Half-year report
FORESIGHT VCT PLC
LEI: 213800GNTY699WHACF46
25 SEPTEMBER 2025
UNAUDITED HALF-YEARLY FINANCIAL REPORT
FOR THE PERIOD ENDED 30 JUNE 2025
FINANCIAL HIGHLIGHTS
- Total net assets £215.5 million.
- Following a successful recent period of realisations, a special dividend of 6.4p per share was paid on 9 May 2025, returning £19.3 million to shareholders. A final dividend for the year ended 31 December 2024 of 4.1p per share was paid on 27 June 2025, returning £12.4 million.
- Net Asset Value per share decreased by 13.5% from 82.0p at 31 December 2024 to 70.9p at 30 June 2025. After adding back the payments of 10.5p in dividends paid in the period, NAV Total Return per share was 81.4p, bringing the decrease in total return in the half-year to 0.7%.
- A successful realisation of £24.3 million and a loan repayment of £0.1 million, and a decrease of £3.4 million in the value of investments, were partially offset by £7.7 million of deployment, resulting in a decrease in the value of the investment portfolio of £20.1 million.
- The offer for subscription launched in December 2024 was closed on 10 April 2025 and raised a total of £24.1 million after expenses.
CHAIR’S STATEMENT
I am pleased to present the Company’s unaudited Half‑Yearly Financial Report for the period ended 30 June 2025, and to report a dividend yield of 16.2%, including a special dividend.
The Company’s Net Asset Value (“NAV”) Total Return per share decreased by 0.6p to 81.4p. This is calculated by adding the dividends totalling 10.5p per share paid during the six months to 30 June 2025 to the Company’s period‑end NAV per share of 70.9p, and represents a decrease in NAV Total Return per share of 0.7% for the six months to 30 June 2025.
The UK economy, after growing 0.7% in the first quarter of 2025, disappointed with only 0.3% growth in the second quarter. Inflation accelerated above the Bank of England’s target, topping 3.8% in July, the highest level for 18 months. While the Bank of England has continued to reduce interest rates gradually during the year, this persistent inflation is likely to slow further cuts. The combination of anaemic growth, inflation and recent tax increases for employers has created a challenging domestic economic landscape. In addition, there is the prospect of further tax rises in the autumn as the Chancellor of the Exchequer seeks to repair the public finances. Internationally, the ongoing uncertainty over US tariffs and conflicts in Ukraine and the Middle East have also depressed sentiment during the period.
The Company’s portfolio in aggregate performed reasonably against this challenging backdrop, although some individual investee companies are still struggling with weak consumer demand, inflation and labour shortages.
The Manager continues to work closely with such companies to help them manage through these difficulties. On the other hand, some investee companies are flourishing and we are encouraged by some very profitable exits recently.
Strategy
The Board and the Manager continue to pursue a strategy for the Company which includes the following four key objectives:
- Developing Net Asset Value Total Return above a 5% annual target
- Paying annual ordinary dividends of at least 5% of the latest announced NAV
- Implementing a significant number of new and follow‑on investments, exceeding deployment requirements to maintain VCT status
- Maintaining a programme of regular share buybacks at a discount of no more than 7.5% to NAV
The Board and the Manager believe that these key objectives remain appropriate and the Company’s performance in relation to each of them over the past six months is reviewed in more detail below.
Net Asset Value and dividends
The NAV of the Company fell over the period from £222.9 million at 31 December 2024 to £215.5 million at 30 June 2025. This was following the payment of both an ordinary and special dividend costing the Company £31.7 million in total (including shares allotted under the dividend reinvestment scheme).
After the particularly successful realisation of Hospital Services Group Limited, the Board declared a special interim dividend of 6.4p per share which was paid on 9 May 2025. In addition, a final dividend in relation to the year ended 31 December 2024 of 4.1p per share was paid on 27 June 2025.
On 10 December 2024, the Company launched an offer for subscription to raise up to £20 million, with an over‑allotment facility to raise up to a further £5 million, through the issue of new shares. The offer was closed on 10 April 2025 having raised gross proceeds of £25.0 million, £24.1 million after expenses. We would like to thank those existing shareholders who supported the offer and welcome all new shareholders to the Company.
The exit of Hospital Services Group Limited generated proceeds of £24.3 million at completion. Since initial investment, the investment returned to the Company a total of £27.1 million, with potential for up to £1.0 million of deferred consideration over the coming years. This is an exceptional achievement from an initial investment of £3.3 million and represents a cash-on-cash multiple of 8.3 times.
The Company continues to exceed its target dividend yield of 5% of NAV, which was set in 2019 in light of the change in portfolio towards earlier-stage, higher-risk companies, as required by the VCT rules.
