## Octopus Titan VCT plc Octopus Titan VCT plc|Annual Report 2025 ## Annual report ## and financial ## statements 2025 | 0800 316 2295 | Octopus Investments | | --- | --- | | investorsupport@octopusinvestments.com | 33 Holborn | | octopusinvestments.com | London EC1N 2HT | ## Find it fast ### Strategic report Financials Octopus Titan VCT plc Key financials 1 Directors’ responsibilities statement 69 ### Titan’s mission is to invest in | Chair’s statement 2 | Independent auditor’s report 70 | | | --- | --- | --- | | Titan’s objectives 5 | Income statement 77 | the people, ideas and industries | | How Titan works 6 | Balance sheet 78 | thatwillchange theworld. | | Portfolio Manager’s review 20 | Statement of changes in equity 79 | | ### Octopus Titan VCT plc (‘Titan’ or | Operating responsibly 32 | Cash flow statement 81 | | | --- | --- | --- | | Section 172 statement 37 | Notes to the financial statements 82 | the ‘Company’) is managed by | | Risks and risk management 42 | Investment portfolio 101 | Octopus AIF Management Limited | | Business review 46 | Shareholder information and contact details 106 | (the ‘Manager’), which has delegated | | | Glossary of terms 110 | investment management to Octopus | Directors and advisers 111 ### Governance Investments Limited (‘Octopus’ or Notice of Annual General Meeting 112 ### Board of Directors 49 ‘PortfolioManager’) via its investment ### Corporate governance report 51 team Octopus Ventures. Leadership and purpose 53 Division of responsibilities 54 ### Key dates Composition, succession and evaluation 55 Annual General Meeting 18 June 2026 Audit, risk and internal control 57 Half-year results to 30 June 2026 published September 2026 Management Engagement Committee 60 Directors’ remuneration report 61 Directors’ report 64 ## Key financials | | | | Net assets (£’000) | | | | | Loss after tax (£’000) NAV per share | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | £732,844 | | | | | | £(90,535) | | | | | 44.5p | | | | | | 2024: £831,358 | | | | | 2024: £(147,649) | | | | | 2024: 50.5p | | | | | | | | 1 | | | | | | 2 | | | | | | | Total value per share | | | | | | Total return per share | | | | Total return per share %³ | | | | | | | 150.1p | | | | | | (5.5)p | | | | (10.9)% | | | | | | 2024: 155.6p | | | | | | 2024: (8.8)p | | | | 2024: (14.1)% | | | | | | | | | | | | | 4 | | | | 5 | | | Dividends paid in the year | | | | | | | | Dividend yield % | | | Total ongoing charges | | | | | | | | 0.5p | | | | | 1.0% | | | | 2.3% | | | | | | | 2024: 3.1p | | | | | 2024: 5.0% | | | | 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. Octopus Titan VCT plc — Annual report and financial statements 2025 1 # Chair's statement 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. 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 31 December 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 -279p (-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 31 December 2025, representing 21% of net assets compared to £184 million 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 11 September 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 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 ![img-0.jpeg](img-0.jpeg) Tom Leader Chair 2 Octopus Titan VCT plc — Annual report and financial statements 2025 # Chair's statement → continued 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 19% of net assets, representing a reduction of approximately 0.2 percentage 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 2025). 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. Octopus Titan VCT plc — Annual report and financial statements 2025 3 # Chair's statement → continued ## 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 2025, 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. A meaningful 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 4 Octopus Titan VCT plc — Annual report and financial statements 2025 ## Titan’s objectives Following the conclusion of the Strategic Review in funding environment. Further information on the reserves. During 2025, dividends of 0.5p per share were September 2025, the Board has refreshed Titan’s objectives enhanced portfolio support capabilities underpinning this paid, equating to approximately 1% of opening NAV, to reflect the current market environment and the approach is provided on page 7. materially below the 5% target, so this objective is not Company’s Transition Period. Historically, the Company’s currently being met, reflecting the sustainability objective objectives focused on investing in early stage technology- The impact of this approach will take time to be fully and the shortfall in realisations. enabled businesses across defined sector themes, reflected in portfolio outcomes. The Company’s capital The Board will consider resuming dividends at a higher maintaining NAV per share above 90p after dividends, and resources are currently focused on supporting its level when performance and liquidity support distributions generating realisations sufficient to fund dividends, share existing portfolio and progress will be assessed over time on a sustainable basis. buybacks and operating costs, and targeting an annual through improvements in company performance, capital tax-free dividend of 5% of opening NAV. efficiency and the achievement of value milestones. 4. Achieve long-term growth in net assets The updated objectives place greater emphasis on 2. Deliver long-term sustainability Over the long term, Titan seeks to generate meaningful sustainability and capital discipline and provide growth in NAV, targeting an annual total return of The Board considers it essential that Titan is able, over a clearer framework against which progress can approximately 7% or more through a combination of time, to meet its cash outflows, including dividends, a be measured as the Company works to stabilise capital growth and income. portion of share buybacks and operating costs, from performance and rebuild long-term value. realised investment proceeds. This objective is not currently being met. Net performance in 2025 was below this level, reflecting the impact of a 1. Support and develop a high-quality Sustainability is therefore assessed by reference to the small number of material write-offs, alongside broader portfolio extent to which cash realisations cover the Company’s valuation pressures and limited realisations. Restoring cash outflows over rolling five-year periods. While the Titan seeks to invest in and support innovative technology sustainable growth will depend on improving operational timing of exits can be inherently unpredictable, the and tech-enabled businesses across its core sectors, performance across the portfolio and achieving successful long-term objective is for realised proceeds to support Health, Fintech, Deep Tech, Consumer, Business-2- liquidity events at appropriate valuations. distributions and costs in a sustainable manner. Business (B2B) Software, Bio and Climate. More on the The Strategic Review, revised fee arrangements and portfolio split can be read on page 10. This objective is not currently being achieved. enhanced guardrail framework are intended to provide Realisation levels during 2025 have been materially a clearer structure for delivering progress against this Following the Strategic Review, the Company’s immediate below target, and the Board has responded by objective over time. priority is a portfolio-first approach. During the Transition prioritising capital discipline and liquidity preservation Period, capital deployment will be focused on follow- during the Transition Period. on investments in existing portfolio companies, with new investment activity expected to be limited and 3. Target a 5% annual tax-free dividend not undertaken at scale. The focus is on supporting existing portfolio companies to strengthen operational Titan’s long-term ambition remains to pay a regular performance, improve capital efficiency and, where annual dividend equivalent to 5% of the NAV per share appropriate, progress towards liquidity events. at the start of each financial year, with the potential for special dividends where significant gains are realised. This includes working closely with management teams to However, dividends will only be paid where supported by extend cash runway, enhance profitability and position realised cash investment gains and sufficient distributable businesses for sustainable growth in a more disciplined Octopus Titan VCT plc — Annual report and financial statements 2025 5 How Titan works ## Spotlight on the team ## A strengthened team to Investment leadership and team Portfolio optimisation capability ## steward Titan through its Following the Strategic Review, Octopus Ventures has Lead Fund Manager further strengthened its portfolio management capability to ## transition Zihao Xu has been appointed as Lead Fund Manager for reflect the increased importance of active oversight under Titan VCT, with responsibility for stewarding the Fund the portfolio first approach. This capability is embedded through its Transition Period and implementing the portfolio within the investment team, rather than operating as a Following the conclusion of the Strategic Review, first strategy. Further information on this strategy is separate standalone function. This is led by Jamie Kennell, Octopus Ventures has taken proactive steps to available on page 11. Lead Portfolio Partner, who brings more than 25 years of strengthen the leadership, stability and depth of Zihao joined Octopus Ventures in 2016 and is a long- leadership experience in private equity, venture capital, and the team managing Titan. It has strengthened standing member of the fintech investment team. He corporate finance. Jamie was previously Chief Investment its investment leadership, enhanced its portfolio brings deep experience across venture investing, portfolio Officer at Pembroke Investment Managers LLP, where he led management capability and aligned its dedicated support and strategic decision-making. Prior to joining a comprehensive transformation of portfolio management, People and Talent resources, ensuring the Company Octopus Ventures, Zihao spent five years as a strategy reporting, and investment processes. consultant at Roland Berger, advising clients on corporate is stewarded with the experience, focus and support This means that portfolio support, performance oversight, strategy, operational improvement and Mergers & required under the portfolio first strategy. proactive exit planning and capital allocation are led within Acquisitions. the same team responsible for managing the Company. In As Lead Fund Manager, Zihao is responsible for setting practice, this helps ensure that decisions are coordinated, investment priorities in line with the portfolio first strategy, accountability is clear, and support for portfolio companies overseeing follow-on investment decisions and working is closely connected to investment decision-making. closely with the Board and the wider Octopus Ventures This embedded capability supports: platform to support value creation across Titan’s portfolio. • ongoing monitoring of portfolio company performance and Wider investment team early identification of areas where action may be needed; Zihao is supported by a dedicated investment team • structured support to help companies improve operations, comprising experienced Partners, Principals and Investment strengthen their market position and prepare for future Managers, providing depth and continuity to manage funding; Titan’s portfolio effectively. • proactive planning for realisations, including early The team brings a blend of venture investing, sector identification of potential exit pathways and timing expertise and portfolio support experience, with access to considerations; the broader Octopus Ventures platform where appropriate. • greater consistency and discipline in portfolio management This structure ensures Titan benefits from focused across the fund; and clearer reporting and better visibility to leadership alongside the breadth of skills required to support Board oversight and decision-making. support a large and diverse portfolio during the Transition Period. 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 6 Octopus Titan VCT plc — Annual report and financial statements 2025 How Titan works ## Spotlight on the team  continued Supporting Titan’s portfolio first strategy Supporting portfolio companies through People and Talent Previously, the focus was more balanced across both new The Octopus Ventures People and Talent team is a How the People and Talent team supports investment activity and management of the existing dedicated, in-house capability focused on helping portfolio. Under the portfolio first strategy, Octopus the portfolio portfolio companies build the leadership, teams and Ventures has aligned its investment leadership, portfolio The People and Talent team provides practical, targeted organisational foundations required to scale successfully. management capability and people support resources to support across a range of areas, including: focus on maximising value from Titan’s existing portfolio Under Titan’s portfolio first strategy, this team plays an • Leadership and team development during the Transition Period. Together, this supports important role in supporting value creation across the Supporting founders and senior leaders as disciplined capital allocation, active portfolio oversight existing portfolio by working closely with founders and organisations scale, including leadership coaching, and stronger execution within portfolio companies, leadership teams at critical stages of growth. role clarity and succession planning. helping to improve resilience, support future realisations A dedicated team supporting long-term and drive long-term value creation for shareholders. • Hiring and talent strategy growth Advising on senior and specialist recruitment, team The People and Talent team partners with portfolio structure and long-term talent planning to support companies to address some of the most significant growth objectives. challenges faced by growing businesses, including • Organisational design and culture leadership development, executive and board-level Helping companies build effective operating models, recruitment, organisational design and culture. embed values and create inclusive, high-performing By providing structured, hands-on support, the team cultures. helps companies strengthen execution, retain key talent • Retention and engagement and build resilient organisations capable of delivering Supporting companies to develop compensation sustained performance. frameworks, performance management approaches This support is delivered alongside the investment team, and employee engagement practices. ensuring that people-related initiatives are aligned with This support is tailored to the specific needs and stage each company’s strategic priorities. of each portfolio company, recognising that people challenges evolve as businesses grow. Octopus Titan VCT plc — Annual report and financial statements 2025 7 How Titan works ## Statement from the Lead Fund Manager The Company’s performance over the past four years I remain fully committed to working in close alignment ## I am very aware of the has been disappointing, and I fully recognise the with the Board and the wider Octopus team during the frustration this continues to cause shareholders. Company’s Transition Period and beyond to stabilise ## responsibility that comes with NAV, improve exits, and restore long-term sustainable ## taking on the role of Lead I accepted this role because I believe the portfolio has performance. the potential to deliver strong long-term value. Having ## Fund Manager at this point in worked within the Titan investment team for nearly a decade, I know many of these companies well and ## Titan’s journey. Zihao Xu 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. Zihao Xu Lead Fund Manager 8 Octopus Titan VCT plc — Annual report and financial statements 2025 How Titan works ## Titan’s portfolio ## Sector focus Titan’s portfolio spans seven sectors across different stages of development. Below you can read more about each area of focus and some portfolio companyexamples. | | B2B software | | Bio | | | Climate | | Consumer | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | |  | |  | | |  | |  | | Supporting industries through | | Backing trailblazing founders creating | | | Backing the people and businesses | | Redefining how we live, work and play. | | | digitisation and automation. Advances | | a bioscience-led revolution. Advances | | | that are powering planet-friendly | | Backing the pioneers who use tech to | | | in B2B software have an impact on | | in biosciences and molecular biology, | | | progress by creating a circular economy, | | dramatically improve consumers’ lives. | | | every industry, bringing everyone closer | | combined | | with leaps forward in | decarbonising global energy systems | | They’re obsessed with their customers’ | | | to more efficient andsustainable ways | | computer power, have laid the | | | and infrastructure, reducing energy | | happiness, and dedicated to delivering | | | of working. | | foundations for a revolution across | | | consumption, greening finance, | | authentic, unique experiences. | | | | | sectors from therapeutics to energy. | | | protecting and developing ecosystems, | | | | and erasing our historical footprint through carbon removal technologies. ## Deep tech Fintech Health ##    Advancing technology touches every Backing companies that are redefining Backing the businesses and people aspect of our lives: agriculture, education, financial services, driving us towards at the most ambitious frontiers of health, commerce, communication. a future of safe, efficient transactions medical science. Supporting health tech Backing the founders who are solving that occur faster than the speed of startups who uncover the unknown. The de ep technical problems across every thought. people doing things we didn’t think were industry in ways that will transform our possible, confronting taboo issues and world. They’ve pioneered new business breaking down social boundaries. models to create opportunities and invent entirely new markets. Octopus Titan VCT plc — Annual report and financial statements 2025 9 How Titan works ## Titan’s portfolio  continued ## Sector focus continued The pie charts below illustrate Titan’s investment focus by portfolio value Fintech Health B2B software Consumer     asapercentage and by number of portfolio companies.  Deep tech  Bio  Climate ### 4% ### 2% 11 ### 24 ### 12% 9 ### 32% ## Portfolio value Number of ### 11% ## (%) companies ### 24 ## by sector focus by sector focus 24 ### 18% ### 21 ### 21% 17 10 Octopus Titan VCT plc — Annual report and financial statements 2025 How Titan works ## Portfolio first investment strategy ## Maximising value from Titan’s existing portfolio to drive improved returns during the Transition Period What “portfolio first” means: ### 1 2 3 Our highest impact holdings Follow-on investment, not new Value creation and realisations Focusing on companies providing the origination Supporting companies that are closer to greatest opportunity to drive value. Deploying capital selectively into existing growth opportunities, strategic partnerships portfolio companies that demonstrate strong or exit opportunities. progress and clear value creation potential. Why this approach supports shareholder interests Under the portfolio first strategy, the Octopus Ventures team is focused on: The portfolio first strategy is designed to support improved future NAV performance • deeper engagement with priority companies, including increased senior involvement and long-term shareholder returns by: 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; Concentrating resources on highest impact companies with a greater 1 potential to secure further funding or reach an exit • 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. Improving capital discipline during the Transition Period by limiting 2 portfolio complexity and deployment risk Portfolio first in 2025 Strengthening alignment and accountability, supported by enhanced 3 Board oversight, agreed performance guardrails and revised fee ## arrangements 14 £14.7 million follow-on investments invested completed 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. Octopus Titan VCT plc — Annual report and financial statements 2025 11 How Titan works ## How Titan works ## By owning shares in Titan you gain access to a portfolio ofover 120 early-stage ## companies with high-growth potential operating across a diverse range of sectors. What’s in a share? The net asset value (NAV) is the combined value Top 20 investments of all the assets owned by Titan after deducting ### the value of its liabilities. The NAV is comprised 53% The value of the top 20 portfolio of different elements, as shown in the diagram. investments 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 Other investments ## NAV 25% the upcoming pipeline of follow-on investments. Value of remaining portfolio investments This pipeline of investments is closely monitored ## breakdown 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. 1 Cash and cash equivalents ### 21% Value of cash in bank, money market funds and corporate bond portfolio Other ### Read more in the Financials 1% Value of debtors less creditors section on pages 69 to 100. 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. 12 Octopus Titan VCT plc — Annual report and financial statements 2025 How Titan works # 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. ## 1 NAV per share 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. ![img-1.jpeg](img-1.jpeg) ### 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. ## 2 Total return per share¹ 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. ![img-2.jpeg](img-2.jpeg) ### 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. 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 How Titan works # Measuring our performance → continued ## 3 Dividends per share paid in the year 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. ![img-3.jpeg](img-3.jpeg) ### 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. ## 4 Total ongoing charges¹ 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%. ![img-4.jpeg](img-4.jpeg) ### 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. ¹ These KPIs are defined as APMs and are explained in more detail in the Glossary of terms on page 110. 14 Octopus Titan VCT plc — Annual report and financial statements 2025 How Titan works # Measuring our performance → continued ## 5 Qualifying % under VCT rules¹ 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 the accounting period in which the shares were issued. ![img-5.jpeg](img-5.jpeg) ### 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. ## 6 Distributable reserves 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. ![img-6.jpeg](img-6.jpeg) ### 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. 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 How Titan works # Measuring our performance → continued ## 7 Cash and cash equivalents and corporate bonds² 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. ![img-7.jpeg](img-7.jpeg) ### Performance over the year Cash and cash equivalents and corporate bonds represented 21.0% of net assets at 31 December 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 £6.5 million in FY 2025, offset by deployment of £14.7 million into follow-on investments, £8.2 million 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. 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. ## 8 Sustainability % of Titan¹ 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 page 18. ![img-8.jpeg](img-8.jpeg) ### 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. 16 Octopus Titan VCT plc — Annual report and financial statements 2025 How Titan works ## Measuring our performance  continued ### 9 Dividend cover 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 2023 2025 ## 94% ## 78% 79% 2025 change ## -15.0% Performance over the year Cash realisations during the year were £6.5million. Dividends of £8.2million 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. Octopus Titan VCT plc — Annual report and financial statements 2025 17 How Titan works ## Cash and value movements during the year 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. 300 250 5 7 3 – 200 184 (8) (16) 154 (6) 150 £m (15) 100 50 0 | Cash as at | Disposal | Fundraise | Money market | Bond coupon | Dividends | Management | | Other | Follow-on | Cash as at | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 31 December | proceeds | | funds income | income | | | fee | costs | investments | 31 December | | | 2024 | | | | | | | | | | | 2025 | Cash inflows Cash outflows 18 Octopus Titan VCT plc — Annual report and financial statements 2025 How Titan works ## Cash and value movements during the year  continued Titan total value movement DRIS shares subscribed for under the Dividend Reinvestment Scheme should benefit from VCT tax relief. As stated The following graph shows the increases and decreases Titan had adopted a DRIS under which shareholders in the Chair’s statement, the DRIS was suspended in contributing to the movement in the NAV per share were given the opportunity to reinvest future dividend respect of the interim dividend paid on 19 December during the year. payments by way of subscription for new shares. 2024 and will remain so until further notice. Subject to a shareholder’s personal circumstances, 60 4.2 50.5 50 0.4 45.0 44.5 (8.6) (0.3) (0.9) (0.3) (0.5) 40 30 NAV per share (p) 20 10 0 | NAV as at | | Unrealised | Unrealised | | Investment | Management | | | Other | NAV | DividendsRealised loss on | NAV as at | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 31 December | | fixed asset | fixed asset | disposal of | income and | | fee | running costs | | before | | 31 December | | | | 2024 | investments | investments | fixed asset | corporate bond | | | | | dividends | | | 2025 | | | | valuation | valuation | investments | revaluations | | | | | | | | | | | | uplifts | downgrades | | | | | | | | | | | | NAV per share Increase in NAV per share | | | | Decrease in NAV per share | | | | | | | | | | Octopus Titan VCT plc — Annual report and financial statements 2025 19 # Portfolio Manager's review ## 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 31 December 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 Enil (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. As a 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. In several 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  continued appropriate, we have also supported companies with follow-on funding, alongside Titan total value growth co-investors, to ensure sufficient capital to execute their plans in a more disciplined The graph below shows the performance of Titan since 31 October 2015 in NAV, dividends funding environment. paid, and NAV plus cumulative dividends paid (total value). The table highlights the compound More positively, 49 companies saw valuation increases during the year, delivering annual growth rate across different holding periods. a collective uplift of £71 million. These uplifts primarily reflected businesses that Tax-free compound completed funding rounds at improved valuations, delivered strong revenue growth Holding period Total return annual growth rate or achieved significant commercial milestones. Notable positive contributors included Elliptic, Partly and vHive. These examples demonstrate that, even in a challenging 10 years since 31 October 2015 (4.5)% (0.4)% market, well-positioned businesses can continue to create value. 