REG-Half-year Financial Report
19/12/2025 15:30
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FORESIGHT VENTURES VCT PLC
LEI: 213800R88MRC4Y3OIW86
19 DECEMBER 2025
UNAUDTED HALF-YEARLY FINANCIAL REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
FINANCIAL HIGHLIGHTS
* One new investment costing £0.4 million and five follow‑on investments
costing £2.6 million were made during the period.
* The Company fully exited its unquoted investments in CAI Software LLC,
Gatewales Limited and Kimbolton Lodge Limited,
returning proceeds of £2.1 million to the Company.
* The Company fully exited one investment and partially exited its investments
in six quoted investments, returning proceeds of £1.1 million to the Company.
* The Unquoted Growth portfolio saw a net valuation increase of £0.7 million
in the period.
* The Company launched an offer for subscription on 14 October 2025 to raise
up to £10 million (with an overallotment facility for up to an additional £5
million) through the issue of shares.
* Post period end the Company paid a 1.8p per share dividend on 17 October
2025.
* The Board is pleased to declare an interim dividend of 1.8p per share to be
paid on 27 March 2026. The shares will be quoted
ex-dividend on 5 March 2026 and the record date for payment will
be 6 March 2026.
Chair’s Statement
I am pleased to present the Company’s Unaudited Half‑Yearly Financial
Report for the six months ended 30 September 2025.
Introduction
On behalf of the Board, I present the Unaudited Half-Yearly Financial Report
for Foresight Ventures VCT Plc for the six months ended 30 September 2025. I
am pleased to report that the period under review has shown some early signs
of progress for the Company, following the merger with Thames Ventures VCT 2
plc in November 2024 and the revised strategy to focus on Unquoted Growth
investments.
Despite ongoing global and domestic economic uncertainty and sector-specific
challenges, the Company is beginning to see early, but encouraging signs that
the steps taken over the past year to focus on the core investment strategy
and streamline the portfolio are beginning to take effect, reporting improved
liquidity and management efficiencies, and a very modest increase in NAV. We
do, however, note there have also been some outcomes that have been below
expectations and therefore remain ever mindful that there is still
considerable work ahead.
I would also like to take this opportunity to welcome Stella Panu to the
Board, who joined as a Director in September 2025, bringing a wealth of
experience in portfolio strategy, risk oversight and shareholder engagement.
The Board looks forward to working with her as we continue to strengthen
governance and oversee the next phase of the Company’s development.
Net Asset Value and dividends
As at 30 September 2025, the Company’s NAV per share stood at 90.7p, an
increase of 0.6p (or 0.7%) over the period.
The Company’s policy is to seek to pay annual dividends of at least 4% of
net assets per annum. Post period end, on 17 October 2025, the Company paid a
final dividend of 1.8p, taking total dividends paid in respect of the year
ended 31 March 2025 up to 3.8p per share, equivalent to 4.2% of the closing
net assets of the 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 115.1p per share (rebased).
The Board is pleased to declare an interim dividend of 1.8p per share, which
will be paid on 27 March 2026.
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 42 of the Half-Year 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 period to 30 September 2025, the Company raised £2.5 million, bringing
the total funds raised under the offer to £3.4 million. The Company launched
an offer for subscription on 14 October 2025 to raise up to £10 million (with
an overallotment facility for up to an additional £5 million) through the
issue of shares.
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 six months under review, the Company invested £3.0
million in six Unquoted Growth companies, one of which was new to the
portfolio, and received proceeds of £3.1 million from the full and partial
realisations of investments across our unquoted and quoted portfolios.
The whole portfolio showed net valuation gains of £1.3 million, including
foreign exchange losses of £0.5 million. £1.3 million of growth arose from
the Quoted Growth investments, with the market beginning to recover after an
extremely unforgiving year for the AIM market as a whole. The Yield Focused
investments saw a net valuation loss of £0.6 million in the period. Two exits
were completed in the period relating to the Yield Focused assets, generating
proceeds of £1.6 million for the portfolio. For further details on these
exits please refer to the Manager’s Review on page 11 of the Half-Year
Report.
The Manager continues to make steady progress in realising the remainder of
the Quoted Growth and Yield Focused portfolios, which should help reduce
volatility and enable greater focus on higher-conviction growth investments
going forward.
The Unquoted Growth investments had a net valuation gain of £0.7 million in
the period. Within the Unquoted Growth portfolio, valuation increases of £5.0
million were offset by valuation losses of £4.3 million. The largest decrease
in the period was to write down Ecstase Limited (£2.0 million) as a result of
continued trading challenges in a tough market leading to a reassessment of
the Company’s financial position.