The Board and the Manager hope that this level may continue to be exceeded in future by payment of additional special dividends as and when particularly successful portfolio disposals are achieved.
Investment performance and portfolio activity
A detailed analysis of the investment portfolio performance over the period is given in the Manager’s Review.
In brief, during the six months under review, the Manager completed one new investment and follow-on investments in seven companies costing £1.5 million and £6.2 million respectively. The Company also realised one investment very successfully, as described above, and exited one challenged business within the portfolio, being Biotherapy Services Limited, for nil proceeds.
The Company and Foresight Enterprise VCT plc have the same Manager and share similar investment policies. The Board closely monitors the extent and nature of the pipeline of investment opportunities and is reassured by the Manager’s confidence in being able to deploy funds without compromising quality and to satisfy the investment needs of both companies.
Responsible investing
The assessment of environmental, social and governance (“ESG”) issues is embedded in the Manager’s investment process and these factors are considered key in determining the quality of a business and its long-term success. Central to the Manager’s responsible investment approach are five ESG principles that are applied to evaluate investee companies, throughout the lifecycle of their investment, from their initial review and acquisition to their final sale. Every year, the portfolio companies are assessed and progress is measured against these principles. More detailed information about the process can be found on pages 25 and 26 of the Manager’s Review in the Unaudited Half-Yearly Financial Report.
Buybacks
During the period, the Company repurchased 5,374,394 shares for cancellation at an average discount of 7.5%, in line with its objective of maintaining regular share buybacks at a discount of no more than 7.5% to the prevailing NAV per share. The Board and the Manager consider that the ability to offer to buy back shares at this level of discount is fair to both continuing and selling shareholders and continues to help underpin the discount to NAV at which the shares trade.
Share buybacks are timed to avoid the Company’s closed periods. Buybacks will generally take place, subject to demand, during the following times of the year:
- April, after the Annual Report has been published
- June, prior to the Half-Yearly reporting date of 30 June
- September, after the Half-Yearly Report has been published
- December, prior to the end of the financial year
Management charges, co-investment and performance incentive
The annual management fee is an amount equal to 2.0% of net assets, excluding cash balances above £20 million, which are charged at a reduced rate of 1.0%.
This has resulted in ongoing charges for the period ended 30 June 2025 of 2.0%, which is at the lower end of the range when compared to recent cost ratios of competitor VCTs.
Since March 2017, co-investments made by the Manager and individual members of the Manager’s private equity team have totalled £1.5 million alongside the Company’s investments of £123.3 million.
The Board believes that the co‑investment scheme aligns the interests of the Manager’s team with those of shareholders and has contributed to the gradual improvement in the Company’s investment performance during this time.
In addition to the co-investment scheme, a performance incentive scheme has been in place since 2023. This scheme, in brief, is based on the Company’s investment performance over a rolling five-year period, over which the movement in NAV Total Return per share needs to exceed a hurdle of 25.0% before any performance fee each year can be earned. The annual fee is subject to a cap of 1.0% of the closing NAV at the end of the five-year period. If the return per share for the final year of the five-year period is negative, even if the five-year hurdle is achieved, no performance fee will be awarded that year. There is the opportunity for the Manager to recover the potential performance fee the following year if certain conditions are met. More details on the calculation of the performance fee can be found in note 8 of this report.
Due to the negative NAV Total Return per share in the first half of the year, no accrual has been made for a performance fee due in respect of the full financial year.
Board composition
The Board continues to review its own performance and undertakes succession planning to maintain an appropriate level of independence, experience, diversity and skills in order to be in a position to discharge its responsibilities.
I will be retiring from the Board at our AGM in June 2026, having joined the Board in 2017 and served as Chair since 2021. I am very pleased to announce that the Nomination Committee has recommended Patricia (“Patty”) Dimond to succeed me as Chair and this appointment has been approved by the Board. Patty will provide valuable continuity, having already served on the Board for more than four years, with the last two years as Chair of the Audit Committee. Her extensive experience and her service to this Board and those of other listed companies have proven to the Board that she will make an excellent and committed Chair and will be ably supported by her fellow Directors and the Foresight team. The Board has approved Dan Sandhu to succeed Patty as Chair of the Audit Committee.
As part of this succession planning, we will be recruiting another Director to join the Board before I retire.
Shareholder communication
We were delighted to meet with some shareholders in person at the Investor Day in May and at our AGM in June this year. The Investor Day, in particular, has proven very popular with our shareholders in the past and provides the opportunity to learn first-hand about some of our investee companies from their founders and management.
