Octopus Titan VCT plc
Annual report
and financial
statements 2025
Octopus Investments
33 Holborn
London EC1N 2HT
0800 316 2295
investorsupport@octopusinvestments.com
octopusinvestments.com
Octopus Titan VCT plc|Annual Report 2025
Octopus Titan VCT plc
Titan’s mission is to invest in
the people, ideas and industries
thatwillchange theworld.
Octopus Titan VCT plc (‘Titan’ or
the ‘Company’) is managed by
Octopus AIF Management Limited
(the ‘Manager’), which has delegated
investment management to Octopus
Investments Limited (‘Octopus’ or
‘PortfolioManager’) via its investment
team Octopus Ventures.
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Strategic report
Key financials 1
Chair’s statement 2
Titan’s objectives 5
How Titan works 6
Portfolio Manager’s review 20
Operating responsibly 32
Section 172 statement 37
Risks and risk management 42
Business review 46
Governance
Board of Directors 49
Corporate governance report 51
Leadership and purpose 53
Division of responsibilities 54
Composition, succession and evaluation 55
Audit, risk and internal control 57
Management Engagement Committee 60
Directors’ remuneration report 61
Directors’ report 64
Financials
Directors’ responsibilities statement 69
Independent auditor’s report 70
Income statement 77
Balance sheet 78
Statement of changes in equity 79
Cash flow statement 81
Notes to the financial statements 82
Investment portfolio 101
Shareholder information and contact details 106
Glossary of terms 110
Directors and advisers 111
Notice of Annual General Meeting 112
Key dates
Annual General Meeting 18 June 2026
Half-year results to 30 June 2026 published September 2026
Octopus Titan VCT plc — Annual report and financial statements 2025 1
Key financials
Net assets (£’000)
Total value per share
1
Dividends paid in the year
Total return per share
2
Dividend yield %
4
Total ongoing charges
5
Total return per share %³
Loss after tax (£’000) NAV per share
£732,844
2024: £831,358
150.1p
2024: 155.6p
0.5p
2024: 3.1p
£(90,535)
2024: £(147,649)
(5.5)p
2024: (8.8)p
1.0%
2024: 5.0%
(10.9)%
2024: (14.1)%
2.3%
2024: 2.5%
1. Total value per share is an alternative performance measure, calculated as Net Asset Value
(
NAV
)
plus cumulative dividends paid since launch, as described in the glossary of terms.
2. Total return per share is an alternative performance measure, calculated as movement in NAV per share in the period plus dividends paid in the period, as described in the glossary of terms.
3. Total return % is an alternative performance measure, calculated as total return/opening NAV, as described in the glossary of terms.
4. Dividend yield is an alternative performance measure, calculated as dividends paid/opening NAV, as described in the glossary of terms.
5. The ongoing charges ratio has been calculated using the AIC recommended methodology and excludes irrecoverable VAT, exceptional costs and trail commission.
44.5p
2024: 50.5p
2 Octopus Titan VCT plc — Annual report and financial statements 2025
The year has been extremely challenging, and the
further decline in Net Asset Value (NAV) will be
deeply disappointing to shareholders. NAV per share
decreased from 50.5p at 31 December 2024 to 44.5p at
31December 2025, a total return reduction of -10.9%,
after adding back dividends paid.
The decline in NAV during the period was driven
primarily by a small number of significant write-offs
and disposals at minimal or nil value, which together
accounted for the majority of the reduction in value.
Excluding these items, the net movement in portfolio
valuations was comparatively modest. Although
headline stock market indices ended the year strongly,
particularly in the United States, the broader market
for venture-backed growth businesses, which is more
relevant to Titan’s portfolio, remained subdued.
Investor caution persisted throughout the year. In private
markets, the number of venture capital transactions
declined compared with the previous year. While
overall deal values were supported by a small number
of large AI financings in the US, capital has remained
concentrated in fewer companies and managers. Exit
activity continued to be limited, constraining liquidity
and reducing opportunities for value realisation.
Against this backdrop, many portfolio companies have
continued to prioritise profitability, extended cash
runway and strengthened balance sheets rather than
pursuing topline growth. While this more disciplined
approach enhances financial resilience and improves
long-term prospects, it has resulted in slower revenue
growth and lower valuations in the near term.
With this further decline in NAV, the five-year tax-free
annual compound return for shareholders is now –6.6%
(excluding initial income tax relief). Since the High Water
Mark (HWM) at 31 December 2021, Titan’s total return
per share has been –45.0%. Titan’s one-year total return
was –5.5p (–10.9%), five-year total return was –27.9p
(–28.8%) and ten-year total return was –4.6p (–4.5%).
During the year, the Company utilised £45 million of
cash resources, comprising £15 million in follow-on
investments, £8 million in dividends and £22 million in
management fees and other running costs.
Cash and corporate bonds totalled £154 million at
31December 2025, representing 21% of net assets
compared to £184million and 22% as at 31 December
2024.
As part of the revised arrangements following
the Strategic Review, there will be a tiered annual
management fee structure linked to the NAV, allowing
Titan to benefit from any available economies of
scale. Based on the NAV as at 31 December 2025, the
resulting reduction in total annual management and
non-investment services fees is approximately 16%
compared to the previous fee arrangements. Octopus
also committed to a fee rebate mechanism during the
Transition Period. This period runs from the conclusion
of the Strategic Review until agreed guardrails are met,
defined as specific quantitative thresholds and conditions
relating to portfolio performance and asset realisations.
If these performance and realisation targets are not
achieved, Octopus will rebate up to 20% of the annual
management fee, effective from the date of the new
agreement. As a result, a full rebate of 20%, equivalent
to £0.9 million, has been recognised in respect of the
period from 11September to 31 December 2025.
Conclusion of the Strategic Review
As shareholders are aware, following a prolonged period
of disappointing performance, the Board initiated a
Strategic Review in September 2024. The outcome of that
Titan’s total return for the year to 31 December 2025 was minus 10.9% with net assets at the end
of the period totalling £733 million.
Chair’s statement
Tom Leader
Chair
review was communicated in detail in the Shareholder
Circular published on 12 September 2025.
The review considered a broad range of options to
address performance, liquidity and shareholder returns.
It concluded that the most appropriate course of
action is to prioritise improving the performance and
realisation prospects of the existing portfolio, rather
than pursuing new investments at scale in the current
market environment.
Revised Strategy and Investment policy
As part of the actions taken ahead of and reinforced by
the Strategic Review, the Company has been operating
a portfolio-first strategy since mid-2024. During the
Transition Period this approach will continue. Resources
and capital are being directed primarily towards
supporting existing portfolio companies, strengthening
operational performance, and progressing liquidity
events.
Only when the Board is convinced that Titan is
operating at or close to sustainable levels is it likely that
Titan will seek to fundraise and make new investments,
with a modified investment strategy focused on
Octopus Titan VCT plc — Annual report and financial statements 2025 3
later-stage companies in the fintech and healthcare
technology sectors.
A new Investment policy was approved by shareholders
at the General Meeting held on 14 October 2025.
Objectives, guardrails and oversight
To support this revised strategy, the Board has refreshed
the Company’s key objectives to reflect the priorities
during the Transition Period, including stabilising
NAV, improving realisations and restoring long-term
sustainability. Full details are set out on page 6.
In addition, a defined framework of performance
guardrails has been agreed with Octopus. These cover
key metrics including NAV total return, cash realisations,
share buybacks, dividend cover (the extent to which
realised proceeds fund dividends and operating
costs), cash resources as a percentage of NAV and the
relationship between fundraising and buybacks. For each
metric, agreed reporting requirements and threshold
levels (including target operating levels and warning
levels) provide a structured framework for oversight and
timely intervention where necessary.
For the period to 31 December 2025, the Company
has not met its guardrail metrics, primarily reflecting
lower levels of realisations and weaker net performance
during the period. The Board will continue to monitor
progress closely over the coming months and will
consider further action if required.
Effective from 11 September 2025, a new Investment
Management and Non-Investment Services Agreement
(IMNISA) has also been implemented. This simplifies the
previous fee arrangements into a single, lower combined
fee and introduces a tiered structure linked to NAV. As
a result, the ongoing charges ratio will vary in line with
NAV. Based on average net assets, the management fee
equates to 1.9% of net assets, representing a reduction
of approximately 0.2percentage points compared with
how this was previously calculated. No performance fees
will be payable before 1 January 2034 and only then if
the total value per share (NAV plus cumulative dividends
since launch) exceed the existing HWM of 197.7 pence per
share (set at 31 December 2021). The current total value per
share is 150.1p. The new IMNISA also reduces the notice
period for termination from three years to one year,
enhancing the Board’s flexibility to act in shareholders’
best interests.
Taken together, the revised strategy, refreshed objectives,
guardrails and improved fee alignment provide a clearer
governance framework as the Company works to stabilise
performance and rebuild long-term value.
Dividends
In determining dividend payments, the Board
must carefully consider the Company’s investment
performance, the level and timing of cash realisations,
available cash, Companies Act and VCT distributable
reserves, and continued compliance with VCT regulations.
As shareholders are aware, realisation activity during
2025 has been materially below historical levels. Only
£6.5 million of realisation proceeds were received in
the year against an opening portfolio valuation of £641
million. In these circumstances and in line with the
conclusions of the Strategic Review, with the renewed
emphasis on sustainability and capital discipline, the
Board has decided not to declare a dividend in respect
of the year ended 31 December 2025. The dividend
reinvestment scheme (DRIS) remains suspended. The
Board does not currently anticipate restarting the DRIS
until the Transition Period is well progressed and the
Company is operating close to sustainable levels of
performance and cash realisations.
We fully recognise that this will be disappointing to
shareholders, particularly given the importance many
place on receiving regular tax-free income. However,
dividends are ordinarily paid from realised investment
gains, and the Company has not generated sufficient
realised returns in the current environment. The Board
does not believe it would be prudent to return capital in
the absence of meaningful realisations or clear visibility
on near-term exits.
Considering dividends paid during 2025 (totalling 0.5p),
the total dividend yield for the year is 1%, therefore not
meeting the Company’s target of 5%. The Board will
continue to monitor performance and liquidity closely
during 2026. Should realisation activity improve, the
Board will consider whether it is appropriate to resume
dividend payments later in the year. Dividends remain
at the discretion of the Board and are not guaranteed.
Share buybacks
The Board understands shareholders value liquidity
and the ability to sell shares back to the Company.
We remain committed to balancing this objective with
prudent capital management and full compliance with
VCT regulations.
In its Circular to shareholders dated 11 September
2025, the Company advised that its ‘ability to pay
dividends and conduct share buybacks during the
Transition Period will be highly dependent on the level
of cash realisations achieved from its portfolio.’ Any
buyback must operate within specific regulatory and
shareholder-approved limits and when conditions allow,
the Company plans to offer a share buyback exercise.
At present, Titan’s shares trade in the secondary market
at a significant discount to the NAV as at 31 December
2025. Under the current authorities and pricing
constraints, this means the Company is unable to
conduct buybacks in a manner that is both compliant
and fair to shareholders.
In addition, given the subdued level of realisations
and the need to preserve cash to support the existing
portfolio during the Transition Period, the Board
believes it is appropriate to prioritise financial stability.
We will continue to monitor market conditions, liquidity
within the portfolio, and the Company’s distributable
reserves. Should circumstances improve, and subject
to regulatory requirements, the Board would like to
reintroduce buybacks in the future.
Chair’s statement
continued
Tom Leader
Chair
4 Octopus Titan VCT plc — Annual report and financial statements 2025
VCT status
In the November 2025 Budget, the Government
announced two changes affecting VCTs. Firstly, the
investee company annual investment limits for VCTs
have been increased. This increase supports Titan’s
ability to continue investing in qualifying companies in
its existing portfolio, aligns with its intention to place
greater emphasis on later-stage opportunities in the
future, and should provide greater flexibility over time.
Secondly, the rate of upfront income tax relief for
new VCT subscriptions reduced from 30% to 20% for
investments made on or after 6 April 2026. While VCTs
will continue to offer income tax relief, tax-free dividends
and exemption from capital gains tax on disposal, the
reduction in upfront relief may impact investor demand
across the sector. Given that Titan has no plans to
fundraise or re-open the DRIS while in the Transition
Period, this change will have no immediate impact.
Board of Directors
Jane O’Riordan retired from the Board on 4 December
2025 following many years of service. It has been a
pleasure to work with Jane, and I would like to take
this opportunity to thank her on behalf of the Board
and the shareholders for her substantial contribution
over the years and help in guiding Titan through the
Strategic Review.
In December 2025, it was announced that Julie Nahid
Rahman, who joined the Board on 1 August 2023, was
appointed as Chair of the Company’s Nomination and
Remuneration Committee, a role which I previously held.
Portfolio Manager and team
In December 2025, Zihao Xu, a Partner at Octopus
Ventures, was appointed Lead Fund Manager for
Titan. Zihao joined Octopus Ventures in 2016 and is
a long-standing member of the investment team.
Jamie Kennell, a Senior Partner at Octopus Ventures,
was appointed Lead Portfolio Partner, having joined
the team in October 2025 to lead portfolio strategy.
More can be read about these appointments and the
structure of the team on page 6 of the report.
Annual General Meeting
(
AGM
)
The AGM will take place on 18 June 2026 at 11:00am
and will be held at the offices of Octopus Investments
Limited, 33 Holborn, London, EC1N 2HT. Full details of
the business to be conducted at the AGM are given in
the Notice of AGM on pages 112 to 115.
Shareholders’ views are important, and the Board
encourages shareholders to vote on the resolutions within
the Notice of AGM on pages 112 to 115 using the proxy
form, or electronically at www.investorcentre.co.uk/eproxy.
Shareholders are invited to send any questions they may
have via email to TitanAGM@octopusinvestments.com.
The Board has carefully considered the business to be
approved at the AGM and recommends shareholders to
vote in favour of all the resolutions being proposed, as
the Board will be doing.
Outlook
Performance over the past four years has been materially
below expectations. Realisation levels remain insufficient
to support sustainable distributions to shareholders, either
by way of dividends or share buybacks, and valuations
across most venture-backed businesses continue to reflect
cautious investor sentiment.
However, with the Strategic Review now concluded and
the transition framework in place, the focus shifts firmly
to delivery and sustainable recovery.
The year ahead must demonstrate tangible progress.
In practical terms, this means seeking, as a minimum,
stability in NAV, an improvement in realisation activity and
clear evidence that portfolio companies are strengthening
their operational performance. These are the foundations
upon which any sustainable recovery must be built.
The agreed guardrails provide measurable benchmarks
against which performance will be assessed, and the
enhanced reporting structure increases accountability.
We will continue to track progress against these metrics
during 2026 and beyond.
Market conditions remain uneven and the outlook
for 2026 is subject to heightened macroeconomic
and geopolitical uncertainty. While public markets
have shown resilience in certain sectors, exit markets
for venture-backed companies are still recovering.
Ameaningful return to growth will depend on improved
liquidity conditions and successful realisations at
appropriate valuations. Until then, disciplined capital
management and careful cash preservation remain
essential. The Board is mindful of the escalation of
conflict in the Middle East subsequent to the year
end. As this has occurred after 31 December 2025, its
potential impact is not reflected in the Company’s
valuations at the balance sheet date. The situation
remains highly uncertain and the Board, together
with the Manager, continues to monitor developments
closely and assess any potential implications for the
portfolio and broader market conditions.
As funding markets normalise, those businesses that
have strengthened their balance sheets and moved
closer to profitability should be better positioned to
attract buyers or strategic investors.
The Board is fully aware that confidence must be
earned through results. Encouragingly, realisation
activity has shown improvement since the year end,
with proceeds of £22.8 million received in 2026 to date,
and further proceeds expected from transactions that
are in advanced stages. While it remains too early to
draw firm conclusions, this supports the Board’s focus
on increasing cash realisations from the portfolio. We
remain committed to restoring sustainable performance
over time and will update shareholders on progress in the
half-yearly report.
Tom Leader
Chair
28 April 2026
Chair’s statement
continued
Titan’s objectives
Following the conclusion of the Strategic Review in
September 2025, the Board has refreshed Titan’s objectives
to reflect the current market environment and the
Company’s Transition Period. Historically, the Company’s
objectives focused on investing in early stage technology-
enabled businesses across defined sector themes,
maintaining NAV per share above 90p after dividends,
generating realisations sufficient to fund dividends, share
buybacks and operating costs, and targeting an annual
tax-free dividend of 5% of opening NAV.
The updated objectives place greater emphasis on
sustainability and capital discipline and provide
a clearer framework against which progress can
be measured as the Company works to stabilise
performance and rebuild long-term value.
1. Support and develop a high-quality
portfolio
Titan seeks to invest in and support innovative technology
and tech-enabled businesses across its core sectors,
Health, Fintech, Deep Tech, Consumer, Business-2-
Business (B2B) Software, Bio and Climate. More on the
portfolio split can be read on page 10.
Following the Strategic Review, the Company’s immediate
priority is a portfolio-first approach. During the Transition
Period, capital deployment will be focused on follow-
on investments in existing portfolio companies, with
new investment activity expected to be limited and
not undertaken at scale. The focus is on supporting
existing portfolio companies to strengthen operational
performance, improve capital efficiency and, where
appropriate, progress towards liquidity events.
This includes working closely with management teams to
extend cash runway, enhance profitability and position
businesses for sustainable growth in a more disciplined
funding environment. Further information on the
enhanced portfolio support capabilities underpinning this
approach is provided on page 7.
The impact of this approach will take time to be fully
reflected in portfolio outcomes. The Company’s capital
and resources are currently focused on supporting its
existing portfolio and progress will be assessed over time
through improvements in company performance, capital
efficiency and the achievement of value milestones.
2. Deliver long-term sustainability
The Board considers it essential that Titan is able, over
time, to meet its cash outflows, including dividends, a
portion of share buybacks and operating costs, from
realised investment proceeds.
Sustainability is therefore assessed by reference to the
extent to which cash realisations cover the Company’s
cash outflows over rolling five-year periods. While the
timing of exits can be inherently unpredictable, the
long-term objective is for realised proceeds to support
distributions and costs in a sustainable manner.
This objective is not currently being achieved.
Realisation levels during 2025 have been materially
below target, and the Board has responded by
prioritising capital discipline and liquidity preservation
during the Transition Period.
3. Target a 5% annual tax-free dividend
Titan’s long-term ambition remains to pay a regular
annual dividend equivalent to 5% of the NAV per share
at the start of each financial year, with the potential for
special dividends where significant gains are realised.
However, dividends will only be paid where supported by
realised cash investment gains and sufficient distributable
reserves. During 2025, dividends of 0.5p per share were
paid, equating to approximately 1% of opening NAV,
materially below the 5% target, so this objective is not
currently being met, reflecting the sustainability objective
and the shortfall in realisations.
The Board will consider resuming dividends at a higher
level when performance and liquidity support distributions
on a sustainable basis.
4. Achieve long-term growth in net assets
Over the long term, Titan seeks to generate meaningful
growth in NAV, targeting an annual total return of
approximately 7% or more through a combination of
capital growth and income.
This objective is not currently being met. Net performance
in 2025 was below this level, reflecting the impact of a
small number of material write-offs, alongside broader
valuation pressures and limited realisations. Restoring
sustainable growth will depend on improving operational
performance across the portfolio and achieving successful
liquidity events at appropriate valuations.
The Strategic Review, revised fee arrangements and
enhanced guardrail framework are intended to provide
a clearer structure for delivering progress against this
objective over time.
Octopus Titan VCT plc — Annual report and financial statements 2025 5
6 Octopus Titan VCT plc — Annual report and financial statements 2025
Spotlight on the team
How Titan works
A strengthened team to
steward Titan through its
transition
Following the conclusion of the Strategic Review,
Octopus Ventures has taken proactive steps to
strengthen the leadership, stability and depth of
the team managing Titan. It has strengthened
its investment leadership, enhanced its portfolio
management capability and aligned its dedicated
People and Talent resources, ensuring the Company
is stewarded with the experience, focus and support
required under the portfolio first strategy.
Investment leadership and team
Lead Fund Manager
Zihao Xu has been appointed as Lead Fund Manager for
Titan VCT, with responsibility for stewarding the Fund
through its Transition Period and implementing the portfolio
first strategy. Further information on this strategy is
available on page 11.
Zihao joined Octopus Ventures in 2016 and is a long-
standing member of the fintech investment team. He
brings deep experience across venture investing, portfolio
support and strategic decision-making. Prior to joining
Octopus Ventures, Zihao spent five years as a strategy
consultant at Roland Berger, advising clients on corporate
strategy, operational improvement and Mergers &
Acquisitions.
As Lead Fund Manager, Zihao is responsible for setting
investment priorities in line with the portfolio first strategy,
overseeing follow-on investment decisions and working
closely with the Board and the wider Octopus Ventures
platform to support value creation across Titan’s portfolio.
Wider investment team
Zihao is supported by a dedicated investment team
comprising experienced Partners, Principals and Investment
Managers, providing depth and continuity to manage
Titan’s portfolio effectively.
The team brings a blend of venture investing, sector
expertise and portfolio support experience, with access to
the broader Octopus Ventures platform where appropriate.
This structure ensures Titan benefits from focused
leadership alongside the breadth of skills required to
support a large and diverse portfolio during the Transition
Period.
Portfolio optimisation capability
Following the Strategic Review, Octopus Ventures has
further strengthened its portfolio management capability to
reflect the increased importance of active oversight under
the portfolio first approach. This capability is embedded
within the investment team, rather than operating as a
separate standalone function. This is led by Jamie Kennell,
Lead Portfolio Partner, who brings more than 25 years of
leadership experience in private equity, venture capital, and
corporate finance. Jamie was previously Chief Investment
Officer at Pembroke Investment Managers LLP, where he led
a comprehensive transformation of portfolio management,
reporting, and investment processes.
This means that portfolio support, performance oversight,
proactive exit planning and capital allocation are led within
the same team responsible for managing the Company. In
practice, this helps ensure that decisions are coordinated,
accountability is clear, and support for portfolio companies
is closely connected to investment decision-making.
This embedded capability supports:
•
ongoing monitoring of portfolio company performance and
early identification of areas where action may be needed;
•
structured support to help companies improve operations,
strengthen their market position and prepare for future
funding;
•
proactive planning for realisations, including early
identification of potential exit pathways and timing
considerations;
•
greater consistency and discipline in portfolio management
across the fund; and clearer reporting and better visibility to
support Board oversight and decision-making.
This structure ensures Titan benefits from focused leadership
and a broad range of relevant skills, while keeping portfolio
optimisation at the centre of day-to-day fund management
during the Transition Period.
6 Octopus Titan VCT plc — Annual report and financial statements 2025
Octopus Titan VCT plc — Annual report and financial statements 2025 7
Spotlight on the team
How Titan works
continued
Supporting portfolio companies through People and Talent
The Octopus Ventures People and Talent team is a
dedicated, in-house capability focused on helping
portfolio companies build the leadership, teams and
organisational foundations required to scale successfully.
Under Titan’s portfolio first strategy, this team plays an
important role in supporting value creation across the
existing portfolio by working closely with founders and
leadership teams at critical stages of growth.
A dedicated team supporting long-term
growth
The People and Talent team partners with portfolio
companies to address some of the most significant
challenges faced by growing businesses, including
leadership development, executive and board-level
recruitment, organisational design and culture.
By providing structured, hands-on support, the team
helps companies strengthen execution, retain key talent
and build resilient organisations capable of delivering
sustained performance.
This support is delivered alongside the investment team,
ensuring that people-related initiatives are aligned with
each company’s strategic priorities.
How the People and Talent team supports
the portfolio
The People and Talent team provides practical, targeted
support across a range of areas, including:
•
Leadership and team development
Supporting founders and senior leaders as
organisations scale, including leadership coaching,
role clarity and succession planning.
•
Hiring and talent strategy
Advising on senior and specialist recruitment, team
structure and long-term talent planning to support
growth objectives.
•
Organisational design and culture
Helping companies build effective operating models,
embed values and create inclusive, high-performing
cultures.
•
Retention and engagement
Supporting companies to develop compensation
frameworks, performance management approaches
and employee engagement practices.
This support is tailored to the specific needs and stage
of each portfolio company, recognising that people
challenges evolve as businesses grow.
Supporting Titan’s portfolio first strategy
Previously, the focus was more balanced across both new
investment activity and management of the existing
portfolio. Under the portfolio first strategy, Octopus
Ventures has aligned its investment leadership, portfolio
management capability and people support resources to
focus on maximising value from Titan’s existing portfolio
during the Transition Period. Together, this supports
disciplined capital allocation, active portfolio oversight
and stronger execution within portfolio companies,
helping to improve resilience, support future realisations
and drive long-term value creation for shareholders.
8 Octopus Titan VCT plc — Annual report and financial statements 2025
I am very aware of the
responsibility that comes with
taking on the role of Lead
Fund Manager at this point in
Titan’s journey.
The Company’s performance over the past four years
has been disappointing, and I fully recognise the
frustration this continues to cause shareholders.
I accepted this role because I believe the portfolio has
the potential to deliver strong long-term value. Having
worked within the Titan investment team for nearly
a decade, I know many of these companies well and
understand both how we got here and what needs to
change.
Our focus now is on disciplined execution. This means
being rigorous about where we invest further capital,
working closely with our portfolio companies to improve
performance, supporting them in attracting and
retaining high-quality talent, and delivering exits where
appropriate.
It is important to be clear that recovery will take time. In
venture investing, weaker companies tend to fall away
more quickly, while successful businesses take longer to
grow and realise their value. This means improvements
in overall performance are unlikely to be immediate,
but will build over time as our stronger companies
mature.
That said, progress is within our control. We are
continuing to strengthen our team and refine how
we manage the portfolio to ensure we are focused,
disciplined and aligned on delivering better outcomes.
I remain fully committed to working in close alignment
with the Board and the wider Octopus team during the
Company’s Transition Period and beyond to stabilise
NAV, improve exits, and restore long-term sustainable
performance.
Zihao Xu
Statement from the Lead Fund Manager
How Titan works
Zihao Xu
Lead Fund
Manager
Octopus Titan VCT plc — Annual report and financial statements 2025 9
Titan’s portfolio
Titan’s portfolio spans seven sectors across different stages of development. Below you can read more about each area of focus and some portfolio
companyexamples.
Sector focus
How Titan works
B2B software
Supporting industries through
digitisation and automation. Advances
in B2B software have an impact on
every industry, bringing everyone closer
to more efficient andsustainable ways
of working.
Bio
Backing trailblazing founders creating
a bioscience-led revolution. Advances
in biosciences and molecular biology,
combined
with leaps forward in
computer power, have laid the
foundations for a revolution across
sectors from therapeutics to energy.
Climate
Backing the people and businesses
that are powering planet-friendly
progress by creating a circular economy,
decarbonising global energy systems
and infrastructure, reducing energy
consumption, greening finance,
protecting and developing ecosystems,
and erasing our historical footprint
through carbon removal technologies.
Consumer
Redefining how we live, work and play.
Backing the pioneers who use tech to
dramatically improve consumers’ lives.
They’re obsessed with their customers’
happiness, and dedicated to delivering
authentic, unique experiences.
Deep tech
Advancing technology touches every
aspect of our lives: agriculture, education,
health, commerce, communication.
Backing the founders who are solving
de
ep technical problems across every
industry in ways that will transform our
world. They’ve pioneered new business
models to create opportunities and invent
entirely new markets.
Fintech
Backing companies that are redefining
financial services, driving us towards
a future of safe, efficient transactions
that occur faster than the speed of
thought.
Health
Backing the businesses and people
at the most ambitious frontiers of
medical science. Supporting health tech
startups who uncover the unknown. The
people doing things we didn’t think were
possible, confronting taboo issues and
breaking down social boundaries.
10 Octopus Titan VCT plc — Annual report and financial statements 2025
Titan’s portfolio
The pie charts below illustrate Titan’s investment focus by portfolio value
asapercentage and by number of portfolio companies.
Fintech
Deep tech
Health
Bio
B2B software
Climate
Consumer
Portfolio value
(%)
by sector focus
32%
21%
18%
11%
12%
2%
4%
Number of
companies
by sector focus
24
24
17
21
24
9
11
continued
Sector focus continued
How Titan works
Octopus Titan VCT plc — Annual report and financial statements 2025 11
Portfolio first investment strategy
Maximising value from Titan’s existing portfolio to drive improved returns during the Transition Period
What “portfolio first” means:
Our highest impact holdings
Focusing on companies providing the
greatest opportunity to drive value.
Follow-on investment, not new
origination
Deploying capital selectively into existing
portfolio companies that demonstrate strong
progress and clear value creation potential.
Value creation and realisations
Supporting companies that are closer to
growth opportunities, strategic partnerships
or exit opportunities.
1 2 3
How Titan works
Under the portfolio first strategy, the Octopus Ventures team is focused on:
•
deeper engagement with priority companies, including increased senior involvement
to support operational performance, funding readiness and strategic decision-making;
•
selective follow-on investing, where additional capital can enhance value and
improve the probability of future returns;
•
active realisation planning, supporting companies that are closer to securing further
investment or achieving an exit; and
•
enhanced oversight and accountability, with performance monitored by the Board
against agreed guardrails during the Transition Period.
Portfolio first in 2025
follow-on investments
completed
invested
14 £14.7 million
Why this approach supports shareholder interests
The portfolio first strategy is designed to support improved future NAV performance
and long-term shareholder returns by:
The Board believes this disciplined approach provides the strongest foundation
for improving performance during the Transition Period and positioning Titan for
sustainable growth in the future.
1
Concentrating resources on highest impact companies with a greater
potential to secure further funding or reach an exit
2
Improving capital discipline during the Transition Period by limiting
portfolio complexity and deployment risk
3
Strengthening alignment and accountability, supported by enhanced
Board oversight, agreed performance guardrails and revised fee
arrangements
NAV
breakdown
Top 20 investments
The value of the top 20 portfolio
investments
Other investments
Value of remaining portfolio investments
Cash and cash equivalents
1
Value of cash in bank, money market
funds and corporate bond portfolio
Other
Value of debtors less creditors
21%
1%
1
For the purpose of fund management, the corporate bond portfolio
is included as cash and cash equivalents. Cash, for the purpose of the
Cash Flow Statement, comprises of cash at bank and money market
funds.
53%
25%
12 Octopus Titan VCT plc — Annual report and financial statements 2025
How Titan works
What’s in a share?
The net asset value (NAV) is the combined value
of all the assets owned by Titan after deducting
the value of its liabilities. The NAV is comprised
of different elements, as shown in the diagram.
78% is derived from the value of the underlying
investments as at 31 December 2025. 21% is held as
highly liquid cash in the bank, money market funds
and corporate bond portfolios, which is required for
the upcoming pipeline of follow-on investments.
This pipeline of investments is closely monitored
to make sure that there is always cash available
for funding companies. The remaining balance
represents less than 1% and is the value of debtors
less creditors.
By owning shares in Titan you gain access to a portfolio ofover 120 early-stage
companies with high-growth potential operating across a diverse range of sectors.
Read more in the Financials
section on pages 69 to 100.
How Titan works
1 These KPIs are defined as APMs and are explained in more detail in the Glossary of terms on page 110.
Octopus Titan VCT plc — Annual report and financial statements 2025 13
Measuring our performance
The Board has identified nine key performance measures to assess Titan’s success in meeting its objectives, some of which are classified as alternative performance
measures (APMs) in line with Financial Reporting Council (FRC) guidance. Please see the Glossary of Terms on page 110 for further details.
The NAV per share of Titan is the sum of the underlying assets less the liabilities of
Titan, divided by the total number of shares in issue. Over the long term, Titan seeks
to generate meaningful growth in NAV and, following a review of its performance
objectives, now targets an annual total return of approximately 7% or more through a
combination of capital growth and income.
Performance over the year
The NAV per share has decreased from last year’s value of 50.5p to 44.5p. The reduction
during 2025 was driven primarily by a small number of significant write-offs, adverse foreign
exchange movements and disposals at minimal or nil value, which together accounted for
the majority of the decline.
Total return per share is calculated as movement in NAV per share in the period plus
dividends paid in the period, divided by the NAV per share at the beginning of the
period. Total return on the NAV per share enables shareholders to evaluate more clearly
the performance of Titan, as it reflects the underlying value of the portfolio at the
reporting date. This is the most widely used measure of performance in the VCT sector.
Performance over the year
As previously stated, the NAV per share has decreased from last year’s value of 50.5p
to 44.5p. Adding back the 0.5p of dividends paid in the year, this is a decrease of 5.5p
or 10.9%. The principal drivers of the decline in NAV are described in further detail under
Objective 1.
Since 2024, the Octopus Ventures team has been operating a portfolio first strategy,
prioritising stabilisation of NAV, disciplined capital allocation and improving realisations
to support long-term sustainability.
NAV per share Total return per share
1
1 2
How Titan works
2025
44.5p
2024
50.5p
2023
62.4p
2025
-10.9%
-5.5p
2024
-14.1%
-8.8p
-12.4%
-9.5p
2023
2025 change
-11.9%
14 Octopus Titan VCT plc — Annual report and financial statements 2025
Titan’s long-term ambition remains to pay a regular annual dividend equivalent to 5%
of the NAV per share at the start of each financial year, with the potential for special
dividends where significant gains are realised.
Performance over the year
Ordinary dividends of 0.5p per share were paid in May 2025, representing a dividend
yield of approximately 1% for the year. This is below the Company’s target of paying a
regular dividend of 5% of the NAV per share at the start of the financial year, in line with
the Dividend policy. Following the May payment, further dividends were paused. The
Board will keep this under review and will consider resuming dividends when realisation
activity improves and distributions can be supported on a sustainable basis.
2024
5.0%
3.1p
2025
1.0%
0.5p
2025 change
-83.9%
-2.6p
2023
6.5%
5.0p
The ongoing charges ratio has been calculated using the Association of Investment
Companies (AIC) recommended methodology and excludes irrecoverable VAT,
exceptional costs, trail commission and performance fees. The ratio is subject to a
cap structure under the IMNISA. Based on the Company’s average net asset value in
2025, the applicable cap was 2.5%.
Performance over the year
Total ongoing charges as a percentage of average net assets have decreased over
the reporting period. This primarily reflects the introduction of the Titan IMNISA from
11 September 2025, which brought a reduction in management fees through a new
tiered fee structure linked to the Company’s NAV, resulting in management fees of
approximately 1.9% of net assets. In addition, the implementation of the IMNISA led
to the removal of the previous Non-Investment Services Agreement (NISA) fee, further
reducing overall expenses.
This reduction was partly offset by a decrease in average net assets over the period,
which has a modest upward effect on the ratio.