5 years since 31 December 2020 (28.8)% (6.6)% 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 1 year since 31 December 2024 (10.9)% (10.9)% bond portfolio. The objective of these holdings remains capital preservation and liquidity, while generating appropriate market-based returns on treasury balances. 197.7 200 178.0 173.9 171.2 162.4 164.1 164.4 158.9 154.7 155.6 160 150.1 ### !"#$%&!'#$(&)$(*+&,-'.#/&0-'1&"%2+3#"'% 120 "(#) !%#) 80 "*#) *$#) Total value (p) *%#) %)( $$#) $%#) '(#) &*#' &(#' 40 $#) %(%#" %)'#* | | | | | | | | | | %)%#& | %)(#* | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | "$#% %#) (#) | | | | | | | | | | "*#" | | "$#& | | | | "*#) | | | | | | | | | "&#" | | +#' | | "'#( | | | | | | | "+#% | "'#( | | | | | | | | !"#" )#) | | 0 | | | "%#' | | | | | | | | | | | | | | | | | | | | | | Oct | | Oct | | Oct | | Oct | | Dec | | Dec | | Dec | | Dec | Dec | Dec | Dec | *$#" 15 16 17 18 19 20 21 22 23 24 25 $(#& NAV per share Cumulative dividends Octopus Titan VCT plc — Annual report and financial statements 2025 21 ## Portfolio Manager’s review  continued Disposals These disappointing outcomes reflect the challenges unable to secure further funding or complete strategic faced by businesses in a constrained funding and exit transactions. Disposals and deferred proceeds returned £6.5 million environment. in cash during the year. This is materially behind The aggregate investment cost of these companies was expectations and below the level required to support Partial disposals £27.4 million (2024: £26.0 million). the Company’s long-term sustainability objective. As Smiler had not achieved the milestones set at the In addition, Nosso, Excession Technologies and LVNDR point of investment and struggled to find product Improving the scale and quality of realisations remains were formally dissolved during the year, having entered market fit, itwas agreed in April that the Company a key priority for the investment team, and significant administration in previous reporting periods. would remain a small shareholder, but that 72% of the resource is being dedicated to progressing exit invested capital would be returned. Underperformance and company failures are an opportunities where market conditions permit. inherent feature of venture capital investing. However, In November, MyTomorrows completed a €25million Disposals at a loss the number of insolvencies and loss-making exits during funding round. As part of this transaction, Titan realised There were seven full disposals completed at a loss the year reflects the particularly challenging funding and a portion of its shareholding while retaining a reduced during the year. exit environment for early-stage growth businesses. position in the company. In March, Antidote was acquired by 83Bar. In April, Portfolio optimisation strategy In aggregate, these partial disposals generated Enghouse Systems acquired Trafi. In August, Titan sold Improving realisation outcomes remains a central proceeds totalling £3.0 million compared to an its shares in Smartkem, which had listed on NASDAQ priority. As part of the portfolio first approach, resource investment cost of £5.8 million. in May 2024. In October, Restless was acquired by Just within the portfolio optimisation team is being deployed Group. In December, Memrise completed a further Deferred proceeds to support the identification, preparation and execution funding round in which Titan did not participate. In the year, Titan also received deferred proceeds of exit opportunities across the portfolio. As a result, Titan received a de minimis payment in from the sales of Cobee (to Pluxee in 2024), TaxScouts This includes earlier and more proactive engagement exchange for waiving its convertible loan notes and its (toTaxfix in 2024), Skew (to Coinbase in 2021), Comma on exit planning, with a focus on positioning companies equity position was forfeited. (to Weavr in 2021), Glofox (to ABC Fitness in 2022) and appropriately for potential strategic transactions, Jolt (to Global University Systems in 2022). In addition, Titan’s shareholdings in The Faction Collective secondary sales or other realisation pathways. This and Zai were divested for nil or negligible proceeds as In aggregate, deferred proceeds received in the year increased focus, combined with strengthened portfolio recovery of value was no longer considered likely. totalled £1.6 million. management capability, is designed to support a more consistent and disciplined approach to realisations over In aggregate, these disposals generated proceeds of Companies placed into administration time, while seeking to maximise value in a still-recovering £1.9 million compared with a total investment cost of During the year, Chiaro Technologies (trading as Elvie), exit environment. | £43.9 million. As at 31 December 2024, these assets | | | Origami, VyperCore, Papercup, Streetbees, Ribbon | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | had a combined carrying value of approximately | | | Technologies (trading as Wondering), Imophoron and | | | | | | | | | | £7.7 million. | | | Altitude Angel entered administration after being | | | | | | | | | | | | Year ended | | | Year ended | | Year ended | | Year ended | | Year ended | | | 31 December 2021 | | | 31 December 2022 | | 31 December 2023 | | 31 December 2024 | | 31 December 2025 Total | | 1 Disposal proceeds (£'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 Valuations Titan’s unquoted portfolio companies are valued in 8% accordance with UK GAAP accounting standards and the International Private Equity and Venture Capital 24% (IPEV) valuation guidelines. This means we value the 13% portfolio at Fair Value, which is the price we expect people would be willing to buy or sell an asset for, External price assuming they had all the information available that Valuation we do, are knowledgeable parties with no pre-existing Multiples methodology relationship, and that the transaction is carried out by value under the normal course of business. Scenario analysis The pie charts here illustrate the split of valuation Milestone analysis methodology (shown as a percentage of portfolio value and number of companies). ‘External price’ includes valuations based on funding rounds that typically 55% 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 16 around the potential outcomes available to a company, 28 a probability-weighted ‘scenario analysis’ is considered. ‘Milestone analysis’ is used for very early-stage investments that are not yet generating revenue. The Valuation External price initial value is estimated by starting with the price from the most recent funding round. This is then adjusted methodology Multiples based on the company’s progress against qualitative 35 by number of milestones, such as product development, customer Scenario analysis companies growth, or regulatory approvals, to reflect any increase 28 or decrease in value. Write off For further information please see Note 10 in the notes Milestone analysis to the financial statements. 23 Octopus Titan VCT plc — Annual report and financial statements 2025 23 ## Portfolio Manager’s review  continued ## Case studies www.remofirst.com www.automata.tech ## Removing borders from global work Unlocking the potential of scientific and ## medical laboratories through automation International hiring remains complex The growth of remote and distributed Scientific and medical laboratories Demand for laboratory automation and costly for many businesses, working has increased demand for are under increasing pressure to continues to increase, driven by higher requiring navigation of local solutions that support international process growing volumes of samples workloads, skills shortages, and the need employment laws, payroll systems, and employment. RemoFirst operates in a while maintaining accuracy and for consistent data quality. Automata’s compliance obligations. These barriers large and expanding market, addressing consistency. Many workflows remain end-to-end system offers an alternative can limit companies’ ability to access a clear need for simplified global manual, relying on skilled staff to to fragmented automation solutions global talent, while skilled individuals hiring infrastructure. Its software-led perform repetitive tasks that can and supports adoption across a range may be excluded from employment approach allows customers to scale create bottlenecks, increase the risk of scientific and clinical settings. opportunities due to administrative international teams efficiently while of error, and limit capacity. The platform is designed to improve complexity rather than capability. maintaining regulatory compliance productivity and operational efficiency Automata provides an integrated | | across multiple jurisdictions. | | in laboratory environments. | | --- | --- | --- | --- | | Founded in 2021, RemoFirst provides | | lab automation platform that | | | a platform that enables companies to | | enables laboratories to automate | | | hire, pay, and manage employees in | | workflows traditionally performed | | | over 185 countries without establishing | | by hand. Its solution combines a | | | local legal entities. Acting as the legal | | fully automated lab bench with | | | employer on behalf of its customers, | | software that allows users to | | | RemoFirst manages employment | | design and operate automated | | | contracts, payroll, benefits, tax, | | processes across activities such as | | | and compliance through a single | | sample preparation and testing. By | | | system. This supports compliant | | integrating hardware, software, and | | | international hiring while reducing | | workflow design, Automata reduces | | | operational burden for businesses and | | reliance on manual intervention | | | providing workers with formal, secure | | and improves operational efficiency | | | employment. | | within existing lab environments. | | 24 Octopus Titan VCT plc — Annual report and financial statements 2025 ## Portfolio Manager’s review  continued ## Case studies www.elliptic.co www.vhive.ai ## Making digital assets safer and compliant Modernising enterprise asset inspection and ## with blockchain analytics management As digital assets become more widely Elliptic serves organisations across Enterprises managing large portfolios telecommunications, energy, and used, financial institutions, exchanges, multiple jurisdictions and supports of physical assets often rely on industrial infrastructure. vHive’s and regulators face increasing compliance activity across a wide manual inspections and fragmented platform supports organisations challenges in managing financial range of blockchain networks. As data sources. These approaches can seeking to modernise asset crime risk and meeting regulatory regulatory oversight of digital assets be time-consuming and inconsistent, management processes and improve requirements. The complexity of increases, demand for specialist limiting visibility into asset condition operational efficiency through data- blockchain networks and cross-chain compliance and analytics solutions and slowing decision-making as driven decision-making. activity makes it difficult to monitor continues to grow. Elliptic operates in a infrastructure portfolios grow in scale transactions and identify illicit behaviour developing regulatory and technology and complexity. using traditional compliance tools. landscape, providing tools designed vHive provides a cloud-based to support risk management and Elliptic provides blockchain analytics software platform that uses transparency in digital asset markets. and crypto compliance software autonomous drone data capture that enables organisations to assess and AI-driven analytics to digitise and manage risk across digital asset physical assets. The platform enables markets. Its platform offers transaction organisations to collect structured tracing, wallet and asset screening, site data and convert it into risk scoring, and investigative tools accurate digital models that support that support compliance, monitoring, inspection, analysis, and planning and enforcement activity. These activities. This reduces reliance on capabilities are integrated into manual surveys and improves data customer workflows to support consistency across asset portfolios. onboarding, transaction monitoring, Demand for digital inspection and reporting. and infrastructure analytics is increasing across sectors such as Octopus Titan VCT plc — Annual report and financial statements 2025 25 # Portfolio Manager's review → continued Top 20 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: ![img-9.jpeg](img-9.jpeg) | Portfolio | Investment focus | Investment cost | Total valuation including cost | | --- | --- | --- | --- | | 1 | ELLIPTIC | £9.9m | £40.8m | | 2 | Skin+Mc | £11.5m | £40.6m | | 3 | MgmyPets | £10.0m | £30.5m | | 4 | ampliance | £13.6m | £30.0m | | 5 | Vitesse | £8.8m | £27.2m | | 6 | Pelago | £17.9m | £25.3m | | 7 | vitesse | £8.0m | £24.5m | | 8 | Permutive | £19.0m | £20.7m | | 9 | Automate | £14.3m | £15.8m | | 10 | TÖKEN | £13.0m | £15.8m | 26 Octopus Titan VCT plc — Annual report and financial statements 2025 | Portfolio Manager’s review | | | | | | |  | continued | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Investment | | Investment | | | | | | | Portfolio | | | | Total valuation including cost | | | | | | | | focus | cost | | | | | | | 11 | | | £7.3m £15.4m | | | | | | | 12 | | | | | | £15.3m £6.8m | | | | 13 | | | £7.1m £13.2m | | | | | | | 14 | | | £8.1m | | | £11.8m | | | | 15 | | | £5.0m | | | £10.5m | | | | 16 | | | £9.6m | | £10.0m | | | | | 17 | | | £7.2m | | £10.0m | | | | | 18 | | | £8.4m | | £9.9m | | | | | 19 | | | £8.2m £9.3m | | | | | | | 20 | | | £9.2m £9.2m | | | | | | Octopus Titan VCT plc — Annual report and financial statements 2025 27 ## Portfolio Manager’s review  continued 1 ## Top 10 investments in detail | 1 2 3 4 | Elliptic Skin + Me Many Group Amplience | | | | | --- | --- | --- | --- | --- | | Elliptic helps organisations detect and | | Skin+Me delivers personalised prescription | Provides pet insurance, aiming to offer | Amplience powers the content behind | | prevent financial crime involving crypto, | | skincare, designed by dermatology experts, | comprehensive health coverage for | modern retail websites, making it easier | | enabling safer transactions and enhanced | | with custom formulas sent directly to | pets with a customer-centric approach, | for teams to update product pages and | | regulatory compliance. | | customers on a subscription basis. | prioritizing the well-being and happiness | campaigns quickly. | of animals and their owners. | Office 7, 35–37 Ludgate Hill, London, England, | | Unit 1b, 1–10 Summers Street, London, England, | | Sixth Floor, Tower House, 10 Southampton Street, | | --- | --- | --- | --- | --- | | EC4M7JN | 2 Eastbourne Terrace, Floor 4, London, England, W2 6LG | EC1R5BD | | London, United Kingdom, WC2E 7HA | | https://www.elliptic.co/ | https://www.skinandme.com/ | https://many-group.com/ | | https://amplience.com/ | | Initial investment date: July 2014 | Initial investment date: September 2019 | Initial investment date: October 2016 | | Initial investment date: December 2010 | | Investment cost: £9.9m | Investment cost: £11.5m | Investment cost: £10.0m | | Investment cost: £13.6m | | (2024: £9.9m) | (2024: £11.5m) | (2024: £10.0m) | | (2024: £13.6m) | | Valuation: £40.8m | Valuation: £40.6m | Valuation: £30.5m | | Valuation: £30.0m | | (2024:£26.2m) | (2024: £44.9m) | (2024: £24.6m) | | (2024:£35.0m) | | Last submitted 31 March 2025 | Last submitted 31 August 2024 | Last submitted 31 March 2025 | | Last submitted 30 June 2025 | | accounts: | accounts: | accounts: | | accounts: | | Turnover: £22.1m | Turnover: £36.9m | Turnover: £53.8m | | Turnover: £17.5m | | (2024:£13.7m) | (2024: £28.4m) | (2024: £22.7m) | | (2024: £16.0m) | | Loss before tax: £(11.3)m | Profit before tax £3.8m | Profit/(loss) before tax: £3.2m | | Profit/(loss) before tax: £0.4m | | (2024:£(16.4)m) | (2024: £1.7m) | | (2024: £(32.5)m) | (2024:£(4.8)m) | | Net liabilities: £(14.0)m | Net assets: £15.9m | Net liabilities: £(56.0)m | | Net liabilities: £(22.0)m | | (2024:£(3.8)m) | (2024: £12.7m) | (2024: £(60.7)m) | | (2024:£(23.5)m) | | Valuation methodology: Multiples | Valuation methodology: Multiples | Valuation methodology: Multiples | | Valuation methodology: Multiples | | 2024: Multiples | 2024: Multiples | 2024: 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. 28 Octopus Titan VCT plc — Annual report and financial statements 2025 ## Portfolio Manager’s review  continued 1 ## Top 10 investments in detail | 5 6 7 | Vitesse Pelago vHive | | | | --- | --- | --- | --- | | A settlement and liquidity management | | A digital health solution for managing | vHive provides a platform for autonomous | | platform to hold funds and deliver | | substance use disorders. | drone technology that creates digital | | international payments globally, using | | | twins to help enterprises inspect and | | domestic, in-country processing. | | | manage field assets. | | 9th Floor, 107 Cheapside, London, United Kingdom, | | 251 Little Falls Drive, Wilmington, New Castle, 19808, | 11 Galgaley Haplada St, Herzlia, 46702211, | | EC2V 6DN | | United States | Israel | | https://www.vitesse.io/ | | https://www.pelagohealth.com/ | https://www.vhive.ai/ | | Initial investment date: June 2020 | | Initial investment date: January 2020 | Initial investment date: May 2019 | | Investment cost: £8.8m | | Investment cost: £17.9m | Investment cost: £8.0m | | (2024:£8.8m) | | (2024:£ 17.9m) | (2024:£8.0m) | | Valuation: £27.2m | | Valuation: £25.3m | Valuation: £24.5m | | (2024:£25.8m) | | (2024:£23.2m) | (2024:£14.9m) | 2 Last submitted 31 March 2025 Last submitted Not available Last submitted 31 December 2024 accounts: accounts: accounts: 2 Turnover: £32.8m Turnover: Not available Turnover: $9.8m 2 (2024:£24.8m) (2024:Not available ) (2024: $9.1m) 2 (Loss)/profit before tax: £(4.0)m Profit/(loss) before tax: Not available Loss before tax: $(6.5)m 2 (2024:£0.6m) (2024: Not available ) (2024: $(3.7)m) 2 Net assets: £21.6m Net assets: Not available Net assets: $18.9m 2 | (2024:£17. 3m) | (2024: Not available | ) | (2024: $25.0m) | | --- | --- | --- | --- | | Valuation methodology: Multiples | Valuation methodology: Multiples | | Valuation methodology: Multiples | | 2024: External price | 2024: 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. Octopus Titan VCT plc — Annual report and financial statements 2025 29 ## Portfolio Manager’s review  continued 1 ## Top 10 investments in detail | 8 9 10 | Permutive Automata Token | | | | --- | --- | --- | --- | | Permutive helps publishers and advertisers | | Automata provides robotic automation | A leading open banking solution, focused | | learn from their data, and work with | | tools that help clinical labs streamline | on payments. | | partners while keeping customer | | repetitive workflows. | | information protected. | 2711 Centervill Road, Suite 400, Wilmington, New Castle | Third Floor, 20 Old Bailey, London, United Kingdom, | 10 John Street, London, United Kingdom, | | --- | --- | --- | | County, Delaware, United States, 19808 | EC4M 7AN | WC1N 2EB | | https://permutive.com/ | https://www.automata.tech/ | https://token.io/ | | Initial investment date: May 2015 | Initial investment date: March 2022 | Initial investment date: March 2017 | | Investment cost: £19.0m | Investment cost: £14.3m | Investment cost: £13.0m | | (2024:£19.0m) | (2024:£12.3m) | (2024:£12.6m) | | Valuation: £20.6m | Valuation: £15.8m | Valuation: £15.8m | | (2024:£31.0m) | (2024:£12.4m) | (2024:£16.5m) | 2 Last submitted accounts: Not available Last submitted accounts: 31 March 2025 Last submitted 31 December 2024 accounts: | | 2 | | | 2 | | --- | --- | --- | --- | --- | | Turnover: Not available | | Turnover: £6.1m | Turnover: Not available | | | | 2 | | | 2 | | (2024: Not available | ) | (2024: £4.1m) | (2024:Not available | ) | | | 2 | | | 2 | | Profit/(loss) before tax: Not available | | Loss before tax: £(30.1)m | Profit/(loss) before tax: Not available | | | | 2 | | | 2 | | (2024:Not available | ) | (2024: £(37.2)m) | (2024: Not available | ) | 2 Net assets: Not available Net assets: £(2.4)m Net assets: £1.0m 2 | (2024:Not available | ) | (2024: £11.5m) | (2024: £0.9m) | | --- | --- | --- | --- | | Valuation methodology: Multiples | | Valuation methodology: External price | Valuation methodology: Multiples | | 2024: Multiples | | 2024: Milestone analysis | 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. 30 Octopus Titan VCT plc — Annual report and financial statements 2025 ## Portfolio Manager’s review  continued 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 ## Operating responsibly ## The Directors consider responsible investment tobe 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. Titan has a policy in place, set by theBoard, to make This framework considers: sure Octopus Ventures considers responsibleinvestment 1. Materiality of risks to investments: the materiality of (RI) within investment decisions, including sustainability issues inTitan’s underlying portfolio; environmental, social and governance risks. | | 2. Mission: the mission of an investment; and | | t e | r i | a l i | | | --- | --- | --- | --- | --- | --- | --- | | | | | a | | | t y | | Octopus Ventures is responsible for implementing | | M | | | | | | Titan’s RI policy. As the nature of responsible | 3. Responsibility: a portfolio company’s values, culture | | of risks to | | | | | investment and the wider business environment | | investments | | | | | and behaviour. 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: Operating Octopus Titan VCT plc Responsible Investment Policy responsibly R framework e s p o n n o i s s i i s b Octopus is an accredited B Corp and signatory to the internationally i M l i t y recognised Principles for Responsible Investment, demonstrating their commitment to responsible investment and to creating a more sustainable financial system. 32 Octopus Titan VCT plc — Annual report and financial statements 2025 ## Operating responsibly  continued Materiality of risks toinvestments Responsibility Environmental, social and governance risks of the The Company does not invest in any business Company’s underlying portfolio are considered during whose activities or practices appear on the Octopus the investment process, and any sustainability issues Ventures’ Exclusion List, which includes sectors that could impact the financial performance of an such as tobacco, arms, fossil fuels, gambling and investment are identified. To do this, a proprietary deforestation. RI tool is used which utilises guidance from the The team endeavours to ensure that all portfolio Sustainability Accounting Standards Board (SASB) to companies: help identify and manage anyissues. • provide safe and healthy working conditions; Once identified, the investment team consider the exposure to these risks and engage directly with the • treat people fairly, irrespective of race, gender portfolio companies to understand how appropriately identity, sexual orientation, nationality, disability, they are managing the risks. Given the nature of these political or religious beliefs; tech-enabled businesses, the most material risks • do not accept bribes; and identified include data security, data privacy, and • uphold high standards of business integrity at all recruiting and managing a global, diverse and skilled times. workforce. Octopus Investments has created a proprietary Mission Engagement Tool which is sent to all portfolio Titan’s mission is to invest in the people, ideas and companies to help the Octopus Ventures investment industries that will change the world. Whilst the team understand whether a portfolio company Company doesn’t target specific sustainability goals considers its wider stakeholders (community, or objectives, Octopus Investments tracks the number, customers, people, planet and shareholders) within amount invested and value of companies in Titan’s decision making, and provides tools and guidance to portfolio that are aligned with Octopus Investments’ help them adopt responsible practices. three investment themes: building a sustainable planet, The Octopus Ventures team also collect data on revitalising healthcare and empowering people. 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. Octopus Titan VCT plc — Annual report and financial statements 2025 33 ## Operating responsibly  continued Climate-related risks and opportunities Governance Octopus Investments has chosen to continue evolving its responsible investment disclosures in alignment Octopus Investments Impact and Sustainability Octopus Ventures team with industry recognised regulatory and reporting consultancy firm Sets and maintains Octopus’ RI Accountable for the delivery frameworks, such as the Taskforce on Climate-related Works with Octopus Ventures to governance structure. of the RI policies which Financial Disclosures ( TCFD ) . Importantly, due to its implement responsible investment form part of the funds structure, Titan is voluntarily disclosing this information, processes, and provide training, tools they manage. Responsible as opposed to it being a mandated ‘in-scope’ fund. and support around disclosures and investment therefore forms In alignment with the spirit of the TCFD framework, reporting. part of the investment some initial disclosures have been outlined under the process. categorisations below, but do not cover the full set of requirements as per the TCFD framework. Future changes are anticipated as regulatory and reporting Octopus RI Committee Titan Board frameworks continue to evolve. Comprised of senior stakeholders and Considers RI as an integrated board representation from across element of Titan’s investment Octopus. strategy, and oversight of climate-related risks and Provides RI oversight and makes sure opportunities forms part of that appropriate action has been the existing risk management taken to address any concerns within process. The Board sets this the Octopus Ventures Investment approach through the Titan Committees. RI policy. 