL Investments Limited	2,750,000	1,494,075	—	57.3
Ad Signal Limited	1,485,147	1,499,998	—	27.8
Aerospace Tooling Corporation Limited	150,000	415,255	—	83.4
Aircards Ltd	1,485,149	1,500,000	—	30.0
AsiaVerify Limited	742,572	749,997	—	14.1
Biofortuna Limited	1,172,516	3,517,537	—	59.8
Bloemteknik Limited	940,596	950,000	600,000	17.6
Clubspark Group Ltd	3,647,174	2,460,000	—	35.5
Cole Henry PE 2 Limited	100,000	200,000	—	50.0
Copptech UK Limited	2,430,694	2,455,000	—	25.0
EnterpriseJungle, Inc	1,707,921	1,725,000	1,500,000	18.9
Evolve Dynamics Limited	2,599,014	2,624,999	—	21.3
Family Adventures Group Ltd	2,475,274	2,500,000	5,250,000	46.6
Firefish Software Ltd.	1,485,148	1,500,000	1,000,000	26.3
Five Wealth Limited	705,445	712,500	5,275,000	51.7
Fourth Wall Creative Limited	5,331,903	3,600,000	—	40.3
Hexarad Group Limited	2,277,250	2,300,034	—	22.3
HomeLink Healthcare Limited	2,927,713	2,956,983	—	34.6
I‑Mist Group Limited	1,598,515	1,614,500	1,271,000	39.7

Co-investments have been made by other funds that the Manager advises and manages, as follows:

Key: Technology, Media & Telecommunications Industrials & Manufacturing Healthcare Business Services Consumer & Leisure Other

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Strategic Report Introduction Governance Financial Statements

Investment	Foresight VCT Accounting cost £	Foresight Enterprise VCT Accounting cost £	Other Foresight funds Accounting cost £	Total equity managed by Foresight %
Industrial Efficiency II Limited	2,603,260	—	926,669	100.0
Itad (2015) Limited	2,750,000	1,371,726	—	35.0
Kingsclere PE 3 Limited	100,000	100,000	—	50.0
Kognitiv Spark Inc	1,168,289	1,179,972	3,827,622	22.8
Lepide Group Holding Company Ltd	1,939,520	1,958,916	—	32.1
Live Group Holdings Limited	1,386,135	1,400,002	—	35.0
Loopr Ltd	3,217,823	3,250,001	—	19.7
Mizaic Ltd	2,376,238	2,400,000	—	24.4
MyWay Digital Health Ltd	1,485,149	1,500,000	—	20.0
Nano Interactive Group Limited	5,242,769	—	—	31.7
Navitas Group Limited	1,578,489	1,594,276	4,581,448	69.4
Newsflare Limited	1,980,198	2,000,000	—	16.2
NorthWest EHealth Limited	5,940,594	5,999,999	—	77.0
PH Realisations 2020 Limited	1,664,893	2,162,929	1,000,000	85.0
Positive Response Corporation Ltd	450,000	459,195	—	63.9
Professionals At Play Ltd	2,467,933	2,500,000	4,500,000	27.9
Red Flag Alert Technology Group Limited	2,747,544	2,775,000	—	29.9
Resi Design Limited	1,930,693	1,950,000	—	19.2
Spektrix Limited	5,204,440	2,267,477	—	16.8
Sprintroom Limited	2,336,634	2,360,000	1,180,000	38.4
Steamforged Holdings Limited	2,364,532	1,600,000	1,000,000	31.9

Key: Technology, Media & Telecommunications Industrials & Manufacturing Healthcare Business Services Consumer & Leisure Other

41 Foresight VCT plc Annual Report and Accounts 31 December 2025

Strategic Report Introduction Governance Financial Statements

Investment	Foresight VCT Accounting cost £	Foresight Enterprise VCT Accounting cost £	Other Foresight funds Accounting cost £	Total equity managed by Foresight %
Strategic Software Applications Ltd	2,846,535	2,874,994	—	35.2
Ten Health Holdings Limited	4,443,740	3,000,000	—	61.2
The KSL Clinic Limited	990,099	1,000,000	6,750,000	73.5
Titania Group Limited	1,237,624	1,250,000	—	16.7
Weduc Holdings Limited	1,234,985	538,296	223,061	48.5
Whitchurch PE 1 Limited	100,000	378,000	—	50.0

Companies valued at £nil have been excluded from the table above. Where the Manager controls over 50% of an investment by virtue of its discretionary management of one or more funds under management, decisions either have to be taken by the individual boards of the shareholding companies in respect of their individual holdings or voting is limited to 50%.

Key: Technology, Media & Telecommunications Industrials & Manufacturing Healthcare Business Services Consumer & Leisure Other

42 Foresight VCT plc Annual Report and Accounts 31 December 2025

Strategic Report Introduction Governance Financial Statements

The Board of Directors consider, both individually and together, they have acted in good faith and in a way they consider is likely to promote the success of the Company for the benefit of its members as a whole in the decisions taken during the year. This report sets out how the Directors have had regard to promoting the success of the Company for the benefit of its stakeholders as a whole, and in making their decisions to have regard to s.172 of the Companies Act 2006, namely:

• The likely consequence of any decision in the long term
• The interests of the Company’s employees
• The need to foster the Company’s business relationships with suppliers, customers and others
• The impact of the Company’s operations on the community and the environment
• The desirability of the Company maintaining a reputation for high standards of business conduct
• The need to act fairly between members of the Company

The Board

The Board has adopted the 2024 AIC Code of Corporate Governance, which provides the framework for the Company’s governance arrangements. As an externally managed VCT, the Board has delegated the day‑to‑day management of the Company to the Manager. The Manager is responsible for the Company’s administration, accounting and company secretarial services, and for overseeing relationships with the Company’s key service providers, including the registrar, broker and VCT status adviser. To support Directors in discharging their duties effectively, each Director receives a comprehensive induction upon appointment to the Board.This induction covers the key regulatory, legal and governance responsibilities of a director of a UK public limited company and is reinforced through the Company’s subscription offer process. Directors have ongoing access to the advice and support of the Company Secretary and, where appropriate, may seek independent professional advice at the Company’s expense.

Long-term strategic considerations

The Board gives careful consideration to the long‑term consequences of its decisions in order to support the sustainable growth and success of the Company. This includes assessing potential risks and opportunities and their impact on the Company’s financial position, market standing, VCT status and key stakeholder relationships over time. By adopting a forward‑looking approach, the Board seeks to make decisions that not only deliver near‑term performance but also strengthen the Company’s resilience and adaptability in a changing environment. This approach underpins the Company’s long‑term viability and supports the delivery of its key objectives for shareholders and other stakeholders.

During the year, the Board took a number of key decisions relating to the Company’s strategy, oversight of the Manager, and its risk and control framework. These decisions were informed by stakeholder engagement and Board challenge and were considered by the Directors to be important in promoting the long‑term success of the Company for the benefit of shareholders as a whole.

Stakeholders and s.172 Directors’ duty to promote the success of the Company

Employees	Shareholders	Manager	Portfolio companies	Our Service Providers	Government and Regulators

43 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Strategic oversight and key decisions

During the year, the Board reviewed the Company’s strategy and approach to oversight in light of the evolving regulatory and economic environment, including the introduction of enhanced internal control effectiveness requirements under the AIC Code. As a result of this review, the Board decided to place increased strategic emphasis on risk discipline, recognising the importance of a clear risk framework in supporting effective decision-making, capital allocation and long-term resilience.

Risk management and internal controls

During the year, the Board decided to enhance its oversight of the Company’s principal risks and the effectiveness of the associated controls. As part of this decision, the Board undertook regular, in‑depth sessions with the Manager’s dedicated risk team to review and evaluate key risks and controls, ensuring that they remain relevant, effective and fit for purpose as the Company and its portfolio evolve.

The Board also considered the long‑term implications of these decisions, including the importance of maintaining a robust control environment to support sustainable performance and protect shareholder value. This approach has strengthened the Board’s understanding of the Company’s risk profile and has improved the quality of information and assurance received from the Manager.

These actions also support the Board’s ongoing preparation for the enhanced internal control effectiveness requirements set out in Provision 34 of the AIC Code and are considered by the Directors to contribute positively to the Company’s long-term resilience and governance framework. In taking these actions, the Board balanced the need for proportionate and cost-effective controls against the expectations of shareholders and regulators for robust oversight.

44 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Stakeholders and s.172 Directors’ duty to promote the success of the Company

Employees	Shareholders	Manager	Portfolio companies	Our Service Providers	Government and Regulators

Employees

Why we engage

As an externally managed company, the Company does not have any employees. However, the Board maintains a close and constructive working relationship with the employees of the Manager, recognising that their expertise, culture and approach are integral to the long-term success of the Company. Through regular interaction, reporting and engagement with the Manager’s team, the Board seeks to ensure alignment with the Company’s purpose, values and strategic objectives, and support effective decision-making and sustainable performance over the long term.

How we engage

As a third‑party‑managed VCT, the Company does not have any direct employees. The Board nonetheless has regard to employee interests through its oversight of the Manager, including engagement with senior management, consideration of workforce matters where relevant, and assurance that appropriate policies and practices are in place to support the effective delivery of services to the Company.

What we improved

During the year, the Board enhanced its oversight of the Manager by improving the information it receives on the resourcing and continuity of services provided to the Company.

45 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Stakeholders and s.172 Directors’ duty to promote the success of the Company

Employees	Shareholders	Manager	Portfolio companies	Our Service Providers	Government and Regulators

Shareholders

Why we engage

The Board and the Manager recognise the importance of maintaining regular and constructive engagement with shareholders to support a high level of transparency, accountability and mutual understanding. Ongoing dialogue with shareholders enables the Board to explain the Company’s strategy, performance and portfolio developments, and understand shareholder perspectives. Shareholder support is fundamental to the Company’s ability to raise additional capital, which in turn is dependent on the Company’s performance and the provision of clear, timely and transparent reporting on portfolio progress and prospects.

How we engage

The Company also engages with its shareholders through the Annual and Half-Yearly Reports, AGMs, news releases via the London Stock Exchange and the Company’s website. The Annual and Half-Yearly Reports and other shareholder information are distributed to shareholders and made available on the website (www.foresightvct.com), along with other pertinent information, including quarterly factsheets. The Company won the “AIC Shareholder Communication Award” for the best 2024 report and accounts.

What we improved

Feedback received through regulatory engagement and industry consultations during the year informed the Board’s consideration of regulatory risk and reporting priorities. As a result, the Board agreed to strengthen disclosures in the Annual Report in certain areas, including investment disclosures and sensitivity analysis disclosures, to improve transparency for shareholders.

46 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Stakeholders and s.172 Directors’ duty to promote the success of the Company

Employees	Shareholders	Manager	Portfolio companies	Our Service Providers	Government and Regulators

Manager

Why we engage

The Company’s principal relationship is with the Manager, whose investment management and administration services are fundamental to the long‑term success of the Company and the achievement of its key objectives. Further detail on this relationship is set out in the Manager’s Review. The Board places significant emphasis on the Company’s investment performance and closely monitors the Manager’s ability to deliver strong and sustainable results. This oversight includes regular and rigorous reviews of the Manager’s performance against agreed benchmarks and objectives. The Board seeks to maintain a constructive and collaborative working relationship with the Manager, underpinned by open communication, effective challenge and alignment of interests.

How we engage

Representatives from the Manager’s investment, accounting and company secretarial teams attend each Board meeting to provide comprehensive updates on the Company’s financial and operational performance, together with legal and regulatory matters. The Board also holds frequent risk and internal control review sessions, enabling it to maintain effective oversight of the Company’s risk management framework and internal controls. In addition, the Company holds an annual strategy day with the Manager at which the Board reviews and assesses the Company’s investment strategy and objectives and receives a detailed update on developments in the VCT market, the wider investment landscape and the activities of Foresight Group.

What we improved

As part of its oversight of the Manager, the Board challenged the depth and presentation of information provided in certain areas during the year with particular emphasis on cyber risk. In response, the Manager enhanced the quality and granularity of reporting to the Board, supporting more effective challenge and decision-making.

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Stakeholders and s.172 Directors’ duty to promote the success of the Company

Employees	Shareholders	Manager	Portfolio companies	Our Service Providers	Government and Regulators

Our Service Providers

Including the registrar, the VCT status adviser, the auditor, the lawyers and the broker.# Why we engage
As a VCT, the Company relies on a range of third‑party service providers to support the delivery of its objectives. The Board engages with these service providers, either directly or through the Manager, because their performance, reliability and alignment with the Company’s standards are fundamental to the Company’s ability to operate effectively, comply with applicable laws and regulations, and act in the best interests of shareholders.

How we engage

Through the Manager, annual site visits are undertaken with key service providers to support effective working relationships and to provide the Board with assurance that their internal systems, controls and operational processes remain appropriate for the Company’s needs. These visits also enable the Board to gain a deeper understanding of how services are delivered in practice and to identify any emerging risks or areas for improvement.

In addition, the Management Engagement Committee undertakes an annual review of the performance of key service providers, including the Manager. This review considers factors such as cost, quality of service, resourcing and effectiveness, and the Committee makes recommendations to the Board regarding the continued appointment of those service providers. The Company meets with its auditor at least twice each year to discuss audit planning, key judgements and findings, and the effectiveness of financial reporting and controls. The Company’s legal advisers and the broker are invited to attend Board meetings where their expertise is considered relevant to matters under discussion.

What we improved

As a result of the enhanced review process, the Board improved the quality of information and assurance it receives in relation to key service providers, supporting more effective oversight of operational, regulatory and control-related matters.

48 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements Stakeholders and s.172 Directors’ duty to promote the success of the Company Portfolio companies

Portfolio companies

Why we engage

The long‑term success of the Company and the delivery of its key objectives are directly linked to the performance and sustainability of its underlying portfolio companies. The Board therefore places significant importance on understanding the operational, financial and strategic performance of the portfolio, recognising that these outcomes ultimately drive returns for shareholders. In doing so, the Board also has regard to environmental, social and governance (“ESG”) considerations, with the Manager using its ESG platform to support due diligence and ongoing monitoring across the portfolio. This enables the Board to gain additional insight into risks and opportunities that may affect the long-term value and resilience of portfolio companies. Further detail on the Manager’s ESG approach is set out in the Manager’s Review.

How we engage

On a quarterly basis, the Board receives comprehensive information and support to enable it to scrutinise the performance, progress and prospects of the Company’s portfolio companies. This structured review process allows the Board to make informed decisions based on accurate, timely and relevant information. In addition, each year the Board holds a meeting at one of the Manager’s regional offices. This provides the opportunity for Directors to visit a selection of portfolio companies in the surrounding area and to meet directly with their management teams. These visits enable the Board to gain deeper insight into the businesses’ operations, challenges and strategic direction, and assess how the companies are performing against the Board’s standards and expectations. Through this combination of regular reporting and direct engagement, the Board is better positioned to provide appropriate challenge, support long‑term value creation and contribute to the sustainable success of the Company.

What we improved

The Board recognises the increasing relevance of artificial intelligence across a broad range of sectors. While AI considerations are currently factored into portfolio oversight and investment decision-making, the Board has identified an opportunity to further enhance the depth and consistency of its review of the impact of AI on portfolio companies, including both opportunities and associated risks. This will remain an area of focus in the coming year.

E m p l o y e e s S h a r e h o l d e r s M a n a g e r P o r t f o l i o c o m p a n i e s O u r S e r v i c e G o v e r n m e n t a n d R e g u l a t o r s P r o v i d e r s 49 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements Stakeholders and s.172 Directors’ duty to promote the success of the Company

E m p l o y e e s S h a r e h o l d e r s M a n a g e r P o r t f o l i o c o m p a n i e s O u r S e r v i c e G o v e r n m e n t a n d R e g u l a t o r s P r o v i d e r s

Government and Regulators

Why we engage

As a VCT, the Company is subject to the impact of government decisions and policy changes, including changes to legislation and tax rules applicable to venture capital trusts, which may have significant consequences for both the Company and its shareholders, including the Company’s ability to maintain its approved VCT status and the associated tax reliefs. The Manager monitors developments in the regulatory and political environment on an ongoing basis and reports to the Board to enable appropriate oversight and assessment of any potential implications for the Company’s operations and investment strategy.

During the year, the Company engaged with the Financial Reporting Council (“FRC”) following recent communications in connection with its review of the Company’s Annual Report and Accounts, conducted in accordance with the FRC’s Corporate Reporting Review Operating Procedures. The Company, supported by the Manager, also maintains regular engagement with the London Stock Exchange to support transparency and high standards of reporting. Oversight of regulatory developments and external engagement is maintained by the Board, with relevant matters considered by the Audit Committee as appropriate. In addition, a governance roadmap, maintained by the Manager and reviewed by the Board, is considered on a quarterly basis to ensure continued alignment with applicable and emerging reporting requirements.

How we engage

The Company is a member of the Association of Investment Companies (“AIC”) and both the Board and the Manager actively participate in AIC activities, including roundtables, consultations, policy discussions and industry events, to remain informed of developments affecting the venture capital trust sector and to contribute to industry-wide responses. Through the AIC and, where appropriate, directly, the Company engages with HM Treasury, HM Revenue & Customs and other relevant government bodies on legislative and policy matters affecting the VCT regime. The Company also monitors regulatory developments and engages, as appropriate, with relevant regulators to ensure that the Company continues to operate within the applicable regulatory framework and in the best interests of shareholders.

What we improved

During the year, the Board enhanced its oversight of regulatory matters by strengthening its monitoring of regulatory developments and engagement with regulators, supporting improved reporting, transparency and readiness for regulatory change. 50 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Stakeholders and s.172 Directors’ duty to promote the success of the Company

In accordance with Section 172 of the Companies Act 2006, the Directors act in a way they consider, in good faith, would be most likely to promote the long-term success of the Company for the benefit of its members as a whole. In doing so, the Board has regard to a range of factors, including the interests of employees, the need to foster strong relationships with suppliers, customers and other stakeholders, and the impact of the Company’s activities on the community and the environment.

Throughout the year, the Board and the Manager engaged with key stakeholders to understand their perspectives, gather feedback and consider matters relevant to the Company’s strategy and decision-making. The Board uses this engagement, together with information and analysis provided by the Manager and advisers, to inform its discussions and decisions. To illustrate how the Directors have had regard to the matters set out in Section 172, the table below summarises a selection of key decisions and actions taken by the Board during the year, together with the principal stakeholders considered and the outcomes for the Company. These actions demonstrate how the Board seeks to align the Company’s strategy with the interests of its stakeholders and to promote the sustainable, long-term success of the Company.

Examples:	Stakeholders and s.172 Directors’ duty to promote the success of the Company
The likely consequences of any decision in the long term	Following a period of successful realisations, the Board agreed to declare a special interim dividend of 6.4p paid on 9 May 2025. The Board considered the Company’s cash balances and the VCT rules regarding the 80% test, as well as the Company’s objective of distributing funds to shareholders following exceptional realisations. The Board agreed that the special interim dividend declaration would support the Company in the long term, whilst adhering to its key objectives.
The need to foster the Company’s business relationships with suppliers, customers and others	Through the Manager, the Board maintains appropriate representation at portfolio company level, either via a board appointment or observer status.
The desirability of the Company maintaining a reputation for high standards of business conduct

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Stakeholders and s.172

Directors’ duty to promote the success of the Company

The interests of employees

The impact of the Company’s operations on the community and the environment

The need to act fairly between members of the Company

The Company continues to support the co‑investment scheme operated by the Manager, which requires members of the Manager’s investment team to invest alongside the Company. The Board believes that this arrangement aligns the interests of the Manager’s team with those of the Company’s shareholders and supports the delivery of the Company’s long-term investment objectives. The Board also considers that the co‑investment scheme enables the Manager’s employees to participate in, and benefit from, the success of the Company alongside shareholders. The Board keeps the operation of the co‑investment scheme under review and considers it to be an important component of the overall alignment of interests between the Company, the Manager and its shareholders.

As the Company focuses on providing growth capital to SMEs across the UK, the Board is committed to supporting the local communities in the regions in which it invests. The Manager’s regional office network enables closer engagement with portfolio companies and local business ecosystems, supporting regional economic growth and improving access to capital outside London. The expansion of these regional offices since the prior year has further strengthened the Company’s regional presence and investment capability. Through the Company’s investments, portfolio companies are provided with additional capital to support business growth, job creation and skills development within their local communities. The Manager encourages portfolio companies to operate responsibly, including by paying the National Living Wage where appropriate.

The Manager has also developed an ESG platform to support portfolio companies in improving their ESG practices. The platform enables portfolio companies to access and download relevant policies, track key ESG metrics, including emissions data, and assess progress against ESG standards aligned with the Company’s expectations. This supports improved transparency, accountability and continuous improvement across the portfolio.

The Board is committed to acting fairly between all shareholders, irrespective of the size or duration of their investment. The Company seeks to ensure that all shareholders have equal access to clear, timely and consistent information through multiple channels, including the Company’s online shareholder portal, regulatory announcements and periodic reports. The Company’s website, which was enhanced during the year, provides improved access to Company information and shareholder resources, supporting transparency and informed engagement. The online shareholder portal further enables shareholders to access relevant documentation and updates in a consistent and convenient manner. The Board also encourages shareholder participation at the Annual General Meeting, where all shareholders are able to vote and raise questions. Voting rights are exercised on an equitable basis, ensuring that decisions reflect the collective interests of members as a whole. The Board will continue to use stakeholder engagement and feedback to inform its oversight and decision-making, with a focus on maintaining effective governance, supporting long-term value creation and ensuring the Company remains responsive to its evolving stakeholder and regulatory environment.

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Often referred to as responsible investment, environmental, social and governance principles (“ESG”) provide not only a key basis for generating attractive returns for investors, but also to help build better quality businesses in the UK, creating jobs and making a positive contribution to society. ESG criteria form an integral part of the Manager’s day‑to‑day decision‑making, with all new investments made since May 2018 subject to ESG due diligence and ongoing ESG monitoring. This accounts for c.69% of the current portfolio, with the view to reaching 100% as legacy investments are sold over time. Central to its investment approach are five ESG principles which are used to evaluate investee companies. Overall, over 100 individual key performance indicators are considered under the five principles. The Manager invests in a wide range of sectors and believes its approach covers the key tests that should be applied to assess a company’s ESG performance, throughout the life cycle of an investment.

