REG-Final results
30/07/2025 16:30
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FORESIGHT VENTURES VCT PLC
LEI: 213800R88MRC4Y3OIW86
29 July 2025
Final results
31 March 2025
Foresight Ventures VCT plc, managed by Foresight Group LLP, today announces
the final results for the year ended 31 March 2025.
These results were approved by the Board of Directors on 29 July 2025.
The Annual Report will shortly be available in full at www.foresightgroup.eu.
All other statutory information can also be found there.
FINANCIAL HIGHLIGHTS
* During the year the Company completed a merger with Thames Ventures VCT 2
plc, increasing net assets by £36.9 million.
* Two new investments costing £1.6 million and six follow-on investments
costing £3.3 million were made during the year.
* The Company fully exited its investments in Bulbshare Limited, DSTBTD
Limited, Data Centre Response Limited and SF Renewables (Solar) Limited,
realising gains of £1.7 million in the year and returning proceeds of £4.2
million to the Company.
* The Company partially exited its investments in 19 quoted investments,
realising a loss of £1.6 million and returning proceeds of £4.4 million to
the Company.
* In the year, the value of the investment portfolio rose by £8.5 million.
This increase was made up of acquisitions of £31.4 million (including the
assets acquired in the merger with Thames Ventures VCT 2 plc), investment
losses of £14.3 million and disposals of £8.6 million.
* Interim dividends were paid on 26 July 2024 and 14 March 2025 of 2.6p(1) per
share (rebased post merger) and 2.0p per share respectively, returning £4.1
million to Shareholders.
* The offer for subscription launched on 11 October 2024 and raised a total of
£0.9 million after expenses during the year ended 31 March 2025. An
additional £2.5 million was raised post year end.
* The Board is proposing to pay a final dividend of 1.8p per share, to be paid
on 17 October 2025.
1. Figures have been rebased following the share redesignation on 15 November
2024 using a conversion ratio of 0.426292370240712.
CHAIR’S STATEMENT
“Whilst this year has presented challenges, the Board believes that recent
strategic measures have strengthened the Company’s foundations, thereby
helping to support the potential for long‑term value creation for
Shareholders.”
Atul Devani
Chair of Foresight Ventures VCT Plc
Introduction
On 15 November 2024, the Company successfully completed its merger with Thames
Ventures VCT 2 plc (“TV2”). Following this significant milestone, the
Company has been renamed Foresight Ventures VCT Plc, marking an exciting new
chapter for our investors despite the near-term challenges. As part of this
positive development, TV2 was placed into members’ voluntary liquidation and
I was pleased to welcome Andrew Mackintosh, formerly a director of TV2, to our
Board.
The Board believes the merger will bring a number of benefits to the Company,
such as greater scale to raise and deploy capital into new and existing
portfolio companies, as well as improved liquidity for dividends and buybacks.
We are confident these strategic changes will position the Company to progress
steadily and deliver long-term value for Shareholders. Going forward, our
focus will be on Unquoted Growth investments, with our Yield Focused and
Quoted portfolios being realised over time.
Net Asset Value and dividends
As at 31 March 2025, the Company’s NAV per share stood at 90.1p (2024:
108.1p (rebased post merger)), a decrease of 18.0p (or 16.7%) over the year.
After adding back the dividends paid in the year of 4.6p per share (rebased),
the decrease was 12.4%. The comparatives from the prior year have been rebased
in order to provide Shareholders a comprehensive view of the performance of
the Company.
The Company’s policy is to seek to pay annual dividends of at least 4% of
net assets per annum. During the year, on 26 July 2024, the Company paid an
interim dividend of 2.6p (rebased) and paid a further interim dividend of 2.0p
on 14 March 2025, taking total dividends paid in the year ended 31 March 2025
up to 4.6p per share (rebased), equivalent to 4.3% of the opening net assets
of the previous financial year.
This took the total dividends paid since the merger with Downing Absolute
Income VCT 1 plc, Downing Absolute Income VCT 2 plc, Downing Income VCT plc,
Downing Income VCT 3 plc and Downing Income VCT 4 plc in November 2013 to
113.3p per share (rebased).
The Board is also proposing to pay a final dividend of 1.8p per share, subject
to Shareholder approval.
The Company offers its Shareholders the opportunity to participate in a
dividend reinvestment scheme, whereby they may elect to receive shares,
credited as fully paid, instead of receiving dividends in cash. If you wish to
participate, please contact the registrar, City Partnership, on the details
provided on page 102 of the Annual Report.
On 15 November 2024, the Company launched an offer for subscription to raise
£5 million (with an over-allotment facility of a further £5 million). During
the year to 31 March 2025 the Company raised £0.9 million, with a further
£2.5 million raised post year end. The Company also raised £0.5 million
under the dividend reinvestment scheme, bringing the total funds raised in the
year to £1.4 million.
Investment performance and portfolio activity
A detailed analysis of the investment portfolio performance over the year is
given in the Manager’s Review.
In brief, during the year under review, the Company invested £4.9 million in
eight Unquoted Growth companies, two of which were new to the portfolio, and
received proceeds of £8.6 million from the full and partial realisations of
investments across our unquoted and quoted portfolios.