The Company also completed the sale of CAI Software LLC, generating proceeds
of £0.4 million, a 0.3x return for the Company. Whilst this was a
disappointing result for the Company, it stands in contrast to the encouraging
progress of other portfolio companies. Notably Maestro Media Limited, which
saw a mechanical valuation increase of £1.3 million in the period, Virtual
Class Limited, which saw a valuation increase of £0.8 million, and FVRVS
Limited, which also saw a valuation increase of £0.8 million. We remain
optimistic about the ongoing efforts in realising non-core assets and by the
positive performance of other holdings that continue to deliver strong value
creation.
Post period end, the Company completed the partial sale of Ayar Labs Limited,
generating proceeds of £1.3 million and a 2.1x return for the Company (4.4x
on original amount invested).
Further details on the investment portfolio can be found within the
Manager’s Review and the Portfolio Overview on pages 8 to 24 of the
Half-Year 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 26 of the Half-Year 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, including 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 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 in 2027, unless additional claims are
submitted or the outcome of the court proceedings in terms of a final
distribution is not as expected. The Company will communicate with
Shareholders if there is any new information that materially impacts the
numbers presented in this report. Please refer to note 8 of the accounts for
further information.
Share buybacks
Since the merger, the Company has been operating 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%. This is reviewed regularly in line
with other cash management metrics.
During the year, the Company purchased and subsequently cancelled 2,347,339
shares at an average discount of 2.5% 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.
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 42 of the Half-Year Report.
Management charges and performance incentive
The annual management fee is an amount equal to 2.0% of net assets, for the
period ended 30 September 2025 this equated to £1.0 million (31 March 2025:
£1.8 million).
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 period ended 30
September 2025 (31 March 2025: £nil).
Board composition
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 retired as a Director of the Company at the AGM on 22 September
2025, 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.
The Board is pleased to welcome Stella Panu as a Non-Executive Director, whose
appointment took effect from 23 September 2025. Stella brings over 20 years of
investment management and governance experience to her role as a Non-Executive
Director. As a founding Partner of Maven Capital Partners, she led private
equity and high-growth UK company investments across various technology
sectors. She also acted as investment manager for several VCT funds, taking
responsibility for portfolio strategy, risk oversight and shareholder
engagement. With 15 years of Board experience supporting SMEs and growth
businesses, Stella combines strategic insight with practical governance
expertise. Her background in economics, law, and investment banking underpins
a proven track record of driving growth, delivering value and supporting
successful investment outcomes.
Outlook
As we look ahead to the remainder of the year and beyond, the macroeconomic
environment remains complex and evolving, and it is with very cautious
optimism that we assess the prospects for the Company.
The Company’s focus on Unquoted Growth investments in deep technology and
software, whilst gradually realising non-core assets, has proven valuable and
well-positioned in the UK investment market. This is evidenced by the UK
Government’s continued efforts to stimulate growth in the UK’s technology
sector. A particular highlight has been the announcement of over £40 billion
in AI and cloud infrastructure investment from global leaders including
Microsoft, Google and Nvidia. This surge in capital reflects growing
confidence in the UK’s digital economy and lays the foundation for the next
generation of AI-enabled companies – further reinforcing the relevance of
our strategy: investing in diversified high-growth potential, innovative
companies.
Whilst there remains a way to go, encouraging early signs of improved
performance provide a quiet confidence that the Company is now well set up to
drive growth and deliver value to our Shareholders. There will undoubtedly be
challenges ahead, but the Manager remains committed to supporting portfolio
companies methodically, exercising capital discipline, and positioning the
Company to capture value. The Board acknowledges the Company is in a period of
transition following the merger and would like to thank Shareholders for their
continued support as we navigate this phase and continue to build towards
longer-term value creation.
Atul Devani
Chair
19 December 2025
Manager’s Review
Unquoted Growth
As at 30 September 2025, the Company’s Unquoted Growth portfolio comprised
34 investments (26 active) with a total cost of £64.1 million and a
valuation of £58.1 million.
Portfolio summary
At 30 September 2025, the Company held total unquoted investments of £66.6
million, split £58.1 million Unquoted Growth and £8.6 million Unquoted Yield
Focused. Details of the Unquoted Yield Focused portfolio performance are set
out on page 11 of the Half-Year Report.
Following the merger between the Company and Thames Ventures VCT 2 plc in
November 2024, the Unquoted Growth portfolio now comprises 34 companies,
across a range of sectors. The Manager is pleased to report that, for the six
months ended 30 September 2025, the Unquoted Growth portfolio had an
unrealised investment valuation gain of
£3.8 million.