Principle	Description
Responsible Investment Strategy and awareness	Does the business demonstrate a good awareness of corporate social responsibility? Is this reflected in its processes and management structure?
Environmental	Does the company follow good practice for limiting or mitigating its environmental impact, in the context of its industry? How does it encourage the responsible use of the world’s resources?
Social	What positive outcome does the company have on its employees, customers and society as a whole? Is it taking steps to improve the lives of others, either directly, such as through job creation, or indirectly?
Governance	Does the company and its leadership team demonstrate integrity? Are the correct policies and structures in place to ensure it meets its legislative and regulatory requirements?
Third-party interaction	Is the principle of corporate responsibility evidenced in the company’s supply chain and customers? How does it promote ESG values and share best practice?

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UN SDGs

While contribution to the UN’s Sustainable Development Goals (“SDGs”) is not a determining factor for investment decisions, many investee companies have important linkages, and sometimes contributions, to the SDGs. In May 2021, the Manager formalised its Investment Themes for private equity investments into four areas:
* Health
* Quality Employment at Scale
* Research and Innovation
* Sustainable, Inclusive, Local Infrastructure and the Environment

These outcome‑focused themes help the Manager assess any opportunities in the business model, and by mapping its investments to them, the private equity team can identify the value and benefits for the companies, society and the environment. Each portfolio company is subject to an annual assessment where progress against each of the five principles are measured and an evaluation matrix is updated to allow progress to be tracked and continuous improvement encouraged. The diagram below shows the specific SDGs that the Manager has identified linkages to.

Responsible Investment

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Responsible Investment Credentials

The Manager has been a member of the UK Sustainable Investment and Finance Association since 2009. The Manager is an accredited Living Wage Employer and a signatory of the HM Treasury Women in Finance Charter, committing to implement recommendations to improve gender diversity in financial services. Portfolio companies are encouraged to pursue similar objectives.

Climate change statement

The Manager has a long-term investing vision. As such, taking actions to mitigate the risks posed by climate change whilst also investing to generate commercial returns for our investors must be done hand-in-hand. The Manager has been a signatory to the United Nations‑backed PRI since 2013. PRI is a globally recognised voluntary framework concerned with the incorporation of ESG considerations into the investment decision-making process. It provides a basis for potential and existing investors to judge the quality of a company’s ESG processes and positioning within an industry sector. In 2025, the Manager was awarded five-star scores for Private Equity and all other modules, except listed equities which reduced to four stars reflecting the addition of a sub‑advisory mandate in the year, which has moderated the proportion of AUM classified as fully aligned with responsible investment criteria.The Board supports the Manager’s views on climate change and ESG and its process in the evaluation of an asset’s environmental and social impact during due diligence and thereafter. For each material risk identified during due diligence, a mitigation plan is proposed in the investment submission and these actions form part of each portfolio company’s “100-day plan” post-investment.

From an environmental perspective, analysis relating to the implementation of good industry practice in limiting and mitigating the potentially adverse environmental impact of a company’s operations has four principal components:

• Environmental policy and track record
• Energy and resource usage and environmental impact
• Environmental impact of products and services
• Environmental performance improvements

Regular monitoring post-investment ensures that standards are maintained in respect of ESG issues where there is a change in either the regulatory or operating environment or the composition of the management team.

Task Force on Climate-related Financial Disclosures (“TCFD”)

Foresight Group reports in line with the TCFD recommendations. As a small authorised UK AIFM, and by virtue of its legal entity status, the Company is exempt from TCFD product-level reporting requirements. However, the Manager provides carbon emissions data, which is one of the TCFD’s reporting requirements, through its pioneering Sustainability Data Platform. The Board and the Manager will review the Company’s ability to provide additional TCFD-related data in the future. Further details can be found at www.foresightgroup.eu.

55 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Environmental, human rights, employee, social and community issues

The Board recognises the requirement under Section 414 of the Companies Act 2006 to provide information about environmental matters (including the impact of the Company’s business on the environment), employee, human rights, social and community issues, and information about any policies it has in relation to these matters and the effectiveness of these policies.

The Company does not have any policies in place for human rights, environmental, social and community issues due to having no office premises, no employees and its purchases being services as opposed to tangible products. The Manager’s policies in respect of all the above issues can be found on its website: www.foresightgroup.eu.

The Board currently comprises three female and two male Directors. There is no formal diversity policy in place; however, the Board is conscious of the need for diversity and will consider male and female candidates from all ethnic backgrounds when appointing new Directors.

The Manager has an equal opportunities policy and, as at 31 March 2025, employed 255 men (2024: 239) and 192 women (2024: 167). As at 31 December 2025, Foresight had a total of 38 directors, comprising 30 males and 8 females. Additionally, Foresight had a total of 85 individuals within the Senior Management team, 16 of which were female and 69 of which were male.

Global greenhouse gas emissions

The Company has no greenhouse gas emissions to report from the operations of the Company, nor does it have responsibility for any other emissions sources under the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013.

Responsible Investment 56 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Principal risks, risk management and regulatory environment

Internal controls and risk management

In accordance with the AIC Code of Corporate Governance, the Manager has established a framework of internal controls to effectively manage and mitigate risks. The system includes comprehensive policies, regular risk assessments, and continuous monitoring to ensure operational integrity and regulatory compliance. This proactive approach helps safeguard the Company’s assets and achieve its strategic objectives.

The Manager reports regularly to the Board on the status and effectiveness of these controls and processes. These reports include detailed assessments of risk management, compliance, and performance metrics, ensuring that the Board is fully informed and able to provide appropriate oversight.

To further strengthen the Manager’s governance practices, the Manager engages independent auditors to conduct thorough reviews of their controls and processes. These independent assurance reports provide an objective evaluation of the systems, highlighting areas of strength and opportunities for improvement. The findings from these reports are presented to the Board, ensuring transparency and accountability in the Manager’s operations.

Risks	Risk Description	Key controls and mitigation
Artificial intelligence (“AI”)	The rapid adoption of AI across various sectors poses significant implications for cyber security. Malicious actors are increasingly leveraging AI to spread misinformation campaigns, produce convincing deepfakes, and impersonate individuals significantly elevating financial and reputational risks. This swift integration may expose potential vulnerabilities in the Company’s or Manager’s organisational preparedness and control measures.	The Manager has implemented data governance practices, strict access control policies and continuous monitoring to ensure the security of its use of AI. The Manager also assesses the security practices of third-party suppliers. Ongoing training and awareness campaigns keep employees informed about AI-related security risks and best practices. These measures ensure the use of AI remains resilient against potential cyber security threats.
Cyber security	The increasing volume and sophistication of cyber attacks pose significant risks to the Company and the Manager.	The Manager carries out annual audits on key service providers to the Company either through a due diligence questionnaire or on-site visits, where matters such as cyber security, internal controls and processes are assessed, and feedback and recommendations are shared with the service provider. Furthermore, the Manager has implemented key controls, such as strong access control, and conducts continuous monitoring to ensure disaster recovery and business continuity measures are in place. The Manager also emphasises security awareness and training for employees, assesses third-party cyber security practices, and performs regular security assessments to identify and address potential vulnerabilities.
Changing adviser and investor structures	As the investor demographic evolves, there may be a decline in Independent Financial Adviser (“IFA”) represented investors, potentially impacting the Company’s ability to raise capital. Investors are increasingly considering direct investing or alternative platforms.	To address this, the Manager is enhancing its investor relations strategy, diversifying capital sources, strengthening its digital presence and ensuring compliance with regulatory requirements. Additionally, the Manager works on forming strategic partnerships, integrating technology and seeking regular feedback to adapt to changing investor preferences. Furthermore, the Company has a diversified shareholder base. The Manager works with strategic partners and VCT review houses to ensure diversification on the shareholder register.

57 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Risks: Principal risks, risk management and regulatory environment

The Board conducted a robust assessment of the Company’s emerging and principal risks for FY25. The Board employs a systematic approach to identify emerging risks, ensuring proactive management and mitigation. Quarterly Board reviews focus on emerging risks and their implications, ensuring timely actions to address new challenges. Dynamic risk registers are maintained and updated regularly to reflect new risks, including detailed descriptions and mitigation strategies. These approaches ensure a comprehensive and proactive identification of emerging risks, aligning with best practices in risk management.

The principal risks and uncertainties identified by the Board which might affect the Company’s business and future performance, and the steps taken with a view to their mitigation, are set out below. Continuous environmental scanning of external factors such as market trends, regulatory changes, technological advancements and geopolitical developments helps in identifying potential risks. Emerging risks that have also been considered include those of artificial intelligence, cyber risks and the growing level of sophistication of cyber attacks.

Further details of the Board’s climate change risks and considerations are provided in the Climate change statement in the Responsible Investment section on page 55. In addition, the Board and the Manager continue to monitor emerging geopolitical risks and their impact, both domestically and internationally.

While emerging risks are by nature difficult to predict, the Board and the Manager’s response to issues that may directly or indirectly affect the portfolio is immediate and evolves constantly. The Board questions which parts of the Company’s business may be vulnerable to disruption, including the business models of its investee companies and third-party suppliers. Analysis performed, including the portfolio’s exposure to geopolitical risk and the effect of interest rates on individual investee companies in the year, is circulated to the Board and a best course of action decided. The impact of such risks on the Company’s portfolio is under continuous assessment by the Manager. The Board and the Manager therefore believe that emerging risks are mitigated and monitored so far as possible.Provision 34 of the updated AIC Corporate Governance Code introduces an enhanced requirement for the Board to monitor and review the effectiveness of material controls covering financial, operational, reporting and compliance areas and to include an explicit declaration of their effectiveness at the balance sheet date. This enhanced approach reflects strengthened transparency, accountability and assurance for stakeholders. The enhanced declaration requirement will apply to the Company for the financial year ending 31 December 2026.

In preparation for Provision 34, the Board has been monitoring the Manager’s risk management and internal control framework throughout the year. The Company has adopted a proportionate and structured approach to identifying and mapping such controls, considering the following:

• Controls supporting valuations, financial reporting and share issuance/buyback process
• Controls governing investment decision-making, portfolio monitoring and due diligence
• Operational and resilience controls operated by the Manager, including technology and data governance
• Compliance controls relating to the Company’s regulatory obligations as listed VCT

Using the Manager’s enterprise risk management framework, key controls have been mapped to relevant principal risks. This enables clearer articulation of control ownership, documentation of control design, and more effective monitoring of operating effectiveness. Focus areas during the year have included:

• Financial reporting and valuation methodologies
• Technology, cybersecurity and data governance
• Oversight of outsourced and third-party service providers
• Fraud risk management and economic crime controls
• Business continuity and disaster recovery arrangements at the Manager and key suppliers

58 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements Risks

Principal risks, risk management and regulatory environment

Risk	Risk Description	Key controls and mitigation
Market risk	Macroeconomic changes, and geopolitical developments, including the risk of war or external shocks affect the investment community in general and lead to a fall in the valuation of investee companies, a drop in the Company’s share price or widening discount to Net Asset Value, resulting in capital losses for shareholders. Over the past fiscal year, we have observed a notable increase in market risks due to several factors. Economic fluctuations, political events, rapid technological advancements, interest rate changes and exchange rate variability have collectively contributed to heightened market volatility and uncertainty. These developments necessitate vigilant risk management and strategic planning to navigate the evolving landscape effectively.	The Manager ensures the portfolio is diversified and the Board reviews it at least quarterly. The Company also maintains sufficient cash reserves to be able to provide additional funding to investee companies where appropriate and to repurchase its own shares.
Internal control risk	The control environments of the Company’s service providers, including the Manager, have inadequate procedures for the identification, evaluation and management of cyber security and data protection, putting the Company’s assets and data at risk. Over the past fiscal year, internal control risk has trended upward due to the increasing complexity of operations, evolving regulatory requirements, rapid technological advancements and resource constraints. In line with the new AIC guidance on internal control reporting, the Company is committed to enhancing its internal control systems to ensure compliance and mitigate these risks effectively. This includes continuous monitoring and improvement of control processes to address any identified deficiencies and maintain robust financial reporting standards.	The Board carries out annual reviews of the system of internal and cyber controls, both financial and non-financial, operated by the Manager and other service providers. These reviews include controls designed to ensure that the Company’s assets are safeguarded and that proper accounting records are maintained.
Strategic and performance risk	The Board fails to set appropriate strategic objectives and fails to monitor the Company’s implementation of strategy, which leads to prolonged poor performance, resulting in a lack of investor demand for the Company’s shares, making it difficult to raise new capital, a lack of cash available to fund buybacks and an inability to control a widening share price discount to NAV.	The Board and the Manager meet for an annual strategy day. Also, the investment strategy and underlying performance are further monitored quarterly at Board meetings. The Manager aims to implement robust performance management strategies to identify and address under-performance early. This includes setting clear goals, providing regular feedback, and offering training and development opportunities. The Manager aims to maintain transparent and frequent communication with investors about the Company’s performance, strategies and future plans. This can help build trust and confidence in the Company’s potential. Furthermore, the Manager aims to reduce reliance on a single source of revenue by diversifying the portfolio. This can help stabilise income and make the Company more resilient to market fluctuations. There is a major focus on improving the Company’s financial health by managing costs effectively, optimising cash flow and maintaining a healthy balance sheet.

Increase Trending up Decrease No change

59 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements Risks

Principal risks, risk management and regulatory environment

Risk	Risk Description	Key controls and mitigation
Regulatory risk	There is a risk that the Company may fail to comply with applicable laws and regulations, including VCT rules, UK Listing Rules, the AIC Code on Corporate Governance, the Stewardship Code, the Companies Act, the Bribery Act, Market Abuse Regulations, data protection rules, the Criminal Finances Act and relevant Tax Acts. Non-compliance could result in reputational damage, regulatory sanctions or loss of VCT qualifying status for investments. Radical changes to VCT rules could also affect the ability to generate satisfactory investment returns and issue new shares, leading to potential cash flow constraints. These constraints may restrict dividend payments or share buybacks and limit the Company’s ability to manage a widening share price discount to NAV. The “Sunset Clause” for EIS and VCT reliefs has been extended by ten years to April 2035, following the European Commission’s confirmation that they would not oppose the continuation of the scheme. This removed uncertainty about the future of VCTs. However, the recently announced reduction in VCT income tax relief from 30% to 20% may affect investor demand for new share issues, potentially reducing the availability of capital for deployment and constraining the Company’s capacity to support both new and existing portfolio companies.	The Manager is contracted to provide company secretarial, accounting and administration services through qualified professionals and the Board receives regular updates on compliance with relevant regulations. The Company, the Manager and the VCT status adviser are, between them, members of the VCT Managers Association, EIS Association and the AIC and are regularly consulted by HMRC and HM Treasury, or reply to consultations, before changes in legislation take place, often enabling a middle ground to be agreed on legislative changes. The Board and the Manager review corporate governance and regulatory changes on a quarterly basis. The Manager aims to maintain adequate cash reserves to manage potential cash flow issues arising from regulatory changes. This ensures the Company can continue dividend payments and share buybacks even during periods of uncertainty. The Manager engages in transparent and frequent communication with investors to keep them informed about regulatory changes, their potential impact and the Company’s mitigation strategies. This helps build investor confidence and maintain demand for the Company’s shares. The Manager develops flexible investment strategies that can be quickly adapted to changing regulatory environments. This includes identifying alternative investment opportunities that comply with new regulations while still offering satisfactory returns.

Increase Trending up Decrease No change

60 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements Risks

Principal risks, risk management and regulatory environment

Risk	Risk Description	Key controls and mitigation
VCT qualifying status risk	The Company fails to observe the conditions laid down in the Income Tax Act 2007 for the maintenance of approved VCT status. The loss of such approval could lead to the Company ceasing to be exempt from corporation tax on capital gains, to investors being liable to pay income tax on dividends received from the Company and capital gains tax on the disposal of their shares, and in certain circumstances, this could lead to investors being required to repay the initial income tax relief on their investment.	The Manager takes legal advice for each transaction to ensure all investments are qualifying. Advance assurance, where appropriate, is sought from HMRC ahead of completion. The Manager keeps the Company’s VCT qualifying status under continual review, seeking to take appropriate action to maintain it where required, and its reports are reviewed by the Board on a quarterly basis. The Board has also retained Shakespeare Martineau LLP to undertake an independent VCT status monitoring role.

The Company’s investments are in small and medium-sized unquoted companies which are VCT qualifying holdings, and which, by their nature, entail a higher level of risk, subjective valuations and lower liquidity than investments in larger quoted companies. Unquoted companies have no published market price for their shares. The value of the shares needs to be calculated using estimates and judgements and is reliant on the accuracy and completeness of information provided by investee companies. As the Manager’s remuneration is based on the Company’s Net Asset Value, there is an inherent conflict of interest in valuations of the portfolio by the Manager. The Company may not be able to sell its investments in unquoted companies. Insufficient capital realisations and the Company’s inability to raise new capital could prevent the Company from meeting its financial objectives and restrict dividends and buybacks.

The Manager aims to limit the risk of the portfolio as a whole by careful selection, close monitoring and timely realisation of investments by carrying out rigorous due diligence procedures and maintaining a spread of holdings in terms of industry sector. The Board reviews the investment portfolio and anticipated realisations with the Manager on a quarterly basis. Valuations are prepared in accordance with the IPEV Valuation Guidelines, as discussed in more detail in note 1 to the accounts. Sensitivity analysis is disclosed in note 14. The Board reviews portfolio valuations quarterly and the external auditor performs an annual review, as noted in the Independent Auditor’s Report.

• Increase
• Trending up
• Decrease
• No change

Principal risks, risk management and regulatory environment

61 Foresight VCT plc Annual Report and Accounts 31 December 2025
Strategic Report
Introduction
Governance
Financial Statements

In accordance with the AIC Corporate Governance Code (2024), the Directors have assessed the prospects of the Company over the three-year period to 31 December 2028. This period is consistent with the time horizon used by the Board for strategic planning purposes and is considered appropriate given the nature and scale of the Company’s activities. While the Company’s investment strategy is long term, the three‑year assessment period enables the Board to undertake a robust and meaningful evaluation of the principal risks and opportunities facing the Company over the short to medium term. This time horizon aligns with the Board’s strategic planning cycles and provides a balanced framework for assessing resilience, adaptability to market conditions and progress towards the Company’s long-term objectives.

Principal risks and uncertainties

In making this statement, the Board carried out an assessment of the principal risks facing the Company, including those that might threaten its business model, future performance, solvency or liquidity. The Board concentrated its efforts on the major factors that affect the economic, regulatory and political environment.

Business model and strategy

The Board also considered the ability of the Company to raise finance and deploy capital. This assessment took account of the availability and likely effectiveness of the mitigating actions that could be taken to avoid or reduce the impact of the underlying risks, including the Manager adapting its investment process to take account of the more restrictive VCT investment rules that currently apply.

Financial position and performance

The Directors have also considered the Company’s income and expenditure projections and underlying assumptions for the next three years and believe these to be soundly based.

Stress testing and scenario analysis

Stress testing on the cash flow forecast has not been performed, due to the discretionary nature of the main inflows and outflows. If fewer funds are raised, and fewer realisations achieved, then fewer investments and buybacks can be made and reduced dividends can be paid. The contracted ongoing costs of the Company are sufficiently covered for the next three years.

Based on the Company’s processes for monitoring cash flow, share price discount, review of the investment objective and policy, asset allocation, sector weightings and portfolio risk profile, the Board has concluded that there is a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the three years to 31 December 2028.

This Strategic Report has been prepared in accordance with the requirements of Section 414 of the Companies Act 2006 and best practice. Its purpose is to inform the members of the Company and to help them assess how the Directors have performed their duty to promote the success of the Company, in accordance with Section 172 of the Companies Act 2006.

Future strategy

The Board and the Manager believe that the strategy of continuing to qualify as a VCT and focusing on growth private equity investments is currently in the best interests of shareholders and the historical information reproduced in this report is evidence of positive recent performance in this area. The Company’s performance relative to its peer group will depend on the Manager’s ability to allocate the Company’s assets effectively, make successful investments and manage its liquidity appropriately.

Based on this comprehensive assessment, the Board has a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the next three years. The Board is confident in the Company’s ability to navigate potential challenges and capitalise on opportunities to achieve its strategic objectives. The Board acknowledges that the assessment is subject to inherent uncertainties and assumptions. Any significant changes in the external environment or unforeseen events could impact the Company’s viability. The Board will continue to monitor these factors closely and take appropriate actions to ensure the Company’s long-term success.

This Strategic Report has been approved for issue by the Board.

Margaret Littlejohns
Chair
13 April 2026

Viability Statement

62 Foresight VCT plc Annual Report and Accounts 31 December 2025
Strategic Report
Introduction
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Financial Statements

• 64 Board of Directors
• 66 Directors’ Report
• 72 Corporate Governance
• 77 Audit Committee Report
• 79 Directors’ Remuneration Report
• 83 Statement of Directors’ Responsibilities

Governance 63 Foresight VCT plc Annual Report and Accounts 31 December 2025
Strategic Report
Introduction
Governance
Financial Statements

A Board with extensive experience in investment funds, listed company governance and long‑term value creation.

Board of Directors

Margaret Littlejohns

Chair of the Board
Appointed 1 October 2017

Experience
Margaret has 20 years of experience in both commercial and investment banking, developing particular expertise in derivatives and in credit and market risk management. Between 2004 and 2006, she co‑founded two start‑up ventures, providing self‑storage facilities to domestic and business customers in the Midlands and acted as finance director until the businesses were successfully sold in 2016.

Other positions
Margaret previously served as senior independent non-executive director of UK Commercial Property REIT Limited, non-executive chair of Henderson High Income Trust plc and as non-executive director of JPMorgan Mid Cap Investment Trust plc.

Beneficial shareholding at the date of this report
86,255 shares

Patricia Dimond

Non-Executive Director and Chair of the Audit and Remuneration Committees
Appointed 1 February 2021

Experience
Patty has had an international career with over 30 years in the consumer, retail and financial sectors. As an executive or strategic adviser, she has worked with FTSE 100, private equity and owner‑managed companies. She is an alumna of McKinsey & Company and a CFA charterholder. Patty qualified as a Chartered Accountant working with Deloitte Haskins & Sells and holds an MBA from IMD Switzerland.

Other positions
Patty currently serves as the senior independent director of Hilton Food Group plc and is both the chair of the audit committee and the senior independent director of Aberforth Smaller Companies Trust plc. She is a trustee of Booker Prize Foundation.