Outlook
Despite a more encouraging start to the year, growth in the UK economy weakened in the second quarter of the year, with consumer confidence and business investment remaining subdued.
While the Bank of England cut its base rate three times in the first eight months of the year, the path of future monetary loosening is still unclear, as inflation has proven stickier than previously anticipated and stubbornly above the Bank’s target. Any positive economic growth in the UK for the remainder of 2025 is expected to be modest.
Further uncertainty is likely to persist for the global economy due to erratic US tariff policies and continuing geopolitical tensions.
We are conscious that such economic conditions could prove challenging for our investee companies, which are unquoted, small, early-growth businesses and by their nature entail higher levels of risk and lower liquidity than larger listed companies. Nonetheless, the Company’s current portfolio of investments is highly diversified by number, business sector, size and stage of development and overall has already demonstrated its relative resilience in recent difficult economic and geopolitical circumstances. We are confident that this approach will continue to provide some protection in future volatile market conditions.
The Manager is continuing to see a promising pipeline of potential investments, both new and follow-on, which are sourced nationally through its established regional network. In addition to the funds raised earlier in the year, we have recently announced our intention to raise further funds in the coming months. These combined funds will provide the necessary resources to make selective acquisitions from an increasing number of emerging investment opportunities. Although economic growth may be weak, and markets potentially turbulent in the months ahead, we believe the Company’s generalist and diversified portfolio continues to be well positioned to generate long‑term value for shareholders.
Margaret Littlejohns
Chair
25 September 2025
MANAGER’S REVIEW
Portfolio summary
As at 30 June 2025, the Company’s portfolio comprised 50 investments with a total cost of £103.2 million and a valuation of £146.4 million. The portfolio is diversified by sector, transaction type and maturity profile. Details of the ten largest investments by valuation, including an update on their performance, are provided on pages 18 to 21 in the Unaudited Half-Yearly Financial Report.
During the six months to 30 June 2025, the value of the investment portfolio decreased by £20.1 million largely as a result of a successful realisation and a loan repayment, generating £24.4 million. This was compounded by a decrease of £3.4 million in the valuation of the remaining investments and partially offset by £7.7 million of new and follow-on investments.
Overall, the portfolio has performed well despite uncertainty in the market with continually looming US tariffs, ongoing conflicts in Ukraine and Gaza and persistent domestic price inflation.
In line with the Board’s strategic objectives, we remain focused on growing the Company through further development of Net Asset Value Total Return. For the six months to 30 June 2025, Net Asset Value Total Return declined by 0.7% and net assets also decreased by 3.3% to £215.5 million following the payment of dividends totalling 10.5p per share. This means that the Company has progress to make on this objective, although we were pleased to support delivery of a 16.2% dividend yield.
New investments
One new investment of £1.5 million was completed in the six months to 30 June 2025. Follow-on investments totalling £6.2 million were also made in seven existing investee companies. There is a strong pipeline of opportunities to pursue during the second half of 2025.
Ad Signal Limited
In March 2025, the Company completed a £1.5 million investment into Ad Signal Limited, a provider of digital content management software for the media and entertainment industry. The company’s founder has strong technical skills and significant experience in developing content management solutions. The investment will enable the company to develop further tools to support its customers and add further blue-chip clients. To support these growth ambitions, the Manager invited Tom Toumazis MBE to join the team as Non-Executive Chair. Tom brings a wealth of experience in the media and entertainment industry, as well as being involved with several early-stage technology businesses.
Follow-on investments
The Company made follow-on investments in seven companies during the six months to 30 June 2025, totalling £6.2 million. Further details of each of these are provided below.
The additional equity injections in the period were used to support further growth plans, such as launching new products and expansion of commercial capabilities. We continue to successfully navigate the volatility that has been felt across the markets over the course of the year and remain vigilant about the health of the portfolio and the need for follow-on funding during the second half of 2025. Given the size of the portfolio, further opportunities to deploy capital into growing existing investments are expected.
Nano Interactive Group Limited
In January 2025, the Company made a £0.8 million follow‑on investment into Nano Interactive Group Limited. The Company made its initial investment in 2020 to support growth in sales and marketing operations, continued product development and the establishment of an operation in the US. This latest investment is expected to support additional features for the newly launched “LIIFT” platform, that will enable the company to reach a broader global customer base.
Loopr Ltd
In February 2025, the Company completed a £1.5 million follow-on investment into Loopr Ltd (trading as “Looper Insights”), a company providing data analytics to content distributors and video-on-demand streaming services. The investment will support the company’s next phase of product development, the growth of the sales and business development teams and continue the rollout to new and existing customers internationally, including regulators, multinationals and local media outlets.