Following a period of underperformance, we are beginning to see encouraging
signs that our focus on the Company’s core strategy and streamlining the
portfolio, which has resulted in steady progress in the period, is yielding
results. Whilst there remains work to do, the results of the six-month period
ended 30 September 2025 evidence the potential to create value in what is a
volatile macroeconomic environment. We are conscious that there will be
challenges ahead, as we have seen with some disappointing outcomes in the
period, but the Manager is committed to continuing its proactive approach,
supporting the portfolio through these challenging times and ultimately
driving growth as we hope to see recovery across the wider UK economy in
parallel.
New and follow-on investments
The pace of deal activity across the market continues to grow, although the
economic picture in the UK remains finely balanced. Interest rates have
remained high and inflation is still above the Bank of England’s 2% target.
The economy is showing signs of resilience in some sectors but still faces
important structural and cyclical headwinds. 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 period, one new investment was completed in Spaceflux Limited (£0.4
million), a global optical sensor network and AI analytics platform used to
track satellites and space debris. Further to this, there continues to be a
strong pipeline of opportunities that we are working to convert over the next
six months. Follow-on investments totalling £2.6 million were also made in
five existing investee companies, showing continued support for growth
initiatives.
Spaceflux Limited
In July 2025, the Company invested £0.4 million into Spaceflux, alongside
Foresight Technology VCT plc, as part of an oversubscribed £5.4 million
funding round. Spaceflux is a provider of real-time Space Situational
Awareness (“SSA”) and Space Traffic Management solutions using a global
network of 14 advanced optical ground sensors, combined with proprietary
software, AI and analytics..
Audioscenic Limited
In April 2025, the Company invested a further £0.7 million into Audioscenic
Limited as part of a £5.0 million funding round led by Foresight Ventures
funds. Audioscenic is developing an immersive 3D audio technology for
loudspeaker systems that enables the immersive effect of “spatial audio”
content to be enjoyed on handheld consumer electronic devices.
Flock Limited
In May 2025, the Company invested a further £0.3 million into Flock Limited,
alongside Octopus Ventures. Flock, a UK-based insurtech business
revolutionising commercial fleet insurance, has gained momentum by onboarding
capacity providers and securing significant partnerships, while continuing to
execute its data-driven expansion strategy.
Virtual Class Limited
In May 2025, the Company invested a further £0.4 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 migrated to AI tutors with encouraging nascent
success as a result of offering a more flexible and scalable product.
Dragonfly Technology Solutions Limited
In June 2025, the Company invested a further £0.7 million into Dragonfly
Technology Solutions, a predictive analytics platform. The business uses
neuroscience to optimise marketing efficacy by predicting how the
visualisation of marketing content is consumed by individuals. The company
continues to grow revenue year-on-year as it works to expand its international
presence, particularly in the US.
EM Scientific Limited (t/a Inoviv)
In August 2025, the Company invested a further £0.6 million into EM
Scientific Limited, trading as Inoviv. Inoviv is a UK-based biotech company
developing advanced multiplexed LC-MS proteomics platforms, which has made
steady progress in expanding its biomarker panels and strengthening commercial
engagement within the drug discovery and development sector.
Realisations
There was one realisation during the six-month period ended 30 September 2025:
CAI Software LLC
In 2024, the Company sold portfolio company Parsable Inc to PE-backed CAI
Software LLC in exchange for equity in the company. During the period under
review, the Company’s interest in CAI Software LLC was sold as part of a
merger transaction with Print ePS, recognising proceeds of £0.4 million and a
return on original investment of 0.3x.
Further information on the realisations can be found on page 14 of the
Half-Year Report.
Key portfolio movements
Despite the ongoing market turbulence, a number of positive movements in
valuation have been recognised. These include:
* Maestro Media Limited (£1.3 million) as a result of a change in returns
profile structuring on the back of events which occurred in the period
* Ayar Labs Inc (£0.5 million) as a result of aligning the valuation to the
most recent market transaction price
* Virtual Class Limited (£0.8 million) as a result of a period of improved
performance, coupled with the funding round which completed in the period
However, there have also been some disappointing outcomes across the
portfolio, notably the write down of Ecstase Limited (trading as ADAY) of
£2.0 million. Following a review, it was concluded that, despite prior
efforts, the company was unable to achieve the necessary financial stability
to support its ongoing operations.
This has resulted in a net total realised and unrealised investment valuation
gain of £0.7 million in the year, including
£0.5 million in unrealised foreign exchange losses.
Post period end activity
Post period end, the Company completed the partial sale of Ayar Labs Limited,
generating proceeds of £1.3 million and a 2.1x return for the Company (4.4x
on original amount invested).
