## Octopus Future ## Generations VCT plc Octopus Future Generations VCT plc|Annual Report 2024 ## Annual Report ## 2024 | 0800 316 2295 | Octopus Investments | | --- | --- | | investorsupport@octopusinvestments.com | 33 Holborn | | octopusinvestments.com | London EC1N 2HT | ## Octopus Future Generations VCT plc (‘Future Generations ## VCT’ or the‘Company’) is backing businesses that aim to ## addresssome of society’s biggest challenges, providing ## an opportunity for investorstoshare in the growth of ## ambitious, purpose‑driven companies. ## The Company is managed by Octopus AIF Management ## Limited (the ‘Manager’), which has delegated investment ## management to Octopus Investments Limited (‘Octopus’ ## or ‘Portfolio Manager’) via its investment team Octopus ## Ventures. ### Octopus Investments’ awards ## Find it fast | Strategic report | Financials | | --- | --- | | Chair’s statement 2 | Directors’ responsibilities statement 62 | | Investment themes 4 | Independent auditor’s report 63 | | How Future Generations VCT works 5 | Income statement 70 | | Portfolio Manager’s review 15 | Balance sheet 71 | | Operating responsibly 28 | Statement of changes in equity 72 | How Future Generations works | Section 172 statement 33 | Cash flow statement 74 | p.5 | | --- | --- | --- | | Risks and risk management 37 | Notes to the financial statements 75 | | | Business review 40 | Investment portfolio 89 | | Shareholder information and contact details 91 ### Governance Glossary of terms 93 Board of Directors 43 Notice of Annual General Meeting 94 Corporate governance report 44 Directors and advisers 98 Leadership and purpose 46 Division of responsibilities 47 Composition, succession and evaluation 48 Portfolio Manager’s review ### Key dates p.15 | Audit, risk and internal control 50 | Annual General Meeting 4 June 2025 | | --- | --- | | Management Engagement | Half-year results to | | Committee 53 | 30 June 2025 published September 2025 | Directors’ Remuneration report 54 Directors’ report 57 Financials p.62 # Chair's statement **I am pleased to present the financial report and audited accounts for the Company for the 18 months to 31 December 2024.** I would like to welcome all of our new shareholders to the Company. Future Generations VCT invests in exciting early-stage companies which aspire to address current environmental and societal issues. In 2023, the Board reviewed and approved a proposal to move the Company's year end from 30 June to 31 December. As a result, shareholders are receiving this annual report covering an extended 18-month period and will thereafter receive a half-year report as at June, and annual report and audited financial statements for the years ending December thereafter. The NAV per share at 31 December 2024 was 88.8p, which represents a net decrease of 5.5p per share from 30 June 2023. In the 18 months to 31 December 2024, we utilised £10.1 million of our cash resources, including £8.2 million which was invested into 16 new and follow-on opportunities. The cash balance of £20.1 million (excluding cash awaiting allotment) as at 31 December 2024 represents 42% of net assets at that date. The loss made in the period to 31 December 2024 was £2.9 million. This decline is reflective of some company specific performance challenges and the difficult funding conditions in the early-stage space which have led to downward movements in some valuations. Given the Company is still a relatively young VCT, many of its portfolio companies are at the beginning of their journey and will likely require further funding to succeed, so it is to be expected to see under performance or even failures before any growth in value of companies which are ultimately successful. The decline is also accentuated by the running costs of the Company exceeding returns from investments, which is to be anticipated at this stage. We look forward to deploying further capital into attractive new investment opportunities, and we ultimately intend the profile of the Company to comprise 80% to 90% in VCT qualifying investments and 10% to 20% in permitted non-VCT qualifying investments or cash. ## Fundraise We raised £3.6 million in the fundraise which closed on 31 October 2024. The 2023/2024 VCT fundraise market was highly competitive, ranking as the third highest on record with £882 million raised. In this environment, newer VCTs such as ours faced challenges in raising funds, as we compete with more established funds. On 3 February 2025, to further support the Company's growth, the Board launched an initial offer to raise up to £5 million. The offer closed for new applications on 1 April 2025 for the 2024/2025 tax year having successfully raised £5.0 million. As investors will be aware, the intention is to invest in businesses which meet one of three key themes, which we hope will demonstrate excellent investment prospects as well as having the potential to transform the world we live in for the better. These three themes are summarised on page 4. ## VCT status In November 2023, a ten-year extension was announced to the 'sunset clause' (a retirement date for the VCT scheme), meaning that VCT tax reliefs will be available until 5 April 2035. This extension passed through Parliament in February 2024 and on 3 September 2024 His Majesty's