The whole portfolio showed net valuation losses of £14.3 million. £7.1
million of this arose from the Quoted Growth investments, the current year
being an extremely unforgiving year for the AIM market as a whole, with the
changes in policy brought in by the incumbent Labour government and the Trump
administration being the major drivers of this.
The Manager is, however, making steady progress in realising the remainder of
the Quoted and Yield Focused portfolios, which should help mitigate volatility
and enable greater focus on higher-conviction growth investments going
forward.
The remaining £7.2 million loss was from the unquoted investments. Within the
current portfolio, valuation increases of £6.2 million were offset by
valuation losses of £13.4 million. The largest decrease in the year was for
Maestro Media Limited (£2.0 million) which was as a result of a round closing
in the year at a discount. Maestro Media Limited is currently under offer,
with the value recognised in this set of accounts being the expected proceeds,
which is a disappointing result for this asset. Similarly, Cambridge Touch
Technologies Ltd saw a decrease in value of £1.5 million. Unfortunately,
Masters of Pie Limited went into administration in the year, after it was
unable to access additional capital following the loss of a major contract.
The result for the Company was a valuation decrease of £1.8 million as it was
written down to £nil. While this has been disappointing for Shareholders, we
remain encouraged by the progress in realising non-core assets and by the
positive performance of other holdings that continue to deliver strong value
creation, notable examples being Ayar Labs Inc and Rated People Limited, which
both saw valuation increases at £2.5 million and £1.6 million respectively,
reflecting the potential of a number of companies within our portfolio.
The Company completed the sale of Data Centre Response Ltd, which was sold to
management for proceeds of £2.9 million, generating a 5.2x return for the
Company.
Further details on the investment portfolio can be found within the
Manager’s Review and the Portfolio Overview on pages 10 to 27 of the Annual
Report.
Responsible investing
The Board notes the commitment of the Manager to being a “Responsible
Investor”. Foresight places environmental, social and governance (“ESG”)
criteria at the forefront of its business and investment activities in line
with best practice and in order to enhance returns for their investors.
Further detail can be found on page 36 of the Annual Report.
Special administration of the Company’s custodian of quoted assets
As previously reported, since September 2020 the Company has used IBP Capital
Markets Limited (“IBP”) as custodian for its quoted investments.
Appointing a custodian is a requirement of the FCA, and IBP was an FCA
authorised and regulated wholesale broker, providing custody services and
access to equity and fixed income securities for non-retail clients (which
includes the Company).
On 13 October 2023, the FCA published a supervisory notice under section
55L(3)(a) of the Financial Services and Markets Act 2000, imposing certain
restrictions on IBP. On the same date, IBP applied to the High Court and
special administrators were appointed.
As noted in the prior year’s Annual Report, on 19 July 2024, around 80% of
the quoted investment portfolio was returned to the Company, meaning normal
management and trading of these positions has resumed. The remaining 20% will
be returned following the conclusion of court proceedings, the timing of which
is currently anticipated to take place during 2026, unless additional claims
are submitted or the outcome of the court proceedings in terms of a final
distribution is any different. The Company will communicate with Shareholders
if there is any new information which materially impacts the numbers presented
in this report. Please refer to note 14 of the of the Annual Report for
further information.
Share buybacks
Since the merger, the Company now operates a policy of buying back its own
shares that become available in the market at a 2.5% discount to NAV.
Pre-merger the target discount was 5.0%.
During the year, the Company purchased and subsequently cancelled 13,072,899
shares at an average discount of 3.9% 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.
Share buybacks, whenever offered, are timed to avoid the Company’s closed
periods. Buybacks will generally take place, subject to demand, during the
following times of the year:
* January, after the Half-Yearly Report has been published
* March, prior to the end of the financial year
* August, after the Annual Report has been published
* September, prior to the Half-Yearly reporting date of 30 September
The Company retains Panmure Liberum as its corporate broker to assist in
operating the share buyback process and ensuring that the quoted spread on the
Company’s shares remains at a reasonable level. Contact details for Panmure
Liberum are on page 103 of the Annual Report.
Management charges and performance incentive
The annual management fee is an amount equal to 2.0% of net assets, for the
year ended 31 March 2025 this equated to
£1.8 million (2024: £1.7 million).
From 1 October 2024, the Manager took over responsibility for management of
the Quoted Growth portfolio from Downing LLP. The team at Downing LLP
continued to advise the Company on the Yield Focused portfolio until June
2025, under a subcontract agreement with Foresight Group LLP. Subsequently,
Downing LLP are no longer involved with the management of the investment
portfolio.
A new performance incentive scheme was formally approved by Shareholders as
part of the merger on 15 November 2024. This scheme, in brief, means a
performance fee would be payable to the Manager at the end of each performance
period, subject to a total return hurdle. The fee would be equal to the lesser
of: (i) 20% of distributions attributable to the relevant performance period;
or (ii) 20% of the increase in the total return which is higher than the
hurdle. The Board believes this new scheme will provide additional motivation
for the Manager to drive enhanced shareholder value.
There is no performance incentive accrued in respect of the year ended 31
March 2025 (2024: £nil).