Beneficial shareholding at the date of this report
130,842 shares

David Ford

Non-Executive Director and Chair of the Management Engagement Committee
Appointed 1 January 2023

Experience
David has City-based experience as a former managing director in equities for Prudential Capital Group and in fixed income for Intermediate Capital Group. Since 2017, he has been investing on his own behalf as an angel investor and as an adviser to funds.

Other positions
David sits as a non-executive director on the boards of a number of small early-stage companies. He is also a non-executive director of HPS CLO Strategic Opportunities Co SARL, a Luxembourg-registered fund managed by HPS Investment Partners (a BlackRock-owned alternative asset manager).

Beneficial shareholding at the date of this report
58,513 shares

Committee	Role
Audit Committee	C
Management Engagement Committee	C
Nomination Committee	C
Remuneration Committee	C

64 Foresight VCT plc Annual Report and Accounts 31 December 2025
Strategic Report
Introduction
Governance
Financial Statements

Board of Directors

Dan Sandhu

Non-Executive Director and Chair of the Nomination Committee
Appointed 1 January 2023

Experience
Dan has commercial experience in the UK, China and India, successfully growing start-up companies funded by private equity. Dan, a qualified Chartered Accountant, is currently the chief executive officer at Education Development Trust and was previously chief executive officer of Sparx Learning. He has been an active angel investor in the UK as well as being one of the founding members of Indian Angel Network, New Delhi.Other positions Dan is a member of the Institute of Chartered Accountants in England and Wales and sits on the Leadership Council of the Centre for Universal Education at the Brookings Institution in Washington. Beneficial shareholding at the date of this report 23,337 shares Denise Hadgill Non-Executive Director Appointed 1 November 2025 Experience Denise has over 35 years’ experience in the investment industry, including senior roles in fund management and client strategy. She has held positions at Schroders as a UK Equity Fund Manager and at BlackRock as Managing Director and Head of UK Product Strategy. Denise is currently a non-executive director of Smithson Investment Trust plc and Pharmaceutical and General Provident Society Limited, and has previously served as a non-executive director of Henderson Diversified Income Trust Plc. Other positions Denise is a non-executive director of Smithson Investment Trust plc as well as the mutual society, Pharmaceutical and General Provident Society Limited, and was formerly a non‑executive director of Henderson Diversified Income Trust Plc. Beneficial shareholding at the date of this report 21,097 shares Audit Committee Management Engagement Committee Nomination Committee Remuneration Committee C Chair C

65 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Directors’ Report

The Directors present their report together with the audited financial statements of the Company for the year ended 31 December 2025.

Activities and status

The principal activity of the Company during the year was the making of investments in unquoted companies in the UK. The Company is not an investment company within the meaning of Section 833 of the Companies Act 2006. It has satisfied the requirements as a VCT under Sections 274–280A of the Income Tax Act 2007. Confirmation of the Company’s qualification as a VCT has been received up to 31 December 2024 and the Board has managed and intends to continue to manage the Company’s affairs in such a manner as to continue to comply with these regulations.

Net Asset Value Total Return

During the year ended 31 December 2025, the Company’s principal indicator of performance, NAV Total Return, was 0.1% (2024: 8.7%).

Dividends

The Board recommended a final dividend in respect of the year ended 31 December 2024 of 4.1p per share which was paid on 27 June 2025. The Board also declared a special dividend of 6.4p per share following the successful realisation of Hospital Services Group, which was paid on 9 May 2025. The Board is recommending a final dividend for the year ended 31 December 2025 of 3.6p per share, to be paid on 26 June 2026 based on an ex‑dividend date of 11 June 2026, with a record date of 12 June 2026.

Political contributions

During the fiscal year, the Company did not make any political contributions. The Board remains committed to maintaining transparency and adhering to all relevant regulations regarding political donations and contributions.

Engagement with suppliers, customers and others

In accordance with the Companies Act 2006, the Directors have had regard to the interests of the Company’s key stakeholders, including suppliers, customers and other business partners, in the performance of their duties throughout the year. The Board recognises that effective stakeholder engagement is fundamental to building strong and sustainable relationships, maintaining a high‑quality supply chain and understanding stakeholder expectations. Engagement has been undertaken through regular dialogue, feedback mechanisms and ongoing collaboration, and the insights gained have informed Board discussions and decision‑making, supporting the Company’s long‑term success.

Share issues

During the year, 29,798,633 shares and 7,710,591 shares were issued pursuant to an offer for subscription and the dividend reinvestment scheme respectively. Shares were issued at issue prices ranging from 70.0p to 81.8p per share. At 31 December 2025, the Company had 299,028,488 shares in issue.

Share buybacks

During the year, the Company repurchased 10,259,989 shares for cancellation at a cost of £6,949,000. No shares bought back by the Company are held in treasury. Share buybacks have been completed at an average discount of 7.5%.

Principal risks, risk management and regulatory environment

A summary of the principal risks faced by the Company is set out in the Strategic Report on pages 57 to 61.

Financial instruments

Details of all financial instruments used by the Company during the year are given in note 14 to the accounts.

66 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Policy of paying creditors

The Company does not subscribe to a particular code but follows a policy whereby suppliers are paid by the due date and investment purchases are settled in accordance with the stated terms. At the year end, trade creditors represented an average credit period of zero days (2024: 22 days).

Management

The Company has appointed Foresight Group LLP (the “Manager”) to provide investment management, accounting and administration services. Annually, the Management Engagement Committee reviews the appropriateness of the Manager’s appointment. In carrying out its review, the Management Engagement Committee considers the investment performance of the Company and the ability of the Manager to produce satisfactory investment performance. It also considers the length of the notice period of the investment management contract and fees payable to the Manager, together with the standard of other services provided, which include company secretarial services. It is the Board’s opinion that the continuing appointment of the Manager on the terms agreed is in the interests of shareholders as a whole. The last review was undertaken in December 2025. The principal terms of the management agreement are set out in note 3 to the accounts. The annual expenses cap is 2.4% of net assets, which is one of the lower expenses caps of any VCT with total assets over £50 million. No Director has an interest in any contract to which the Company is a party other than their own appointment.

Foresight Group LLP was appointed as Manager on 27 January 2020 and earned fees of £4,006,000 in the year to 31 December 2025 (2024: £4,174,000). These fees related to the ongoing active management of the portfolio, including identification of suitable new investment opportunities and exit routes. A further £2,160,000 performance incentive fee has been accrued in the accounts at 31 December 2025. Further details of this can be found in note 13.

Foresight Group LLP received £130,000 (2024: £130,000) during the year in respect of secretarial, administrative, accounting and custodian services to the Company. These fees cover the administrative management of operating the VCTs, including producing management and quarterly accounts, monitoring VCT test compliance, managing the statutory books and making Companies House filings. Foresight Group LLP also received from investee companies arrangement fees of £467,000 (2024: £384,000) and Directors’ fees of £1,184,000 (2024: £1,187,000). Arrangement fees cover the cost of each deal process, including conducting due diligence and negotiating with management and shareholders, and Directors’ fees cover the cost of Foresight employees acting as Directors on the Boards of each investee company.

	Year ended 31 December 2025 £’000	Year ended 31 December 2024 £’000
Management fee	4,006	4,174
Performance incentive fee	2,160	2,030
Secretarial fee	130	130
Arrangement fees	467	384
Directors’ fees	1,184	1,187
	7,947	7,905

All amounts are stated, where applicable, net of VAT. The Manager is also a party to the co‑investment described in note 13 to the accounts. At the time of writing, officers and staff of the Manager held a total of 2,175,277 shares in the Company.

Performance-related incentives

Shareholders approved a co‑investment scheme and performance incentive arrangements at a general meeting held on 15 June 2023, effective from 1 January 2023. Co‑investment and performance incentive arrangements were novated from Foresight Group CI Limited to the Manager on 27 January 2020. Details can be found in note 13 to the accounts.

Venture Capital Trust status

Foresight VCT plc has been granted approval as a Venture Capital Trust (“VCT”) under Sections 274-280A of the Income Tax Act 2007 for the year ended 31 December 2024. The next complete review will be carried out for the year ending 31 December 2025. It is intended that the business of the Company be carried on so as to maintain its VCT status. The Board and the Manager have managed, and continue to manage, the business in order to comply with the legislation applicable to VCTs. The Board has appointed Shakespeare Martineau LLP to monitor and provide continuing advice in respect of the Company’s compliance with applicable VCT legislation and regulation. Reviews of prospective investments are carried out by advisers assisting on the relevant investment transaction. The Board monitors the Company’s VCT status at quarterly meetings based on advice from Shakespeare Martineau LLP and the Manager monitors the status on a continuing basis. As at 31 December 2025, the Company had 95.6% (by VCT value) of its applicable funds in such VCT qualifying holdings.

Directors’ Report 67 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

VCT tax benefit for shareholders

To obtain VCT tax reliefs on subscriptions up to £200,000 per annum, a VCT investor must be a “qualifying” individual over the age of 18 with UK taxable income.The tax reliefs for subscriptions since 6 April 2006 are:
* Income tax relief of up to 30% on subscription by qualifying investors for new shares
* VCT dividends (including capital distributions of realised gains on investments) are not subject to income tax in the hands of qualifying investors
* Capital gains on disposal of VCT shares by qualifying investors are tax‑free, whenever the disposal occurs

The upfront income tax relief will be forfeited by shareholders if the shares are not held for five years or the Company loses its approval as a VCT in that period. The other tax reliefs will similarly be lost if the Company loses its approval as a VCT. From 6 April 2026, the income tax relief was reduced from 30% to 20%.

Substantial shareholdings

So far as the Board is aware, there were no individual shareholdings representing 3% or more of the Company’s issued share capital at the date of this report.

Likely future developments

Please refer to the Manager’s Review on page 25 for more details on likely future developments.

Alternative Investment Fund Managers Directive (“AIFMD”)

The AIFMD came into force on 22 July 2013 and sets out the rules for the authorisation and ongoing regulation of Alternative Investment Fund Managers (“AIFMs”) that manage authorised Alternative Investment Funds (“AIFs”) in the EU. The Company qualifies as a small authorised AIF and so is required to comply, although additional costs and administration requirements are not material. The Company’s approval was confirmed in August 2014. This has not affected the current arrangements with the Manager, who continues to report to the Board and manage the Company’s investments on a discretionary basis.

Valuation policy

Investments held by the Company have been valued in accordance with the International Private Equity and Venture Capital (“IPEV”) Valuation Guidelines (December 2022) developed by the British Venture Capital Association and other organisations. Through these guidelines, investments are valued as defined at “fair value”. Where the investment being valued was made recently, its cost would normally provide a good starting point for estimating fair value. At each measurement date, fair value is estimated using appropriate valuation techniques. Investments quoted or traded on a market are valued at bid price. The portfolio valuations are prepared by the Manager, reviewed and approved by the Board quarterly, and are subject to annual review by the external auditor.

Statutory Instrument 2008/410 schedule 7 part 6

The following disclosures are made in accordance with Statutory Instrument 2008/410 schedule 7 part 6:

Capital structure

The Company’s issued share capital as at 13 April 2026 was 353,377,656 Ordinary Shares of 1p each. Further information on the share capital of the Company is detailed in note 11 to the accounts.

Voting rights in the Company’s shares

Details of the voting rights in the Company’s shares at the date of this report are given in note 5 in the Notice of Annual General Meeting on page 118.

Notifiable interests in the Company’s voting rights

At the date of this report, no notifiable interests had been declared in the Company’s voting rights.

Auditor

Pursuant to Section 487(2) of the Companies Act 2006, the Board has decided to propose the re‑appointment of Deloitte LLP as auditor and a resolution concerning this will be proposed at the Annual General Meeting.

Audit information

Pursuant to Section 418(2) of the Companies Act 2006, each of the Directors confirms that:
(a) so far as they are aware, there is no relevant audit information of which the Company’s auditor is unaware; and
(b) they have taken all steps they ought to have taken to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of such information.

Directors’ Report 68 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements Directors’ Report

Companies Act 2006 disclosures

In accordance with Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, as amended, the Directors disclose the following information:
* The Company’s capital structure and voting rights are summarised above, and there are no restrictions on voting rights nor any agreement between holders of securities that result in restrictions on the transfer of securities or on voting rights
* There exist no securities carrying special rights with regard to the control of the Company
* The rules concerning the appointment and replacement of Directors, amendment of the Articles of Association and powers to issue or buy back the Company’s shares are contained in the Articles of Association of the Company and the Companies Act 2006
* The Company does not have an employee share scheme
* There exist no agreements to which the Company is party that may affect its control following a takeover bid
* There exist no agreements between the Company and its Directors providing for compensation for loss of office that may occur following a takeover bid or for any other reason

Conflicts of interest

The Directors have declared any conflicts or potential conflicts of interest to the Board, which has the authority to approve such conflicts. The Company Secretary maintains the Register of Directors’ Conflicts of Interest, which is reviewed quarterly by the Board and when changes are notified. The Directors advise the Company Secretary and Board as soon as they become aware of any conflicts of interest. Directors who have conflicts of interest do not take part in discussions concerning their own conflicts.

Whistleblowing

The Board has been informed that the Manager has arrangements in place in accordance with the UK Corporate Governance Code’s recommendations by which staff may, in confidence, raise concerns within their respective organisations about possible improprieties in matters of financial reporting or other matters. On the basis of that information, adequate arrangements are in place for the proportionate and independent investigation of such matters and, where necessary, for appropriate follow‑up action to be taken.

Going concern

The Company’s business activities, together with the factors likely to affect its future development, performance and position, are set out in the Strategic Report. The financial position of the Company, its cash flows, liquidity position and borrowing facilities are referred to in the Chair’s Statement, Strategic Report and Notes to the Accounts. In addition, the Annual Report and Accounts include the Company’s objectives; policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to credit risk and liquidity risk.

The Company has adequate financial resources, together with investments and income generated therefrom, across a variety of industries and sectors. The Board believes that the Company is able to manage its business risks. Three-year cash flow projections to 31 December 2028 have been reviewed and show that the Company has sufficient funds to meet both its contracted expenditure and its discretionary cash outflows in the form of share buybacks and dividends. The Company has no external loan finance in place and therefore is not exposed to any gearing covenants, although its underlying investments may have external loan finance.

The Directors have thoroughly assessed the impact of US trade tariffs and global geopolitical conflicts, particularly those involving Russia and the Middle East, which have contributed to heightened market volatility and uncertainty. Additionally, the challenging economic outlook, characterised by slow growth has been carefully considered. Despite these external challenges, the Directors have a reasonable expectation that the Company possesses adequate resources to maintain operational continuity for the foreseeable future, extending at least 12 months from the date of approval of these financial statements. This confidence is underpinned by the Company’s strong financial position, robust risk management framework, and strategic planning processes. Consequently, the Directors continue to adopt the going concern basis of accounting in preparing the Annual Report and Accounts, ensuring that the financial statements provide a true and fair view of the Company’s financial health and prospects. Post-balance sheet events are disclosed in note 20.

Directors’ remuneration

Following changes to the Companies Act 2006, UK investment companies must comply with new regulations in relation to Directors’ remuneration. Directors’ fees can only be paid in accordance with a remuneration policy which has been approved by shareholders. The Company must also publish a Directors’ Remuneration Report that complies with a new set of disclosure requirements. See pages 79 to 82.

69 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Directors’ indemnification and insurance

To the extent permitted by law, the Directors have the benefit of indemnities under the Articles of Association of the Company against liabilities they may incur acting in their capacity as Directors of the Company. An insurance policy is maintained by the Company which indemnifies the Directors and the Company against certain liabilities that may arise in the conduct of their duties. There is no cover in respect of fraudulent or dishonest actions. These indemnities were made during the year and remain in force at the date of this report.

Annual General Meeting

A formal notice convening the Annual General Meeting on 4 June 2026 can be found on pages 116 and 117. Voting on all resolutions will be conducted through a poll including all proxy votes submitted. All shareholders are, therefore, actively encouraged to submit their votes by proxy.Proxy forms should be completed in accordance with the instructions thereon and must be lodged with the Company’s registrar no later than 48 hours (excluding non‑working days) before the time of the meeting. For further detail please refer to the notes to the notice of Annual General Meeting which can be found on pages 116 and 117. Resolutions 1 to 10 will be proposed as ordinary resolutions, meaning that for each resolution to be passed, more than 50% of the votes cast at the meeting must be in favour of the resolution. Resolutions 11 and 12 will be proposed as special resolutions, meaning that for each resolution to be passed, at least 75% of the votes cast at the meeting must be in favour of the resolution. Resolutions 10 to 12 renew share issue and buyback authorities granted at previous general meetings of the Company and, together with Resolution 9, are explained in further detail below. The Directors believe that the proposed resolutions are in the interests of shareholders and accordingly recommend shareholders to vote in favour of each resolution.

Resolution 9

The Directors recommend to shareholders the payment of a final dividend in respect of the financial year ended 31 December 2025 of 3.6p per Ordinary Share of 1p each in the capital of the Company, for payment on 26 June 2026 to shareholders on the register on 12 June 2026.

Resolution 10

Resolution 10 will authorise the Directors to allot relevant securities generally, in accordance with Section 551 of the Companies Act 2006, up to an aggregate nominal amount of approximately £1,500,000 (representing 42.4%) of the issued share capital of the Company as at the date of this Annual Report). This authority will be used for the purposes listed under the authority requested under Resolution 11. This includes authority to issue shares pursuant to the dividend reinvestment scheme operated by the Company, performance incentive fee arrangements with Foresight Group LLP and relevant individuals of the Foresight investment team and further top-up offers for subscription to raise new funds for the Company if the Board believes this to be in the best interests of the Company. All new offers are intended to be at an offer price linked to NAV. The authority conferred by Resolution 10 is in substitution for all existing authorities and will expire (unless renewed, varied or revoked by the Company in a general meeting) on the conclusion of the Annual General Meeting of the Company to be held in the year 2027, or, if earlier, on the date falling 15 months after the passing of the resolution, save that the Company may allot equity shares after such date in pursuance of a contract or contracts made prior to the expiration of this authority.

Resolution 11

Resolution 11 will sanction, in a limited manner, the disapplication of pre‑emption rights in respect of the allotment of equity securities: (i) with an aggregate nominal amount of up to £600,000 pursuant to offer(s) for subscription; (ii) with an aggregate nominal amount of up to 10% of the issued share capital pursuant to the dividend reinvestment scheme operated by the Company at a subscription price per share, which may be less than the Net Asset Value per share, as may be prescribed by the scheme terms; (iii) with an aggregate nominal amount of up to £100,000 pursuant to performance incentive arrangements with Foresight Group LLP and relevant individuals of the Foresight Group LLP investment team at a subscription price which may be less than the Net Asset Value per share; and (iv) with an aggregate nominal amount of up to 10% of the issued share capital from time to time for general purposes, in each case where the proceeds of such issue may be used in whole or part to purchase the Company’s shares. The authority conferred by Resolution 11 is in substitution for all existing authorities and will expire (unless renewed, varied or revoked by the Company in a general meeting) at the conclusion of the Annual General Meeting to be held in 2027 or, if earlier, on the date falling 15 months after the passing of the resolution, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require equity securities to be allotted after such expiry, and Directors shall be entitled to allot equity securities pursuant to any such offers or agreements as if the authority conferred hereby had not expired.

Directors’ Report

Foresight VCT plc Annual Report and Accounts 31 December 2025
Strategic Report Introduction Governance Financial Statements Annual General Meeting

Resolution 12

It is proposed by Resolution 12 that the Company be authorised to make market purchases of the Company’s own shares. Under this authority, the Directors may purchase up to 52,971,310 shares (representing approximately 14.99% of the Company’s shares in issue at the date of this Annual Report) or, if lower, such number of shares (rounded down to the nearest whole share) as shall equal 14.99% of the issued share capital at the date the resolution is passed. When buying shares, the Company cannot pay a price per share which is more than 105% of the average of the middle market quotation for a share taken from the London Stock Exchange daily official list on the five business days immediately before the day on which shares are purchased or, if greater, the amount stipulated by Article 5(6) of the Market Abuse Regulation (EU) 596/2014 (as such Regulation forms part of UK law and as amended). The authority conferred by Resolution 12 is in substitution for all existing authorities and will expire (unless renewed, varied or revoked by the Company in a general meeting) at the conclusion of the Annual General Meeting to be held in 2027 or, if earlier, on the date falling 15 months after the passing of the resolution, save that the Company may purchase its shares after such date in pursuance of a contract or contracts made prior to the expiration of this authority.

Front‑end VCT income tax relief is only obtainable by an investor who makes an investment in new shares issued by the Company. This means that investors may be willing to pay more for new shares issued by the Company than they would pay to buy shares from an existing shareholder. Therefore, in the interest of shareholders who may wish to sell shares from time to time, the Company proposes to renew the authority to buy‑in shares, as it enables the Board to provide a degree of liquidity in the Company’s shares. Whilst, generally, the Company does not expect that shareholders will want to sell their shares within five years of subscribing for them because this would lead to a loss of tax relief, the Directors anticipate that from time to time a shareholder may need to sell shares within this period. In making purchases, the Company will deal only with member firms of the London Stock Exchange and at a discount to the then prevailing Net Asset Value per share of the Company’s shares to ensure that existing shareholders’ interests are protected.

This report has been approved for issue by the Board.

Foresight Group LLP
Company Secretary
13 April 2026

Directors’ Report 71
Foresight VCT plc Annual Report and Accounts 31 December 2025
Strategic Report Introduction Governance Financial Statements

The AIC Code addresses the Principles and Provisions set out in the UK Corporate Governance Code (the “AIC Code”) issued by the Financial Reporting Council (“FRC”), as well as setting out additional Provisions on issues that are of specific relevance to the Company. The Board considers that reporting against the Principles and Provisions of the AIC Code, which has been endorsed by the Financial Reporting Council, provides more relevant information to shareholders. During the year, the Board focused on the implementation of the AIC Corporate Governance Code 2024, which applies to accounting periods beginning on or after 1 January 2025, to ensure continued compliance with its Principles and Provisions. The Company has complied with the applicable Principles and Provisions of the AIC Code for the year ended 31 December 2025.

The Board

The Board comprises five Directors, all of whom are non-executive and deemed independent. The Board actively encourages Directors to hold shares in the Company, ensuring that their personal interests are aligned with the interests of shareholders. The Board does not feel that such holdings call into question Directors’ independence. The Nomination Committee meets annually to discuss the appropriateness of the Board appointments and Directors are required to stand for annual re-election. The Directors have significant relevant experience of similar investment funds to VCTs, regulatory organisations, corporate governance of listed companies, the private equity sector and investing in small companies.