Dividends per share paid in the year Total ongoing charges
1
3 4
continued
Measuring our performance
How Titan works
0.4%
0.4%
0.4%
Management Fees
Other expenses
2.1%
1.9%
2025 change
-0.2%
2.0%
2023
2024
2025
1 These KPIs are defined as APMs and are explained in more detail in the Glossary of terms on page 110.
Octopus Titan VCT plc — Annual report and financial statements 2025 15
Titan must comply with VCT legislation set out by HMRC. Key requirements are to
maintain at least an 80% qualifying investment level and investing at least 30% of all
new funds raised within twelve months of the end of theaccounting period in which
the shares were issued.
Performance over the year
At the end of the period, 86% by value (as measured by HMRC rules) of Titan’s
investments were in qualifying shares or securities. The qualification level has been kept
above the 80% threshold by the continued deployment of funds into qualifying assets,
and investments made from cash raised three years ago now being included in the
calculation of the 80% qualifying investment level. The 30% test has also been met for all
relevant years.
continued
Qualifying % under VCT rules
1
5
There are restrictions on the amount of capital that can be distributed back to
shareholders in the form of dividends and share buybacks. Restrictions are placed on
these reserves by both the Companies Act and VCT regulations. Titan aims to have
sufficient reserves to continue to fund dividends and buybacks. The table shows the
amount available under the Companies Act as at 31 December 2025.
Performance over the year
The Companies Act distributable reserves have decreased during the year due to
losses arising from unrealised fixed asset valuation downgrades, which have impacted
the capital reserve unrealised.
We continue to have sufficient reserves under the VCT regulations to fund future
dividends and buybacks, and this is reviewed ahead of any distribution from Titan.
Distributable reserves
6
Measuring our performance
How Titan works
1 These KPIs are defined as APMs and are explained in more detail in the Glossary of terms on page 110.
2024
90%
2025
86%
2025 change
-4.0%
2023
90%
2024
£830m
2025
£731m
2025 change
-11.9%
2023
£895m
1 These KPIs are defined as APMs and are explained in more detail in the Glossary of terms on page 110.
2 Cash and cash equivalents, for the purpose of the Cash Flow Statement, comprises of cash at bank and
money market funds.
16 Octopus Titan VCT plc — Annual report and financial statements 2025
The cash and cash equivalents and corporate bonds balance includes cash at bank,
funds in money market accounts, and corporate bonds. Titan has historically aimed
to have sufficient cash to fund investments, dividends, buybacks, management fees,
other running costs and a performance fee,when applicable, over a twelve-month
period.
Performance over the year
Cash and cash equivalents and corporate bonds represented 21.0% of net assets at
31December 2025 (2024:22.1%). The movement in the balance over the year was driven
by gains on bonds and money market fund income of £7.9 million and disposals of
£6.5million in FY2025, offset by deployment of £14.7million into follow-on investments,
£8.2million in dividends, £22.1 million in annual investment management fees and other
running costs. This movement can be seen in the cash deployment bridge on page 18.
The Board considers it important that Titan VCT is able, over time, to meet its cash
outflows without reliance on fundraising and therefore monitors a sustainability
metric as part of its APM. Sustainability is assessed by reference to the extent to which
dividends, share buybacks and operating costs, are covered by cash realisations over
rolling five-year periods. Following the adoption of the amended IMNISA, the Board’s
long-term objective is for realisations to cover operating costs, dividends and a portion
of share buybacks over rolling five-year periods. Comparative figures for 2023 and
2024 have been restated on this basis (see Glossary of terms on page 110). Given the
inherently uneven timing of investment exits, there may be shorter periods when
realisations do not fully cover outflows. In such circumstances, the Board will carefully
monitor cash flows and manage resources with a view to returning the Company to its
long-term sustainability objective. These outflows are illustrated on page18.
Performance over the year
With £6.5 million returned in cash proceeds to the Company from exits and deferred
proceeds in 2025, the increase in Titan’s sustainability percentage primarily reflects
lower cash outflows during the year, following the pause in share buybacks and the
payment of a single 0.5p dividend in May 2025, after which dividends were paused.
The Company remains some way from its 100% target, reflecting both the uneven
timing of investment realisations and lower levels of exit activity in the reporting
period.
Cash and cash equivalents and corporate bonds
2
Sustainability % of Titan
1
7 8
continued
Measuring our performance
How Titan works
2024
£184m
22.1%
of NAV
2025
£154m
21.0%
of NAV
2023
£203m
20.4%
of NAV
2025 change
-16.3%
66%
2025
2025 change
+4.0%
62%
2023
62%
2024
Dividend cover measures the extent to which dividends paid in the year are supported
by cash realisations generated in the same period. This provides an indication of the
sustainability of dividends by showing how far distributions are funded by realised
investment activity rather than existing cash balances.
2024
94%
2025
79%
2025 change
-15.0%
2023
78%
Performance over the year
Cash realisations during the year were £6.5million. Dividends of £8.2million were
paid, comprised of an ordinary dividend of 0.5p per share in May 2025, after which
further payments were paused.
Dividend cover decreased compared with the prior year, reflecting lower cash
realisations during the year relative to dividends paid. The Board will keep dividends
under review and will consider resuming payments when realisation activity improves
and distributions can be supported on a sustainable basis.
Dividend cover
9
Measuring our performance
How Titan works
continued
Octopus Titan VCT plc — Annual report and financial statements 2025 17
Cash deployment
The following graph shows Titan’s cash inflows and outflows during the year to demonstrate the movement from the opening to closing cash and cash equivalents and
corporate bonds.
The cash and cash equivalents and corporate bonds balance includes cash at bank, funds in money market accounts, and corporate bonds.
Cash inflows Cash outflows
0
150
100
50
£m
200
250
300
(8)
Dividends
(16)
Management
fee
(6)
Other
costs
(15)
Follow-on
investments
154
Cash as at
31 December
2025
Bond coupon
income
5
Money market
funds income
3
Disposal
proceeds
7
Cash as at
31 December
2024
184
Fundraise
–
18 Octopus Titan VCT plc — Annual report and financial statements 2025
Cash and value movements during the year
How Titan works
0
40
30
20
10
60
NAV per share Increase in NAV per share
Decrease in NAV per share
50
NAV as at
31 December
2025
NAV
before
dividends
Other
running costs
Management
fee
Unrealised
fixed asset
investments
valuation
downgrades
Unrealised
fixed asset
investments
valuation
uplifts
DividendsRealised loss on
disposal of
fixed asset
investments
Investment
income and
corporate bond
revaluations
NAV as at
31 December
2024
4.2
(0.3)
0.4
(8.6)
(0.9)
(0.3)
45.0
(0.5)
44.5
NAV per share (p)
50.5
Titan total value movement
The following graph shows the increases and decreases
contributing to the movement in the NAV per share
during the year.
DRIS
Titan had adopted a DRIS under which shareholders
were given the opportunity to reinvest future dividend
payments by way of subscription for new shares.
Subject to a shareholder’s personal circumstances,
shares subscribed for under the Dividend Reinvestment
Scheme should benefit from VCT tax relief. As stated
in the Chair’s statement, the DRIS was suspended in
respect of the interim dividend paid on 19 December
2024 and will remain so until further notice.
Octopus Titan VCT plc — Annual report and financial statements 2025 19
Cash and value movements during the year
continued
How Titan works
Focus on performance
The NAV of 44.5p per share at 31 December 2025 represents a decrease in NAV of 5.5p per share versus a NAV of 50.5p per share as at 31 December 2024, after adding back
dividends paid during the year of 0.5p (2024: 3.1p) per share, a negative total return per share of minus 10.9% in the year.
The performance over the five years to 31 December 2025 is shown below:
Titan performance over 5 years
Year ended
31 December 2021
Year ended
31 December 2022
Year ended
31 December 2023
Year ended
31 December 2024
Year ended
31 December 2025
NAV, p 105.7 76.9 62.4 50.5 44.5
Cumulative dividends paid, p 92.0 97.0 102.0 105.1 105.6
Total Value, p 197.7 173.9 164.4 155.6 150.1
Total return
1
20.3% (22.5)% (12.4)% (14.1)% (10.9)%
Dividend yield
2
11.3% 4.7% 6.5% 5.0% 1.0%
Equivalent dividend yield for a higher rate tax payer 16.8% 7.0% 9.8% 7.5% 1.5%
1. Total return % is an alternative performance measure, calculated as total return/opening NAV. 2. Dividend yield is an alternative performance measure, calculated as dividends paid/opening NAV.
We are disappointed to report a negative total
return of approximately –10.9% for the year ended
31December 2025. This reflects a -4.6% return in the
first half of the year to 30 June, and a -6.7% return
from June to December. The decline has been driven
by a combination of company-specific challenges and
continued multiple compression across venture-backed
growth markets.
Across the year, there was a reduction of approximately
£149 million in the value of 68 portfolio companies.
£39 million of this decline was concentrated in three
companies Orbex, Permutive and XYZ Reality.
Orbex had been in advanced discussions to sell the
business, and a Letter of Intent was signed between
the parties. While initial discussions were encouraging,
completion of the proposed sale depended on a number
of commercial conditions outside the company’s control
which could not be met within the required timeframe.
As a result, the transaction did not proceed and the
company was subsequently placed into administration,
leading to a full write-down of the investment value to
£nil (2024: £17.8 million).
Importantly, even if the sale had completed, the
structure of the proposed transaction would not have
met the necessary VCT qualifying requirements. Asa
result, Titan would not have retained an ongoing
shareholding and would instead have received only a
small cash return.
Permutive and XYZ Reality continue to operate,
but both have experienced trading and execution
challenges during the year. In a more constrained
funding environment, slower-than-expected progress
against growth plans and funding milestones resulted
in reductions in our holding valuations.
Broader market factors also continued to weigh on
valuations. Although major stock market indices
performed strongly at points during the year, much
of this strength was driven by a small number of very
large companies. Valuation levels for venture-backed
growth businesses, particularly those outside the largest
AI-related segments, remained under pressure.
Despite these headwinds, we continue to believe that
many of the companies which experienced valuation
reductions retain strong underlying fundamentals.
Inseveral cases, businesses have extended cash
runway, reduced operating burn and sharpened their
focus on profitability. We continue to work closely with
management teams to improve operational delivery
and strategic positioning.
Our in-house Talent team remains actively engaged
across the portfolio, supporting leadership hires, board
composition and capability building. In addition, our
expert-network provides specialist operational support
on areas such as go-to-market strategy, financial
management and capital planning. We have bolstered
our team with additional hires focused on portfolio
optimisation, who bring complementary skill sets
specifically chosen to deliver on our goals of supporting
existing portfolio companies, strengthening operational
performance, and progressing liquidity events. More
can be read about these teams on page 6. Where
20 Octopus Titan VCT plc — Annual report and financial statements 2025
Portfolio Manager’s review
0
80
160
Oct
15
154.7
Oct
17
162.4
Oct
18
164.1
Dec
19
171.2
Dec
20
178.0
Dec
21
197.7
Dec
22
173.9
Dec
23
164.4
Dec
24
Dec
25
Total value (p)
NAV per share Cumulative dividends
40
120
200
Oct
16
158.9
!"#"
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155.6
150.1
appropriate, we have also supported companies with follow-on funding, alongside
co-investors, to ensure sufficient capital to execute their plans in a more disciplined
funding environment.
More positively, 49 companies saw valuation increases during the year, delivering
a collective uplift of £71 million. These uplifts primarily reflected businesses that
completed funding rounds at improved valuations, delivered strong revenue growth
or achieved significant commercial milestones. Notable positive contributors included
Elliptic, Partly and vHive. These examples demonstrate that, even in a challenging
market, well-positioned businesses can continue to create value.
The gain on Titan’s uninvested cash reserves during the year was £7.9 million, driven
by returns on money market funds and fair value movements within the corporate
bond portfolio. The objective of these holdings remains capital preservation and
liquidity, while generating appropriate market-based returns on treasury balances.
Titan total value growth
The graph below shows the performance of Titan since 31 October 2015 in NAV, dividends
paid, and NAV plus cumulative dividends paid (total value). The table highlights the compound
annual growth rate across different holding periods.
Holding period Total return
Tax-free compound
annual growth rate
10 years since 31 October 2015 (4.5)% (0.4)%
5 years since 31 December 2020 (28.8)% (6.6)%
1 year since 31 December 2024 (10.9)% (10.9)%
Octopus Titan VCT plc — Annual report and financial statements 2025 21
Portfolio Manager’s review
continued
Disposals
Disposals and deferred proceeds returned £6.5 million
in cash during the year. This is materially behind
expectations and below the level required to support
the Company’s long-term sustainability objective.
Improving the scale and quality of realisations remains
a key priority for the investment team, and significant
resource is being dedicated to progressing exit
opportunities where market conditions permit.
Disposals at a loss
There were seven full disposals completed at a loss
during the year.
In March, Antidote was acquired by 83Bar. In April,
Enghouse Systems acquired Trafi. In August, Titan sold
its shares in Smartkem, which had listed on NASDAQ
in May 2024. In October, Restless was acquired by Just
Group. In December, Memrise completed a further
funding round in which Titan did not participate.
As a result, Titan received a de minimis payment in
exchange for waiving its convertible loan notes and its
equity position was forfeited.
In addition, Titan’s shareholdings in The Faction Collective
and Zai were divested for nil or negligible proceeds as
recovery of value was no longer considered likely.
In aggregate, these disposals generated proceeds of
£1.9 million compared with a total investment cost of
£43.9 million. As at 31 December 2024, these assets
had a combined carrying value of approximately
£7.7 million.
These disappointing outcomes reflect the challenges
faced by businesses in a constrained funding and exit
environment.
Partial disposals
As Smiler had not achieved the milestones set at the
point of investment and struggled to find product
market fit, itwas agreed in April that the Company
would remain a small shareholder, but that 72% of the
invested capital would be returned.
In November, MyTomorrows completed a €25million
funding round. As part of this transaction, Titan realised
a portion of its shareholding while retaining a reduced
position in the company.
In aggregate, these partial disposals generated
proceeds totalling £3.0 million compared to an
investment cost of £5.8 million.
Deferred proceeds
In the year, Titan also received deferred proceeds
from the sales of Cobee (to Pluxee in 2024), TaxScouts
(toTaxfix in 2024), Skew (to Coinbase in 2021), Comma
(to Weavr in 2021), Glofox (to ABC Fitness in 2022) and
Jolt (to Global University Systems in 2022).
In aggregate, deferred proceeds received in the year
totalled £1.6 million.
Companies placed into administration
During the year, Chiaro Technologies (trading as Elvie),
Origami, VyperCore, Papercup, Streetbees, Ribbon
Technologies (trading as Wondering), Imophoron and
Altitude Angel entered administration after being
unable to secure further funding or complete strategic
transactions.
The aggregate investment cost of these companies was
£27.4 million (2024: £26.0 million).
In addition, Nosso, Excession Technologies and LVNDR
were formally dissolved during the year, having entered
administration in previous reporting periods.
Underperformance and company failures are an
inherent feature of venture capital investing. However,
the number of insolvencies and loss-making exits during
the year reflects the particularly challenging funding and
exit environment for early-stage growth businesses.
Portfolio optimisation strategy
Improving realisation outcomes remains a central
priority. As part of the portfolio first approach, resource
within the portfolio optimisation team is being deployed
to support the identification, preparation and execution
of exit opportunities across the portfolio.
This includes earlier and more proactive engagement
on exit planning, with a focus on positioning companies
appropriately for potential strategic transactions,
secondary sales or other realisation pathways. This
increased focus, combined with strengthened portfolio
management capability, is designed to support a more
consistent and disciplined approach to realisations over
time, while seeking to maximise value in a still-recovering
exit environment.
Year ended
31 December 2021
Year ended
31 December 2022
Year ended
31 December 2023
Year ended
31 December 2024
Year ended
31 December 2025 Total
Disposal proceeds
1
(£'000) 221,504 62,213 45,637 41,432 6,510 377,296
1. This table includes cash and retention proceeds received in the period.
22 Octopus Titan VCT plc — Annual report and financial statements 2025
Portfolio Manager’s review
continued
Octopus Titan VCT plc — Annual report and financial statements 2025 23
Portfolio Manager’s review
continued
Valuations
Titan’s unquoted portfolio companies are valued in
accordance with UK GAAP accounting standards and
the International Private Equity and Venture Capital
(IPEV) valuation guidelines. This means we value the
portfolio at Fair Value, which is the price we expect
people would be willing to buy or sell an asset for,
assuming they had all the information available that
we do, are knowledgeable parties with no pre-existing
relationship, and that the transaction is carried out
under the normal course of business.
The pie charts here illustrate the split of valuation
methodology (shown as a percentage of portfolio value
and number of companies). ‘External price’ includes
valuations based on funding rounds that typically
completed by the year end or shortly after the year end,
and exits of companies where terms have been issued
with an acquirer. ‘Multiples’ is predominantly used for
valuations that are based on a multiple of revenues
for portfolio companies. Where there is uncertainty
around the potential outcomes available to a company,
a probability-weighted ‘scenario analysis’ is considered.
‘Milestone analysis’ is used for very early-stage
investments that are not yet generating revenue. The
initial value is estimated by starting with the price from
the most recent funding round. This is then adjusted
based on the company’s progress against qualitative
milestones, such as product development, customer
growth, or regulatory approvals, to reflect any increase
or decrease in value.
For further information please see Note 10 in the notes
to the financial statements.
24%
55%
13%
8%
28
23
28
16
35
External price
External price
Multiples
Multiples
Scenario analysis
Milestone analysis
Scenario analysis
Write off
Milestone analysis
Valuation
methodology
by value
Valuation
methodology
by number of
companies
Portfolio Manager’s review
continued
24 Octopus Titan VCT plc — Annual report and financial statements 2025
www.remofirst.com www.automata.tech
Removing borders from global work Unlocking the potential of scientific and
medical laboratories through automation
Scientific and medical laboratories
are under increasing pressure to
process growing volumes of samples
while maintaining accuracy and
consistency. Many workflows remain
manual, relying on skilled staff to
perform repetitive tasks that can
create bottlenecks, increase the risk
of error, and limit capacity.
Automata provides an integrated
lab automation platform that
enables laboratories to automate
workflows traditionally performed
by hand. Its solution combines a
fully automated lab bench with
software that allows users to
design and operate automated
processes across activities such as
sample preparation and testing. By
integrating hardware, software, and
workflow design, Automata reduces
reliance on manual intervention
and improves operational efficiency
within existing lab environments.
International hiring remains complex
and costly for many businesses,
requiring navigation of local
employment laws, payroll systems, and
compliance obligations. These barriers
can limit companies’ ability to access
global talent, while skilled individuals
may be excluded from employment
opportunities due to administrative
complexity rather than capability.
Founded in 2021, RemoFirst provides
a platform that enables companies to
hire, pay, and manage employees in
over 185 countries without establishing
local legal entities. Acting as the legal
employer on behalf of its customers,
RemoFirst manages employment
contracts, payroll, benefits, tax,
and compliance through a single
system. This supports compliant
international hiring while reducing
operational burden for businesses and
providing workers with formal, secure
employment.
Case studies
Demand for laboratory automation
continues to increase, driven by higher
workloads, skills shortages, and the need
for consistent data quality. Automata’s
end-to-end system offers an alternative
to fragmented automation solutions
and supports adoption across a range
of scientific and clinical settings.
The platform is designed to improve
productivity and operational efficiency
in laboratory environments.
The growth of remote and distributed
working has increased demand for
solutions that support international
employment. RemoFirst operates in a
large and expanding market, addressing
a clear need for simplified global
hiring infrastructure. Its software-led
approach allows customers to scale
international teams efficiently while
maintaining regulatory compliance
across multiple jurisdictions.
Octopus Titan VCT plc — Annual report and financial statements 2025 25
Portfolio Manager’s review
continued
www.elliptic.co www.vhive.ai
Making digital assets safer and compliant
with blockchain analytics
Modernising enterprise asset inspection and
management
As digital assets become more widely
used, financial institutions, exchanges,
and regulators face increasing
challenges in managing financial
crime risk and meeting regulatory
requirements. The complexity of
blockchain networks and cross-chain
activity makes it difficult to monitor
transactions and identify illicit behaviour
using traditional compliance tools.
Elliptic provides blockchain analytics
and crypto compliance software
that enables organisations to assess
and manage risk across digital asset
markets. Its platform offers transaction
tracing, wallet and asset screening,
risk scoring, and investigative tools
that support compliance, monitoring,
and enforcement activity. These
capabilities are integrated into
customer workflows to support
onboarding, transaction monitoring,
and reporting.
Elliptic serves organisations across
multiple jurisdictions and supports
compliance activity across a wide
range of blockchain networks. As
regulatory oversight of digital assets
increases, demand for specialist
compliance and analytics solutions
continues to grow. Elliptic operates in a
developing regulatory and technology
landscape, providing tools designed
to support risk management and
transparency in digital asset markets.
Case studies
Enterprises managing large portfolios
of physical assets often rely on
manual inspections and fragmented
data sources. These approaches can
be time-consuming and inconsistent,
limiting visibility into asset condition
and slowing decision-making as
infrastructure portfolios grow in scale
and complexity.
vHive provides a cloud-based
software platform that uses
autonomous drone data capture
and AI-driven analytics to digitise
physical assets. The platform enables
organisations to collect structured
site data and convert it into
accurate digital models that support
inspection, analysis, and planning
activities. This reduces reliance on
manual surveys and improves data
consistency across asset portfolios.
Demand for digital inspection
and infrastructure analytics is
increasing across sectors such as
telecommunications, energy, and
industrial infrastructure. vHive’s
platform supports organisations
seeking to modernise asset
management processes and improve
operational efficiency through data-
driven decision-making.
26 Octopus Titan VCT plc — Annual report and financial statements 2025
Portfolio Manager’s review
continued
£8.0m
£8.8m
£19.0m
Portfolio
£24.5m
£27.2m
£20.7m
£15.8m
£30.5m
£30.0m
£14.3m
£10.0m
£13.6m
£17.9m £25.3m
We are disappointed to report a net
decrease in the value of the portfolio of
£71.4 million since 31 December 2024,
excluding additions and disposals. This
represents a decline of 10% on the value of
the portfolio at the start of the year. Here,
we set out the cost and valuation of the
top 20 holdings, which account for 68% of
the value of the portfolio and 53% of the
total NAV.
Key:
Fintech Deep tech
Health Bio
B2B software Climate
Consumer
1
7
9
5
1
£40.6m£11.5m
8
10
4
3
2
£9.9m
Investment
cost
Investment
focus
Total valuation including cost
£40.8m
6
Top
20
£15.8m £13.0m
Octopus Titan VCT plc — Annual report and financial statements 2025 27
Portfolio Manager’s review
continued
Portfolio
Investment
focus
Investment
cost
Total valuation including cost
£7.2m
£8.4m
£8.1m
£10.0m
£9.9m
£11.8m
£5.0m
£9.6m
£10.5m
£10.0m
£15.3m £6.8m
£7.1m £13.2m
17
19
20
18
14
15
16
£9.2m £9.2m
£8.2m £9.3m
11
12
13
£7.3m £15.4m
28 Octopus Titan VCT plc — Annual report and financial statements 2025
Portfolio Manager’s review
continued
Elliptic Skin + Me Many Group Amplience
Elliptic helps organisations detect and
prevent financial crime involving crypto,
enabling safer transactions and enhanced
regulatory compliance.
Office 7, 35–37 Ludgate Hill, London, England,
EC4M7JN
https://www.elliptic.co/
Skin+Me delivers personalised prescription
skincare, designed by dermatology experts,
with custom formulas sent directly to
customers on a subscription basis.
2 Eastbourne Terrace, Floor 4, London, England, W2 6LG
https://www.skinandme.com/
Provides pet insurance, aiming to offer
comprehensive health coverage for
pets with a customer-centric approach,
prioritizing the well-being and happiness
of animals and their owners.
Unit 1b, 1–10 Summers Street, London, England,
EC1R5BD
https://many-group.com/
Amplience powers the content behind
modern retail websites, making it easier
for teams to update product pages and
campaigns quickly.
Sixth Floor, Tower House, 10 Southampton Street,
London, United Kingdom, WC2E 7HA
https://amplience.com/
Initial investment date: July 2014
Investment cost: £9.9m
(2024: £9.9m)
Valuation: £40.8m
(2024:£26.2m)
Last submitted 31 March 2025
accounts:
Turnover: £22.1m
(2024:£13.7m)
Loss before tax: £(11.3)m
(2024:£(16.4)m)
Net liabilities: £(14.0)m
(2024:£(3.8)m)
Valuation methodology: Multiples
2024: Multiples
Initial investment date: September 2019
Investment cost: £11.5m
(2024: £11.5m)
Valuation: £40.6m
(2024: £44.9m)
Last submitted 31 August 2024
accounts:
Turnover: £36.9m
(2024: £28.4m)
Profit before tax £3.8m
(2024: £1.7m)
Net assets: £15.9m
(2024: £12.7m)
Valuation methodology: Multiples
2024: Multiples
Initial investment date: October 2016
Investment cost: £10.0m
(2024: £10.0m)
Valuation: £30.5m
(2024: £24.6m)
Last submitted 31 March 2025
accounts:
Turnover: £53.8m
(2024: £22.7m)
Profit/(loss) before tax: £3.2m
(2024: £(32.5)m)
Net liabilities: £(56.0)m
(2024: £(60.7)m)
Valuation methodology: Multiples
2024: Multiples
Initial investment date: December 2010
Investment cost: £13.6m
(2024: £13.6m)
Valuation: £30.0m
(2024:£35.0m)
Last submitted 30 June 2025
accounts:
Turnover: £17.5m
(2024: £16.0m)
Profit/(loss) before tax: £0.4m
(2024:£(4.8)m)
Net liabilities: £(22.0)m
(2024:£(23.5)m)
Valuation methodology: Multiples
2024: Multiples
1. These are numbers per latest public filings. More recent figures have not yet been disclosed.
2. Information not publicly available – in certain cases this may be due to the size, jurisdiction or stage of development of the portfolio company.
1 2 3 4
Top 10 investments in detail
1
Octopus Titan VCT plc — Annual report and financial statements 2025 29
Portfolio Manager’s review
continued
Vitesse Pelago vHive
A settlement and liquidity management
platform to hold funds and deliver
international payments globally, using
domestic, in-country processing.
9th Floor, 107 Cheapside, London, United Kingdom,
EC2V 6DN
https://www.vitesse.io/
A digital health solution for managing
substance use disorders.
251 Little Falls Drive, Wilmington, New Castle, 19808,
United States
https://www.pelagohealth.com/
vHive provides a platform for autonomous
drone technology that creates digital
twins to help enterprises inspect and
manage field assets.
11 Galgaley Haplada St, Herzlia, 46702211,
Israel
https://www.vhive.ai/
Initial investment date: June 2020
Investment cost: £8.8m
(2024:£8.8m)
Valuation: £27.2m
(2024:£25.8m)
Last submitted 31 March 2025
accounts:
Turnover: £32.8m
(2024:£24.8m)
(Loss)/profit before tax: £(4.0)m
(2024:£0.6m)
Net assets: £21.6m
(2024:£17. 3m)
Valuation methodology: Multiples
2024: External price
Initial investment date: January 2020
Investment cost: £17.9m
(2024:£ 17.9m)
Valuation: £25.3m
(2024:£23.2m)
Last submitted Not available
2
accounts:
Turnover: Not available
2
(2024:Not available
2
)
Profit/(loss) before tax: Not available
2
(2024: Not available
2
)
Net assets: Not available
2
(2024: Not available
2
)
Valuation methodology: Multiples
2024: Multiples
Initial investment date: May 2019
Investment cost: £8.0m
(2024:£8.0m)
Valuation: £24.5m
(2024:£14.9m)
Last submitted 31 December 2024
accounts:
Turnover: $9.8m
(2024: $9.1m)
Loss before tax: $(6.5)m
(2024: $(3.7)m)
Net assets: $18.9m
(2024: $25.0m)
Valuation methodology: Multiples
2024: Multiples
1. These are numbers per latest public filings. More recent figures have not yet been disclosed.
2. Information not publicly available – in certain cases this may be due to the size, jurisdiction or stage of development of the portfolio company.
5 6 7
Top 10 investments in detail
1
30 Octopus Titan VCT plc — Annual report and financial statements 2025
Portfolio Manager’s review
continued
Permutive Automata Token
Permutive helps publishers and advertisers
learn from their data, and work with
partners while keeping customer
information protected.
2711 Centervill Road, Suite 400, Wilmington, New Castle
County, Delaware, United States, 19808
https://permutive.com/
Automata provides robotic automation
tools that help clinical labs streamline
repetitive workflows.
Third Floor, 20 Old Bailey, London, United Kingdom,
EC4M 7AN
https://www.automata.tech/
A leading open banking solution, focused
on payments.
10 John Street, London, United Kingdom,
WC1N 2EB
https://token.io/
Initial investment date: May 2015
Investment cost: £19.0m
(2024:£19.0m)
Valuation: £20.6m
(2024:£31.0m)
Last submitted accounts: Not available
2
Turnover: Not available
2
(2024: Not available
2
)
Profit/(loss) before tax: Not available
2
(2024:Not available
2
)
Net assets: Not available
2
(2024:Not available
2
)
Valuation methodology: Multiples
2024: Multiples
Initial investment date: March 2022
Investment cost: £14.3m
(2024:£12.3m)
Valuation: £15.8m
(2024:£12.4m)
Last submitted accounts: 31 March 2025
Turnover: £6.1m
(2024: £4.1m)
Loss before tax: £(30.1)m
(2024: £(37.2)m)
Net assets: £(2.4)m
(2024: £11.5m)
Valuation methodology: External price
2024: Milestone analysis
Initial investment date: March 2017
Investment cost: £13.0m
(2024:£12.6m)
Valuation: £15.8m
(2024:£16.5m)
Last submitted 31 December 2024
accounts:
Turnover: Not available
2
(2024:Not available
2
)
Profit/(loss) before tax: Not available
2
(2024: Not available
2
)
Net assets: £1.0m
(2024: £0.9m)
Valuation methodology: Multiples
2024: Multiples
1. These are numbers per latest public filings. More recent figures have not yet been disclosed.
2. Information not publicly available – in certain cases this may be due to the size, jurisdiction or stage of development of the portfolio company.
8 9 10
Top 10 investments in detail
1
Outlook
Market conditions for venture-backed growth companies
remain challenging. Although headline public markets
performed strongly in parts of 2025, this strength was
concentrated in a narrow group of large businesses.
Valuation multiples for growth companies more
comparable to Titan’s portfolio remained under pressure,
and exit activity across private markets continued to be
subdued.
Against this backdrop, portfolio companies have focused
on capital efficiency and operational discipline rather
than growth at any cost. While this has supported
resilience, it has also extended timelines to liquidity and
weighed on valuations.
Following the conclusion of the Strategic Review, our
priorities are clear: stabilising NAV and improving
realisation activity. We are concentrating resources
on those companies with the strongest potential to
generate meaningful liquidity events and are working
closely with management teams to enhance exit
readiness and operational performance.
The team has been strengthened, including additional
focus on portfolio optimisation and value creation
initiatives, as outlined on pages 6 to 7. Execution
against the agreed guardrails will remain central to our
approach.
Improvement will take time, but if we can deliver greater
stability in valuations and a recovery in realisations,
we believe the foundations for renewed growth can be
established.
Zihao Xu
Partner and Lead Fund Manager
Octopus Titan VCT plc — Annual report and financial statements 2025 31
Portfolio Manager’s review
continued
32 Octopus Titan VCT plc — Annual report and financial statements 2025
Operating responsibly
Titan has a policy in place, set by theBoard, to make
sure Octopus Ventures considers responsibleinvestment
(RI) within investment decisions, including
environmental, social and governance risks.
Octopus Ventures is responsible for implementing
Titan’s RI policy. As the nature of responsible
investment and the wider business environment
evolves, the policy will be reviewed and, if necessary,
updated. The policy ensures Octopus Ventures follows a
three-step approach to responsible investment.
Please view the Company’s RI policy here:
Octopus Titan VCT plc Responsible Investment Policy
Octopus is an accredited B Corp and signatory to the internationally
recognised Principles for Responsible Investment, demonstrating
their commitment to responsible investment and to creating a more
sustainable financial system.
The Directors consider responsible investment tobe important and believe portfolio companies
should implement a framework to support best practices, which in turn can help create
long-term value in the business.
This framework considers:
1. Materiality of risks to investments: the materiality of
sustainability issues inTitan’s underlying portfolio;
2. Mission: the mission of an investment; and
3. Responsibility: a portfolio company’s values, culture
and behaviour.
Operating
responsibly
framework
of risks to
investments
M
a
t
e
r
i
a
l
i
t
y
R
e
s
p
o
n
s
i
b
i
l
i
t
y
M
i
s
s
i
o
n
Octopus Titan VCT plc — Annual report and financial statements 2025 33
Operating responsibly
continued
Materiality of risks toinvestments
Environmental, social and governance risks of the
Company’s underlying portfolio are considered during
the investment process, and any sustainability issues
that could impact the financial performance of an
investment are identified. To do this, a proprietary
RI tool is used which utilises guidance from the
Sustainability Accounting Standards Board (SASB) to
help identify and manage anyissues.
Once identified, the investment team consider the
exposure to these risks and engage directly with the
portfolio companies to understand how appropriately
they are managing the risks. Given the nature of these
tech-enabled businesses, the most material risks
identified include data security, data privacy, and
recruiting and managing a global, diverse and skilled
workforce.
Mission
Titan’s mission is to invest in the people, ideas and
industries that will change the world. Whilst the
Company doesn’t target specific sustainability goals
or objectives, Octopus Investments tracks the number,
amount invested and value of companies in Titan’s
portfolio that are aligned with Octopus Investments’
three investment themes: building a sustainable planet,
revitalising healthcare and empowering people.
Responsibility
The Company does not invest in any business
whose activities or practices appear on the Octopus
Ventures’ Exclusion List, which includes sectors
such as tobacco, arms, fossil fuels, gambling and
deforestation.
The team endeavours to ensure that all portfolio
companies:
•
provide safe and healthy working conditions;
•
treat people fairly, irrespective of race, gender
identity, sexual orientation, nationality, disability,
political or religious beliefs;
•
do not accept bribes; and
•
uphold high standards of business integrity at all
times.
Octopus Investments has created a proprietary
Engagement Tool which is sent to all portfolio
companies to help the Octopus Ventures investment
team understand whether a portfolio company
considers its wider stakeholders (community,
customers, people, planet and shareholders) within
decision making, and provides tools and guidance to
help them adopt responsible practices.
The Octopus Ventures team also collect data on
diversity within the portfolio and actively work with
portfolio companies to support talent management,
recruitment and diversity.
Additionally, Octopus Ventures' People and Talent
team provides founders with access to support and
resources to build out best-in-class teams, including
policy guidance for parental leave policies, as well as
support sourcing and building diverse teams.