Board composition
As noted in the previous Annual Report, Chris Kay resigned as a Director of
the Company on 6 June 2024. On 15 November 2024, Andrew Mackintosh joined the
Board from TV2. Andrew is chair of UKI2S, a government-backed venture capital
fund supporting companies from the UK’s scientific research base. He is a
Fellow of the Royal Academy of Engineering and was awarded a CBE in the 2024
New Year Honours for services to Science and Technology, and to Enterprise
Development. We are delighted to have him on board.
The Board comprises four Non-Executive Directors, which the Board considers to
be an appropriate number for the current size of the VCT. All of the Directors
are independent, with the exception of Chris Allner who is considered
non-independent by virtue of being a partner at Downing LLP, the previous
investment adviser to the Company, which still provided some services to
Foresight Group up until June 2025.
Barry Dean will be retiring as a Director of the Company at the upcoming AGM,
having served on the Board since 2013. The Board would like to thank Barry for
his significant contribution and dedication to the Company over the years.
In light of Barry’s departure, the Board is looking to recruit a replacement
in due course.
VCT Sunset Clause
I am pleased to report that new regulations have been made to extend the
UK’s VCT scheme by ten years to April 2035, following the European
Commission’s confirmation that they would not oppose the continuation of the
scheme. This now removes any recent uncertainty and will help support further
investment by the VCT sector in early-stage companies.
Annual General Meeting
The Company’s Annual General Meeting will take place at the Company’s
registered office on 22 September 2025 at 1.00pm and we look forward to
meeting as many of you as possible in person. Please refer to the formal
notice on pages 96 and 97 of the Annual Report for further details in relation
to the format of this year’s meeting. We would encourage you to submit your
votes by proxy ahead of the deadline of 1.00pm on 19 September 2025 and to
forward any questions by email to InvestorRelations@foresightgroup.eu in
advance of the meeting.
Outlook
Whilst the macroeconomic environment has been challenging for the last two
years, the Manager is cautiously optimistic that 2025 will provide more
positive conditions for our portfolio companies. The downward trajectory of
inflation and interest rates, compared to what the UK has seen over the
previous years, should lead to increasing confidence and encourage increased
UK deal activity.
In light of our disappointing short-term performance, the Board has taken
decisive action to sharpen our focus and align incentives with Shareholders’
interests. With funds raised during the recent offer for subscription, in
addition to the cash boost on acquiring the assets of TV2 and a refreshed
performance incentive scheme to greater motivate the Manager, we look forward
to seeing an increase in deployment to enhance the portfolio and returns to
Shareholders.
Atul Devani
Chair
29 July 2025
MANAGER’S REVIEW – UNQUOTED GROWTH
As at 31 March 2025, the Company’s Unquoted Growth portfolio comprised 35
investments (27 active) with a total cost of £64.7 million and a valuation of
£54.9 million.
Portfolio diversification
Consumer (cost 20% | valuation 24%)
Deep Tech (cost 24% | valuation 30%)
Software (cost 38% | valuation 30%)
Healthcare (cost 18% | valuation 16%)
Portfolio summary
At 31 March 2025, the Company held total unquoted investments of £65.7
million, split £54.9 million Unquoted Growth and £10.8 million Unquoted
Yield Focused. Details of the Unquoted Yield Focused portfolio performance are
set out on page 13 of the Annual Report.
As discussed in the Chair’s Statement on page 4 of the Annual Report, the
merger between the Company and Thames Ventures VCT 2 plc (“TV2”) completed
on 15 November 2024, resulting in the transfer of the TV2 Unquoted Growth
assets valued at £21.6 million.
The Unquoted Growth portfolio now comprises 35 companies, across a range of
sectors. From 1 April 2024 to the date of the merger, the Unquoted Growth
portfolio had an unrealised investment valuation loss of £2.2 million. The
macroeconomic environment in the last year has continued to be volatile,
including the UK budget, US elections and geopolitical unrest coupled with the
depreciation of the US Dollar and this has contributed to challenging
circumstances for the portfolio. As a result, the unrealised investment
valuation has reported a £4.3 million loss in the period to 31 March 2025,
resulting in a total unrealised investment valuation loss for the year ended
31 March 2025 of £6.5 million. The Manager will continue to focus on a
proactive management approach and the Company remains committed to supporting
the portfolio through these challenging times.
New and follow-on investments
The pace of deal activity across the market has steadily grown throughout the
year, suggesting confidence is tentatively returning, although the economic
picture in the UK remains finely balanced. Interest rates have remained high,
with inflation reducing more slowly than anticipated and the Autumn Budget tax
changes have not been supportive for UK SMEs. Careful management remains
crucial to steer portfolio companies through this environment.
We have continued to invest in our deal origination capabilities and have
identified a number of potentially attractive investment opportunities during
the year. Over the course of the year, two new investments were completed in
advertising AI enabler Alison.AI and predictive analytics platform Dragonfly
Technology Solutions for a total of £1.6 million. Both new investments are
tech‑enabled services. Behind these, there continues to be a strong pipeline
of opportunities that we are working to convert during the next 12 months.
Follow-on investments totalling £3.3 million were also made in six existing
investee companies showing continuing support for growth initiatives.