Outlook
The past six months have been encouraging, with the Unquoted Growth portfolio
delivering improved performance and early evidence that the strategic and
operational changes made following last year’s restructuring are beginning
to take effect. While these results are a welcome validation of our refocused
approach, we remain focused on execution and capital discipline across the
portfolio.
The broader UK macroeconomic backdrop continues to present both challenge and
opportunity. Inflation, though easing from its earlier peaks, remains above
target, and interest rates continue to constrain funding conditions for
early-stage and growth companies. However, there are signs of stabilisation in
confidence and valuation levels, and selective investment appetite is
returning to parts of the technology sector.
Against this backdrop, we will continue to apply a disciplined and patient
approach to capital deployment, focusing on businesses with clear technical
differentiation, credible management teams, and demonstrable potential for
positive realisations. Our priority is building on recent momentum while
maintaining the prudence and selectivity that the current environment demands
to ultimately achieve long-term value creation for investors.
Foresight Group LLP
19 December 2025
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 manager to the Company on the Yield Focused portfolio.
It is the Manager’s view that the transition of these assets to
Foresight’s management is in the best interests of investors. The
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 30 September 2025, the Yield Focused portfolio comprised five
investments (four active) with a total cost of £12.8 million and a valuation
of £8.6 million.
In the period, the valuation of the Yield Focused portfolio fell by £2.2
million, explained by disposals of £1.6 million and an unrealised investment
valuation loss of £1.0 million, offset by realised gains of £0.4 million.
Key portfolio movements
During the period, £1.6 million was generated from two exits. The first was
from Gatewales Limited, a company offering loan facilities, which generated a
return of 1.1x capital invested and proceeds of £0.6 million. This was
followed by the sale of Kimbolton Lodge Limited, a nursing and care home in
Bedfordshire, which completed in July 2025, with the Company receiving £1.0
million of proceeds.
Outlook
With two exits during the period and one post period end, there are now three
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, investments in hotels,
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 was the lender’s largest loan, with
additional recoveries anticipated from other borrowers over the next 12
months.
Foresight Group LLP
19 December 2025
Quoted Growth
Portfolio summary
From 1 October 2024, Foresight Group LLP took on full responsibility for
management of the Quoted Growth portfolio from Downing LLP.
IBP Capital Markets Limited
As previously noted in the 2025 Annual Report, on 19 July 2024, the Company
recovered access to c.80% of its total Quoted Growth portfolio.
From October 2023 to June 2024, 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 2027. Please refer to note 8 to the
accounts for further information.
During the prior year, the Company appointed a new custodian, Third Platform
Services Limited, to enable trading.
Investment activity
There were no direct investments in the period ended 30 September 2025 as we
continue to focus new investments away from VCT qualifying listed companies
and into the Unquoted Growth portfolio. There were investment disposals in the
period generating proceeds of £1.1 million (please see page 14 of the
Half-Year Report for further information on the realisations).
Market background
The AIM equity market continued to be volatile throughout the reporting
period. The market was buffeted by announced changes to Business Relief which
saw a number of high profile AIM companies delist from AIM and relist on the
FTSE Main Market, and macro uncertainty, especially around taxes, which led to
a forestalling of corporate investment. Despite these factors the FTSE AIM All
Share index rose 14.8% on a total return basis over the six months ended 30
September 2025 as metals and mining shares benefited from rising commodity
prices, especially precious metals.
Key portfolio developments
At 30 September 2025, the Quoted Growth portfolio was valued at £10.3
million, comprising 25 active investments.
Over the period, the portfolio produced net valuation gains of £1.3 million,
with a further £0.5 million received in dividends from the portfolio.
Train network and safety management software developer Tracsis Plc continues
to experience tough operating conditions and profits fell 33% in the first
half of the financial year. The transition toward Great British Railways and
re-nationalisation of train operators has slowed procurement cycles,
especially for Operations & Planning services. The company is well financed
with net cash of
£22 million. During the period the Company completed the part disposal of
this asset realising proceeds of £0.55 million.
Defence technology group Cohort Plc remains well positioned with its suite of
advanced communications, sensors, intelligence, and systems solutions to
military and security customers worldwide seeing strong demand from
governments looking to invest in national security. Full year results showed
profits up 30% and the strong order book provides visibility into 2026 and
beyond.
Craneware Plc, a leading provider of automated healthcare financial
performance and revenue integrity software, that helps US hospitals optimise
billing, pricing, and compliance received a bid from a private equity house.
This was subsequently rejected by the company on price grounds. The company
continues to trade well as evidenced by its full year results to 30 June 2025.