Fourth Wall Creative Limited
In March 2025, the Company completed a £1.0 million follow-on investment into Fourth Wall Creative. Fourth Wall Creative provides fan engagement services to Premier League and Championship football clubs and other sporting organisations via its technology platforms. It also designs, sources and fulfils membership welcome packs and related products. The investment will support the continued growth and development of the business.
Evolve Dynamics Limited
In March 2025, the Company completed a £0.6 million follow-on investment into Evolve Dynamics Limited (“Evolve”). The investment will support the company’s working capital and research and development initiatives as the business continues to target both private and public sector contracts. Evolve develops and manufactures Unmanned Aircraft Systems and, since investment, it has developed and begun to commercialise two new systems.
Ten Health & Fitness Limited
In March 2025, the Company completed a £0.9 million follow-on investment into Ten Health, alongside a £0.2 million co-investment from senior management. This funding will primarily be used to launch a new franchise model to generate scale at pace and enable Ten Health to open a presence in locations across the UK, specifically beyond London, and internationally.
NorthWest EHealth Limited
In April 2025, the Company completed a £0.2 million investment into NorthWest EHealth (“NWEH”). This was followed by a further £0.3 million in May 2025. NWEH is a provider of technology‑enabled clinical trials services to the pharmaceutical and life sciences sectors, leveraging NHS electronic health records. The investments during the year will enable NWEH further cash runway to convert an important commercial opportunity, which has since commenced.
HomeLink Healthcare Limited
In May 2025, the Company completed a £0.9 million follow‑on investment into HomeLink Healthcare. The Company first invested into HomeLink in March 2022 and completed a follow-on investment in March 2024. Contracting with the NHS and private hospitals, the business provides patients with wound care, physiotherapy and intravenous therapies in their own home. HomeLink is also a leader in remote patient monitoring practices and offers a virtual ward solution, which has now saved the NHS over 150,000 hospital bed days. The investment will support the organic expansion of the company.
Post period end activity
After the period end, the Company completed three follow‑on investments totalling £0.6 million into Sprintroom Limited, which designs and manufactures drives for controlling electric motors, Kognitiv Spark Inc, a developer of augmented reality software, and Strategic Software Applications Ltd, a London‑based SaaS technology provider supporting financial institutions in meeting their regulatory compliance obligations. The Company also completed two new investments totalling £3.0 million into Aircards Limited, a Newcastle-based specialist marketing agency focusing on the augmented reality sector, and MyWay Digital Health Limited, a digital self-management platform for people with diabetes. The Company exited its holding of Vio Healthtech Limited, which has been held at nil value since December 2022, for no proceeds. This exit will preserve staff roles and allow the company to continue trading and utilising its technology for the benefit of women’s health.
Realisations
The M&A climate has proven more challenging in recent years in light of macroeconomic conditions, including higher interest rates and geopolitical uncertainty alluded to above. Despite this, we are pleased to report the particularly strong realisation of Hospital Services Group Limited, as well as the disposal of a challenged business within the portfolio, Biotherapy Services Limited. We continue to engage with a range of potential acquirers of several portfolio companies and to carefully consider the timing of exit for each. Demand from both private equity and trade buyers remains for high‑quality, high‑growth businesses.
Hospital Services Group Limited
In January 2025, the Company completed its sale of Hospital Services Group Limited (“HSL”), a provider of high-quality healthcare equipment and consumables. The transaction generated proceeds of £24.3 million at completion and £2.8 million in interest over the life of the investment, with a further £0.5 million in deferred consideration recognised in debtors at the period end. This implies a return and IRR of 8.3 times the original investment and 25.7% respectively. HSL provides equipment to a growing number of customers on both sides of the Irish Sea, with over 500 medical facilities supported in 2024. Since investment, HSL has seen strong organic growth and has made eight strategic bolt-on acquisitions, most notably in Ireland. The exit is reflective of Foresight’s commitment to supporting sustainable growth, as well as its continued success in the Healthcare sector.
Biotherapy Services Limited
In March 2025, the Company exited its holding in Biotherapy Services Limited (“BTS”) to management for a nominal value. Despite promising early clinical results, BTS struggled to complete its Phase IIB trial of its RAPID gel product within its funding runway. The trial was significantly hampered by COVID-19, with diabetic trial participants needing to shield. BTS has recently published its data and analysis. BTS was fully written off in December 2022.