Disclosure of conflicts of interest

In line with the AIC Corporate Governance Code 2024, the Board has established robust procedures for the identification, disclosure and management of conflicts of interest. Directors are required to declare any actual or potential conflicts at the start of each Board meeting and as they arise during the year. The Board maintains a register of interests and ensures that any identified conflicts are managed appropriately, including, where necessary, through the recusal of affected Directors from relevant discussions or decisions. These arrangements support the integrity of the Board’s decision‑making and ensure that independent judgement is maintained and not unduly influenced by third parties.

Relationship with the Manager

The Board maintains a close and constructive relationship with the Manager, which is essential for the effective operation of the Company. Regular meetings are held to discuss the Company’s performance, strategic direction and any issues that may arise.The Manager provides comprehensive reports on portfolio performance, market conditions and investment opportunities, enabling the Board to make informed decisions. This collaborative relationship ensures that the Company’s long‑term objectives are aligned with the interests of shareholders.

Corporate reporting

As part of its focus on maintaining high standards of corporate reporting, the Board monitors developments in reporting regulation and, where appropriate, engages with relevant regulators. During the year, the Company engaged with the Financial Reporting Council in relation to the operation of the Corporate Reporting Review procedures, and the FRC provided observations and suggestions aimed at enhancing the clarity and effectiveness of the Company’s reporting.

Corporate Governance

“ In line with the AIC Corporate Governance Code 2024, the Board continues to enhance its governance framework, with particular focus on internal controls and effective risk oversight from 1 January 2026.”

Margaret Littlejohns
Chair
72 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Corporate reporting

The Board has considered this feedback and is implementing relevant enhancements within the Annual Report and Accounts. The FRC subsequently published its review and results summary on its website. The Board considers that this constructive engagement supports continuous improvement in the quality of the Company’s reporting and reinforces its commitment to transparent, clear and balanced disclosure in the interests of shareholders.

Diversity and inclusion statement

In compliance with DTR 7.2.8A, the Board of Directors remains committed to fostering diversity and inclusion. The Board currently consists of five Directors, three of whom are female and two male, including one Director from a non-white background. At the date of this report, the Chair of the Board and the Chair of the Audit Committee are held by female Directors. Following the upcoming Annual General Meeting, the composition of the Board will change in line with planned succession. The Board considers diversity of gender, background and experience to be an important factor in ensuring effective governance and balanced decision-making, and believes that a diverse Board enhances constructive challenge and strategic oversight.

External Board evaluation

During the year ended 31 December 2025, the Board considered the outcomes of an externally facilitated evaluation of its performance, effectiveness and composition, which was conducted during the year by Round Governance Services Limited. The evaluation reviewed the effectiveness of the Board, its committees and individual Directors. The findings of the evaluation were discussed by the Board, and the actions identified continue to be progressed as part of the Board’s ongoing governance, development and succession planning processes. As an external evaluation was undertaken during the year, an internal Board evaluation did not take place in FY25 and is scheduled to resume in FY26.

Role of the Chair

The Chair leads the Board in setting the Company’s strategic direction and overseeing the delivery of its objectives. The Chair is responsible for the effective operation of the Board, including planning and chairing meetings, setting the agenda and ensuring that Directors receive accurate, timely and clear information. The Chair also promotes open discussion, constructive challenge and the effective contribution of all Directors.

Board leadership

The leadership of the Board is instrumental in guiding the Company towards achieving its strategic objectives. The Chair, along with the Directors, provides strong and effective leadership, fostering a culture of accountability, transparency and ethical conduct. The Board’s leadership ensures that the Company adheres to its core objectives and principles, while also driving innovation and sustainable growth. Through proactive engagement with the Manager, the Board demonstrates its commitment to delivering long‑term value for shareholders and other stakeholders.

Culture

The Board is responsible for satisfying itself that the culture of the Manager remains aligned with the Company’s purpose, values and long-term strategy. To support this oversight, the Board maintains a range of established mechanisms, including regular reporting and dialogue with the Manager, periodic performance reviews, site visits, training and development initiatives, and feedback from key stakeholders. These mechanisms enable the Board to monitor cultural alignment on an ongoing basis and to identify areas of strength and opportunities for improvement where appropriate.

Director tenure

In alignment with Principle J of the AIC Code 2024, the Board has established guidelines regarding the tenure of its Directors. It is generally expected that Directors will not serve on the Board for more than nine years. This policy is designed to ensure the Board remains dynamic and refreshed with new perspectives, while maintaining a balance of experience and continuity. However, the Board recognises that there may be exceptional circumstances where it is in the best interests of the Company for a Director to serve beyond this period. Such circumstances will be considered on a case‑by‑case basis, taking into account the Director’s contribution, performance and the needs of the Company at that time.

General meetings and shareholder voting

Each shareholder has one vote on a show of hands, and on a poll one vote per share held, at a general meeting of the Company. Normally at general meetings of the Company business is conducted on a show of hands. However, following consideration of current governance best practice, the Board has resolved that voting on all resolutions at the forthcoming Annual General Meeting will be conducted by way of a poll. The Board believes that poll voting provides a more transparent and representative outcome for shareholders, ensuring that voting results fully reflect the level of share ownership and proxy votes received. For the Annual General Meeting, all proxy votes are counted to ensure all shareholders, whether present at the AGM or not, are able to vote on the resolutions. At the Annual General Meeting, the chair of the meeting will call a poll for voting on all resolutions. The proxy votes cast, together with any votes polled in the meeting room, will be used to decide each resolution. The poll voting will be declared and the results published on the London Stock Exchange RNS system and the Company’s website.

Corporate Governance 73 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Division of responsibilities

The Board is responsible to shareholders for the proper management of the Company and meets at least quarterly and on an ad hoc basis as required. It has formally adopted a schedule of matters that are required to be brought to it for decision, thus ensuring that it maintains full and effective control over appropriate strategic, financial, operational and compliance issues. A management agreement between the Company and the Manager sets out the matters over which the Manager has authority, including monitoring and managing the existing investment portfolio and the limits above which Board approval must be sought. All other matters are reserved for the approval of the Board of Directors. The Manager, in the absence of explicit instruction from the Board, is empowered to exercise discretion in the use of the Company’s voting rights. Individual Directors may, at the expense of the Company, seek independent professional advice on any matter that concerns them in the furtherance of their duties. The Board has access to the Manager’s company secretarial team who act on behalf of the Manager as Company Secretary to the Company and also attend Board meetings. The Company Secretary plays a crucial role in ensuring effective governance by providing comprehensive support to the Board and its committees, facilitating clear communication, and ensuring compliance with statutory and regulatory requirements. Representatives of the Manager attend all formal Board meetings although the Directors may on occasion meet without representatives of the Manager being present. Informal meetings with the Manager are also held between Board meetings as required.

Attendance by Directors at Board and Committee meetings is detailed in the table below. In addition to the meetings below, 13 further meetings were held in relation to the publication of corporate documents, fundraising, share issues, investments and Company strategy.

	Board	Audit	Nomination	Management Engagement	Remuneration
Patricia Dimond	4/4	2/2	2/2	1/1	1/1
David Ford	4/4	2/2	2/2	1/1	1/1
Margaret Littlejohns	4/4	2/2	2/2	1/1	1/1
Dan Sandhu	4/4	2/2	2/2	1/1	1/1
Denise Hadgill 1	0/1	0/0	0/1	0/1	0/1

1. Denise Hadgill was appointed to the Board of the Company on 1 November 2025 and was unable to attend the December Board, Remuneration, Nomination and Management Engagement Committee meetings due to other commitments entered into ahead of her appointment to the Board.

In light of the responsibilities retained by the Board and its committees and those delegated to the Manager, Shakespeare Martineau LLP and other third‑party service providers, the Company has not appointed a Chief Executive Officer or a Deputy Chair. Accordingly, the provisions of the AIC Code relating to the division of responsibilities between the Chair and a Chief Executive Officer are not applicable to the Company. The Board has not appointed a Senior Independent Director, reflecting the size and composition of the Board and the Company’s externally managed structure. The Board will continue to keep this position under review as part of its ongoing succession planning.In accordance with the AIC Code, the Chair of the Board is not a member of the Audit Committee, ensuring an appropriate balance between leadership and independent oversight.

Board committees

The Board has adopted formal terms of reference, which are available to view on the website (www.foresightvct.com), for four standing committees which make recommendations to the Board in specific areas.

The Audit Committee comprises Patricia Dimond (Chair), Denise Hadgill, David Ford and Dan Sandhu and Margaret Littlejohns as an observer of the Committee, all of whom are considered to have sufficient recent and relevant financial experience to discharge the role, and meets no less than twice a year to consider, amongst other things, the following:

• Review the valuation of unquoted investments
• Monitor the integrity of the Annual and Half-Yearly Reports of the Company and recommend the accounts to the Board for approval
• Review the service providers, including the Manager, internal control and risk management systems
• Make recommendations to the Board in relation to the appointment of the external auditor
• Review and monitor the external auditor’s independence
• Implement and review the Company’s policy on the engagement of the external auditor to supply non-audit services

In the prior year, the shareholders reappointed Deloitte LLP as the Company’s auditor as proposed by the Board. The Audit Committee has performed an assessment of the audit process and the Independent Auditor’s Report in the Audit Committee Report. The Directors have decided to recommend the reappointment of Deloitte LLP as auditor and a resolution concerning this will be proposed at the Annual General Meeting. Blick Rothenberg Limited provides the Company’s taxation services.

Corporate Governance 74 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

The Management Engagement Committee comprises David Ford (Chair), Patricia Dimond, Margaret Littlejohns, Dan Sandhu and Denise Hadgill and meets at least annually to review the appointment and terms of engagement of the Manager and other service providers. The Board has decided that the entire Board of Directors should fulfil the role of the Management Engagement Committee due to its size.

The Remuneration Committee comprises Patricia Dimond (Chair), David Ford, Margaret Littlejohns, Dan Sandhu and Denise Hadgill and meets at least annually to consider the levels of remuneration of the Directors. More details can be found in the Directors’ Remuneration Report. The Board has decided that the entire Board of Directors should fulfil the role of the Remuneration Committee due to its size.

The Nomination Committee comprises Dan Sandhu (Chair), Patricia Dimond, David Ford, Margaret Littlejohns and Denise Hadgill and meets at least annually to consider the composition and balance of skills, knowledge and experience of the Board and to make nominations to the Board in the event of a vacancy. The Board has decided that the entire Board of Directors should fulfil the role of the Nomination Committee due to its size.

Margaret Littlejohns will retire from the Board at the Company’s Annual General Meeting on 4 June 2026. Following the AGM, Patty Dimond will assume the role of Chair of the Board, and Dan Sandhu will succeed Patty Dimond as Chair of the Audit Committee. These changes support the Board’s ongoing succession planning and ensure continuity of leadership and effective governance.

The Board believes that, as a whole, it has an appropriate balance of skills, experience and knowledge. The Board also believes that diversity of experience and approach, including gender diversity, amongst Board members is important and it is the Company’s policy to give careful consideration to issues of Board balance and diversity, and culture when making new appointments. The Board currently comprises three female and two male Directors. There is no formal diversity policy in place; however, upon the retirement of Margaret Littlejohns at the AGM, the composition will resume two female Directors and two male Directors.

The Board also recognises the importance of fostering a positive and inclusive culture that aligns with the Company’s values and strategic objectives. The Nomination Committee makes recommendations to the Board on the Company’s succession plans and also considers the resolutions for the annual re-election of Directors.

Internal controls

The Directors have overall responsibility for the Company’s system of internal control, which includes service providers, and for reviewing its effectiveness. The internal controls system is designed to manage, rather than eliminate, the risks of failure to achieve the Company’s business objectives. The system is designed to meet the particular needs of the Company and the risks to which it is exposed and by its nature can provide reasonable, but not absolute, assurance against misstatement or loss.

The Manager has established a robust system of financial control, including internal financial controls, to ensure the maintenance of proper accounting records, the accuracy and reliability of financial information for internal use and shareholder reporting, and the safeguarding of the Company’s assets. The Manager was appointed as Company Secretary in 2017 with responsibilities relating to the administration of the non-financial systems of internal control. All Directors have access to the advice and services of the officers of the Company Secretary, who is responsible to the Board for ensuring that Board procedures and applicable rules and regulations are complied with.

Pursuant to the terms of its appointment, the Manager invests the Company’s assets and has physical custody of documents of title relating to investments. There is a continuous process for identifying, evaluating and managing the significant risks faced by the Company that has been in place for the year under review and up to the date of approval of the Annual Report and Accounts, and this process is regularly reviewed by the Board and accords with the guidance. The process is based principally on the Manager’s existing risk‑based approach to internal control whereby a risk register is created that identifies the key functions carried out by the Manager and other service providers, the individual activities undertaken within those functions, the risks associated with each activity and the controls employed to mitigate those risks. A residual risk rating is then applied.

Corporate Governance 75 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

The Board receives reports highlighting changes to risk ratings and actions taken or planned. This process covers key business, operational, compliance and financial risks, including those related to the Company’s arrangements with the Manager, Shakespeare Martineau LLP and other service providers.

The Audit Committee has carried out a review of the effectiveness of the system of internal control, together with a review of the operational and compliance controls and risk management, as it operated during the year, and reported its conclusions to the Board (which was satisfied with the outcome of the review). Such review procedures have been in place throughout the full financial year and up to the date of approval of the accounts, and the Board is satisfied with their effectiveness. These procedures are designed to manage, rather than eliminate, risk and, by their nature, can only provide reasonable, but not absolute, assurance against material misstatement or loss.

The Board monitors the investment performance of the Company against its objectives at each Board meeting. The Board also reviews the Company’s activities since the last Board meeting to ensure that the Manager adheres to the agreed investment policy and approved investment guidelines and, if necessary, approves changes to such policy and guidelines.

The Board has reviewed the need for an internal audit function and concluded that the systems and procedures employed by the Manager, the Audit Committee and other third-party advisers provide sufficient assurance of a sound internal control system safeguarding shareholders’ investments and the Company’s assets. The Company’s financial statements are also audited by external auditors. Therefore, the Board has decided that an internal audit function is not necessary at present but will keep this policy under review.

UK Stewardship Code

While the Manager supports the aims and objectives of the FRC’s Stewardship Code, it is not currently a signatory. It is, however, working to ensure alignment with the Stewardship Code and will periodically review its position regarding becoming a signatory in future. A statement to that effect is noted on the Manager’s website and can be found at: www.foresight.group/other-information/stewardship/.

Relations with shareholders

The Company maintains an open and transparent approach to communication with shareholders and seeks to engage with them in a manner that supports effective oversight and informed decision-making. Shareholder views are considered where appropriate, and feedback is valued as an important input into the Board’s deliberations.

The Manager publishes quarterly factsheets and updates on portfolio activity, including new investments, which are made available through the Company’s website. These communications are intended to provide shareholders with clear and timely information on the Company’s strategy, performance and portfolio developments. In line with the principles of the AIC Code of Corporate Governance 2024, the Board is committed to transparency, accountability and constructive dialogue with shareholders.The Board believes that ongoing engagement supports effective governance and helps ensure that the Company’s long-term strategy remains aligned with shareholder interests. Shareholders are encouraged to attend and participate in the Annual General Meeting, where they have the opportunity to ask questions of the Directors, including the Chair and the Chairs of the Audit, Nomination, Management Engagement and Remuneration Committees. Shareholders are also given the opportunity to engage directly with the Manager, supporting informed discussion and accountability. For more information on the Directors’ relations with shareholders, please refer to the Section 172(1) statement in the Strategic Report on pages 43 to 52.

Margaret Littlejohns
Chair
13 April 2026

Corporate Governance 76 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

The Audit Committee is comprised solely of Independent Non-Executive Directors. In line with the recommendations of the AIC Code of Corporate Governance, the Chair of the Board is an observer only on the Audit Committee, supporting the independence and effectiveness of the Committee’s oversight. Each member has recent and relevant financial experience and the Committee as a whole has competence relevant to the sector in which the Company operates.

Principal objective

The principal objective of the Committee is to provide assurance as to the effectiveness of the Company’s internal controls and the integrity of the financial records and externally published results.

Principal responsibilities

The principal responsibilities of the Committee are set out in the terms of reference of the Committee and are reviewed annually. In accordance with DTR 7.2.7R, the Audit Committee is comprised entirely of Independent Non-Executive Directors with recent and relevant financial experience. The Committee is responsible for monitoring the integrity of the Company’s financial statements and formal announcements relating to financial performance, reviewing the effectiveness of the Company’s internal control and risk management systems, and considering significant financial reporting judgements. The Audit Committee also oversees the relationship with the external auditor, including monitoring the auditor’s independence, objectivity and effectiveness, and reviewing the nature and extent of non-audit services provided.

Key areas of focus

The Audit Committee has identified and considered the following key areas of risk in relation to the business activities and financial statements of the Company:
* Valuation of unquoted investments
* Venture Capital Trust status
* External audit

These issues were discussed with the Manager and the auditor at the conclusion of the audit of the financial statements, as explained below.

During the year, the Board undertook a review of the effectiveness of the Audit Committee as part of its wider governance and internal control framework. The review considered the Committee’s composition, skills and experience, the frequency and content of meetings, and the effectiveness of its oversight of financial reporting, internal controls and risk management. The Board concluded that the Audit Committee continued to operate effectively.

Audit Committee Report
Patricia Dimond
Chair of the Audit Committee
77 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Key areas of focus

Valuation of unquoted investments

The Directors have met quarterly to assess the appropriateness of the estimates and judgements made by the Manager in the investment valuations. As a VCT, the Company’s investments are predominantly in unquoted securities, which are difficult to value and require the application of skill, knowledge and judgement by the Board and Audit Committee and the Manager. During the valuation process, the Manager follows the valuation methodologies for unlisted investments as set out in the IPEV Valuation Guidelines and appropriate industry valuation benchmarks. These valuation policies are set out in note 1 of the accounts. These were then further audited by the auditor and reviewed and challenged by the Audit Committee. The Manager confirmed to the Audit Committee that the investment valuations had been calculated consistently with prior periods and in accordance with published industry guidelines, taking account of the latest available information about investee companies and current market data.

Venture Capital Trust status

Maintaining VCT status and adhering to the tax rules of Section 274 of ITA 2007 is critical to both the Company and its shareholders in order to retain its VCT tax benefits. The Manager confirmed to the Audit Committee that the conditions for maintaining the Company’s status as an approved VCT had been met throughout the year. The Manager seeks legal advice in advance for all qualifying investments and reviews the Company’s qualifying status in advance of realisations being made and throughout the year. The Audit Committee is in regular contact with the Manager and any potential issues with VCT status would be discussed at or between formal meetings. In addition, an external third‑party review of VCT status is conducted by Shakespeare Martineau LLP on a quarterly basis and this is reported to the Board, Audit Committee and the Manager.

Auditor’s assessment

The Manager and auditor confirmed to the Audit Committee that they were not aware of any material misstatements. Having reviewed the reports received from the Manager and auditor, the Audit Committee is satisfied that the key areas of risk and judgement have been addressed appropriately in the financial statements and that the significant assumptions used in determining the value of assets and liabilities have been properly appraised and are sufficiently robust.

During the year, the Audit Committee assessed the effectiveness and quality of the current external audit process by assessing and discussing specific audit documentation presented to it in accordance with guidance issued by the Auditing Practices Board. The Audit Committee considers that Deloitte LLP has carried out its duties as auditor in a diligent and professional manner. As part of its review of the continuing appointment of the auditor, the Audit Committee considers the need to put the audit out to tender, its fees and independence from the Manager, along with any matters raised during each audit. Deloitte LLP is not engaged for non-audit services. The Audit Committee considered the performance of the auditor during the year and agreed that Deloitte LLP continued to provide a good level of service and maintained a good knowledge of the VCT market, making sure audit effectiveness and quality continued to be maintained.

John Clacy has been reappointed as the audit partner for the 2025 financial year. No tender of the audit was considered necessary at this time and the Audit Committee does not intend to put the audit out to tender during the current financial year.

The Audit Committee met in March 2025 to review the Annual Report and Accounts for the year ended 31 December 2024 and the Company’s risk register. In September 2025, it reviewed the Half-Yearly Report, the audit plan for the year ended 31 December 2025 and the Company’s risk register, and in March 2026 the Committee reviewed the Annual Report and Accounts for the year ended 31 December 2025.

On behalf of the Audit Committee
Patricia Dimond
Chair of the Audit Committee
13 April 2026

Audit Committee Report 78 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Introduction

The Board has prepared this report in accordance with the requirements of Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. An ordinary resolution to approve this report will be put to the members at the forthcoming Annual General Meeting. The law requires the Company’s auditor, Deloitte LLP, to audit certain areas of the disclosures provided. Where disclosures have been audited, they are indicated as such. The auditor’s opinion is included in the Independent Auditor’s Report.

Annual statement from the Chair of the Remuneration Committee

The Board, which is profiled on pages 64 and 65, consists solely of Non-Executive Directors and considers at least annually the level of the Directors’ fees. During the year, remuneration for the Directors was increased following shareholder approval of the remuneration policy and Remuneration Report at the Annual General Meeting. In December 2025, the Committee concluded, following a review of the level of Directors’ fees, there would be an increase of 3.5% to the base fee to £29,700 to account for the impact of inflation, effective 1 January 2026. This followed a 5.9% increase in the base fee of Directors and an increase in the multiple applied to the Chair’s fee from 1.35 to 1.40, effective 1 January 2025, agreed by the Committee in November 2024.

Consideration by the Directors of matters relating to Directors’ remuneration

The Remuneration Committee comprises five Directors: Patricia Dimond (Chair), Margaret Littlejohns, David Ford, Dan Sandhu and Denise Hadgill. The Remuneration Committee meets at least annually to consider the levels of remuneration of the Directors, specifically reflecting the time commitment and responsibilities of the role. The Remuneration Committee also undertakes external comparisons and reviews to ensure that the levels of remuneration paid are broadly in line with industry standards, and members have access to independent advice where they consider it appropriate.During the year, neither the Board nor the Remuneration Committee has been provided with external advice or services by any person, but has received industry comparison information from the Manager and industry research carried out by third parties in respect of Directors’ remuneration. The remuneration policy set by the Board is described on the following page. Individual remuneration packages are determined by the Remuneration Committee within the framework of this policy. The Remuneration Committee recommends to the Board a base fee for Non-Executive Directors, which is increased by agreed percentages for chairing the Board and each committee.