34 Octopus Titan VCT plc — Annual report and financial statements 2025 ## Operating responsibly  continued Strategy assets or property held by Titan. As the Company has Progress made: no employees or operations, it is not responsible for any With the transition to a lower carbon economy, teams The long-term goal is to reduce portfolio emissions to direct emissions, but does report on financed emissions. are taking ‘transition climate risks’ and ‘physical climate minimise climate-related risks. Below is a breakdown of risks’ into consideration to understand what could GHG emissions reported and calculated on the carbon In 2021, Octopus set a 2040 Net Zero target, more of potentially be material to portfolio company financial monitoring tool provided by Octopus to the portfolio which can be read about: performance in the short, medium and long term, and companies. https://octopusgroup.com/net-zero-plan/ in both best (1.5ºC temperature change) and worst case GHG emissions in tonnes (tCO e) (4ºC temperature change) climate scenarios. Where 2 Titan invests in unquoted, early-stage businesses. these risks are identified as being relevant to portfolio Incontrast to later-stage, quoted businesses, there 2025 2024 companies they will be addressed, for example: | | | islimited readily available data on climate-related risks | (based on 2024 | (based on 2023 full | | | --- | --- | --- | --- | --- | --- | | | | and opportunities that impact the portfolio companies. | full year data) | | year data) | | • | Energy management: future increases in energy | | | | | prices relating to carbon taxes, carbon pricing or To understand the carbon emissions of the Titan Scope 1 and 2 995.84 783.21 supply could impact costs and therefore profitability. portfolio, the Octopus Ventures team have taken steps Recognising that every company can reduce their to measure the portfolio companies’ Scope 1 and 2 In the reporting year, Octopus has expanded the energy usage, the Octopus Ventures team are working greenhouse gases (GHG) emissions by providing them coverage of Scope 1 and Scope 2 greenhouse gas with the portfolio companies to understand and with access to a carbon measurement tool that will emissions across the Titan VCT portfolio. In prior years, reduce carbonemissions. provide the companies with details of their carbon emissions disclosures were based solely on data voluntarily Risk management footprint. Scope1emissions are those directly from submitted by portfolio companies (57 companies in the company-owned and controlled resources. Scope 2 The investment team use guidance from the previous year). While this approach ensured accuracy for emissions are indirect emissions from the generation Sustainability Accounting Standards Board (SASB) those businesses, it did not fully represent emissions across of purchased energy from a utility provider. Scope 3 to identify climate-related risks. Where potential the broader portfolio. emissions are the result of activities from assets not material climate-related risks have been identified, the owned or controlled by the reporting organisation, investment team assess how well the risk is managed by To improve completeness and provide a more but that the organisation indirectly affects in its value the portfolio company. Where appropriate, this is raised representative view, Octopus has introduced a blended chain. Whilst Octopus supports portfolio companies in to the Investment Committee as part of the investment methodology this year. This combines (i) actual emissions measuring some Scope 3 emissions, such as purchased process and is continually monitored. data submitted directly by portfolio companies with (ii)full goods and services and business travel, this is an area where it is looking to grow its capability to support the time employee adjusted emissions for the companies Metrics and targets portfolio companies that are looking to measure their which submitted data in the prior year. Titan recognises the need to conduct its business, full scope. 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 Octopus Titan VCT plc — Annual report and financial statements 2025 35 ## Operating responsibly  continued This expanded coverage has led to an apparent increase Bribery Act in reported Scope 1 and 2 emissions year-on-year. Octopus has introduced robust procedures, set out However, this increase is primarily attributable to the in the Anti-Bribery policy, to ensure full compliance broader scope of reporting rather than a like-for-like rise in with the Bribery Act 2010 and to make sure that the emissions intensity across the portfolio. highest standards of professional ethical conduct are maintained. All employees and those working for, or on Octopus believes this enhanced methodology provides behalf of, the firm are aware of their legal obligations shareholders with a more transparent and comprehensive when conducting company business. This is done via understanding of the portfolio’s overall carbon footprint, anonline learning platform with annual declarations. 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 inrelation 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, totake place within the organisation. 36 Octopus Titan VCT plc — Annual report and financial statements 2025 ## Section 172 statement This report sets out how the Directors have had regard The Board Matters reserved for the Board include, but are not to promoting the success of Titan for the benefit of its limited to, all shareholder communication, the setting The Board adopts the 2024 AIC Code of Corporate stakeholders as a whole, and in making their decisions of Investment policy, investment of cash reserves, Governance which provides a framework for the to have regard to, but not limited to, a list of six the raising of capital and the allotment and issue of governance of investment companies such as Titan. factors contained within this section of the Companies shares, the buyback of shares, Dividend policy, Director Act2006: It is normal practice for Venture Capital Trusts to appraisal and succession, financial reporting, RIS delegate authority for day‑to‑day management of the announcements, compliance with UK Listing Rules and • the likely consequence of any decision in the Company to a Portfolio Manager, and to outsource FCA regulations. longterm; administration, accounting and company secretarial • the interests of the Company’s employees; Culture services. The Board then engages with the Portfolio • the need to foster the Company’s business Manager in setting, approving and overseeing the The Board seeks to apply the Responsible Investment relationships with suppliers, customers and others; execution of the business strategy and related policies. principles adopted by Octopus Ventures and these • the impact of the Company’s operations on the values help to define the culture and relationship with At every Board meeting, a review of financial and community and the environment; the investment team. There are clear policies covering, operational performance, as well as legal and for instance, investment process and conflicts, laying • the desirability of the Company maintaining a regulatory compliance, is undertaken. The Board also out a clear operating framework. reputation for high standards of business conduct; reviews other areas over the course of the financial and year, including Titan’s business strategy, key risks, • the need to act fairly between members of the stakeholder‑related matters, diversity and inclusion, Company. environmental matters, corporate responsibility and governance, compliance and legal matters. The Board Business strategy has set financial KPIs relating to portfolio performance. The success of Titan is driven by its Investment policy The Board formally reviews the performance of the and liquidity strategy which is set out in the Business Portfolio Manager, in relation to both investment and Review on page 46. The Portfolio Manager prepares non‑investment services, on a regular basis. a detailed cash flow which is approved by the Board The Investment policy and investment process, on an annual basis and reviewed regularly, and forms including the management of Conflicts of Interest the basis for Titan’s resource planning and deployment and the Allocations policy, have also been agreed and decisions. documented and are approved periodically by the When considering business strategy, the Board also Board. 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. Octopus Titan VCT plc — Annual report and financial statements 2025 37 ## Section 172 statement  continued Business ethics and governance The Board works with Octopus in the selection of third‑party providers such as the registrars, corporate The Board is responsible for ensuring that the activities broker and VCT status adviser. Its selection is made of Titan and its various investments are conducted in on the basis of quality of service, accuracy and price. compliance with the law and applicable governance Any errors or delays reflect badly on Titan, but more and regulatory regimes, and in adherence with importantly can cause inconvenience, and potential prevailing best practice for the relevant industry. This loss, for shareholders. The performance of third‑party includes reviewing internal controls, ensuring that providers is reviewed at least annually. 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. 38 Octopus Titan VCT plc — Annual report and financial statements 2025 ## Section 172 statement  continued ## Our key stakeholders Shareholders Portfolio companies Octopus and suppliers Why we engage Why we engage Why we engage The Board recognises the critical importance of Titan’s performance and the performance of its Titan is reliant on Octopus as the key provider of investment open and timely communications with shareholders. underlying portfolio companies are directly and management and non‑investment services. In addition, Theirsupport is fundamental to raising further capital intrinsically linked. The Portfolio Manager monitors the third party suppliers provide key services for Titan and which is dependent on Titan’s performance and clear portfolio companies through a programme of regular shareholders. Titan works with the third party suppliers to reporting on portfolio progress. Shareholders are company meetings as part of its investment process. make sure that it can provide an appropriate level of service encouraged to attend and vote at shareholder meetings and regulatory compliance function. Titan is focused on and to raise questions in relation to Titan’s progress. 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 How we engage How we engage The annual and half‑yearly reports, prospectus and The Board has given Octopus discretionary authority Titan engages with Octopus and its third‑party other shareholder information are published on to vote on portfolio company resolutions on its behalf suppliers on the basis of proven track record with octopustitanvct.com. Details of the portfolio, the as part of its approach to corporate governance, and observance of minimum levels of performance, investment team and other insights are published on encourages it to do so. As part of the portfolio valuation ethics and governance in order to create value and octopusventures.com. Shareholder enquiries are review, the Board is provided with sufficient information mitigate risk. Octopus attends all Board meetings handled promptly by Octopus Investments. Shareholder and support to scrutinise the performance of the with regular updates on investment performance, risks complaints data is reviewed periodically by the Board. portfolio companies. and non‑investment services activities as well as ad As part of the Strategic Review, the Board considered hoc analysis as requested by the Board. A variety of the results of a shareholder and adviser survey to better independent professional advisers are utilised by Titan understand shareholder sentiment and to gauge interest to help with certain activities, including regulatory and in potential future opportunities for Titan. legal compliance, for example, lawyers, tax advisers, corporate brokers and auditors. Octopus Titan VCT plc — Annual report and financial statements 2025 39 ## Section 172 statement  continued ## Our key stakeholders Community and environment Government and regulators Why we engage Why we engage Titan aims to back pioneering entrepreneurs, leading Good governance and compliance with applicable technology and tech‑enabled businesses, to shape the regulations is vital in ensuring the continued success of world we live in. The Board considers it important that Titan and the regimes within which it operates. Titan has a responsible approach to investing as set Octopus, on behalf of the Board, actively engages with out in the framework on page 32, taking account of HMRC and HMT to seek changes in VCT legislation, environmental, social and governance matters. lobbying the government to highlight the economic Titan’s investment operations create employment, aid benefits of VCTs. economic growth, generate tax revenues and produce wealth, thus benefitting the community and economy overall. How we engage How we engage The Board reviews Octopus Ventures’ diversity and talent The Board encourages openness and transparency and management processes and requires that Octopus collects promotes proactive compliance with new regulation. data on diversity within the portfolio and actively works with Titan, through its Portfolio Manager, engages with our portfolio companies on an ongoing basis to support government and regulatory bodies at regular intervals their talent recruitment, retention and engagement, staff as well as participating in focus groups and research well‑being and diversity policies and initiatives. A condition with industry bodies. of our investment is that the company must have in place a Government and regulatory policy informs strategic Diversity and Inclusion policy, as well as an Anti‑Harassment decision‑making at Board level with consideration given and Discrimination policy. to the impact Titan has on the sector. 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. 40 Octopus Titan VCT plc — Annual report and financial statements 2025 # Section 172 statement → continued ## The impact of key decisions on stakeholders in 2025 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) (c) (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) (c) (d) (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 ## Risks and risk management ## 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. and management of these risks, the Board applies the • adverse changes in a global macroeconomic Emerging and principal risks, and risk principles detailed in the Financial Reporting Council’s environment; management Guidance on Risk Management, Internal Control and • the rapid development of artificial intelligence; Emerging risks Related Financial and Business Reporting. • challenging market conditions for private company The Board has considered emerging risks. The Board fundraising and exits; The following are some of the potential emerging seeks to mitigate emerging risks and those noted below • geo‑political instability; and risks that management and the Board are currently by setting policy, regular review of performance and monitoring: • climate change. monitoring progress and compliance. In the mitigation Principal risks 1 Risk Mitigation Change ##  Investment performance: Octopus has significant experience of investing in early‑stage unquoted Risk exposures continue to companies, and appropriate due diligence is undertaken on every new increase due to the difficult macro The focus of Titan’s investments is into unquoted, investment. A member of the Octopus Ventures team is appointed to the environment and challenging small and medium‑sized VCT qualifying board of a portfolio company using a risk‑based approach, considering the trading conditions for some companies which, by their nature, entail a size of the company within the Titan portfolio and the engagement levels of portfolio companies continuing. higher level of risk and shorter cash runway than other investors. Regular board reports are prepared by the portfolio company’s investments in larger quoted companies. 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. 1. Since 31 December 2024, indicates no change , indicates an increase and indicates a decrease. ## = 42 Octopus Titan VCT plc — Annual report and financial statements 2025 ## Risks and risk management  continued 1 Risk Mitigation Change VCT qualifying status: Octopus tracks Titan’s qualifying status regularly throughout the year, and Risk exposures reflected in the ## = reviews this at key points including investment realisation. This status is reported previous period are slightly Titan is required at all times to observe the to the Board at each Board meeting. The Board has also engaged external heightened due to the portfolio conditions for the maintenance of approved independent advisers to undertake an independent VCT status monitoring role. composition and Titan not making VCT status. The loss of such approval could lead new investments. VCT status to Titan and its investors losing access to the monitoring by independent advisers various tax benefits associated with VCT status continues to reduce the risk of an and investment. issue causing a loss of VCT status. Loss of key people: The Portfolio Manager has a broad team, experienced in and focused on The increased exposures reflected  early‑stage investing and portfolio company management. Various mitigants in the previous period remain due to The loss of key investment staff by the Portfolio exist to assist in managing key person risk. These include frameworks the loss of the lead fund manager Manager could lead to poor fund management that review succession, remuneration and career progression. Workforce and other leadership positions at and/or performance due to lack of continuity or planning is continuous and reviews skillsets and team structures. We have the Portfolio Manager. The absence understanding of Titan. bolstered our team with additional hires focused on portfolio optimisation, of a performance fee and lack of who bring complementary skill sets specifically chosen to deliver on our new investments or deal‑making goals of supporting existing portfolio companies, strengthening operational opportunities compared to previous performance, and progressing liquidity events. To reduce the exposure further, periods are also factors. the core team is also supplemented by part‑time venture partners with sector or functional specialism. Operational: The Board reviews the system of internal controls, both financial and No overall change in risk exposure ## = non‑financial, operated by Octopus (to the extent the latter are relevant on balance. The Board is reliant on the Portfolio Manager to to Titan’s internal controls). These include controls designed to make sure manage investments effectively, and manage the that Titan’s assets are safeguarded and that proper accounting records are services of a number of third parties, in particular maintained. the registrar, depositary and tax advisers. Afailure 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. 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  continued 1 Risk Mitigation Change Information security: Annual due diligence is conducted on third parties which includes a review of No overall change on balance, ## = their controls for information security. Octopus has a dedicated information although cyber threat remains A loss of key data could result in a data breach security team and a third party is engaged to provide continual protection in a significant risk area faced and fines. The Board is reliant on Octopus and this area. A security framework is in place to help prevent malicious events. by all service providers. The third parties to take appropriate measures appropriateness of mitigants in to prevent a loss of confidential customer place are continuously reassessed to information. 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: Titan invests in a diverse portfolio of companies, across a range of sectors, Increased exposures reflected ## which helps to mitigate against the impact on any one sector. Titan also in the previous periods remain  Events such as an economic recession and maintains adequate liquidity to make sure it can continue to provide follow‑on and have heightened further as movement in interest rates could adversely investment to those portfolio companies which require it and which is supported economic uncertainty persists affect some smaller companies’ valuations, by the individual investment case. through high inflation, high as they may be more vulnerable to changes in interest rates and other economic trading conditions or the sectors in which they factors. operate. This could result in a reduction in the value of Titan’s assets. ##  Legislative: The Portfolio Manager engages with HM Treasury and industry bodies to Risk exposure has increased. demonstrate the positive benefits of VCTs in terms of growing early‑stage Planned reductions in income‑tax A change to the VCT regulations could adversely companies, creating jobs and increasing tax revenue, and to help shape any relief for VCT investments (from impact Titan by restricting the companies Titan change to VCT legislation. 30% to 20% in April 2026) introduce can invest in under its current strategy. Similarly, additional uncertainty regarding changes to VCT tax reliefs for investors could make future investor behaviour and VCTs less attractive and impact Titan’s ability to fundraising capacity. Thefull raise further funds. 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 in2035. 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 ## Risks and risk management  continued 1 Risk Mitigation Change ##  Liquidity: Titan’s liquidity risk is managed on a continuing basis by Octopus in Risk exposure has continued to accordance with policies and procedures agreed by the Board. Titan’s overall increase, reflecting economic The risk that Titan’s available cash will not be liquidity risks are monitored on a quarterly basis by the Board, with frequent uncertainty, the impact on sufficient to meet its financial obligations. Titan budgeting and close monitoring of available cash resources. Titan maintains fundraising and the risk of failing invests in smaller unquoted companies, which sufficient investments in cash and readily realisable securities to meet its to exit portfolio companies. are inherently illiquid as there is no readily financial obligations. At 31 December 2025, these investments were valued at available market for these shares. Therefore, £153,633,000 (2024: £183,770,000), which represents 21% (2024: 22%) of the net these may be difficult to realise for their fair assets of Titan. The Board also reviews the cash runway in the portfolio. market value at short notice. Valuation: Valuations of portfolio companies are performed by appropriately experienced Risk exposure remains unchanged ## = staff, with detailed knowledge of both the portfolio company and the market from the previous period due The portfolio investments are valued in it operates in. These valuations are then subject to review and approval by the to economic uncertainty within accordance with International Private Equity Octopus Valuation Committee, comprised of staff who are independent of valuation modelling. and Venture Capital (IPEV) valuation guidelines. Octopus Ventures with relevant knowledge of unquoted company valuations, This means companies are valued at fair value. aswell as Titan’s Board of Directors. 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. ##  Foreign currency exposure: Octopus and the Board regularly review the exposure to foreign currency Risk exposure has increased since movement to make sure the level of risk is appropriately managed. Investments the previous period. Inherent Investments held and revenues generated in are primarily made in GBP, EUR and USD so exposure is limited to a small risk exposure increases are not other currencies may not generate the expected number of currencies. On realisation of investments held in foreign currencies, mitigated given the inability to level of returns due to changes in foreign cash is converted to GBP shortly after receiving the proceeds to limit the hedge and the fact there is no exchange rates. amount of time exposed to foreign currency fluctuations. current expectation to change. 