34 Octopus Titan VCT plc — Annual report and financial statements 2025
Climate-related risks and opportunities
Octopus Investments has chosen to continue evolving
its responsible investment disclosures in alignment
with industry recognised regulatory and reporting
frameworks, such as the Taskforce on Climate-related
Financial Disclosures
(
TCFD
)
. Importantly, due to its
structure, Titan is voluntarily disclosing this information,
as opposed to it being a mandated ‘in-scope’ fund.
In alignment with the spirit of the TCFD framework,
some initial disclosures have been outlined under the
categorisations below, but do not cover the full set
of requirements as per the TCFD framework. Future
changes are anticipated as regulatory and reporting
frameworks continue to evolve.
Governance
Octopus Investments
Sets and maintains Octopus’ RI
governance structure.
Octopus Ventures team
Accountable for the delivery
of the RI policies which
form part of the funds
they manage. Responsible
investment therefore forms
part of the investment
process.
Titan Board
Considers RI as an integrated
element of Titan’s investment
strategy, and oversight of
climate-related risks and
opportunities forms part of
the existing risk management
process. The Board sets this
approach through the Titan
RI policy.
Impact and Sustainability
consultancy firm
Works with Octopus Ventures to
implement responsible investment
processes, and provide training, tools
and support around disclosures and
reporting.
Octopus RI Committee
Comprised of senior stakeholders and
board representation from across
Octopus.
Provides RI oversight and makes sure
that appropriate action has been
taken to address any concerns within
the Octopus Ventures Investment
Committees.
Operating responsibly
continued
Octopus Titan VCT plc — Annual report and financial statements 2025 35
Operating responsibly
continued
Strategy
With the transition to a lower carbon economy, teams
are taking ‘transition climate risks’ and ‘physical climate
risks’ into consideration to understand what could
potentially be material to portfolio company financial
performance in the short, medium and long term, and
in both best (1.5ºC temperature change) and worst case
(4ºC temperature change) climate scenarios. Where
these risks are identified as being relevant to portfolio
companies they will be addressed, for example:
•
Energy management: future increases in energy
prices relating to carbon taxes, carbon pricing or
supply could impact costs and therefore profitability.
Recognising that every company can reduce their
energy usage, the Octopus Ventures team are working
with the portfolio companies to understand and
reduce carbonemissions.
Risk management
The investment team use guidance from the
Sustainability Accounting Standards Board (SASB)
to identify climate-related risks. Where potential
material climate-related risks have been identified, the
investment team assess how well the risk is managed by
the portfolio company. Where appropriate, this is raised
to the Investment Committee as part of the investment
process and is continually monitored.
Metrics and targets
Titan recognises the need to conduct its business,
including investment decisions, in a manner that is
responsible to the environment wherever possible. Titan
does not produce any reportable emissions as the fund
management is outsourced to Octopus, with no physical
assets or property held by Titan. As the Company has
no employees or operations, it is not responsible for any
direct emissions, but does report on financed emissions.
In 2021, Octopus set a 2040 Net Zero target, more of
which can be read about:
https://octopusgroup.com/net-zero-plan/
Titan invests in unquoted, early-stage businesses.
Incontrast to later-stage, quoted businesses, there
islimited readily available data on climate-related risks
and opportunities that impact the portfolio companies.
To understand the carbon emissions of the Titan
portfolio, the Octopus Ventures team have taken steps
to measure the portfolio companies’ Scope 1 and 2
greenhouse gases (GHG) emissions by providing them
with access to a carbon measurement tool that will
provide the companies with details of their carbon
footprint. Scope1emissions are those directly from
company-owned and controlled resources. Scope 2
emissions are indirect emissions from the generation
of purchased energy from a utility provider. Scope 3
emissions are the result of activities from assets not
owned or controlled by the reporting organisation,
but that the organisation indirectly affects in its value
chain. Whilst Octopus supports portfolio companies in
measuring some Scope 3 emissions, such as purchased
goods and services and business travel, this is an area
where it is looking to grow its capability to support the
portfolio companies that are looking to measure their
full scope.
Progress made:
The long-term goal is to reduce portfolio emissions to
minimise climate-related risks. Below is a breakdown of
GHG emissions reported and calculated on the carbon
monitoring tool provided by Octopus to the portfolio
companies.
GHG emissions in tonnes (tCO
2
e)
2025
(based on 2024
full year data)
2024
(based on 2023 full
year data)
Scope 1 and 2 995.84 783.21
In the reporting year, Octopus has expanded the
coverage of Scope 1 and Scope 2 greenhouse gas
emissions across the Titan VCT portfolio. In prior years,
emissions disclosures were based solely on data voluntarily
submitted by portfolio companies (57 companies in the
previous year). While this approach ensured accuracy for
those businesses, it did not fully represent emissions across
the broader portfolio.
To improve completeness and provide a more
representative view, Octopus has introduced a blended
methodology this year. This combines (i) actual emissions
data submitted directly by portfolio companies with (ii)full
time employee adjusted emissions for the companies
which submitted data in the prior year.
36 Octopus Titan VCT plc — Annual report and financial statements 2025
Operating responsibly
continued
This expanded coverage has led to an apparent increase
in reported Scope 1 and 2 emissions year-on-year.
However, this increase is primarily attributable to the
broader scope of reporting rather than a like-for-like rise in
emissions intensity across the portfolio.
Octopus believes this enhanced methodology provides
shareholders with a more transparent and comprehensive
understanding of the portfolio’s overall carbon footprint,
while continuing to encourage improved data quality and
participation from portfolio companies over time.
Human rights issues
The Board seeks to conduct Titan’s affairs responsibly.
The Company is required by company law to
provide details of employee, human rights, social
and community issues, including information about
any policies it has in relation to these matters and
the effectiveness of such policies. As an externally
managed investment company with no employees,
Titan VCT does not maintain specific policies inrelation
to these matters.
Whistleblowing
The Board considers, on an annual basis, the
arrangements implemented by Octopus to encourage
employees of the Portfolio Manager or the Company
Secretary to raise concerns in confidence, within their
organisation, about possible improprieties in matters of
financial reporting or other matters. The Whistleblowing
policy allows for any concerns to be raised via email or
telephone hotline. The Board is satisfied that adequate
arrangements are in place to allow an independent
investigation, and follow-on action where necessary,
totake place within the organisation.
Bribery Act
Octopus has introduced robust procedures, set out
in the Anti-Bribery policy, to ensure full compliance
with the Bribery Act 2010 and to make sure that the
highest standards of professional ethical conduct are
maintained. All employees and those working for, or on
behalf of, the firm are aware of their legal obligations
when conducting company business. This is done via
anonline learning platform with annual declarations.
Octopus Titan VCT plc — Annual report and financial statements 2025 37
Section 172 statement
This report sets out how the Directors have had regard
to promoting the success of Titan for the benefit of its
stakeholders as a whole, and in making their decisions
to have regard to, but not limited to, a list of six
factors contained within this section of the Companies
Act2006:
•
the likely consequence of any decision in the
longterm;
•
the interests of the Company’s employees;
•
the need to foster the Company’s business
relationships with suppliers, customers and others;
•
the impact of the Company’s operations on the
community and the environment;
•
the desirability of the Company maintaining a
reputation for high standards of business conduct;
and
•
the need to act fairly between members of the
Company.
Business strategy
The success of Titan is driven by its Investment policy
and liquidity strategy which is set out in the Business
Review on page 46. The Portfolio Manager prepares
a detailed cash flow which is approved by the Board
on an annual basis and reviewed regularly, and forms
the basis for Titan’s resource planning and deployment
decisions.
When considering business strategy, the Board also
considers other matters such as the interests of its
various stakeholders and the long‑term impact of its
actions on Titan’s future and reputation.
The Board
The Board adopts the 2024 AIC Code of Corporate
Governance which provides a framework for the
governance of investment companies such as Titan.
It is normal practice for Venture Capital Trusts to
delegate authority for day‑to‑day management of the
Company to a Portfolio Manager, and to outsource
administration, accounting and company secretarial
services. The Board then engages with the Portfolio
Manager in setting, approving and overseeing the
execution of the business strategy and related policies.
At every Board meeting, a review of financial and
operational performance, as well as legal and
regulatory compliance, is undertaken. The Board also
reviews other areas over the course of the financial
year, including Titan’s business strategy, key risks,
stakeholder‑related matters, diversity and inclusion,
environmental matters, corporate responsibility and
governance, compliance and legal matters. The Board
has set financial KPIs relating to portfolio performance.
The Board formally reviews the performance of the
Portfolio Manager, in relation to both investment and
non‑investment services, on a regular basis.
The Investment policy and investment process,
including the management of Conflicts of Interest
and the Allocations policy, have also been agreed and
documented and are approved periodically by the
Board.
Matters reserved for the Board include, but are not
limited to, all shareholder communication, the setting
of Investment policy, investment of cash reserves,
the raising of capital and the allotment and issue of
shares, the buyback of shares, Dividend policy, Director
appraisal and succession, financial reporting, RIS
announcements, compliance with UK Listing Rules and
FCA regulations.
Culture
The Board seeks to apply the Responsible Investment
principles adopted by Octopus Ventures and these
values help to define the culture and relationship with
the investment team. There are clear policies covering,
for instance, investment process and conflicts, laying
out a clear operating framework.
38 Octopus Titan VCT plc — Annual report and financial statements 2025
Section 172 statement
Business ethics and governance
The Board is responsible for ensuring that the activities
of Titan and its various investments are conducted in
compliance with the law and applicable governance
and regulatory regimes, and in adherence with
prevailing best practice for the relevant industry. This
includes reviewing internal controls, ensuring that
there is an appropriate balance of skills and experience
represented on the Board, and ensuring that the
financial statements give a true and fair view of the
state of affairs of Titan. Further detail can be found in
the Directors’ responsibilities statement on page 54.
In the year to 31 December 2025, no areas of concern
have been flagged in this regard.
Relations with key stakeholders
The requirement for Titan to consider the interests of
its key stakeholders is limited as it does not have any
employees. The Board considers Octopus to be its key
business partner as it has responsibility for the provision
of investment management, administration, custody
and company secretarial services.
As Titan is classified as a full‑scope Alternative
Investment Fund under the Alternative Investment
Fund Managers Directive (the ‘AIFM Directive’), it has
in place an agreement with Octopus AIF Management
Limited to act as Manager (an authorised alternative
investment fund manager responsible for ensuring
compliance with the AIFM Directive). Octopus AIF
Management Limited has in turn appointed Octopus
Investments Limited to act as Portfolio Manager to
Titan (responsible for portfolio management and
the day‑to‑day running of the Company). The AIF
Manager’s main focus is risk management and the
review of the valuation of Titan’s portfolio.
The Board works with Octopus in the selection of
third‑party providers such as the registrars, corporate
broker and VCT status adviser. Its selection is made
on the basis of quality of service, accuracy and price.
Any errors or delays reflect badly on Titan, but more
importantly can cause inconvenience, and potential
loss, for shareholders. The performance of third‑party
providers is reviewed at least annually.
continued
Octopus Titan VCT plc — Annual report and financial statements 2025 39
Section 172 statement
continued
Our key stakeholders
Shareholders
Why we engage
The Board recognises the critical importance of
open and timely communications with shareholders.
Theirsupport is fundamental to raising further capital
which is dependent on Titan’s performance and clear
reporting on portfolio progress. Shareholders are
encouraged to attend and vote at shareholder meetings
and to raise questions in relation to Titan’s progress.
How we engage
The annual and half‑yearly reports, prospectus and
other shareholder information are published on
octopustitanvct.com. Details of the portfolio, the
investment team and other insights are published on
octopusventures.com. Shareholder enquiries are
handled promptly by Octopus Investments. Shareholder
complaints data is reviewed periodically by the Board.
As part of the Strategic Review, the Board considered
the results of a shareholder and adviser survey to better
understand shareholder sentiment and to gauge interest
in potential future opportunities for Titan.
Portfolio companies
Why we engage
Titan’s performance and the performance of its
underlying portfolio companies are directly and
intrinsically linked. The Portfolio Manager monitors the
portfolio companies through a programme of regular
company meetings as part of its investment process.
How we engage
The Board has given Octopus discretionary authority
to vote on portfolio company resolutions on its behalf
as part of its approach to corporate governance, and
encourages it to do so. As part of the portfolio valuation
review, the Board is provided with sufficient information
and support to scrutinise the performance of the
portfolio companies.
Octopus and suppliers
Why we engage
Titan is reliant on Octopus as the key provider of investment
management and non‑investment services. In addition,
third party suppliers provide key services for Titan and
shareholders. Titan works with the third party suppliers to
make sure that it can provide an appropriate level of service
and regulatory compliance function. Titan is focused on
ensuring that we have the right suppliers and relationships
that can effectively deliver the right services for the business
in line with applicable laws, regulations and best practice.
How we engage
Titan engages with Octopus and its third‑party
suppliers on the basis of proven track record with
observance of minimum levels of performance,
ethics and governance in order to create value and
mitigate risk. Octopus attends all Board meetings
with regular updates on investment performance, risks
and non‑investment services activities as well as ad
hoc analysis as requested by the Board. A variety of
independent professional advisers are utilised by Titan
to help with certain activities, including regulatory and
legal compliance, for example, lawyers, tax advisers,
corporate brokers and auditors.
40 Octopus Titan VCT plc — Annual report and financial statements 2025
Section 172 statement
continued
Our key stakeholders
Community and environment
Why we engage
Titan aims to back pioneering entrepreneurs, leading
technology and tech‑enabled businesses, to shape the
world we live in. The Board considers it important that
Titan has a responsible approach to investing as set
out in the framework on page 32, taking account of
environmental, social and governance matters.
Titan’s investment operations create employment, aid
economic growth, generate tax revenues and produce
wealth, thus benefitting the community and economy
overall.
How we engage
The Board reviews Octopus Ventures’ diversity and talent
management processes and requires that Octopus collects
data on diversity within the portfolio and actively works with
our portfolio companies on an ongoing basis to support
their talent recruitment, retention and engagement, staff
well‑being and diversity policies and initiatives. A condition
of our investment is that the company must have in place a
Diversity and Inclusion policy, as well as an Anti‑Harassment
and Discrimination policy.
Apart from the Board’s recognition that the RI policy should
help to mitigate the impacts of climate change, the Board
has moved to a largely digital operation over the past three
years and utilises conferencing platforms where appropriate.
Government and regulators
Why we engage
Good governance and compliance with applicable
regulations is vital in ensuring the continued success of
Titan and the regimes within which it operates.
Octopus, on behalf of the Board, actively engages with
HMRC and HMT to seek changes in VCT legislation,
lobbying the government to highlight the economic
benefits of VCTs.
How we engage
The Board encourages openness and transparency and
promotes proactive compliance with new regulation.
Titan, through its Portfolio Manager, engages with
government and regulatory bodies at regular intervals
as well as participating in focus groups and research
with industry bodies.
Government and regulatory policy informs strategic
decision‑making at Board level with consideration given
to the impact Titan has on the sector.
Key decisions and actions during the year which have required the Directors to consider applicable Section 172 factors include:
Long-term strategy
S172 matters/stakeholders
considered:
(
a
)
(
b
)
(
d
)
(
f
)
The outcome of the Strategic Review included a revised strategy, Investment policy and restructuring arrangements with
Octopus with the objectives of: seeking to maximise the value of, and improve realisations from, the existing investment
portfolio; delivering improved investment performance from future new investments; and better aligning the average hold
period of future investments with the requirement to generate cash flow to support dividends and Share buybacks.
The Company formally entered a Transition Period during which the portfolio first strategy will continue. During this period,
the Board will closely monitor the performance of the portfolio against a set of agreed additional performance guardrails.
Further information can be found on pages 2 and 3.
Communication with shareholders
S172 matters/stakeholders
considered:
(
a
)
(
b
)
(
e
)
(
f
)
The annual and half‑yearly reports, prospectus and other shareholder information are published on octopustitanvct.com.
Details of the portfolio, the investment team and other insights are published on octopusventures.com.
AGMs are held in person and shareholders are encouraged to attend. Titan also held an in person General Meeting in October
2025 when the Company's revised Investment Policy was approved.
Shareholder enquiries are handled promptly by Octopus Investments. Shareholder complaints data is reviewed periodically by
the Board.
In December 2024, Octopus, on behalf of the Board, facilitated a shareholder and adviser survey, the results of which were
considered in Q1 2025 as part of the Strategic Review. A similar survey will be undertaken after the 2025 annual results are
announced.
Reviewing the Conflicts of Interest
and Fund Allocation policies
S172 matters/stakeholders
considered:
(
a
)
(
b
)
(
c
)
(
d
)
(
f
)
There is an external review, conducted periodically by an external third party, of the Octopus Conflicts of Interest framework.
This was introduced in 2021 following the decision by Octopus to launch new products which may co‑invest with Titan. Grant
Thornton completed the review in 2024. During the year, the Board determined that there be another review in 2026, Grant
Thornton have been engaged again to complete this. The Board continue to engage with Octopus on this matter with a
regular review of the Allocations policy.
Key – Section 172 matters considered
(
a
)
The likely consequence of any decision in the long term.
(
b
)
The interests of Titan’s shareholders.
(
c
)
The need to act fairly between portfolio companies.
(
d
)
The need to foster Titan’s relationships with government and regulators.
(
e
)
The impact of Titan’s operations on the community and the environment.
(
f
)
The desirability of Titan maintaining a reputation for high standards of business conduct.
Octopus Titan VCT plc — Annual report and financial statements 2025 41
Section 172 statement
continued
The impact of key decisions on stakeholders in 2025
42 Octopus Titan VCT plc — Annual report and financial statements 2025
Risks and risk management
Emerging and principal risks, and risk
management
Emerging risks
The Board has considered emerging risks. The Board
seeks to mitigate emerging risks and those noted below
by setting policy, regular review of performance and
monitoring progress and compliance. In the mitigation
and management of these risks, the Board applies the
principles detailed in the Financial Reporting Council’s
Guidance on Risk Management, Internal Control and
Related Financial and Business Reporting.
The following are some of the potential emerging
risks that management and the Board are currently
monitoring:
•
adverse changes in a global macroeconomic
environment;
•
the rapid development of artificial intelligence;
•
challenging market conditions for private company
fundraising and exits;
•
geo‑political instability; and
•
climate change.
Risk Mitigation Change
1
Investment performance:
The focus of Titan’s investments is into unquoted,
small and medium‑sized VCT qualifying
companies which, by their nature, entail a
higher level of risk and shorter cash runway than
investments in larger quoted companies.
Octopus has significant experience of investing in early‑stage unquoted
companies, and appropriate due diligence is undertaken on every new
investment. A member of the Octopus Ventures team is appointed to the
board of a portfolio company using a risk‑based approach, considering the
size of the company within the Titan portfolio and the engagement levels of
other investors. Regular board reports are prepared by the portfolio company’s
management and examined by the Manager. This arrangement, in conjunction
with its Portfolio Talent team’s active involvement, allows Titan to play a
prominent role when necessary in a portfolio company’s ongoing development
and strategy. The overall risk in the portfolio is mitigated by maintaining a wide
spread of holdings in terms of financing stage, age, industry sector and business
model. The Board reviews the investment portfolio with the Portfolio Manager
on a regular basis. The Board and Octopus agreed a new fee structure as part of
the IMNISA, as detailed in Note 19 on page 97.
Risk exposures continue to
increase due to the difficult macro
environment and challenging
trading conditions for some
portfolio companies continuing.
The Board assesses the risks faced by Titan and, as a board, reviews the mitigating controls and
actions, and monitors the effectiveness of these controls and actions.
Principal risks
1. Since 31 December 2024,
=
indicates no change , indicates an increase and indicates a decrease.
Octopus Titan VCT plc — Annual report and financial statements 2025 43
Risks and risk management
Risk Mitigation Change
1
VCT qualifying status:
Titan is required at all times to observe the
conditions for the maintenance of approved
VCT status. The loss of such approval could lead
to Titan and its investors losing access to the
various tax benefits associated with VCT status
and investment.
Octopus tracks Titan’s qualifying status regularly throughout the year, and
reviews this at key points including investment realisation. This status is reported
to the Board at each Board meeting. The Board has also engaged external
independent advisers to undertake an independent VCT status monitoring role.
Risk exposures reflected in the
previous period are slightly
heightened due to the portfolio
composition and Titan not making
new investments. VCT status
monitoring by independent advisers
continues to reduce the risk of an
issue causing a loss of VCT status.
=
Loss of key people:
The loss of key investment staff by the Portfolio
Manager could lead to poor fund management
and/or performance due to lack of continuity or
understanding of Titan.
The Portfolio Manager has a broad team, experienced in and focused on
early‑stage investing and portfolio company management. Various mitigants
exist to assist in managing key person risk. These include frameworks
that review succession, remuneration and career progression. Workforce
planning is continuous and reviews skillsets and team structures. We have
bolstered our team with additional hires focused on portfolio optimisation,
who bring complementary skill sets specifically chosen to deliver on our
goals of supporting existing portfolio companies, strengthening operational
performance, and progressing liquidity events. To reduce the exposure further,
the core team is also supplemented by part‑time venture partners with sector or
functional specialism.
The increased exposures reflected
in the previous period remain due to
the loss of the lead fund manager
and other leadership positions at
the Portfolio Manager. The absence
of a performance fee and lack of
new investments or deal‑making
opportunities compared to previous
periods are also factors.
Operational:
The Board is reliant on the Portfolio Manager to
manage investments effectively, and manage the
services of a number of third parties, in particular
the registrar, depositary and tax advisers.
Afailure of the systems or controls at Octopus or
third‑party providers could lead to an inability to
provide accurate reporting and accounting and to
ensure adherence to VCT rules.
The Board reviews the system of internal controls, both financial and
non‑financial, operated by Octopus (to the extent the latter are relevant
to Titan’s internal controls). These include controls designed to make sure
that Titan’s assets are safeguarded and that proper accounting records are
maintained.
No overall change in risk exposure
on balance.
=
continued
1. Since 31 December 2024,
=
indicates no change , indicates an increase and indicates a decrease.
44 Octopus Titan VCT plc — Annual report and financial statements 2025
Risk Mitigation Change
1
Information security:
A loss of key data could result in a data breach
and fines. The Board is reliant on Octopus and
third parties to take appropriate measures
to prevent a loss of confidential customer
information.
Annual due diligence is conducted on third parties which includes a review of
their controls for information security. Octopus has a dedicated information
security team and a third party is engaged to provide continual protection in
this area. A security framework is in place to help prevent malicious events.
No overall change on balance,
although cyber threat remains
a significant risk area faced
by all service providers. The
appropriateness of mitigants in
place are continuously reassessed to
adapt to new risk exposures, such as
those posed by artificial intelligence
which both increases threat levels,
but also enables mitigants to be
more effective.
=
Economic:
Events such as an economic recession and
movement in interest rates could adversely
affect some smaller companies’ valuations,
as they may be more vulnerable to changes in
trading conditions or the sectors in which they
operate. This could result in a reduction in the
value of Titan’s assets.
Titan invests in a diverse portfolio of companies, across a range of sectors,
which helps to mitigate against the impact on any one sector. Titan also
maintains adequate liquidity to make sure it can continue to provide follow‑on
investment to those portfolio companies which require it and which is supported
by the individual investment case.
Increased exposures reflected
in the previous periods remain
and have heightened further as
economic uncertainty persists
through high inflation, high
interest rates and other economic
factors.
Legislative:
A change to the VCT regulations could adversely
impact Titan by restricting the companies Titan
can invest in under its current strategy. Similarly,
changes to VCT tax reliefs for investors could make
VCTs less attractive and impact Titan’s ability to
raise further funds.
The Portfolio Manager engages with HM Treasury and industry bodies to
demonstrate the positive benefits of VCTs in terms of growing early‑stage
companies, creating jobs and increasing tax revenue, and to help shape any
change to VCT legislation.
Risk exposure has increased.
Planned reductions in income‑tax
relief for VCT investments (from
30% to 20% in April 2026) introduce
additional uncertainty regarding
future investor behaviour and
fundraising capacity. Thefull
impact of these changes is
currently uncertain. There will
also be a progressive increase
in risk exposures over time until
the planned sunset clause expiry
in2035.
Risks and risk management
continued
1. Since 31 December 2024,
=
indicates no change , indicates an increase and indicates a decrease.
Octopus Titan VCT plc — Annual report and financial statements 2025 45
Risk Mitigation Change
1
Liquidity:
The risk that Titan’s available cash will not be
sufficient to meet its financial obligations. Titan
invests in smaller unquoted companies, which
are inherently illiquid as there is no readily
available market for these shares. Therefore,
these may be difficult to realise for their fair
market value at short notice.
Titan’s liquidity risk is managed on a continuing basis by Octopus in
accordance with policies and procedures agreed by the Board. Titan’s overall
liquidity risks are monitored on a quarterly basis by the Board, with frequent
budgeting and close monitoring of available cash resources. Titan maintains
sufficient investments in cash and readily realisable securities to meet its
financial obligations. At 31 December 2025, these investments were valued at
£153,633,000 (2024: £183,770,000), which represents 21% (2024: 22%) of the net
assets of Titan. The Board also reviews the cash runway in the portfolio.
Risk exposure has continued to
increase, reflecting economic
uncertainty, the impact on
fundraising and the risk of failing
to exit portfolio companies.
Valuation:
The portfolio investments are valued in
accordance with International Private Equity
and Venture Capital (IPEV) valuation guidelines.
This means companies are valued at fair value.
As the portfolio comprises smaller unquoted
companies, establishing fair value can be difficult
due to the lack of a readily available market for
the shares of such companies and the potentially
limited number of external reference points.
Valuations of portfolio companies are performed by appropriately experienced
staff, with detailed knowledge of both the portfolio company and the market
it operates in. These valuations are then subject to review and approval by the
Octopus Valuation Committee, comprised of staff who are independent of
Octopus Ventures with relevant knowledge of unquoted company valuations,
aswell as Titan’s Board of Directors.
Risk exposure remains unchanged
from the previous period due
to economic uncertainty within
valuation modelling.
=
Foreign currency exposure:
Investments held and revenues generated in
other currencies may not generate the expected
level of returns due to changes in foreign
exchange rates.
Octopus and the Board regularly review the exposure to foreign currency
movement to make sure the level of risk is appropriately managed. Investments
are primarily made in GBP, EUR and USD so exposure is limited to a small
number of currencies. On realisation of investments held in foreign currencies,
cash is converted to GBP shortly after receiving the proceeds to limit the
amount of time exposed to foreign currency fluctuations.
Risk exposure has increased since
the previous period. Inherent
risk exposure increases are not
mitigated given the inability to
hedge and the fact there is no
current expectation to change.
Risks and risk management
continued
1. Since 31 December 2024,
=
indicates no change , indicates an increase and indicates a decrease.
46 Octopus Titan VCT plc — Annual report and financial statements 2025
Business review
Investment policy
A revised investment policy was approved by shareholders
at a General Meeting held on 14 October 2025.
Subject to having sufficient capital available to invest,
Titan’s focus is on providing early stage, development
and expansion funding to unquoted companies. The
Company typically makes an initial investment of
£2million to £10 million as well as making further
follow‑on investments into existing portfolio companies.
However, there may be times where the Company
prioritises its capital towards its existing portfolio
companies through predominantly making follow‑on
investments rather than adding new investments to the
portfolio. The intention is to hold a portfolio of largely
unquoted technology and tech‑enabled companies.
No material changes may be made to Titan’s Investment
policy without the prior approval of shareholders by
the passing of an Ordinary Resolution. The Directors
continually monitor the investment process and secure
compliance with the Investment policy.
The Directors control the overall risk of the portfolio
by ensuring that Titan has exposure to a diversified
range of portfolio companies from technology and
tech‑enabled sectors. Concentration risk is mitigated
by ensuring that at the point of investment no
more than 15% of Titan by value will be in any one
investment. Any borrowing by Titan for the purposes of
making investments will be in accordance with Titan’s
Articles of Association.
The investment profile is expected to be:
•
80‑90% in VCT qualifying investments, primarily in
unquoted companies; and
•
10‑20% in non‑VCT qualifying investments or cash.
Non-VCT qualifying investments
An active approach is taken to manage any cash
held, prior to investing in VCT qualifying companies.
After the Directors are sure that Titan satisfies all VCT
qualification targets required by HMRC, the majority of
the remaining cash will be invested in accordance with
HMRC rules for non‑qualifying investments. Currently,
this includes Undertakings for Collective Investments
in Transferable Securities (UCITS), corporate bonds or
other money market funds.
VCT qualifying investments
Investment decisions made must adhere to HMRC’s
VCT qualification rules at the point of initial and/or
follow on investment. In addition to adhering to the VCT
rules, when contemplating a prospective investment in
a company, particular consideration is given to:
•
the strength of the management team;
•
large, typically global, addressable markets;
•
the portfolio company’s ability to sustain a
competitive advantage;
•
the existence of proprietary technology;
•
visibility over future revenues and recurring income;
and
•
the company’s prospects of being sold or floated in
the future, at an appropriate multiple on the initial
cost of investment.
A review of the investment portfolio and of market
conditions during the period is included in the Chair’s
Statement and Portfolio Manager’s Review which
form part of the Strategic Report on pages 2 and 20
respectively.
Liquidity strategy
The Board’s strategy is to maintain an appropriate level
of liquidity on the balance sheet to continue to achieve
the following five targets:
•
to support further investment in existing portfolio
companies if required;
•
to take advantage of new investment opportunities as
they arise;
•
to cover the running costs of Titan as they fall due;
•
to support a consistent dividend flow; and
•
to assist liquidity in the shares through the buyback
facility.
Liquidity in Titan is primarily driven by profitable exits
and fundraising activities. Liquidity is considered in
detail as part of the Board’s review of viability and
going concern as detailed on page 52, along with
various other factors.
VCT regulation
Compliance with the required VCT rules and regulations
is considered when all investment decisions are made.
Internally, this is measured on a continuous basis and
reviewed by Shoosmiths LLP every six months, who
perform a comprehensive validation exercise. One of
the primary purposes of the Investment policy is to
make sure Titan continues to qualify and is approved as
a VCT by HMRC. The main criteria to which Titan must
adhere are detailed on page 106.
Titan will continue to ensure its compliance with the
qualification requirements.
Octopus Titan VCT plc — Annual report and financial statements 2025 47
Business review
Titan performance
The Board is responsible for Titan’s investment strategy
and performance, although the management of the
investment portfolio is delegated to Octopus through
the Investment Management and Non‑Investment
Services Agreement, as referred to in the Directors’
Report on page 64.
The graph compares the NAV total return (gross
dividends reinvested) of Titan over the period from
October 2007 to December2025 with the total return
from a notional investment in the FTSE Small‑Cap Index
over the same period (all rebased to 100p). This index
is considered to be the most appropriate broad equity
market index for comparative purposes, given the
nature of the underlying investments. The Board wishes
to point out that VCTs are not able to make qualifying
investments in companies quoted on the Main Market
in their observance of the HMRC rules.
Titan will continue to ensure its compliance with the
qualification requirements.
The Strategic Report was approved on behalf of the
Board by:
Tom Leader
Chair
28 April 2026
AIC methodology: The NAV total return to the investor, including the original amount invested (rebased to 100p)
from launch, assuming that dividends paid were reinvested at the NAV of Titan at the time the shares were quoted
ex‑dividend. Transaction costs are not taken into account.
The loss per share for the year ended 31 December 2025 is 5.5p (2024: loss of 9.0p per share). Further details can be
found in the earnings per share Note 8 of the financial statements on page 86.
Net asset value and total return since launch against the FTSE Small-Cap Index total return
1
NAV total return (gross dividend reinvested) plus 30% upfront income tax relief rebased to 100p at launch
2
NAV total return (gross dividend reinvested) rebased to 100p at launch
2
FTSE Small-Cap total return rebased to 100p at launch
2
Total return (p)
Oct 07
Oct 08
Apr 08
Apr 09
Oct 09
Apr 10
Oct 10
Oct 11
Apr 11
Apr 12
Oct 12
Oct 14
Oct 13
Oct 15
Dec 22
Apr 13
Apr 14
Apr 15
Apr 16
Oct 16
Apr 17
Oct 17
Apr 18
Oct 18
Apr 19
Dec 19
Jun 20
Dec 20
Jun 21
Dec 21
Jun 22
Dec 25
Jun 25
Dec 23
Jun 23
0
50
100
150
200
250
300
350
Dec 24
Jun 24
1. Total return is an alternative performance measure calculated as movement in NAV per share in the period plus dividends paid in the
period, divided by the NAV per share at the beginning of the period.
2. Based on notional investment on 31 October 2007.
continued
Governance
Board of Directors 49
Corporate governance report 51
Leadership and purpose 53
Division of responsibilities 54
Composition, succession and evaluation 55
Audit, risk and internal control 57
Management Engagement Committee 60
Directors' remuneration report 61
Directors’ report 64
Octopus Titan VCT plc — Annual report and financial statements 2025 49
Board of Directors
Tom Leader
Non-Executive Chair
Tom has over 30 years’ private equity experience. He
is currently Head of Caledonia Private Capital (part
of Caledonia Investments plc). Before Caledonia, Tom
worked at Nova Capital Management, Baring Private
Equity Partners and Morgan Grenfell Private Equity.
Tom started his career in the management consultancy
practice of Coopers & Lybrand. Tom is a Non‑Executive
Director of Stonehage Fleming Family & Partners
Limited and Non‑Executive Chair of Penox Group
GmbH.
Julie Nahid Rahman
Non-Executive Director
Julie is currently an external advisor to McKinsey’s life
sciences and healthcare private capital practices. She
brings over 25 years of experience across a diverse mix
of industries from top tier global firms including private
equity, executive search and strategy consulting. Julie
was previously a member of the European healthcare
practice at Spencer Stuart leading senior executive and
board appointments for life sciences companies and
healthcare funds. Prior to executive search, she spent
a decade as an investor at Visium Healthcare Partners
and Paul Capital Healthcare providing creative growth
capital to life sciences companies. Julie began her
career as a strategy consultant with Bain & Company,
advising healthcare and private equity clients.
Julie holds an MBA from Harvard Business School
and graduated from the Massachusetts Institute of
Technology with her MSc in materials science (MIT
Langer Lab) and her BSc in chemical engineering.
Key:
A
Audit Committee
N
Nomination and Remuneration Committee
M
Management Engagement Committee Independent
Chair
Gaenor Bagley
Non-Executive Director
Following a 30‑year career in professional services, where
she held a variety of leadership positions including at
board level, Gaenor now has a portfolio of non‑executive
director roles. Her other current roles include:
Non‑Executive Director, Chair of Audit Committee and
Chair of Remuneration Committee, Zopa Bank Limited;
Non‑Executive Director, National Audit Office; Chair, The
Kemnal Academies Trust; external member of Council and
Chair of Remuneration Committee, Cambridge University.