These results showed revenues up 9%, with recurring revenues up 7% and profit
before tax up 52% as the company benefitted from better treasury management.
The company is confident of delivering accelerated topline growth into 2026.
Arecor Therapeutics Plc is a clinical-stage biopharmaceutical company that
reformulates and improves existing therapies using its Arestat platform.
Although the potential remains high, progress has been slow and the balance
sheet provides limited underpinning into 2026 should progress prove slower
than anticipated. During the period the Company completed a part disposal of
this asset raising £0.35 million.
Post year end activity
Post year end, the Company reduced its holdings in Vanguard FTSE U.K. Equity
Income Index Fund GBP Acc generating proceeds of £0.4 million.
Outlook
We are gradually winding down the Company’s exposure to qualifying listed
AIM companies as we redeploy funds in unlisted qualifying companies. We have
realised of a large portion of the Quoted portfolio and the majority of the
remaining holdings are cash generative with proven business models and
experienced management teams. As such the pace of disposals will now be
primarily dictated by the opportunities to deploy funds into the Unquoted
Growth companies in line with the Company’s core strategy.
The Quoted Growth holdings have reduced as a percentage of the Company’s
total assets, but we firmly believe that by selling down the Quoted portfolio
assets we have increased the portfolio’s overall quality and see an
encouraging future, despite an uncertain macroeconomic background.
Foresight Group LLP
19 December 2025
Realisations
Realisations in the period ended 30 September 2025
Valuation at
Accounting Realised 31 March
Investment cost Proceeds (1) gain/(loss) 2025
Company Detail type £’000 £’000 £’000 £’000
CAI Software LLC Full Disposal Unquoted Growth 1,715 430 (1,285) 547
Glisser Limited Dissolved Unquoted Growth 1,887 — (1,887) —
Kimbolton Lodge Limited Full Disposal Unquoted Yield 664 1,038 374 1,000
Gatewales Limited Full Disposal Unquoted Yield 569 603 34 603
Resource Reserve Recovery (VSA Capital Plc) Part Disposal Unquoted Yield 5 1 (4) —
Eneraqua Technologies Plc Part Disposal Quoted 139 12 (127) 16
Genincode Plc Part Disposal Quoted 163 128 (35) 136
Sysgroup Plc Part Disposal Quoted 36 13 (23) 11
Tracsis Plc Part Disposal Quoted 234 554 320 450
Verici Dx Plc Part Disposal Quoted 68 2 (66) 4
Arecor Therapeutics Plc Part Disposal Quoted 430 350 (80) 358
Flowgroup Plc Dissolved Quoted 207 — (207) —
Total 6,117 3,131 (2,986) 3,125
1) Proceeds on exit excluding interest, dividends and exit fees where
applicable.
Unaudited Half-Yearly Results and Responsibilities Statements
Principal risks and uncertainties
The principal risks faced by the Company are as follows:
* Market risk
* Strategic and performance risk
* Internal control risk
* Legislative and regulatory risk
* VCT qualifying status risk
* Investment valuation and liquidity risk
The Board reported on the principal risks and uncertainties faced by the
Company in the Annual Report and Accounts for the year ended 31 March 2025. A
detailed explanation can be found on pages 39 to 42 of the Annual Report and
Accounts, which is available on the Manager’s website
www.foresight.group/strategies-funds/tax-efficient-investing/venture-capital-trusts/foresight-ventures-vct
or by writing to Foresight Group LLP at The Shard, 32 London Bridge Street,
London SE1 9SG.
In the view of the Board, there have been no changes to the fundamental nature
of these risks since the previous Annual Report and Accounts. The emerging
risks identified in the previous report included those of geopolitical risk,
cyber security and artificial intelligence. These emerging risks continue to
apply and be monitored. The Board and the Manager continue to follow all
emerging risks closely with a view to identifying where changes affect the
areas of the market in which portfolio companies operate. This enables the
Manager to work closely with portfolio companies, preparing them so far as
possible to ensure they are well positioned to endure potential volatility.
Directors’ responsibility statement
The Disclosure and Transparency Rules (“DTR”) of the UK Listing Authority
require the Directors to confirm their responsibilities in relation to the
preparation and publication of the Half-Yearly Financial Report.