Realisations in the period ended 30 June 2025
| Exit proceeds | |||||
| Accounting | excluding | Valuation at | |||
| cost at date | deferred | Realised | 31 December | ||
| of disposal | consideration2 | gain/(loss) | 2024 | ||
| Company | Detail | (£) | (£) | (£) | (£) |
| Hospital Services Group Limited1 | Full disposal | 3,320,000 | 24,312,939 | 20,992,939 | 26,249,171 |
| Biotherapy Services Limited | Full disposal | 2,220,408 | — | (2,220,408) | — |
| Positive Response Corporation Ltd | Loan repayment | 100,000 | 100,000 | — | 100,000 |
| 5,640,408 | 24,412,939 | 18,772,531 | 26,349,171 |
- Excludes up to £1.0 million of deferred consideration.
- Proceeds on exit excluding interest, dividends and exit fees where applicable.
Pipeline
As at 30 June 2025, the Company had cash reserves of £69.2 million, which will be used to fund new and follow‑on investments, buybacks, dividends and corporate expenditure. We are seeing a strong pipeline of new opportunities, with several opportunities in due diligence or in exclusivity phase.
The global economic and geopolitical environment remains volatile and uncertain, both through the tariffs instigated by the US and actual wars being fought both in Europe and the Middle East. Markets are showing strong resilience in the face of these challenges however, with many indices performing well in the year to date overall.
Against this unsettled backdrop, the UK economy is performing reasonably well, with interest rates falling and a trade deal of sorts with the US supporting a strong performance in the FTSE.
With a broad network of deal introducers across the UK and internationally, and through its growing network of regional offices, we continue to see a large volume of attractive investment opportunities. This is not expected to change in the medium term. We continue to pursue a balanced strategy, targeting companies from a range of sectors and at different stages of maturity to combat market volatility.
Key portfolio developments
Material changes in valuation, defined as increasing or decreasing by £1.0 million or more since 31 December 2024, are detailed below. Updates on these companies are included on page 13 and in the Top Ten Investments section on pages 18 to 21 in the Unaudited Half-Yearly Financial Report.
Key valuation changes in the period
| Valuation | Net movement | |
| Company | methodology | (£) |
| Hexarad Group Limited | Discounted revenue multiple | 1,562,043 |
| NorthWest EHealth Limited | Discounted revenue multiple | 1,078,272 |
| Fourth Wall Creative Limited | Discounted revenue multiple | (1,045,898) |
| Itad (2015) Limited | Discounted earnings multiple | (1,127,923) |
| Nano Interactive Group Limited | Discounted revenue multiple | (1,203,463) |
| Rovco Limited | Nil value | (2,006,306) |
Outlook
2025 has so far been another year characterised by volatility, largely driven by a global tariff war instigated by the US. Prior to this, markets were showing some signs of recovery and stability. While many indexes have rebounded relatively quickly from the initial shock of increased tariffs from the US, the impacts of this are yet to be really felt and may cause further volatility over the coming months and years. The sense of uncertainty is also reflected in the geopolitical environment, with new and old conflicts persisting and a seeming polarisation of politics across the globe.
Against this uncertain backdrop, the Company has performed robustly in the year to date. NAV Total Return in the year to date has fallen 0.7%. The strong exit from Hospital Services Group Limited has significantly contributed to the dividends totalling 10.5p paid in May and June, with a very attractive dividend yield of 16.2%. The Company maintains a balanced portfolio across different sectors and stages of the business lifecycle, which should stand it in good stead to face the volatility ahead. Our hands-on approach to challenges and exit planning continues to add value to portfolio companies.
Looking to the remainder of 2025 and beyond, it would be reasonable to expect further volatility given the geopolitical and economic environment. However, lower tariffs and falling interest rates, combined with the US’s stated policy of isolationism, should make the UK an attractive place to set up and do business. London remains a crucial financial centre, and early signs indicate potentially improved interest in London initial public market offerings.
We are pleased with the performance in the year to date. The Company has completed another highly successful fundraise, thanks to the strong track record delivered over a number of years. The Company continues to deploy into high potential new investments, and a growing portfolio of assets at varying stages of the lifecycle, with a strong pipeline of further opportunities also building. The sale of Hospital Services Group Limited was a very attractive exit in the period. The portfolio remains diversified across sectors and with a mix of higher‑growth and cash‑generative businesses and has proven to be resilient over many years and through various cycles and economic shocks. The Company remains one of the premier players in the VCT market, an important source of capital for UK entrepreneurs.
James Livingston
on behalf of Foresight Group LLP
Co-Head of Private Equity
25 September 2025
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 December 2024. A detailed explanation can be found on pages 50 to 54 of the Annual Report and Accounts, which is available on the Company’s website or by writing to Foresight Group 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 report. The emerging risks identified in the previous report included those of artificial intelligence, cyber security and geopolitical risks. 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:
- The summarised set of financial statements has been prepared in accordance with FRS 104
- 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)
- 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
- 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 December 2024 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 considerable financial resources together with investments and income generated therefrom across a variety of industries and sectors. 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 annual financial statements.