The majority of Gaenor’s professional career has been as
a M&A tax adviser with PwC as part of the tax practice. In
2011 she was appointed to the executive board of PwC UK
to be Head of People, with responsibilities for developing
the firm’s People and Corporate Social Responsibility
strategy. Alongside this role she was the Global Head
of Learning and Development, responsible for the
development strategy for the PwC network firms. From
July 2016 until her retirement in December 2017, Gaenor
was Head of Corporate Purpose at PwC UK, leading on
PwC’s Corporate Social Responsibility agenda.
A
N
M
A
N
M
A
N
M
50 Octopus Titan VCT plc — Annual report and financial statements 2025
Board of Directors
continued
Key:
A
Audit Committee
N
Nomination and Remuneration Committee
M
Management Engagement Committee Independent
Chair
Lord Rockley
Non-Executive Director
Anthony is a qualified chartered accountant and
former partner at KPMG. He joined KPMG in 1983 and
held various positions throughout his career, most
notably within the banking sector and latterly as the
lead audit partner in KPMG’s Private Equity Group
(PEG) which he was instrumental in establishing.
Heled PEG Audit until his retirement as a partner in
2015. Anthony was a member of the British Venture
Capital Association working party and was key in the
development of the first valuation guidelines for the
industry. He was also a member of the International
Private Equity and Venture Capital Guidelines Board
between 2005 and 2014.
He has an MA in Natural Sciences from Cambridge
University.
A
N
M
Rupert Dickinson
Non-Executive Director
Rupert has over 20 years’ experience in the wealth and
investment management industries. He qualified as
a chartered accountant before spending the majority
of his executive career with Barclays. He was initially
Chief Operating Officer and then Chief Executive of
Barclays Stockbrokers before becoming a member of
the Wealth Division's Executive Committee.
Rupert is currently the Non‑Executive Chairman of
Sparrows Capital, Non‑Executive Chairman of Killik &
Co, and the Chair of the Audit and Risk Committee and
Non‑Executive Director of Schroders Personal Wealth.
Rupert is a member of The Institute of Chartered
Accountants of Scotland, with an LLB (Hons) degree in
Law and Forensic Medicine and over 15 years serving
on twelve Boards as an Executive Director and eight
Boards as a Non‑Executive Director.
A
N
M
Octopus Titan VCT plc — Annual report and financial statements 2025 51
Corporate governance report
The Association of Investment Companies Code of
Corporate Governance (the ‘AIC Code’), issued by
the AIC in August 2024, addresses the principles and
provisions set out in the UK Corporate Governance
Code (the ‘UK Code’), issued by the Financial Report
Council (FRC) in January 2024, as well as setting out
additional provisions on issues that are of specific
relevance to Titan. The AIC Code applies to accounting
periods beginning on or after 1 January 2025, with the
exception of new Provision 34. This new provision is
applicable for accounting periods beginning on or after
1 January 2026. The FRC has confirmed that members
of the AIC, who report against the AIC Code, will be
meeting their obligations in relation to the UK Code
and the associated disclosure requirements under
paragraph 6.6.6 of the UK Listing Rules. The AIC Code
is available on the AIC’s website www.theaic.co.uk. It
includes an explanation of how the AIC Code adapts
the principles and provisions set out in the UK Code to
make them relevant for investment companies.
Corporate governance within the closed‑ended
investment company industry differs from that of other
companies. In addition, VCTs differ from most other
investment companies in that they have, developed
over many years, a complex range of additional legal,
tax and regulatory requirements.
Titan, as a VCT and closed‑ended investment company,
has particular factors which have an impact on its
governance arrangements. Titan:
•
outsources all day‑to‑day activities (such as portfolio
management, administration, accounting, custody
and company secretarial). This means that it is
governed entirely by a Board of Non‑Executive
Directors. In these circumstances, the proper oversight
of these relationships is the key aspect of achieving
good corporate governance;
•
does not have executive directors or employees. As a
consequence, the only ‘corporate memory’ is that of
the Non‑Executive Directors; and
•
does not have customers, only shareholders.
The AIC Code deals with matters such as the
relationship with the manager and other service
providers.
In practice, most of the time spent by the board of a
well‑functioning investment company should be spent
on matters of general corporate governance (e.g. the
investment strategy, policy and performance), which
applies to Titan.
Titan is committed to maintaining high standards in
corporate governance. With the exception of the items
outlined below, the Directors consider that Titan has,
throughout the year under review, complied with the
provisions set out in the AIC Code:
•
Titan does not have a Senior Independent Director,
this is not considered necessary;
•
the Chair is a member of the Audit Committee,
having been Chair of the Audit Committee until June
2022. The Directors believe this is appropriate to
benefit from his skills and knowledge; and
•
Titan has no major shareholders, so shareholders
are not given the opportunity to meet any
Non‑Executive Directors at a specific meeting other
than the AGM, or other designated shareholder
events, but are welcome to contact the Board or
Octopus at any time.
The Board of Directors has considered the principles and recommendations of the Association of
Investment Companies Code of Corporate Governance.
52 Octopus Titan VCT plc — Annual report and financial statements 2025
Corporate governance report
Viability statement
In accordance with the FRC UK Corporate Governance
Code published in 2024 and provision 36 of the AIC Code
of Corporate Governance, the Directors have assessed
the prospects of Titan over a period of five years,
consistent with the expected investment hold period of a
VCT investor. Under VCT rules, subscribing investors are
required to hold their investment for a five‑year period
in order to benefit from the associated tax reliefs. The
Board regularly considers strategy, including investor
demand for Titan’s shares, and a five‑year period is
considered to be a reasonable time horizon for this.
The Board carried out a robust assessment of the
emerging and principal risks facing Titan and its current
position, including risks which may adversely impact
its business model, future performance, solvency or
liquidity, and focused on the major factors which affect
the economic, regulatory and political environment.
Particular consideration was given to Titan’s reliance
on, and close working relationship with, the Portfolio
Manager. The principal risks faced by Titan and the
procedures in place to monitor and mitigate them are
set out on pages 42 to 45.
The Board has carried out robust stress testing of cash
flows which included assessing the resilience of portfolio
companies, including the requirement for any future
financial support and the ability to pay dividends, and
buybacks.
The Board has additionally considered the ability of
Titan to comply with the ongoing conditions to make
sure it maintains its VCT qualifying status under its
current Investment policy.
Based on this assessment the Board confirms that it
has a reasonable expectation that Titan will be able to
continue in operation and meet its liabilities as they fall
due over the five‑year period to 31 December 2030. The
Board is mindful of the ongoing risks and will continue
to make sure that appropriate safeguards are in place,
in addition to monitoring the cash flow forecasts to
ensure Titan has sufficient liquidity.
Going concern
Titan’s business activities, together with the factors
likely to affect its future development, performance
and position, are set out in the Strategic Report. Further
details on the management of financial risk may be
found in Note 16 to the financial statements.
The Board receives regular reports from Octopus, and
the Directors believe that Titan has adequate financial
resources to continue in operational existence for a
period of at least twelve months from the date of the
signing of these financial statements. In reaching this
conclusion, the Directors have considered the liquid
assets of Titan and its ability to meet its obligations
as they fall due, including performing stress tests to
confirm that Titan has sufficient capital and liquidity
to continue its operations effectively. As no material
uncertainties leading to significant doubt about going
concern have been identified, and taking into account
all available information about Titan, the Directors
believe that it is appropriate to continue to adopt the
going concern basis of accounting in preparing the
financial statements.
continued
Board leadership and purpose
The Board is responsible for leading the business in the
way which it believes is most likely to lead to long‑term
sustainable success. This includes effective engagement
with our stakeholders.
Read more on page 53
Division of responsibilities
As all day‑to‑day activities are outsourced, the Board
ensures proper oversight in order to achieve good
corporate governance.
Read more on page 54
Composition, succession and evaluation
The Board makes sure it is balanced with the appropriate
skills and maintains a succession plan. Its performance
and composition are considered annually.
Read more on page 55
Audit, risk and internal control
Titan’s strategy is determined by the Board, taking
account of the need to avoid unnecessary or
unacceptable risks. The Audit Committee is appointed to
oversee this process on behalf of the Board.
Read more on page 57
Remuneration
The Board comprises Non‑Executive Directors only, who
receive fees which are subject to periodic review. No
element of their remuneration is performance related.
Read more on page 61
Octopus Titan VCT plc — Annual report and financial statements 2025 53
Leadership and purpose
Board of Directors
Titan currently has a Board of five Non‑Executive
Directors, all of whom are considered to be
independent. Jane O’Riordan stepped down as a Non‑
Executive Director on 4 December 2025.
The Board meets regularly, at least six times a year,
and on other occasions as required, to review the
investment performance and monitor compliance with
the Investment policy laid down by the Board as set out
in the Business Review on page 46.
The Board has a formal schedule of matters specifically
reserved for its decision which include:
•
the consideration and approval of future
developments or changes to the Investment policy,
including risk and asset allocation;
•
consideration of corporate strategy;
•
approval of the appropriate dividend to be paid to the
shareholders;
•
approval of the annual report and the unaudited
half‑yearly report;
•
the appointment, evaluation, removal and
remuneration of Octopus;
•
the performance of Titan, including monitoring of the
discount of the NAV to the share price; and
•
monitoring shareholder profiles and considering
shareholder communications.
The Chair leads the Board in the determination of its
strategy and in the achievement of its objectives. The
Chair is responsible for organising the business of the
Board, ensuring its effectiveness and setting its agenda,
and has no involvement in the day‑to‑day business
of Titan. He facilitates the effective contribution
of the Directors and makes sure that they receive
accurate, timely and clear information and that they
communicate effectively with shareholders.
The company secretarial function is discharged by
Octopus Company Secretarial Services Limited, which
is responsible for advising the Board, through the Chair,
on all governance matters. All of the Directors have
access to the advice and services of the Company
Secretary, who has administrative responsibility for the
meetings of the Board and its committees.
Directors may also take independent professional
advice at Titan’s expense where necessary in the
performance of their duties. The Board does not
consider it necessary for the size of the Board or
Titan to identify a member of the Board as the senior
Non‑Executive Director.
Titan’s Articles of Association and the schedule of
matters reserved to the Board for decision provide
that the appointment and removal of the Company
Secretary is a matter for the full Board.
During the year, the Board convened more frequently
than in prior years. This reflected the additional
oversight and engagement required in connection with
the Company’s Strategic Review, which concluded in
September 2025. The Board now expects to return to its
standard meeting cadence.
During the period the following meetings were held:
Board meeting
attendance
Audit Committee
meeting attendance
Nomination and
Remuneration Committee
meeting attendance
Management
Engagement Committee
meeting attendance
Jane O’Riordan
10/12 3/4 1/1 2/2
Tom Leader
12/12 4/4 1/1 2/2
Lord Rockley
12/12 4/4 1/1 2/2
Gaenor Bagley
12/12 3/4 1/1 2/2
Julie Nahid Rahman
12/12 4/4 1/1 2/2
Rupert Dickinson
12/12 4/4 1/1 2/2
54 Octopus Titan VCT plc — Annual report and financial statements 2025
Division of responsibilities
Board committees
The Board has appointed three committees to make
recommendations to the Board in specific areas:
The Audit Committee is responsible for the
appropriateness of Titan’s financial reporting, the
performance of the auditor and the management
of the internal control and business risk systems. All
Directors are members of the Audit Committee which
is chaired by Lord Rockley. The Audit Committee
believes that Lord Rockley possesses appropriate and
relevant financial experience. The Board considers that
the members of the Committee are independent and
collectively have the skills and experience required to
discharge their duties effectively. The Audit Committee
Report is given on pages 57 to 59.
The Management Engagement Committee assists
the Board in evaluating the performance of the
Portfolio Manager and other third‑party service
providers engaged by the Company. The Management
Engagement Committee is chaired by Gaenor Bagley
and comprises all Directors.
The Nomination and Remuneration Committee,
comprising all Directors and chaired by Julie Nahid
Rahman, considers the selection and appointment of
Directors to the Board and its committees. Tom Leader
chaired the committee until 4 December 2025. It is
considered appropriate that all Directors are members
of the Committee, given the size of the Board and
the independence of its members. The Committee
considers composition and succession, appointing new
members on merit, measured against objective criteria
with due regard for the benefits of gender and diversity.
The Committee also has responsibility for setting the
Remuneration policy for the Non‑Executive Directors.
Detailed information relating to the remuneration of
Directors is given in the Directors’ Remuneration Report
on pages 61 to 63.
Key Board activities and decisions during
theyear
Review of strategy
In September 2024, the Board, in conjunction with
Octopus, initiated a review of Titan’s strategy due to
the ongoing challenges in the early‑stage venture
market to which the Company is exposed, and the
resultant performance issues faced. Details on the
background and areas of focus for the review, as well
as the full conclusion, were shared in a Shareholder
Circular on 12 September 2025 and can be found on:
octopusinvestments.com/titan-circular. This set
out the background, process and conclusions of this
important exercise. Further details of the review can be
found on pages 2 and 3.
Shareholder survey
In December 2024, a shareholder survey was issued
to Titan’s investor and adviser base to try to better
understand investors priorities, areas of concern and
potential opportunities which may be of interest.
We were pleased to see significant engagement,
having received over 3,000 responses from investors
and advisers. The results emphasise that the greatest
areas of dissatisfaction are around past performance
and the capital growth opportunity. Octopus and the
Board share investors’ frustration with the recent poor
performance.
A shareholder survey will be issued to Titan’s investors
and advisers in 2026.
Octopus Titan VCT plc — Annual report and financial statements 2025 55
Composition, succession and evaluation
Titan’s Articles of Association require that one‑third of
Directors should retire by rotation each year and seek
re‑election at the AGM, and that Directors appointed
by the Board should seek election at the next AGM.
The Board have agreed that all Directors will stand for
annual re‑election going forward.
The Director rotation for re‑election is as follows:
Date of original
appointment
Date of last
election
/re‑election
Due date for
re‑election
Tom Leader 08/08/2018 AGM 2024 AGM 2026
Lord Rockley 08/04/2021 AGM 2025 AGM 2026
Gaenor Bagley 07/06/2021 AGM 2024 AGM 2026
Julie Nahid Rahman 01/08/2023 AGM 2024 AGM 2026
Rupert Dickinson 01/05/2024 AGM 2024 AGM 2026
Board succession
The Directors recognise the importance of ensuring the
Board remains independent, and collectively has sufficient
breadth of experience and expertise to appropriately
represent Titan’s shareholders’ best interests, particularly
given the continued growth in complexity of Titan.
Appointment and replacement of Directors
A person may be appointed as a Director of Titan by
the shareholders in a general meeting by Ordinary
Resolution (requiring a simple majority of the persons
voting on the relevant resolution) or by the Directors.
No person, other than a Director retiring by rotation
or otherwise, shall be appointed or re‑appointed
a Director at any general meeting unless they are
recommended by the Directors or, not less than seven
nor more than 42 clear days before the date appointed
for the meeting, notice is given to Titan of the intention
to propose that person for appointment or re‑
appointment in the form and manner set out in Titan’s
Articles of Association. Each Director who is appointed
by the Directors (and who has not been elected as a
Director by the members at a general meeting held in
the interval since his or her appointment as a Director)
is to be subject to election as a Director of Titan by
the members at the first AGM following his or her
appointment. At each AGM, one‑third of the Directors
for the time being, or if their number is not three or an
integral multiple of three the number nearest to but not
exceeding one‑third, are to be subject to re‑election.
Notwithstanding the policy for one‑third of the
Directors to retire at each AGM, in order to follow best
practice, all Directors will be standing for re‑election
this year, and annually thereafter.
The Companies Act 2006 allows shareholders in a
general meeting by Ordinary Resolution (requiring a
simple majority of the persons voting on the relevant
resolution) to remove any Director before the expiration
of his or her period of office, but without prejudice
to any claim for damages which the Director may
have for breach of any contract of service between
him or her and Titan. A person also ceases to be a
Director if he or she resigns in writing, ceases to be a
Director by virtue of any provision of the Companies
Act, becomes prohibited by law from being a Director,
becomes bankrupt or is the subject of a relevant
insolvency procedure, or becomes of unsound mind, or
if the Board so decides following at least six months’
absence without leave or if he or she becomes subject
to relevant procedures under the mental health laws, as
set out in Titan’s Articles of Association.
56 Octopus Titan VCT plc — Annual report and financial statements 2025
Composition, succession and evaluation
continued
Gender identity or sex
Number of Board
members
Percentage
of the Board
Number of senior
positions on the Board
(CEO, CFO, SID and Chair)
1
Men 3 60%
Not applicable
– see note
Women 2 40%
Not specified/prefer not to say – –
Ethnic background
Number of Board
members
Percentage
of the Board
Number of senior
positions on the Board
(CEO, CFO, SID and Chair)
2
White British or Other White (including minority white groups) 4 80%
Not applicable
– see note
Mixed/Multiple Ethnic Groups – –
Asian/Asian British 1 20%
Black/African/Caribbean/Black British – –
Other ethnic group – –
Not specified/prefer not to say – –
Gender and diversity
The Board of Directors is comprised of three male and
two female Non‑Executive Directors with considerable
experience of the VCT industry and investment in early‑
stage growth companies. The gender and diversity of the
constitution of the Board is reviewed on an annual basis.
As per UK Listing Rule 6.6.6R (9)(a), 40% of individuals on
the Company’s Board are women. As the Company is
externally managed, the roles of CEO or CFO do not exist.
As a consequence of this, no senior Board positions are
held by a woman in the Company. Furthermore, 20% of
the Board is comprised of persons from a minority ethnic
background.
The tables below which report on gender identity/sex and
ethnic background as at 31 December 2025 are included
for completeness.
Independence
The Directors believe that, in line with the AIC Code, all
members of the Board are independent and as such are
identified as independent in character and judgement
with respect to their duties to the shareholders.
Length of service of the Chair and other Directors
is one of a number of factors taken into account
when considering the contribution and ongoing
independence of the Board, both individually and in
terms of overall composition. The Board considers the
experience, range of skills, knowledge of Titan and its
operating environment and diversity of the Directors.
Accordingly, the Board’s policy on tenure is that the
term the Chair and other Directors serve on the Board
should not be restricted to a fixed time limit in order
to ensure sufficient corporate memory and consistent
adherence to strategy.
Performance evaluation
Each year a performance evaluation is undertaken
of the Board as a whole, its committees and the
Directors. For 2025, this was done using the Boardforms
Limited platform, which utilised a series of online
questionnaires. The Directors were made aware of the
annual performance evaluation on their appointment.
The Chair provides a summary of the findings to the
Board, which are discussed at the next meeting and
an action plan agreed. There were no issues requiring
action in the period. The performance of the Chair
was evaluated by the other Directors. As a result of
the evaluation, the Board considers that all Directors
continue to make an effective contribution and have
the requisite skills and experience to continue to provide
able leadership and direction for Titan.
The Board also conducts an evaluation of Octopus,
as the Portfolio Manager, and in relation to non‑
investment services, including finance and company
secretarial. The results of the evaluation are discussed
with Octopus. Further details can be found in the
Report of the Management Engagement Committee on
page 60.
1
This column is not applicable as the Company is externally managed and does not have executive management functions, specifically
it does not have a CEO or CFO. The Company considers that the role of Chair and Chair of the Audit Committee are senior positions. Of
these two senior positions, both are performed by men.
2
This column is not applicable as the Company is externally managed and does not have executive management functions, specifically
it does not have a CEO or CFO. The Company considers that the role of Chair and Chair of the Audit Committee are senior positions. Of
these two senior positions, both are performed by those from a White British background.
Octopus Titan VCT plc — Annual report and financial statements 2025 57
Audit, risk and internal control
This report is submitted in accordance with the AIC
Code in respect of the year ended 31 December 2025
and describes the work of the Audit Committee in
discharging its responsibilities.
The Committee’s key objective is the provision of
effective governance of the appropriateness of Titan’s
financial reporting, the performance of the auditor
and the management of the internal control and
business risks systems. The Directors forming the Audit
Committee can be found on pages 49 and 50.
The Audit Committee’s terms of reference include the
following responsibilities:
•
reviewing and making recommendations to the
Board in relation to Titan’s published financial
statements and other formal announcements
relating to Titan’s financial performance;
•
advising the Board on whether the annual report
and financial statements, taken as a whole, is fair,
balanced and understandable;
•
advising the Board on whether the annual report and
financial statements provide necessary information
for shareholders to assess performance, business
model and strategy;
•
reviewing and making recommendations to the
Board in relation to Titan’s internal control (including
internal financial control) and risk management
systems;
•
annually considering the need for an internal audit
function;
•
making recommendations to the Board in relation to
the appointment, re‑appointment and removal of the
external auditor and approving the remuneration and
terms of engagement of the external auditor;
•
reviewing and monitoring the external auditor’s
independence and objectivity and the effectiveness of
the audit process, taking into consideration relevant
UK professional regulatory requirements;
•
monitoring the extent to which the external auditor is
engaged to supply non‑audit services; and
•
ensuring that Octopus has arrangements in place for
the investigation and follow‑up of any concerns raised
confidentially by staff in relation to the propriety of
financial reporting or other matters.
As part of the process of working with the Board to
maximise effectiveness, meetings of the Committee
usually take place immediately prior to a Board
meeting and a report is provided on relevant matters to
enable the Board to carry out its duties.
The Committee reviews its terms of reference and its
effectiveness annually and recommends to the Board
any changes required as a result of the review. The
terms of reference are available on request from Titan’s
Company Secretary. The Committee meets at least
twice per year and on an ad hoc basis as necessary and
has direct access to BDO LLP, Titan’s external auditor.
Auditor appointment
When considering whether to recommend the
appointment or re‑appointment of the external
auditor, the Committee takes into account the tenure
of the current auditor in addition to comparing the
fees charged by similar sized audit firms. The current
auditor was appointed on 15 March 2018 following
a competitive tender process. Chris Meyrick was
appointed as audit partner for the 2023 year‑end audit
following rotation requirements for the previous audit
partner to be rotated off.
Auditor independence and objectivity
When considering the effectiveness of the external
audit, the Committee considered the quality and
content of the audit plan and report provided and the
resultant reporting and discussions on topics raised.
The Committee reviews the information and assurances
provided by the auditor on its compliance with the
relevant ethical standards. No non‑audit services were
provided by the auditor in the period under review.
Audit Committee report
58 Octopus Titan VCT plc — Annual report and financial statements 2025
Audit, risk and internal control
Auditor evaluation
The effectiveness of the external audit is assessed as
part of the Board and Committee evaluation process
which is conducted annually. The Committee also
challenges the auditor when present at a Committee
meeting, if appropriate.
Internal audit
Titan does not have an internal audit function as it is
not deemed appropriate given the size of Titan and
the nature of its business. However, the Committee
considers annually whether there is a need for such a
function and makes the appropriate recommendation
to the Board. Octopus has an internal audit function
which reports to the Board annually on the outcome
of the internal audits that have taken place. Any
significant issues arising from the Octopus internal
audit that affect Titan would be raised to the
Committee immediately. The Octopus Compliance
Department also reports regularly to the Board.
The Committee monitors the significant risks at each
meeting and Octopus engages closely with the auditor
to mitigate the risks and the resultant impact.
Matters considered by the Audit Committee
During the year ended 31 December 2025, the Audit
Committee discharged its responsibilities by:
•
reviewing and approving the external auditor’s terms
of engagement and remuneration;
•
reviewing the external auditor’s plan for the audit of
Titan’s financial statements, including identification of
key risks and confirmation of auditor independence;
•
reviewing the Octopus statement of internal controls
in relation to Titan’s business and assessing the
effectiveness of those controls in minimising the
impact of key risks;
•
reviewing periodic reports on the effectiveness of the
regulatory compliance of Octopus;
•
reviewing the appropriateness of Titan’s accounting
policies;
•
reviewing Titan’s draft annual financial and half‑yearly
results statements prior to Board approval;
•
reviewing the external auditor’s audit findings report
to the Committee on the annual financial statements;
•
reviewing Titan’s going concern as referred to on
page52; and
•
reviewing in detail the valuation of the investment
portfolio and supporting data.
The Committee has considered the whole annual
report and financial statements for the year ended
31 December 2025 and has reported to the Board
that it considers them to be fair, balanced and
understandable, providing the information necessary
for shareholders to assess Titan’s financial position,
performance, business model and strategy.
Significant risks
The Audit Committee is responsible for considering and
reporting on any significant risks that arise in relation to
the audit of the financial statements.
The Committee and the auditor have identified the
most significant risks for Titan as:
•
valuation of unquoted investments: the Committee
gives special audit consideration to the valuation
of investments and supporting data provided by
Octopus. The impact of this risk would be a large
gain or loss in Titan’s results. The valuations are
supported by the portfolio companies’ accounts
and third‑party evidence which gives comfort to the
Audit Committee;
•
management override of financial controls:
theCommittee reviews all significant accounting
estimates that form part of the financial statements
and considers any material judgements applied by
management during the completion of the financial
statements.
These issues were discussed with Octopus and the
auditor at the conclusion of the audit of the financial
statements.
continued
Internal controls
The Directors have overall responsibility for keeping
under review the effectiveness of Titan’s systems of
risk management and internal controls. The purpose of
these controls is to make sure that proper accounting
records are maintained, Titan’s assets are safeguarded
and the financial information used within the business
and for publication is accurate and reliable. Such a
system can only provide reasonable and not absolute
assurance against material misstatement or loss. The
systems of risk management and internal control are
designed to manage rather than eliminate the risk of
failure to achieve the business objectives. These internal
controls have been in place throughout the period
under review and up to the date of this report. The
Board regularly reviews financial results and investment
performance with Octopus.
Octopus identifies the investment opportunities,
monitors the portfolio of investments and manages the
assets of Titan on a discretionary basis.
Octopus is engaged to carry out the accounting
function and retains physical custody of the documents
of title relating to unquoted investments. Octopus
regularly reconciles the client asset register with the
physical documents.
The Directors confirm that they have established a
continuing process throughout the year and up to
the date of this report for identifying, evaluating and
managing the significant potential risks faced by
Titan, and have reviewed the effectiveness of the risk
management and internal control systems. As part of
this process, an annual review of the risk management
and internal control systems is carried out in
accordance with the Financial Reporting Council’s
Guidance on Risk Management, Internal Control and
Related Financial and Business Reporting. The Board
does not consider it appropriate to have an internal
audit function due to the nature of Titan’s transactions
as this would not be an appropriate control for a VCT.
The risk management and internal control systems
include the production and review of monthly bank
reconciliations and management accounts. All outflows
made from Titan’s accounts require the authority of
two approved signatories from Octopus. Octopus is
subject to regular review by the Octopus Compliance
Department.
Financial risk management
Titan is exposed to the risks arising from its operational
and investment activities. Further details can be found
in Note 16 of the financial statements.
The Committee is also responsible for considering and
reporting on any significant issues that arise in relation
to the audit of the financial statements. The Committee
can confirm that there were no significant issues to
report to the shareholders in respect of the audit of the
financial statements to 31 December 2025.
Lord Rockley
Audit Committee Chair
28 April 2026
Audit, risk and internal control
continued
Octopus Titan VCT plc — Annual report and financial statements 2025 59
60 Octopus Titan VCT plc — Annual report and financial statements 2025
Management Engagement Committee
The Management Engagement Committee was
established to evaluate the performance of the
Manager and other third-party service providers
engaged by Titan. The Committee is chaired by Gaenor
Bagley, and comprises all the independent Directors.
The Committee’s responsibilities are:
•
to review, at least annually, the contractual
relationships with the Manager and terms of the
management agreement, to make sure they are
competitive and in the best interests of shareholders
as a whole, making recommendations to the Board
on any variation to the terms which it considers
necessary or appropriate;
•
to review, at least annually, the performance of the
Manager and describe its decisions and rationale in
the annual report;
•
to consider whether the appointment of the Manager
continues to be in the best interests of shareholders;
•
if it considers it necessary or appropriate, to
negotiate/re-negotiate terms with the Manager;
•
to review the standard of services provided by the
Manager, whether under the terms of the previous
management agreement and non-investment
services agreement, or from September 2025, the
IMNISA, as well as simply as part of a non-contractual
commitment;
•
to review, monitor and evaluate, at least annually,
the performance of the Company’s third-party
service providers in meeting their obligations under
their respective agreements and to ensure their
continued competitiveness and effectiveness, making
recommendations on any variation to the terms which
it considers necessary or appropriate;
•
to assess the Company’s third-party service providers
in their role as stakeholders and whether there is an
appropriate level of engagement with them; and
•
to consider any points of conflict which may arise for
the providers of services to the Company.
The Committee met twice during the year. In addition
to the performance matters considered as part of the
Strategic Review, the Committee considered in detail
the performance of the Portfolio Manager under the
terms of the IMNISA. Due to their significance, the
Strategic review and the resulting renegotiation of the
IMNISA were considered during Board meetings. At
each meeting the Committee identified specific actions
to address performance issues and followed up on
previously agreed actions.
Specific areas of focus included:
•
plans to address gaps in the Octopus Ventures team
as a result of team turnover and to address identified
skills gaps;
•
additional information and reporting requirements
to enable the Board to enhance its monitoring of
performance, sustainability, liquidity and realisations
more effectively;
•
monitoring of agreed actions relating to compliance
with Consumer Duty legislation;
•
proposals for mitigating actions in response to service
performance issues;
•
completion of arrangements for additional
administration support given the increased numbers
of Board, committee and strategy meetings; and
•
review of performance reports from certain of the
other advisors to the fund.
The Committee has been conducting a thorough
review of the performance of the Manager over the last
twelve months and, alongside the Strategic Review, has
concluded that the continued appointment of Octopus
remains in the best interests of shareholders.
Gaenor Bagley
Management Engagement Committee Chair
28 April 2026
Management Engagement Committee report
Octopus Titan VCT plc — Annual report and financial statements 2025 61
Introduction
This report has been prepared in accordance with
Schedule 8 to the Large and Medium-sized Companies
and Groups (Accounts and Reports) (Amendment)
Regulations 2013, in respect of the year ended
31December 2025. The reporting requirements entail
two sections be included, a policy report and an annual
remuneration report, which are presented below.
Titan’s auditor, BDO LLP, is required to give its opinion
on certain information included in this report; this
comprises the Directors’ emoluments section and share
information below. Their report on these and other
matters is set out on pages 70 to 76.
Consideration by the Directors of matters
relating to Directors’ remuneration
The Board has appointed the Nomination and
Remuneration Committee to consider remuneration;
historically this was considered by the Board. The
Directors have not sought advice or services from
any external person in respect of its consideration of
Directors’ remuneration during the year, although
the Directors expect from time to time to review the
fees against those paid to the Boards of Directors of
other VCTs. The Directors’ remuneration paid during
the period is set out on page 62. Titan does not have
a Chief Executive Officer, senior management or any
employees.
Directors’ Remuneration policy report
The Board consists entirely of Non-Executive Directors,
who meet regularly, at least six times a year, and
on other occasions as necessary, to deal with the
important aspects of Titan’s affairs. Directors are
appointed with the expectation that they will serve
for at least a period of three years. All Non-Executive
Directors retire at the first general meeting after
election and thereafter offer themselves for annual
re-election at subsequent AGMs. Re-election will be
recommended by the Board but is dependent upon a
shareholder vote.
Each Director received a letter of appointment
which is subject to termination by the Director or
Titan on three months’ notice in writing. Copies of
letters of appointment are held at the Company’s
registered office. None of the Directors are entitled to
compensation payable upon early termination of their
contract other than in respect of any unexpired notice
period.
Titan’s policy is that the fees payable to the Directors
should reflect the time spent by the Board on Titan’s
affairs and the responsibilities borne by the Directors.
They should be sufficient to attract candidates of high
calibre to be recruited. The policy is for the Chair of the
Board and the Chair of the Audit Committee to be paid
higher fees than the other Directors in recognition of
their more onerous roles.
The policy is to review these rates from time to time.
Due to the nature of Titan, there are no employees
other than the Directors and so no such issues to
consider when determining the Directors’ remuneration.
The maximum level of Directors’ remuneration is
currently fixed by Titan’s Articles of Association, not to
exceed £300,000 in aggregate.
Titan’s policy is for the Directors to be remunerated
in the form of fees, payable quarterly in arrears.
The fees are not specifically related to the Directors’
performance, either individually or collectively. There
are no long-term incentive schemes, share option
schemes or pension schemes in place. The Articles of
Association also entitle the Directors to be repaid all
reasonable travelling, subsistence and other expenses
incurred by them respectively whilst conducting their
duties as Directors, however, no other remuneration or
compensation was paid or payable by Titan during the
year to any of the current Directors.
The Directors’ Remuneration policy was approved
by shareholders at the AGM held in June 2024.
Accordingly, the Policy will be put to shareholders for
approval at the 2026 AGM.
Annual remuneration report
This remuneration report is subject to approval by a
simple majority of shareholders at the AGM in June
2026, as in previous years.
Directors’ remuneration report
62 Octopus Titan VCT plc — Annual report and financial statements 2025
Statement of voting at the Annual General
Meeting
The 2024 Directors’ remuneration report was presented
to the AGM in June 2025 and received shareholder
approval following a vote on a show of hands. Of the
16,405,952 votes received, those for the resolution
totalled 68.4%, 8.85% of votes were at the discretion of
the Chair and 22.75% of the votes cast were against,
with 543,142 votes withheld. In accordance with the AIC
Code of Corporate Governance, the Board contacted
these shareholders to ascertain their reasons for voting
against. The Board considered the responses, which
are broadly consistent and primarily referred to Titan’s
poor investment performance, as announced on 19
December 2025.
The Directors’ Remuneration policy was approved at
the AGM in June 2024. Of the 16,270,015 votes received,
those for the resolution totalled 86.65%, 7.76% of votes
were at the discretion of the Chair and 5.59% of the
votes cast were against, with 663,009 votes withheld.
The proxy forms returned to the registrars contained no
explanation for the votes against the resolution.
Shareholders’ views are always welcome and considered
by the Board. The methods of contacting the Board are
set out in the Directors’ Report on page 67.
Company performance
The Board is responsible for Titan’s investment strategy
and performance, although the management of Titan’s
investment portfolio is delegated to the Portfolio
Manager through the agreements as referred to in the
Directors’ Report.
The performance graph on page 19 also shows the
performance of the NAV and total value of Titan.
Further details of Titan’s performance are shown in the
table on page 21 in the Portfolio Manager’s Review.
Directors’ emoluments
(
audited
)
The amount of each Director’s fees for the period (on an annualised basis) were:
Year ended
31 December 2025
£’000
Year ended
31 December 2024
£’000 2025 change 2024 change 2023 change 2022 change 2021 change
Jane O’Riordan
1
38 40 (5)% 8% 3% 9% 0%
Tom Leader (Chair)
2
50 48 4% 7% 7% 24%
2
3%
Lord Rockley
3
44 43 2% 8% 5% 19%
3
—
Gaenor Bagley
4
41 40 3% 8% 3% 9% —
Julie Nahid Rahman
5
41 40 3% 8% — — —
Rupert Dickinson
6
41 27 52%
6
— — — —
Total
255 238
1. Jane O’Riordan resigned as a Director on 4 December 2025.
2. Tom Leader was appointed as Chair on 14 June 2022.
3. Lord Rockley was appointed as a Director on 8 April 2021, and subsequently he was appointed as Audit Committee Chair on 14 June 2022.