Directors’ Remuneration Report

Patricia Dimond
Chair of the Remuneration Committee
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Strategic Report | Introduction | Governance | Financial Statements

Remuneration policy

The Board’s policy is that the remuneration of Non-Executive Directors should reflect time spent and the responsibilities borne by the Directors for the Company’s affairs and should be sufficient to enable candidates of high calibre to be recruited. The levels of Directors’ fees paid by the Company for the year ended 31 December 2025 were agreed on 28 November 2024. In light of the Directors’ non-executive status, it is considered appropriate that no aspect of Directors’ remuneration should be performance related, and Directors are not eligible for bonuses or other benefits.

The Company’s policy is to pay the Directors monthly in arrears to the Directors personally (or to a third party if requested by any Director, although no such request has been made). None of the Directors have a service contract but, under letters of appointment dated 24 November 2022 and onwards, they may resign at any time. There are no set minimum notice periods and no compensation is payable to Directors on leaving office. As the Directors are not appointed for a fixed length of time, there is no unexpired term to their appointment but all Directors retire every year and may seek re-election.

The above remuneration policy was last approved by shareholders at the Annual General Meeting on 2 June 2025 and it is the intention of the Board that the above remuneration policy will continue in effect immediately for a period of three years from that date unless renewed, varied or revoked in a general meeting. Shareholders’ views in respect of Directors’ remuneration may be communicated at the Company’s Annual General Meeting and are taken into account in formulating the Directors’ remuneration policy. At the last Annual General Meeting, 96% of shareholders voted in favour of the resolution approving the Directors’ Remuneration Report, showing significant shareholder support. Please refer to page 81 for the Directors’ remuneration tables.

Retirement by rotation

All Directors retire and may offer themselves for re-election every year.

Details of individual emoluments and compensation

The emoluments in respect of qualifying services of each person who served as a Director during the year are shown on page 81. No Director has waived or agreed to waive any emoluments from the Company in either the current or previous year. No other remuneration was paid or payable by the Company during the current or previous year, nor were any expenses claimed by or paid to them other than for expenses incurred wholly, necessarily and exclusively in furtherance of their duties as Directors of the Company. The Company’s Articles of Association do not set an annual limit on the level of Directors’ fees but fees must be considered within the wider remuneration policy noted above. Directors’ liability insurance is held by the Company in respect of the Directors.

Share Price Total Return

The graph below charts the total shareholder return to 31 December 2025, on the hypothetical value of £100 invested on 1 January 2021. The return is compared to the total shareholder return on a notional investment of £100 in the AIC VCT Generalist sector.

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Strategic Report | Introduction | Governance | Financial Statements

Directors

The Directors who held office during the year or up to the date of signing the Annual Report and their interests in the issued shares of 1p each of the Company were as follows:

	31 December 2025 Shares (audited)	31 December 2024 Shares (audited)
Margaret Littlejohns (Chair)	86,255	86,255
Patricia Dimond 1	102,713	89,437
David Ford	58,513	58,513
Dan Sandhu	23,337	23,337
Denise Hadgill 2	—	—

1. Includes 33,939 shares which were held by Jon Gudelis, husband of Patricia Dimond. Patricia was allotted a further 28,129 shares in February 2026.
2. Denise Hadgill was appointed on 1 November 2025 and was allotted 21,097 shares in February 2026.

All the Directors’ share interests shown above were held beneficially. In accordance with the AIC Code of Corporate Governance and the Company’s Articles of Association, Directors are subject to re-election by shareholders at regular intervals, with nomination for re-election based on continued satisfactory performance and ongoing contribution to the Board. Biographical notes on the Directors are given on pages 64 and 65. The Board believes that the skills, experience and knowledge of Patricia Dimond, David Ford, Dan Sandhu and Denise Hadgill continue to complement each other and benefit the Company and accordingly recommends their re-election to the Board. Denise Hadgill was appointed to the Board during the year and will stand for election by shareholders at the Company’s Annual General Meeting in 2026. Margaret Littlejohns will retire from the Board at the conclusion of the Company’s Annual General Meeting in June 2026 and will therefore not be standing for re-election. None of the Directors has a contract of service with the Company.

Audited information

The information below has been audited. See the Independent Auditor’s Report on page 85.

	Total remuneration Year ended 31 December 2025 (£)	Total remuneration Year ended 31 December 2024 (£)
Margaret Littlejohns (Chair)	40,000	36,500
Patricia Dimond	34,900	33,000
David Ford	28,600	27,000
Dan Sandhu	28,600	27,000
Denise Hadgill 1	4,767	—
Jocelin Harris 2	—	11,458
Total	136,867	134,958

1. Denise Hadgill was appointed on 1 November 2025.
2. Jocelin Harris resigned on 4 June 2024.

The Directors are not eligible for pension benefits, share options or long-term incentive schemes. Directors’ fees are reviewed annually and fees were last increased on 1 January 2026 after consideration of fees paid to other VCT directors and available independent research.

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Strategic Report | Introduction | Governance | Financial Statements

Votes cast For and Against the Directors’ Remuneration Report for the year ended 31 December 2024:

	Shares and percentage of votes cast For	Shares and percentage of votes cast Against	Number of votes withheld
	95.84%	4.16%	11,553,561 votes

In accordance with Companies Act 2006 legislation, the table below sets out the relative importance of spend on pay when compared to distributions to shareholders in the form of dividends and share buybacks.

	Year ended 31 December 2025	Year ended 31 December 2024
Dividends	£31,662,000	£30,714,000
Share buybacks	£6,949,000	£5,480,000
Total shareholder distributions	£38,611,000	£36,194,000
Directors’ fees excluding employer’s National Insurance contributions	£136,867	£134,958
Directors’ fees % of shareholder distributions	0.4%	0.4%

Approval of report

An ordinary resolution for the approval of this Directors’ Remuneration Report will be put to shareholders at the forthcoming Annual General Meeting. This Directors’ Remuneration Report was approved by the Board on 13 April 2026 and is signed on its behalf by Patricia Dimond (Director).

On behalf of the Board
Patricia Dimond
Chair of the Remuneration Committee
13 April 2026

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Statement of Directors’ Responsibilities

Statement of Directors’ responsibilities in respect of the Annual Report and Accounts

The Directors are responsible for preparing the Annual Report and Accounts in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with UK Accounting Standards including FRS 102, the financial reporting standard applicable in the UK and Republic of Ireland. Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of its profit or loss for that period.

In preparing these financial statements, the Directors are required to:
* Select suitable accounting policies and then apply them consistently
* Make judgements and estimates that are reasonable
* State whether applicable UK Accounting Standards have been followed
* Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that its financial statements comply with the Companies Act 2006.They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities. Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors’ Report, Directors’ Remuneration Report and Corporate Governance Statement that complies with that law and those regulations. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Statement of the Directors in respect of the Annual Report

We confirm that to the best of our knowledge:

• The financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company
• The Directors’ Report and the Strategic Report include a fair review of the development and performance of the business and the position of the issuer, together with a description of the principal risks and uncertainties that they face
• The Annual Report and Accounts, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company’s position and performance, business model and strategy.

This responsibility statement was approved by the Board of Directors and is signed on its behalf by:

Margaret Littlejohns
Chair
13 April 2026

83 Foresight VCT plc Annual Report and Accounts 31 December 2025

Strategic Report

• Introduction
• Governance
• Financial Statements

Financial Statements

• 85 Independent Auditor’s Report
• 92 Statement of Comprehensive Income
• 93 Reconciliation of Movements in Shareholders’ Funds
• 95 Balance Sheet
• 96 Cash Flow Statement
• 97 Notes to the Accounts
• 116 Notice of Annual General Meeting
• 120 C Shares Dividend History and NAV Total Return
• 121 Glossary of Terms
• 122 Financial Conduct Authority
• 123 Shareholder Information
• 124 Additional Information
• IBC Corporate Information

84 Foresight VCT plc Annual Report and Accounts 31 December 2025

Strategic Report

• Introduction
• Governance
• Financial Statements

Report on the audit of the financial statements

1. Opinion

In our opinion the financial statements of Foresight VCT PLC (the “Company”):
* give a true and fair view of the state of the Company’s affairs as at 31 December 2025 and of its return for the year then ended;
* have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland ; and
* have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements which comprise:
* the Statement of Comprehensive Income;
* the Reconciliation of Movements in Shareholders’ Funds;
* the Balance Sheet;
* the Cash Flow Statement; and
* the related notes 1 to 20.

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

2. Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (the “FRC’s”) Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We confirm that we have not provided any non‑audit services prohibited by the FRC’s Ethical Standard to the Company.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

3. Summary of our audit approach

Feature	Description
Key audit matter	The key audit matter that we identified in the current year was the valuation of unquoted investments.
Materiality	The materiality that we used in the current year was £4.28m which was determined on the basis of 2% of the net asset value (“NAV”) of the Company at the year end.
Scoping	Audit work to respond to the risks of material misstatement was performed directly by the engagement team.
Significant changes in our approach	There were no significant changes to our audit approach in the current year.

4. Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Our evaluation of the Directors’ assessment of the Company’s ability to continue to adopt the going concern basis of accounting included:
* Considering as part of our risk assessment the nature of the Company, its business model and related risks including where relevant the impact of the evolving economic landscape, the requirements of the applicable financial reporting framework and the system of internal control;
* Evaluating the underlying data and key assumptions through assessing the forecasted cash flows and the impact of external market forces, and evaluating the Directors’ plans for future actions in relation to their going concern assessment; and
* Assessing the relevant disclosures about whether the Directors considered it appropriate to adopt the going concern basis of accounting in preparing the financial statements.

Independent Auditor’s Report To the members of Foresight VCT plc
85 Foresight VCT plc Annual Report and Accounts 31 December 2025

Strategic Report

• Introduction
• Governance
• Financial Statements

Independent Auditor’s Report To the members of Foresight VCT plc

Report on the audit of the financial statements

4. Conclusions relating to going concern

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

In relation to the reporting on how the Company has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

5. Key audit matters

The key audit matter communicated below is a matter that, in our professional judgement, was of most significance in our audit of the financial statements of the current year and includes the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. This matter had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team.

This matter was addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on this matter.

5.1. Valuation of unquoted investments

Key audit matter description
The Company holds unquoted investments of £158.2m representing 73.9% of the entity’s net assets (2024: £166.6m, 74.7%). The valuation of the investments held by the Company, due to materiality in the context of the financial statements as a whole, is considered to be one of the areas which has the greatest effect on our overall audit strategy and allocation of resources in planning and completing our audit.

The unquoted investments are valued in line with the International Private Equity and Venture Capital Valuation (IPEV) Guidelines and involve a higher degree of judgement.

We have identified that significant judgement is required in determining:
* the maintainable performance of the investee company and whether this supports the fair value;
* the applicability of companies used as a comparator set for the market multiples approach; and
* the appropriateness and support for any Discount for Lack of Marketability (“DLOM”) or additional discounts that may be applied.

We have therefore pinpointed this judgmental area in the valuation of unquoted investments as a key audit matter.

Other factors considered in our scoping of investments included the size and change in value of investment compared to prior year, the trends in investee company performance over recent years, and the complexity of the valuation method.

Refer to Note 1b to the financial statements for the accounting policy on unquoted investments and details of the investments are disclosed in Note 8 to the financial statements. Critical accounting judgements and key sources of estimation uncertainty are disclosed in Note 1k. The valuation of investment risk is included within the Audit Committee Report on pages 77 and 78.86 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Key audit matter

How the scope of our audit responded to the key audit matter
We have performed the following procedures to address the key audit matter:
* Obtained an understanding of the relevant controls in place over the valuation of unquoted investments;
* Assessed the valuation methodology applied for compliance with the IPEV Guidelines and assessed the assumptions adopted;
* For a sample of investments, we tested the judgemental inputs around maintainable revenue/EBITDA against management accounts;
* For a sample of investments, we performed back testing of management estimates against latest financial information and historical performance where available, to assess and evaluate the appropriateness of the assumption on those inputs;
* For a sample of investments, we evaluated any adjustments made in relation to the impact of inflation and other market risks on the performance of the investee companies, scrutinising cash position and forecasts as relevant;
* For a sample of investments, we assessed the suitability and accuracy of the multiple from a basket of comparable transactions/quoted companies;
* For a sample of investments, we tested unquoted investee company data (e.g. financial information and capital structures) to supporting documentation;
* For a sample of investments, we have assessed whether the applied discounts are aligned with the Manager’s discount policy and their appropriateness based on individual investment circumstances, we also assessed the ongoing suitability of the overall discount policy;
* For a sample of investments, performed internet news search on the unquoted investee company and documented our considerations as to how this may impact the valuation; and
* Evaluated the adequacy of disclosure within the critical judgement and key sources of estimation uncertainty.

Key observations
Based on our testing, we concluded that the valuation of the unquoted investments is reasonable.

Independent Auditor’s Report To the members of Foresight VCT plc

Report on the audit of the financial statements

5. Key audit matters

5.1 Valuation of unquoted investments

87 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Independent Auditor’s Report To the members of Foresight VCT plc

6.3. Error reporting threshold

We agreed with the Audit Committee that we would report to them all audit differences in excess of £214k (2024: £222k), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we identify when assessing the overall presentation of the financial statements.

7. An overview of the scope of our audit

7.1. Scoping

Our audit was scoped by obtaining an understanding of the entity and its environment, including internal control, and assessing the risks of material misstatement. Audit work to respond to the risks of material misstatement was performed directly by the audit engagement team.

7.2. Our consideration of the control environment

The investment management and accounting and reporting operations were undertaken by the Manager. We have obtained an understanding of the Manager’s systems of internal controls and considered in our risk assessment the overall control environment. As a result, given the nature of the operations and environment, we have not relied on controls in our audit approach.

7.3. Our consideration of climate-related risks

As part of our risk assessment, we have considered the potential impact of climate change on the Company’s business and its financial statements. We obtained an understanding of the process for identifying climate‑related risks, the process and controls in place, as well as the determination of any mitigating actions. The Company continues to develop its assessment of the potential impact of environmental, social and governance (“ESG”) related risks, including climate change. Details of the Board’s climate change considerations are provided in the Climate Change Statement in the Responsible Investment section on page 55. We have assessed whether the risks identified by the entity are consistent with our understanding of the business and read the disclosures in the annual report to consider whether they are materially consistent with the financial statements and our knowledge obtained in the audit.

Report on the audit of the financial statements

6. Our application of materiality

6.1. Materiality

We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Materiality	£4.28m (2024: £4.45m)
Basis for determining materiality	2% (2024: 2%) of NAV
Rationale for the benchmark applied	NAV is the primary measure used by the shareholders in assessing the performance of the Company as an investment entity.

6.2. Performance materiality

We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole. Performance materiality was set at 70% of materiality for the 2025 audit same as prior year. In determining performance materiality, we considered the quality of the Company’s overall control environment and management’s willingness to correct errors identified in previous audits.

NAV	£214.05m
Materiality	£4.28m
Audit Committee reporting threshold	£0.21m

88 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

11. Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

11.1. Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non‑compliance with laws and regulations, we considered the following:
* the nature of the industry and sector, control environment and business performance including the design of the Company’s remuneration policies, key drivers for Directors’ remuneration, bonus levels and performance targets;
* results of our enquiries of management, the Directors and the Audit Committee about their own identification and assessment of the risks of irregularities, including those that are specific to the Company’s sector;
* any matters we identified having obtained and reviewed the Company’s documentation of their policies and procedures relating to:
* identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
* detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
* the internal controls established to mitigate risks of fraud or non‑compliance with laws and regulations;
* the matters discussed among the audit engagement team and relevant internal specialists, which included valuations specialist, regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

Report on the audit of the financial statements

8. Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

9.# Responsibilities of the Directors

As explained more fully in the Statement of Directors‘ Responsibilities, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

10. Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

Independent Auditor’s Report

To the members of Foresight VCT plc

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Strategic Report Introduction Governance Financial Statements

• reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing correspondence with HMRC and the FCA; and
• in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and valuation specialist and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Report on other legal and regulatory requirements

12. Opinions on other matters prescribed by the Companies Act 2006

In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:
* the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
* the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified any material misstatements in the Strategic Report or the Directors’ Report.

13. Corporate Governance Statement

The Listing Rules require us to review the Directors’ statement in relation to going concern, longer‑term viability and that part of the Corporate Governance Statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Code specified for our review.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements and our knowledge obtained during the audit:

Report on the audit of the financial statements

11. Extent to which the audit was considered capable of detecting irregularities, including fraud

11.1. Identifying and assessing potential risks related to irregularities

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the valuation of unquoted investments. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory framework that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, UK Listing Rules, Financial Conduct Authority (“FCA”) and UK Listing Rules. In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company’s ability to operate or to avoid a material penalty. This included the Company’s compliance with Venture Capital Trust regulations.

11.2. Audit response to risks identified

As a result of performing the above, we identified the valuation of unquoted investments as a key audit matter related to the potential risk of fraud. The key audit matters section of our report explains the matter in more detail and also describes the specific procedures we performed in response to that key audit matter. In addition to the above, our procedures to respond to risks identified included the following:
* reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
* enquiring of management, the Audit Committee concerning actual and potential litigation and claims;
* performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

Independent Auditor’s Report

To the members of Foresight VCT plc

90
Foresight VCT plc Annual Report and Accounts 31 December 2025
Strategic Report Introduction Governance Financial Statements

15. Other matters which we are required to address

15.1. Auditor tenure

Following the recommendation of the Audit Committee, we were appointed by the Board of Directors on 30 August 2019 to audit the financial statements for the year ending 31 December 2019 and subsequent financial periods. The period of total uninterrupted engagement including previous renewals and reappointments of the firm is seven years, covering the years ending 31 December 2019 to 31 December 2025.

15.2. Consistency of the audit report with the additional report to the Audit Committee

Our audit opinion is consistent with the additional report to the audit committee we are required to provide in accordance with ISAs (UK).

16. Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

John Clacy (Senior Statutory Auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
St Peter Port/Guernsey.
13 April 2026

Report on other legal and regulatory requirements

13. Corporate Governance Statement

• the Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on page 69;
• the Directors’ explanation as to its assessment of the Company’s prospects, the period this assessment covers and why the period is appropriate set out on page 62;
• the Directors’ statement on fair, balanced and understandable set out on page 83;
• the Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages 57 and 61;
• the section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on pages 75 and 76; and
• the section describing the work of the Audit Committee set out on pages 77 and 78.

14. Matters on which we are required to report by exception

14.1. Adequacy of explanations received and accounting records

Under the Companies Act 2006 we are required to report to you if, in our opinion:
* we have not received all the information and explanations we require for our audit; or
* adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or
* the Company’s financial statements are not in agreement with the accounting records and returns.

We have nothing to report in respect of these matters.

14.2. Directors’ remuneration

Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of Directors’ remuneration have not been made or the part of the Directors’ Remuneration Report to be audited is not in agreement with the accounting records and returns. We have nothing to report in respect of this matter.Independent Auditor’s Report To the members of Foresight VCT plc 91 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic ReportIntroduction Governance Financial Statements

Statement of Comprehensive Income

For the year ended 31 December 2025

		Year ended 31 December 2025			Year ended 31 December 2024
	Notes	Revenue £’000	Capital £’000	Total £’000	Revenue £’000	Capital £’000	Total £’000
Gains on investments	8	—	686	686	—	22,728	22,728
Income	2	5,979	—	5,979	4,307	—	4,307
Investment management fees	3	(1,002)	(4,991)	(5,993)	(1,043)	(5,161)	(6,204)
Other expenses	4	(652)	—	(652)	(705)	—	(705)
Return/(loss) on ordinary activities before taxation		4,325	(4,305)	20	2,559	17,567	20,126
Taxation	5	(785)	785	—	(579)	579	—
Return/(loss) on ordinary activities after taxation		3,540	(3,520)	20	1,980	18,146	20,126
Return/(loss) per share	7	1.2p	(1.2)p	0.0p	0.7p	6.7p	7.4p

The total columns of this statement are the profit and loss account of the Company, and the revenue and capital columns represent supplementary information. No operations were acquired or discontinued in the year. The Company has no recognised gains or losses other than those shown above; therefore, no separate statement of total comprehensive income has been presented. The Company has only one class of business and one reportable segment, the results of which are set out in the Statement of Comprehensive Income and Balance Sheet. There are no potentially dilutive capital instruments in issue and, therefore, no diluted earnings per share figures are relevant. The basic and diluted earnings per share are, therefore, identical.