The Half-Yearly Financial Report has not been audited nor reviewed by the auditors.
On behalf of the Board
Margaret Littlejohns
Chair of Foresight VCT plc
25 September 2025
UNAUDITED STATEMENT OF COMPREHENSIVE INCOME
For the six months ended 30 June 2025
| Six months ended 30 June 2025 (Unaudited) | Six months ended 30 June 2024 (Unaudited) | Year ended 31 December 2024 (Audited) | |||||||
| Revenue | Capital | Total | Revenue | Capital | Total | Revenue | Capital | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Realised gains on investments1 | — | 19,843 | 19,843 | — | 20,950 | 20,950 | — | 24,451 | 24,451 |
| Investment holding losses2 | — | (23,443) | (23,443) | — | (6,372) | (6,372) | — | (1,723) | (1,723) |
| Income | 4,191 | — | 4,191 | 2,173 | — | 2,173 | 4,307 | — | 4,307 |
| Investment management fees | (520) | (1,559) | (2,079) | (541) | (3,340) | (3,881) | (1,043) | (5,161) | (6,204) |
| Other expenses | (251) | — | (251) | (374) | — | (374) | (705) | — | (705) |
| Return/(loss) on ordinary activities before taxation | 3,420 | (5,159) | (1,739) | 1,258 | 11,238 | 12,496 | 2,559 | 17,567 | 20,126 |
| Taxation | (571) | 571 | — | (263) | 263 | — | (579) | 579 | — |
| Return/(loss) on ordinary activities after taxation | 2,849 | (4,588) | (1,739) | 995 | 11,501 | 12,496 | 1,980 | 18,146 | 20,126 |
| Return/(loss) per share | 0.9p | (1.5p) | (0.6p) | 0.4p | 4.3p | 4.7p | 0.7p | 6.7p | 7.4p |
- Includes the realised gain of £21.0 million on exit of Hospital Services Group Limited. For more details please see note 7.
- Includes the holding loss generated on the transfer of the £21.0 million unrealised gain on Hospital Services Group Limited to realised gains. For more details please see note 7.
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. No operations were acquired or discontinued in the period.
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 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.
UNAUDITED RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ FUNDS
For the six months ended 30 June 2025
| Share | Capital | ||||||
| Called-up | premium | redemption | Distributable | Capital | Revaluation | ||
| share capital | account | reserve | reserve1 | reserve1 | reserve | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| As at 1 January 2025 | 2,718 | 19,575 | 73 | 84,689 | 47,039 | 68,769 | 222,863 |
| Share issues in the period2 | 375 | 30,262 | — | — | — | — | 30,637 |
| Expenses in relation to share issues3 | — | (857) | — | — | — | — | (857) |
| Repurchase of shares | (54) | — | 54 | (3,726) | — | — | (3,726) |
| Realised gains on disposal of investments | — | — | — | — | 19,843 | — | 19,843 |
| Investment holding losses | — | — | — | — | — | (23,443) | (23,443) |
| Dividends paid | — | — | — | (31,662) | — | — | (31,662) |
| Management fees charged to capital | — | — | — | — | (1,559) | — | (1,559) |
| Revenue return for the period before taxation | — | — | — | 3,420 | — | — | 3,420 |
| Taxation for the period | — | — | — | (571) | 571 | — | — |
| As at 30 June 2025 | 3,039 | 48,980 | 127 | 52,150 | 65,894 | 45,326 | 215,516 |
- Distributable reserve accounts at 30 June 2025 total £118,044,000 (31 December 2024: £131,728,000). Share premium cancelled in the prior year included amounts arising on share allotments less than three years old, which are protected capital under VCT legislation. Amounts available for distribution at 30 June 2025 are therefore £60,051,000 (31 December 2024: £73,735,000). The remaining cancelled share premium will become distributable under VCT regulations on the third anniversary of the share allotment on which it arose.
- Includes the dividend reinvestment scheme.
- Includes trail commission for prior years’ fundraising.