4. Gaenor Bagley was appointed as a Director on 7 June 2021.
5. Julie Nahid Rahman was appointed as a Director on 1 August 2023.
6. Rupert Dickinson was appointed as a Director on 1 May 2024.
Directors’ remuneration report
continued
Octopus Titan VCT plc — Annual report and financial statements 2025 63
The Directors do not receive any other form of emoluments in addition to the
Directors’ fees. Their total remuneration is fixed and not linked to the performance of
Titan and no bonuses were or will be paid to the Directors.
The Chair of the Board and the Chair of the Audit Committee receive additional
remuneration over the basic Directors’ fee in recognition of the additional
responsibilities and time commitment required of their roles. The current fee rates
have been effective from 1 April 2024: Chair of the Board £49,500, Chair of the Audit
Committee £44,000 and all other Directors £40,700. Fees were reviewed in April 2025
and remained unchanged.
Expected fees
for the year to
31 December 2026
£
Chair
49,500
Chair of the Audit Committee
44,000
Non-Executive Director
40,700
Dividends paid to Directors in the year as a result of their shareholdings in Titan are
shown in Note 20 of the financial statements.
Relative importance of spend on pay
The actual expenditure in the current year is as follows:
Year to
31 December 2025
£’000
Year to
31 December 2024
£’000
Total dividends paid
8,236 51,642
Total buybacks
– 37,986
Total Directors’ fees
255 238
Total expenses
20,467 25,151
There were no other significant payments during the twelve-month period relevant to
understanding the relative importance of spend on pay.
Statement of Directors’ shareholdings
(
audited
)
There are no guidelines or requirements for Directors to own shares in Titan. The
interests of the Directors of Titan during the year (in respect of which transactions are
notifiable under Disclosure and Transparency Rule 3.1.2) in the issued Ordinary shares
of 0.1p each are shown in the table below:
Year to
31 December 2025
Year to
31 December 2024
Tom Leader
48,127 48,127
Lord Rockley
79,077 79,077
Gaenor Bagley
24,264 24,264
Julie Nahid Rahman
4,466 4,466
Rupert Dickinson
n/a n/a
There have been no changes in the Directors’ share interests between 31 December 2025
and the date of this report.
All of the Directors’ shares were held beneficially.
Any information required by legislation in relation to executive directors (including a Chief
Executive Officer) or employees has been omitted because Titan has neither and so it is
not relevant.
By Order of the Board
Julie Nahid Rahman
Nomination and Remuneration Committee Chair
28 April 2026
Directors’ remuneration report
continued
64 Octopus Titan VCT plc — Annual report and financial statements 2025
Directors’ report
The Corporate Governance Report on pages 51 and 52
and the Audit Committee Report on pages 57 to 59
form part of this Directors’ Report.
The Directors consider that the annual report and
financial statements, taken as a whole, is fair, balanced
and understandable and provides the information
necessary for shareholders to assess Titan’s position,
performance, business model and strategy.
Directors
Brief biographical notes on the Directors are given on
pages 49 and 50.
Tom Leader, Gaenor Bagley, Julie Nahid Rahman and
Rupert Dickinson will be standing for re-election this
year.
Directors’ and Officers’ liability insurance
Titan has, as permitted by the Companies Act 2006,
maintained insurance cover on behalf of the Directors
and Company Secretary indemnifying them against
certain liabilities which may be incurred by them in
relation to Titan.
Management
Titan has in place an agreement with Octopus AIF
Management Limited to act as Manager. Octopus AIF
Management Limited has in turn appointed Octopus
Investments Limited to act as Portfolio Manager to
Titan (responsible for portfolio management and
the day-to-day running of Titan). These agreements
are central to Titan’s ability to continue in business.
Theprincipal terms of the management agreement
with Octopus are set out in Notes 3 and 19 of the
financial statements.
Octopus also provides secretarial and administrative
services to Titan. NatWest Trustee and Depositary
Services Limited have been appointed as depositary
to Titan, having transferred from BNP Paribas Trust
Corporation UK Limited on 31 October 2024. NatWest
provides cash monitoring, safekeeping of financial
instruments and other assets and oversight duties.
The IMNISA may be terminated on written notice of
not less than one year, such notice not to expire prior to
the date falling two years from the date of the IMNISA,
subject to earlier termination by written notice of not less
than 12 months in the event of the underperformance of
the Company, the departure of certain key individuals
of Octopus, certain key individuals of Octopus ceasing
to devote not less than 75% of their working time on
average to the management of the Company’s assets
or any co-investments of Titan. In addition, a defined
framework of performance guardrails has been agreed
with Octopus, which is monitored by the Board on an
ongoing basis.
Following the conclusion of the Strategic Review
and the annual evaluation of the Manager, the
Directors confirm that, in their opinion, the continued
appointment of Octopus is in the best interests of the
shareholders. The IMNISA reduces the fees payable
to Octopus, combining the investment management
services together with financial, company secretarial
and product management non-investment services
and replacing prior fees with a single combined
management fee, as detailed in Note 19 of the financial
statements.
Titan has established a performance incentive scheme
whereby Octopus is entitled to an annual performance-
related incentive fee) in respect of accounting periods
commencing on or after 1 January 2034, provided
certain performance criteria are met. Further details
are disclosed within Note 19 of the financial statements.
Through the agreements described above, the
investment decisions and routine management
decisions such as the payment of standard running
costs are delegated to Octopus.
Whistleblowing
Please refer to page 36 for our statement on
whistleblowing.
Bribery Act
Please refer to page 36 for our statement on the
BriberyAct.
VCT regulation
Compliance with required rules and regulations is
considered when all investment decisions are made.
The Directors present their report and the audited financial statements for the year ended
31December 2025.
Octopus Titan VCT plc — Annual report and financial statements 2025 65
Directors’ report
Titan is further monitored on a continual basis to ensure
compliance. The main criteria to which it must adhere
are detailed on page 106.
Titan will continue to ensure its compliance with the
qualification requirements.
Environmental matters and greenhouse gas
emissions
Refer to pages 32 to 36 in the Strategic Report for our RI
policy and greenhouse gas emissions. As the company
has no employees or operations, it is not responsible for
any direct emissions, and as it uses less than 40,000
kWh of energy during the reporting year it is exempt
from Streamlined Energy and Carbon Reporting (SECR).
Share capital
Titan’s Ordinary share capital as at 31 December 2025
comprised 1,647,726,059 (2024: 1,647,212,355) Ordinary
shares of 0.1p each. No shares were held in Treasury.
Share issues
During the period 513,704 shares were issued in
connection with the client rebate allotment.
As a result of the Company’s review of strategy
there was no Offer for subscription in the year ended
31December 2025.
Share buybacks
During the twelve-month period, no shares were
purchased by Titan for cancellation (2024: 67,287,519
shares, with a nominal value of £67,288, for cancellation
at a weighted average price of 56.5p per share for a total
consideration of £38 million).
Post-balance sheet events
A full list of post-balance sheet events since
31December 2025 can be found in Note 17 of the
financial statements on page 97.
Rights attaching to the shares and
restrictions on voting and transfer
Subject to any suspension or abrogation of rights
pursuant to relevant law or Titan’s Articles of
Association, the shares confer on their holders the
following principal rights:
a) the right to receive out of profits available for
distribution such dividends as may be agreed to be
paid (in the case of a final dividend in an amount not
exceeding the amount recommended by the Board
as approved by shareholders in a general meeting
or in the case of an interim dividend in an amount
determined by the Board). All dividends unclaimed
for a period of twelve years after having become due
for payment are forfeited automatically and cease
to remain owing by Titan;
b) the right, on a return of assets on a liquidation,
reduction of capital or otherwise, to share in the
surplus assets of Titan remaining after payment
of its liabilities
pari passu
with the other holders of
Ordinary shares; and
c) the right to receive notice of and to attend and
speak and vote in person or by proxy at any general
meeting of Titan. On a show of hands, every member
present or represented and voting has one vote, and
on a poll, every member present or represented and
voting has one vote for every share of which that
member is the holder. The appointment of a proxy
must be received not less than 48 hours before
the time of the holding of the relevant meeting or
adjourned meeting or, in the case of a poll taken
otherwise than at or on the same day as the relevant
meeting or adjourned meeting, be received after the
poll has been demanded and not less than 24 hours
before the time appointed for the taking of the poll.
These rights can be suspended. If a member, or any
other person appearing to be interested in shares held
by that member, has failed to comply within the time
limits specified in Titan’s Articles of Association with
a notice pursuant to s793 of the Companies Act 2006
(notice by Titan requiring information about interests in
its shares), Titan can, until the default ceases, suspend
the right to attend and speak and vote at a general
meeting. If the shares represent at least 0.25% of their
class, Titan can also withhold any dividend or other
money payable in respect of the shares (without any
obligation to pay interest) and refuse to accept certain
transfers of the relevant shares.
Shareholders, either alone or with other shareholders,
have other rights as set out in Titan’s Articles of
Association and in company law (principally the
Companies Act 2006).
A member may choose whether his shares are
evidenced by share certificates (certificated shares) or
held in electronic (uncertificated) form in CREST (the UK
electronic settlement system).
continued
66 Octopus Titan VCT plc — Annual report and financial statements 2025
Rights attaching to the shares and
restrictions on voting and transfer continued
Any member may transfer all or any of his shares,
subject in the case of certificated shares to the rules set
out in Titan’s Articles of Association or in the case of
uncertificated shares to the regulations governing the
operation of CREST (which allow the Directors to refuse
to register a transfer as therein set out). The transferor
remains the holder of the shares until the name of
the transferee is entered in the register of members.
The Directors may refuse to register a transfer of
certificated shares in favour of more than four persons
jointly or where there is no adequate evidence of
ownership or the transfer is not duly stamped (if so
required).
The Directors may also refuse to register a share
transfer if it is in respect of a certificated share which is
not fully paid up or on which Titan has a lien provided
that, where the share transfer is in respect of any
share admitted to the Official List maintained by the
UK Listing Authority, any such discretion may not be
exercised so as to prevent dealings taking place on
an open and proper basis, or if in the opinion of the
Directors (and with the concurrence of the UK Listing
Authority) exceptional circumstances so warrant,
provided that the exercise of such power will not
disturb the market in those shares. Whilst there are no
squeeze-out and sell out rules relating to the shares in
Titan’s Articles of Association, shareholders are subject
to the compulsory acquisition provisions in s974 to s991
of the Companies Act 2006.
Directors’ authority to allot shares, to
disapply pre-emption rights
The authority proposed under Resolution 10 is required
so that the Directors may offer existing shareholders
the opportunity to add to their investment or to offer
potential shareholders an opportunity to invest in Titan
in a tax-efficient manner without it having to incur
substantial costs. Any consequent modest increase
in the size of Titan will, in the opinion of the Directors,
be in the interests of shareholders generally. Any issue
proceeds will be available for investment in line with
Titan’s Investment policy and may be used, in part, to
purchase Ordinary shares in the market.
Resolution 10 renews the Directors’ authority to allot
Ordinary shares. Such authority would expire 15 months
from the passing of the Resolution, unless previously
renewed, varied or revoked by Titan in general meeting,
giving the Directors authority to allot up to 25% of
Titan’s issued share capital as at the date of the
Notice of AGM. This authority is in addition to existing
authorities. The Board intends to utilise this authority in
respect of the fundraising activities of Titan.
Resolution 11 renews the Directors’ authority to allot
Ordinary shares in connection with the Dividend Re-
Investment Scheme up to 5% of Titan’s issued share
capital as at the date of the Notice of AGM. Such
authority would expire 15 months from the passing of
the Resolution, unless previously renewed, varied or
revoked by Titan in general meeting. The Board intends
to utilise this authority to issue shares from time to time
under the DRIS.
Resolutions 12 and 13 renew and extend the Directors’
authority to allot equity securities for cash without pre-
emption rights applying in certain circumstances.
These Resolutions would authorise the Directors, until
the expiry of 15 months from the passing of these
Resolutions, unless previously renewed, varied or
revoked by Titan in general meeting, to issue Ordinary
shares for cash without pre-emption rights applying by
way of an offer to existing shareholders. These powers
will be exercised only if, in the opinion of the Directors,
it would be in the best interests of shareholders,
as a whole. This authority is in addition to existing
authorities.
Directors’ authority to make market
purchases of its own shares
The authority proposed under Resolution 14 is
required so that the Directors may make purchases
of up to 246,994,136 Ordinary shares, representing
approximately 14.99% of Titan’s issued share capital as
at the date of the Notice of AGM. Any shares bought
back under this authority will be at a price determined
by the Board (subject to a minimum price of 0.1p (being
the nominal value of such shares) and a maximum
price of 5% above the average mid-market quotation
for such shares on the London Stock Exchange and
the applicable regulations thereunder) and may be
cancelled or held in Treasury as may be determined by
the Board.
The authority conferred by Resolution 14 will expire 15
months from the date of the passing of the Resolution
unless renewed, varied or revoked by Titan in a general
meeting and will be in addition to existing authorities.
This power will be exercised only if, in the opinion of the
Directors, a repurchase would be in the best interests of
shareholders as a whole.
Directors’ report
continued
Octopus Titan VCT plc — Annual report and financial statements 2025 67
Substantial shareholdings
As at the date of this report, no disclosures of major
shareholdings had been made to Titan under Disclosure
and Transparency Rule 5 (Vote Holder and Issuer
Notification Rules).
Independent auditor
BDO LLP were originally appointed as auditor on
15 March 2018 and offer themselves for re-appointment
as auditor. A resolution to re-appoint BDO LLP will be
proposed at the forthcoming AGM.
As far as the Directors are aware, there is no relevant
audit information of which the auditor is unaware and
the Directors have taken all the steps they ought to
have taken as a Director in order to make them aware
of any relevant audit information and to establish that
Titan’s auditor is aware of that information.
Financial risk management
Titan is exposed to the risks arising from its operational
and investment activities. Further details can be found
in the principal risks detailed on pages 42 to 45, and in
Note 16 of the financial statements.
Share buybacks
Subject to the provisions of the Companies Act 2006,
the Articles of Association of Titan and any directions
given by shareholders by Special Resolution, the
Articles of Association specify that the business of
Titan is to be managed by the Directors, who may
exercise all the powers of Titan, whether relating to the
management of the business or not. In particular, the
Directors may exercise on behalf of Titan its powers
to purchase its own shares to the extent permitted by
shareholders. Authority was given at Titan’s 2025 AGM
to make market purchases of up to 14.99% of the issued
Ordinary share capital at any time up to the 2026 AGM
and otherwise on the terms set out in the relevant
resolution, and renewed authority is being sought at
the 2026 AGM as set out in the Notice of AGM.
Relations with shareholders
Shareholders will have the opportunity to attend
the Annual General Meeting which will be held on
18June 2026 at 11.00am. Alongside the voting of the
resolutions, the meeting will include a presentation
by the Board and Portfolio manager, as well as an
opportunity to ask questions.
The Board is also happy to respond to any written
queries made by shareholders during the course of the
year and can be contacted at 33 Holborn, London,
EC1N 2HT. Alternatively, the team at Octopus will be
pleased to answer any questions you may have and can
be contacted on 0800 316 2295.
Consumer Duty
The Directors are cognisant of the Portfolio Manager’s
obligations to comply with the FCA’s Consumer Duty
rules and principles that came into force in 2023. Firms
subject to Consumer Duty must ensure they are acting
to deliver good outcomes and that this is reflected in
their strategies, governance, leadership and policies.
Titan is not directly captured by Consumer Duty,
however the Directors will continue to receive updates
on how the Portfolio Manager is meeting its obligations.
Titan is currently rated as not providing good outcomes.
Information given in the Strategic Report
Information on dividends and likely future development
has not been given in the Directors’ Report as
equivalent disclosure has been given in the Strategic
Report.
The Directors’ Report was approved on behalf of the
Board on 28 April 2026.
Tom Leader
Chair
28 April 2026
Directors’ report
continued
68 Octopus Titan VCT plc — Annual report and financial statements 2025
Financials
Directors’ responsibilities statement 69
Independent auditor’s report 70
Income statement 77
Balance sheet 78
Statement of changes in equity 79
Cash flow statement 81
Notes to the financial statements 82
Investment portfolio 101
Shareholder information and contact details 106
Glossary of terms 110
Directors and advisers 111
Notice of Annual General Meeting 112
Octopus Titan VCT plc — Annual report and financial statements 2025 69
The Directors are responsible for preparing the
Strategic Report, the Directors’ Report, the Directors’
Remuneration Report and the financial statements in
accordance with applicable law and regulations. They
are also responsible for ensuring that the annual report
and financial statements include information required by
the Listing Rules of the Financial Conduct Authority.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law
the Directors have elected to prepare the financial
statements in accordance with United Kingdom
Generally Accepted Accounting Practice (GAAP),
including Financial Reporting Standard 102 – ‘The
Financial Reporting Standard Applicable in the United
Kingdom and Republic of Ireland’ (FRS 102), (United
Kingdom accounting standards and applicable law).
Under company law the Directors must not approve the
financial statements unless they are satisfied that they
give a true and fair view of the state of affairs and profit
or loss of the Company for that period. In preparing
these financial statements, the Directors are required to:
•
select suitable accounting policies and then apply
them consistently;
•
make judgements and accounting estimates that are
reasonable and prudent;
•
state whether applicable UK Accounting Standards
have been followed, subject to any material
departures disclosed and explained in the financial
statements;
•
prepare the financial statements on the going
concern basis unless it is inappropriate to presume
that the Company will continue in business; and
•
prepare a Strategic Report, Directors’ Report and
Directors’ Remuneration Report which comply with
the requirements of the Companies Act 2006.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose with
reasonable accuracy at any time the financial position
of the Company and enable them to ensure that the
financial statements comply with the Companies Act
2006. They are also responsible for safeguarding the
assets of the Company and hence for taking reasonable
steps for the prevention and detection of fraud and
other irregularities.
Insofar as each of the Directors is aware:
•
there is no relevant audit information of which the
Company’s auditor is unaware; and
•
the Directors have taken all steps that they ought to
have taken to make themselves aware of any relevant
audit information and to establish that the auditor is
aware of that information.
The Directors are responsible for preparing the annual
report and financial statements in accordance
with applicable law and regulations. Having taken
advice from the Audit Committee, the Directors are
of the opinion that this report as a whole provides
the necessary information to assess the Company’s
performance, business model and strategy and is fair,
balanced and understandable.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information
included on the Company’s website. Legislation in
the United Kingdom governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
The Directors confirm that, to the best of their
knowledge:
•
the financial statements, prepared in accordance
with United Kingdom Generally Accepted Accounting
Practice, including FRS 102, give a true and fair view
of the assets, liabilities, financial position and profit or
loss of the Company; and
•
the annual report and financial statements (including
the Strategic Report), give a fair review of the
development and performance of the business
and the position of the Company, together with a
description of the principal risks and uncertainties that
it faces.
On behalf of the Board
Tom Leader
Chair
28 April 2026
Directors’ responsibilities statement
70 Octopus Titan VCT plc — Annual report and financial statements 2025
Independent auditor’s report
to the membersofOctopus Titan VCT plc
Opinion on the financial statements
In our opinion the financial statements:
•
give a true and fair view of the state of the
Company’s affairs as at 31 December 2025 and of its
loss and cash flows for the year then ended;
•
have been properly prepared in accordance with
United Kingdom Generally Accepted Accounting
Practice;
•
have been prepared in accordance with the
requirements of the Companies Act 2006.
We have audited the financial statements of Octopus
Titan VCT plc (the ‘Company’) for the year ended
31 December 2025 which comprise the Income
Statement, the Balance Sheet, the Statement of
Changes in Equity, the Cashflow Statement and notes
to the financial statements, including a summary of
significant accounting policies. The financial reporting
framework that has been applied in their preparation
is applicable law and United Kingdom Accounting
Standards, including Financial Reporting Standard 102
The Financial Reporting Standard applicable in the UK
and Republic of Ireland (United Kingdom Generally
Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs (UK))
and applicable law. Our responsibilities under those
standards are further described in the Auditor’s
responsibilities for the audit of the financial statements
section of our report. We believe that the audit
evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Independence
We remain independent of the Company in accordance
with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including
the FRC’s Ethical Standard as applied to listed public
interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the Company and we
remain independent of the Company in conducting our
audit.
Conclusions relating to going concern
In auditing the financial statements, we have
concluded that the Directors’ use of the going
concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation
of the Directors’ assessment of the Company’s ability
to continue to adopt the going concern basis of
accounting included:
•
Obtaining the VCT compliance reports prepared by
management’s expert as at year end to check that
the Company was meeting its requirements to retain
VCT status;
•
Consideration of the Company’s expected future
compliance with VCT legislation, the absence of
bank debt, contingencies and commitments and any
market or reputational risks;
•
Reviewing the forecasted cash flows that support the
Directors’ assessment of going concern, challenging
assumptions and judgements made in the forecasts
and assessing them for reasonableness. In particular,
we considered the available cash resources relative
to the forecast expenditure which was assessed
against the prior year for reasonableness; and
•
Evaluating the Directors’ method of assessing the
going concern in light of market conditions including
the stress tests applied to confirm that the Company
has sufficient capital and liquidity to continue its
operations effectively.
Based on the work we have performed, we have not
identified any material uncertainties relating to events
or conditions that, individually or collectively, may
cast significant doubt on the Company’s ability to
continue as a going concern for a period of at least
twelve months from when the financial statements are
authorised for issue. However, because not all future
events or conditions can be predicted, this statement is
not a guarantee as to the Company’s ability to continue
as a going concern.
In relation to the Company’s reporting on how it has
applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation
to the Directors’ statement in the financial statements
about whether the Directors considered it appropriate
to adopt the going concern basis of accounting in
preparing the financial statements.
Our responsibilities and the responsibilities of the
Directors with respect to going concern are described in
the relevant sections of this report.
Octopus Titan VCT plc — Annual report and financial statements 2025 71
to the membersofOctopus Titan VCT plc
Independent auditor’s report
Overview
2025 2024
Key audit matters
Valuation of unquoted
investments
P P
Materiality
Company financial statements as a whole
£14.6m (2024: £16.6m) based on 2% (2024: 2%) of Net assets.
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the Company and its
environment, the applicable financial reporting framework and the system of internal
control. We identified and assessed the risks of material misstatement of the financial
statements. We then applied professional judgement to focus our audit procedures
on the areas that posed the greatest risk of material misstatement to the financial
statements. We continually assessed risks throughout our audit, revising the risks
where necessary, with the aim of reducing the risk of material misstatement to an
acceptable level, to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of
most significance in our audit of the financial statements of the current period and
include the most significant assessed risks of material misstatement (whether or not
due to fraud) that we identified, including those which had the greatest effect on:
the overall audit strategy, the allocation of resources in the audit, and directing the
efforts of the engagement team. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
continued
Key audit matter How the scope of our audit addressed the key audit matter
Valuation of
unquoted
investments
(Note 10 to the
financial statements)
We consider the valuation of
investments to be the most
significant audit area as there is a
high level of estimation uncertainty
involved in determining the
unquoted investment valuations.
There is also an inherent risk of
management override arising from
the unquoted investment valuations
being prepared by the Portfolio
Manager (“Octopus Investments
Limited”), who is remunerated
based on the value of the net assets
of the Company.
We assessed the design and implementation of controls relating to the valuation of unquoted investments.
For all unquoted investments in our sample we:
•
Challenged whether the valuation methodology was appropriate in the circumstances under the International
Private Equity and Venture Capital Valuation (“IPEV”) Guidelines and the applicable accounting standards; and
•
We have recalculated the value attributable to the Company, having regard to the application of enterprise
value across the capital structures of the investee companies.
72 Octopus Titan VCT plc — Annual report and financial statements 2025
Key audit matter How the scope of our audit addressed the key audit matter
For these reasons we considered the
valuation of unquoted investments
to be a key audit matter.
For investments sampled that were valued using the price of recent investment or milestone analysis we:
•
Verified the price of recent investment to supporting documentation;
•
Considered whether the investment was an arm’s length transaction through reviewing the parties involved in the
transaction and checking whether or not they were already investors of the investee Company;
•
Considered whether there were any indications that the price of recent investment was no longer representative
of fair value considering, i
nter alia
, the current performance of the investee company and the milestones and
assumptions set out in the investment proposal;
•
Considered whether the price of recent investment is supported by alternative valuation techniques; and
•
For pre-revenue or startup investee companies, we assessed their performance against established milestones by
reviewing their board reports or progress updates.
For investments sampled that were valued using revenue multiples and scenario analysis we:
•
Challenged and corroborated the inputs to the valuation with reference to management information of investee
companies, market data and our own understanding and assessed the impact of the estimation uncertainty
concerning these assumptions and the disclosure of these uncertainties in the financial statements;
•
Reviewed the historical financial statements and any recent management information available to support
assumptions about maintainable revenues or cash flows used in the valuations;
•
Considered the revenue multiples applied and discounts applied by reference to observable listed company market
data; and
•
Challenged the consistency and appropriateness of adjustments made to such market data in establishing the
revenue multiple applied in arriving at the valuations adopted by considering the individual performance of
investee companies against plan and relative to the peer group, the market and sector in which the investee
company operates and other factors as appropriate.
Where appropriate, we performed a sensitivity analysis by developing our own point estimate where we considered
that alternative input assumptions could reasonably have been applied and we considered the overall impact of
such sensitivities on the portfolio of investments in determining whether the valuations as a whole are reasonable
and free from bias.
Key observations
Considering the level of estimation uncertainty and the procedures performed to address this risk, we consider the
unquoted investment valuations to be appropriate.
Independent auditor’s report
continued
to the membersofOctopus Titan VCT plc
Octopus Titan VCT plc — Annual report and financial statements 2025 73
Independent auditor’s report
continued
to the membersofOctopus Titan VCT plc
Our application of materiality
We apply the concept of materiality both in planning and performing our audit,
and in evaluating the effect of misstatements. We consider materiality to be the
magnitude by which misstatements, including omissions, could influence the
economic decisions of reasonable users that are taken on the basis of the financial
statements.
In order to reduce to an appropriately low level the probability that any misstatements
exceed materiality, we use a lower materiality level, performance materiality, to
determine the extent of testing needed. Importantly, misstatements below these
levels will not necessarily be evaluated as immaterial as we also take account of
the nature of identified misstatements, and the particular circumstances of their
occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial
statements as a whole and performance materiality as follows:
Company financial statements
2025
£m
2024
£m
Materiality 14.6 16.6
Basis for determining
materiality
2% of Net assets
Rationale for the
benchmark applied
In setting materiality, we have had regard to the nature and
disposition of the investment portfolio. Given that the VCT’s portfolio
is comprised of unquoted investments which would typically have a
wider spread of reasonable alternative possible valuations, we have
applied a percentage of 2% of net assets.
Performance materiality 10.95 12.45
Basis for determining
performance materiality
75% of materiality
Rationale for the
percentage applied for
performance materiality
The level of performance materiality applied was set
after having considered a number of factors including the
expected total value of known and likely misstatements and
the level of transactions in the year.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual
audit differences in excess of £730,000 (2024: £830,000). We also agreed to report
differences below this threshold that, in our view, warranted reporting on qualitative
grounds.
Other information
The Directors are responsible for the other information. The other information
comprises the information included in the Annual Report other than the financial
statements and our auditor’s report thereon. Our opinion on the financial statements
does not cover the other information and, except to the extent otherwise explicitly
stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether
the other information is materially inconsistent with the financial statements or
our knowledge obtained in the course of the audit, or otherwise appears to be
materially misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If, based on the work we
have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
74 Octopus Titan VCT plc — Annual report and financial statements 2025
Corporate governance statement
The UK Listing Rules sourcebook requires us to review
the Directors’ statement in relation to going concern,
longer-term viability and that part of the Corporate
Governance Statement relating to the Company’s
compliance with the provisions of the UK Corporate
Governance Code specified for our review.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements
of the Corporate Governance Statement is materially
consistent with the financial statements or our
knowledge obtained during the audit.
Going concern and longer-term viability
•
The Directors’ statement with regards to the
appropriateness of adopting the going concern
basis of accounting and any material uncertainties
identified set out on page 52; and
•
The Directors’ explanation as to their assessment of
the Company’s prospects, the period this assessment
covers and why the period is appropriate set out on
page 52.
Other Code provisions
•
Directors’ statement on fair, balanced and
understandable set out on page 64;
•
Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set
out on pages 42 - 45;
•
The section of the annual report that describes the
review of effectiveness of risk management and
internal control systems set out on page 59; and
•
The section describing the work of the audit
committee set out on pages 57 – 59.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our
work performed during the course of the audit, we are
required by the Companies Act 2006 and ISAs (UK) to
report on certain opinions and matters as described
below.
Strategic report and Directors’ report
In our opinion, based on the work undertaken in the
course of the audit:
•
the information given in the Strategic report and the
Directors’ report for the financial year for which the
financial statements are prepared is consistent with
the financial statements; and
•
the Strategic report and the Directors’ report have
been prepared in accordance with applicable legal
requirements.
In the light of the knowledge and understanding of
the Company and its environment obtained in the
course of the audit, we have not identified material
misstatements in the strategic report or the Directors’
report.
Directors’ remuneration
In our opinion, the part of the Directors’ remuneration
report to be audited has been properly prepared in
accordance with the Companies Act 2006.
Matters on which we are required to report by
exception
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
•
adequate accounting records have not been kept,
or returns adequate for our audit have not been
received from branches not visited by us; or
•
the financial statements and the part of the
Directors’ remuneration report to be audited are
not in agreement with the accounting records and
returns; or
•
certain disclosures of Directors’ remuneration
specified by law are not made; or
•
we have not received all the information and
explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities
statement, the Directors are responsible for the
preparation of the financial statements and for being
satisfied that they give a true and fair view, and for
such internal control as the Directors determine is
necessary to enable the preparation of financial
statements that are free from material misstatement,
whether due to fraud or error.
Independent auditor’s report
continued
to the membersofOctopus Titan VCT plc
Octopus Titan VCT plc — Annual report and financial statements 2025 75
Independent auditor’s report
continued
to the membersofOctopus Titan VCT plc
In preparing the financial statements, the Directors
are responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless the Directors either
intend to liquidate the Company or to cease operations,
or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due
to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of these
financial statements.
However, the primary responsibility for the prevention
and detection of fraud rests with both Those Charged
with Governance of the Company and management.
Extent to which the audit was capable of
detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect
of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities,
including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
•
Our understanding of the Company and the industry
in which it operates;
•
Discussion with the Portfolio Manager and those
charged with governance; and
•
Obtaining and understanding of the Company’s
policies and procedures regarding compliance with
laws and regulations.
We considered the significant laws and regulations to
be the Companies Act 2006, the FCA listing and DTR
rules, the principles of the UK Corporate Governance
Code, industry practice represented by the Statement
of Recommended Practice: Financial Statements of
Investment Trust Companies and Venture Capital Trusts
(“the SORP”) and the applicable accounting framework.
We also considered the Company’s qualification as a
VCT under UK tax legislation.
Our procedures in respect of the above included:
•
Agreement of the financial statement disclosures to
underlying supporting documentation;
•
Enquiries of the Portfolio Manager and those charged
with governance relating to the existence of any non-
compliance with laws and regulations;
•
Obtaining the VCT compliance reports prepared by
management’s expert during the year and as at year
end and reviewing their calculations to check that the
Company was meeting its requirements to retain VCT
status; and
•
Reviewing minutes of meeting of those charged with
governance throughout the period for instances of
non-compliance with laws and regulations.
Fraud
We assessed the susceptibility of the financial
statement to material misstatement including fraud.
Our risk assessment procedures included:
•
Enquiry with the Portfolio Manager and those charged
with governance regarding any known or suspected
instances of fraud;
•
Review of minutes of meeting of those charged with
governance for any known or suspected instances of
fraud; and
•
Discussion amongst the engagement team as to
how and where fraud might occur in the financial
statements.
76 Octopus Titan VCT plc — Annual report and financial statements 2025
Independent auditor’s report
continued
to the membersofOctopus Titan VCT plc
Based on our risk assessment, we considered the
areas most susceptible to fraud to be the valuation of
unquoted investments and management override of
controls.
Our procedures in respect of the above included:
•
Considered the opportunity and incentive to
manipulate accounting entries and tested relevant
adjustments made in the year-end financial reporting
process;
•
Reviewed for significant transactions outside the
normal course of business;
•
Reviewed the significant judgements and estimates
made in the valuation of unquoted investments and
considered whether the valuation methodology is the
most appropriate;
•
Considered any indicators of bias in our audit as a
whole; and
•
Performed a review of unadjusted audit differences, if
any, for indications of bias or deliberate misstatement.
We also communicated relevant identified laws and
regulations and potential fraud risks to all engagement
team members who were all deemed to have
appropriate competence and capabilities and remained
alert to any indications of fraud or non-compliance
with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks
of material misstatement in the financial statements,
recognising that the risk of not detecting a material
misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery,
misrepresentations or through collusion. There are
inherent limitations in the audit procedures performed
and the further removed non-compliance with laws
and regulations is from the events and transactions
reflected in the financial statements, the less likely we
are to become aware of it.
A further description of our responsibilities is available
on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.
Other matters which we are required to
address
We were appointed by the Board of Directors on 15
March 2018 to audit the financial statements for the
year ended 31 October 2018.
Our total uninterrupted period of engagement is eight
years, covering the periods ended 31 October 2018 to 31
December 2025.
Our audit opinion is consistent with the additional
report to the audit committee.
Use of our report
This report is made solely to the Company’s members,
as a body, in accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit work has been
undertaken so that we might state to the Company’s
members those matters we are required to state to
them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the
Company and the Company’s members as a body, for
our audit work, for this report, or for the opinions we
have formed.
In due course, as required by the Financial Conduct
Authority Disclosure Guidance and Transparency Rule
4.1.15R - 4.1.18R, these financial statements will form
part of the Electronic Format Annual Financial Report
filed on the National Storage Mechanism of the FCA in
accordance with DTR 4.1.15R – DTR 4.1.18R. This auditor’s
report provides no assurance over whether the Electronic
Format Annual Financial Report has been prepared in
compliance with DTR 4.1.15R – DTR 4.1.18R.
Chris Meyrick (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
28 April 2026
BDO LLP is a limited liability partnership registered in
England and Wales (with registered number OC305127).