Alison.AI Limited
In November 2024, the Company invested £1.0 million into Alison.AI, a
transformative AI technology that aims to revolutionise advertising
strategies. The technology enables customers to analyse creative assets and
highlight the best performing elements.
Dragonfly Technology Solutions Limited
In November 2024, the Company invested £0.6 million into Dragonfly Technology
Solutions, a predictive analytics platform. The company uses neuroscience to
optimise marketing efficacy by predicting how the visualisation of marketing
content is consumed by individuals. The investment round is expected to enable
the company to build on its growth trajectory and continue to target
international customers, principally in the US.
FundingXchange Limited
In May 2024, the Company invested a further £0.8 million into FundingXchange,
a fintech platform delivering SME lenders insights into their portfolios. This
investment was made concurrently with a £5.0 million investment from Barclays
as part of a £6.0 million round. This transformational investment is expected
to enable the company to build on early commercial success and deepen the
strategic and commercial relationship with Barclays.
Rated People Limited
In August 2024, the Company invested a further £0.4 million into Rated
People, an online marketplace connecting homeowners and local tradespeople.
This investment aims to enable the strengthened management team to implement
the necessary product and operational changes to return to growth and a
cash-generative business model.
Maestro Media Limited
In October 2024, the Company invested a further £0.8 million into Maestro
Media, a company that has developed a video streaming platform that
distributes celebrity-led educational courses directly to consumers via an
online platform. Over the last year, the business has started to generate
corporate revenue, offsetting challenges around consumer confidence in the
current economic environment.
Virtual Class Limited
In October 2024, the Company invested a further £0.3 million into Virtual
Class, a leading provider of online maths tuition with a long history of
delivering sessions in accordance with the school curriculum. Given the
uncertainty over UK school budgets, the company is migrating to AI tutors,
enabling it to offer a more flexible and scalable product.
Flock Limited
In December 2024, the Company invested a further £0.3 million into Flock.
Flock is an industry-leading fleet insurance portal helping to reduce motor
fleet insurance premiums and running costs over time. This investment was made
as part of a £3.3 million round and is expected to enable the company to
build on commercial success as it continues to onboard capacity providers.
Cambridge Touch Technologies Limited
In January 2025, the Company invested a further £0.3 million into Cambridge
Touch Technologies, with a further £0.5 million round in February 2025.
Cambridge Touch Technologies has developed innovative touch technology
enabling interaction with smart devices. Use cases include consumer
electronics, healthcare and industrial applications. The funding round is
expected to enable the company to secure early commercial revenues.
Realisations
There were two realisations during the year ended 31 March 2025:
Bulbshare Limited
Bulbshare was sold to US-based and PE-backed Service Management Group,
generating a 1.5x return for VCT investors and generating proceeds of £1.1
million for the Company.
DSTBTD Limited (trading as Distributed)
DSTBTD Limited was sold for £1 to ILX Group after a proposed funding round
failed to materialise. No proceeds were returned to the Company, which was a
disappointing result for the team.
Further information on the realisations can be found on page 16 of the Annual
Report.
Key portfolio movements
Due to ongoing market turbulence, there have been some material write downs in
the Unquoted Growth portfolio during the year. However, there have also been
some positive movements in valuation. This has resulted in a net total
realised and unrealised investment valuation loss of £6.9 million in the
year, including £0.3 million in unrealised foreign exchange losses.
Of the total unrealised investment loss, losses of £12.1 million were offset
by gains of £5.6 million. The most significant movements are noted in the
Chair’s Statement on page 5 of the Annual Report.
Post year end activity
Post year end, the Company completed one new investment into Spaceflux Ltd
(£400,000) and follow-on investments into Audioscenic Limited (£667,000),
Flock Limited (£285,000), Virtual Class Limited (£350,000) and Dragonfly
Technology Solutions Limited (£700,000).
Outlook
Whilst the macroeconomic environment has been challenging in recent years,
there are early signs of positivity in Q2 2025 as markets begin to process
tariffs and new trading arrangements. There continues to be interest from
later stage investors in some of the Company’s assets, albeit completion
risk and uncertainty remains.
From an operational perspective, we believe the November 2024 merger with
Thames Ventures VCT 2 plc has created a more scalable platform to both raise
capital and to support underlying assets to improve outcomes for investors.
MANAGER’S REVIEW – YIELD FOCUSED
The subcontracted management agreement with Downing LLP was terminated on 27
June 2025, after a three-month handover period. Foresight Group LLP is now the
sole adviser to the Company on the Yield Focused portfolio.
It is the Manager’s view that the transition of these assets to Foresight
management is in the best interests of investors. The new arrangement provides
clear lines of Manager accountability and allows the Company to benefit from
Foresight’s previous experience in these asset classes.
Portfolio summary
As at 31 March 2025, the Yield Focused portfolio comprised seven investments
(six active) with a total cost of £14.0 million and a valuation of £10.8
million.
As discussed in the Chair’s Statement on page 4 of the Annual Report, the
merger between the Company and Thames Ventures VCT 2 plc (“TV2”) completed
on 15 November 2024, resulting in the transfer of the TV2 Yield Focused assets
valued at £1.4 million.