The Directors confirm to the best of their knowledge that:
a) The summarised set of financial statements has been prepared in
accordance with FRS 104
b) The interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events during the
first six months and description of principal risks and uncertainties for the
remaining six months of the year)
c) The summarised set of financial statements gives a true and fair
view of the assets, liabilities, financial position and profit or loss of the
Company as required by DTR 4.2.4R
d) The interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related parties’
transactions and changes therein)
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 of the Annual Report. The financial position of the Company,
its cash flows, liquidity position and borrowing facilities are described in
the Chair’s Statement, Strategic Report and Notes to the Accounts of the 31
March 2025 Annual Report. In addition, the Annual Report includes the
Company’s objectives, policies and processes for managing its capital; its
financial risk management objectives; details of its financial instruments;
and its exposures to credit risk and liquidity risk.
The Company has adequate financial resources at the period end and holds a
diversified portfolio of investments. As a consequence, the Directors believe
that the Company is well placed to manage its business risks successfully.
The Directors have reasonable expectation that the Company has adequate
resources to continue in operational existence for the foreseeable future.
Thus they continue to adopt the going concern basis of accounting in preparing
the half-yearly financial statements.
The Half-Yearly Financial Report has not been audited nor reviewed by the
auditor.
On behalf of the Board
Atul Devani
Chair
19 December 2025
Unaudited Income Statement
For the six months ended 30 September 2025
Six months ended 30 September 2025 (Unaudited) Six months ended 30 September 2024 (Unaudited) Year ended 31 March 2025 (Audited)
Revenue Capital Total Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Gains/(losses) on investments — 1,306 1,306 — (8,109) (8,109) — (14,488) (14,488)
Income 655 — 655 4,187 — 4,187 4,802 — 4,802
Investment management fees (482) (482) (964) (404) (404) (808) (907) (907) (1,814)
Other expenses (520) — (520) (482) — (482) (1,211) — (1,211)
(Loss)/return on ordinary activities before taxation (347) 824 477 3,301 (8,513) (5,212) 2,684 (15,395) (12,711)
Taxation — — — — — — — — —
(Loss)/return on ordinary activities after taxation (347) 824 477 3,301 (8,513) (5,212) 2,684 (15,395) (12,711)
(Loss)/return per share (0.3)p 0.7p 0.4p 1.9p (4.8)p (2.9)p 1.8p (10.3)p (8.5)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 Income Statement 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 in the 31 March 2025 Annual Report.
The Company has no recognised gains or losses other than those shown above,
therefore no separate statement of total recognised gains and losses has been
presented.
The Company has only one class of business and one reportable segment, the
results of which are set out in the Income Statement 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.
Unaudited Reconciliation of Movements in Shareholders’ Funds
For the six months ended 30 September 2025
Called-up Share premium Capital redemption Distributable Capital Revaluation
share capital account reserve reserve reserve reserve Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
As at 1 April 2025 1,054 39,982 1,677 76,519 (14,753) (9,478) 95,001
Issue of new shares 25 2,454 — — — — 2,479
Share issue costs — (69) — — — — (69)
Repurchase of own shares (23) — 23 (2,075) — — (2,075)
Total comprehensive income — — — (347) (3,464) 4,288 477
As at 30 September 2025 1,056 42,367 1,700 74,097 (18,217) (5,190) 95,813
Distributable reserves at 30 September 2025 total £35,817,000 (31 March 2025:
£29,202,000) which includes the distributable reserve of £74,097,000 (31
March 2025: £76,519,000), the capital reserve of (£18,217,000) (31 March
2025: (£14,753,000)), and unrealised losses on investments (excluding
unrealised unquoted gains) held at the year end of (£20,063,000) (31 March
2025: (£32,564,000)).
Unaudited Balance Sheet
As at 30 September 2025
Registered number: 03150868
As at As at As at
30 September 30 September 31 March
2025 2024 2025
(Unaudited) (Unaudited) (Audited)
£’000 £’000 £’000
Fixed assets
Investments held at fair value through profit or loss 76,968 57,746 75,845
Current assets
Debtors 8,310 8,467 9,661
Cash and cash equivalents 11,302 7,097 11,222
Total current assets 19,612 15,564 20,883
Creditors
Amounts falling due within one year (767) (637) (1,727)
Net current assets 18,845 14,927 19,156
Net assets 95,813 72,673 95,001
Capital and reserves
Called-up share capital 1,056 1,727 1,054
Share premium account 42,367 2,777 39,982
Capital redemption reserve 1,700 126 1,677
Distributable reserve 74,097 83,243 76,519
Capital reserve (18,217) (10,946) (14,753)
Revaluation reserve (5,190) (4,254) (9,478)
Equity Shareholders’ funds 95,813 72,673 95,001
Net Asset Value per share 90.7p 98.8p (1) 90.1p
1) Rebased following the share redesignation on 15 November 2024, using a
ratio of 0.426292370240712.