Octopus Titan VCT plc — Annual report and financial statements 2025 77
Year to 31 December 2025 Year to 31 December 2024
Notes
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
(Loss)/gain on disposal of fixed asset investments 10 — (5,227) (5,227) — 5,184 5,184
(Loss)/gain on disposal of current asset investments — (15) (15) — 563 563
Loss on valuation of fixed asset investments 10 — (72,727) (72,727) — (136,894) (136,894)
(Loss)/gain on valuation of current asset investments — (145) (145) — 4,439 4,439
Investment income 2 8,074 — 8,074 4,215 — 4,215
Investment management fee 3 (750) (14,253) (15,003) (954) (18,125) (19,079)
Other expenses 4 (5,464) — (5,464) (6,072) — (6,072)
Foreign exchange translation — (28) (28) — (5) (5)
Gain/(loss) before tax 1,860 (92,395) (90,535) (2,811) (144,838) (147,6 49)
Tax 6 — — — — — —
Gain/(loss) after tax 1,860 (92,395) (90,535) (2,811) (144,838) (147,6 49)
Gain/(loss) per share – basic and diluted 8 0.1p (5.6)p (5.5)p (0.2)p (8.8)p (9.0)p
•
The ‘Total’ column of this statement is the profit and loss account of Titan. The supplementary revenue return and capital return columns have been prepared under guidance
published by the Association of Investment Companies.
•
All revenue and capital items in the above statement derive from continuing operations.
•
Titan has only one class of business and derives its income from investments made in shares and securities, and from bank and money market funds.
Titan has no other comprehensive income for the year.
The accompanying notes form an integral part of the financial statements.
Income statement
78 Octopus Titan VCT plc — Annual report and financial statements 2025
Balance sheet
As at 31 December 2025 As at 31 December 2024
Notes £’000 £’000 £’000 £’000
Fixed asset investments 10 573,410 640,797
Debtors: amounts falling due after more than one year 11 3,597 5,296
Current assets:
Money market funds 12 75,018 93,523
Corporate bonds 12 77,809 90,247
Applications cash
1
13 18 22
Cash at bank 806 213
Debtors: amounts falling due within one year 11 3,447 3,116
157,098 192,417
Creditors: amounts falling due within one year 13 (1,261) (1,856)
Net current assets 155,837 190,561
Net assets 732,844 831,358
Share capital 14 1,648 1,647
Share premium 256 —
Capital redemption reserve 141 141
Special distributable reserve 1,048,301 1,056,537
Capital reserve realised (241,857) (125,444)
Capital reserve unrealised (33,239) (57,285)
Revenue reserve (42,406) (44,238)
Total equity shareholders’ funds 732,844 831,358
NAV per share 9 44.5p 50.5p
1. Funds raised from investors since Titan opened for new investment which have not been allotted as at year end.
The accompanying notes form an integral part of the financial statements.
The statements were approved by the Directors and authorised for issue on 28 April 2026 and are signed on their behalf by:
Tom Leader, Chair
Company Number 06397765
Octopus Titan VCT plc — Annual report and financial statements 2025 79
Statement of changes in equity
Share capital
£’000
Share premium
£’000
Capital
redemption
reserve
£’000
Special
distributable
reserve
1
£’000
Capital reserve
realised
1
£’000
Capital reserve
unrealised
£’000
Revenue
reserve
1
£’000
Total
£’000
As at 1 January 2025 1,647 — 141 1,056,537 (125,444) (57,285) (44,238) 831,358
Comprehensive income for the year:
Management fees allocated as capitalexpenditure — — — — (14,253) — — (14,253)
Current year loss on disposal of fixed asset investments — — — — (5,227) — — (5,227)
Current year loss on disposal of current asset investments — — — — (15) — — (15)
Loss on fair value of fixed assetinvestments — — — — — (72,727) — (72,727)
Loss on fair value of current assetinvestments — — — — — (145) — (145)
Gain after tax — — — — — — 1,860 1,860
Foreign exchange translation — — — — — — (28) (28)
Total comprehensive income for the year — — — — (19,495) (72,872) 1,832 (90,535)
Contributions by and distributions toowners:
Share issue (includes DRIS)
2
1 256 — — — — — 257
Share issue costs — — — — — — — —
Repurchase of own shares — — — — — — — —
Dividends paid (includes DRIS)
2
— — — (8,236) — — — (8,236)
Total contributions by and distributions to owners 1 256 — (8,236) — — — (7,979)
Other movements:
Share premium cancellation — — — — — — — —
Prior year fixed asset losses now realised — — — — (53,999) 53,999 — —
Prior year current asset gains now realised — — — — 581 (581) — —
Transfer between reserves — — — — (43,500) 43,500 — —
Total other movements — — — — (96,918) 96,918 — —
Balance as at 31 December 2025 1,648 256 141 1,048,301 (241,857) (33,239) (42,406) 732,844
1. Included within these reserves is an amount of £730,799,000 (2024: £829,571,000) which is considered distributable to shareholders under Companies Act rules. The Income Taxes Act 2007 restricts distribution of capital
from reserves created by the conversion of the share premium account into a special distributable reserve until the third anniversary of the share allotment that led to the creation of that part of the share premium
account. As at 31 December 2025, £656,897,000 (2024: £375,740,000) of the special reserve is distributable under this restriction.
2. The Company did not operate any DRIS during the year ended 31 December 2025.
The accompanying notes form an integral part of the financial statements.
80 Octopus Titan VCT plc — Annual report and financial statements 2025
Statement of changes in equity
continued
Share capital
£’000
Share premium
£’000
Capital
redemption
reserve
£’000
Special
distributable
reserve
1
£’000
Capital reserve
realised
1
£’000
Capital reserve
unrealised
£’000
Revenue
reserve
1
£’000
Total
£’000
As at 1 January 2024 1,594 45,780 74 1,025,614 (89,570) 51,674 (41,422) 993,744
Comprehensive income for the year:
Management fees allocated as capitalexpenditure — — — — (18,125) — — (18,125)
Current year gain on disposal of fixed asset investments — — — — 5,184 — — 5,184
Current year gain on disposal of current asset investments — — — — 563 — — 563
Loss on fair value of fixed assetinvestments — — — — — (136,894) — (136,894)
Gain on fair value of current assetinvestments — — — — — 4,439 — 4,439
Loss after tax — — — — — — (2,811) (2,811)
Foreign exchange translation — — — — — — (5) (5)
Total comprehensive income for the year — — — — (12,378) (132,455) (2,816) (147,649)
Contributions by and distributions toowners:
Share issue (includes DRIS) 120 76,664 — — — — — 76,784
Share issue costs — (1,893) — — — — — (1,893)
Repurchase of own shares (67) — 67 (37,98 6) — — — (37,986)
Dividends paid (includes DRIS) — — — (51,642) — — — (51,642)
Total contributions by and distributions to owners 53 74,771 67 (89,628) — — — (14,737)
Other movements:
Share premium cancellation — (120,551) — 120,551 — — — —
Prior year fixed asset gains now realised — — — — 7,47 3 ( 7,473 ) — —
Prior year current asset losses now realised — — — — (74) 74 — —
Transfer between reserves — — — — (30,895) 30,895 — —
Total other movements — (120,551) — 120,551 (23,496) 23,496 — —
Balance as at 31 December 2024 1,647 — 141 1,056,537 (125,444) (57,285) (44,238) 831,358
1. Included within these reserves is an amount of £829,571,000 (2023: £894,623,000) which is considered distributable to shareholders under Companies Act rules. The Income Taxes Act 2007 restricts distribution of capital
from reserves created by the conversion of the share premium account into a special distributable reserve until the third anniversary of the share allotment that led to the creation of that part of the share premium
account. As at 31 December 2024, £375,740,000 (2023: £330,326,000) of the special reserve is distributable under this restriction.
The accompanying notes form an integral part of the financial statements.
Octopus Titan VCT plc — Annual report and financial statements 2025 81
Notes
Year to 31 December
2025
£’000
Year to 31 December
2024
£’000
Reconciliation of loss to cash flows from operating activities
Loss before tax
1
(90,535) (147,649)
(Increase)/decrease in debtors
2
11 (986) 279
(Increase)/decrease in creditors 13 (591) 146
Loss/(gain) on disposal of current asset investments 12 15 (563)
Loss/(gain) on valuation of current asset investments 12 145 (4,439)
Loss/(gain) on disposal of fixed asset investments 10 5,227 (5,184)
Loss on valuation of fixed asset investments 10 72,727 136,894
Outflow from operating activities (13,998) (20,516)
Cash flows from investing activities
Sale of current asset investments 12,277 23,424
Purchase of fixed asset investments 10 (14,722) (30,011)
Proceeds from sale of fixed asset investments 10 6,510 41,432
Outflow from investing activities 4,065 34,845
Cash flows from financing activities
Movement in applications account 13 (4) (17,820)
Dividends paid (net of DRIS) (8,236) (43,881)
Purchase of own shares 14 — ( 3 7,986)
Share issues (net of DRIS) 257 69,025
Share issue costs — (1,893)
Outflow from financing activities (7,983) (32,555)
Decrease in cash and cash equivalents (17,916) (18,226)
Opening cash and cash equivalents 93,758 111,984
Closing cash and cash equivalents 75,842 93,758
Cash and cash equivalents comprise
Cash at bank 806 213
Applications cash 13 18 22
Money market funds 12 75,018 93,523
Closing cash and cash equivalents 75,842 93,758
1. Loss before tax includes cash inflows from dividends of £3.3 million (2024: £4.2 million) and bond coupons of £4.8 million.
2. Movement in debtors, net of disposal proceeds received in the year of £6.5 million, with £4.9 million relating to current year disposals and £1.6 million relating to prior year disposals.
The accompanying notes form an integral part of the financial statements.
Cash flow statement
82 Octopus Titan VCT plc — Annual report and financial statements 2025
Notes to the financial statements
1. Principal accounting policies
Titan is a Public Limited Company (plc) incorporated
in England and Wales and its registered office is at 6th
Floor, 33 Holborn, London EC1N 2HT.
Titan has been approved as a Venture Capital Trust by
HMRC under Section 259 ofthe Income Taxes Act 2007.
The shares of Titan were first admitted to the Official List
ofthe UK Listing Authority and trading on the London
Stock Exchange on 28December2007 and can be found
under the TIDM code OTV2. Titan is premium listed.
The principal activity of Titan is to invest in a diversified
portfolio of UK smaller companies in order to generate
capital growth over the long term as well as an
attractive tax-free dividend stream.
The financial statements are presented in GBP (£) to the
nearest £’000. The functional currency is also GBP (£).
Some accounting policies have been disclosed in the
respective notes to the financial statements.
Basis of preparation
The financial statements have been prepared on a going
concern basis under the historical cost convention, except
for the measurement at fair value of certain financial
instruments, and in accordance with UK Generally
Accepted Accounting Practice (GAAP), including Financial
Reporting Standard 102 – ‘The Financial Reporting
Standard applicable in the United Kingdom and Republic
of Ireland’ (FRS 102), and with the Companies Act 2006
and the Statement of Recommended Practice (SORP)
‘Financial Statements of Investment Trust Companies and
Venture Capital Trusts (July 2022)’.
The principal accounting policies have remained
unchanged from those set out in Titan’s 2024 annual
report and financial statements. A summary of the
principal accounting policies is set outin the notes.
Titan presents its Income Statement in a tri-columnar
format to give shareholders additional detail of the
performance of Titan, split between items of a revenue
or capital nature as required by the SORP.
The preparation of the financial statements requires
management to make judgements and estimates that
affect the application of policies and reported amounts
of assets, liabilities, income and expenses. Estimates and
assumptions mainly relate to the fair valuation of the fixed
asset investments, particularly unquoted investments.
Estimates are based on historical experience and other
assumptions that are considered reasonable under the
circumstances. The estimates and the assumptions are
under continuous review with particular attention paid to
the carrying value of the investments.
Capital valuation policies are those that are most
important to the manifestation of Titan’s financial
position and that require the application of subjective
and complex judgements, often as a result of the
need to make estimates about the effects of matters
that are inherently uncertain and may change in
subsequent periods. The critical accounting policies
that are declared will not necessarily result in material
changes to the financial statements in any given period
but rather contain a potential for material change. The
main accounting and valuation policies used by Titan
are disclosed in the notes below. Whilst not all of the
significant accounting policies require subjective or
complex judgements, Titan considers that the following
accounting policies should be considered critical.
Titan has designated all fixed asset investments as
being held at fair value through profit or loss in line
with the exemption under FRS 102 for investment
companies, therefore all gains and losses arising from
investments held are taken to the Income Statement in
the period in which they occur. Accordingly, all interest
income, fee income, expenses and investment gains
and losses are attributable to assets designated as
being at fair value through profit or loss. Corporate
bonds (part of current asset investments) are held at
fair value through profit or loss.
Investments are regularly reviewed to ensure that
the fair values are appropriately stated. Quoted
investments are valued in accordance with the bid-price
on the relevant date, unquoted investments are valued
in accordance with current IPEV valuation guidelines,
although this does rely on subjective estimates such as
appropriate sector earnings or revenue-based multiples,
forecast results of portfolio companies, asset values of
subsidiary companies andliquidity or marketability of
the investments held.
Although Titan believes that the assumptions
concerning the business environment and estimates of
future cash flows are appropriate, changes in estimates
and assumptions could require changes in the stated
values. This could lead to additional changes in fair
value in the future.
Revenue and capital
The revenue column of the Income Statement includes
revenue income and revenue expenses. The capital
column includes changes in fair value of investments,
as well as gains and losses on disposal and any capital
dividends received. Gains and losses arising from
changes in fair value of investments are recognised as
part of the capital return within the Income Statement.
Investment management fees are split between
revenue (5%) and capital (95%) in line with the Board’s
expected long-term return in the form of income and
capital gains respectively from Titan’s investment
portfolio.
Octopus Titan VCT plc — Annual report and financial statements 2025 83
1. Principal accounting policies continued
Cash and cash equivalents
Cash and cash equivalents comprises cash at bank and
other highly liquid short-term investments with a maturity of
three months or less at the date of acquisition and subject
to insignificant changes in fair value. For the purpose of the
Cash Flow Statement, cash and cash equivalents comprises
cash at bank and money market funds (MMFs). Thecarrying
amount approximates fair value.
Financing strategy and capital structure
Capital management is monitored and controlled by
forecasting income and expenditure over both the short
and medium-term to enable investments to be made
whilst maintaining short-term liquidity. The investments
being managed include equity and fixed-interest
investments, and short-term liquidity comprises cash
and cash equivalents, debtors and creditors.
We define capital as shareholders’ funds and our financial
strategy in the medium term is to manage a level of cash
that balances the risks of the business with optimising the
return on equity. Titan currently has no borrowings nor
does it anticipate that it will have any borrowing facilities
in the future to fund the acquisition of investments.
Titan does not have any externally imposed capital
requirements.
The value of the managed capital is indicated in
Note15. The Board considers the distributable reserves
and the total return for the period when recommending
a dividend. Inaddition, the Board is authorised to make
market purchases up to a maximum of 14.99% of the
issued Ordinary share capital of Titan in accordance
with Special Resolution 14 in order to maintain sufficient
liquidity in the VCT.
Financial instruments
Titan’s principal financial assets are its investments
and the policies in relation to those assets are set out
in Note 10. Financial liabilities and equity instruments
are classified according to the substance of the
contractual arrangements entered into. An equity
instrument is any contract that evidences a residual
interest in the assets of the entity after deducting all
of its financial liabilities. Where the contractual terms
of share capital do not have any terms meeting the
definition of a financial liability then this is classed
as an equity instrument. Dividends and distributions
paid to shareholders relating to the Company’s equity
instruments.
Judgements in applying accounting policies
andkeysourcesof estimationuncertainty
This is addressed in Note 10.
Reserves
Share capital – represents the nominal value of shares
that have been issued.
Share premium – includes any premium received on
issue of share capital. Any transaction costs directly
associated with the issuing of shares are deducted from
share premium.
Special distributable reserve – includes realised profits
and cancelled share premium available for distribution,
subject to compliance with VCT rules.
Capital redemption reserve – represents the nominal
value of shares bought back from shareholders and
cancelled.
Capital reserve realised – arises when an investment is
sold. Any balance held on the capital reserve unrealised
is transferred to the capital reserve realised, as a
movement in reserves.
Capital reserve unrealised – arises when Titan
revalues the investments held at the end of the period.
Any gains or losses arising are credited/charged to the
capital reserve unrealised.
Revenue reserve – revenue profits and losses are
credited and charged to this account.
Subsidiaries
Zenith Holding Company is a wholly owned subsidiary
of Titan, but owing to the exemptionpermitted
under FRS 102 to not have to consolidate investment
companies held as part of an investment portfolio
(Section 9 of FRS 102, paragraphs 9.9(b) and 9.9B),
Titan has not consolidated the assets and liabilities of
Zenith Holding Company. Zenith Holding Company
made a loss after dividends of £12,314,000 during the
year to 31 October 2025 (2024: profit of £899,000),
and its aggregate capital and reserves during the year
amounted to £259,000 (2024: £12,573,000).
Notes to the financial statements
continued
84 Octopus Titan VCT plc — Annual report and financial statements 2025
2. Investment income
Accounting policy
Investment income includes interest earned on money market funds.
Interest income on debt, corporate bonds and money market funds are
recognised so as to reflect the effective interest rate, provided there is no
reasonable doubt that payment will be received in due course.
In the prior year, bond coupon income was presented within unrealised
gains and losses in the Income Statement. With effect from the current
year, the presentation has been revised to classify bond coupon income
separately as investment income, as this more appropriately reflects its
nature.
Disclosure
Year to
31 December
2025
£’000
Year to
31 December
2024
£’000
Money market funds 3,307 4,215
Bond coupon income
1
4,767 —
Total investment income 8,074 4,215
1. The bond coupon income for the prior year is disclosed within unrealised gains and losses in the Income
Statement.
3. Investment management fees
Accounting policy
For the purposes of the revenue and capital columns in the Income
Statement, the management fee has been allocated 5% to revenue and 95%
to capital, in line with the Board’s expected long-term return in the form of
income and capital gains respectively from Titan’s investment portfolio.
Disclosure
Year to 31 December 2025 Year to 31 December 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Investment management fee 750 14,253 15,003 954 18,125 19,079
The Portfolio Manager provides investment management services through agreements
with Octopus AIF Management Limited and Titan. No compensation is payable if the
agreement is terminated by either party, if the required notice period is given. Thefee
payable, should insufficient notice be given, will be equal to the fee that would have
been paid should continuousservice be provided, or the required notice period was
given. Thebasis upon whichthe management fee is calculated is disclosed within
Note19 of the financialstatements.
4. Other expenses
Accounting policy
Other expenses are accounted for on an accruals basis and are charged
wholly to revenue.
The transaction costs incurred when purchasing or selling assets are
written off to the Income Statement in the period that they occur.
Year to
31 December
2025
£’000
Year to
31 December
2024
£’000
Ongoing advisor charges and trail commission 1,742 2,111
Non-investment services fee
1
1,495 2,078
Professional fees
2
1,027 363
Directors’ remuneration
3
288 263
Other fees 224 417
Audit fees 213 204
Registrar’s fees 188 196
Directors and Officers (D&O) Insurance 124 117
Depository fees 85 187
Listing fees 78 136
Total 5,464 6,072
1. Non-investment services fees were payable under the previous investment management arrangements up to
11 September 2025. Following the execution of the new Investment Management and Non-Investment Services
Agreement on that date, non-investment services are provided under the revised contractual terms. For further
information please see note 19.
2. Professional fees include costs incurred in relation to the Board led Strategic Review undertaken during the year,
including external advisory support provided by Smith Square Partners LLP.
3. Includes employers' NI.
Notes to the financial statements
continued
Octopus Titan VCT plc — Annual report and financial statements 2025 85
4. Other expenses continued
Under the IMNISA, the Company’s total ongoing charges ratio is subject to a tiered cap
linked to the Company’s average net asset value, calculated in accordance with AIC
guidelines. For the year ended 31 December 2025, the applicable cap was 2.5%. For the
year to 31December2025, the ongoing charges were 2.3% of net assets (2024: 2.5%).
This is calculated by summing the expenses incurred in the period (excluding ongoing IFA
charges and non-recurring expenses) divided by the average NAV throughout the period.
Professional fees include costs incurred in connection with the Board-led Strategic Review
undertaken during the year and the prior year, including external advisory support
provided by Smith Square Partners LLP (“SSP”), with total fees of £1.4 million, which led to
the implementation of a revised IMNISA. The revised IMNISA introduced a tiered annual
management fee structure linked to net asset value, together with a rebate mechanism,
resulting in an estimated saving of approximately £1.8 million in the current financial year.
5. Directors’ remuneration
Total Directors’ fees paid during the year were £255,000 (2024: £238,000). Employers’
National Insurance contributions paid during the year were £33,000 (2024: £25,000).
Thehighest paid Director received £49,500 (2024: £48,000). None of the Directors
received any other remuneration or benefit from Titan during the period. Titan has
no employees other than Non-Executive Directors. The average number of Non-
Executive Directors in the period was six (2024: six).
6. Tax on ordinary activities
Accounting policy
Corporation tax payable is applied to profits chargeable to corporation
tax, if any, at the current rate. The tax effect of different items of income/
gain and expenditure/loss is allocated between capital and revenue return
on the ‘marginal’ basis as recommended in the SORP.
Deferred tax is recognised in respect of all timing differences at the
reporting date. Timing differences are differences between taxable profits
and total income as stated in the financial statements that arise from the
inclusion of income and expenses in tax assessments in periods different
from those in which they are recognised infinancialstatements.
Disclosure
The corporation tax charge for the period was £nil (2024: £nil).
Year to
31 December
2025
£’000
Year to
31 December
2024
£’000
Loss on ordinary activities before tax (90,535) (147,649)
Current tax at 25% (2024: 25%) (22,634) (36,912)
Effects of:
Non-taxable income (827) (1,054)
Non-taxable capital loss 19,529 31,677
Non-deductible expenses 6 55
Zenith distribution
1
— 3,100
Excess management expenses on which deferred tax
not recognised
3,926 3,134
Total current tax charge — —
1. £12.4 million was distributed from Zenith Holding Company to Titan in the prior year which is taxable
income for Titan.
Unrelieved tax losses of £235,228,000 (2024: £219,524,000) are estimated to be
carried forward at 31December2025 (subject to completion of Titan’s tax return)
and areavailable for offset against future taxable income, subject to agreement
with HMRC. Titan has not recognised the deferred tax asset of £58,807,000 (2024:
£54,881,000) in respectof these tax losses because there is insufficient forecast taxable
income in excess of deductible expenses to utilise these losses carried forward. There is
no expiry period on these deductible expenses under the UK HMRC legislation.
Approved VCTs are exempt from tax on capital gains. As the Directors intend for
Titan to continue to maintain its approval as a VCT through its affairs, no current
deferred tax has been recognised in respect of any capital gains or losses arising on
therevaluation or disposal of investment.
Notes to the financial statements
continued
86 Octopus Titan VCT plc — Annual report and financial statements 2025
7. Dividends
Accounting policy
Dividends payable are recognised as distributions in the financial
statements when Titan’sliability to make the payment has been
established. This liability is established on therecord date, the date on
which those shareholders on the share register are entitled tothe dividend.
Disclosure
Year to
31 December
2025
£’000
Year to
31 December
2024
£’000
Dividends paid in the year
Previous year’s second interim dividend – 0.5p
(2024:1.9p) 8,236 31,876
Current year’s interim dividend – nil
(2024:1.2p) — 19,767
Total 8,236 51,643
Dividends in respect of the year
Interim dividend – nil (2024: 1.2p) — 19,767
Second interim dividend – nil (2024: 0.5p) — 8,236
Total — 28,003
The figures above include dividends elected to be reinvested through the DRIS.
8. Earnings per share
Year to 31 December 2025 Year to 31 December 2024
Revenue Capital Total Revenue Capital Total
Gain/(loss) attributable
to Ordinary
shareholders (£’000)
1,860 (92,395) (90,535) (2,811) (144,838) (147,649)
Gain/(loss) per Ordinary
share
0.1p (5.6)p (5.5)p (0.2)p (8.8)p (9.0)p
The total loss per share is based on 1,647,516,355 (2024: 1,644,900,726) Ordinary
shares, being the weighted average number of Ordinary shares in issue during
theyear.
There are no potentially dilutive capital instruments in issue and so no diluted
return per share figures are relevant. The basic and diluted earnings per share are
thereforeidentical.
9. Net asset value per share
31 December
2025
31 December
2024
Net assets (£) 732,844,000 831,358,000
Ordinary shares in issue 1,647,726,059 1,647,212,355
NAV per share (p) 44.5 50.5
Notes to the financial statements
continued
Octopus Titan VCT plc — Annual report and financial statements 2025 87
10. Fixed asset investments
Accounting policy
Titan’s principal financial assets are its fixed asset investments and the policies in relation to those assets are set out below. Purchases and sales of investments are
recognised in the financial statements at the date of the transaction (trade date).
These investments are managed and their performance evaluated on a fair value basis in accordance with a documented investment strategy and information
about them is provided internally on that basis to the Board. Accordingly, as permitted by FRS 102, the investments are measured as being at fair value through
profit or loss (FVTPL) on the basis that they qualify as a group of assets managed, and whose performance is evaluated, on a fair value basis in accordance with a
documented investment strategy. Titan’s investments are measured at subsequent reporting dates at fair value.
In the case of unquoted investments, fair value is established by using measures of value such as price of recent transaction, earnings or revenue-based multiples,
discounted cash flows and net assets. This is consistent with IPEV capital valuation guidelines. Where price ofrecent transaction is used, the valuation is calibrated to
a validmethodology.
Gains and losses arising from changes in fair value of investments are recognised as part of the capital return within the Income Statement and allocated to the
capital reserve unrealised. Fixed returns on non-equity shares and debt securities which are held at fair value are computed using the effective interest rate, to
distinguish between the interest income receivable and other fair value movements arising on these instruments (which are both disclosed as holding gains within the
capital column of the Income Statement).
Investments that are deemed to be associates due to the shareholding and the level of influence exerted over the portfolio company, and which are held as part of
the investment portfolio, are measured at fair value using a methodology consistent with the rest of Titan’s portfolio, as permitted by FRS 102 and highlighted in the
SORP (paragraph 32).
In preparation of the valuations of assets the Directors are required to make judgements and estimates that are reasonable and incorporate their knowledge of the
performance of the portfolio companies.
Fair value hierarchy
Paragraph 34.22 of FRS 102 recognises a hierarchy of fair value measurements, for financial instruments measured at fair value in the balance sheet, which gives the highest
priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). This methodology is
adopted by Titan and requires disclosure of financial instruments to be dependent on the lowest significant applicable input, as laid out below:
Level 1: The unadjusted, fully accessible and current quoted price in an active market for identical assets or liabilities that an entity can access at the measurement date.
Titan’squoted investments are included in Level 1.
Level 2: Inputs for similar assets or liabilities other than the quoted prices included in Level1that are directly or indirectly observable, which exist for the duration of the period
ofinvestment.
Level 3: This is where inputs are unobservable, where no active market is available and recent transactions for identical instruments do not provide a good estimate of fair value
for the asset or liability. Titan’s unquoted investments are included in Level 3 in the current and prior year.
During the last year, there have been no transfers across the various Levels throughout the portfolio. Note, there are no assets which are valued using Level 1 inputs at
31December 2025.
Notes to the financial statements
continued
88 Octopus Titan VCT plc — Annual report and financial statements 2025
10. Fixed asset investments continued
Fair value hierarchy continued
All items held at fair value through profit or loss were designated as such upon initial
recognition. Movements in investments at fair value through profit or loss during the
yearto31 December 2025 are summarised below and in Note 16.
The most critical estimates, assumptions and judgements relate to the determination
of the carrying value of investments at ‘fair value through profit and loss’ (FVTPL).
Allinvestmentsheld by Titan are classified as FVTPL and measured in accordance
with the International Private Equity and Venture Capital Valuation (IPEV) guidelines,
as updated in December 2022. For investments actively traded on organised financial
markets, fair value is generally determined by reference to stock exchange market
quoted bid prices at the close of business on the balance sheet date.
Unquoted investments are stated at fair value by the Directors at each measurement
date in accordance with appropriate valuation techniques, which are consistent with
the IPEV guidelines:
(i) the price of a recent investment (PRI), if resulting from an orderly transaction, is
assumed to represent fair value as of the transaction date. At every subsequent
measurement date, the PRI may remain an appropriate indicator of fair value,
however as its validity is eroded over time, adequate consideration will be given to
the current facts and circumstances, including, but not limited to, changes in the
market or changes in the performance of the portfolio company. This may result in
calibrating the PRI to account for the aforementioned factors. Where necessary, we
may rely on PRI for certain investments where other valuation methodologies may
not be possible, or calibration confirms the PRI is appropriate notably where there are
no current or short-term future revenues expected, and no other valuation approach
is appropriate;
(ii) where a recent transaction is not deemed to be representative of fair value, a
market approach may be considered. This technique involves the application
of an appropriate multiple to a performance measure (typically revenue, but
potentially also EBITDA (Earnings Before Interest, Taxes, Depreciation and
Amortisation)) in order to derive the value of the business:
–
appropriate multiples will usually be derived by reference to a peer group
of current market-based multiples, as reflected in market valuations
of comparable quoted companies or the price at which comparable
companies have changed ownership, to the extent this information is
publicly available; or
–
calibration to the PRI validates the valuation techniques using
contemporaneous market inputs and may be further adjusted to reflect the
trading performance of the portfolio company versus expectations as at
theinvestment date;
(iii) premiums, to the extent that they are considered capital in nature, and that
they will be received upon repayment of loan stock investments, are accrued
atfair value when Titan receives the right to the premium and when considered
recoverable;
(iv) for investments in early or development stages, where there are no current or
short-term future revenues expected, the most appropriate valuation approach
to measure fair value may be based on calibrating the latest pricing round using
qualitative milestones. These milestones provide a directional indication of the
movement in fair value, which we have sensitised by a standardised percentage,
applied in 25% increments; and
(v) where a number of discreet outcomes can be expected for an investment, a
simplified probability-weighted expected return model may be used to determine
fair value.
Capital gains and losses on investments, whether realised or unrealised, are dealt with
in the profit and loss and capital reserves (realised and unrealised), and movements
in the period are shown in the Income Statement. All figures are shown net of any
applicable transaction costs incurred by Titan. All investments are initially recognised
at transaction price and subsequently measured at fair value. Changes in fair value
are recognised in the Income Statement.
A key judgement made in applying the above Accounting policy relates to
investments that are permanently written off. Where the value of an investment
has fallen permanently below the price of recent investment, the loss is treated as a
realised loss, even though the investment is still held. The Board assesses the portfolio
for such investments and, after agreement with the Portfolio Manager, will agree the
values that represent the extent to which an investment loss has become realised.
Thisisbased upon an assessment of objective evidence of that investment’s future
prospects, todetermine whether there is potential for the investment to recover
invalue.
Notes to the financial statements
continued
Octopus Titan VCT plc — Annual report and financial statements 2025 89
10. Fixed asset investments continued
The following table summarises the various valuation methodologies used to value Level 3 instruments, the inputs and the sensitivities applied and the impact of those
sensitivities to the unobserved inputs.
Number of companies
valued by approach
Percentage of companies
valued by approach Fair value
Sensitivity impact
Valuation basis / methodology
Inputs to be
sensitised
31 December
2025
31 December
2024
31 December
2025
31 December
2024
31 December
2025
£m
31 December
2024
£m
31 December
2025
£m
31 December
2024
£m
Calibrated Price of Recent
Investment
1
n/a 28
24 22% 17% 137.6
106.2 n/a n/a
Market Approach – revenue
multiple
Market multiple
±10%
28
30 22% 22% 314.2
341.3 23.2 / (25.6) 34.1 / (34.1)
Probability-weighted
approach
2
n/a 23
33 18% 24% 74.6
100.2 n/a n/a
Milestone approach
±25% milestone
achievement
16
25 12% 18% 46.9
91.0 12.1 / (13.5) 20.4 / (30.1)
Write-off n/a 35
26 26% 19% 0.0
0.0 n/a n/a
Total 130 138 100% 100% 573.4 638.7
1. Sensitivity analysis has not been provided for inputs to the Calibrated Price of Recent Investment valuation methodology as it references external pricing datapoints in recent investment rounds. If the Fair Value of the
investments valued using Calibrated Price of Recent Investment is sensitised by +/- 10% the Fair Value would increase or decrease by £13.8 million.
2. Sensitivity analysis has not been provided for inputs to the Probability Weighted Approach valuation methodology as each investment valued using this approach has a unique set of expected outcomes and probability
weightings. If the Fair Value of the investments valued using Probability Weighted Approach is sensitised by +/- 10% the Fair Value would increase or decrease by £7. 5 million.
To ensure the accuracy and robustness of fair value assessments for fixed assets, particularly those involving Level 3 inputs, a dedicated Valuation Committee reviews all
portfolio company valuations. The Valuation Committee rigorously challenges the Valuation Team's assumptions and methodologies, leveraging the expertise of its members,
who include both internal and external professionals with the necessary technical knowledge and experience to provide robust oversight and guidance.
Notes to the financial statements
continued
90 Octopus Titan VCT plc — Annual report and financial statements 2025
10. Fixed asset investments continued
Disclosure
Movements in investments at fair value through profit or loss during the year to
31December 2025 are summarised as follows:
Level 1:
Quoted
investments
£’000
Level 3:
Unquoted
investments
£’000
Total
£’000
Valuation and net book amount:
Book cost 12,195 727,769 739,964
Cumulative revaluation (11,704) (87,463) (99,167)
Valuation at 1 January 2025 491 640,306 640,797
Movement in the year:
Purchases at cost — 16,210 16,210
Disposal proceeds
1
(107) (5,536) (5,643)
Loss on disposal of investments
2
(384) (4,843) (5,227)
Revaluation of investments held at year-end — (72,727) (72,727)
Valuation at 31 December 2025 — 573,410 573,410
Book cost at 31 December 2025 — 689,561 689,561
Cumulative revaluation at 31December 2025 — (116,151) (116,151)
Valuation at 31 December 2025 — 573,410 573,410
1. Total proceeds realised from exits during the year amounted to £5.6 million. This includes £4.9 million in
cash proceeds received upon exit, £0.1 million of proceeds deferred to future years and £0.6 million of
proceeds received relating to prior year disposals.
2. Deferred proceeds have been revalued at year-end and a loss of £35,000 has been netted against the
(loss)/gain on disposal of investments.
The investment portfolio is managed with capital growth as the primary focus.
Theloan and equity investments are considered to be one instrument due to the legal
binding statedwithin the investment agreements and so they are combined in the
table shownabove.
Unquoted investments in the portfolio are considered Level 3 assets, such that
their values are not directly observable but are estimated using a combination of
valuation methodologies which notably extrapolate from observable market data
for comparable assets. Thesensitivity of these valuations to a reasonable possible
change in such assumptions isgiven in Note 16.