Treasury brought the extension into effect through The Finance Act 2024. ## Board of Directors As announced in the half-yearly report to 31 December 2023, Emma Davies announced her retirement from the Board of Directors with effect from 31 March 2024 and Ajay Chowdhury was appointed with effect from 1 March 2024 and was elected by shareholders at the Annual General Meeting (AGM) held in December. We are already benefiting from his extensive experience in the early-stage venture ecosystem. All the other Directors have indicated their willingness to remain on the Board and will be seeking re-election at the AGM. ## Portfolio Manager In September 2024, Octopus Titan VCT PLC, a fund which the Company has co-invested alongside to date, announced a review of strategy, due to the ongoing performance issues it has faced. This review (which benefits from independent external advice) is ongoing, and when concluded, the results will be shared ![img-0.jpeg](img-0.jpeg) 2 Octopus Future Generations VCT plc — Annual report and financial statements 2024 # Chair's statement → continued with the Board of the Company and via any public announcements that the Board of Octopus Titan VCT PLC may make. During this period, the investment team has prioritised much of its resource towards those portfolio companies which they believe have the potential to drive the greatest returns. This has affected your Company's investment rate into new opportunities. In the meantime, there have been a significant number of leavers from the broader Octopus Ventures team which invests capital from both the Company and other funds under management. Simon King, Octopus' Lead Fund Manager for Future Generations, has unfortunately resigned to pursue a new opportunity after 13 years with Octopus. He will continue to take an active role as Lead Fund Manager of the Company until late summer. I would like to take this opportunity to thank Simon for his contribution and to wish him well for the future. We will provide you with updates in due course regarding his potential successor. Erin Platts was appointed as new Chief Executive Officer (CEO) of Octopus Ventures in January 2025. Previously, she was CEO of HSBC Innovation Banking UK, formerly Silicon Valley Bank UK and worked at the heart of the UK and European tech ecosystem. Erin will be looking to scale the Octopus Ventures business, including ensuring there is appropriate investment and portfolio management resource to support the ongoing success of the Company. ## AGM The AGM will take place on 4 June 2025 from 10am and will be held at 33 Holborn, London EC1N 2HT. Full details of the business to be conducted at the AGM are given in the Notice of the AGM on pages 94 to 97. We will have a Portfolio Manager's update at the AGM, supported by a filmed update from the Portfolio Manager which will be available on the website at www.octopusinvestments.com/futuregenvct/. Shareholders' views are important, and the Board encourages shareholders to vote on the resolutions within the Notice of the AGM on pages 94 to 97 using the proxy form, or electronically at www.investorcentre.co.uk/eproxy. 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 In the 18-month reporting period, the sharpest decline in NAV was seen in the first half of 2024 with a 7.1% drop. This was reflective of some of the portfolio companies struggling to scale, secure customer wins and successfully fundraise, meaning they were not achieving the milestones set at the time the Company invested. With companies not able to prove their business models, we will unfortunately see some fail. The Board is mindful that such performance is not an unusual outcome for a VCT at this stage of its investment life cycle, with any failures likely preceding valuation growth which is usually expected once the portfolio matures. The portfolio has been operating in a volatile macro environment since the Company launched and global geo-political and economic pressures continue to hamper some of their growth plans. However, we are satisfied to see a stabilisation in the NAV, with the portfolio showing a positive return in the six months from June to December 2024. The Mergers and Acquisitions (M&A) environment has started to thaw with startups experiencing the highest annual M&A transaction levels since 2019. We are delighted to have been able to realise the Company's first full and partial exits in the reporting period, more of which can be read about on page 8. These exits within just three years of launch we hope provide validation of Future Generations VCT's investment strategy, demonstrating the ability of Octopus to identify and back high-potential companies while delivering early returns to the VCT and brings confidence that it is well positioned to generate long-term, sustainable value for shareholders. The long-term target is to pay an annual dividend of 5% of the NAV. However, given the expected holding period of target portfolio companies and restrictions imposed on VCTs, it is very unlikely that the Company will be able to pay dividends before 2026. During this time, any growth in value will increase the net asset value of the Company. Dividends are likely to be generated from successful exits, so the Company is unlikely to pay significant dividends until