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 ## Business review Investment policy Non-VCT qualifying investments Liquidity strategy A revised investment policy was approved by shareholders An active approach is taken to manage any cash The Board’s strategy is to maintain an appropriate level at a General Meeting held on 14 October 2025. held, prior to investing in VCT qualifying companies. of liquidity on the balance sheet to continue to achieve After the Directors are sure that Titan satisfies all VCT Subject to having sufficient capital available to invest, the following five targets: qualification targets required by HMRC, the majority of Titan’s focus is on providing early stage, development the remaining cash will be invested in accordance with • to support further investment in existing portfolio and expansion funding to unquoted companies. The HMRC rules for non‑qualifying investments. Currently, companies if required; Company typically makes an initial investment of this includes Undertakings for Collective Investments • to take advantage of new investment opportunities as £2million to £10 million as well as making further in Transferable Securities (UCITS), corporate bonds or they arise; follow‑on investments into existing portfolio companies. other money market funds. However, there may be times where the Company • to cover the running costs of Titan as they fall due; prioritises its capital towards its existing portfolio • to support a consistent dividend flow; and VCT qualifying investments companies through predominantly making follow‑on • to assist liquidity in the shares through the buyback Investment decisions made must adhere to HMRC’s investments rather than adding new investments to the facility. VCT qualification rules at the point of initial and/or portfolio. The intention is to hold a portfolio of largely follow on investment. In addition to adhering to the VCT unquoted technology and tech‑enabled companies. Liquidity in Titan is primarily driven by profitable exits rules, when contemplating a prospective investment in and fundraising activities. Liquidity is considered in No material changes may be made to Titan’s Investment a company, particular consideration is given to: detail as part of the Board’s review of viability and policy without the prior approval of shareholders by • going concern as detailed on page 52, along with the strength of the management team; the passing of an Ordinary Resolution. The Directors various other factors. • large, typically global, addressable markets; continually monitor the investment process and secure compliance with the Investment policy. • the portfolio company’s ability to sustain a VCT regulation competitive advantage; The Directors control the overall risk of the portfolio Compliance with the required VCT rules and regulations • the existence of proprietary technology; by ensuring that Titan has exposure to a diversified is considered when all investment decisions are made. • visibility over future revenues and recurring income; range of portfolio companies from technology and Internally, this is measured on a continuous basis and and tech‑enabled sectors. Concentration risk is mitigated reviewed by Shoosmiths LLP every six months, who • the company’s prospects of being sold or floated in perform a comprehensive validation exercise. One of by ensuring that at the point of investment no more than 15% of Titan by value will be in any one the future, at an appropriate multiple on the initial the primary purposes of the Investment policy is to investment. Any borrowing by Titan for the purposes of cost of investment. make sure Titan continues to qualify and is approved as making investments will be in accordance with Titan’s a VCT by HMRC. The main criteria to which Titan must A review of the investment portfolio and of market Articles of Association. adhere are detailed on page 106. conditions during the period is included in the Chair’s The investment profile is expected to be: Statement and Portfolio Manager’s Review which Titan will continue to ensure its compliance with the form part of the Strategic Report on pages 2 and 20 qualification requirements. • 80‑90% in VCT qualifying investments, primarily in respectively. unquoted companies; and • 10‑20% in non‑VCT qualifying investments or cash. 46 Octopus Titan VCT plc — Annual report and financial statements 2025 # Business review → continued ## 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 December 2025 with the total return from a national 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: Tam Leader Chair 28 April 2026 Net asset value and total return since launch against the FTSE Small-Cap Index total return¹ ![img-10.jpeg](img-10.jpeg) 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 national investment on 31 October 2007. **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. Octopus Titan VCT plc — Annual report and financial statements 2025 47 ## 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 ## Board of Directors Tom Leader Gaenor Bagley Julie Nahid Rahman A N M A N M A N M Non-Executive Chair Non-Executive Director Non-Executive Director Tom has over 30 years’ private equity experience. He Following a 30‑year career in professional services, where Julie is currently an external advisor to McKinsey’s life is currently Head of Caledonia Private Capital (part she held a variety of leadership positions including at sciences and healthcare private capital practices. She of Caledonia Investments plc). Before Caledonia, Tom board level, Gaenor now has a portfolio of non‑executive brings over 25 years of experience across a diverse mix worked at Nova Capital Management, Baring Private director roles. Her other current roles include: of industries from top tier global firms including private Equity Partners and Morgan Grenfell Private Equity. Non‑Executive Director, Chair of Audit Committee and equity, executive search and strategy consulting. Julie Chair of Remuneration Committee, Zopa Bank Limited; was previously a member of the European healthcare Tom started his career in the management consultancy Non‑Executive Director, National Audit Office; Chair, The practice at Spencer Stuart leading senior executive and practice of Coopers & Lybrand. Tom is a Non‑Executive Kemnal Academies Trust; external member of Council and board appointments for life sciences companies and Director of Stonehage Fleming Family & Partners Chair of Remuneration Committee, Cambridge University. healthcare funds. Prior to executive search, she spent Limited and Non‑Executive Chair of Penox Group The majority of Gaenor’s professional career has been as a decade as an investor at Visium Healthcare Partners GmbH. a M&A tax adviser with PwC as part of the tax practice. In and Paul Capital Healthcare providing creative growth 2011 she was appointed to the executive board of PwC UK capital to life sciences companies. Julie began her to be Head of People, with responsibilities for developing career as a strategy consultant with Bain & Company, the firm’s People and Corporate Social Responsibility advising healthcare and private equity clients. strategy. Alongside this role she was the Global Head of Learning and Development, responsible for the Julie holds an MBA from Harvard Business School development strategy for the PwC network firms. From and graduated from the Massachusetts Institute of July 2016 until her retirement in December 2017, Gaenor Technology with her MSc in materials science (MIT was Head of Corporate Purpose at PwC UK, leading on Langer Lab) and her BSc in chemical engineering. PwC’s Corporate Social Responsibility agenda. Key: A Audit Committee N Nomination and Remuneration Committee M Management Engagement Committee Independent Chair Octopus Titan VCT plc — Annual report and financial statements 2025 49 ## Board of Directors  continued Lord Rockley Rupert Dickinson A N M A N M Non-Executive Director Non-Executive Director Anthony is a qualified chartered accountant and Rupert has over 20 years’ experience in the wealth and former partner at KPMG. He joined KPMG in 1983 and investment management industries. He qualified as held various positions throughout his career, most a chartered accountant before spending the majority notably within the banking sector and latterly as the of his executive career with Barclays. He was initially lead audit partner in KPMG’s Private Equity Group Chief Operating Officer and then Chief Executive of (PEG) which he was instrumental in establishing. Barclays Stockbrokers before becoming a member of Heled PEG Audit until his retirement as a partner in the Wealth Division's Executive Committee. 2015. Anthony was a member of the British Venture Rupert is currently the Non‑Executive Chairman of Capital Association working party and was key in the Sparrows Capital, Non‑Executive Chairman of Killik & development of the first valuation guidelines for the Co, and the Chair of the Audit and Risk Committee and industry. He was also a member of the International Non‑Executive Director of Schroders Personal Wealth. Private Equity and Venture Capital Guidelines Board between 2005 and 2014. Rupert is a member of The Institute of Chartered Accountants of Scotland, with an LLB (Hons) degree in He has an MA in Natural Sciences from Cambridge Law and Forensic Medicine and over 15 years serving University. on twelve Boards as an Executive Director and eight Boards as a Non‑Executive Director. Key: A Audit Committee N Nomination and Remuneration Committee M Management Engagement Committee Independent Chair 50 Octopus Titan VCT plc — Annual report and financial statements 2025 ## Corporate governance report ## The Board of Directors has considered the principles and recommendations of the Association of ## Investment Companies Code of Corporate Governance. The Association of Investment Companies Code of Titan, as a VCT and closed‑ended investment company, Titan is committed to maintaining high standards in Corporate Governance (the ‘AIC Code’), issued by has particular factors which have an impact on its corporate governance. With the exception of the items the AIC in August 2024, addresses the principles and governance arrangements. Titan: outlined below, the Directors consider that Titan has, provisions set out in the UK Corporate Governance throughout the year under review, complied with the • outsources all day‑to‑day activities (such as portfolio Code (the ‘UK Code’), issued by the Financial Report provisions set out in the AIC Code: management, administration, accounting, custody Council (FRC) in January 2024, as well as setting out and company secretarial). This means that it is • Titan does not have a Senior Independent Director, additional provisions on issues that are of specific governed entirely by a Board of Non‑Executive this is not considered necessary; relevance to Titan. The AIC Code applies to accounting Directors. In these circumstances, the proper oversight • the Chair is a member of the Audit Committee, periods beginning on or after 1 January 2025, with the of these relationships is the key aspect of achieving having been Chair of the Audit Committee until June exception of new Provision 34. This new provision is good corporate governance; 2022. The Directors believe this is appropriate to applicable for accounting periods beginning on or after 1 January 2026. The FRC has confirmed that members • does not have executive directors or employees. As a benefit from his skills and knowledge; and of the AIC, who report against the AIC Code, will be consequence, the only ‘corporate memory’ is that of • Titan has no major shareholders, so shareholders | meeting their obligations in relation to the UK Code | | the Non‑Executive Directors; and | are not given the opportunity to meet any | | --- | --- | --- | --- | | and the associated disclosure requirements under | • | does not have customers, only shareholders. | Non‑Executive Directors at a specific meeting other | | paragraph 6.6.6 of the UK Listing Rules. The AIC Code | | | than the AGM, or other designated shareholder | | is available on the AIC’s website www.theaic.co.uk. It | The AIC Code deals with matters such as the | | | events, but are welcome to contact the Board or includes an explanation of how the AIC Code adapts relationship with the manager and other service Octopus at any time. the principles and provisions set out in the UK Code to providers. make them relevant for investment companies. In practice, most of the time spent by the board of a Corporate governance within the closed‑ended well‑functioning investment company should be spent investment company industry differs from that of other on matters of general corporate governance (e.g. the companies. In addition, VCTs differ from most other investment strategy, policy and performance), which investment companies in that they have, developed applies to Titan. over many years, a complex range of additional legal, tax and regulatory requirements. Octopus Titan VCT plc — Annual report and financial statements 2025 51 ## Corporate governance report  continued Viability statement Based on this assessment the Board confirms that it has a reasonable expectation that Titan will be able to Board leadership and purpose In accordance with the FRC UK Corporate Governance continue in operation and meet its liabilities as they fall The Board is responsible for leading the business in the Code published in 2024 and provision 36 of the AIC Code due over the five‑year period to 31 December 2030. The way which it believes is most likely to lead to long‑term of Corporate Governance, the Directors have assessed Board is mindful of the ongoing risks and will continue sustainable success. This includes effective engagement the prospects of Titan over a period of five years, to make sure that appropriate safeguards are in place, with our stakeholders. consistent with the expected investment hold period of a in addition to monitoring the cash flow forecasts to VCT investor. Under VCT rules, subscribing investors are Read more on page 53 ensure Titan has sufficient liquidity. required to hold their investment for a five‑year period in order to benefit from the associated tax reliefs. The Division of responsibilities Going concern Board regularly considers strategy, including investor As all day‑to‑day activities are outsourced, the Board Titan’s business activities, together with the factors demand for Titan’s shares, and a five‑year period is ensures proper oversight in order to achieve good likely to affect its future development, performance considered to be a reasonable time horizon for this. corporate governance. and position, are set out in the Strategic Report. Further The Board carried out a robust assessment of the details on the management of financial risk may be Read more on page 54 emerging and principal risks facing Titan and its current found in Note 16 to the financial statements. position, including risks which may adversely impact Composition, succession and evaluation The Board receives regular reports from Octopus, and its business model, future performance, solvency or The Board makes sure it is balanced with the appropriate the Directors believe that Titan has adequate financial liquidity, and focused on the major factors which affect skills and maintains a succession plan. Its performance resources to continue in operational existence for a the economic, regulatory and political environment. and composition are considered annually. period of at least twelve months from the date of the Particular consideration was given to Titan’s reliance signing of these financial statements. In reaching this Read more on page 55 on, and close working relationship with, the Portfolio conclusion, the Directors have considered the liquid Manager. The principal risks faced by Titan and the assets of Titan and its ability to meet its obligations Audit, risk and internal control procedures in place to monitor and mitigate them are as they fall due, including performing stress tests to Titan’s strategy is determined by the Board, taking set out on pages 42 to 45. confirm that Titan has sufficient capital and liquidity account of the need to avoid unnecessary or to continue its operations effectively. As no material The Board has carried out robust stress testing of cash unacceptable risks. The Audit Committee is appointed to uncertainties leading to significant doubt about going flows which included assessing the resilience of portfolio oversee this process on behalf of the Board. concern have been identified, and taking into account companies, including the requirement for any future all available information about Titan, the Directors Read more on page 57 financial support and the ability to pay dividends, and believe that it is appropriate to continue to adopt the buybacks. going concern basis of accounting in preparing the Remuneration financial statements. The Board has additionally considered the ability of The Board comprises Non‑Executive Directors only, who Titan to comply with the ongoing conditions to make receive fees which are subject to periodic review. No sure it maintains its VCT qualifying status under its element of their remuneration is performance related. current Investment policy. Read more on page 61 52 Octopus Titan VCT plc — Annual report and financial statements 2025 ## Leadership and purpose Board of Directors The Chair leads the Board in the determination of its Directors may also take independent professional strategy and in the achievement of its objectives. The advice at Titan’s expense where necessary in the Titan currently has a Board of five Non‑Executive Chair is responsible for organising the business of the performance of their duties. The Board does not Directors, all of whom are considered to be Board, ensuring its effectiveness and setting its agenda, consider it necessary for the size of the Board or independent. Jane O’Riordan stepped down as a Non‑ and has no involvement in the day‑to‑day business Titan to identify a member of the Board as the senior Executive Director on 4 December 2025. of Titan. He facilitates the effective contribution Non‑Executive Director. The Board meets regularly, at least six times a year, of the Directors and makes sure that they receive Titan’s Articles of Association and the schedule of and on other occasions as required, to review the accurate, timely and clear information and that they matters reserved to the Board for decision provide investment performance and monitor compliance with communicate effectively with shareholders. that the appointment and removal of the Company the Investment policy laid down by the Board as set out The company secretarial function is discharged by Secretary is a matter for the full Board. in the Business Review on page 46. Octopus Company Secretarial Services Limited, which During the year, the Board convened more frequently The Board has a formal schedule of matters specifically is responsible for advising the Board, through the Chair, than in prior years. This reflected the additional reserved for its decision which include: on all governance matters. All of the Directors have oversight and engagement required in connection with access to the advice and services of the Company • the consideration and approval of future the Company’s Strategic Review, which concluded in Secretary, who has administrative responsibility for the developments or changes to the Investment policy, September 2025. The Board now expects to return to its meetings of the Board and its committees. including risk and asset allocation; standard meeting cadence. • consideration of corporate strategy; During the period the following meetings were held: • approval of the appropriate dividend to be paid to the shareholders; Nomination and Management Board meeting Audit Committee Remuneration Committee Engagement Committee • approval of the annual report and the unaudited attendance meeting attendance meeting attendance meeting attendance half‑yearly report; | | | Jane O’Riordan | 10/12 3/4 1/1 2/2 | | --- | --- | --- | --- | | • | the appointment, evaluation, removal and | | | | | remuneration of Octopus; | Tom Leader | 12/12 4/4 1/1 2/2 | | • | the performance of Titan, including monitoring of the | | | | | | Lord Rockley | 12/12 4/4 1/1 2/2 | discount of the NAV to the share price; and | | | Gaenor Bagley | 12/12 3/4 1/1 2/2 | | --- | --- | --- | --- | | • | monitoring shareholder profiles and considering | | | | | | Julie Nahid Rahman | 12/12 4/4 1/1 2/2 | shareholder communications. Rupert Dickinson 12/12 4/4 1/1 2/2 Octopus Titan VCT plc — Annual report and financial statements 2025 53 ## Division of responsibilities Board committees Detailed information relating to the remuneration of Directors is given in the Directors’ Remuneration Report The Board has appointed three committees to make on pages 61 to 63. recommendations to the Board in specific areas: The Audit Committee is responsible for the Key Board activities and decisions during appropriateness of Titan’s financial reporting, the theyear performance of the auditor and the management Review of strategy of the internal control and business risk systems. All In September 2024, the Board, in conjunction with Directors are members of the Audit Committee which Octopus, initiated a review of Titan’s strategy due to is chaired by Lord Rockley. The Audit Committee the ongoing challenges in the early‑stage venture believes that Lord Rockley possesses appropriate and market to which the Company is exposed, and the relevant financial experience. The Board considers that resultant performance issues faced. Details on the the members of the Committee are independent and background and areas of focus for the review, as well collectively have the skills and experience required to as the full conclusion, were shared in a Shareholder discharge their duties effectively. The Audit Committee Circular on 12 September 2025 and can be found on: Report is given on pages 57 to 59. octopusinvestments.com/titan-circular. This set The Management Engagement Committee assists out the background, process and conclusions of this the Board in evaluating the performance of the important exercise. Further details of the review can be Portfolio Manager and other third‑party service found on pages 2 and 3. providers engaged by the Company. The Management Engagement Committee is chaired by Gaenor Bagley Shareholder survey and comprises all Directors. In December 2024, a shareholder survey was issued to Titan’s investor and adviser base to try to better The Nomination and Remuneration Committee, understand investors priorities, areas of concern and comprising all Directors and chaired by Julie Nahid potential opportunities which may be of interest. Rahman, considers the selection and appointment of Directors to the Board and its committees. Tom Leader We were pleased to see significant engagement, chaired the committee until 4 December 2025. It is having received over 3,000 responses from investors considered appropriate that all Directors are members and advisers. The results emphasise that the greatest of the Committee, given the size of the Board and areas of dissatisfaction are around past performance the independence of its members. The Committee and the capital growth opportunity. Octopus and the considers composition and succession, appointing new Board share investors’ frustration with the recent poor members on merit, measured against objective criteria performance. with due regard for the benefits of gender and diversity. The Committee also has responsibility for setting the A shareholder survey will be issued to Titan’s investors Remuneration policy for the Non‑Executive Directors. and advisers in 2026. 54 Octopus Titan VCT plc — Annual report and financial statements 2025 # 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 | | Ozenor 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. Octopus Titan VCT plc — Annual report and financial statements 2025 55 ## Composition, succession and evaluation  continued Gender and diversity The tables below which report on gender identity/sex and experience, range of skills, knowledge of Titan and its ethnic background as at 31 December 2025 are included operating environment and diversity of the Directors. The Board of Directors is comprised of three male and for completeness. Accordingly, the Board’s policy on tenure is that the two female Non‑Executive Directors with considerable term the Chair and other Directors serve on the Board experience of the VCT industry and investment in early‑ Independence should not be restricted to a fixed time limit in order stage growth companies. The gender and diversity of the The Directors believe that, in line with the AIC Code, all to ensure sufficient corporate memory and consistent constitution of the Board is reviewed on an annual basis. members of the Board are independent and as such are adherence to strategy. identified as independent in character and judgement As per UK Listing Rule 6.6.6R (9)(a), 40% of individuals on with respect to their duties to the shareholders. the Company’s Board are women. As the Company is Performance evaluation externally managed, the roles of CEO or CFO do not exist. Each year a performance evaluation is undertaken Length of service of the Chair and other Directors As a consequence of this, no senior Board positions are of the Board as a whole, its committees and the is one of a number of factors taken into account held by a woman in the Company. Furthermore, 20% of Directors. For 2025, this was done using the Boardforms when considering the contribution and ongoing the Board is comprised of persons from a minority ethnic Limited platform, which utilised a series of online independence of the Board, both individually and in background. questionnaires. The Directors were made aware of the terms of overall composition. The Board considers the annual performance evaluation on their appointment. Number of senior | | Number of Board | | Percentage | | positions on the Board | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | 1 | The Chair provides a summary of the findings to the | | Gender identity or sex | | members | of the Board | (CEO, CFO, SID and Chair) | | | | Board, which are discussed at the next meeting and Men 3 60% an action plan agreed. There were no issues requiring Not applicable Women 2 40% action in the period. The performance of the Chair – see note was evaluated by the other Directors. As a result of Not specified/prefer not to say – – the evaluation, the Board considers that all Directors Number of senior continue to make an effective contribution and have | | Number of Board | | Percentage | | positions on the Board | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | 2 | the requisite skills and experience to continue to provide | | Ethnic background | | members | of the Board | (CEO, CFO, SID and Chair) | | | | able leadership and direction for Titan. White British or Other White (including minority white groups) 4 80% The Board also conducts an evaluation of Octopus, Mixed/Multiple Ethnic Groups – – as the Portfolio Manager, and in relation to non‑ Asian/Asian British 1 20% Not applicable investment services, including finance and company Black/African/Caribbean/Black British – – – see note secretarial. The results of the evaluation are discussed with Octopus. Further details can be found in the Other ethnic group – – Report of the Management Engagement Committee on Not specified/prefer not to say – – 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. 