Movements in investments at fair value through profit or loss during the previous
period to 31 December 2024 are summarised as follows:
Level 1:
Quoted
investments
£’000
Level 3:
Unquoted
investments
£’000
Total
£’000
Valuation and net book amount:
Book cost 17,16 8 735,874 753,042
Cumulative revaluation (16,158) 54,519 38,361
Valuation at 1 January 2024 1,010 790,393 791,403
Movement in the year:
Purchases at cost — 35,918 35,918
Disposal proceeds
1
(17) (54,797) (54,814)
(Loss)/gain on disposal of investments
2
(46) 5,230 5,184
Revaluation of investments held at year-end (456) (136,438) (136,894)
Valuation at 31 December 2024 491 640,306 640,797
Book cost at 31 December 2024 12,195 727,769 739,964
Cumulative revaluation at 31December 2024 (11,704) (87,463) (99,167)
Valuation at 31 December 2024 491 640,306 640,797
1. Total proceeds realised from exits during the year amounted to £54.8 million. This includes £28.5 million in
cash proceeds received upon exit, £5.9 million in equity proceeds received upon disposal, £8.0 million of
proceeds deferred to future years and a £12.4 million distribution received from Zenith Holding Company.
2. Deferred proceeds have been revalued at year-end and a gain of £335,000 has been netted against the
(loss)/gain on disposal of investments.
Notes to the financial statements
continued
Octopus Titan VCT plc — Annual report and financial statements 2025 91
10. Fixed asset investments continued
Exits
The following disposals (including partial disposals) took place in the period to
31December 2025.
Name of
company
Area of
investment
focus
Year of
first
investment
Total
investment
cost
£m Acquirer
Date
of exit
Antidote Technologies
Limited
1
Health April 2013 8.3
4
83Bar Mar-25
Trafi Limited
1
Climate May 2018 3.0 Enghouse Systems Apr-25
Smiler BV Consumer
December
2022
2.9
2
Secondaries Apr-25
The Faction Collective
1
Consumer
August
2012
4.7
4
–
3
May-25
Smartkem Limited Deeptech July 2015 12.2 Listed Aug-25
CurrencyFair Limited
(trading as Zai)
Fintech March 2015 8.4 –
5
Oct-25
Intrepid Owls Limited
(trading as Rest-Less)
Fintech
August
2018
2.4 Just Group Oct-25
Impatients N.V. (trading as
MyTomorrows)
Health
January
2017
2.8
2
Secondaries Oct-25
Memrise Inc. Consumer
January
2018
5.1 –
5
Dec-25
1. These companies have also been invested in by other funds managed by Octopus.
2. Partial disposal.
3. A conversion of shares to deferred shares with no cash transferred.
4. The amount shown represents the original investment cost, being the capital invested across Titans 1–5 prior
to the 2014 merger. This differs from the book cost, which reflects the fair value at which the investment was
acquired by Titan
(
formerly Titan 2
)
on transfer, including the associated holding gain recognised at that time.
5. Exit resulted from a restructuring in which Titan surrendered its shares and cancelled its loan.
The company received £5.0 million (2024: £41.4 million) from investments sold in the
year, and £0.6 million relating to investments sold in prior periods. The book cost of
these investments when they were purchased was £49.8 million (2024: £41.3 million).
These investments have been revalued over time and until they were sold any unrealised
gains/losses were included in the fair value of the investments.
The following disposals (including partial disposals) took place in the period to
31December 2024.
Name of
company
Area of
investment
focus
Year of
first
investment
Total
investment
cost
£m Acquirer
Date
of exit
Cazoo Limited
1
Consumer Jan-18 5.0 Listed Mar 24
Unmade Limited Deep tech May-19 3.8 High-Tech Apparel Apr-24
Positron Technologies
Limited
(trading as Tax Scouts)
FinTech May-20 4.5 TaxFix Jun-24
Foodsteps Limited
1
Climate Mar-22 1.7 Registrar Jul-24
Perk Finance S.L.
(trading as Cobee)
1
FinTech Nov-22 4.8 Pluxee Sep-24
Vitesse PSP Limited FinTech Jun-20 1.3
2
Secondaries Oct-24
Neat SAS
1
FinTech Nov-22 0.4
2
Secondaries Oct-24
Appear Here Limited
1
Consumer Apr-17 8.5 –
3
Oct-24
Artesian Solutions Limited
(trading as FullCircl)
1
B2B Software Dec-11 5.5
4
nCino Nov-24
Invierno AB
(trading as Vinter)
1
FinTech Mar-22 1.8 Kaiko Dec-24
Mosaic Smart Data
Limited
FinTech Apr-19 4.0 Behavox Dec-24
1. These companies have also been invested in by other funds managed by Octopus.
2. Partial disposal.
3. A conversion of shares to deferred shares with no cash transferred.
4. £5.5 million is the investment cost, which reflects the amount invested into FullCircl from Titans 1-5 before the
2014 merger. This is different to the book cost of £6.4 million which includes the holdings gain when transferred
from Titans 1, 3, 4 and 5 to Titan 2
(
now Titan
)
during the 2014 merger, as Titan purchased this asset at fair value.
The company received £41.4 million from investments sold in the year. The book cost
of these investments when they were purchased was £41.3 million. These investments
have been revalued over time and until they were sold any unrealised gains/losses
were included in the fair value of the investments.
At 31 December 2025, there were no commitments in respect of fixed asset
investments not yet completed (2024: none).
Notes to the financial statements
continued
92 Octopus Titan VCT plc — Annual report and financial statements 2025
11. Debtors
31 December
2025
£’000
31 December
2024
£’000
Deferred consideration (non-current)
1
3,597 5,296
Deferred consideration (current)
1
2,285 2,969
Prepayments 137 143
Other debtors 1,025 4
Total 7,04 4 8,412
1. Disposal proceeds on investments made during the year for which the disposal proceeds have not been
received by year end.
12. Current asset investments
Accounting policy
For the purpose of the Cash Flow Statement, cash and cash equivalents
comprise of cash at bank and money market funds.
Current asset investments on the Balance Sheet comprise money market
funds and corporate bonds, which are designated as FVTPL. Gains and losses
arising from changes in fair value of investments are recognised as part of
the capital return within the Income Statement and allocated to the capital
reserve unrealised.
Money market funds are measured at the latest published price.
Thecurrent asset investments are held for trading, are actively managed
and the performance is evaluated in accordance with a documented
investment strategy. Information about them is provided internally on that
basis to the Board.
31 December
2025
£’000
31 December
2024
£’000
Money market funds 75,018 93,523
Corporate bonds 77,809 90,247
Total current asset investments 152,827 183,770
Money market funds held at year end sit within Level 2 of the fair value hierarchy
for the purposes of FRS 102, and corporate bonds sit within Level 2 of the fair value
hierarchy as set out in Note 10. The classification of money market funds changed
from Level 1 in the prior year to Level 2 in the current year, reflecting the use of
observable market inputs rather than quoted prices in an active market. The current
asset investments are readily convertible into cash at the option of Titan, within
sevendays.
At 31 December 2025, there were no commitments in respect of current asset
investments approved by the Portfolio Manager but not yet completed (2024: none).
13. Current liabilities
Accounting policy
Financial liabilities and equity instruments are classified according to
the substance of the contractual arrangements entered into. An equity
instrument is any contract that evidences a residual interest in the assets
of the entity after deducting all of its financial liabilities. Where the
contractual terms of share capital do not have any terms meeting the
definition of a financial liability then this is classed as an equity instrument.
Dividends and distributions relating to equity instruments are debited
directly to equity.
31 December
2025
£’000
31 December
2024
£’000
Accruals 1,243 1,827
Trade creditors — 7
Applications cash
1
18 22
Total 1,261 1,856
1. Applications cash is cash received from investors to Titan but not yet allotted. The movement in the
applications cash creditor is reflected in the Cash Flow Statement as application inflows not yet allotted.
Notes to the financial statements
continued
Octopus Titan VCT plc — Annual report and financial statements 2025 93
14. Share capital
31 December 2025
£’000
31 December 2024
£’000
Allotted and fully paid up: 1,647,726,059
(2024:1,647,212,355) Ordinary shares of 0.1p 1,648 1,647
The capital of Titan is managed in accordance with its investment policy with a view to the
achievement of its investment objective as set out on page 5. Titan is not subject to any
externally imposed capital requirements.
Capital is defined as shareholders’ funds and Titan’s financial strategy in the medium term
is to manage a level of cash that balances the risks of the business with optimising the
return on equity. Titan currently has no borrowings nor does it anticipate that it will enter
into any borrowing facilities in the future to fund the acquisition of investments.
The Board considers the distributable reserves and the total return for the year when
recommending a dividend. In addition, the Board is authorised to make market purchases
up to a maximum of 14.99% of the issued Ordinary share capital of Titan as at the date of
the AGM for the period to the next AGM in accordance with Special Resolution 14 in order
to maintain sufficient liquidity in Titan’s shares.
Capital management is monitored and controlled using the internal control procedures set
out on page 59 of this report. The capital being managed includes equity and fixed-interest
investments, cash balances and liquid resources including debtors and creditors.
0.1p Ordinary shares
31 December 2025
’000
31 December 2024
’000
Brought forward 1,647,212 1,593,601
Shares issued – fundraise 514 108,071
Shares issued – DRIS
1
— 12,828
Shares repurchased for cancellation — (67,288)
Carried forward 1,6 47,726 1,647,212
1. The Dividend Reinvestment Scheme (DRIS) allows shareholders to elect to receive Ordinary shares instead
of a dividend. This is explained further in the Shareholder Information and Contact Details at the back of
this report.
Each share has full voting, dividend and capital distribution rights.
During the year 513,704 shares were issued at an average price of 50.0p per share
(2024: 120,898,782 shares were issued at a price of 65.5p). The gross consideration
received for these shares was £0.3 million (£0.3 million net) (2024: £77 million gross,
£75millionnet).
Titan did not repurchase any Ordinary shares for cancellation (2024: 67,287,519 shares
at a weighted average price of 56.5p per share at a cost of £38 million).
The total nominal value of the shares repurchased during the financial year
was £nil, representing 0.0% of the issued share capital at the year end (2024:
£67,288representing0.0%).
15. Reserves
When Titan revalues its investments during the year, any gains or losses arising are
credited or charged to the Income Statement. Unrealised gains/losses are then
transferred to the ‘Capital reserve unrealised’. When an investment is sold, any
balance held on the ‘Capital reserve unrealised’ is transferred to the ‘Capital reserve
realised’ as a movement in reserves.
Reserves available for distribution under the Companies Act by way of a dividend are:
31 December 2025
£’000
31 December 2024
£’000
Brought forward 829,570 894,622
Movement in period (98,771) (65,052)
Carried forward 730,799 829,570
This is the maximum value of reserves available for distribution under the Companies
Act. However, the amounts available for distribution may be lower due to HMRC
Distributable Reserves restrictions. VCT regulations further restrict the distribution
of the special distributable reserve until at least three years after the year-end in
which the funds were originally raised. As at 31 December 2025, £656,897,000 (2024:
£375,740,000) is distributable subject to this restriction.
Notes to the financial statements
continued
94 Octopus Titan VCT plc — Annual report and financial statements 2025
15. Reserves continued
The purpose of the special distributable reserve is to create a reserve which will be
capable of being used by Titan to pay dividends and for the purpose of making
repurchases of its own shares in the market with a view to narrowing the discount to
net asset value at which Titan's Ordinary shares trade. During the year there was no
share premium cancellation (2024: £121 million).
16. Financial instruments and risk management
Titan’s financial instruments comprise equity and fixed-interest investments, cash
balances and liquid resources including debtors and creditors. Titan holds financial
assets in accordance with its Investment policy of investing mainly in a portfolio of
VCT qualifying unquoted securities whilst holding a proportion of its assets in cash or
near-cash investments in order to provide a reserve of liquidity.
Classification of financial instruments
Titan held the following categories of financial instruments, all of which are included in
the Balance Sheet at fair value, at 31 December 2025:
31 December 2025
£’000
31 December 2024
£’000
Financial assets held at fair value through
profitor loss
Fixed asset investments 573,410 640,797
Corporate bonds 77,809 90,247
Money market funds 75,018 93,523
Total 726,237 824,567
Financial assets at amortised cost
Applications cash
1
18 22
Cash at bank 806 213
Other debtors 1,025 4
Disposal proceeds (deferred consideration) 5,882 8,265
Total 7,731 8,504
Financial liabilities at amortised cost
Trade creditors — 7
Accruals 1,243 1,827
Unallotted cash
1
18 22
Total 1,261 1,856
1. Applications cash or unallotted cash is cash received from investors by Titan but not yet allotted.
Fixed asset investments (see Note 10) are valued at fair value. Unquoted investments
are carried at fair value as determined by the Directors in accordance with IPEV
guidelines. Thefair value of all other financial assets and liabilities is represented by
their carrying valuein the Balance Sheet. The Directors believe that the fairvalue of
these assets held atthe year end is equal to their book value.
Notes to the financial statements
continued
Octopus Titan VCT plc — Annual report and financial statements 2025 95
In carrying on its investment activities, Titan is exposed to various types of risk associated
with the financial instruments and markets in which it invests. The most significant types
of financial risk facing Titan are market risk, interest rate risk, credit risk and liquidity risk.
Titan’s approach to managing these risks is set out below, together with a description of
thenature and amount of the financial instruments heldat the balance sheet date.
Market risk
Titan’s strategy for managing investment risk is determined with regard to Titan’s
investment objective, as outlined on page 5. The management of market risk is
part of theinvestment management process and is a central feature of venture
capital investment. Titan’s portfolio is managed in accordance with the policies and
procedures described in the Corporate Governance Statement on pages 51 and 52,
considering the possible effects of adverse price movements, with the objective of
maximising overall returns to shareholders. Investments in unquoted companies, by
their nature, usually involve a higher degree of risk than investments in companies
quoted on a recognised stock exchange, though the risk can be mitigated to a
certain extent by diversifying the portfolio across business sectors and asset classes.
Theoverall disposition of Titan’s assets is regularly monitored by the Board.
78.2
% (2024: 77.0%) by value of Titan’s net assets (100% of portfolio value) comprises
investments in unquoted companies held at fair value. The valuation methods used
by Titan include the application of a multiples ratio derived from listed companies
with similar characteristics, and other market derived valuations, and consequently
the value of the unquoted element of the portfolio can be indirectly affected by
movements in the prices of quoted investments, such as those listed on the London
Stock Exchange. A 25% overall decrease in the valuation of the unquoted investments
at 31 December
2025
would have decreased net assets for the year by £
143,352,000
(2024: £160,076,000) and an equivalent change in the opposite direction would have
increased net assets for the year by the same amount.
43% of net assets (55% of portfolio value) is valued using revenue-based multiples,
including PRI calibration.
6% of net assets (8% of portfolio value) is valued using a milestone approach. The
milestone approach is used when a company has nil or nascent revenue making a
market (revenue multiple) approach inappropriate. The milestone adjustment is applied
to PRI in 25% increments (both positive and negative) based on a qualitative assessment.
An increase in the milestone adjustment of 25% would increase the net asset value by
£12.1million. Conversely, a decrease in the milestone adjustment of 25% would decrease
the net asset value by £13.5 million.
34% of net assets (
43
% of portfolio value) is exposed to changes in the foreign exchange
rate. Of which, 23% of portfolio value is exposed to USD, 6% is exposed to EUR, while
14
% is exposed to more than one foreign currency. An increase in the rate of 10% would
decrease the portfolio value by £20.8 million. Conversely a decrease in the rate of 10%
would increase the portfolio value by £25.4 million. The 10% sensitivity used provides the
most meaningful impact of average foreign exchange rate changes across the portfolio.
Interest rate risk
Some of Titan’s financial assets are interest-bearing, of which some are at fixed rates
and some variable. As a result, Titan is exposed to fair value interest rate risk due to
fluctuations in the prevailing levels of market interest rates. Fixed interest-bearing
assets include fixed-rate investments in unquoted companies, detailed below, and
corporate bonds valued at £77,809,000 at 31 December 2025 (2024: £94,207,000).
Fixed rate
The table below summarises weighted average effective interest rates for the fixed
interest-bearing financial instruments:
As at 31 December 2025 As at 31 December 2024
Total
fixed rate
portfolio
by value
£’000
Weighted
average
interest
rate %
Weighted
average
time for
which rate
is fixed
(years)
Total
fixed rate
portfolio
by value
£’000
Weighted
average
interest
rate %
Weighted
average
time for
which rate
is fixed
(years)
Fixed rate investments in
unquoted companies 7,984 14.90% 5.0 7,099 13.69% 5.0
It is considered that an increase or decrease of 1% in the base rate as at the reporting date
would not have had a significant effect on Titan’s net assets for the year.
Notes to the financial statements
continued
16. Financial instruments and risk management continued
96 Octopus Titan VCT plc — Annual report and financial statements 2025
Notes to the financial statements
continued
16. Financial instruments and risk management continued
Floating rate
Titan’s floating rate investments comprise interest-bearing money market funds as at
31December 2025. Titan’s cash held at bank earns no interest due to the HMRC VCT rule
which prohibits a VCT from earning more than 30% of its income in non-VCT qualifying
income, and interest earned on bank balances is non-qualifying income. The benchmark
rate which determines the rate of interest receivable on Titan’s money market investment
isthe Bank of England base rate, which was 3.75% at 31 December 2025 (2024: 4.75%).
The amounts held infloating rate investments at the balance sheet date were as follows:
31 December 2025
£’000
31 December 2024
£’000
Money market funds 75,018 93,523
A 1% increase/(decrease) in the base rate would increase/(decrease) income receivable
from these investments and the net assets for the year by £750,000 (2024: £935,000).
Credit risk
There was no significant concentration of credit risk to counterparties at 31December
2025. By fair value, no individual investment exceeded 5.6% (2024: 5.4%) ofTitan’snet
assets at 31 December 2025.
Credit risk is the risk that a counterparty to a financial instrument will fail to discharge
an obligation or commitment that it has entered into with Titan. The Portfolio Manager
and the Board carry out a regular review of counterparty risk. The carrying values of
financial assets represent the maximum credit risk exposure at the balance sheet date.
At 31 December 2025, Titan’s financial assets exposed to credit risk comprised of the
following:
31 December
2025
£’000
31 December
2024
£’000
Cash at bank 806 213
Applications cash 18 22
Money market funds 75,018 93,523
Corporate bonds 77,809 90,247
Deferred consideration 5,882 8,265
Fixed rate investments in unquoted companies 7,984 7,099
Other debtors 1,025 4
Total 168,542 199,373
Credit risk relating to listed money market funds is mitigated by investing in a
portfolio of investment instruments of high credit quality, comprising securities
issued by major UK companies and institutions. Credit risk relating to loans to and
preference shares in unquoted companies is considered to be part of market risk.
The investments in money market funds and corporate bonds are uncertified.
Credit risk arising on the sale of investments is considered to be small due to the short
settlement and the contracted agreements in place with the settlement lawyers.
Titan’s deposit and current accounts are maintained with HSBC Bank plc. The
Portfolio Manager has in place a monitoring procedure in respect of counterparty
risk which is reviewed on an ongoing basis. Should the credit quality or the financial
position of HSBC deteriorate significantly, the Portfolio Manager will move the cash
holdings to another bank.
Octopus Titan VCT plc — Annual report and financial statements 2025 97
Liquidity risk
Titan’s financial assets include investments in unquoted equity securities which are
not traded on a recognised stock exchange and which generally may be illiquid. They
also include investments in AIM-quoted companies, which, by their nature, involve a
higher degree of risk than investments on the main market. As a result, Titan may not
be able to realise some of its investments in these instruments quickly at an amount
close to their fair value in order to meet its liquidity requirements, or to respond to
specific events such as deterioration in the creditworthiness of any particular issuer.
Titan’s listed money market funds are considered to be readily realisable as they are of
high credit quality as outlined above.
Titan’s liquidity risk is managed on a continuing basis by the Portfolio Manager in
accordance with policies and procedures laid down by the Board. Titan’s overall
liquidity risks are monitored on a monthly basis by the Board.
Titan maintains sufficient investments in cash and readily realisable securities to pay
accounts payable and accrued expenses. At 31 December 2025, these investments
were valued at £152,827,000 (2024: £183,770,000). The Company has no debt,
therefore no maturity analysis is required.
17. Post-balance sheet events
The following other events occurred between the balance sheet date and the signing
ofthese financial statements:
•
3 follow-on investments completed totalling £2.7 million;
•
1 new (tranche 2) investment completed totalling £1.2 million;
•
2 exits completed and administrative proceeds received from 1 investment,
generating total proceeds of £22.8 million.
18. Contingencies, guarantees and financial commitments
Provided that an intermediary continues to act for a shareholder and the shareholder
continues to be the beneficial owner of the shares, intermediaries will be paid
an annual IFAcommission of 0.5% of advised investors’ gross NAV from Titan.
IFAchargesof £1,742,000 were expensed during the period (2024: £2,111,000) and
there was £889,000(2024: £1,048,000) outstanding at the period end.
There were £nil contingencies, guarantees or financial commitments as at
31December2025 (2024: £nil).
19. Transactions with the Manager and Portfolio Manager
Since 1 September 2017, Titan has been classified as a full-scope Alternative
Investment Fund under the Alternative Investment Fund Management Directive (the
‘AIFM Directive’). As a result, since 1 September 2017, Titan’s investment management
arrangements are overseen by Octopus AIF Management Limited (the 'Manager'), an
authorised alternative investment fund manager responsible for ensuring compliance
with the AIFM Directive. Octopus AIF Management Limited has in turn appointed
Octopus Investments Limited to act as Portfolio Manager to Titan(responsible for
portfolio management and the day-to-day running of Titan).
Previous investment management agreement
Up to and including 10 September 2025, Titan operated under an investment
management agreement pursuant to which Octopus AIF Management Limited acted
as Manager and Octopus Investments Limited acted as Portfolio Manager.
Under the previous investment management agreement, Titan paid an annual
management charge (AMC) based on 2% of Titan’s NAV in respect of existing funds.
In respect of funds raised by Titan under the 2018 Offer and thereafter (and subject
to Titan having a cash reserve of 10% of its NAV), the AMC on uninvested cash was
the lower of either (i) the actual return that Titan received on its cash and funds that
are equivalent of cash (which included corporate bonds and money market funds),
subject to a 0% floor, and (ii) 2% of Titan’s NAV. The AMC was payable quarterly in
advance and calculated using the latest published NAV of Titan and the number of
shares in issue at each quarter end.
Under the previous arrangements, Octopus also provided non-investment services
to the Company and received a fee for these services, capped at the lower of (i) 0.3%
per annum of the Company’s NAV and (ii) the administration and accounting costs of
the Company for the year ended 31 December 2020, with inflationary increases in line
with the Consumer Price Index.
In addition, under the previous investment management agreement, Octopus
was entitled to performance-related incentive fees, subject to a high-water
mark mechanism, and to arrangement and monitoring fees in relation to certain
investments made on behalf of Titan, subject to restrictions introduced from
31October 2018.
Notes to the financial statements
continued
16. Financial instruments and risk management continued
98 Octopus Titan VCT plc — Annual report and financial statements 2025
Notes to the financial statements
continued
19. Transactions with the Manager and Portfolio Manager continued
Investment management and non-investment services agreement (IMNISA)
On 11 September 2025, the Company entered into a new investment management
and non-investment services agreement (the IMNISA) with the Manager and
the Portfolio Manager, replacing the previous investment management and
non-investment services arrangements.
Under the IMNISA, Octopus provides investment management services together with
financial, company secretarial and product management non-investment services to
the Company. The previous separate investment management and non-investment
services fees were replaced with a single combined management fee.
Under the IMNISA, Octopus AIF Management Limited and Octopus Investments
Limited are together entitled, in aggregate, to a management fee of 2% of the
Company’s NAV, payable quarterly in advance and calculated using the latest
published NAV of the Company and the number of shares in issue at each quarter
end. The management fee is subject to tiering, such that the fee reduces from 2%
up to a NAV of £500 million, to 1.75% where NAV is between £500 million and £750
million, and to 1.4% where NAV exceeds £750 million.
The management fee is reduced where the Company’s uninvested cash exceeds 10%
of NAV (such excess amount being the 'Surplus Amount'), and where the overall actual
percentage rate charged on the Surplus Amount exceeds the average total return on
that uninvested cash.
During a transitional period following the implementation of the IMNISA (the ‘Transition
Period’), the Manager will rebate up to 20% of the management fee back to the Company
where certain performance and realisation targets are not achieved. Accordingly, during
the year a rebate of £913,000 was accrued and recognised in respect of the period from 11
September to 31 December 2025 and will be received in 2026.
Under the IMNISA, the Manager is entitled to a performance-related incentive fee
(the ‘Performance Fee’) in respect of accounting periods commencing on or after
1January 2034. The Performance Fee is subject to a high-water mark and minimum
realisation conditions, and no performance fee is expected to be payable until at least
that date. The revised performance fee structure provides that any performance fee is
payable over a three-year period (rather than one year) and is subject to recalculation
and partial cancellation if the Company’s NAV declines in the second and/or third
years. No performance fee was payable during the period (2024: £nil).
Fees paid during the year
During the year ended 31 December 2025, the Company incurred a total of
£15,003,000 (2024: £19,079,000) to Octopus in respect of investment management
and non-investment services. This amount includes fees paid under both the previous
investment management agreement (up to 10 September 2025) and the IMNISA (from
11 September 2025).
Octopus received £24,500 in the period to 31 December 2025 (2024: £39,000) in
regard to arrangement and monitoring fees in relation to investments made on behalf
of Titan. Since 31 October 2018, Octopus no longer receives such fees in respect of
new investments or any such new fees in respect of further investments into portfolio
companies in which Titan invested on or before 31 October 2018, with any such fees
received after that time being passed to Titan.
The cap relating to the Company’s total ongoing charges ratio, that is the regular,
recurring costs of Titan expressed as a percentage of NAV, above which Octopus
has agreed to pay is 2.5% for the year ended 31 December 2025, and is calculated in
accordance with the AIC Guidelines.
Octopus AIF Management Limited remuneration disclosures (unaudited)
Quantitative remuneration disclosures required to be made in this annual report in
accordance with the FCA Handbook FUND 3.3.5 are available on the website:
https://www.octopusinvestments.com/remuneration-disclosures/.
20. Related party transactions
Titan owns Zenith Holding Company Limited, which owns a share in Zenith LP, a fund
managed by Octopus.
In prior periods, Octopus Investments Nominees Limited (OINL) purchased Titan shares
from shareholders to correct administrative issues, on the understanding that such
shares would be sold back to Titan in subsequent share buybacks. As at 31 December
2025, no Titan shares were held by OINL (2024: 0 shares) as beneficial owner. There
were no purchases or sales of Titan shares by OINL during the year ended 31 December
2025 (2024: OINL purchased 65,000 shares at a cost of £36,000 and sold 65,000
shares for proceeds of £34,000). This is classed as a related party transaction under
UK listing rules only as Octopus, the Portfolio Manager, and OINL are part of the same
group of companies. Any such future transactions, where OINL takes over the legal
Octopus Titan VCT plc — Annual report and financial statements 2025 99
and beneficial ownership of Company shares, will be announced to the market as
required by the UK Listing Rules and disclosed in annual and half-yearly reports.
Several members of the Octopus investment team hold non-executive directorships
as part of their monitoring roles in Titan’s portfolio companies, but they have no
controlling interests inthose companies.
Details of the Directors and their remuneration can be found in the Directors’
Remuneration Report on pages 61 to 63.
The Directors received the following dividends from Titan:
Year to
31 December
2025
£
Year to
31 December
2024
£
Jane O'Riordan 573 4,766
Tom Leader (Chair) 241 1,464
Lord Rockley 395 2,406
Gaenor Bagley 121 738
Julie Nahid Rahman 22 138
Rupert Dickinson — —
1,352 9,512
21. Voting rights and equity management
The following table shows the percentage of voting rights held by Titan for each of the
top ten investments held in Titan. Titan has no other substantial interests that require
separate disclosure.
Investment name % equity held by Titan
Elliptic Enterprises Limited 10.0%
Mr & Mrs Oliver Limited (trading as Skin+Me) 20.6%
Many Group Limited (trading as Many Pets) 7.5%
Amplience Limited 21.3%
Vitesse PSP Limited 9.8%
Digital Therapeutics (trading as Pelago, formerly Quit Genius) 14.0%
vHive Tech Limited 19.0%
Permutive Inc. 17.2%
Automata Technologies Limited 8.1%
Token.IO Limited 13.3%
Notes to the financial statements
continued
20. Related party transactions continued
100 Octopus Titan VCT plc — Annual report and financial statements 2025
21. Voting rights and equity management continued
At 31 December 2025, the Company held significant investments, amounting to 20% ormore of the equity capital of an undertaking, in the following companies:
Significant investments Registered address
Equity investment
(Ordinary shares)
£’000
Investment in
loan stock and
preference shares
£’000
Total
investment
(at cost)
£’000
% equity
held by Titan
Zenith Holding Company Limited
1
94 Solaris Avenue, Camana Bay, Grand Cayman, KY1-
1108, CAYMAN ISLANDS
8,963 – 8,963 100.0%
Iovox Limited
4-6 Canfield Place, London, NW6 3BT
7,206 – 7,206 29.4%
Seatfrog UK Holdings Limited
Runway East Shoreditch, 52 Tabernacle Street, London,
United Kingdom, EC2A 4NJ
9,630 – 9,630 27.0%
Uniplaces Limited
28 Tudor Street, London, England, EC4Y 0AY
2,832 6,659 9,491 26.8%
Surrey NanoSystems Limited
East Side Business Park, Beach Road, Newhaven,
England, BN9 0FB
6,918 – 6,918 26.8%
Amplience Limited
Sixth Floor Tower House, 10 Southampton Street,
London, United Kingdom, WC2E 7HA
13,634 – 13,634 21.3%
Mr & Mrs Oliver Limited (trading as Skin+Me)
2 Eastbourne Terrace Floor 4, 2 Eastbourne Terrace,
London, England, W2 6LG
11,500 – 11,500 20.6%
The Justice Platform Inc. (trading as Legl)
Corporate Trust Center, 1209 Orange Street, City Of
Wilmington, County Of Newcastle 19801, United States
– 7,325 7,325 20.1%
1. See Note 1 for further information on Titan’s relationship with Zenith Holding Company.
Notes to the financial statements
continued
Octopus Titan VCT plc — Annual report and financial statements 2025 101
The table below sets out the investment cost and the amount invested in the year for the active portfolio as at 31 December 2025. Details of the top ten investments can be
found on pages 28 to 30.
Fixed asset investments Sector
Amount invested
for the year ended
31 December 2025
(£'000)
Investment cost
as at 31 December 2025
(£'000)
1
Permutive Inc.
3
B2B Software — 18,994
Digital Therapeutics (trading as Pelago, formerly Quit Genius) Health — 17,868
XYZ Reality Limited
3
Consumer — 15,299
Automata Technologies Limited
3
Health 2,003 14,256
Amplience Limited B2B Software — 13,634
Orbital Express Launch Limited (trading as Orbex) Deep tech 1,250 13,298
Token.IO Limited
3
FinTech 400 13,008
Ibex Medical Analytics Health — 11,785
Ometria Limited B2B Software — 11,510
Mr & Mrs Oliver Limited (trading as Skin+Me)
3
Health — 11,500
Sofar Sounds Limited
3
Consumer — 11,496
PLU&M Limited (trading as The Plum Guide) Consumer — 11,050
Many Group Limited (trading as Many Pets)
3
FinTech — 9,978
Elliptic Enterprises Limited
3
FinTech — 9,913
Seatfrog UK Holdings Limited Consumer — 9,630
Uniplaces Limited
3
Consumer — 9,491
Codasip Deep Tech — 9,488
Flock Limited Fintech 3,000 9,160
Ori Biotech Limited Bio — 9,102
Zenith Holding Company Limited
2
Consumer — 8,963
Vitesse PSP Limited FinTech — 8,802
Intropic Limited
3
FinTech — 8,394
Papercup Technologies Limited
6
Deep tech 1,525 8,325
Anikin Limited (trading as KatKin) Consumer — 8,166
AllTaster Limited (trading as Taster)
3
Consumer — 8,127
vHive Tech Limited Deep tech — 8,020
Lapse Limited
3
Consumer — 7,95 4
CoMind Technologies Limited
3
Deep tech 750 7,875
Investment portfolio
(Unaudited)
102 Octopus Titan VCT plc — Annual report and financial statements 2025
Fixed asset investments Sector
Amount invested
for the year ended
31 December 2025
(£'000)
Investment cost
as at 31 December 2025
(£'000)
1
Biofidelity Limited
3
Bio — 7,508
The Justice Platform Inc. (trading as Legl) B2B Software — 7,325
Picsoneye Segmentation Innovation Limited (trading as Edgify) Deep tech — 7,208
Iovox Limited
3
B2B Software — 7,206
Bondaval Holdings Limited
3
FinTech — 7,125
Sprout.ai Limited FinTech — 7,092
Tympa Health Technologies Limited
3
Health — 6,930
Surrey NanoSystems Limited (trading as Vantablack)
3
Deep tech — 6,918
Partly Group Limited Consumer — 6,769
Minoro Limited (trading as Kleene.ai)
3
B2B Software — 6,724
Overture Life, Inc. Health — 6,534
Chiaro Technology Limited (trading as Elvie)
3
Health — 6,417
Olio Exchange Limited Climate — 6,000
Origami Energy Limited
3
Climate — 5,947
Haiper Limited Consumer — 5,863
Messier 31 Inc. (trading as Pngme)
3
FinTech — 5,429
Quantum Motion Technologies Limited Deep tech — 5,149
Taxfix Limited
5
FinTech — 5,117
Lifescore Music Limited
3
Deep tech — 5,100
Remofirst, Inc.
3
FinTech — 4,977
Michelson Diagnostics Limited
3
Health — 4,795
HelloSelf Limited Health — 4,756
Dogtooth Technologies Limited Deep tech — 4,739
Slamcore Limited Deep tech 750 4,625
Raylo Group Limited
3
Climate — 4,500
ThoughtRiver Limited Deep tech — 4,500
Inflow Holdings Inc.
3
Health — 4,500
Arena Online Limited Consumer — 4,472
Unlikely Artificial Intelligence Limited
3
Deep Tech 506 4,289
Investment portfolio
(Unaudited)
continued
Octopus Titan VCT plc — Annual report and financial statements 2025 103
Fixed asset investments Sector
Amount invested
for the year ended
31 December 2025
(£'000)
Investment cost
as at 31 December 2025
(£'000)
1
Secret Escapes Limited
4
Consumer — 4,256
Infinitopes Limited
3
Bio 1,252 4,256
Tatum Blockchain Services s.r.o.