From 1 April 2024 to the date of the merger, the Yield Focused portfolio had
an unrealised investment valuation loss of £2.2 million, which was offset by
realised gains of £2.1 million. Since the merger the portfolio saw a further
unrealised investment valuation loss of £0.2 million, resulting in a total
unrealised investment valuation loss of £2.4 million for the year ended 31
March 2025.
Key portfolio movements
During the year, £3.1 million was generated from two exits. The first was
from Data Centre Response Limited, a provider of power solutions and
maintenance services to data centres. The business was sold to management,
generating a 5x return for investors and proceeds of £2.9 million for the
Company.
This was followed by SF Renewables (Solar) Limited, which built and operated a
solar plant in India. SF Renewables (Solar) Limited was realised for proceeds
of £187,000, generating a return of 0.4x on capital invested, reflecting the
plant’s underperformance in recent years due to low irradiance.
Post year end activity
Post year end the Company completed the sale of Gatewales Limited, a company
offering loan facilities, generating a return of 1.1x and proceeds of £0.6
million.
The sale of Kimbolton Lodge, a nursing and care home in Bedfordshire,
completed on 18 July 2025, with the Company receiving £1.0 million of
proceeds.
Outlook
With two exits during the year and two post year end, there are now four
active investments remaining in the Yield Focused portfolio. The Company is
considering strategic options for these remaining portfolio companies. Given
current market conditions, sales of the higher value, hotel-related
investments, Baron House Developments and Cadbury House Holdings, are expected
to take some time to complete. The recovery of value from Doneloans is linked
largely to the sale of Pilgrim Trading, which is the lender’s largest loan,
but additional recoveries are anticipated from other borrowers over the next
12 months.
MANAGER’S REVIEW – QUOTED GROWTH
Portfolio summary
For the six months to 30 September 2024 the Quoted Growth portfolio was
managed by Downing LLP, under a subcontract from Foresight Group LLP. From 1
October 2024, Foresight Group LLP took on full responsibility for management
of the Quoted Growth portfolio.
IBP Capital Markets Limited
As previously noted in the 2024 Annual Report, on 19 July 2024, the Company
recovered access to c.80% of its total Quoted Growth portfolio.
From October 2023 to June 2025, the Company had been locked out of accessing
its Quoted Growth portfolio assets following the decision to place its
custodian, IBP Capital Markets Limited into Special Administration by the
Financial Conduct Authority (“FCA”). This was through no fault of the
Company. On 19 July 2024 the Company recovered access to c.80% of its total
Quoted Growth portfolio. Teneo Financial Advisory, the Special Administrator
appointed by the FCA, estimates that the remaining c.20% will be recovered
following legal proceedings during 2026.
During the year, the Company appointed a new custodian, Third Platform
Services Limited, to enable successful trading. Please refer to note 14 of the
Annual Report for further information.
Investment activity There were no direct investments in the year ended
31 March 2025. As a result of the merger, assets worth £3.5 million were
acquired on 15 November 2024. There were investment disposals in the year
generating proceeds of £4.4 million (please see page 16 of the Annual
Report for further information on the Company’s realisations in the year).
Market background
The AIM equity market continued to be volatile throughout the reporting
period, buffeted by proposed changes to Business Relief and increased taxes
levied on UK businesses in the October 2024 Budget, stubbornly high inflation
and unpredictable US economic policy. Over the reporting period the FTSE AIM
All Share index fell 8.2% on a total return basis.
Key portfolio developments
At 31 March 2025, the Quoted Growth portfolio was valued at £10.1 million,
comprising 27 active investments.
Over the year, the portfolio produced net valuation losses of £7.1 million,
offset by £4.0 million received in dividends from the portfolio.
The most significant movement, illustrating the direct effects of recent UK
and US political turmoil on businesses, was at Tracsis plc, a provider of
transport technology, which saw its valuation fall by £3.6 million during the
year. The company was hampered by pre-election restrictions temporarily
impacting central government, local authority and train operating company
decision-making and spending.
This resulted in the rescheduling of certain higher-margin projects and a
short-term contraction of new order activity, that was previously expected to
occur in the group’s Q4 financial period. Furthermore, the company
encountered delays in contract awards in its US business.
The Manager continues to believe Tracsis has strategic value which is not
recognised in its share price. It is a leading provider of software, hardware,
data analytics/GIS and services for the rail, traffic data and wider transport
industries. Management is working to rebuild profits and some of the delayed
spending has already started to return.
The company has a strong balance sheet and net cash position and generates
free cash flow, which is being reinvested back into strengthening the
business.
Better news came from Anpario plc, a specialist manufacturer and distributor
of natural, sustainable feed additives for animal health, nutrition and
biosecurity. The company reported a substantial improvement in trading
following supply chain issues experienced during the inflationary period post
Covid-19. Revenues, gross margins and profits all rebounded and the company
acquired a ruminant feed specialist in the United States. The valuation
increased by £0.8 million and a further £58,000 of dividends were received.
The Company reduced its position following share price appreciation in order
to realise this gain.