56 Octopus Titan VCT plc — Annual report and financial statements 2025 ## Audit, risk and internal control ## Audit Committee report This report is submitted in accordance with the AIC • annually considering the need for an internal audit Auditor appointment Code in respect of the year ended 31 December 2025 function; When considering whether to recommend the and describes the work of the Audit Committee in • making recommendations to the Board in relation to appointment or re‑appointment of the external discharging its responsibilities. the appointment, re‑appointment and removal of the auditor, the Committee takes into account the tenure external auditor and approving the remuneration and of the current auditor in addition to comparing the The Committee’s key objective is the provision of terms of engagement of the external auditor; fees charged by similar sized audit firms. The current effective governance of the appropriateness of Titan’s • reviewing and monitoring the external auditor’s auditor was appointed on 15 March 2018 following financial reporting, the performance of the auditor independence and objectivity and the effectiveness of a competitive tender process. Chris Meyrick was and the management of the internal control and the audit process, taking into consideration relevant appointed as audit partner for the 2023 year‑end audit business risks systems. The Directors forming the Audit UK professional regulatory requirements; following rotation requirements for the previous audit Committee can be found on pages 49 and 50. • monitoring the extent to which the external auditor is partner to be rotated off. The Audit Committee’s terms of reference include the engaged to supply non‑audit services; and following responsibilities: Auditor independence and objectivity • ensuring that Octopus has arrangements in place for the investigation and follow‑up of any concerns raised When considering the effectiveness of the external • reviewing and making recommendations to the confidentially by staff in relation to the propriety of audit, the Committee considered the quality and Board in relation to Titan’s published financial financial reporting or other matters. content of the audit plan and report provided and the statements and other formal announcements resultant reporting and discussions on topics raised. relating to Titan’s financial performance; As part of the process of working with the Board to • advising the Board on whether the annual report maximise effectiveness, meetings of the Committee The Committee reviews the information and assurances and financial statements, taken as a whole, is fair, usually take place immediately prior to a Board provided by the auditor on its compliance with the balanced and understandable; meeting and a report is provided on relevant matters to relevant ethical standards. No non‑audit services were • enable the Board to carry out its duties. provided by the auditor in the period under review. advising the Board on whether the annual report and financial statements provide necessary information The Committee reviews its terms of reference and its for shareholders to assess performance, business effectiveness annually and recommends to the Board model and strategy; any changes required as a result of the review. The • reviewing and making recommendations to the terms of reference are available on request from Titan’s Board in relation to Titan’s internal control (including Company Secretary. The Committee meets at least internal financial control) and risk management twice per year and on an ad hoc basis as necessary and systems; has direct access to BDO LLP, Titan’s external auditor. Octopus Titan VCT plc — Annual report and financial statements 2025 57 ## Audit, risk and internal control  continued Auditor evaluation Matters considered by the Audit Committee Significant risks The effectiveness of the external audit is assessed as During the year ended 31 December 2025, the Audit The Audit Committee is responsible for considering and part of the Board and Committee evaluation process Committee discharged its responsibilities by: reporting on any significant risks that arise in relation to which is conducted annually. The Committee also the audit of the financial statements. • reviewing and approving the external auditor’s terms challenges the auditor when present at a Committee of engagement and remuneration; The Committee and the auditor have identified the meeting, if appropriate. • reviewing the external auditor’s plan for the audit of most significant risks for Titan as: Internal audit Titan’s financial statements, including identification of • valuation of unquoted investments: the Committee key risks and confirmation of auditor independence; Titan does not have an internal audit function as it is gives special audit consideration to the valuation not deemed appropriate given the size of Titan and • reviewing the Octopus statement of internal controls of investments and supporting data provided by the nature of its business. However, the Committee in relation to Titan’s business and assessing the Octopus. The impact of this risk would be a large considers annually whether there is a need for such a effectiveness of those controls in minimising the gain or loss in Titan’s results. The valuations are function and makes the appropriate recommendation impact of key risks; supported by the portfolio companies’ accounts to the Board. Octopus has an internal audit function • reviewing periodic reports on the effectiveness of the and third‑party evidence which gives comfort to the which reports to the Board annually on the outcome regulatory compliance of Octopus; Audit Committee; of the internal audits that have taken place. Any • reviewing the appropriateness of Titan’s accounting • management override of financial controls: significant issues arising from the Octopus internal policies; theCommittee reviews all significant accounting audit that affect Titan would be raised to the • reviewing Titan’s draft annual financial and half‑yearly estimates that form part of the financial statements Committee immediately. The Octopus Compliance results statements prior to Board approval; and considers any material judgements applied by Department also reports regularly to the Board. • reviewing the external auditor’s audit findings report management during the completion of the financial to the Committee on the annual financial statements; statements. The Committee monitors the significant risks at each meeting and Octopus engages closely with the auditor • reviewing Titan’s going concern as referred to on These issues were discussed with Octopus and the to mitigate the risks and the resultant impact. page52; and auditor at the conclusion of the audit of the financial • reviewing in detail the valuation of the investment statements. 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. 58 Octopus Titan VCT plc — Annual report and financial statements 2025 ## Audit, risk and internal control  continued Internal controls Guidance on Risk Management, Internal Control and Related Financial and Business Reporting. The Board The Directors have overall responsibility for keeping does not consider it appropriate to have an internal under review the effectiveness of Titan’s systems of audit function due to the nature of Titan’s transactions risk management and internal controls. The purpose of as this would not be an appropriate control for a VCT. these controls is to make sure that proper accounting records are maintained, Titan’s assets are safeguarded The risk management and internal control systems and the financial information used within the business include the production and review of monthly bank and for publication is accurate and reliable. Such a reconciliations and management accounts. All outflows system can only provide reasonable and not absolute made from Titan’s accounts require the authority of assurance against material misstatement or loss. The two approved signatories from Octopus. Octopus is systems of risk management and internal control are subject to regular review by the Octopus Compliance designed to manage rather than eliminate the risk of Department. failure to achieve the business objectives. These internal controls have been in place throughout the period Financial risk management under review and up to the date of this report. The Titan is exposed to the risks arising from its operational Board regularly reviews financial results and investment and investment activities. Further details can be found performance with Octopus. in Note 16 of the financial statements. Octopus identifies the investment opportunities, The Committee is also responsible for considering and monitors the portfolio of investments and manages the reporting on any significant issues that arise in relation assets of Titan on a discretionary basis. to the audit of the financial statements. The Committee can confirm that there were no significant issues to Octopus is engaged to carry out the accounting report to the shareholders in respect of the audit of the function and retains physical custody of the documents financial statements to 31 December 2025. 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 Lord Rockley managing the significant potential risks faced by Audit Committee Chair Titan, and have reviewed the effectiveness of the risk 28 April 2026 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 Octopus Titan VCT plc — Annual report and financial statements 2025 59 ## Management Engagement Committee ## Management Engagement Committee report The Management Engagement Committee was • to review, monitor and evaluate, at least annually, • monitoring of agreed actions relating to compliance established to evaluate the performance of the the performance of the Company’s third-party with Consumer Duty legislation; Manager and other third-party service providers service providers in meeting their obligations under • proposals for mitigating actions in response to service engaged by Titan. The Committee is chaired by Gaenor their respective agreements and to ensure their performance issues; Bagley, and comprises all the independent Directors. continued competitiveness and effectiveness, making recommendations on any variation to the terms which • completion of arrangements for additional The Committee’s responsibilities are: it considers necessary or appropriate; administration support given the increased numbers • to review, at least annually, the contractual of Board, committee and strategy meetings; and • to assess the Company’s third-party service providers relationships with the Manager and terms of the in their role as stakeholders and whether there is an • review of performance reports from certain of the management agreement, to make sure they are appropriate level of engagement with them; and other advisors to the fund. competitive and in the best interests of shareholders as a whole, making recommendations to the Board • to consider any points of conflict which may arise for The Committee has been conducting a thorough on any variation to the terms which it considers the providers of services to the Company. review of the performance of the Manager over the last necessary or appropriate; twelve months and, alongside the Strategic Review, has The Committee met twice during the year. In addition concluded that the continued appointment of Octopus • to review, at least annually, the performance of the to the performance matters considered as part of the remains in the best interests of shareholders. Manager and describe its decisions and rationale in Strategic Review, the Committee considered in detail the annual report; the performance of the Portfolio Manager under the terms of the IMNISA. Due to their significance, the • to consider whether the appointment of the Manager Strategic review and the resulting renegotiation of the continues to be in the best interests of shareholders; Gaenor Bagley IMNISA were considered during Board meetings. At Management Engagement Committee Chair each meeting the Committee identified specific actions • if it considers it necessary or appropriate, to to address performance issues and followed up on negotiate/re-negotiate terms with the Manager; 28 April 2026 previously agreed actions. • to review the standard of services provided by the Specific areas of focus included: Manager, whether under the terms of the previous management agreement and non-investment • plans to address gaps in the Octopus Ventures team services agreement, or from September 2025, the as a result of team turnover and to address identified IMNISA, as well as simply as part of a non-contractual skills gaps; commitment; • additional information and reporting requirements to enable the Board to enhance its monitoring of performance, sustainability, liquidity and realisations more effectively; 60 Octopus Titan VCT plc — Annual report and financial statements 2025 ## Directors’ remuneration report Introduction Directors’ Remuneration policy report The policy is to review these rates from time to time. Due to the nature of Titan, there are no employees This report has been prepared in accordance with The Board consists entirely of Non-Executive Directors, other than the Directors and so no such issues to Schedule 8 to the Large and Medium-sized Companies who meet regularly, at least six times a year, and consider when determining the Directors’ remuneration. and Groups (Accounts and Reports) (Amendment) on other occasions as necessary, to deal with the Regulations 2013, in respect of the year ended important aspects of Titan’s affairs. Directors are The maximum level of Directors’ remuneration is 31December 2025. The reporting requirements entail appointed with the expectation that they will serve currently fixed by Titan’s Articles of Association, not to two sections be included, a policy report and an annual for at least a period of three years. All Non-Executive exceed £300,000 in aggregate. remuneration report, which are presented below. Directors retire at the first general meeting after election and thereafter offer themselves for annual Titan’s policy is for the Directors to be remunerated Titan’s auditor, BDO LLP, is required to give its opinion re-election at subsequent AGMs. Re-election will be in the form of fees, payable quarterly in arrears. on certain information included in this report; this recommended by the Board but is dependent upon a The fees are not specifically related to the Directors’ comprises the Directors’ emoluments section and share shareholder vote. performance, either individually or collectively. There information below. Their report on these and other are no long-term incentive schemes, share option matters is set out on pages 70 to 76. Each Director received a letter of appointment schemes or pension schemes in place. The Articles of which is subject to termination by the Director or Association also entitle the Directors to be repaid all Consideration by the Directors of matters Titan on three months’ notice in writing. Copies of reasonable travelling, subsistence and other expenses relating to Directors’ remuneration letters of appointment are held at the Company’s incurred by them respectively whilst conducting their registered office. None of the Directors are entitled to The Board has appointed the Nomination and duties as Directors, however, no other remuneration or compensation payable upon early termination of their Remuneration Committee to consider remuneration; compensation was paid or payable by Titan during the contract other than in respect of any unexpired notice historically this was considered by the Board. The year to any of the current Directors. period. Directors have not sought advice or services from The Directors’ Remuneration policy was approved any external person in respect of its consideration of Titan’s policy is that the fees payable to the Directors by shareholders at the AGM held in June 2024. Directors’ remuneration during the year, although should reflect the time spent by the Board on Titan’s Accordingly, the Policy will be put to shareholders for the Directors expect from time to time to review the affairs and the responsibilities borne by the Directors. approval at the 2026 AGM. fees against those paid to the Boards of Directors of They should be sufficient to attract candidates of high other VCTs. The Directors’ remuneration paid during calibre to be recruited. The policy is for the Chair of the Annual remuneration report the period is set out on page 62. Titan does not have Board and the Chair of the Audit Committee to be paid a Chief Executive Officer, senior management or any This remuneration report is subject to approval by a higher fees than the other Directors in recognition of employees. simple majority of shareholders at the AGM in June their more onerous roles. 2026, as in previous years. Octopus Titan VCT plc — Annual report and financial statements 2025 61 ## Directors’ remuneration report  continued Statement of voting at the Annual General The Directors’ Remuneration policy was approved at Company performance the AGM in June 2024. Of the 16,270,015 votes received, Meeting The Board is responsible for Titan’s investment strategy those for the resolution totalled 86.65%, 7.76% of votes and performance, although the management of Titan’s The 2024 Directors’ remuneration report was presented were at the discretion of the Chair and 5.59% of the investment portfolio is delegated to the Portfolio to the AGM in June 2025 and received shareholder votes cast were against, with 663,009 votes withheld. Manager through the agreements as referred to in the approval following a vote on a show of hands. Of the Directors’ Report. 16,405,952 votes received, those for the resolution The proxy forms returned to the registrars contained no totalled 68.4%, 8.85% of votes were at the discretion of explanation for the votes against the resolution. The performance graph on page 19 also shows the the Chair and 22.75% of the votes cast were against, performance of the NAV and total value of Titan. with 543,142 votes withheld. In accordance with the AIC Shareholders’ views are always welcome and considered Further details of Titan’s performance are shown in the Code of Corporate Governance, the Board contacted by the Board. The methods of contacting the Board are table on page 21 in the Portfolio Manager’s Review. these shareholders to ascertain their reasons for voting set out in the Directors’ Report on page 67. 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. Directors’ emoluments ( audited ) The amount of each Director’s fees for the period (on an annualised basis) were: | | Year ended | | | Year ended | | | --- | --- | --- | --- | --- | --- | | 31 December 2025 | | | 31 December 2024 | | | | | | £’000 | | | £’000 2025 change 2024 change 2023 change 2022 change 2021 change | 1 | Jane O’Riordan | | | 38 40 (5)% 8% 3% 9% 0% | | | | --- | --- | --- | --- | --- | --- | | | | 2 | | 2 | | | Tom Leader (Chair) | | | 50 48 4% 7% 7% 24% | | 3% | | | 3 | | | 3 | | | Lord Rockley | | | 44 43 2% 8% 5% 19% | | — | 4 Gaenor Bagley 41 40 3% 8% 3% 9% — 5 | Julie Nahid Rahman | | 41 40 3% 8% — — — | | | | --- | --- | --- | --- | --- | | | 6 | | 6 | | | Rupert Dickinson | | 41 27 52% | | — — — — | | 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. 62 Octopus Titan VCT plc — Annual report and financial statements 2025 ## Directors’ remuneration report  continued The Directors do not receive any other form of emoluments in addition to the Statement of Directors’ shareholdings ( audited ) Directors’ fees. Their total remuneration is fixed and not linked to the performance of There are no guidelines or requirements for Directors to own shares in Titan. The Titan and no bonuses were or will be paid to the Directors. 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 The Chair of the Board and the Chair of the Audit Committee receive additional of 0.1p each are shown in the table below: remuneration over the basic Directors’ fee in recognition of the additional responsibilities and time commitment required of their roles. The current fee rates Year to Year to 31 December 2025 31 December 2024 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 Tom Leader 48,127 48,127 and remained unchanged. Lord Rockley 79,077 79,077 Gaenor Bagley 24,264 24,264 Expected fees for the year to Julie Nahid Rahman 4,466 4,466 31 December 2026 £ Rupert Dickinson n/a n/a Chair 49,500 There have been no changes in the Directors’ share interests between 31 December 2025 Chair of the Audit Committee 44,000 and the date of this report. Non-Executive Director 40,700 All of the Directors’ shares were held beneficially. Dividends paid to Directors in the year as a result of their shareholdings in Titan are Any information required by legislation in relation to executive directors (including a Chief shown in Note 20 of the financial statements. Executive Officer) or employees has been omitted because Titan has neither and so it is not relevant. Relative importance of spend on pay By Order of the Board The actual expenditure in the current year is as follows: Year to Year to 31 December 2025 31 December 2024 Julie Nahid Rahman £’000 £’000 Nomination and Remuneration Committee Chair Total dividends paid 8,236 51,642 28 April 2026 | 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. Octopus Titan VCT plc — Annual report and financial statements 2025 63 ## Directors’ report ## The Directors present their report and the audited financial statements for the year ended ## 31December 2025. The Corporate Governance Report on pages 51 and 52 the day-to-day running of Titan). These agreements shareholders. The IMNISA reduces the fees payable and the Audit Committee Report on pages 57 to 59 are central to Titan’s ability to continue in business. to Octopus, combining the investment management form part of this Directors’ Report. Theprincipal terms of the management agreement services together with financial, company secretarial with Octopus are set out in Notes 3 and 19 of the and product management non-investment services The Directors consider that the annual report and financial statements. and replacing prior fees with a single combined financial statements, taken as a whole, is fair, balanced management fee, as detailed in Note 19 of the financial and understandable and provides the information Octopus also provides secretarial and administrative statements. necessary for shareholders to assess Titan’s position, services to Titan. NatWest Trustee and Depositary performance, business model and strategy. Services Limited have been appointed as depositary Titan has established a performance incentive scheme to Titan, having transferred from BNP Paribas Trust whereby Octopus is entitled to an annual performance- Directors Corporation UK Limited on 31 October 2024. NatWest related incentive fee) in respect of accounting periods provides cash monitoring, safekeeping of financial commencing on or after 1 January 2034, provided Brief biographical notes on the Directors are given on instruments and other assets and oversight duties. certain performance criteria are met. Further details pages 49 and 50. are disclosed within Note 19 of the financial statements. The IMNISA may be terminated on written notice of Tom Leader, Gaenor Bagley, Julie Nahid Rahman and not less than one year, such notice not to expire prior to Through the agreements described above, the Rupert Dickinson will be standing for re-election this the date falling two years from the date of the IMNISA, investment decisions and routine management year. subject to earlier termination by written notice of not less decisions such as the payment of standard running Directors’ and Officers’ liability insurance than 12 months in the event of the underperformance of costs are delegated to Octopus. the Company, the departure of certain key individuals Titan has, as permitted by the Companies Act 2006, of Octopus, certain key individuals of Octopus ceasing Whistleblowing maintained insurance cover on behalf of the Directors to devote not less than 75% of their working time on Please refer to page 36 for our statement on and Company Secretary indemnifying them against average to the management of the Company’s assets whistleblowing. certain liabilities which may be incurred by them in or any co-investments of Titan. In addition, a defined relation to Titan. framework of performance guardrails has been agreed Bribery Act with Octopus, which is monitored by the Board on an Management Please refer to page 36 for our statement on the ongoing basis. BriberyAct. Titan has in place an agreement with Octopus AIF Management Limited to act as Manager. Octopus AIF Following the conclusion of the Strategic Review VCT regulation Management Limited has in turn appointed Octopus and the annual evaluation of the Manager, the Investments Limited to act as Portfolio Manager to Directors confirm that, in their opinion, the continued Compliance with required rules and regulations is Titan (responsible for portfolio management and appointment of Octopus is in the best interests of the considered when all investment decisions are made. 64 Octopus Titan VCT plc — Annual report and financial statements 2025 # Directors' report → continued 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 31 December 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 31 December 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). Octopus Titan VCT plc — Annual report and financial statements 2025 65 ## Directors’ report  continued Rights attaching to the shares and Directors’ authority to allot shares, to These Resolutions would authorise the Directors, until the expiry of 15 months from the passing of these restrictions on voting and transfer continued disapply pre-emption rights Resolutions, unless previously renewed, varied or Any member may transfer all or any of his shares, The authority proposed under Resolution 10 is required revoked by Titan in general meeting, to issue Ordinary subject in the case of certificated shares to the rules set so that the Directors may offer existing shareholders shares for cash without pre-emption rights applying by out in Titan’s Articles of Association or in the case of the opportunity to add to their investment or to offer way of an offer to existing shareholders. These powers uncertificated shares to the regulations governing the potential shareholders an opportunity to invest in Titan will be exercised only if, in the opinion of the Directors, operation of CREST (which allow the Directors to refuse in a tax-efficient manner without it having to incur it would be in the best interests of shareholders, to register a transfer as therein set out). The transferor substantial costs. Any consequent modest increase as a whole. This authority is in addition to existing remains the holder of the shares until the name of in the size of Titan will, in the opinion of the Directors, authorities. the transferee is entered in the register of members. be in the interests of shareholders generally. Any issue The Directors may refuse to register a transfer of proceeds will be available for investment in line with Directors’ authority to make market certificated shares in favour of more than four persons Titan’s Investment policy and may be used, in part, to purchases of its own shares jointly or where there is no adequate evidence of purchase Ordinary shares in the market. The authority proposed under Resolution 14 is ownership or the transfer is not duly stamped (if so Resolution 10 renews the Directors’ authority to allot required so that the Directors may make purchases required). Ordinary shares. Such authority would expire 15 months of up to 246,994,136 Ordinary shares, representing The Directors may also refuse to register a share from the passing of the Resolution, unless previously approximately 14.99% of Titan’s issued share capital as transfer if it is in respect of a certificated share which is renewed, varied or revoked by Titan in general meeting, at the date of the Notice of AGM. Any shares bought not fully paid up or on which Titan has a lien provided giving the Directors authority to allot up to 25% of back under this authority will be at a price determined that, where the share transfer is in respect of any Titan’s issued share capital as at the date of the by the Board (subject to a minimum price of 0.1p (being share admitted to the Official List maintained by the Notice of AGM. This authority is in addition to existing the nominal value of such shares) and a maximum UK Listing Authority, any such discretion may not be authorities. The Board intends to utilise this authority in price of 5% above the average mid-market quotation exercised so as to prevent dealings taking place on respect of the fundraising activities of Titan. for such shares on the London Stock Exchange and an open and proper basis, or if in the opinion of the the applicable regulations thereunder) and may be Resolution 11 renews the Directors’ authority to allot Directors (and with the concurrence of the UK Listing cancelled or held in Treasury as may be determined by Ordinary shares in connection with the Dividend Re- Authority) exceptional circumstances so warrant, the Board. Investment Scheme up to 5% of Titan’s issued share provided that the exercise of such power will not capital as at the date of the Notice of AGM. Such The authority conferred by Resolution 14 will expire 15 disturb the market in those shares. Whilst there are no authority would expire 15 months from the passing of months from the date of the passing of the Resolution squeeze-out and sell out rules relating to the shares in the Resolution, unless previously renewed, varied or unless renewed, varied or revoked by Titan in a general Titan’s Articles of Association, shareholders are subject revoked by Titan in general meeting. The Board intends meeting and will be in addition to existing authorities. to the compulsory acquisition provisions in s974 to s991 to utilise this authority to issue shares from time to time This power will be exercised only if, in the opinion of the of the Companies Act 2006. under the DRIS. Directors, a repurchase would be in the best interests of shareholders as a whole. Resolutions 12 and 13 renew and extend the Directors’ authority to allot equity securities for cash without pre- emption rights applying in certain circumstances. 