Unaudited Cash Flow Statement
For the six months ended 30 September 2025
Six months Six months Year
ended ended ended
30 September 30 September 31 March
2025 2024 2025
(Unaudited) (Unaudited) (Audited)
£’000 £’000 £’000
Cash flow from operating activities
Dividends received from investments 596 2,745 4,160
Deposit and similar interest received 163 120 251
Investment management fees paid (424) (1,249) (2,356)
Secretarial fees paid (39) (114) (207)
Other cash payments (730) (314) (975)
Net cash (outflow)/inflow from operating activities (434) 1,188 873
Cash flow from investing activities
Purchase of investments (2,952) (1,125) (4,888)
Proceeds on sale of investments 3,131 2,917 8,602
Proceeds on deferred consideration 4 543 837
Cash acquired on merger with Thames Ventures VCT 2 plc — — 9,630
Net cash inflow from investing activities 183 2,335 14,181
Cash flows from financing activities
Proceeds of fundraising 3,333 — —
Expenses of fundraising (45) — (305)
Repurchase of own shares (2,957) (2,340) (7,519)
Equity dividends paid — (1,645) (3,567)
Net cash inflow/(outflow) from financing activities 331 (3,985) (11,391)
Net inflow/(outflow) of cash in the period 80 (462) 3,663
Reconciliation of net cash flow to movement in net funds
Increase/(decrease) in cash and cash equivalents for the period 80 (462) 3,663
Net cash and cash equivalents at start of period 11,222 7,559 7,559
Net cash and cash equivalents at end of period 11,302 7,097 11,222
Notes to the Unaudited Half-Yearly Results
For the six months ended 30 September 2025
1
The Unaudited Half-Yearly Financial Report has been prepared on the basis of
the accounting policies set out in the statutory accounts of the Company for
the year ended 31 March 2025. Investments have been valued in accordance with
IPEV Valuation Guidelines.
2
These are not statutory accounts in accordance with s436 of the Companies Act
2006 and the financial information for the six months ended 30 September 2025
and 30 September 2024 has been neither audited nor formally reviewed.
Statutory accounts in respect of the year ended 31 March 2025 have been
audited and reported on by the Company’s auditor and delivered to the
Registrar of Companies and included the report of the auditor which was
unqualified and did not contain a statement under s498(2) or s498(3) of the
Companies Act 2006. No statutory accounts in respect of any period after 31
March 2025 have been reported on by the Company’s auditor or delivered to
the Registrar of Companies.
3
Copies of the Unaudited Half-Yearly Financial Report for the six months ended
30 September 2025 will be sent to Shareholders via their chosen method and
will be available for inspection at the Registered Office of the Company at
The Shard, 32 London Bridge Street, London SE1 9SG.
4 Net Asset Value per share
The Net Asset Value per share is based on net assets at the end of the period
and on the number of shares in issue at the date.
Number
of shares
Net assets in issue
30 September 2025 £95,813,000 105,580,231
30 September 2024 £72,673,000 73,627,198 (1)
31 March 2025 £95,001,000 105,395,983
1) Rebased following the share redesignation on 15 November 2024, using a
ratio of 0.426292370240712.
5 Return per share
The weighted average number of shares used to calculate the respective returns
are shown in the table below.
Number
of shares
30 September 2025 106,998,379
30 September 2024 176,320,908
31 March 2025 149,786,977
Earnings for the period should not be taken as a guide to the results for the
full year.
6 Income
Six months Six months
ended ended Year ended
30 September 30 September 31 March
2025 2024 2025
£’000 £’000 £’000
Dividend income 596 3,827 4,042
Deposit and similar interest received 163 120 251
Loan stock interest (expense)/income (104) (1) 240 509
655 4,187 4,802
1) The loan stock interest balance is a negative balance for the period
ending 30 September 2025 due to interest write offs relating to the Yield
Focused portfolio.
7 Investments held at fair value through profit or loss
Unquoted
Unquoted Growth Yield Focused Quoted Growth
investments investments investments² Total
£’000 £’000 £’000 £’000
Book cost at 1 April 2025 64,746 14,030 20,794 99,570
Unrealised and foreign exchange losses (9,868) (3,188) (10,669) (23,725)
Valuation at 1 April 2025 54,878 10,842 10,125 75,845
Movements in the period:
Purchases at cost 2,952 — — 2,952
Disposal proceeds (430) (1,641) (1,060) (3,131)
Realised (losses)/gains on disposals (1) (3,172) 404 (218) (2,986)
Foreign exchange losses (541) — — (541)
Unrealised gains/(losses) 4,377 (1,043) 1,495 4,829
Valuation at 30 September 2025 58,064 8,562 10,342 76,968
Book cost at 30 September 2025 64,096 12,793 19,516 96,405
Unrealised and foreign exchange losses (6,032) (4,231) (9,174) (19,437)
Valuation at 30 September 2025 58,064 8,562 10,342 76,968
1) Gains on investments in the Income Statement for the six months ended 30
September 2025 include realised gains relating to deferred consideration
receipts totalling £4,000 from SF Renewables (Solar) Limited.