A return of capital was received from Downing Strategic Micro‑Cap Investment
Trust plc, relating to a special dividend of £3.9 million. During the year,
the Trust’s Board managed a wind down of assets after prolonged
underperformance. The Trust has now been liquidated, with all capital returned
to shareholders.
Finally, Cohort plc reported positive activity during the year. Cohort plc
provides a wide range of services and products for British, Portuguese and
other international customers in defence and security markets. The company
continued to capitalise on increased defence spending from both British and
overseas customers. Revenues in H1 2025 grew 25% and the record order book
continued to keep pace with revenue growth. Post year end, Cohort acquired EM
Solutions Pty Ltd, an Australian designer and constructor of satellite
on-the-move terminals for defence and government customers. During the year
the Company sold part of its position generating £0.7 million of proceeds,
with a £0.5 million gain on sale.
Post year end activity
Post year end, the Company reduced its holdings in Arecor, GENinCode, Tracsis,
Verici, VSA Capital, Eneraqua and SysGroup generating proceeds of £1.0
million.
Outlook
It has become clear that a number of the Quoted Growth companies in the
portfolio have not achieved milestones for product development, revenues and
ultimately profits. Given competition for capital amongst the wider portfolio
of venture capital holdings, Foresight took the difficult decision to reduce a
number of these positions. Achieving a total sale of individual holdings has
not been possible, given that 20% of the Company’s Quoted Growth assets
continue to be tied up in the custodian IBP Capital Market Limited
(“IBP”), which remains in special measures. Whilst this does not allow for
portfolio management to be conducted across the entire portfolio in the event
changes are required, we are able to make them to substantially all of the
holdings.
The Quoted Growth holdings have reduced as a percentage of the Company’s
total assets, but we firmly believe that by making these changes we have
increased the portfolio’s overall quality and see an encouraging future,
despite an uncertain macroeconomic background.
Foresight Group LLP
29 July 2025
MANAGER’S REVIEW – REALISATIONS
Realisations in the year ended 31 March 2025
Valuation at
Accounting Realised 31 March
Investment cost Proceeds (1) gain/(loss) 2024
Company Detail type £’000 £’000 £’000 £’000
Bulbshare Limited Full disposal Unquoted Growth 749 1,127 378 1,498
DSTBTD Limited (trading as Distributed) Full disposal Unquoted Growth 775 — (775) 775
Data Centre Response Limited Full disposal Yield Focused 557 2,917 2,359 2,423
SF Renewables (Solar) Limited Full disposal Yield Focused 422 187 (234) 204
Angle plc Part disposal Quoted 456 45 (410) 75
Anpario plc Part disposal Quoted 866 1,283 417 833
Impact Healthcare REIT plc Part disposal Quoted 1,214 1,037 (177) 984
Craneware plc Part disposal Quoted 121 488 367 572
Feedback plc Part disposal Quoted 320 100 (220) 232
Fireangel Safety Technology Group plc Part disposal Quoted 436 23 (413) 6
Genincode plc Part disposal Quoted 657 122 (536) 226
Let's Explore Group plc Part disposal Quoted 140 94 (47) 78
Pennant International Group plc Part disposal Quoted 268 92 (176) 106
Pressure Technologies plc Part disposal Quoted 200 18 (182) 21
Strip Tinning Holdings plc Part disposal Quoted 84 15 (69) 15
Sysgroup plc Part disposal Quoted 122 52 (69) 65
Trellus Health plc Part disposal Quoted 140 2 (138) 7
Verici Dx plc Part disposal Quoted 122 17 (106) 32
Eneraqua Technologies plc Part disposal Quoted 18 2 (15) 2
Frontier IP Group plc Part disposal Quoted 24 38 14 68
One Media IP Group plc Part disposal Quoted 140 80 (60) 76
Cohort plc Part disposal Quoted 140 685 545 446
Arecor Therapeutics plc Part disposal Quoted 477 178 (299) 525
Total 8,448 8,602 154 9,269
1. Proceeds on exit excluding interest, dividends and exit fees where
applicable.
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2025
Year ended 31 March 2025 Year ended 31 March 2024
Revenue Capital Total Revenue Capital Total
Notes £’000 £’000 £’000 £’000 £’000 £’000
Losses on investments 8 — (14,488) (14,488) — (4,550) (4,550)
Income 2 4,802 — 4,802 906 — 906
Investment management fees 3 (907) (907) (1,814) (863) (863) (1,726)
Other expenses 4 (1,211) — (1,211) (1,346) — (1,346)
Return/(loss) on ordinary activities before taxation 2,684 (15,395) (12,711) (1,303) (5,413) (6,716)
Taxation 5 — — — — — —
Return/(loss) on ordinary activities after taxation 2,684 (15,395) (12,711) (1,303) (5,413) (6,716)
Return/(loss) per share 7 1.8p (10.3)p (8.5)p (0.7)p (3.1)p (3.8)p
The total columns of this statement are the profit and loss account of the
Company, and the revenue and capital columns represent supplementary
information.
All revenue and capital items in the above Statement of Comprehensive Income
are derived from continuing operations. On 15 November 2024 the Company
completed a merger with Thames Ventures VCT 2 plc, for further information on
this please refer to the Chair's Statement on page 4 of the Annual Report.