66 Octopus Titan VCT plc — Annual report and financial statements 2025 # Directors' report → continued ## 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 18 June 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 Octopus Titan VCT plc — Annual report and financial statements 2025 67 ## 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 68 Octopus Titan VCT plc — Annual report and financial statements 2025 ## Directors’ responsibilities statement The Directors are responsible for preparing the • prepare a Strategic Report, Directors’ Report and The Directors are responsible for the maintenance and Strategic Report, the Directors’ Report, the Directors’ Directors’ Remuneration Report which comply with integrity of the corporate and financial information Remuneration Report and the financial statements in the requirements of the Companies Act 2006. included on the Company’s website. Legislation in accordance with applicable law and regulations. They the United Kingdom governing the preparation and The Directors are responsible for keeping adequate are also responsible for ensuring that the annual report dissemination of financial statements may differ from accounting records that are sufficient to show and and financial statements include information required by legislation in other jurisdictions. explain the Company’s transactions and disclose with the Listing Rules of the Financial Conduct Authority. reasonable accuracy at any time the financial position The Directors confirm that, to the best of their Company law requires the Directors to prepare financial of the Company and enable them to ensure that the knowledge: statements for each financial year. Under that law financial statements comply with the Companies Act • the financial statements, prepared in accordance the Directors have elected to prepare the financial 2006. They are also responsible for safeguarding the with United Kingdom Generally Accepted Accounting statements in accordance with United Kingdom assets of the Company and hence for taking reasonable Practice, including FRS 102, give a true and fair view Generally Accepted Accounting Practice (GAAP), steps for the prevention and detection of fraud and of the assets, liabilities, financial position and profit or including Financial Reporting Standard 102 – ‘The other irregularities. loss of the Company; and Financial Reporting Standard Applicable in the United Insofar as each of the Directors is aware: • the annual report and financial statements (including Kingdom and Republic of Ireland’ (FRS 102), (United Kingdom accounting standards and applicable law). the Strategic Report), give a fair review of the • there is no relevant audit information of which the Under company law the Directors must not approve the development and performance of the business Company’s auditor is unaware; and financial statements unless they are satisfied that they and the position of the Company, together with a • the Directors have taken all steps that they ought to give a true and fair view of the state of affairs and profit description of the principal risks and uncertainties that have taken to make themselves aware of any relevant or loss of the Company for that period. In preparing it faces. audit information and to establish that the auditor is these financial statements, the Directors are required to: aware of that information. On behalf of the Board • select suitable accounting policies and then apply The Directors are responsible for preparing the annual them consistently; report and financial statements in accordance • make judgements and accounting estimates that are with applicable law and regulations. Having taken reasonable and prudent; advice from the Audit Committee, the Directors are Tom Leader • state whether applicable UK Accounting Standards of the opinion that this report as a whole provides Chair have been followed, subject to any material the necessary information to assess the Company’s departures disclosed and explained in the financial 28 April 2026 performance, business model and strategy and is fair, statements; balanced and understandable. • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business; and Octopus Titan VCT plc — Annual report and financial statements 2025 69 ## Independent auditor’s report ## to the membersofOctopus Titan VCT plc Opinion on the financial statements Independence to the forecast expenditure which was assessed against the prior year for reasonableness; and In our opinion the financial statements: We remain independent of the Company in accordance • Evaluating the Directors’ method of assessing the with the ethical requirements that are relevant to our • give a true and fair view of the state of the audit of the financial statements in the UK, including going concern in light of market conditions including Company’s affairs as at 31 December 2025 and of its the FRC’s Ethical Standard as applied to listed public the stress tests applied to confirm that the Company loss and cash flows for the year then ended; interest entities, and we have fulfilled our other ethical has sufficient capital and liquidity to continue its • have been properly prepared in accordance with operations effectively. responsibilities in accordance with these requirements. United Kingdom Generally Accepted Accounting The non-audit services prohibited by the FRC’s Ethical Based on the work we have performed, we have not Practice; Standard were not provided to the Company and we identified any material uncertainties relating to events • have been prepared in accordance with the remain independent of the Company in conducting our or conditions that, individually or collectively, may requirements of the Companies Act 2006. audit. cast significant doubt on the Company’s ability to We have audited the financial statements of Octopus continue as a going concern for a period of at least Conclusions relating to going concern Titan VCT plc (the ‘Company’) for the year ended twelve months from when the financial statements are In auditing the financial statements, we have authorised for issue. However, because not all future 31 December 2025 which comprise the Income concluded that the Directors’ use of the going events or conditions can be predicted, this statement is Statement, the Balance Sheet, the Statement of concern basis of accounting in the preparation of the not a guarantee as to the Company’s ability to continue Changes in Equity, the Cashflow Statement and notes financial statements is appropriate. Our evaluation as a going concern. to the financial statements, including a summary of of the Directors’ assessment of the Company’s ability significant accounting policies. The financial reporting In relation to the Company’s reporting on how it has to continue to adopt the going concern basis of framework that has been applied in their preparation applied the UK Corporate Governance Code, we have accounting included: is applicable law and United Kingdom Accounting nothing material to add or draw attention to in relation Standards, including Financial Reporting Standard 102 • Obtaining the VCT compliance reports prepared by to the Directors’ statement in the financial statements The Financial Reporting Standard applicable in the UK management’s expert as at year end to check that about whether the Directors considered it appropriate and Republic of Ireland (United Kingdom Generally the Company was meeting its requirements to retain to adopt the going concern basis of accounting in Accepted Accounting Practice). VCT status; preparing the financial statements. • Consideration of the Company’s expected future Basis for opinion Our responsibilities and the responsibilities of the compliance with VCT legislation, the absence of We conducted our audit in accordance with Directors with respect to going concern are described in bank debt, contingencies and commitments and any International Standards on Auditing (UK) (ISAs (UK)) the relevant sections of this report. market or reputational risks; and applicable law. Our responsibilities under those • Reviewing the forecasted cash flows that support the standards are further described in the Auditor’s Directors’ assessment of going concern, challenging responsibilities for the audit of the financial statements assumptions and judgements made in the forecasts section of our report. We believe that the audit and assessing them for reasonableness. In particular, evidence we have obtained is sufficient and appropriate we considered the available cash resources relative to provide a basis for our opinion. 70 Octopus Titan VCT plc — Annual report and financial statements 2025 ## Independent auditor’s report  continued ## to the membersofOctopus Titan VCT plc Overview 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 2025 2024 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 Valuation of unquoted P P investments Key audit matters Materiality Company financial statements as a whole 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 £14.6m (2024: £16.6m) based on 2% (2024: 2%) of Net assets. 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: An overview of the scope of our audit the overall audit strategy, the allocation of resources in the audit, and directing the Our audit was scoped by obtaining an understanding of the Company and its efforts of the engagement team. These matters were addressed in the context of our environment, the applicable financial reporting framework and the system of internal audit of the financial statements as a whole, and in forming our opinion thereon, and control. We identified and assessed the risks of material misstatement of the financial we do not provide a separate opinion on these matters. statements. We then applied professional judgement to focus our audit procedures Key audit matter How the scope of our audit addressed the key audit matter Valuation of We consider the valuation of We assessed the design and implementation of controls relating to the valuation of unquoted investments. investments to be the most unquoted For all unquoted investments in our sample we: significant audit area as there is a investments high level of estimation uncertainty • Challenged whether the valuation methodology was appropriate in the circumstances under the International (Note 10 to the involved in determining the Private Equity and Venture Capital Valuation (“IPEV”) Guidelines and the applicable accounting standards; and financial statements) unquoted investment valuations. • We have recalculated the value attributable to the Company, having regard to the application of enterprise There is also an inherent risk of value across the capital structures of the investee companies. 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. Octopus Titan VCT plc — Annual report and financial statements 2025 71 ## Independent auditor’s report  continued ## to the membersofOctopus Titan VCT plc Key audit matter How the scope of our audit addressed the key audit matter For these reasons we considered the For investments sampled that were valued using the price of recent investment or milestone analysis we: valuation of unquoted investments • Verified the price of recent investment to supporting documentation; to be a key audit matter. • 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. 72 Octopus Titan VCT plc — Annual report and financial statements 2025 ## Independent auditor’s report  continued ## to the membersofOctopus Titan VCT plc Our application of materiality Reporting threshold We apply the concept of materiality both in planning and performing our audit, We agreed with the Audit Committee that we would report to them all individual and in evaluating the effect of misstatements. We consider materiality to be the audit differences in excess of £730,000 (2024: £830,000). We also agreed to report magnitude by which misstatements, including omissions, could influence the differences below this threshold that, in our view, warranted reporting on qualitative economic decisions of reasonable users that are taken on the basis of the financial grounds. statements. Other information In order to reduce to an appropriately low level the probability that any misstatements The Directors are responsible for the other information. The other information exceed materiality, we use a lower materiality level, performance materiality, to comprises the information included in the Annual Report other than the financial determine the extent of testing needed. Importantly, misstatements below these statements and our auditor’s report thereon. Our opinion on the financial statements levels will not necessarily be evaluated as immaterial as we also take account of does not cover the other information and, except to the extent otherwise explicitly the nature of identified misstatements, and the particular circumstances of their stated in our report, we do not express any form of assurance conclusion thereon. occurrence, when evaluating their effect on the financial statements as a whole. Our responsibility is to read the other information and, in doing so, consider whether Based on our professional judgement, we determined materiality for the financial the other information is materially inconsistent with the financial statements or statements as a whole and performance materiality as follows: 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 Company financial statements misstatements, we are required to determine whether this gives rise to a material 2025 2024 misstatement in the financial statements themselves. If, based on the work we £m £m have performed, we conclude that there is a material misstatement of this other Materiality 14.6 16.6 information, we are required to report that fact. Basis for determining 2% of Net assets We have nothing to report in this regard. materiality Rationale for the In setting materiality, we have had regard to the nature and benchmark applied 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 75% of materiality performance materiality Rationale for the The level of performance materiality applied was set percentage applied for after having considered a number of factors including the performance materiality expected total value of known and likely misstatements and the level of transactions in the year. Octopus Titan VCT plc — Annual report and financial statements 2025 73 ## Independent auditor’s report  continued ## to the membersofOctopus Titan VCT plc • The section describing the work of the audit Matters on which we are required to report by Corporate governance statement committee set out on pages 57 – 59. exception The UK Listing Rules sourcebook requires us to review the Directors’ statement in relation to going concern, We have nothing to report in respect of the following Other Companies Act 2006 reporting longer-term viability and that part of the Corporate matters in relation to which the Companies Act 2006 Based on the responsibilities described below and our Governance Statement relating to the Company’s requires us to report to you if, in our opinion: work performed during the course of the audit, we are compliance with the provisions of the UK Corporate • adequate accounting records have not been kept, required by the Companies Act 2006 and ISAs (UK) to Governance Code specified for our review. or returns adequate for our audit have not been report on certain opinions and matters as described Based on the work undertaken as part of our audit, we received from branches not visited by us; or below. have concluded that each of the following elements • the financial statements and the part of the Strategic report and Directors’ report of the Corporate Governance Statement is materially Directors’ remuneration report to be audited are In our opinion, based on the work undertaken in the consistent with the financial statements or our not in agreement with the accounting records and course of the audit: knowledge obtained during the audit. returns; or • the information given in the Strategic report and the • certain disclosures of Directors’ remuneration Going concern and longer-term viability Directors’ report for the financial year for which the specified by law are not made; or • The Directors’ statement with regards to the financial statements are prepared is consistent with • we have not received all the information and appropriateness of adopting the going concern the financial statements; and basis of accounting and any material uncertainties explanations we require for our audit. • the Strategic report and the Directors’ report have identified set out on page 52; and Responsibilities of Directors been prepared in accordance with applicable legal • The Directors’ explanation as to their assessment of requirements. As explained more fully in the Directors’ responsibilities the Company’s prospects, the period this assessment statement, the Directors are responsible for the In the light of the knowledge and understanding of covers and why the period is appropriate set out on preparation of the financial statements and for being the Company and its environment obtained in the page 52. satisfied that they give a true and fair view, and for course of the audit, we have not identified material Other Code provisions such internal control as the Directors determine is misstatements in the strategic report or the Directors’ • Directors’ statement on fair, balanced and necessary to enable the preparation of financial report. understandable set out on page 64; statements that are free from material misstatement, Directors’ remuneration • Board’s confirmation that it has carried out a robust whether due to fraud or error. In our opinion, the part of the Directors’ remuneration assessment of the emerging and principal risks set report to be audited has been properly prepared in out on pages 42 - 45; accordance with the Companies Act 2006. • 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 74 Octopus Titan VCT plc — Annual report and financial statements 2025 ## Independent auditor’s report  continued ## to the membersofOctopus Titan VCT plc In preparing the financial statements, the Directors Extent to which the audit was capable of Our procedures in respect of the above included: are responsible for assessing the Company’s ability to detecting irregularities, including fraud • Agreement of the financial statement disclosures to continue as a going concern, disclosing, as applicable, Irregularities, including fraud, are instances of non- underlying supporting documentation; matters related to going concern and using the going compliance with laws and regulations. We design concern basis of accounting unless the Directors either • Enquiries of the Portfolio Manager and those charged procedures in line with our responsibilities, outlined intend to liquidate the Company or to cease operations, with governance relating to the existence of any non- above, to detect material misstatements in respect or have no realistic alternative but to do so. compliance with laws and regulations; of irregularities, including fraud. The extent to which Auditor’s responsibilities for the audit of the our procedures are capable of detecting irregularities, • Obtaining the VCT compliance reports prepared by including fraud is detailed below: financial statements management’s expert during the year and as at year end and reviewing their calculations to check that the Our objectives are to obtain reasonable assurance Non-compliance with laws and regulations Company was meeting its requirements to retain VCT about whether the financial statements as a whole Based on: status; and are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report • Our understanding of the Company and the industry • Reviewing minutes of meeting of those charged with that includes our opinion. Reasonable assurance is in which it operates; governance throughout the period for instances of a high level of assurance but is not a guarantee that • Discussion with the Portfolio Manager and those non-compliance with laws and regulations. an audit conducted in accordance with ISAs (UK) will charged with governance; and always detect a material misstatement when it exists. Fraud Misstatements can arise from fraud or error and are • Obtaining and understanding of the Company’s We assessed the susceptibility of the financial considered material if, individually or in the aggregate, policies and procedures regarding compliance with statement to material misstatement including fraud. they could reasonably be expected to influence the laws and regulations. economic decisions of users taken on the basis of these Our risk assessment procedures included: financial statements. We considered the significant laws and regulations to • Enquiry with the Portfolio Manager and those charged be the Companies Act 2006, the FCA listing and DTR However, the primary responsibility for the prevention with governance regarding any known or suspected rules, the principles of the UK Corporate Governance and detection of fraud rests with both Those Charged instances of fraud; Code, industry practice represented by the Statement with Governance of the Company and management. of Recommended Practice: Financial Statements of • Review of minutes of meeting of those charged with Investment Trust Companies and Venture Capital Trusts governance for any known or suspected instances of (“the SORP”) and the applicable accounting framework. fraud; and We also considered the Company’s qualification as a VCT under UK tax legislation. • Discussion amongst the engagement team as to how and where fraud might occur in the financial statements. Octopus Titan VCT plc — Annual report and financial statements 2025 75 # Independent auditor's report → continued ## to the members of Octopus 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). 76 Octopus Titan VCT plc — Annual report and financial statements 2025 # Income statement | | Notes | Year to 31 December 2025 | | | Year to 31 December 2024 | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | 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)** | **(147,649)** | | Tax | 6 | — | — | — | — | — | — | | **Gain/(loss) after tax** | | **1,860** | **(92,395)** | **(90,535)** | **(2,811)** | **(144,838)** | **(147,649)** | | **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. Octopus Titan VCT plc — Annual report and financial statements 2025 77 # Balance sheet | | Notes | As at 31 December 2025 | | As at 31 December 2024 | | | --- | --- | --- | --- | --- | --- | | | | £'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 78 Octopus Titan VCT plc — Annual report and financial statements 2025 ## Statement of changes in equity | | | Capital | Special | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | redemption | distributable | Capital reserve | Capital reserve | Revenue | | | | | | | 1 | 1 | | 1 | | Share capital | Share premium | reserve | reserve | realised | unrealised | reserve | Total | | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’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 capitalexpenditure — — — — (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 assetinvestments — — — — — (72,727) — (72,727) Loss on fair value of current assetinvestments — — — — — (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 toowners: 2 Share issue (includes DRIS) 1 256 — — — — — 257 Share issue costs — — — — — — — — Repurchase of own shares — — — — — — — — 2 Dividends paid (includes DRIS) — — — (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. Octopus Titan VCT plc — Annual report and financial statements 2025 79 | Statement of changes in equity | | | | |  | continued | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | Capital | Special | | | | | | | | | | redemption | distributable | Capital reserve | | Capital reserve | Revenue | | | | | | | | 1 | | 1 | | 1 | | | Share capital | Share premium | reserve | reserve | realised | | unrealised | reserve | Total | | | £’000 | £’000 | £’000 | £’000 | £’000 | | £’000 | £’000 | £’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 capitalexpenditure — — — — (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 assetinvestments — — — — — (136,894) — (136,894) Gain on fair value of current assetinvestments — — — — — 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 toowners: 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. 