The notes on pages 97 to 115 form part of these financial statements. 92 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic ReportIntroduction Governance Financial Statements

Reconciliation of Movements in Shareholders’ Funds

Year ended 31 December 2025

	Notes	Called-up share capital £’000	Share premium account £’000	Capital redemption reserve £’000	Distributable reserve 1 £’000	Capital reserve 1 £’000	Revaluation reserve £’000	Total £’000
As at 1 January 2025		2,718	19,575	73	84,689	47,039	68,769	222,863
Share issues in the year	2	11 375	30,262	—	—	—	—	30,637
Expenses in relation to share issues	3	—	(860)	—	—	—	—	(860)
Repurchase of shares	11	(103)	—	103	(6,949)	—	—	(6,949)
Realised gains on disposal of investments	8	—	—	—	—	18,168	—	18,168
Investment holding losses	8	—	—	—	—	—	(17,482)	(17,482)
Dividends paid	6	—	—	—	(31,662)	—	—	(31,662)
Management fees charged to capital	3	—	—	—	—	(4,991)	—	(4,991)
Revenue return before taxation for the year		—	—	—	4,325	—	—	4,325
Taxation for the year	5	—	—	—	(785)	785	—	—
As at 31 December 2025		2,990	48,977	176	49,618	61,001	51,287	214,049

1. Distributable reserve accounts at 31 December 2025 total £110,619,000 (2024: £131,728,000). Share premium cancelled in 2024 included amounts arising on share allotments less than three years old, which are not legally distributable. Amounts available for distribution at 31 December 2025 are therefore £74,167,000 (2024: £73,735,000). The remaining cancelled share premium will become distributable on the third anniversary of the share allotment on which it arose.
2. Includes the dividend reinvestment scheme.
3. Expenses in relation to share issues includes trail commission for prior years’ fundraising. The notes on pages 97 to 115 form part of these financial statements. 93 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic ReportIntroduction Governance Financial Statements

Reconciliation of Movements in Shareholders’ Funds

Year ended 31 December 2024

	Notes	Called‑up share capital £’000	Share premium account £’000	Capital redemption reserve £’000	Distributable reserve 1 £’000	Capital reserve 1 £’000	Revaluation reserve £’000	Total £’000
As at 1 January 2024		2,552	92,766	1,263	24,876	27,170	70,492	219,119
Share issues in the year	2	11 238	20,216	—	—	—	—	20,454
Expenses in relation to share issues	3	—	(642)	—	—	—	—	(642)
Repurchase of shares	11	(72)	—	72	(5,480)	—	—	(5,480)
Realised gains on disposal of investments	8	—	—	—	—	24,451	—	24,451
Investment holding losses	8	—	—	—	—	—	(1,723)	(1,723)
Dividends paid	6	—	—	—	(30,714)	—	—	(30,714)
Cancellation of share premium		—	(92,765)	(1,262)	94,027	—	—	—
Management fees charged to capital	3	—	—	—	—	(5,161)	—	(5,161)
Revenue return before taxation for the year		—	—	—	2,559	—	—	2,559
Taxation for the year	5	—	—	—	(579)	579	—	—
As at 31 December 2024		2,718	19,575	73	84,689	47,039	68,769	222,863

1. Distributable reserve accounts at 31 December 2024 total £131,728,000 (2023: £52,046,000). Share premium cancelled during the year included amounts arising on share allotments less than three years old, which are not legally distributable. Amounts available for distribution at 31 December 2024 are therefore £73,735,000 (2023: £52,046,000). The remaining cancelled share premium will become distributable on the third anniversary of the share allotment on which it arose.
2. Includes the dividend reinvestment scheme.
3. Expenses in relation to share issues includes trail commission for prior years’ fundraising. The notes on pages 97 to 115 form part of these financial statements. 94 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic ReportIntroduction Governance Financial Statements

Balance Sheet

As at 31 December 2025

	Notes	As at 31 December 2025 £’000	As at 31 December 2024 £’000
Fixed assets
Investments held at fair value through profit or loss	8	158,163	166,576
Current assets
Debtors	9	2,876	3,678
Cash and cash equivalents	1	55,168	55,922
		58,044	59,600
Creditors
Amounts falling due within one year	10	(2,158)	(3,313)
Net current assets		55,886	56,287
Total assets less current liabilities		214,049	222,863
Net assets		214,049	222,863

1. Cash and cash equivalents are composed of cash at bank and in hand of £1,954,000 (2024: £5,317,000), fixed-term funds totalling £42,931,000 (2024: £40,264,000) and money market funds totalling £10,283,000 (2024: £10,341,000).

	Notes	As at 31 December 2025 £’000	As at 31 December 2024 £’000
Capital and reserves
Called‑up share capital	11	2,990	2,718
Share premium account		48,977	19,575
Capital redemption reserve		176	73
Distributable reserve		49,618	84,689
Capital reserve		61,001	47,039
Revaluation reserve		51,287	68,769
Equity shareholders’ funds		214,049	222,863
Net Asset Value per share	12	71.6p	82.0p

The financial statements were approved by the Board of Directors and authorised for issue on 13 April 2026 and were signed on its behalf by:
Margaret Littlejohns Chair 13 April 2026 Registered number: 03421340 The notes on pages 97 to 115 form part of these financial statements. 95 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic ReportIntroduction Governance Financial Statements

Cash Flow Statement

For the year ended 31 December 2025

	Notes	Year ended 31 December 2025 £’000	Year ended 31 December 2024 £’000
Cash flow from operating activities
Loan interest received from investments		1,974	1,472
Dividends received from investments	2	1,186	241
Deposit and similar interest received	2	2,817	2,658
Investment management fees paid	3	(5,021)	(3,161)
Performance incentive fee paid	13	(2,030)	(1,467)
Secretarial fees paid	4	(130)	(130)
Other cash payments		(619)	(569)
Net cash outflow from operating activities		(1,823)	(956)
Cash flow from investing activities
Purchase of investments	8	(15,589)	(14,295)
Proceeds on sale of investments	8	24,413	36,529
Proceeds on deferred consideration	8	1,079	5,043
Net cash inflow from investing activities		9,903	27,277
Cash flow from financing activities
Proceeds of fundraising		24,575	14,604
Expenses of fundraising		(437)	(526)
Repurchase of own shares		(6,947)	(5,491)
Equity dividends paid	6	(26,025)	(25,186)
Net cash outflow from financing activities		(8,834)	(16,599)
Net (decrease)/increase of cash in the year		(754)	9,722
Reconciliation of net cash flow to movement in net funds
(Decrease)/increase in cash and cash equivalents for the year		(754)	9,722
Net cash and cash equivalents at start of year		55,922	46,200
Net cash and cash equivalents at end of year		55,168	55,922

The notes on pages 97 to 115 form part of these financial statements. 96 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic ReportIntroduction Governance Financial Statements

Notes to the Accounts

For the year ended 31 December 2025

Going concern

The Company’s business activities, together with the factors likely to affect its future development, performance and position, are set out in the Strategic Report. The financial position of the Company, its cash flows, liquidity position and borrowing facilities are referred to in the Chair’s Statement, Strategic Report and Notes to the Accounts. In addition, the Annual Report and Accounts include the Company’s objectives; policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to credit risk and liquidity risk.

The Company has sufficient financial resources, together with investments and income generated therefrom, across a variety of industries and sectors. Cash flow projections have been reviewed and show that the Company has sufficient funds to meet both its contracted expenditure and its discretionary cash outflows in the form of share buybacks and dividends. The Company has no loan finance in place and therefore is not exposed to any gearing covenants, although its underlying investments may have external loan finance. The Directors have considered the global conflicts, the difficult economic outlook and US tariffs in their assessment of going concern and have reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future, being at least 12 months from the date of approval of these financial statements.# 1 Accounting policies

Foresight VCT plc is a public limited company incorporated in England and Wales and its registered office is at The Shard, 32 London Bridge Street, London, United Kingdom, SE1 9SG. The Company has been approved as a Venture Capital Trust by HMRC under Section 259 of the Income Tax Act 2007. The shares of the Company were first admitted to the Official List of the UK Listing Authority and trading on the London Stock Exchange on 19 August 1997. The Company’s principal activity is to provide private investors with regular dividends and capital growth from a portfolio of investments in fast-growing unquoted companies in the UK.

A summary of the principal accounting policies, all of which have been applied consistently throughout the year, is set out below:

a) Basis of accounting

The financial statements have been prepared under the Companies Act 2006, and in accordance with United Kingdom Generally Accepted Accounting Practice (“UK GAAP”), including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” and the Statement of Recommended Practice (“SORP”): Financial Statements of Investment Trust Companies and Venture Capital Trusts issued in November 2014 and updated in October 2019 and July 2022.

The financial statements have been prepared under the historical cost convention as modified by the revaluation of investments. The Company presents its Statement of Comprehensive Income in a three‑column format to give shareholders additional detail of the performance of the Company split between items of a revenue or capital nature.

As permitted by FRS 102, paragraph 14.4, investments are held as part of an investment portfolio, and their value to the Company is through their marketable value as part of a portfolio of investments, rather than as a medium through which the Company carries out its business. Therefore, the investments are not considered to be associated undertakings. Where the Company’s interest in an investment is greater than 50% of the investee company’s total equity, specific clauses are included in the investee company’s Articles of Association to prevent the Company from exercising control. Therefore, these investments are not considered to be subsidiary undertakings. As all investee companies are held exclusively with a view to subsequent resale, they are excluded from consolidation.

Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

b) Assets held at fair value through profit or loss – investments

All investments held by the Company are classified as “fair value through profit or loss” and the Company has adopted Sections 11 and 12 of FRS 102. The Board values investments in accordance with the International Private Equity and Venture Capital (“IPEV”) Valuation Guidelines, as updated in December 2022. This classification is followed as the Company’s business is to invest in financial assets with a view to profiting from the total return in the form of capital growth and income. Purchases and sales of unlisted investments are recognised when the contract for acquisition or sale becomes unconditional.

Unquoted investments are stated at fair value by the Board in accordance with the following rules, which are consistent with the IPEV Valuation Guidelines. When valuing an unquoted investment at fair value, the following factors will be considered:

i. Where a value is indicated by a recent material arm’s‑length transaction by an independent third party in the shares of a company, this value will be used

ii. In the absence of (i), and depending upon both the subsequent trading performance and investment structure of an investee company, the valuation basis will usually move to either:

a) An earnings multiple basis. The shares may be valued by applying a suitable price‑earnings ratio to that company’s historic, current or forecast earnings before interest, tax, depreciation and amortisation (the ratio used being based on a comparable sector but the resulting value being adjusted to reflect points of difference identified by the Manager compared to the sector including, inter alia, illiquidity)

b) Where a company’s under‑performance against plan indicates a diminution in the value of the investment, a write-down against cost is made, as appropriate. Where the value of an investment has fallen permanently below cost, the loss is treated as a permanent write-down and as a realised loss, even though the investment is still held. The Board assesses the portfolio for such investments and, after agreement with the Manager, will agree the values that represent the extent to which a realised loss should be recognised. This is based upon an assessment of observable evidence of that investment’s prospects to determine whether there is potential for the investment to recover in value

iii. Premiums on loan stock investments are accrued at fair value when the Company receives the right to the premium and when considered recoverable

iv. Where an earnings multiple or cost less impairment basis is not appropriate and overriding factors apply, discounted cash flow, a net asset valuation, a price of a recent or the last funding round, venture capital method or industry-specific valuation benchmarks may be applied. An example of an industry-specific valuation benchmark would be the application of a multiple to that company’s historic, current or forecast revenue (the multiple being based on a comparable sector but with the resulting value being adjusted to reflect points of difference including, inter alia, illiquidity). The venture capital method (“VC method”) of valuation calculates and discounts the present value of the expected exit proceeds from an investment, taking account of both time and risk

v. In estimating the fair value of the investments held, the Manager has considered the conflict in the Middle East, the Russian invasion of Ukraine, tariffs and the difficult economic outlook which may impact the fair value of the investments and the sectors in which they operate. The Manager has applied assumptions based on a best estimate of likely outcome for each individual investment and applied discounts where it is considered necessary

c) Income

Dividends receivable on unquoted equity shares are brought into account when the Company’s rights to receive payment are established and there is no reasonable doubt that payment will be received. Other income such as interest is included on an accruals basis. Loan interest income is calculated using the effective interest method and recognised on an accruals basis.

d) Expenses

All expenses (inclusive of VAT) are accounted for on an accruals basis. Expenses are charged through the revenue column of the Statement of Comprehensive Income, with the exception that 75% of the fees payable to the Manager for management fees are allocated against the capital column of the Statement of Comprehensive Income. The basis of the allocation of management fees is expected to reflect the revenue and capital split of long-term returns in the portfolio.

Performance incentive payments predominantly relate to the capital performance of the portfolio and are therefore charged 100% to capital. The performance incentive arrangements are described in note 13. A performance hurdle (as noted in note 13) must be met before any performance incentive fee is triggered. A provision for a performance incentive fee is made when it is probable the fee will be payable and the amount of the obligation can be estimated reliably. Where there is a possible but uncertain future obligation, the Board may disclose a contingent liability instead. Note 15 gives detail on the nature of any contingent liability and the estimate of its financial effect.

e) Basic financial instruments

Trade and other debtors

Trade and other debtors are recognised initially at transaction price less attributable transaction costs. Subsequent to initial recognition, they are measured at amortised cost less any impairment losses. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.

Trade and other creditors

Trade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition, they are measured at amortised cost. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.

Investments in preference and ordinary shares

Investments in preference and ordinary shares are measured initially at transaction price less attributable transaction costs. Subsequent to initial recognition, investments that can be measured reliably are measured at fair value with changes recognised through profit or loss. Other investments are measured at cost less impairment through profit or loss.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances, call deposits, money market funds and fixed-term funds.

f) Other financial instruments

Other financial instruments not meeting the definition of basic financial instruments include non-current investments and are recognised initially at fair value.Subsequent to initial recognition, other financial instruments are measured at fair value with changes recognised through profit or loss except investments in equity instruments that are not publicly traded and whose fair value cannot otherwise be measured reliably shall be measured at cost less impairment.

g) Taxation

Any tax relief obtained in respect of management fees allocated to capital is reflected in the capital column of the Statement of Comprehensive Income and a corresponding amount is charged against the revenue column. The tax relief is the amount by which corporation tax payable is reduced as a result of these capital expenses.

h) Deferred taxation

Provision is made for corporation tax at the current rates on the excess of taxable income over allowable expenses. A provision is made on all material timing differences arising from the different treatment of items for accounting and tax purposes. A deferred tax asset is recognised only to the extent that there will be taxable profits in the future against which the asset can be offset. It is considered too uncertain that this will occur and, therefore, no deferred tax asset has been recognised.

i) Reserves

Reserves are comprised of the following elements:

i. Capital reserve
The following are accounted for in this reserve:
* Gains and losses on realisation of investments, including the reversal of prior year revaluation reserves
* Permanent diminution in value of investments
* 75% of management fee expense, together with the related tax effect to this reserve in accordance with the policies
* Income and costs for the period (capital items)

ii. Revaluation reserve (unrealised capital reserve)
Increases and decreases in the valuation of investments held at the year end are accounted for in this reserve, except to the extent that any diminution is deemed permanent. In accordance with stating all investments at fair value through profit or loss, all such movements through both the revaluation and capital reserves are shown within the Statement of Comprehensive Income for the year.

99 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements Notes to the Accounts For the year ended 31 December 2025

1 Accounting policies

i) Reserves

iii. Distributable reserve
The following are accounted for in this reserve:
* Repurchase of shares
* Cancellation of share premium and capital redemption reserve
* Dividends paid
* Income and costs for the year (revenue items)

iv. Capital redemption reserve
This reserve accounts for the nominal value of shares repurchased and cancelled by the Company, less any amounts transferred to the distributable reserve.

v. Share premium account
The share premium account represents the amount received by the Company for shares issued above their nominal value, less issue costs and amounts transferred to the distributable reserve.

vi. Called‑up share capital
This accounts for the nominal value of the Company’s shares.

j) Investment recognition and derecognition

Investments are recognised at the trade date, being the date that the risks and rewards of ownership are transferred to the Company. Upon initial recognition, investments are held at the fair value of the consideration payable. Transaction costs in respect of acquisitions made are recognised directly in the Statement of Comprehensive Income. Investments are derecognised when the risks and rewards of ownership are deemed to have transferred to a third party. Upon realisation, the gain or loss on disposal is recognised in the Statement of Comprehensive Income.

k) Critical accounting judgement and key sources of estimation uncertainty

The preparation of the financial statements requires the Board to make judgements and estimates that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The Board considers that the only area where the Board and the Manager make estimates and assumptions that may have a significant effect on the financial statements relates to the fair valuation of unquoted investments. Trading results of investee companies may differ from the estimates made. The underlying assumptions are reviewed on each valuation date. The Board considers that the fair value of investments not quoted in an active market involves critical estimates and assumptions because they are determined by the Manager, using valuation methods and techniques generally recognised as standard within the industry. Valuations use observable data to the extent practicable. However, they also rely on significant unobservable inputs about the maintainable earnings, comparable multiples and discounts. Furthermore, changes in these inputs and assumptions affect the reported fair value of unquoted investments. The determination of what constitutes “observable” requires significant judgement by the Manager. The Manager considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. Both the Audit Committee and the auditor review the Manager’s valuations in detail. Sensitivity analysis is performed on the portfolio and for more detail on this please refer to note 14.

100 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements Notes to the Accounts For the year ended 31 December 2025

2 Income

	Year ended 31 December 2025 (£’000)	Year ended 31 December 2024 (£’000)
Deposit and similar interest received	2,817	2,658
Loan stock interest	1,976	1,408
Dividends receivable	1,186	241
	5,979	4,307

3 Investment management fees

	Year ended 31 December 2025 (£’000)	Year ended 31 December 2024 (£’000)
Investment management fees charged to the revenue account	1,002	1,043
Investment management fees charged to the capital account 1	4,991	5,161
	5,993	6,204

1. Included within investment management fees charged to the capital account is a performance incentive fees accrual of £2,160,000 (2024: £2,030,000).

The Manager advises the Company on investments under an agreement dated 27 January 2020. The agreement may be terminated by not less than one year’s notice in writing. The Manager receives an annual investment management fee of an amount equal to 2.0% of net assets of the Company, excluding cash balances above £20.0 million, which are charged at a reduced rate of 1.0%. Management fees are calculated on the most recently announced net assets and paid quarterly in arrears. Supplemental management fees are paid in relation to funds raised during any quarter. Details of the performance-related incentive fees are given in note 13.

101 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements Notes to the Accounts For the year ended 31 December 2025

4 Other expenses

	Year ended 31 December 2025 (£’000)	Year ended 31 December 2024 (£’000)
Accounting and secretarial services (excluding VAT)	130	130
Directors’ remuneration including employer’s National Insurance contributions	143	143
Auditor’s remuneration (excluding VAT) 1	69	62
Other	310	370
	652	705

1. The auditor’s remuneration relates to the audit of the financial statements. There were no non-audit fees paid to the Company’s auditor during the year (2024: £nil).

The Manager is responsible for external costs such as legal and accounting fees incurred on transactions that do not proceed to completion (“abort expenses”). In line with common practice, the Manager retains the right to charge arrangement and syndication fees and directors’ or monitoring fees to companies in which the Company invests. The Manager is the Company Secretary and received annual fees, paid quarterly in arrears, for administration services provided of £130,000 (2024: £130,000). The annual administration fee will be adjusted annually in line with the UK Retail Prices Index and is subject to a cap of £130,000. The normal annual running costs of the Company are capped at an amount equal to 2.4% of the net assets of the Company during the relevant financial year, with any excess being borne by the Manager. A side letter dated 9 December 2024 amended the calculation of the cap to be based on the aggregate of the quarterly Net Asset Values in the relevant financial year and dividing the product of such sum by four. In previous years, the cap was calculated using the net assets of the Company at the year end. The Company did not have employees in the current or prior year.

5 Tax

	Year ended 31 December 2025			Year ended 31 December 2024
	Revenue (£’000)	Capital (£’000)	Total (£’000)	Revenue (£’000)	Capital (£’000)	Total (£’000)
Current tax
Corporation tax	785	(785)	—	579	(579)	—
Total current tax	785	(785)	—	579	(579)	—
Deferred tax	—	—	—	—	—	—
Total tax	785	(785)	—	579	(579)	—

102 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements Notes to the Accounts For the year ended 31 December 2025

5 Tax

Factors affecting the total tax charge for the year:
The tax assessed for the year is the standard rate of corporation tax in the UK of 25.0% (2024: 25.0%). The differences are explained below:

	Year ended 31 December 2025 (£’000)	Year ended 31 December 2024 (£’000)
Return before taxation	20	20,126
Corporation tax at 25.0% (2024: 25.0%)	5	5,032
Effect of:
Realised capital gains not taxable	(4,542)	(6,112)
Unrealised capital losses not taxable	4,371	431
Unutilised management expenses	462	709
Dividend income not taxable	(296)	(60)
Total tax charge for the year	—	—

As a qualifying VCT, the Company is exempt from tax on capital gains; therefore, no provision for deferred tax has been recognised in respect of any capital gains or losses arising on the revaluation or disposal of investments.A deferred tax asset is recognised only to the extent that there will be taxable profits in the future against which the asset can be offset. It is considered too uncertain that this will occur and, therefore, no deferred tax asset has been recognised for surplus management expenses. There is an unrecognised deferred tax asset of approximately £6,980,000 (2024: £6,529,000).

6 Dividends

	Year ended 31 December 2025 £’000	Year ended 31 December 2024 £’000
Dividends – paid in the year	31,662	30,714

The dividends paid in the year were split between a cash dividend of £26,025,000 (2024: £25,186,000) and the value of shares issued under the dividend reinvestment scheme of £5,637,000 (2024: £5,528,000). The Board is recommending a final dividend for the year ended 31 December 2025 of 3.6p (2024: 4.1p). As at 31 December 2025, reserves available for dividend distribution totalled £74,167,000. In accordance with Section 259 of the Income Tax Act 2007, a VCT may not retain more than 15% of its qualifying income in any one accounting period. The payment of the dividends noted above satisfies this requirement.

103 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic ReportIntroduction Governance Financial Statements Notes to the Accounts For the year ended 31 December 2025

7 Return per share

	Year ended 31 December 2025 £’000	Year ended 31 December 2024 £’000
Total return after taxation	20	20,126
Total return per share (note a)	0.0p	7.4p
Revenue return after taxation	3,540	1,980
Revenue return per share (note b)	1.2p	0.7p
Capital (loss)/return after taxation	(3,520)	18,146
Capital (loss)/return per share (note c)	(1.2)p	6.7p
Weighted average number of shares in issue in the year (note d)	299,513,568	271,271,444

Notes:
a) Total return per share is total return after taxation divided by the weighted average number of shares in issue during the year.
b) Revenue return per share is revenue loss after taxation divided by the weighted average number of shares in issue during the year.
c) Capital (loss)/return per share is capital (loss)/return after taxation divided by the weighted average number of shares in issue during the year.
d) The weighted average number of shares is calculated by taking the number of shares issued and bought back during the year, multiplying each by the percentage of the year for which that share number applies and then totalling with the number of shares in issue at the beginning of the year.

8 Investments held at fair value through profit or loss

	31 December 2025 £’000	31 December 2024 £’000
Unquoted investments	158,163	166,576

	£’000
Book cost as at 1 January 2025	101,124
Investment holding gains	65,452
Valuation at 1 January 2025	166,576
Movements in the year:
Purchases at cost	15,583
Disposal proceeds 1	(24,413)
Realised gains	17,089
Investment holding losses	(16,672)
Valuation at 31 December 2025	158,163
Book cost at 31 December 2025	109,383
Investment holding gains	48,780
Valuation at 31 December 2025	158,163

1. The Company received £24,413,000 (2024: £36,529,000) from the disposal of investments during the year. The book cost of these investments when they were purchased was £7,324,000 (2024: £17,121,000). These investments have been revalued over time and until they were sold, any unrealised gains or losses were included in the fair value of the investments.