2) At 30 September 2025 a portion of the Quoted portfolio was held with IBP
Capital Markets Limited (“IBP”) with a value of £3,877,000. 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 8.
8 Contingencies, guarantees and financial commitments
As outlined in note 14 to the Annual Report and Accounts for the year ended 31
March 2025, the Company has used IBP Capital Markets Limited (“IBP”) as
custodian for its quoted investments since September 2020. Appointing a
custodian is a requirement of the FCA; IBP is 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. During the period since, the Manager has been
actively collaborating with the special administrators to reach a resolution,
which has involved reconciling quoted stocks held with IBP (“Custody
Assets”) and cash held with IBP (“Client Money”). As at 13 October 2023,
the Company held Client Money of £1.1 million (1.2% of indicative NAV on the
same date) and Custody Assets of £16.9 million (19.5% of indicative NAV on
the same date).
With regard to Custody Assets, whilst the final outcome remains subject to
change, particularly as additional claims may be made, there have so far been
two differences of value identified, together totalling a variance of £0.28
million, which was provided for at 31 March 2024. It was announced on 17 May
2024 that the special administrators would be making an interim distribution
of 80% of eligible Custody Assets, and the transfer of these to the new
custodian completed on 19 July 2024. The Company is now able to trade these
assets on the quoted market. The remaining 20%, with a value of £3.88 million
at 30 September 2025, will be distributed as part of a Final Court Approved
Distribution Plan, unless additional claims are made resulting in a break.
With regard to Client Money, a progress report was released on 12 April 2024
which identified a potential 44% cash shortfall equating to £0.46 million of
Client Money held by the Company which was provided for at 31 March 2024.
There had been no further updates in the period under review, however, on 12
November 2025, post period-end, a further progress report was released which
detailed a potential change to the anticipated percentage return of Client
Money. This is due to an additional claim submitted in the period. There is an
ongoing investigation and therefore, at the date of this report, any impact to
the Company remains unquantifiable. From the information available the fees
attributable to the Company are anticipated to be in the region of £0.34
million payable by the Company. These fees were accrued for as at 30 September
2025.
The total potential exposure based on information available to date is
therefore currently estimated to be £1.08 million, representing 1.1% of NAV
at 30 September 2025.
As noted, the outcome remains subject to change with the final distribution
plan being actioned following the court proceedings. Timing of this is now
currently anticipated to take place in 2027 following the publication of the
most recent IBP Progress Report in November 2025. The Company will
communicate with Shareholders if there is any new information which materially
impacts the numbers presented in this report.
9 Related party transactions
No Director has an interest in any contract to which the Company is a party
other than their appointment and payment as Directors.
10 Transactions with the Investment Manager
Details of arrangements with Foresight Group LLP are given in the Annual
Report and Accounts for the year ended 31 March 2025, in the Directors’
Report and notes 3 and 4. All arrangements and transactions were on an arm’s
length basis.
Foresight Group LLP was appointed as Investment Manager on 4 July 2022 and
earned fees of £964,000 during the period to 30 September 2025 (30 September
2024: £808,000; 31 March 2025: £1,814,000).
Foresight Group LLP is the Company Secretary (appointed on 1 September 2023)
and received, for accounting and company secretarial services, fees of
£84,000 during the period to 30 September 2025 (30 September 2024: £75,000;
31 March 2025: £161,000).
At the balance sheet date there was £4,000 due to Foresight Group LLP (30
September 2024: £nil; 31 March 2025: £7,000).
11 Post-balance sheet events
Between the period end and the date of this report, under the offer for
subscription to raise up to £10 million shares (with an overallotment
facility to raise up to a further £5 million), the Company issued a total of
406,513 shares which raised funds of £0.4 million.
Between the period end date and the date of this report, the Company invested
a total of £2.4 million in one new company and two existing portfolio
companies.
Post period end the Company completed the partial exit of Ayar Labs Inc,
returning proceeds of £1.3 million. With regard to the Quoted Growth
portfolio the Company reduced its holdings in Vanguard FTSE U.K. Equity Income
Index Fund GBP Acc, generating proceeds of £0.4 million.
END
For further information please contact:
Company Secretary
Steve Thayer, Foresight Group
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