80 Octopus Titan VCT plc — Annual report and financial statements 2025 ## Cash flow statement | | Year to 31 December | | Year to 31 December | | | --- | --- | --- | --- | --- | | | 2025 | | 2024 | | | Notes | | £’000 | | £’000 | Reconciliation of loss to cash flows from operating activities 1 Loss before tax (90,535) (147,649) 2 (Increase)/decrease in debtors 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. Octopus Titan VCT plc — Annual report and financial statements 2025 81 ## Notes to the financial statements 1. Principal accounting policies Titan presents its Income Statement in a tri-columnar the period in which they occur. Accordingly, all interest format to give shareholders additional detail of the income, fee income, expenses and investment gains Titan is a Public Limited Company (plc) incorporated performance of Titan, split between items of a revenue and losses are attributable to assets designated as in England and Wales and its registered office is at 6th or capital nature as required by the SORP. being at fair value through profit or loss. Corporate Floor, 33 Holborn, London EC1N 2HT. bonds (part of current asset investments) are held at Titan has been approved as a Venture Capital Trust by The preparation of the financial statements requires fair value through profit or loss. HMRC under Section 259 ofthe Income Taxes Act 2007. management to make judgements and estimates that The shares of Titan were first admitted to the Official List affect the application of policies and reported amounts Investments are regularly reviewed to ensure that ofthe UK Listing Authority and trading on the London of assets, liabilities, income and expenses. Estimates and the fair values are appropriately stated. Quoted Stock Exchange on 28December2007 and can be found assumptions mainly relate to the fair valuation of the fixed investments are valued in accordance with the bid-price under the TIDM code OTV2. Titan is premium listed. asset investments, particularly unquoted investments. on the relevant date, unquoted investments are valued Estimates are based on historical experience and other in accordance with current IPEV valuation guidelines, The principal activity of Titan is to invest in a diversified assumptions that are considered reasonable under the although this does rely on subjective estimates such as portfolio of UK smaller companies in order to generate circumstances. The estimates and the assumptions are appropriate sector earnings or revenue-based multiples, capital growth over the long term as well as an under continuous review with particular attention paid to forecast results of portfolio companies, asset values of attractive tax-free dividend stream. the carrying value of the investments. subsidiary companies andliquidity or marketability of The financial statements are presented in GBP (£) to the the investments held. Capital valuation policies are those that are most nearest £’000. The functional currency is also GBP (£). important to the manifestation of Titan’s financial Although Titan believes that the assumptions Some accounting policies have been disclosed in the position and that require the application of subjective concerning the business environment and estimates of respective notes to the financial statements. and complex judgements, often as a result of the future cash flows are appropriate, changes in estimates Basis of preparation need to make estimates about the effects of matters and assumptions could require changes in the stated that are inherently uncertain and may change in values. This could lead to additional changes in fair The financial statements have been prepared on a going subsequent periods. The critical accounting policies value in the future. concern basis under the historical cost convention, except that are declared will not necessarily result in material for the measurement at fair value of certain financial Revenue and capital changes to the financial statements in any given period instruments, and in accordance with UK Generally but rather contain a potential for material change. The The revenue column of the Income Statement includes Accepted Accounting Practice (GAAP), including Financial main accounting and valuation policies used by Titan revenue income and revenue expenses. The capital Reporting Standard 102 – ‘The Financial Reporting are disclosed in the notes below. Whilst not all of the column includes changes in fair value of investments, Standard applicable in the United Kingdom and Republic significant accounting policies require subjective or as well as gains and losses on disposal and any capital of Ireland’ (FRS 102), and with the Companies Act 2006 complex judgements, Titan considers that the following dividends received. Gains and losses arising from and the Statement of Recommended Practice (SORP) accounting policies should be considered critical. changes in fair value of investments are recognised as ‘Financial Statements of Investment Trust Companies and part of the capital return within the Income Statement. Venture Capital Trusts (July 2022)’. Titan has designated all fixed asset investments as Investment management fees are split between being held at fair value through profit or loss in line The principal accounting policies have remained revenue (5%) and capital (95%) in line with the Board’s with the exemption under FRS 102 for investment unchanged from those set out in Titan’s 2024 annual expected long-term return in the form of income and companies, therefore all gains and losses arising from report and financial statements. A summary of the capital gains respectively from Titan’s investment investments held are taken to the Income Statement in principal accounting policies is set outin the notes. portfolio. 82 Octopus Titan VCT plc — Annual report and financial statements 2025 # Notes to the financial statements → continued ## 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 (MMN). The carrying 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 Note 15. The Board considers the distributable reserves and the total return for the period 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 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 and key sources of estimation uncertainty 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 exemption permitted 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 9.9(f)), 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). Octopus Titan VCT plc — Annual report and financial statements 2025 83 ## Notes to the financial statements  continued 2. Investment income The Portfolio Manager provides investment management services through agreements with Octopus AIF Management Limited and Titan. No compensation is payable if the Accounting policy agreement is terminated by either party, if the required notice period is given. Thefee Investment income includes interest earned on money market funds. payable, should insufficient notice be given, will be equal to the fee that would have Interest income on debt, corporate bonds and money market funds are been paid should continuousservice be provided, or the required notice period was recognised so as to reflect the effective interest rate, provided there is no given. Thebasis upon whichthe management fee is calculated is disclosed within reasonable doubt that payment will be received in due course. Note19 of the financialstatements. In the prior year, bond coupon income was presented within unrealised 4. Other expenses gains and losses in the Income Statement. With effect from the current year, the presentation has been revised to classify bond coupon income Accounting policy separately as investment income, as this more appropriately reflects its Other expenses are accounted for on an accruals basis and are charged nature. wholly to revenue. The transaction costs incurred when purchasing or selling assets are Disclosure written off to the Income Statement in the period that they occur. | | | Year to | | Year to | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 31 December | | 31 December | | | | | | | | | | | | | Year to | | Year to | | | | 2025 | | 2024 | | | | | | | | | | | 31 December | | 31 December | | | | | £’000 | | £’000 | | | | | | | | | | | | 2025 | | 2024 | | Money market funds 3,307 4,215 | | | | | | £’000 | | £’000 | 1 Bond coupon income 4,767 — Ongoing advisor charges and trail commission 1,742 2,111 Total investment income 8,074 4,215 1 Non-investment services fee 1,495 2,078 1. The bond coupon income for the prior year is disclosed within unrealised gains and losses in the Income 2 Professional fees 1,027 363 Statement. 3 Directors’ remuneration 288 263 3. Investment management fees Other fees 224 417 Accounting policy Audit fees 213 204 For the purposes of the revenue and capital columns in the Income Registrar’s fees 188 196 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 Directors and Officers (D&O) Insurance 124 117 income and capital gains respectively from Titan’s investment portfolio. Depository fees 85 187 Listing fees 78 136 Disclosure | Year to 31 December 2025 Year to 31 December 2024 | | | | | | Total 5,464 6,072 | | --- | --- | --- | --- | --- | --- | --- | | Revenue | Capital | Total | Revenue | Capital | Total | 1. Non-investment services fees were payable under the previous investment management arrangements up to | | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | 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 Investment management fee 750 14,253 15,003 954 18,125 19,079 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. 84 Octopus Titan VCT plc — Annual report and financial statements 2025 # Notes to the financial statements → continued ## 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 31 December 2025, the ongoing charges were 2.5% 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). The highest 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 in financial statements. ## 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 31 December 2025 (subject to completion of Titan's tax return) and are available 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 respect of 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 the revaluation or disposal of investment. Octopus Titan VCT plc — Annual report and financial statements 2025 85 ## Notes to the financial statements  continued 7. Dividends 8. Earnings per share Year to 31 December 2025 Year to 31 December 2024 Accounting policy Revenue Capital Total Revenue Capital Total Dividends payable are recognised as distributions in the financial Gain/(loss) attributable statements when Titan’sliability to make the payment has been to Ordinary 1,860 (92,395) (90,535) (2,811) (144,838) (147,649) established. This liability is established on therecord date, the date on shareholders (£’000) which those shareholders on the share register are entitled tothe dividend. Gain/(loss) per Ordinary 0.1p (5.6)p (5.5)p (0.2)p (8.8)p (9.0)p share Disclosure Year to Year to The total loss per share is based on 1,647,516,355 (2024: 1,644,900,726) Ordinary 31 December 31 December shares, being the weighted average number of Ordinary shares in issue during 2025 2024 theyear. £’000 £’000 Dividends paid in the year 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 Previous year’s second interim dividend – 0.5p thereforeidentical. (2024:1.9p) 8,236 31,876 Current year’s interim dividend – nil | (2024:1.2p) — 19,767 | 9. Net asset value per share | | | | | | --- | --- | --- | --- | --- | --- | | Total 8,236 51,643 | | 31 December | | 31 December | | | | | | 2025 | | 2024 | Net assets (£) 732,844,000 831,358,000 Dividends in respect of the year Ordinary shares in issue 1,647,726,059 1,647,212,355 Interim dividend – nil (2024: 1.2p) — 19,767 NAV per share (p) 44.5 50.5 Second interim dividend – nil (2024: 0.5p) — 8,236 Total — 28,003 The figures above include dividends elected to be reinvested through the DRIS. 86 Octopus Titan VCT plc — Annual report and financial statements 2025 ## Notes to the financial statements  continued 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 ofrecent transaction is used, the valuation is calibrated to a validmethodology. 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’squoted investments are included in Level 1. Level 2: Inputs for similar assets or liabilities other than the quoted prices included in Level1that are directly or indirectly observable, which exist for the duration of the period ofinvestment. 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 31December 2025. Octopus Titan VCT plc — Annual report and financial statements 2025 87 ## Notes to the financial statements  continued 10. Fixed asset investments continued companies have changed ownership, to the extent this information is publicly available; or Fair value hierarchy continued – calibration to the PRI validates the valuation techniques using All items held at fair value through profit or loss were designated as such upon initial contemporaneous market inputs and may be further adjusted to reflect the recognition. Movements in investments at fair value through profit or loss during the trading performance of the portfolio company versus expectations as at yearto31 December 2025 are summarised below and in Note 16. theinvestment date; The most critical estimates, assumptions and judgements relate to the determination (iii) premiums, to the extent that they are considered capital in nature, and that of the carrying value of investments at ‘fair value through profit and loss’ (FVTPL). they will be received upon repayment of loan stock investments, are accrued Allinvestmentsheld by Titan are classified as FVTPL and measured in accordance atfair value when Titan receives the right to the premium and when considered with the International Private Equity and Venture Capital Valuation (IPEV) guidelines, recoverable; as updated in December 2022. For investments actively traded on organised financial (iv) for investments in early or development stages, where there are no current or markets, fair value is generally determined by reference to stock exchange market short-term future revenues expected, the most appropriate valuation approach quoted bid prices at the close of business on the balance sheet date. to measure fair value may be based on calibrating the latest pricing round using qualitative milestones. These milestones provide a directional indication of the Unquoted investments are stated at fair value by the Directors at each measurement movement in fair value, which we have sensitised by a standardised percentage, date in accordance with appropriate valuation techniques, which are consistent with applied in 25% increments; and the IPEV guidelines: (v) where a number of discreet outcomes can be expected for an investment, a (i) the price of a recent investment (PRI), if resulting from an orderly transaction, is simplified probability-weighted expected return model may be used to determine assumed to represent fair value as of the transaction date. At every subsequent fair value. measurement date, the PRI may remain an appropriate indicator of fair value, Capital gains and losses on investments, whether realised or unrealised, are dealt with however as its validity is eroded over time, adequate consideration will be given to in the profit and loss and capital reserves (realised and unrealised), and movements the current facts and circumstances, including, but not limited to, changes in the in the period are shown in the Income Statement. All figures are shown net of any market or changes in the performance of the portfolio company. This may result in applicable transaction costs incurred by Titan. All investments are initially recognised calibrating the PRI to account for the aforementioned factors. Where necessary, we at transaction price and subsequently measured at fair value. Changes in fair value may rely on PRI for certain investments where other valuation methodologies may are recognised in the Income Statement. 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 A key judgement made in applying the above Accounting policy relates to is appropriate; investments that are permanently written off. Where the value of an investment (ii) where a recent transaction is not deemed to be representative of fair value, a has fallen permanently below the price of recent investment, the loss is treated as a market approach may be considered. This technique involves the application realised loss, even though the investment is still held. The Board assesses the portfolio of an appropriate multiple to a performance measure (typically revenue, but for such investments and, after agreement with the Portfolio Manager, will agree the potentially also EBITDA (Earnings Before Interest, Taxes, Depreciation and values that represent the extent to which an investment loss has become realised. Amortisation)) in order to derive the value of the business: Thisisbased upon an assessment of objective evidence of that investment’s future – prospects, todetermine whether there is potential for the investment to recover appropriate multiples will usually be derived by reference to a peer group invalue. of current market-based multiples, as reflected in market valuations of comparable quoted companies or the price at which comparable 88 Octopus Titan VCT plc — Annual report and financial statements 2025 ## Notes to the financial statements  continued 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 | | | | Percentage of companies | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | valued by approach | | | | | valued by approach Fair value | | | | | | | | | Sensitivity impact | | | | | | | 31 December | | | 31 December | | 31 December | | | 31 December | | 31 December | | 31 December | | 31 December | | | 31 December | | | | Inputs to be | | | 2025 | | 2024 | | | 2025 | | 2024 | | 2025 | | 2024 | | | 2025 | | 2024 | | Valuation basis / methodology | sensitised | | | | | | | | | | | | £m | | £m | | | £m | | £m | Calibrated Price of Recent n/a 28 24 22% 17% 137.6 106.2 n/a n/a 1 Investment | Market Approach – revenue | Market multiple | | | | | | --- | --- | --- | --- | --- | --- | | | | | 28 | 30 22% 22% 314.2 | 341.3 23.2 / (25.6) 34.1 / (34.1) | | multiple | | ±10% | | | | Probability-weighted n/a 23 33 18% 24% 74.6 100.2 n/a n/a 2 approach ±25% milestone Milestone approach 16 25 12% 18% 46.9 91.0 12.1 / (13.5) 20.4 / (30.1) achievement 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. Octopus Titan VCT plc — Annual report and financial statements 2025 89 ## Notes to the financial statements  continued 10. Fixed asset investments continued 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 | Disclosure | | | | | | | valuation methodologies which notably extrapolate from observable market data | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Movements in investments at fair value through profit or loss during the year to | | | | | | | for comparable assets. Thesensitivity of these valuations to a reasonable possible | | | | | | 31December 2025 are summarised as follows: | | | | | | | change in such assumptions isgiven in Note 16. | | | | | | | Level 1: | | Level 3: | | | | Movements in investments at fair value through profit or loss during the previous | | | | | | | | Quoted | | Unquoted | | | period to 31 December 2024 are summarised as follows: | | | | | | | investments | | investments | | | Total | | | | | | | | | £’000 | | | £’000 | £’000 | | Level 1: | | Level 3: | | | | | | | | | | | | Quoted | | Unquoted | Valuation and net book amount: | | | investments | | investments | | Total | | --- | --- | --- | --- | --- | --- | --- | | Book cost 12,195 727,769 739,964 | | | £’000 | | £’000 | £’000 | | Cumulative revaluation (11,704) (87,463) (99,167) | Valuation and net book amount: | | | | | | | Valuation at 1 January 2025 491 640,306 640,797 | Book cost 17,16 8 735,874 753,042 | | | | | | | Movement in the year: | Cumulative revaluation (16,158) 54,519 38,361 | | | | | | | Purchases at cost — 16,210 16,210 | Valuation at 1 January 2024 1,010 790,393 791,403 | | | | | | 1 Disposal proceeds (107) (5,536) (5,643) Movement in the year: 2 Loss on disposal of investments (384) (4,843) (5,227) Purchases at cost — 35,918 35,918 Revaluation of investments held at year-end — (72,727) (72,727) 1 Disposal proceeds (17) (54,797) (54,814) Valuation at 31 December 2025 — 573,410 573,410 2 (Loss)/gain on disposal of investments (46) 5,230 5,184 Book cost at 31 December 2025 — 689,561 689,561 Revaluation of investments held at year-end (456) (136,438) (136,894) Cumulative revaluation at 31December 2025 — (116,151) (116,151) Valuation at 31 December 2024 491 640,306 640,797 Valuation at 31 December 2025 — 573,410 573,410 Book cost at 31 December 2024 12,195 727,769 739,964 1. Total proceeds realised from exits during the year amounted to £5.6 million. This includes £4.9 million in Cumulative revaluation at 31December 2024 (11,704) (87,463) (99,167) cash proceeds received upon exit, £0.1 million of proceeds deferred to future years and £0.6 million of Valuation at 31 December 2024 491 640,306 640,797 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 1. Total proceeds realised from exits during the year amounted to £54.8 million. This includes £28.5 million in (loss)/gain on disposal of investments. 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. The investment portfolio is managed with capital growth as the primary focus. 2. Deferred proceeds have been revalued at year-end and a gain of £335,000 has been netted against the Theloan and equity investments are considered to be one instrument due to the legal (loss)/gain on disposal of investments. binding statedwithin the investment agreements and so they are combined in the table shownabove. 90 Octopus Titan VCT plc — Annual report and financial statements 2025 ## Notes to the financial statements  continued 10. Fixed asset investments continued The following disposals (including partial disposals) took place in the period to 31December 2024. Exits Total | The following disposals (including partial disposals) took place in the period to | | Area of | Year of | investment | | | --- | --- | --- | --- | --- | --- | | 31December 2025. | Name of | investment | first | cost | Date | | | company | focus | investment | £m Acquirer | of exit | Total 1 Area of Year of investment Cazoo Limited Consumer Jan-18 5.0 Listed Mar 24 Name of investment first cost Date Unmade Limited Deep tech May-19 3.8 High-Tech Apparel Apr-24 | company | | focus | investment | £m Acquirer | | | of exit | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | 4 | | | Positron Technologies | | | Antidote Technologies | | Health April 2013 8.3 | | | | 83Bar Mar-25 | | | | | | 1 | | | | | | | Limited | FinTech May-20 4.5 TaxFix Jun-24 | Limited (trading as Tax Scouts) 1 Trafi Limited Climate May 2018 3.0 Enghouse Systems Apr-25 1 Foodsteps Limited Climate Mar-22 1.7 Registrar Jul-24 December 2 Smiler BV Consumer 2.9 Secondaries Apr-25 Perk Finance S.L. 2022 FinTech Nov-22 4.8 Pluxee Sep-24 1 (trading as Cobee) August 1 4 3 2 The Faction Collective Consumer 4.7 – May-25 Vitesse PSP Limited FinTech Jun-20 1.3 Secondaries Oct-24 2012 1 2 Neat SAS FinTech Nov-22 0.4 Secondaries Oct-24 Smartkem Limited Deeptech July 2015 12.2 Listed Aug-25 1 3 Appear Here Limited Consumer Apr-17 8.5 – Oct-24 CurrencyFair Limited 5 Fintech March 2015 8.4 – Oct-25 (trading as Zai) Artesian Solutions Limited 4 B2B Software Dec-11 5.5 nCino Nov-24 1 (trading as FullCircl) Intrepid Owls Limited August Fintech 2.4 Just Group Oct-25 Invierno AB (trading as Rest-Less) 2018 FinTech Mar-22 1.8 Kaiko Dec-24 1 (trading as Vinter) Impatients N.V. (trading as January 2 Health 2.8 Secondaries Oct-25 MyTomorrows) 2017 Mosaic Smart Data FinTech Apr-19 4.0 Behavox Dec-24 Limited January 5 Memrise Inc. Consumer 5.1 – Dec-25 2018 1. These companies have also been invested in by other funds managed by Octopus. 2. Partial disposal. 1. These companies have also been invested in by other funds managed by Octopus. 3. A conversion of shares to deferred shares with no cash transferred. 2. Partial disposal. 4. £5.5 million is the investment cost, which reflects the amount invested into FullCircl from Titans 1-5 before the 3. A conversion of shares to deferred shares with no cash transferred. 2014 merger. This is different to the book cost of £6.4 million which includes the holdings gain when transferred 4. The amount shown represents the original investment cost, being the capital invested across Titans 1–5 prior from Titans 1, 3, 4 and 5 to Titan 2 ( now Titan ) during the 2014 merger, as Titan purchased this asset at fair value. 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. The company received £41.4 million from investments sold in the year. The book cost 5. Exit resulted from a restructuring in which Titan surrendered its shares and cancelled its loan. of these investments when they were purchased was £41.3 million. These investments The company received £5.0 million (2024: £41.4 million) from investments sold in the have been revalued over time and until they were sold any unrealised gains/losses year, and £0.6 million relating to investments sold in prior periods. The book cost of were included in the fair value of the investments. 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 At 31 December 2025, there were no commitments in respect of fixed asset gains/losses were included in the fair value of the investments. investments not yet completed (2024: none). Octopus Titan VCT plc — Annual report and financial statements 2025 91 # Notes to the financial statements → continued ## 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** | **7,044** | **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. The current 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 seven days. 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. 92 Octopus Titan VCT plc — Annual report and financial statements 2025 # Notes to the financial statements → continued ## 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** | **1,647,726** | **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, £75 million net). 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 £n4, representing 0.0% of the issued share capital at the year end (2024: £67,288 representing 0.0%). ## 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. Octopus Titan VCT plc — Annual report and financial statements 2025 93 # Notes to the financial statements → continued ## 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 profit or 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. The fair value of all other financial assets and liabilities is represented by their carrying value in the Balance Sheet. The Directors believe that the fair value of these assets held at the year end is equal to their book value. 94 Octopus Titan VCT plc — Annual report and financial statements 2025 ## Notes to the financial statements  continued 16. Financial instruments and risk management continued 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 In carrying on its investment activities, Titan is exposed to various types of risk associated £12.1million. Conversely, a decrease in the milestone adjustment of 25% would decrease with the financial instruments and markets in which it invests. The most significant types the net asset value by £13.5 million. 