UNAUDITED BALANCE SHEET
At 30 June 2025
| Registered number: 03421340 | As at | As at | As at |
| 30 June | 30 June | 31 December | |
| 2025 | 2024 | 2024 | |
| (Unaudited) | (Unaudited) | (Audited) | |
| £’000 | £’000 | £’000 | |
| Fixed assets | |||
| Investments held at fair value through profit or loss | 146,449 | 156,332 | 166,576 |
| Current assets | |||
| Debtors | 2,575 | 5,495 | 3,678 |
| Cash and cash equivalents | 69,189 | 58,984 | 55,922 |
| Total current assets | 71,764 | 64,479 | 59,600 |
| Creditors | |||
| Amounts falling due within one year | (2,697) | (2,841) | (3,313) |
| Net current assets | 69,067 | 61,638 | 56,287 |
| Net assets | 215,516 | 217,970 | 222,863 |
| Capital and reserves | |||
| Called-up share capital | 3,039 | 2,755 | 2,718 |
| Share premium account | 48,980 | 112,345 | 19,575 |
| Capital redemption reserve | 127 | 1,298 | 73 |
| Distributable reserve | 52,150 | (7,591) | 84,689 |
| Capital reserve | 65,894 | 45,043 | 47,039 |
| Revaluation reserve | 45,326 | 64,120 | 68,769 |
| Equity shareholders’ funds | 215,516 | 217,970 | 222,863 |
| Net Asset Value per share | 70.9p | 79.1p | 82.0p |
UNAUDITED CASH FLOW STATEMENT
For the six months ended 30 June 2025
| Six months | Six months | Year ended | |
| ended | ended | 31 December | |
| 30 June 2025 | 30 June 2024 | 2024 | |
| (Unaudited) | (Unaudited) | (Audited) | |
| £’000 | £’000 | £’000 | |
| Cash flow from operating activities | |||
| Loan interest received from investments | 1,210 | 532 | 1,472 |
| Dividends received from investments | 1,136 | 206 | 241 |
| Deposit and similar interest received | 1,686 | 1,233 | 2,658 |
| Investment management fees paid | (3,097) | (2,168) | (3,161) |
| Performance incentive fee paid | — | (1,467) | (1,467) |
| Secretarial fees paid | (65) | (33) | (130) |
| Other cash payments | (314) | (238) | (569) |
| Net cash inflow/(outflow) from operating activities | 556 | (1,935) | (956) |
| Cash flow from investing activities | |||
| Purchase of investments | (7,703) | (8,880) | (14,295) |
| Proceeds on sale of investments | 24,413 | 34,526 | 36,529 |
| Proceeds on deferred consideration | 1,070 | 2,168 | 5,043 |
| Net cash inflow from investing activities | 17,780 | 27,814 | 27,277 |
| Cash flow from financing activities | |||
| Proceeds of fundraising | 24,575 | 14,604 | 14,604 |
| Expenses of fundraising | (434) | (521) | (526) |
| Repurchase of own shares | (3,185) | (1,992) | (5,491) |
| Equity dividends paid | (26,025) | (25,186) | (25,186) |
| Net cash outflow from financing activities | (5,069) | (13,095) | (16,599) |
| Net inflow of cash in the period | 13,267 | 12,784 | 9,722 |
| Reconciliation of net cash flow to movement in net funds | |||
| Increase in cash and cash equivalents for the period | 13,267 | 12,784 | 9,722 |
| Net cash and cash equivalents at start of period | 55,922 | 46,200 | 46,200 |
| Net cash and cash equivalents at end of period | 69,189 | 58,984 | 55,922 |
NOTES TO THE UNAUDITED HALF-YEARLY RESULTS
For the six months ended 30 June 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 December 2024. Unquoted 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 June 2025 and 30 June 2024 has been neither audited nor formally reviewed. Statutory accounts in respect of the year ended 31 December 2024 have been audited and reported on by the Company’s auditors and delivered to the Registrar of Companies and included the report of the auditors 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 December 2024 have been reported on by the Company’s auditors or delivered to the Registrar of Companies.
3
Copies of the Unaudited Half-Yearly Financial Report 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 | ||
| Net assets | shares in issue | |
| 30 June 2025 | £215,516,000 | 303,914,083 |
| 30 June 2024 | £217,970,000 | 275,478,783 |
| 31 December 2024 | £222,863,000 | 271,779,253 |
5 Return per share
The weighted average number of shares used to calculate the respective returns are shown in the table below.