104 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic ReportIntroduction Governance Financial Statements Notes to the Accounts For the year ended 31 December 2025

8 Investments held at fair value through profit or loss (continued)

Reconciliation of realised gains and investment holding losses to the Statement of Comprehensive Income:

	Year ended 31 December 2025 £’000	Year ended 31 December 2024 £’000
Realised gains	17,089	19,408
Investment holding losses	(16,672)	(1,952)
Deferred consideration receipts	1,079	5,043
Deferred consideration debtor movement	(810)	229
Gains on investments per the Statement of Comprehensive Income	686	22,728

Breakdown of deferred consideration movements in the year ended 31 December 2025:

	Deferred consideration receipts £’000	Deferred consideration debtor movements £’000
Specac International Limited	475	(276)
Callen-Lenz Associates Limited	295	(268)
Datapath Group Holdings Limited	292	(291)
Codeplay Software Limited	9	—
Mologic Ltd	8	(7)
Ollie Quinn Limited	—	32
	1,079	(810)

9 Debtors

	31 December 2025 £’000	31 December 2024 £’000
Deferred consideration	2,833	3,643
Prepayments	30	24
Accrued interest	13	11
	2,876	3,678

10 Creditors: amounts falling due within one year

	31 December 2025 £’000	31 December 2024 £’000
Accruals and other creditors	2,158	2,298
Trade creditors	—	1,015
	2,158	3,313

11 Called-up share capital

	31 December 2025 £’000	31 December 2024 £’000
Allotted, called‑up and fully paid: 299,028,488 shares of 1p each (2024: 271,779,253)	2,990	2,718

105 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic ReportIntroduction Governance Financial Statements Notes to the Accounts For the year ended 31 December 2025

11 Called-up share capital (continued)

Share issues and share buybacks
During the year, 29,798,633 shares and 7,710,591 shares were issued pursuant to an offer for subscription and the dividend reinvestment scheme respectively. Shares were issued at issue prices ranging from 70.0p to 81.8p per share. These share issues were under the VCT provisions that commenced on 6 April 2006, namely: 30% upfront income tax relief which can be retained by qualifying investors if the shares are held for the minimum five-year holding period. As part of the Company’s buyback programme, during the year, 10,259,989 shares were purchased for cancellation at a cost of £6,949,000.

	Shares No.
Share capital at 1 January 2025	271,779,253
Shares allotted	29,798,633
Dividend reinvestment	7,710,591
Share buybacks	(10,259,989)
Share capital at 31 December 2025	299,028,488

12 Net Asset Value per share

The Net Asset Value per share is based on net assets at the end of the year and on the number of shares in issue at that date.

	31 December 2025 £’000	31 December 2024 £’000
Net assets	£214,049,000	£222,863,000
No. of shares at year end	299,028,488	271,779,253
Net Asset Value per share	71.6p	82.0p

13 Co-investment and performance incentive arrangements

A co‑investment scheme and performance incentive fee arrangement were approved by shareholders and entered into by the Company and Foresight Group CI Limited in March 2017. The rights and obligations of Foresight Group CI Limited in respect of the co‑investment scheme and performance incentive arrangements were novated to the Manager on 27 January 2020. As a result, in respect of investments made before that date, the co-investments to which Foresight Group CI Limited was entitled were transferred to the Manager on 31 March 2020.

Co-investment
In order to align the interests of the Manager and the individual members of the Manager’s private equity team (“Management Team”) with those of shareholders, the Manager and the Management Team will co‑invest, alongside the Company, for shares and loans in each new investee company at the same time and at the same price paid by the Company. In respect of investments made by the Company in new investee companies (including follow-ons) on or after 31 March 2017, the Manager and the Management Team subscribe, in aggregate, for shares and loans equal to 1.0% (1.5% for the period from 31 March 2017 to 27 January 2020) of the total value being invested by the Company. This allocation is split as to 75% to the members of the Management Team and 25% to the Manager. The co-investment will be in the lowest priority of securities that the Company is investing in, subject to not representing more than 3.33% (5% for the period from 31 March 2017 to 27 January 2020) of the amount the Company is investing in each security class. The Board believes that these arrangements align the interests of the Manager and the Management Team with the Company through their investment in each new investee company in which the Company invests.

Performance incentive
In order to incentivise the Manager and the Management Team to generate enhanced returns for shareholders, they will be entitled to performance incentive payments in respect of each financial year commencing on or after 1 January 2023 where the Company achieves an average annual NAV Total Return per share, over a rolling five-year period, in excess of an average annual hurdle of 5% (simple not compounded). Any payment is allocated 75% to the Management Team and 25% to the Manager. If the hurdle is met, they would be entitled to an amount equal to 20% of the excess over the hurdle, subject to a cap of 1% of the closing Net Asset Value for the relevant financial year (and no fee will be due in excess of this cap).

106 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic ReportIntroduction Governance Financial Statements Notes to the Accounts For the year ended 31 December 2025

13 Co-investment and performance incentive arrangements (continued)

Performance incentive
Where there is a negative return before any performance incentive provision, in the final year of the rolling five-year period, no fee shall be payable even if the hurdle is exceeded. However, the potential fee will be carried forward and may become due at the end of the next financial year if the performance hurdle described above for that next financial year is achieved and the negative return in the preceding financial year is recovered in that next financial year. Any such catch-up fees shall be paid alongside any fee payable for the next financial year, subject to the 1% cap applying to both fees in aggregate. Any such catch-up fees cannot be rolled further forward to subsequent financial years. For the year ending 31 December 2025, the NAV Total Return per share, before any performance incentive provision, was 0.9%.Financial effect As at 31 December 2025, the NAV Total Return since 31 December 2020 was 41.0p (being the aggregation of NAV per share as at 31 December 2025, before any performance incentive provision, of 72.2p and dividends paid per share in the period totalling 42.5p less the NAV per share as at 31 December 2020 of 73.7p), giving an average annual NAV Total Return per share of 8.2p. This compares to the average annual hurdle of 3.7p based on the opening NAV per share of 73.7p as at 31 December 2020 and therefore an excess of 4.5p over the hurdle. This gives a performance fee in excess of the cap explained above and hence the performance fee has been capped at 1% of the closing Net Asset Value. The Manager is therefore entitled to a performance fee of £2.2 million, which has been accrued at 31 December 2025 and will be paid 30 business days following the publication of the 2025 Annual Report and Accounts.

14 Financial instrument risk management

The Company’s financial instruments comprise:
* Equity shares, debt securities and fixed-interest securities that are held in accordance with the Company’s investment objective as set out in the Directors’ Report
* Cash, liquid resources, short‑term debtors and creditors that arise directly from the Company’s operations

Classification of financial instruments

The Company held the following categories of financial instruments as at 31 December 2025:

	31 December 2025 £’000	31 December 2024 £’000
Investment portfolio	158,163	166,576
Cash and cash equivalents	55,168	55,922
Total	213,331	222,498

The investment portfolio consists of unquoted investments. Unquoted investments consist of shares in and loans to investee companies and are valued at fair value through profit or loss. The main financial risks arising from the Company’s financial instruments are market price risk, interest rate risk, credit risk and liquidity risk. The Board regularly reviews and agrees policies for managing each of these risks and they are summarised on the following pages.

Market price risk

Market price risk arises from uncertainty about the future prices of financial instruments held in accordance with the Company’s investment objectives. It represents the potential loss that the Company might suffer through holding investments in the face of adverse market movements. The Board manages market price risk through the application of venture capital disciplines and investment structuring delegated to the Manager. The investments in shares and loan stocks of unquoted companies are rarely traded and as such the prices are more difficult to determine than those of more widely traded securities. In addition, the ability of the Company to realise the investments at their carrying value will at times not be possible if there are no willing purchasers. The ability of the Company to purchase or sell investments is also constrained by the requirements set down for VCTs.

The potential maximum exposure to market price risk, being the value of the investment portfolio as at 31 December 2025, was £158,163,000 (2024: £166,576,000). Market price risk sensitivity analysis can be found on pages 109 and 110.

107 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements Notes to the Accounts For the year ended 31 December 2025

14 Financial instrument risk management

Interest rate risk

The fair value of the Company’s fixed-rate securities and the net revenue generated from the Company’s floating rate securities may be affected by interest rate movements. Investments are often in early-stage businesses, which are relatively high-risk investments sensitive to interest rate fluctuations. Due to the short time to maturity of some of the Company’s fixed-rate investments, it may not be possible to reinvest in assets which provide the same rates as those currently held. When making investments of an equity and debt nature, consideration is given during the structuring process to the potential implications of interest rate risk and the resulting investment is structured accordingly.

The maximum exposure to interest rate risk was £76,294,000, being the total value of the loan stock investments and cash as at 31 December 2025 (2024: £76,838,000). Floating rate investments relate to the interest-bearing deposit accounts and money market funds, which earn interest related to the prevailing Bank of England base rate. As at 31 December 2025, if the interest rate increased or decreased by 10 basis points, the interest earned would increase or decrease by £55,168.

	31 December 2025 £’000	31 December 2024 £’000	31 December 2025 %	31 December 2024 %	31 December 2025 Days	31 December 2024 Days
Loan stock – exposed to fixed interest rate risk	20,379	20,636	8.4	8.3	370	395
Loan stock – exposed to variable interest rate risk	747	280	10.9	11.8	—	—
Cash	55,168	55,922	3.4	4.3	—	—
Total exposed to interest rate risk	76,294	76,838

Credit risk

Credit risk is the risk of failure by counterparties to deliver securities or cash to which the Company is entitled. The Company has exposure to credit risk in respect of the debtors, bank deposits, money market funds, fixed-term funds and loan stock investments that it has made in investee companies, most of which have no security attached to them, and where they do, such security ranks beneath any bank debt that an investee company may owe. The Board manages credit risk in respect of cash and cash equivalents by ensuring there is a spread of cash balances, such that none exceed 15% of the Company’s total investment assets by VCT value. These cash and cash equivalents are held in investment grade funds, and so credit risk is considered to be low. The Manager receives management accounts from portfolio companies, and members of the investment management team often sit on the boards of unquoted portfolio companies; this enables the close identification, monitoring and management of investment-specific credit risk.

The maximum exposure to credit risk at 31 December 2025 was £79,140,000 (2024: £80,492,000) based on cash and cash equivalents and other receivables (amounts due on investments, dividends and interest). As at 31 December 2025, the Company’s assets are held in its own name in certificated form and therefore custodian default risk is negligible.

108 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements Notes to the Accounts For the year ended 31 December 2025

14 Financial instrument risk management

Credit risk

An analysis of the Company’s assets exposed to credit risk is provided in the table below:

	31 December 2025 £’000	31 December 2024 £’000
Loan stock investments	21,126	20,916
Cash and cash equivalents	55,168	55,922
Other debtors	2,846	3,654
Total	79,140	80,492

Liquidity risk

The investments in shares and fixed-interest stocks of unquoted companies that the Company holds are not traded and they are not readily realisable. The Company may not be able to realise the investments at their carrying value if there are no willing purchasers. The Company’s ability to sell investments may also be constrained by the qualification requirements set down for VCTs. The maturity profile of the Company’s loan stock investments disclosed below indicates the time frame in which they become realisable. To counter these risks to the Company’s liquidity, the Company maintains sufficient cash and money market funds to meet running costs and other commitments. The Company typically deposits its surplus funds in money market funds which are all accessible on an immediate basis and fixed-term funds which are all accessible within seven days, in line with VCT rules.

Maturity analysis:	31 December 2025 £’000	31 December 2024 £’000
– in one year or less	68,983	71,230
– in more than one year but no more than two years	—	150
– in more than two years but no more than three years	2,746	—
– in more than three years but no more than four years	2,707	2,746
– in more than four years but no more than five years	1,858	2,712
Total	76,294	76,838

Sensitivity analysis

Equity price sensitivity

The Board believes the Company’s investments are mainly exposed to equity price risk, as the Company holds all but one of its investments in the form of sterling‑denominated investments in small companies. All of the investments made in unquoted companies, irrespective of the instruments the Company holds (whether shares or loan stock), carry a full equity risk, even though some of the loan stocks may be secured on assets (as they will be behind any prior ranking bank debt in the investee company). The Board considers that even the loan stocks are “quasi-equity” in nature, as the value of the loan stocks is determined by reference to the enterprise value of the investee company. Such value is considered to be sensitive to changes in quoted share prices, in so far as such changes affect the enterprise value of unquoted companies. The Board is required to consider the impact of a change in one or more of the inputs used in the fair value measurement of investments in unquoted companies to a reasonable possible alternative assumption.

18.2% by value of the assets in the investment portfolio have been valued based at cost, net assets or the price of the last funding round, and hence would not be sensitive to such a change. The table on the following page shows the impact on valuations and the net assets per share if there were to be a 15% movement in the valuation multiples used in calculating the value of the remaining investments in the portfolio, which are valued on an earnings multiple basis, revenue multiple basis, assets under management (“AUM”) multiple basis or using the VC method.The impact of a change of 15% has been selected as this is considered reasonable given the current level of volatility observed both on a historical basis and market expectations for future movement.

109 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements Notes to the Accounts For the year ended 31 December 2025

14 Financial instrument risk management

Sensitivity analysis

Equity price sensitivity

Valuation methodology

Number of companies	Weighted average multiple including discount factor 2	Valuation £’000	Change in valuation if multiple increased 15% £’000	Change in valuation if multiple decreased 15% £’000	Change in NAV per share if multiple increased 15% Pence	Change in NAV per share if multiple decreased 15% Pence
Discounted revenue multiple	22	2.50	82,832	10,254	(9,974)	3.4
Discounted earnings multiple	13	8.44	44,028	5,357	(5,215)	1.8
% of AUM	1	0.02	1,784	207	(207)	0.1
VC method	1	1.18	676	78	(78)	—
Cost/price of last funding round/net assets	17	n/a	28,843	—	—	—
Total	54		158,163	15,896	(15,474)	5.3

1. For the purposes of this analysis where the underlying asset is held through a holding company, the valuation methodology of the underlying asset has been used.
2. Weighted average of the valuation multiple used, discounted as appropriate for lack of marketability.

Interest rate sensitivity

Although the Company holds investments in loan stocks that pay interest, the Board does not believe that the value of these instruments is interest rate sensitive. This is because most of the interest is fixed so not at risk of interest rate movements (2024: no interest rate risk).

110 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements Notes to the Accounts For the year ended 31 December 2025

14 Financial instrument risk management (continued)

Fair value hierarchy

The following table shows financial instruments recognised at fair value, analysed between those whose fair value is based on:
* Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1)
* Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (Level 2)
* Inputs for the instrument that are not based on observable market data (unobservable inputs) (Level 3)

As at 31 December 2025	Level 1 £’000	Level 2 £’000	Level 3 £’000	Total £’000
Unquoted investments	—	—	158,163	158,163
Financial assets	—	—	158,163	158,163

As at 31 December 2024	Level 1 £’000	Level 2 £’000	Level 3 £’000	Total £’000
Unquoted investments	—	—	166,576	166,576
Financial assets	—	—	166,576	166,576

Transfers

During the year, there were no transfers between Levels 1, 2 or 3.

15 Contingent assets and liabilities

The Company had no contingent assets or liabilities at 31 December 2025 (2024: none).

16 Management of capital

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern, so that it can provide a return to shareholders. In accordance with VCT requirements, the Company must have at least 80% of its total assets (as measured under VCT rules) in qualifying holdings (these being investments in a relatively high-risk asset class of small UK companies meeting VCT requirements). Effective 6 April 2018, where new funds are raised, the Company must invest 30% of such funds in qualifying holdings within 12 months following the end of the accounting period in which that capital was subscribed, with the balance being invested within approximately three years of that capital being subscribed. The Company accordingly has limited scope to manage its capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets. Subject to this overall constraint upon changing the capital structure, the Company may adjust the amount of dividends paid to shareholders, issue new shares, or sell assets if so required to maintain a level of liquidity to remain a going concern. Although, as the investment policy implies, the Board may consider borrowing, there are no current plans to do so. It regards the net assets of the Company as the Company’s capital, as the level of liabilities is small and the management of them is not directly related to managing the return to shareholders. There has been no change in this approach from the previous year.

17 Related party transactions

No Director has an interest in any contract to which the Company is a party other than their appointment and remuneration as Directors.

18 Transactions with the Manager

Foresight Group LLP was appointed as Manager on 27 January 2020 and earned fees of £4,007,000 during the year (2024: £4,174,000). A performance incentive fee of £2,160,000 was also accrued at 31 December 2025 (2024: £2,030,000). Further details are included in note 13. Foresight Group LLP is the Company Secretary (appointed in November 2017) and received accounting and company secretarial services fees of £130,000 (2024: £130,000) during the year. Foresight Promoter LLP, a related party to the Manager, earned fees of £428,000 (2024: £311,000) in respect of costs incurred related to share allotments in the year. At 31 December 2025, there were no amounts due to Foresight Group LLP (2024: £1,018,000). No amounts have been written off in the year in respect of debts due to or from the Manager.

111 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements Notes to the Accounts For the year ended 31 December 2025

19 Related undertakings

Under Section 409 of the Companies Act 2006, the Company is required to disclose details of all its related undertakings, which are defined as undertakings where the Company owns 20% or more of the nominal value of any class of shares as at 31 December 2025. These are listed below. The percentage holdings do not necessarily reflect the percentage voting rights in the undertakings as a whole, as they may have two or more classes of shares with differing rights. All holdings are direct. Please note that where holdings stated are above 50%, this is as a result of: (i) holding 50% or more of a particular share class as opposed to the entire share capital; (ii) holding 50% or more of the share capital but with restricted rights; or (iii) is a legacy, historic, permitted non-qualifying holding and, therefore, not in breach of VCT rules.

Investee company name	Latest accounts year end	Profit/(loss) after tax for year £’000	Aggregate capital and reserves £’000	Class and percentage of shares held
ABL Investments Limited	31/12/2024	(270)	(2,129)	A Ordinary 65.1%
Ad Signal Limited	31/12/2024	N/A 1	97	A Ordinary 48.4%
Aerospace Tooling Corporation Limited	30/06/2024	(362)	2,430	A Ordinary 42.9%
Aircards Ltd	31/12/2024	N/A 1	301	A Ordinary 49.2%
Aquasium Technology Limited	31/12/2024	1,712	9,915	Ordinary 33.3%
Bloemteknik Limited	31/03/2025	N/A 1	668	A Ordinary 37.6%
Cinelabs International Ltd	31/12/2024	N/A 1	601	A Ordinary 97.0%
Clubspark Group Ltd	31/03/2025	N/A 1	1,428	A1 Ordinary 57.7%, A2 Ordinary 60.0%, AA Ordinary 59.4%
Cole Henry PE 2 Limited	31/03/2025	(1)	459	Ordinary 50.0%
Copptech UK Limited	31/12/2024	(497)	17,161	B Ordinary 29.6%
EnterpriseJungle, Inc	N/A 2	N/A 2	N/A 2	B1 Ordinary 34.4%, B2 Ordinary 34.8%
Evolve Dynamics Limited	31/12/2024	N/A 1	4,845	B Ordinary 24.2%
Family Adventures Group Ltd	31/12/2024	N/A 1	2,051	PP Ordinary 50.0%, A Ordinary 15.8%
Firefish Software Ltd	31/12/2024	N/A 1	1,964	A Ordinary 36.3%
Fourth Wall Creative Limited	30/09/2024	N/A 1	4,193	A Ordinary 58.1%

112 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements Notes to the Accounts For the year ended 31 December 2025

Investee company name	Latest accounts year end	Profit/(loss) after tax for year £’000	Aggregate capital and reserves £’000	Class and percentage of shares held
Hexarad Group Limited	30/06/2024	N/A 1	9,720	AD Ordinary 43.7%
HomeLink Healthcare Limited	31/12/2024	N/A 1	824	A Ordinary 41.3%, A2 Ordinary 34.9%
I‑Mist Group Limited	31/12/2024	557	4,210	A Ordinary 34.9%
Industrial Efficiency II Limited	31/03/2025	N/A 1	261	B Ordinary 75.2%
Itad (2015) Limited	31/01/2025	507	(401)	A Ordinary 68.8%
Kingsclere PE 3 Limited	31/03/2025	(1)	369	Ordinary 50.0%
Lepide Group Holding Company Ltd	31/10/2024	N/A 1	4,546	A Ordinary 48.4%
Live Group Holdings Limited	31/03/2025	N/A 1	2,757	A Ordinary 49.3%
Loopr Ltd	31/12/2024	N/A 1	3,171	D Ordinary 38.1%, P Ordinary 38.9%, PPF Ordinary 49.5%
Mizaic Ltd	31/03/2025	N/A 1	(6,490)	A Ordinary 49.2%, A2 Ordinary 36.1%
Nano Interactive Group Limited	31/12/2024	(768)	(803)	A Ordinary 95.2%, A1 Ordinary 28.1%, A2 Ordinary 62.2%
MyWay Digital Health Ltd	31/01/2025	N/A 1	42	A Ordinary 49.5%
Navitas Group Limited	30/04/2025	N/A 1	3,258	AA3 Ordinary 48.4%
Newsflare Limited	31/07/2024	N/A 1	(116)	B Ordinary 37.7%
NorthWest EHealth Limited	31/12/2024	(4,644)	(3,040)	AB Ordinary 48.4%
PH Realisations 2020 Limited (in administration)	31/12/2018	(1,522)	(3,361)	A Ordinary 50.0%
Positive Response Corporation Ltd	31/03/2025	N/A 1	298	A Ordinary 50.0%
Red Flag Alert Technology Group Limited	31/03/2025	N/A 1	(2,707)	A Ordinary 36.4%
Resi Design Limited	31/12/2024	N/A 1	2,318	A Ordinary 49.5%

113 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements Notes to the Accounts For the year ended 31 December 2025

Investee company name	Latest accounts year end	Profit/(loss) after tax for year £’000	Aggregate capital and reserves £’000	Class and percentage of shares held
Rovco Limited (in administration)	31/12/2023	N/A 1	(8,131)	A Ordinary 24.0%
Sprintroom Limited	31/10/2024	N/A 1	(1,624)	A Ordinary 39.2%
Spektrix Limited	31/12/2024	(3,834)	8,692	A Ordinary
:---	:---	:---	:---	:---
Ordinary 23.9%	B Ordinary 68.5%	Steamforged Holdings Limited	31/03/2024	N/A
A Ordinary 46.2%	Strategic Software Applications Ltd	31/03/2025	N/A	1
A Ordinary 49.5%	Ten Health Holdings Limited	31/12/2024	N/A	1
A Ordinary 57.2%	AA Ordinary 58.3%	AAA Ordinary 59.4%	AAAA Ordinary 59.4%	Titania Group Limited
1	2,552	A Ordinary 48.4%	TLS Management Limited	31/12/2024
A Ordinary 100.0%	Weduc Holdings Limited	31/03/2025	N/A	1
A Ordinary 66.7%	AA Ordinary 55.7%	AB Ordinary 69.3%	AAA Ordinary 56.4%	Whitchurch PE 1 Limited
623	Ordinary 50.0%

1. In accordance with Section 444 of the Companies Act 2006, a statement of income has not been delivered in the financial statements available on Companies House.
2. The company is yet to deliver financial statements to Companies House.