3
FinTech — 4,190
CRED AI Inc. B2B Software — 4,000
Vira Health Limited
3
Health — 3,996
LabGenius Limited
3
Bio 1,296 3,887
Living Optics Limited
3
Deep tech — 3,819
AA Realisations Limited Deep tech — 3,800
Ourotech Limited (trading as Pear Bio)
3
Bio — 3,755
Merge Holdings Limited
3
FinTech — 3,740
Medisafe Project Limited
3
Health — 3,664
Puraffinity Limited
3
Climate — 3,617
Orca Computing Limited
3
Deep tech — 3,500
Nanosyrinx Limited
3
Bio — 3,500
Inrupt Inc. FinTech — 3,495
HURR Limited
3
Climate — 3,174
Ecrebo Limited
3
B2B Software — 2,857
Bloom App Limited
3
Consumer — 2,857
Metrasens Limited
3
Deep tech — 2,819
Apheris AI GmbH
3
B2B Software — 2,769
Correcto ESP, S.L.
3
Consumer — 2,765
Swiipr Technologies Limited
3
FinTech — 2,608
Impatients N.V. (trading as MyTomorrows)
3
Health — 2,571
Forefront RF Limited
3
Deep tech — 2,559
CellVoyant Technology Limited
3
Bio — 2,488
Caprera Limited (trading as Collectiv Food) Climate — 2,471
ExpressionEdits Ltd
3
Bio — 2,448
Walking on Earth Ltd
3
Consumer 250 2,408
Intrinsic Semiconductor Technologies Limited
3
Deep tech 750 2,391
Investment portfolio
(Unaudited)
continued
104 Octopus Titan VCT plc — Annual report and financial statements 2025
Fixed asset investments Sector
Amount invested
for the year ended
31 December 2025
(£'000)
Investment cost
as at 31 December 2025
(£'000)
1
Onibi Inc. Consumer — 2,375
Elo Health Inc.
3
Health — 2,344
OurCal Ltd
3
Consumer — 2,340
Streetbees.com Limited
3
B2B Software — 2,229
Total Food Control Limited (trading as Lollipop)
3
Consumer — 2,125
Touchlab Limited
3
Deep tech — 2,125
Menwell Limited (trading as Manual)
3
Health — 2,114
Manantial Limited (trading as Velaris)
3
B2B Software — 2,040
Colonia Technologies B2B Software — 2,020
Uniq Health Limited (trading as Tuune) Health — 1,900
Drift Energy Ltd
3
Climate — 1,863
Go Autonomous ApS B2B Software — 1,845
Sidekick Money Limited
3
FinTech — 1,741
Awell Health BV
3
Health — 1,725
Phlux Technology Limited
3
Deep tech 750 1,687
Ufonia Limited
3
Health — 1,664
Pencil Biosciences Limited
3
Bio — 1,557
Mojo Men Limited
3
Health — 1,525
Segura Systems Limited
3
B2B Software — 1,470
Pivotal Future Limited
3
Climate — 1,430
Minimum Corporation
3
Climate — 1,393
Ribbon Technologies Limited
3
Consumer — 1,351
Pulse Platform UK Limited (previously Aire Labs Limited) FinTech — 1,332
Kita Earth Limited
3
Climate — 1,289
Oto Health Inc.
3
Health — 1,286
Multiply AI Limited FinTech — 1,283
Bkwai Limited
3
Deep tech — 1,275
I.F. Technology Limited (trading as Integrated Finance)
3
FinTech — 1,275
Mindset Technologies Limited (trading as Mindstep)
3
Health — 1,258
Investment portfolio
(Unaudited)
continued
Octopus Titan VCT plc — Annual report and financial statements 2025 105
Fixed asset investments Sector
Amount invested
for the year ended
31 December 2025
(£'000)
Investment cost
as at 31 December 2025
(£'000)
1
PSP Registrar Delaware Aggregator, LLC B2B Software — 1,196
Smiler BV
3
Consumer — 1,172
Little Journey Limited
3
Health — 1,169
Anansi Technology Limited
3
FinTech — 1,151
Challenger Deep (trading as KAIKO) FinTech — 1,082
Perci Health Limited
3
Health — 1,078
Neat SAS
3
FinTech — 1,070
Secfix GmbH
3
B2B Software — 1,013
Avione Saving & Investment Limited (trading as Belong)
3
FinTech — 850
TYTN (trading as Doubleword AI)
3
Deep tech — 840
AgileRL Limited B2B Software — 749
Vypercore Limited
3
Deep tech — 703
Metris Energy, Inc.
3
Climate 240 665
M10 Networks
3
FinTech — 626
RestoraMind Inc Health — —
14,722 631,486
1. Investment cost reflects the amount invested into each portfolio company from Titans 1-5 before the 2014 merger and from Titan after the merger. This is different to the book cost which includes the holding gains/(losses)
on assets which transferred from Titans 1, 3, 4 and 5 to Titan 2 (now Titan) during the 2014 merger, as Titan purchased these assets at fair value.
2. Owns stake in Secret Escapes Limited.
3. These companies have also been invested in by other funds managed by Octopus.
4. The figures for Secret Escapes relate to Titan’s direct investment only.
5. Deferred equity of £1.5 million was received during the period.
6. Company entered into administration during the year.
Investment portfolio
(Unaudited)
continued
106 Octopus Titan VCT plc — Annual report and financial statements 2025
Shareholder information and contact details
Octopus Titan VCT 2 plc was renamed Octopus Titan VCT plc on 27 November 2014
following the merger with Octopus Titan VCT 1 plc, Octopus Titan VCT 3 plc, Octopus
Titan VCT 4 plc and Octopus Titan VCT 5 plc on the same date.
Titan was incorporated on 12 October 2007. In collaboration with Octopus Titan VCT 1
plc, over £30.8 million in aggregate (£29.5 million net of expenses) was raised through
an Offer for Subscription during the year to 31 October 2008. Since then, further funds
have been raised through fundraises as follows:
•
£1.4 million (£1.3 million net of expenses) during the year to 31 October 2010;
•
£1.4 million (£1.3 million net of expenses) during the year to 31 October 2012;
•
£4.8 million (£4.6 million net of expenses) during the year to 31 October 2013;
•
£10.8 million (£10.4 million net of expenses) during the year to 31 October 2014;
•
£54.7 million (£52.6 million net of expenses) during the year to 31 October 2015;
•
£99.8 million (£96.3 million net of expenses) during the year to 31 October 2016;
•
£124.1 million (£119.9 million net of expenses) during the year to 31 October 2017;
•
£204.9 million (£198.4 million net of expenses) during the year to 31 October 2018;
•
£289.6 million (£279.7 million net of expenses) during the period to 31 December 2019;
•
£131.4 million (£127.8 million net of expenses) during the year to 31 December 2020;
•
£256.3 million (£249.3 million net of expenses) during the year to 31 December 2021;
•
£90.5 million (£88.2 million net of expenses) during the year to 31 December 2022;
•
£187.9 million (£182.2 million net of expenses) during the year to 31 December 2023; and
•
£69.0 million (£67.1 million net of expenses) during the year to 31 December 2024.
Further details of Titan’s progress are discussed in the Chair’s Statement and Portfolio
Manager’s Review on pages 2 to 4 and 20 to 31 respectively.
Venture Capital Trusts
(
VCTs
)
VCTs were introduced in the Finance Act 1995 to provide a means for private
individuals to invest in unquoted companies in the UK. Subsequent Finance Acts
have introduced changes to VCT legislation. The tax benefits available to eligible new
investors in VCTs during the year ended 31 December 2025 include:
•
up to 30% upfront income tax relief;
•
exemption from income tax on dividends paid; and
•
exemption from capital gains tax on disposals of shares in VCTs.
From 6 April 2026, upfront income tax relief will change from 30% to 20%.
The principal activity of Titan is to invest in a diversified portfolio of UK smaller
companies in order to generate capital growth over the long term as well as an
attractive tax-free dividend stream. Titan has been granted full approval as a VCT by
HM Revenue & Customs (HMRC).
In order to maintain its approval, Titan must comply with certain requirements on a
continuing basis including the provisions of chapter 3 of the Income Tax Act 2007, in
particular s280A:
•
at least 80% of its investments must comprise ‘qualifying holdings’
1
(as defined in
the legislation). At least 70% of the 80% of qualifying holdings must be invested in
Ordinary shares with no preferential rights (for money allotted before April 2011, the
limit is 30% for new investments);
•
no single investment made can exceed 15% of Titan’s total value; and
•
a minimum of 10% of each qualifying investment must be in Ordinary shares with no
preferential rights.
1. A ‘qualifying holding’ consists of up to £10 million (£20 million for knowledge-intensive companies)
invested in any one year in new shares or securities in an unquoted company (or companies quoted on
AIM) which is carrying on a qualifying trade and whose gross assets do not exceed a prescribed limit at
the time of investment. The definition of a ‘qualifying trade’ excludes certain activities such as property
investment and development, financial services and asset leasing.
Octopus Titan VCT plc — Annual report and financial statements 2025 107
Dividends
Dividends are paid by Computershare Investor Services PLC (‘Computershare’) on
behalf of Titan. Shareholders who wish to have dividends paid directly into their bank
account rather than by cheque to their registered address can complete a mandate
form for this purpose or complete an instruction electronically by visiting the
Computershare Investor Centre at: www-uk.computershare.com/investor/.
Queries relating to dividends, shareholdings or requests for mandate forms should
be directed to Computershare by calling 0370 703 6324. Calls to this number cost
the same as a normal local or national landline call and may be included in your
service provider’s tariff. Calls outside the United Kingdom will be charged at the
applicable international rate. Computershare Investor Services PLC are open between
8.30am-5.30pm, Monday to Friday excluding public holidays in England and Wales.
Computershare can be contacted in writing at:
The Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
The table opposite shows the NAV per share and lists the dividends that have been
paid since the launch of Titan.
Period ended NAV
Dividends paid
in period
NAV + cumulative
dividends (total value)
30 April 2008 95.0p — 95.0p
31 October 2008 89.9p — 89.9p
30 April 2009 91.5p 0.5p 92.0p
31 October 2009 96.1p 0.5p 97.1p
30 April 2010 92.0p 0.5p 93.5p
31 October 2010 94.9p 0.5p 96.9p
30 April 2011 92.1p 0.8p 94.9p
31 October 2011 91.5p 0.8p 95.0p
30 April 2012 92.8p 1.0p 97.3 p
31 October 2012 121.9p 1.5p 127.9p
30 April 2013 88.7p 34.0p 128.7p
31 October 2013 95.2p 2.5p 137.7p
30 April 2014 92.2p 2.5p 137.2p
31 October 2014 101.4p 2.5p 148.9p
30 April 2015 97.7p 2.5p 147.7p
31 October 2015 102.7p 2.0p 154.7p
30 April 2016 95.7p 7.0p 154.7p
31 October 2016 97.9p 2.0p 158.9p
30 April 2017 95.2p 3.0p 159.2p
31 October 2017 96.4p 2.0p 162.4p
30 April 2018 94.3p 3.0p 163.3p
31 October 2018 93.1p 2.0p 164.1p
30 April 2019 92.4p 3.0p 166.4p
31 December 2019 95.2p 2.0p 171.2p
30 June 2020 89.5p 3.0p 168.5p
31 December 2020 97.0 p 2.0p 178.0p
30 June 2021 113.9p 3.0p 197.9p
31 December 2021 105.7p 8.0p 197.7p
30 June 2022 91.3p 3.0p 186.3p
31 December 2022 76.9p 2.0p 173.9p
30 June 2023 68.2p 3.0p 168.2p
31 December 2023 62.4p 2.0p 164.4p
30 June 2024 53.5p 1.9p 157.4p
31 December 2024 50.5p 1.2p 155.6p
30 June 2025 47.7p 0.5p 153.4p
31 December 2025 44.5p — 150.1p
Shareholder information and contact details
continued
108 Octopus Titan VCT plc — Annual report and financial statements 2025
A dividend of 0.5p per share was paid on 29 May 2025 to shareholders on the register
on 25 April 2025.
Titan offers a Dividend Reinvestment Scheme (DRIS). Any shareholder wishing
to reinvest their dividends, who has not already elected to do so, can request
a DRIS instruction form by calling Computershare on 0370 703 6324. The
application form can also be found on the Octopus Investments Limited website:
www.octopusinvestments.com. If you are uncertain about your current DRIS
position, please call Computershare on the number above or complete a new form.
The DRIS remains suspended following the outcome of the Strategic Review.
Share price
Titan’s share price can be found on various financial websites including
www.londonstockexchange.com, with the following TIDM/EPIC code:
Ordinary shares
TIDM/EPIC code OTV2
Latest share price (27 April 2026) 20.5p
Buying and selling shares
Titan’s Ordinary shares can be bought and sold via a stockbroker in the same way
as any other company quoted on the London Stock Exchange. There may be tax
implications in respect of selling all or part of your holdings, so shareholders should
contact their financial adviser if they have any queries. Titan operates a policy of
buying its own shares for cancellation as they become available, and envisages that
purchases will be made at no greater than a 5% discount to the prevailing NAV.
Buyback of shares
Titan is unable to buy back shares directly from shareholders. If you are considering
selling your shares please contact Octopus Investments who can talk to you about
the options available. They will also be able to provide details of closed periods (when
Titan is prohibited from buying shares) and details of the price at which it has been
bought and can be contacted as follows:
Octopus Client 0800 316 2295
Relations Team investorsupport@octopusinvestments.com
If you are considering trading on the secondary market or would like to talk directly
to Titan’s corporate broker, Panmure Liberum Limited (‘Panmure’), they can be
contacted as follows:
Chris Lloyd 020 7886 2716 chris.lloyd@panmureliberum.com
Paul Nolan 020 7886 2717 paul.nolan@panmureliberum.com
Secondary market
UK income tax payers, aged 18 or over, can purchase shares in the secondary market
and benefit from:
•
tax-free dividends;
•
realised gains not being subject to capital gains tax (although any realised losses
are not allowable);
•
no minimum holding period; and
•
no need to include VCT dividends in annual tax returns.
The UK tax treatment of VCTs is on a first in and first out basis and so tax advice
should be obtained before shareholders dispose of their shares.
Whilst there is no specific limit on the amount of an individual’s acquisition of shares
in a VCT, tax reliefs will only be given to the extent that the total of an individual’s
subscriptions or other acquisitions of shares in VCTs in any tax year do not exceed
£200,000. Qualifying investors who intend to invest more than £200,000 in VCTs in
any one tax year should consult their professional advisers.
Notification of change of address
Communications with shareholders are mailed to the registered address held on the
share register. In the event of a change of address or other amendment, this should be
notified to Titan’s registrar, Computershare, under the signature of the registered holder
or via the Computershare Investor Centre at: www-uk.computershare.com/investor/.
Computershare’s contact details are provided on pages 109 and 111.
Shareholder information and contact details
continued
Dividends continued
Octopus Titan VCT plc — Annual report and financial statements 2025 109
Other information for shareholders
Shareholders can obtain a full copy of Titan’s annual report as well as previously
published annual reports and half-yearly reports on the Octopus website at
octopustitanvct.com.
All other statutory information can also be found here.
Electronic communications
We also publish reports and accounts and all other correspondence electronically. This
cuts the cost of printing and reduces the impact on the environment. If, in future, you
would prefer to receive an email telling you a report is available to view or to receive
documents by email please contact Octopus on 0800 316 2295 or Computershare on
0370 703 6324. Alternatively you can sign up to receive e-communications via the
Computershare Investor Centre at: www-uk.computershare.com/investor/.
Warning to shareholders
Many companies are aware that their shareholders have received unsolicited phone
calls or correspondence concerning investment matters. These are typically from
overseas-based ‘brokers’ who target UK shareholders offering to sell them what often
turn out to be worthless or high risk shares in US or UK investments. They can be very
persistent and extremely persuasive. Shareholders are therefore advised to be wary
of any unsolicited advice, offer to buy shares at a discount, or offer for free company
reports.
Please note that it is very unlikely that either Octopus or Titan’s registrar would make
unsolicited telephone calls to shareholders and that any such calls would relate only
to official documentation already circulated to shareholders and never in respect of
investment advice.
If you are in any doubt about the authenticity of an unsolicited phone call, please call
Octopus on 0800 316 2295.
The Financial Conduct Authority has also issued guidelines on how to
avoid share fraud and further information can be found on their website:
www.fca.org.uk/consumers/share-bond-and-boiler-room-scams.
You can report any share fraud to them by calling 0800 111 6768.
Shareholder information and contact details
continued
110 Octopus Titan VCT plc — Annual report and financial statements 2025
Glossary of terms
Alternative performance measure
(
APM
)
A financial measure of historical or future financial performance, financial position,
orcashflows, other than a financial measure defined or specified in the applicable
financial reporting framework. These APMs will help shareholders to understand and
assess Titan’s progress. A number of terms within this glossary have been identified
asAPMs.
Dividend yield
(
APM
)
Dividend yield is calculated as dividends paid per share in the period divided by the
opening NAV per share.
Money Market Fund
(
MMF
)
A mutual fund that invests in highly liquid, short-term investments. These instruments
include cash, cash equivalent securities, and high credit rating debt based securities
with a short-term maturity. They are intended to offer investors high liquidity with a
low level of risk.
Net asset value or NAV
The value of the VCT’s total assets less liabilities. It is equal to the total shareholders’ funds.
Net asset value per share or NAV per share
The NAV per share of Titan is the sum of the underlying assets less the liabilities of
Titandivided by the total number of shares in issue.
Ongoing charges ratio
(
APM
)
The ongoing charges ratio has been calculated using the AIC recommended
methodology and excludes irrecoverable VAT, exceptional costs, trail commission and
performance fees. The figure shows the annual percentage reduction in shareholder
returns as a result of recurring operational expenses. It informs shareholders of the
likely costs that will be incurred in managing Titan in the future.
This is calculated by dividing the ongoing expenses of £17.7 million, which includes the
management fees in Note 3 on page 84 and the expenses listed out inNote4 on page
84, by average net assets of £784.5 million. Ongoing expenses exclude irrecoverable
VAT, exceptional costs, including one-off professional fees, trail commission and
performance fees, which together total £2.8 million.
Sustainability % of Titan
(
APM
)
Sustainability % is calculated as the proportion of Titan’s cash outflows that are
covered by realisations over the preceding five years. Cash outflows of the VCT
include the share buybacks, ordinary dividends and operating costs in the year.
In prior periods, sustainability % was calculated by dividing the aggregate disposal
proceeds generated over the preceding three financial years by the aggregate cash
outflows over the same period. Following the adoption of the amended IMNISA, the
Board updated the methodology to a five-year rolling period to better reflect its
long-term objective that the Company should, over time, be able to meet its cash
outflows without reliance on fundraising, acknowledging the inherently uneven timing
of investment realisations. The comparative sustainability % figures for 2023 and
2024 have been restated on this basis.
Disposal proceeds over the five-year period total £376.1 million (2024: £393.5 million).
Cash outflows over the same period comprise dividends of £204.2 million (2024:
£242.0 million), share buybacks of £146.1 million (2024: £166.1 million), management
fees of £98.3 million (2024: £98.6 million), performance fees of £82.3 million (2024:
£99.3 million) and other operating expenses of £32.2 million (2024: £31.8 million).
Total return %
(
APM
)
Total return % is calculated as movement in NAV per share in the period plus
dividends paid in the period, divided by the NAV per share at the beginning of the
period. Total return % on the NAV per share enables shareholders to evaluate more
clearly the performance of Titan, as it reflects the underlying value of the portfolio at
the reporting date.
Total return per share
(
APM
)
Total return is calculated as movement in NAV per share in the period plus dividends
paid in the period. Total return on the NAV per share enables shareholders to evaluate
more clearly the performance of Titan, as it reflects the underlying value of the
portfolio at the reportingdate.
Total value per share
(
APM
)
Total value per share is calculated as NAV plus cumulative dividends paid since
launch.
Octopus Titan VCT plc — Annual report and financial statements 2025 111
Directors and advisers
Board of Directors
Tom Leader (Chair)
Lord Rockley
Gaenor Bagley
Julie Nahid Rahman
Rupert Dickinson
Company Number
Registered in England & Wales
No. 06397765
Legal Entity Identifier
(
LEI
)
213800A67IKGG6PVYW75
Secretary and Registered Office
Octopus Company Secretarial Services Limited
33 Holborn
London
EC1N 2HT
Portfolio Manager
Octopus Investments Limited
33 Holborn
London
EC1N 2HT
Tel: 0800 316 2295
www.octopusinvestments.com
Manager
Octopus AIF Management Limited
33 Holborn
London
EC1N 2HT
Tel: 0800 316 2295
www.octopusinvestments.com
Corporate Broker
Panmure Liberum Limited
Ropemaker Place, Level 12
25 Ropemaker Street
London
EC2Y 9LY
Tel: 020 3100 2000
Independent Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
Tax Adviser
James Cowper Kreston
Apex Plaza
Forbury Road
Reading
RG1 1AX
VCT Status Adviser
Shoosmiths LLP
Apex Plaza
Forbury Road
Reading
RG1 1SH
Bankers
HSBC Bank plc
31 Holborn
London
EC1N 2HR
Registrars
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
Tel: 0370 703 6324
(Calls are charged at the standard geographic rate and will
vary by provider. Calls from outside the United Kingdom will
be charged at the applicable international rate.)
www.computershare.com/uk
www-uk.computershare.com/investor/
Depositary
Natwest Trustee and Depositary Services Limited
250 Bishopsgate
London
EC2M 4AA
112 Octopus Titan VCT plc — Annual report and financial statements 2025
Notice of Annual General Meeting
Notice is hereby given that the AGM of Octopus Titan VCT plc will be held at 33Holborn,
London, EC1N 2HT on Thursday, 18 June 2026 at 11.00am for the purposes of considering
and, if thought fit, passing the following resolutions of which Resolutions 1 to 11 will
beproposed as Ordinary Resolutions and Resolutions 12 to 14 will be proposed as
SpecialResolutions:
Ordinary Business
1. To receive and adopt the annual report and the audited financial statements for
the year to 31 December 2025.
2. To approve the Directors’ Remuneration Policy.
3. To approve the Directors’ Remuneration Report.
4. To re-elect Tom Leader as a Director.
5. To re-elect Lord Rockley as a Director.
6. To re-elect Gaenor Bagley as a Director.
7. To re-elect Julie Nahid Rahman as a Director.
8. To re-elect Rupert Dickinson as a Director.
9. To re-appoint BDO LLP as auditor of the Company and to authorise the Directors
to determine their remuneration.
Special Business
To consider and, if thought fit, pass Resolutions 10 and 11 as Ordinary Resolutions and
Resolutions 12 to 14 as Special Resolutions:
10. Authority to allot relevant securities
THAT, in addition to existing authorities, the Directors of the Company be and
hereby are generally and unconditionally authorised in accordance with Section 551
of the Companies Act 2006 (the ‘Act’) to exercise all the powers of the Company
to allot up to a maximum of 411,931,515 Ordinary shares in the Company (‘Shares’)
(representing approximately 25% of the Shares in issue as at 27 April 2026), provided
that the authority conferred by this Resolution shall expire on the date falling
15months from the date of the passing of this Resolution (unless previously renewed,
varied or revoked by the Company in general meeting) save that this authority
shall allow the Company to make, before the expiry of this authority, any offers
or agreements which would or might require Shares to be allotted or rights to be
granted after such expiry and the Directors may allot Shares in pursuance of any
such offer or agreement notwithstanding the expiry of such authority.
11. Authority to allot relevant securities under the DRIS
THAT, in addition to existing authorities, the Directors of the Company be and
hereby are generally and unconditionally authorised in accordance with Section
551 of the Act to exercise all the powers of the Company to allot up to a maximum
of 82,386,303 Shares in connection with the Company’s Dividend Reinvestment
Scheme (representing approximately 5% of the Shares in issue as at 27 April 2026),
provided that the authority conferred by this Resolution shall expire on the date
falling 15 months from the date of the passing of this Resolution (unless previously
renewed, varied or revoked by the Company in general meeting) save that this
authority shall allow the Company to make, before the expiry of this authority, any
offers or agreements which would or might require Shares to be allotted or rights
to be granted after such expiry and the Directors may allot Shares in pursuance of
any such offer or agreement notwithstanding the expiry of such authority.
12. Empowerment to make allotments of equity securities
THAT, conditional upon the passing of Resolution 10 above and in addition to
existing authorities, the Directors of the Company be and hereby are empowered
pursuant to Section 571 of the Act to allot or make offers or agreements to allot
equity securities (which expression shall have the meaning ascribed to it in Section
560(1) of the Act) for cash pursuant to the authority granted by Resolution 10 above,
as if Section 561 of the Act did not apply to any such allotment and so that:
(a) reference to allotment of equity securities in this Resolution shall be
construed in accordance with Section 560(2) of the Act; and
(b) the power conferred by this Resolution shall enable the Company to make
any offer or agreement before the expiry of the said power which would
or might require equity securities to be allotted after the expiry of the said
power and the Directors may allot equity securities in pursuance of any such
offer or agreement notwithstanding the expiry of such power.
The power provided by this Resolution shall expire on the date falling 15 months
from the date of the passing of this Resolution (unless previously renewed, varied
or revoked by the Company in general meeting).
Octopus Titan VCT plc — Annual report and financial statements 2025 113
13. Empowerment to make allotments of equity securities under the DRIS
THAT, conditional upon the passing of Resolution 11 above and in addition to
existing authorities, the Directors of the Company be and hereby are empowered
pursuant to Section 571 of the Act to allot or make offers or agreements to allot
equity securities (which expression shall have the meaning ascribed to it in Section
560(1) of the Act) for cash pursuant to the authority granted by Resolution 11
above, as if Section 561 of the Act did not apply to any such allotment and so that:
(a) reference to allotment of equity securities in this Resolution shall be construed
in accordance with Section 560(2) of the Act; and
(b) the power conferred by this Resolution shall enable the Company to make any
offer or agreement before the expiry of the said power which would or might
require equity securities to be allotted after the expiry of the said power and
the Directors may allot equity securities in pursuance of any such offer or
agreement notwithstanding the expiry of such power.
The power provided by this Resolution shall expire on the date falling 15 months
from the date of the passing of this Resolution (unless previously renewed, varied
or revoked by the Company in general meeting).
14. Authority to make market purchases
THAT, in addition to existing authorities, the Company be and is hereby generally
and unconditionally authorised to make one or more market purchases (within the
meaning of s693(4) of the Act) of Shares provided that:
(a) the maximum number of Shares so authorised to be purchased shall not
exceed 246,994,136 Shares, representing approximately 14.99% of the present
issued Shares as at the date of this notice;
(b) the minimum price which may be paid for a Share shall be its nominal value;
(c) the maximum price, exclusive of expenses, which may be paid for a Share is
an amount equal to the higher of (i) 105% of the average of the middle market
quotation for a Share taken from the London Stock Exchange Daily Official List
for the five business days immediately preceding the day on which the Share
is contracted to be purchased; and (ii) the amount stipulated by Article 5(6) of
the Market Abuse Regulation;
(d) the authority conferred by this Resolution shall (unless previously renewed,
varied or revoked in general meeting) expire on the date falling 15 months after
the passing of this Resolution or, if earlier, at the conclusion of the Annual
General Meeting of the Company to be held in 2027; and
(e) the Company may enter into a contract to purchase its Shares under this
authority prior to the expiry of this authority which will or may be executed
wholly or partly after the expiry of this authority and the Company may make
a purchase of its Shares in pursuance of any such contract.
By Order of the Board
Tom Leader
Chair
28 April 2026
Notice of Annual General Meeting
continued
114 Octopus Titan VCT plc — Annual report and financial statements 2025
Notes:
a) A member entitled to attend and vote at the AGM may appoint one or more
proxies to attend and vote on his or her behalf. A proxy need not be a member.
b) Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement
to attend and vote at the meeting and the number of votes which may be cast thereat
will be determined by reference to the Register of Members of the Company at close of
business on the day which is two days before the day of the meeting. Changes to entries
on the Register of Members after that time shall be disregarded in determining the
rights of any person to attend and vote at the meeting.
c) A form of proxy is enclosed which, to be effective, must be completed and
delivered to the registrars of the Company, Computershare Investor Services
PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY or alternatively, you
may register your proxy electronically at www.investorcentre.co.uk/eproxy, in
each case, so as to be received by no later than 48 hours (excluding non-working
days) before the time the AGM is scheduled to begin. To vote electronically, you
will be asked to provide your Control Number, Shareholder Reference Number and
PIN which are detailed on your proxy form.
Appointment of a proxy, or any CREST proxy instruction (as described in paragraph
(d) below) will not preclude a member from subsequently attending and voting at
the meeting should he or she choose to do so. This is the only acceptable means
by which proxy instructions may be submitted electronically.
d) To appoint one or more proxies or to give an instruction to a proxy (whether
previously appointed or otherwise) via the CREST system, CREST messages must
be received by the issuer’s agent (ID number 3RA50) not later than 48 hours
(excluding non-working days) before the time appointed for holding the meeting.
For this purpose, the time of receipt will be taken to be the time (as determined by
the time stamp generated by the CREST system) from which the issuer’s agent is
able to retrieve the message. After this time any change of instructions to a proxy
appointed through CREST should be communicated to the proxy by other means.
CREST personal members or other CREST sponsored members, and those CREST
members who have appointed voting service provider(s) should contact their
CREST sponsor or voting service provider(s) for assistance with appointing proxies
via CREST. For further information on CREST procedures, limitations and system
timings please refer to the CREST manual. The Company may treat as invalid a
proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)
(a) of the Uncertificated Securities Regulations 2001.
e) Any person receiving a copy of the Notice as a person nominated by a member
to enjoy information rights under Section 146 of the Companies Act 2006 (a
‘Nominated Person’) should be aware that the provisions in Notes (a) and (b) above
concerning the appointment of a proxy or proxies to attend the meeting in place
of a member, do not apply to a Nominated Person as only shareholders have the
right to appoint a proxy. However, a Nominated Person may have a right under an
agreement between the Nominated Person and the member by whom he or she
was nominated to be appointed, or to have someone else appointed, as a proxy
for the meeting. If a Nominated Person has no such proxy appointment right or
does not wish to exercise it, he/she may have a right under such an agreement to
give instructions to the member as to the exercise of voting rights at the meeting.
f) Section 319A of the Companies Act 2006 requires the Directors to answer any
question raised at the AGM which relates to the business of the meeting although
no answer need be given (a) if to do so would interfere unduly with the preparation
of the meeting or involve disclosure of confidential information; (b) if the answer
has already been given on the Company’s website; or (c) if it is undesirable in the
best interests of the Company or the good order of the meeting.
Questions from our shareholders in relation to the AGM can be sent via email to
TitanAGM@octopusinvestments.com. The Company may, however, elect to
provide answers to questions raised within a reasonable period of days after the
conclusion of the AGM.
g) Members satisfying the thresholds in Section 527 of the Companies Act 2006
can require the Company to publish a statement on its website setting out any
matter relating to (a) the audit of the Company’s accounts (including the auditor’s
report and the conduct of the audit) that are to be laid before the AGM; or (b)
any circumstances connected with an auditor of the Company ceasing to hold
office since the last AGM, that the members propose to raise at the meeting.
The Company cannot require the members requesting the publication to pay its
expenses. Any statement required to be placed on the website must also be sent
to the Company’s auditors no later than the time it makes its statement available
Notice of Annual General Meeting
continued
Octopus Titan VCT plc — Annual report and financial statements 2025 115
on the website. The business which may be dealt with at the meeting includes any
statement that the Company has been required to publish on its website.
h) Under Sections 338 and 338A of the Companies Act 2006, members meeting the
threshold requirements in those sections have the right to require the Company:
(i) to give, to members of the Company entitled to receive notice of the meeting,
notice of a resolution which may properly be moved and is intended to be
moved at the meeting; and/or
(ii) to include in the business to be dealt with at the meeting any matters (other
than a proposed resolution) which may be properly included in the business.
A resolution may properly be moved or a matter may properly be included in the
business unless:
(i) (in the case of a resolution only) it would, if passed, be ineffective (whether by
reason of inconsistency with any enactment or the Company’s constitution or
otherwise);
(ii) it is defamatory of any person; or
(iii) it is frivolous or vexatious.
Such a request may be in hard copy form or in electronic form, and must identify
the resolution of which notice is to be given or the matter to be included in the
business, must be authorised by the person or persons making it, must be received
by the Company not later than six weeks before the meeting, and (in the case of a
matter to be included in the business only) must be accompanied by a statement
setting out the grounds for the request.
i) A copy of the Notice of AGM and the information required by Section 311A of
theCompanies Act 2006 is included on the Company’s website,
octopustitanvct.com. Copies of the Directors’ letters of appointment, the
Register of Directors’ Interests in the Ordinary shares of the Company kept in
accordance with the Listing Rules and a copy of the Memorandum and Articles of
Association of the Company will be available for inspection at the registered office
of the Company during usual business hours on any weekday from the date of this
notice until the AGM, and at the place of that meeting for at least 15 minutes prior
to the commencement of the meeting until its conclusion.
j) As at 27 April 2026 (being the last practicable date prior to the publication of
this Notice) the Company’s issued share capital consists of Ordinary shares,
carrying one vote each. Therefore, the total voting rights in the Company as at
27April2026 are 1,647,726,059.
Notice of Annual General Meeting
continued
Octopus Titan VCT plc
Titan’s mission is to invest in
the people, ideas and industries
thatwillchange theworld.
Octopus Titan VCT plc (‘Titan’ or
the ‘Company’) is managed by
Octopus AIF Management Limited
(the ‘Manager’), which has delegated
investment management to Octopus
Investments Limited (‘Octopus’ or
‘PortfolioManager’) via its investment
team Octopus Ventures.
Find it fast
Strategic report
Key financials 1
Chair’s statement 2
Titan’s objectives 5
How Titan works 6
Portfolio Manager’s review 20
Operating responsibly 32
Section 172 statement 37
Risks and risk management 42
Business review 46
Governance
Board of Directors 49
Corporate governance report 51
Leadership and purpose 53
Division of responsibilities 54
Composition, succession and evaluation 55
Audit, risk and internal control 57
Management Engagement Committee 60
Directors’ remuneration report 61
Directors’ report 64
Financials
Directors’ responsibilities statement 69
Independent auditor’s report 70
Income statement 77
Balance sheet 78
Statement of changes in equity 79
Cash flow statement 81
Notes to the financial statements 82
Investment portfolio 101
Shareholder information and contact details 106
Glossary of terms 110
Directors and advisers 111
Notice of Annual General Meeting 112
Key dates
Annual General Meeting 18 June 2026
Half-year results to 30 June 2026 published September 2026
Octopus Titan VCT plc
Annual report
and financial
statements 2025
Octopus Investments
33 Holborn
London EC1N 2HT
0800 316 2295
investorsupport@octopusinvestments.com
octopusinvestments.com
Octopus Titan VCT plc|Annual Report 2025