| Shares | |
| Six months ended 30 June 2025 | 296,454,588 |
| Six months ended 30 June 2024 | 268,125,349 |
| Year ended 31 December 2024 | 271,271,444 |
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 June | 30 June | 31 December | |
| 2025 | 2024 | 2024 | |
| £’000 | £’000 | £’000 | |
| Deposit and similar interest received | 1,686 | 1,233 | 2,658 |
| Loan stock interest | 1,369 | 734 | 1,408 |
| Dividends receivable | 1,136 | 206 | 241 |
| 4,191 | 2,173 | 4,307 |
7 Investments at fair value through profit or loss
| £’000 | |
| Book cost at 1 January 2025 | 101,124 |
| Investment holding gains | 65,452 |
| Valuation at 1 January 2025 | 166,576 |
| Movements in the period: | |
| Purchases | 7,697 |
| Disposal proceeds1 | (24,413) |
| Realised gains2 | 18,773 |
| Investment holding losses3 | (22,184) |
| Valuation at 30 June 2025 | 146,449 |
| Book cost at 30 June 2025 | 103,181 |
| Investment holding gains | 43,268 |
| Valuation at 30 June 2025 | 146,449 |
- The Company received £24,413,000 from the disposal of investments and a loan repayment during the period. The book cost of the investments and the repaid loan was £5,640,000. These investments have been revalued over time and until they were sold, any unrealised gains or losses were included in the fair value of the investments.
- Realised gains in the Statement of Comprehensive Income include deferred consideration receipts from Specac International Limited (£475,000), Callen-Lenz Associates Limited (£295,000), Datapath Group Holdings Limited (£292,000) and Mologic Ltd (£8,000).
- Investment holding losses in the Statement of Comprehensive Income include the deferred consideration debtor decrease of £1,259,000. The debtor movement reflects the recognition of an amount receivable from Ollie Quinn Limited (£39,000) offset by receipts from Specac International Limited (£475,000), Callen-Lenz Associates Limited (£295,000), Datapath Group Holdings Limited (£292,000) and Mologic Ltd (£8,000), and a provision made against the balance due from Specac International Limited (£228,000).
8 Performance incentive fee
In order to incentivise the Manager to generate enhanced returns for shareholders, they will be entitled to performance incentive payments in respect of each financial year commencing on or after 1 January 2023 where the Company achieves an average annual NAV Total Return per share, over a rolling five-year period, in excess of an average annual hurdle of 5% (simple not compounded). If the hurdle is met, the Manager will be entitled to an amount equal to 20% of the excess over the hurdle subject to a cap of 1% of the closing Net Asset Value for the relevant financial year (and no fee will be due in excess of this cap).
Where there is a negative return in the relevant financial year, no fee shall be payable even if the hurdle is exceeded. However, the potential fee will be carried forward and will become due at the end of the next financial year if the performance hurdle described above for that next financial year is achieved and the negative return in the preceding financial year is recovered in that next financial year. Any such catch-up fees shall be paid alongside any fee payable for the next financial year subject to the 1% cap applying to both fees in aggregate. Any such catch-up fees cannot be rolled further forward to subsequent financial years.
Estimation of the financial effect
As at 30 June 2025, the NAV Total Return since 31 December 2020 was 39.7p (being the aggregation of NAV per share as at 30 June 2025, before any performance incentive provision, of 70.9p and dividends paid per share in the period totalling 42.5p less the NAV per share as at 31 December 2020 of 73.7p) giving an average annual NAV Total Return per share of 7.9p. This compares to the average annual hurdle of 3.7p based on the opening NAV per share of 73.7p as at 31 December 2020 and therefore an excess of 4.3p over the hurdle.
However, NAV Total Return per share is negative in the six-month period to 30 June 2025, so if NAV Total Return for the year ending 31 December 2025, the Net Asset Value of the Company as at 31 December 2025 and the weighted average number of shares in issue over the five‑year period to 31 December 2025 remain unchanged from their positions as at 30 June 2025, the Manager will not be entitled to a performance incentive payment and hence no provision has been made in the financial statements. Note that if NAV Total Return per share recovers to a positive position for the year, as at 31 December 2025, a performance incentive fee will still be payable in relation to the 2025 financial year.
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 Manager
Foresight Group LLP was appointed as Manager on 27 January 2020 and earned fees of £2,079,000 in the six months ended 30 June 2025 (30 June 2024: £2,165,000, 31 December 2024: £4,174,000). Performance incentive fees of £nil have been accrued as at 30 June 2025 (30 June 2024: £1,716,000, 31 December 2024: £2,030,000).
Foresight Group LLP is the Company Secretary (appointed in November 2017) and received, directly and indirectly, for accounting and company secretarial services, fees of £65,000 during the period (30 June 2024: £65,000, 31 December 2024: £130,000).
At the balance sheet date there was £nil due to Foresight Group LLP (30 June 2024: £33,000, 31 December 2024: £1,018,000).
In accordance with UK Listing Rules 11.4.1R, 6.4.1R and 6.4.3R, a copy of the Half-Yearly Report and Accounts will be submitted to the Financial Conduct Authority via the National Storage Mechanism.
END