19 Related undertakings

114 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements Notes to the Accounts For the year ended 31 December 2025

20 Post-balance sheet events

The Company announced a £40 million Prospectus offer on 14 January 2026. The Company made the following issues of Ordinary Shares of 1p each post year end:

Ordinary Shares	NAV to calculate issue price
6 February 2026	39,103,661
19 February 2026	12,790,898
5 March 2026	2,315,126
20 March 2026	139,483
	54,349,168

The offer was closed to new applications on 4 February 2026 and the final allotment was made on 20 March 2026 having raised gross proceeds of £40.0 million, £38.6 million after expenses.

Post year end, the Company completed investments into Resi Design Limited (£0.7 million), SAMP Technology Holdings Limited (£2.0 million), Fourth Wall Creative Limited (£1.6 million), Evolve Dynamics Limited (£0.3 million) and Sprintroom Limited (£0.4 million).

115 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Order of events

2.00pm Manager presentation
Immediately following the Manager presentation Formal business of the Annual General Meeting

Notice is hereby given that the Annual General Meeting of Foresight VCT plc (the “Company”) will be held on 4 June 2026 at 2.00pm at the offices of Foresight Group LLP, The Shard, 32 London Bridge Street, London SE1 9SG for the purpose of considering and, if thought fit, passing the following resolutions, of which Resolutions 1 to 10 will be proposed as ordinary resolutions and Resolutions 11 and 12 will be proposed as special resolutions. All resolutions will be decided on by a poll and shareholders are encouraged to vote using their proxy forms or online.

Resolution 1 To receive the Report and Accounts for the year ended 31 December 2025.
Resolution 2 To approve the Directors’ Remuneration Report.
Resolution 3 To approve the Directors’ Remuneration Policy.
Resolution 4 To re-elect Patricia Dimond as a Director.
Resolution 5 To re-elect David Ford as a Director.

Notice of Annual General Meeting 4 June 2026

Resolution 6 To re-elect Dan Sandhu as a Director.
Resolution 7 To elect Denise Hadgill as a Director.
Resolution 8 To reappoint Deloitte LLP as auditor and to authorise the Directors to fix the auditor’s remuneration.
Resolution 9 To approve the payment of a final dividend in respect of the financial year ended 31 December 2025 of 3.6p per Ordinary Share of 1p each in the capital of the Company, payable on 26 June 2026 to shareholders on the register on 12 June 2026.
Resolution 10 That, in substitution for all existing authorities, the Directors be and they are generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares of 1p each in the capital of the Company (“Shares”) and to grant rights to subscribe for, or to convert any security into, Shares (“Rights”), up to an aggregate nominal amount of £1,500,000, provided that this authority shall expire (unless renewed, varied or revoked by the Company in a general meeting) on the conclusion of the Annual General Meeting of the Company to be held in the year 2027, or, if earlier, on the date falling 15 months after the passing of this resolution, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require Shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot Shares and grant Rights pursuant to any such offers or agreements as if this authority had not expired.

116 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Resolution 12 That, in substitution for all existing authorities, the Company be empowered to make market purchases (within the meaning of Section 693(4) of the Companies Act 2006) of its own shares on such terms and in such manner as the Directors shall from time to time determine, provided that:
a) the aggregate number of shares to be purchased shall not exceed 52,971,310 or, if lower, such number of shares (rounded down to the nearest whole Share) as shall equal 14.99% of the Company’s shares in issue at the date of passing of this resolution;
b) the minimum price which may be paid for a share is 1p (the nominal value thereof);
c) the maximum price which may be paid for a share is the higher of (1) an amount equal to 105% of the average of the middle market quotation for a Share taken from the London Stock Exchange daily official list for the five business days immediately preceding the day on which the shares are purchased, and (2) the amount stipulated by Article 5(6) of the Market Abuse Regulation (EU) 596/2014 (as such Regulation forms part of UK law and as amended);
d) the authority conferred by this resolution shall expire (unless renewed, varied or revoked by the Company in a general meeting) on the conclusion of the Annual General Meeting of the Company to be held in the year 2027 or, if earlier, on the date falling 15 months after the passing of this resolution; and
e) the Company may make a contract to purchase shares under the authority conferred by this resolution prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of shares pursuant to such contract.

By order of the Board
Foresight Group LLP
Company Secretary
13 April 2026
The Shard
32 London Bridge Street
London SE1 9SG

Resolution 11 That, in substitution for all existing authorities, the Directors be and they are empowered pursuant to Section 570 and Section 573 of the Companies Act 2006 to allot equity securities (within the meaning of Section 560 of that Act) for cash either pursuant to the authority conferred by Resolution 10 above or by way of a sale of treasury shares as if Section 561(1) of that Act did not apply to any such allotment, provided that this power shall be limited to:
a) the allotment of equity securities with an aggregate nominal amount of up to but not exceeding £600,000 pursuant to offer(s) for subscription;
b) the allotment of equity securities with an aggregate nominal amount of up to but not exceeding an amount equal to 10% of the issued share capital from time to time pursuant to the dividend reinvestment scheme operated by the Company at a subscription price per share which may be less than the Net Asset Value per share, as may be prescribed by the scheme terms;
c) the allotment of equity securities with an aggregate nominal amount of up to but not exceeding £100,000 by way of an issue of shares (which may be at a subscription price per share which is less than the Net Asset Value per share) pursuant to performance incentive arrangements with Foresight Group LLP and relevant individuals of the Foresight investment team; and
d) the allotment (otherwise than pursuant to sub‑paragraphs (a) to (c) of this resolution) to any person or persons of equity securities with an aggregate nominal amount of up to but not exceeding an amount equal to 10% of the issued share capital from time to time, in each case where the proceeds may be used in whole or part to purchase shares in the capital of the Company and shall expire (unless renewed, varied or revoked by the Company in a general meeting) on the conclusion of the Annual General Meeting of the Company to be held in the year 2027, or, if earlier, on the date falling 15 months after the passing of this resolution, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offers or agreements as if the authority conferred hereby had not expired.

Notice of Annual General Meeting 4 June 2026 117 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

1. No Director has a service contract with the Company. Directors’ appointment letters with the Company will be available for inspection at the registered office of the Company until the time of the meeting and from 15 minutes before the meeting at the location of the meeting, as well as at the meeting.

2. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at the close of business on the day, which is two days (excluding non‑working days) before the day of the meeting or adjourned meeting. Changes to the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
   3.A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend, speak and vote on their behalf. A proxy need not also be a member but must attend the meeting to represent you. Details of how to appoint the Chair of the meeting or another person as your proxy using the form of proxy are set out in the notes on the form of proxy which is enclosed. If you wish your proxy to speak on your behalf at the meeting, you will need to appoint your own choice of proxy (not the Chair) and give your instructions directly to them.

3. You may appoint more than one proxy, provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, (an) additional form(s) of proxy may be obtained by contacting Computershare Investor Services plc on 0370 703 6388. Please indicate in the box next to the proxy holder’s name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and returned together in the same envelope.

4. As at 13 April 2026 (being the last business day prior to the publication of this notice), the Company’s issued share capital was 353,377,656 Ordinary Shares of 1p each in the capital of the Company, carrying one vote each. Therefore, the total voting rights in the Company as at 13 April 2026 was 353,377,656.

5. Any person to whom this notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a “Nominated Person”) may, under an agreement between them and the member by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

6. The statement of the rights of members in relation to the appointment of proxies in paragraphs 3 and 4 above does not apply to Nominated Persons. The rights described in those paragraphs can only be exercised by members of the Company.

7. Appointment of a proxy will not preclude a member from subsequently attending and voting at the meeting should they subsequently decide to do so. You can only appoint a proxy using the procedures set out in these notes and the notes to the form of proxy.

8. The Register of Directors’ Interests will be available for inspection at the meeting. Where the Company holds a virtual meeting, the Register of Directors’ Interests will be available for inspection on the Company’s website www.foresightvct.com.

9. Information regarding the meeting, including the information required by Section 311A of the Companies Act 2006, is available from www.foresightvct.com.

10. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If you either select the “Discretionary” option or if no voting indication is given, your proxy will vote or abstain from voting at their discretion. Your proxy will vote (or abstain from voting) as they think fit in relation to any other matter which is put before the meeting.

Notes 118 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

1. A form of proxy and reply paid envelope is enclosed. To be valid, it should be lodged with the Company’s registrar, Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or the proxy must be registered electronically at www.investorcentre.co.uk/eproxy, in each case so as to be received no later than 48 hours (excluding non‑working days) before the time appointed for holding the meeting or any adjourned meeting. To vote electronically, you will be asked to provide your Control Number, Shareholder Reference Number and PIN, which are detailed on your proxy form. This is the only acceptable means by which proxy instructions may be submitted electronically.

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting (and any adjournment of the meeting) by following the procedures described in the CREST Manual (available via www.euroclear.com). CREST personal members or other CREST sponsored members (and those CREST members who have appointed a voting service provider) should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & International Limited’s (“EUI”) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID 3RA50) by the latest time(s) for receipt of proxy appointments specified above in this note. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to a proxy appointed through CREST should be communicated to them by other means.

CREST members (and, where applicable, their CREST sponsors or voting service providers) should note that EUI does not take available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that their CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members (and, where applicable, their CREST sponsors or voting service providers) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

1. Under Section 319A of the Companies Act 2006, the Company must answer any question you ask relating to the business being dealt with at the meeting unless answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information or the answer has already been given on a website in the form of an answer to a question or it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

2. Pursuant to Chapter 5 of Part 16 of the Companies Act 2006 (Sections 527 to 531), where requested by a member or members meeting the qualification criteria, the Company must publish on its website a statement setting out any matter that such members propose to raise at the meeting relating to the audit of the Company’s accounts (including the Auditor’s Report and the conduct of the audit) that are to be laid before the meeting. Where the Company is required to publish such a statement on its website, it may not require the members making the request to pay any expenses incurred by the Company in complying with the request; it must forward the statement to the Company’s auditor no later than the time the statement is made available on the Company’s website and the statement may be dealt with as part of the business of the meeting.

119 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

The C Share class was launched in 1999. To provide an accurate NAV Total Return per share in relation to the original C Share class, we have rebased dividends and NAV to account for the merger of the original Ordinary Share class and the C Share class in January 2007 (conversion ratio of 1) and the subsequent reconstruction of the merged share class (this being the current share class) to rebase the NAV per share to 100p in March 2011 (conversion ratio of 0.554417986).

C Shares (converted into Ordinary Shares in January 2007): Dividend per share (rebased)

Date	Amount
27 June 2025	2.3p
9 May 2025	3.5p
28 June 2024	6.3p
18 August 2023	2.2p
30 June 2023	2.4p
21 October 2022	2.2p
24 June 2022	2.5p
25 June 2021	2.1p
19 June 2020	1.8p
4 May 2019	2.8p
4 May 2018	2.8p
29 September 2017	2.2p
3 April 2017	2.8p
1 April 2016	3.9p
13 March 2015	3.3p
14 March 2014	5.5p
14 June 2013	2.8p
23 March 2012	4.15p
17 June 2011	2.8p
29 May 2009	1.0p

C Shares (converted into Ordinary Shares in January 2007): Dividend per share (rebased)

Date	Amount
7 March 2008	5.0p
26 January 2007	2.0p
27 May 2005	0.5p
1 August 2004	0.5p
22 September 2003	0.75p
30 June 2003	0.75p
24 March 2003	0.75p
7 June 2002	1.0p
11 March 2002	2.5p
26 July 2001	2.0p
Total	75.1p

Item	Value
NAV per C Share rebased 1	45.5p
NAV Total Return per C Share 1	120.6p

1. Based on an original 100.0p invested in the original C Share class launched in 1999.For information on the dividend history and NAV Total Return in relation to the original Ordinary Share class (which merged with the current class of share in January 2007), please refer to page 8.

C Shares Dividend History and NAV Total Return

120 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Glossary of Terms

Term	Definition
AIC	The Association of Investment Companies is the United Kingdom trade association for the closed-ended investment company industry.
VCT	A Venture Capital Trust as defined in the Income Tax Act 2007.
Net Asset Value or NAV	The Net Asset Value (“NAV”) is the amount by which total assets exceed total liabilities, i.e. the difference between what the Company owns and what it owes. It is equal to shareholders’ equity, sometimes referred to as shareholders’ funds.
Net Asset Value per share or NAV per share	Net Asset Value expressed as an amount per share.
NAV Total Return per share since inception	The sum of the published NAV per share rebased by the conversion ratios as set out on page 8 of 27.3p (2024: 31.3p) plus all dividends paid per share since inception rebased, being 209.4p (2024: 205.4p). This gives a NAV Total Return per share since inception of 236.7p (2024: 236.7p).
NAV Total Return per share	The percentage change from the NAV per share at the start of the year being 82.0p (2024: 85.9p) to the NAV per share at the end of the year plus all dividends paid per share in the year, being 82.1p (2024: 93.4p). Therefore, the Net Asset Value Total Return in the year is 0.1% (2024: 8.7%).
Share Price Total Return	The sum of the current share price rebased by the conversion ratios as set out on page 8 of 25.0p (2024: 28.0p) plus all dividends paid per share since inception rebased, being 209.4p (2024: 205.4p). This gives a Share Price Total Return of 234.4p (2024: 233.4p).
Discount to NAV	A discount to NAV is the percentage by which the mid‑market share price of the Company of 65.5p (2024: 73.5p) is lower than the Net Asset Value per share of 71.6p (2024: 82.0p). This gives a discount to NAV of 8.5% (2024: 10.4%).
Dividends paid in the year	The total dividends paid in the year per share of 10.5p (2024: 11.4p).
Dividend yield	The sum of dividends paid during the year of 10.5p (2024: 11.4p) expressed as a percentage of the mid‑market share price at the year-end date of 65.5p (2024: 73.5p). This gives a dividend yield of 16.0% (2024: 15.5%).
Shares bought back in the year	The total number of shares which were bought back in the year, being 10,259,989 (2024: 7,209,542).
Average discount on buybacks	The average of the percentage by which the buyback price is lower than the Net Asset Value per share at the point of the buyback.
Ongoing charges ratio	The sum of expenditure incurred in the ordinary course of business, being £4.7 million (2024: £4.9 million), expressed as a percentage of the average of the quarterly net assets throughout the year in accordance with the AIC’s recommended guidance, being £222.0 million (2024: £226.6 million).
IRR	The internal rate of return on an investment, calculated as the discount rate that makes the net present value of all cash flows equal to zero for a specific investment.
Qualifying Company	A company satisfying certain conditions under the VCT legislation. The conditions are detailed but include that the company must be unquoted (companies listed on AIM or AQUIS can qualify), have a permanent establishment in the UK, apply the money raised for the purposes of growth and development for a qualifying trade within a certain time period and not be controlled by another company. There are additional restrictions relating to the size and stage of the company to focus investment into earlier‑stage businesses, as well as maximum investment limits (certain of such restrictions and limits being more flexible for “knowledge intensive” companies). VCT funds cannot be used by a Qualifying Company to acquire shares in another company or a trade.
Qualifying investment	An investment which consists of shares or securities first issued to the VCT (and held by it ever since) by a Qualifying Company and satisfying certain conditions under the VCT legislation.
Manager	Foresight Group LLP.
Foresight	Foresight Group Holdings Limited and its subsidiary companies and undertakings (which includes the Manager).

121 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

5,000 people contact the Financial Conduct Authority about share fraud each year, with victims losing an average of £20,000.

Beware of share fraud

Fraudsters use persuasive and high‑pressure tactics to lure investors into scams. They may offer to sell shares that turn out to be worthless or non-existent, or to buy shares at an inflated price in return for an upfront payment. While high profits are promised, if you buy or sell shares in this way you will probably lose your money.

How to avoid share fraud

• Keep in mind that firms authorised by the FCA are unlikely to contact you out of the blue with an offer to buy or sell shares.
• Do not get into a conversation, note the name of the person and firm contacting you and then end the call.
• Check the Financial Services Register from www.fca.org.uk to see if the person and firm contacting you is authorised by the FCA.
• Beware of fraudsters claiming to be from an authorised firm, copying its website or giving you false contact details.
• Use the firm’s contact details listed on the Register if you want to call it back.
• Call the FCA on 0800 111 6768 if the firm does not have contact details on the Register or you are told they are out of date.
• Search the list of unauthorised firms to avoid at www.fca.org.uk/scams.
• Consider that if you buy or sell shares from an unauthorised firm, you will not have access to the Financial Ombudsman Service or Financial Services Compensation Scheme.
• Think about getting independent financial and professional advice before you hand over any money.
• Remember: if it sounds too good to be true, it probably is!

Report a scam

If you are approached by fraudsters please tell the FCA using the share fraud reporting form at www.fca.org.uk/scams, where you can find out more about investment scams. You can also call the FCA Consumer Helpline on 0800 111 6768. If you have already paid money to share fraudsters, you should contact Action Fraud on 0300 123 2040.

In association with Financial Conduct Authority

122 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Foresight VCT plc is a Venture Capital Trust aiming to provide investors with regular dividends and capital growth from a portfolio of investments in fast‑growing unquoted companies in the UK. For details on the Company’s investment policy, please refer to the Strategic Report. www.foresightvct.com

Enquiries

The Board and the Manager are always keen to hear from investors. If you have any feedback about the service you receive or any queries relating to Foresight VCT plc, please contact the Investor Relations team:
020 3667 8181
InvestorRelations@foresightgroup.eu
www.foresightgroup.eu

Annual and Half-Yearly Reports, as well as quarterly factsheets and information on new investments, can be viewed online. As part of the Manager’s investor communications policy Shareholders can arrange a mutually convenient time to meet the Manager’s investment team. Please contact Investor Relations if you are interested.

Dividends

All cash dividends will be credited to your nominated bank/ building society account. Your options are:
* Receive your dividends in sterling via direct credit to a UK domiciled bank account
* Reinvest your dividends for additional shares in the Company through our dividend reinvestment scheme
* Overseas holders can have their dividend payments paid in local currency into their local bank

www.investorcentre.co.uk

Investors can manage their shareholding online using Investor Centre, Computershare’s secure website. Shareholders just require their Shareholder Reference Number (“SRN”), which can be found on any communications previously received from Computershare, to access the following:

• Holding enquiry: Balances | Values history | Payments | Reinvestments
• Payments enquiry: Dividends | Other payment
• Address change: Change registered address to which all communications are sent
• Bank details update: Please ensure bank details are up to date in order to receive your dividends
• Outstanding payments: Reissue payments using our online replacement service
• Downloadable forms: Dividend mandates | Stock transfer | Dividend reinvestment | Change of address

Alternatively, you can contact Computershare by phone on 0370 703 6388

Key dates

• Annual General Meeting: 4 June 2026
• Half-yearly results to 30 June 2026: September 2026
• Annual results to 31 December 2026: April 2027

Shareholder Information 123 Foresight VCT plc Annual Report and Accounts 31 December 2025 Strategic Report Introduction Governance Financial Statements

Privacy policy

We respect your privacy and are committed to protecting your personal data. If you would like to find out more about the measures the Manager takes in processing your personal information, please refer to the privacy policy, which can be found at www.foresight.group/legal/privacy-policy.

Trading shares

The Company’s shares are listed on the London Stock Exchange. Share price information is available on Foresight Group LLP’s website and can also be obtained from many financial websites. The Company’s shares can be bought and sold in the same way as any other quoted company on the London Stock Exchange via a stockbroker. The primary market maker for Foresight VCT plc is Panmure Liberum Limited. You can contact Panmure Liberum Limited by phone on 0207 886 2716 or 0207 886 2717.Investment in VCTs should be seen as a long‑term investment and shareholders selling their shares within five years of original subscription may lose any tax reliefs claimed. Investors who are in any doubt about selling their shares should consult their independent financial adviser. Please contact the Manager if you or your adviser have any questions about this process.

Important information

Foresight VCT plc currently conducts its affairs so that its shares can be recommended by IFAs to ordinary retail investors in accordance with the FCA’s rules in relation to non‑mainstream pooled investment products and intends to continue to do so for the foreseeable future. The shares are excluded from the FCA’s restrictions which apply to non‑mainstream pooled investment products because they are shares in a VCT.

Past performance is not necessarily a guide to future performance. Stock markets and currency movements may cause the value of investments and the income from them to fall as well as rise and investors may not get back the amount they originally invested. Where investments are made in unquoted securities and smaller companies, their potential volatility increases the risk to the value of, and the income from, the investment.

Additional Information

124 Foresight VCT plc Annual Report and Accounts 31 December 2025

Strategic Report

Introduction

Governance

Financial Statements

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Corporate Information

Company number
03421340

Directors
Margaret Littlejohns (Chair)
Patricia Dimond
David Ford
Dan Sandhu
Denise Hadgill (appointed 1 November 2025)

Company Secretary
Foresight Group LLP
The Shard
32 London Bridge Street
London SE1 9SG

Manager
Foresight Group LLP
The Shard
32 London Bridge Street
London SE1 9SG

Auditor
Deloitte LLP
20 Castle Terrace
Edinburgh EH1 2DB

Solicitors and VCT status advisers
Shakespeare Martineau LLP
No. 1 Colmore Square
Birmingham B4 6AA and
Level 19 The Shard
32 London Bridge Street
London SE1 9SG

Registrar
Computershare Investor Services plc
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ

Market maker
Panmure Liberum Limited
Level 12, Ropemaker Place
25 Ropemaker Street
London EC2Y 9LY

Banker
Lloyds Bank plc
25 Gresham Street
London EC2V 7HN

Foresight VCT plc
The Shard
32 London Bridge Street
London SE1 9SG
www.foresightvct.com

Invest, Build, Grow