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 34% of net assets ( 43 % of portfolio value) is exposed to changes in the foreign exchange thenature and amount of the financial instruments heldat the balance sheet date. 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 Market risk decrease the portfolio value by £20.8 million. Conversely a decrease in the rate of 10% Titan’s strategy for managing investment risk is determined with regard to Titan’s would increase the portfolio value by £25.4 million. The 10% sensitivity used provides the investment objective, as outlined on page 5. The management of market risk is most meaningful impact of average foreign exchange rate changes across the portfolio. part of theinvestment management process and is a central feature of venture capital investment. Titan’s portfolio is managed in accordance with the policies and Interest rate risk procedures described in the Corporate Governance Statement on pages 51 and 52, Some of Titan’s financial assets are interest-bearing, of which some are at fixed rates considering the possible effects of adverse price movements, with the objective of and some variable. As a result, Titan is exposed to fair value interest rate risk due to maximising overall returns to shareholders. Investments in unquoted companies, by fluctuations in the prevailing levels of market interest rates. Fixed interest-bearing their nature, usually involve a higher degree of risk than investments in companies assets include fixed-rate investments in unquoted companies, detailed below, and quoted on a recognised stock exchange, though the risk can be mitigated to a corporate bonds valued at £77,809,000 at 31 December 2025 (2024: £94,207,000). certain extent by diversifying the portfolio across business sectors and asset classes. Theoverall disposition of Titan’s assets is regularly monitored by the Board. Fixed rate The table below summarises weighted average effective interest rates for the fixed 78.2 % (2024: 77.0%) by value of Titan’s net assets (100% of portfolio value) comprises interest-bearing financial instruments: 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 As at 31 December 2025 As at 31 December 2024 with similar characteristics, and other market derived valuations, and consequently Weighted Weighted the value of the unquoted element of the portfolio can be indirectly affected by | | | | | | Total | | | average | | Total | | | average | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | movements in the prices of quoted investments, such as those listed on the London | | | | fixed rate | | Weighted | | time for | fixed rate | | Weighted | | time for | | Stock Exchange. A 25% overall decrease in the valuation of the unquoted investments | | | | portfolio | | | average | which rate | portfolio | | average | | which rate | | at 31 December | 2025 | would have decreased net assets for the year by £ | 143,352,000 | by value | | | interest | is fixed | by value | | | interest | is fixed | | | | | | | £’000 | | rate % | (years) | | £’000 | | rate % | (years) | (2024: £160,076,000) and an equivalent change in the opposite direction would have increased net assets for the year by the same amount. Fixed rate investments in unquoted companies 7,984 14.90% 5.0 7,099 13.69% 5.0 43% of net assets (55% of portfolio value) is valued using revenue-based multiples, including PRI calibration. 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. 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 Octopus Titan VCT plc — Annual report and financial statements 2025 95 # 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 31 December 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 is the Bank of England base rate, which was 3.75% at 31 December 2025 (2024: 4.75%). The amounts held in floating 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 31 December 2025. By fair value, no individual investment exceeded 5.6% (2024: 5.4%) of Titan's net 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. 96 Octopus Titan VCT plc — Annual report and financial statements 2025 # Notes to the financial statements → continued ## 16. Financial instruments and risk management continued ### 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 of these 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 IFA commission of 0.5% of advised investors' gross NAV from Titan. IFA charges of £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 31 December 2025 (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 31 October 2018. Octopus Titan VCT plc — Annual report and financial statements 2025 97 # Notes to the financial statements → continued ## 19. Transactions with the Manager and Portfolio Manager continued 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 1 January 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 98 Octopus Titan VCT plc — Annual report and financial statements 2025 ## Notes to the financial statements  continued 20. Related party transactions continued 21. Voting rights and equity management and beneficial ownership of Company shares, will be announced to the market as The following table shows the percentage of voting rights held by Titan for each of the required by the UK Listing Rules and disclosed in annual and half-yearly reports. top ten investments held in Titan. Titan has no other substantial interests that require separate disclosure. 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 Investment name % equity held by Titan controlling interests inthose companies. Elliptic Enterprises Limited 10.0% Details of the Directors and their remuneration can be found in the Directors’ Mr & Mrs Oliver Limited (trading as Skin+Me) 20.6% Remuneration Report on pages 61 to 63. Many Group Limited (trading as Many Pets) 7.5% Amplience Limited 21.3% The Directors received the following dividends from Titan: Vitesse PSP Limited 9.8% Year to Year to Digital Therapeutics (trading as Pelago, formerly Quit Genius) 14.0% | 31 December | | | 31 December | | | | | --- | --- | --- | --- | --- | --- | --- | | | 2025 | | | 2024 | | vHive Tech Limited 19.0% | | | | £ | | | £ | | Permutive Inc. 17.2% Jane O'Riordan 573 4,766 Automata Technologies Limited 8.1% Tom Leader (Chair) 241 1,464 Token.IO Limited 13.3% Lord Rockley 395 2,406 Gaenor Bagley 121 738 Julie Nahid Rahman 22 138 Rupert Dickinson — — 1,352 9,512 Octopus Titan VCT plc — Annual report and financial statements 2025 99 ## Notes to the financial statements  continued 21. Voting rights and equity management continued At 31 December 2025, the Company held significant investments, amounting to 20% ormore of the equity capital of an undertaking, in the following companies: | | | | | Investment in | | | | Total | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Equity investment | | | loan stock and | | investment | | | | | | | (Ordinary shares) | | preference shares | | | | (at cost) | | | % equity | | Significant investments Registered address | | £’000 | | | £’000 | | | £’000 | held by Titan | | 94 Solaris Avenue, Camana Bay, Grand Cayman, KY1- 1 Zenith Holding Company Limited 8,963 – 8,963 100.0% 1108, CAYMAN ISLANDS Iovox Limited 4-6 Canfield Place, London, NW6 3BT 7,206 – 7,206 29.4% Runway East Shoreditch, 52 Tabernacle Street, London, Seatfrog UK Holdings Limited 9,630 – 9,630 27.0% United Kingdom, EC2A 4NJ Uniplaces Limited 28 Tudor Street, London, England, EC4Y 0AY 2,832 6,659 9,491 26.8% East Side Business Park, Beach Road, Newhaven, Surrey NanoSystems Limited 6,918 – 6,918 26.8% England, BN9 0FB Sixth Floor Tower House, 10 Southampton Street, Amplience Limited 13,634 – 13,634 21.3% London, United Kingdom, WC2E 7HA 2 Eastbourne Terrace Floor 4, 2 Eastbourne Terrace, Mr & Mrs Oliver Limited (trading as Skin+Me) 11,500 – 11,500 20.6% London, England, W2 6LG Corporate Trust Center, 1209 Orange Street, City Of The Justice Platform Inc. (trading as Legl) – 7,325 7,325 20.1% Wilmington, County Of Newcastle 19801, United States 1. See Note 1 for further information on Titan’s relationship with Zenith Holding Company. 100 Octopus Titan VCT plc — Annual report and financial statements 2025 ## Investment portfolio (Unaudited) 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. Amount invested for the year ended Investment cost 31 December 2025 as at 31 December 2025 1 Fixed asset investments Sector (£'000) (£'000) 3 Permutive Inc. B2B Software — 18,994 Digital Therapeutics (trading as Pelago, formerly Quit Genius) Health — 17,868 3 XYZ Reality Limited Consumer — 15,299 3 Automata Technologies Limited Health 2,003 14,256 Amplience Limited B2B Software — 13,634 Orbital Express Launch Limited (trading as Orbex) Deep tech 1,250 13,298 3 Token.IO Limited FinTech 400 13,008 Ibex Medical Analytics Health — 11,785 Ometria Limited B2B Software — 11,510 3 Mr & Mrs Oliver Limited (trading as Skin+Me) Health — 11,500 3 Sofar Sounds Limited Consumer — 11,496 PLU&M Limited (trading as The Plum Guide) Consumer — 11,050 3 Many Group Limited (trading as Many Pets) FinTech — 9,978 3 Elliptic Enterprises Limited FinTech — 9,913 Seatfrog UK Holdings Limited Consumer — 9,630 3 Uniplaces Limited Consumer — 9,491 Codasip Deep Tech — 9,488 Flock Limited Fintech 3,000 9,160 Ori Biotech Limited Bio — 9,102 2 Zenith Holding Company Limited Consumer — 8,963 Vitesse PSP Limited FinTech — 8,802 3 Intropic Limited FinTech — 8,394 6 Papercup Technologies Limited Deep tech 1,525 8,325 Anikin Limited (trading as KatKin) Consumer — 8,166 3 AllTaster Limited (trading as Taster) Consumer — 8,127 vHive Tech Limited Deep tech — 8,020 3 Lapse Limited Consumer — 7,95 4 3 CoMind Technologies Limited Deep tech 750 7,875 Octopus Titan VCT plc — Annual report and financial statements 2025 101 ## Investment portfolio (Unaudited)  continued Amount invested for the year ended Investment cost 31 December 2025 as at 31 December 2025 1 Fixed asset investments Sector (£'000) (£'000) 3 Biofidelity Limited 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 3 Iovox Limited B2B Software — 7,206 3 Bondaval Holdings Limited FinTech — 7,125 Sprout.ai Limited FinTech — 7,092 3 Tympa Health Technologies Limited Health — 6,930 3 Surrey NanoSystems Limited (trading as Vantablack) Deep tech — 6,918 Partly Group Limited Consumer — 6,769 3 Minoro Limited (trading as Kleene.ai) B2B Software — 6,724 Overture Life, Inc. Health — 6,534 3 Chiaro Technology Limited (trading as Elvie) Health — 6,417 Olio Exchange Limited Climate — 6,000 3 Origami Energy Limited Climate — 5,947 Haiper Limited Consumer — 5,863 3 Messier 31 Inc. (trading as Pngme) FinTech — 5,429 Quantum Motion Technologies Limited Deep tech — 5,149 5 Taxfix Limited FinTech — 5,117 3 Lifescore Music Limited Deep tech — 5,100 3 Remofirst, Inc. FinTech — 4,977 3 Michelson Diagnostics Limited Health — 4,795 HelloSelf Limited Health — 4,756 Dogtooth Technologies Limited Deep tech — 4,739 Slamcore Limited Deep tech 750 4,625 3 Raylo Group Limited Climate — 4,500 ThoughtRiver Limited Deep tech — 4,500 3 Inflow Holdings Inc. Health — 4,500 Arena Online Limited Consumer — 4,472 3 Unlikely Artificial Intelligence Limited Deep Tech 506 4,289 102 Octopus Titan VCT plc — Annual report and financial statements 2025 ## Investment portfolio (Unaudited)  continued Amount invested for the year ended Investment cost 31 December 2025 as at 31 December 2025 1 Fixed asset investments Sector (£'000) (£'000) 4 Secret Escapes Limited Consumer — 4,256 3 Infinitopes Limited Bio 1,252 4,256 3 Tatum Blockchain Services s.r.o. FinTech — 4,190 CRED AI Inc. B2B Software — 4,000 3 Vira Health Limited Health — 3,996 3 LabGenius Limited Bio 1,296 3,887 3 Living Optics Limited Deep tech — 3,819 AA Realisations Limited Deep tech — 3,800 3 Ourotech Limited (trading as Pear Bio) Bio — 3,755 3 Merge Holdings Limited FinTech — 3,740 3 Medisafe Project Limited Health — 3,664 3 Puraffinity Limited Climate — 3,617 3 Orca Computing Limited Deep tech — 3,500 3 Nanosyrinx Limited Bio — 3,500 Inrupt Inc. FinTech — 3,495 3 HURR Limited Climate — 3,174 3 Ecrebo Limited B2B Software — 2,857 3 Bloom App Limited Consumer — 2,857 3 Metrasens Limited Deep tech — 2,819 3 Apheris AI GmbH B2B Software — 2,769 3 Correcto ESP, S.L. Consumer — 2,765 3 Swiipr Technologies Limited FinTech — 2,608 3 Impatients N.V. (trading as MyTomorrows) Health — 2,571 3 Forefront RF Limited Deep tech — 2,559 3 CellVoyant Technology Limited Bio — 2,488 Caprera Limited (trading as Collectiv Food) Climate — 2,471 3 ExpressionEdits Ltd Bio — 2,448 3 Walking on Earth Ltd Consumer 250 2,408 3 Intrinsic Semiconductor Technologies Limited Deep tech 750 2,391 Octopus Titan VCT plc — Annual report and financial statements 2025 103 # Investment portfolio (Unaudited) → continued | Fixed asset investments | Sector | Amount invested for the year ended 31 December 2025 (€'000) | Investment cost as at 31 December 2025 (€'000) | | --- | --- | --- | --- | | Oniki Inc. | Consumer | — | 2,375 | | Elo Health Inc.^{1} | Health | — | 2,344 | | OurCol Ltd^{1} | Consumer | — | 2,340 | | Streetbees.com Limited^{1} | B2B Software | — | 2,229 | | Total Food Control Limited (trading as Lollipop)^{1} | Consumer | — | 2,125 | | Touchlab Limited^{1} | Deep tech | — | 2,125 | | Menwell Limited (trading as Manual)^{1} | Health | — | 2,114 | | Manantial Limited (trading as Velaris)^{1} | B2B Software | — | 2,040 | | Colonia Technologies | B2B Software | — | 2,020 | | Uniq Health Limited (trading as Tuune) | Health | — | 1,900 | | Drift Energy Ltd^{1} | Climate | — | 1,863 | | Go Autonomous ApS | B2B Software | — | 1,845 | | Sidekick Money Limited^{1} | FinTech | — | 1,741 | | Awell Health BV^{1} | Health | — | 1,725 | | Phlux Technology Limited^{1} | Deep tech | 750 | 1,687 | | Uforia Limited^{1} | Health | — | 1,664 | | Pencil Biosciences Limited^{1} | Bio | — | 1,557 | | Mojo Men Limited^{1} | Health | — | 1,525 | | Segura Systems Limited^{1} | B2B Software | — | 1,470 | | Pivotal Future Limited^{1} | Climate | — | 1,430 | | Minimum Corporation^{1} | Climate | — | 1,393 | | Ribbon Technologies Limited^{1} | Consumer | — | 1,351 | | Pulse Platform UK Limited (previously Aire Labs Limited) | FinTech | — | 1,332 | | Kito Earth Limited^{1} | Climate | — | 1,289 | | Otis Health Inc.^{1} | Health | — | 1,286 | | Multiply AI Limited | FinTech | — | 1,283 | | Bkwai Limited^{1} | Deep tech | — | 1,275 | | I.F. Technology Limited (trading as Integrated Finance)^{1} | FinTech | — | 1,275 | | Mindset Technologies Limited (trading as Mindstep)^{1} | Health | — | 1,258 | 104 Octopus Titan VCT plc — Annual report and financial statements 2025 # Investment portfolio (Unaudited) → continued | Fixed asset investments | Sector | Amount invested for the year ended 31 December 2025 (€'000) | Investment cost as at 31 December 2025 (€'000) | | --- | --- | --- | --- | | PSP Registrar Delaware Aggregator, LLC | B2B Software | — | 1,196 | | Smiler BV^{1} | Consumer | — | 1,172 | | Little Journey Limited^{1} | Health | — | 1,169 | | Anonic Technology Limited^{1} | FinTech | — | 1,151 | | Challenger Deep (trading as KAIKO) | FinTech | — | 1,082 | | Perci Health Limited^{1} | Health | — | 1,078 | | Neat SAS^{1} | FinTech | — | 1,070 | | Seofix GmbH^{1} | B2B Software | — | 1,013 | | Avione Saving & Investment Limited (trading as Belong)^{1} | FinTech | — | 850 | | TYTN (trading as Doubleword AI)^{1} | Deep tech | — | 840 | | AgileRL Limited | B2B Software | — | 749 | | Vypercore Limited^{1} | Deep tech | — | 703 | | Metris Energy, Inc.^{1} | Climate | 240 | 665 | | MID Networks^{1} | 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. Octopus Titan VCT plc — Annual report and financial statements 2025 105 # 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. 106 Octopus Titan VCT plc — Annual report and financial statements 2025 # Shareholder information and contact details → continued ## 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 | 97.3p | | 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 | 97.0p | 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 | Octopus Titan VCT plc — Annual report and financial statements 2025 107 # Shareholder information and contact details → continued # Dividends continued 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. 108 Octopus Titan VCT plc — Annual report and financial statements 2025 ## Shareholder information and contact details  continued Other information for shareholders Warning to shareholders Shareholders can obtain a full copy of Titan’s annual report as well as previously Many companies are aware that their shareholders have received unsolicited phone published annual reports and half-yearly reports on the Octopus website at calls or correspondence concerning investment matters. These are typically from octopustitanvct.com. 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 All other statutory information can also be found here. 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 Electronic communications reports. We also publish reports and accounts and all other correspondence electronically. This Please note that it is very unlikely that either Octopus or Titan’s registrar would make cuts the cost of printing and reduces the impact on the environment. If, in future, you unsolicited telephone calls to shareholders and that any such calls would relate only would prefer to receive an email telling you a report is available to view or to receive to official documentation already circulated to shareholders and never in respect of documents by email please contact Octopus on 0800 316 2295 or Computershare on investment advice. 0370 703 6324. Alternatively you can sign up to receive e-communications via the Computershare Investor Centre at: www-uk.computershare.com/investor/. 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. Octopus Titan VCT plc — Annual report and financial statements 2025 109 # Glossary of terms ## Alternative performance measure (APM) A financial measure of historical or future financial performance, financial position, or cash flows, 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 as APMs. ## 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 Titan divided 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 in Note 4 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 reporting date. ## Total value per share (APM) Total value per share is calculated as NAV plus cumulative dividends paid since launch. 110 Octopus Titan VCT plc — Annual report and financial statements 2025 # 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) 213800A67/KGG6PVYW75 # 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 Shoasmiths 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 Octopus Titan VCT plc — Annual report and financial statements 2025 111 # Notice of Annual General Meeting Notice is hereby given that the AOM of Octopus Titan VCT plc will be held at 33 Holborn, 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 be proposed as Ordinary Resolutions and Resolutions 12 to 14 will be proposed as Special Resolutions: ## 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 Gsenor 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 411,951,515 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 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. ### 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). 112 Octopus Titan VCT plc — Annual report and financial statements 2025 # Notice of Annual General Meeting → continued ## 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 Octopus Titan VCT plc — Annual report and financial statements 2025 113 ## Notice of Annual General Meeting  continued Notes: 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) A member entitled to attend and vote at the AGM may appoint one or more (a) of the Uncertificated Securities Regulations 2001. proxies to attend and vote on his or her behalf. A proxy need not be a member. e) Any person receiving a copy of the Notice as a person nominated by a member b) Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to enjoy information rights under Section 146 of the Companies Act 2006 (a to attend and vote at the meeting and the number of votes which may be cast thereat ‘Nominated Person’) should be aware that the provisions in Notes (a) and (b) above will be determined by reference to the Register of Members of the Company at close of concerning the appointment of a proxy or proxies to attend the meeting in place business on the day which is two days before the day of the meeting. Changes to entries of a member, do not apply to a Nominated Person as only shareholders have the on the Register of Members after that time shall be disregarded in determining the right to appoint a proxy. However, a Nominated Person may have a right under an rights of any person to attend and vote at the meeting. agreement between the Nominated Person and the member by whom he or she c) A form of proxy is enclosed which, to be effective, must be completed and was nominated to be appointed, or to have someone else appointed, as a proxy delivered to the registrars of the Company, Computershare Investor Services for the meeting. If a Nominated Person has no such proxy appointment right or PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY or alternatively, you does not wish to exercise it, he/she may have a right under such an agreement to may register your proxy electronically at www.investorcentre.co.uk/eproxy, in give instructions to the member as to the exercise of voting rights at the meeting. each case, so as to be received by no later than 48 hours (excluding non-working f) Section 319A of the Companies Act 2006 requires the Directors to answer any days) before the time the AGM is scheduled to begin. To vote electronically, you question raised at the AGM which relates to the business of the meeting although will be asked to provide your Control Number, Shareholder Reference Number and no answer need be given (a) if to do so would interfere unduly with the preparation PIN which are detailed on your proxy form. of the meeting or involve disclosure of confidential information; (b) if the answer Appointment of a proxy, or any CREST proxy instruction (as described in paragraph has already been given on the Company’s website; or (c) if it is undesirable in the (d) below) will not preclude a member from subsequently attending and voting at best interests of the Company or the good order of the meeting. the meeting should he or she choose to do so. This is the only acceptable means Questions from our shareholders in relation to the AGM can be sent via email to by which proxy instructions may be submitted electronically. TitanAGM@octopusinvestments.com. The Company may, however, elect to d) To appoint one or more proxies or to give an instruction to a proxy (whether provide answers to questions raised within a reasonable period of days after the previously appointed or otherwise) via the CREST system, CREST messages must conclusion of the AGM. be received by the issuer’s agent (ID number 3RA50) not later than 48 hours g) Members satisfying the thresholds in Section 527 of the Companies Act 2006 (excluding non-working days) before the time appointed for holding the meeting. can require the Company to publish a statement on its website setting out any For this purpose, the time of receipt will be taken to be the time (as determined by matter relating to (a) the audit of the Company’s accounts (including the auditor’s the time stamp generated by the CREST system) from which the issuer’s agent is report and the conduct of the audit) that are to be laid before the AGM; or (b) able to retrieve the message. After this time any change of instructions to a proxy any circumstances connected with an auditor of the Company ceasing to hold appointed through CREST should be communicated to the proxy by other means. office since the last AGM, that the members propose to raise at the meeting. CREST personal members or other CREST sponsored members, and those CREST The Company cannot require the members requesting the publication to pay its members who have appointed voting service provider(s) should contact their expenses. Any statement required to be placed on the website must also be sent CREST sponsor or voting service provider(s) for assistance with appointing proxies to the Company’s auditors no later than the time it makes its statement available via CREST. For further information on CREST procedures, limitations and system 114 Octopus Titan VCT plc — Annual report and financial statements 2025 ## Notice of Annual General Meeting  continued on the website. The business which may be dealt with at the meeting includes any j) As at 27 April 2026 (being the last practicable date prior to the publication of statement that the Company has been required to publish on its website. 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 h) Under Sections 338 and 338A of the Companies Act 2006, members meeting the 27April2026 are 1,647,726,059. 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 theCompanies 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. Octopus Titan VCT plc — Annual report and financial statements 2025 115 ## Find it fast ### Strategic report Financials Octopus Titan VCT plc Key financials 1 Directors’ responsibilities statement 69 ### Titan’s mission is to invest in | Chair’s statement 2 | Independent auditor’s report 70 | | | --- | --- | --- | | Titan’s objectives 5 | Income statement 77 | the people, ideas and industries | | How Titan works 6 | Balance sheet 78 | thatwillchange theworld. | | Portfolio Manager’s review 20 | Statement of changes in equity 79 | | ### Octopus Titan VCT plc (‘Titan’ or | Operating responsibly 32 | Cash flow statement 81 | | | --- | --- | --- | | Section 172 statement 37 | Notes to the financial statements 82 | the ‘Company’) is managed by | | Risks and risk management 42 | Investment portfolio 101 | Octopus AIF Management Limited | | Business review 46 | Shareholder information and contact details 106 | (the ‘Manager’), which has delegated | | | Glossary of terms 110 | investment management to Octopus | Directors and advisers 111 ### Governance Investments Limited (‘Octopus’ or Notice of Annual General Meeting 112 ### Board of Directors 49 ‘PortfolioManager’) via its investment ### Corporate governance report 51 team Octopus Ventures. Leadership and purpose 53 Division of responsibilities 54 ### Key dates Composition, succession and evaluation 55 Annual General Meeting 18 June 2026 Audit, risk and internal control 57 Half-year results to 30 June 2026 published September 2026 Management Engagement Committee 60 Directors’ remuneration report 61 Directors’ report 64 ## Octopus Titan VCT plc Octopus Titan VCT plc|Annual Report 2025 ## Annual report ## and financial ## statements 2025 | 0800 316 2295 | Octopus Investments | | --- | --- | | investorsupport@octopusinvestments.com | 33 Holborn | | octopusinvestments.com | London EC1N 2HT |