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 78 to 95 of the Annual Report form part of these financial
statements.
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ FUNDS
For the year ended 31 March 2025
Share Capital
Called-up premium redemption Distributable Capital Revaluation
share capital account reserve reserve reserve reserve Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 April 2023 1,774 428 32 87,157 — 2,592 91,983
Issue of new shares 29 1,556 — — — — 1,585
Share issue costs — (7) — — — — (7)
Shares issued under the dividend reinvestment scheme 11 545 — — — — 556
Repurchase of own shares (39) — 39 (1,912) — — (1,912)
Dividend paid — — — (1,660) (1,913) — (3,573)
Total comprehensive income — — — (1,303) (8,878) 3,465 (6,716)
At 31 March 2024 1,775 2,522 71 82,282 (10,791) 6,057 81,916
Thames Ventures VCT 2 plc merger 867 36,066 — — — — 36,933
Share redesignation (1,475) — 1,475 — — — —
Issue of new shares 9 878 — — — — 887
Share issue costs — (10) — — — — (10)
Shares issued under the dividend reinvestment scheme 9 526 — — — — 535
Repurchase of own shares (131) — 131 (8,447) — — (8,447)
Dividend paid — — — — (4,102) — (4,102)
Total comprehensive income — — — 2,684 140 (15,535) (12,711)
At 31 March 2025 1,054 39,982 1,677 76,519 (14,753) (9,478) 95,001
Total distributable reserves at 31 March 2025 were £29,202,000 (2024:
£58,151,000) which includes the distributable reserve of £76,519,000 (2024:
£82,282,000), the capital reserve of (£14,753,000) (2024: (£10,791,000)),
and unrealised losses on investments (excluding unrealised unquoted gains)
held at the year end of (£32,564,000) (2024: (£13,340,000)).
The notes on pages 78 to 95 of the Annual Report form part of these financial
statements.
BALANCE SHEET
At 31 March 2025
As at As at
31 March 31 March
2025 2024
Notes £’000 £’000
Fixed assets
Investments held at fair value through profit or loss 8 75,845 67,393
Current assets
Debtors 9 9,661 7,570
Cash at bank 11,222 7,559
20,883 15,129
Creditors
Amounts falling due within one year 10 (1,727) (606)
Net current assets 19,156 14,523
Net assets 95,001 81,916
Capital and reserves
Called-up share capital 11 1,054 1,775
Share premium account 39,982 2,522
Capital redemption reserve 1,677 71
Distributable reserve 76,519 82,282
Capital reserve (14,753) (10,791)
Revaluation reserve (9,478) 6,057
Equity shareholders’ funds 95,001 81,916
Net Asset Value per Share 12 90.1p 108.1p (1)
1. Rebased following the share resignation on 15 November 2024, using a ratio
of 0.426292370240712.
The financial statements were approved by the Board of Directors and
authorised for issue on 29 July 2025 and were signed on its behalf by
Atul Devani
Chair
29 July 2025
Registered number: 01350868
CASH FLOW STATEMENT
For the year ended 31 March 2025
Year ended Year ended
31 March 31 March
2025 2024
Notes £’000 £’000
Cash flow from operating activities
Loan interest received from investments 2 — 103
Dividends received from investments 2 4,160 415
Deposit and similar interest received 2 251 67
Investment management fees paid 3 (2,356) (1,780)
Secretarial fees paid 4 (207) (156)
Other cash payments (975) (1,645)
Net cash inflow/(outflow) from operating activities 873 (2,996)
Cash flow from investing activities
Purchase of investments 8 (4,888) (4,394)
Proceeds on sale of investments 8 8,602 3,433
Proceeds on deferred consideration 8 837 637
Cash acquired on merger with Thames Ventures VCT 2 plc 9,630 —
Net cash inflow/(outflow) from investing activities 14,181 (324)
Cash flow from financing activities
Proceeds of fundraising — 1,585
Expenses of fundraising (305) (7)
Repurchase of own shares (7,519) (2,964)
Equity dividends paid 6 (3,567) (3,017)
Net cash outflow from financing activities (11,391) (4,403)
Net inflow/(outflow) of cash for the year 3,663 (7,723)
Reconciliation of net cash flow to movement in net funds
Increase/(decrease) in cash and cash equivalents for the year 3,663 (7,723)
Net cash and cash equivalents at start of year 7,559 15,282
Net cash and cash equivalents at end of year 11,222 7,559
The notes on pages 78 to 95 of the Annual Report form part of these financial
statements.
Notes
1 These are not statutory accounts in accordance with S436 of the Companies
Act 2006. The full audited accounts for the year ended 31 March 2025, which
were unqualified and did not contain statements under S498(2) of the Companies
Act 2006 or S498(3) of the Companies Act 2006, will be lodged with the
Registrar of Companies. Statutory accounts for the year ended 31 March 2025
including an unqualified audit report and containing no statements under the
Companies Act 2006 will be delivered to the Registrar of Companies in due
course.
2 The audited Annual Financial Report has been prepared on the basis of
accounting policies set out in the statutory accounts of the Company for the
year ended 31 March 2025. All investments held by the Company are classified
as ‘fair value through the profit and loss’. Unquoted investments have
been valued in accordance with IPEV guidelines. Quoted investments are stated
at bid prices in accordance with the IPEV guidelines and Generally Accepted
Accounting Practice.
3 Copies of the Annual Report will be sent to shareholders and can be accessed
on the following website:
www.foresight.group/products/foresight-ventures-vct-plc.
4 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 March 2025 31 March 2024
Net assets £95,001,000 £81,916,000
No. of shares at year end 105,395,983 177,546,529
Net Asset Value per share 90.1p 108.1p (1)
1. Rebased following the share redesignation on 15 November 2024 using a
conversion ratio of 0.426292370240712.
5 Return per share
Year ended Year ended
31 March 31 March
2025 2024
£’000 £’000
Total loss after taxation (12,711) (6,716)
Total loss per share (note a) (8.5)p (3.8)p
Revenue return/(loss) from ordinary activities after taxation 2,684 (1,303)
Revenue return/(loss) per share (note b) 1.8p (0.7)p
Capital loss from ordinary activities after taxation (15,395) (5,413)
Capital loss per share (note c) (10.3)p (3.1)p
Weighted average number of shares in issue in the year (note d) 149,786,977 178,234,061
Notes:
a) Total loss per share is total return after taxation divided by the
weighted average number of shares in issue during the year.
b) Revenue return/(loss) per share is revenue return after taxation
divided by the weighted average number of shares in issue during the year.
c) Capital loss per share is capital 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.
6. Annual General Meeting
The Annual General Meeting of the Company will be held at the offices of
Foresight Group LLP, The Shard, 32 London Bridge Street, SE1 9SG on 22
September 2025 at 1.00pm. Details will be published on both the Manager’s
website at www.foresight.group/products/foresight-ventures-vct-plc.
7 Income
Year ended Year ended
31 March 31 March
2025 2024
£’000 £’000
Dividend income 4,042 415
Loan stock interest 509 424
Deposit and similar interest received 251 67
4,802 906
8 Investments held at fair value through profit or loss
Unquoted Growth Yield Focused Quoted³ Total
£’000 £’000 £’000 £’000
Book cost at 1 April 2024 39,760 13,651 23,241 76,652
Unrealised and foreign exchange losses (3,374) (751) (5,134) (9,259)
Valuation at 1 April 2024 36,386 12,900 18,107 67,393
Movements in the year:
Acquired on Thames Ventures VCT 2 plc merger (1) 21,623 1,359 3,496 26,478
Purchases at cost 4,888 — — 4,888
Disposal proceeds (1,127) (3,104) (4,371) (8,602)
Realised (losses)/gains on disposals (2) (398) 2,124 (1,572) 154
Foreign exchange losses (2) (284) — — (284)
Unrealised losses (2) (6,210) (2,437) (5,535) (14,182)
Valuation at 31 March 2025 54,878 10,842 10,125 75,845
Book cost at 31 March 2025 64,746 14,030 20,794 99,570
Unrealised and foreign exchange losses (9,868) (3,188) (10,669) (23,725)
Valuation at 31 March 2025 54,878 10,842 10,125 75,845
1. On 15 November 2024 the Company acquired the investment portfolio of Thames
Ventures VCT 2 plc at fair value.
2. Losses on investments of (£14,488,000) for the year ended 31 March 2025
include the realised gains on disposal of £154,000, foreign exchange losses
of (£284,000), unrealised losses of (£14,182,000), and net impact amounting
to (£176,000) of deferred consideration receipts of £893,000 and deferred
consideration debtor decrease of £1,069,000 which has been elaborated further
in Note 9 of the Annual Report.
3. At 31 March 2025 a portion of the Quoted portfolio was held with IBP
Capital Markets Limited (“IBP”) with a value of £3,632,000. IBP was
placed into special administration by the FCA. The assets relating to IBP are
withheld and will be distributed as part of a Final Court Approved
Distribution Plan. For further information please refer to note 14 of the
Annual Report.
9 Related party transactions
No Director has an interest in any material contract to which the Company is a
party other than their appointment and remuneration as Directors. Please refer
to page 63 of the Annual Report for the Directors’ remuneration tables.
10 Transactions with the Manager
Foresight Group LLP earned fees of £1,814,000 in the year ended 31 March 2025
(2024: £1,726,000).
Foresight Group LLP is the Company Secretary and received accounting and
company secretarial services fees of £161,000 during the year (2024:
£156,000). Foresight Promoter LLP, a related party to the Manager, earned
fees of £5,000 (2024: £nil) in respect of costs incurred related to share
allotments in the year.
As at 31 March 2025, the amount due from Foresight Group LLP was £7,000
(2024: £9,000).
No amounts have been written off in the year in respect of debts due to or
from the Manager.
A copy of the Annual Report and Accounts will be submitted to the National
Storage Mechanism in accordance with UK Listing Rules (“UKLR”)11.4.1 /
UKLR 6.4.1 and UKLR 6.4.3.
END
For further information, please contact:
Company Secretary
Foresight Group LLP
Contact: Stephen Thayer Tel: 0203 667 8100
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Foresight Group LLP
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