more portfolio companies have time to mature and realisations are secured. I would like to conclude by thanking both my Board colleagues and the Octopus team on behalf of all shareholders for their hard work. The Board's long-term view of early-stage venture capital remains positive, and I am looking forward to seeing what 2025 brings for your Company. **Helen Sinclair** Chair 28 April 2025 1 https://carto.com/uk/en/data/state-of-private-markets-q4-2024/#key-trends Octopus Future Generations VCT plc — Annual report and financial statements 2024 3 ## Investment themes Revitalising healthcare ## Portfolio value by investment theme Healthcare is essential. Future Generations The pie chart below illustrates Future Generations VCT’s investment focus by portfolio VCT is backing businesses movinghealth and value as a percentage. wellbeing forward. That could mean investing in entrepreneurs who areimproving lives through digital health solutions. Or it might mean supporting businesses helping people conquer addictions or creating software that will make healthcare services more efficient ## 20% andaccessible. Building a sustainable Empowering people planet Future Generations VCT is investing in ## 30% businesses that are reimagining the future of society. These companies could democratise Empowering education or financial services, disrupt the people food industry to stop people going hungry, or increase connectivity between people and protect their privacy online, driving innovations that will make the world a better and safer place. Building a sustainable planet As society moves to a low carbon economy, the way we produce and consume information, ## materials andenergy ischanging. Some of 50% the most exciting early-stage businesses are Revitalising helping to accelerate this transition. Businesses healthcare under this theme might be reducing carbon emissions, protectingecosystems, or creating a circular economy thatremoves waste. Read more about our investments on page 20 to 25 4 Octopus Future Generations VCT plc — Annual report and financial statements 2024 How Future Generations VCT works ## How Future Generations VCT works ## Future Generations VCT is backing businesses with the power ## totransform the world for the better by investing in companies ## that are revitalising healthcare, empowering people and ## building a sustainable planet. The team The opportunity The Company is managed by Octopus Ventures, We’re living in a period of unprecedented change. known for its expertise in identifying and supporting Entireindustries are transforming at an increasingly innovative businesses some of whom have grown to fastrate, and they need to. Society faces very real issues, become household names, including Depop, Skin+Me from inequality to the tremendous impact of climate and Zoopla. The team aims to invest in early-stage change. Businesses have a critical role to play insolving companies that offer the potential of returning these problems. significant multiples of the initial investment. Companies that understand what it means to make the The VCT benefits from the team’s rigorous investment world a better place have the potential to deliver some of process and specialist expertise in the sectors in which the best returns to investors over the coming decades. they invest. Octopus Ventures has historically engaged with thousands of potential investment opportunities The Company each year and go on to invest in only around 1% of these. Future Generations VCT is investing in companies This means they can be highly selective and once a which have the ambition and proposition to address potential investment has been assessed against the key these problems. It is investing in unquoted smaller investment criteria of their ability to scale and deliver companies armed with innovative technology, strong returns, it will then be reviewed against the three talentedmanagement teams and often in sectors investment themes. primefor disruption. Octopus Future Generations VCT plc — Annual report and financial statements 2024 5 How Future Generations VCT works ## Investment strategy What and who Future Generations VCT invests in: ### 1 2 3 4 5 ### Alignment with ### Talented and Big market Innovative Rapid pace ### one of the three ### ambitious teams opportunity technology of growth ### investment themes As an investment team, this means: | 8-10 | 20% | Return | £100,000 | Invest | | --- | --- | --- | --- | --- | | Typical number of new | Targeted initial equity | Significant multiples on | | | | | | | to £10m | further | | early-stage investments | stake across all Octopus | initial investment | | | | per year | Ventures mandates | | Initial investment | Where returns | can be enhanced 6 Octopus Future Generations VCT plc — Annual report and financial statements 2024 How Future Generations VCT works ## Spotlight on investment themes The portfolio is comprised of early-stage companies that the Company believes have the power to transform the world in which we live. Below are some examples across the three investment themes of the positive contribution the portfolio companies have already made on society and the environment, even at such an early point in their own growth story: Revitalising healthcare Empowering people Building a sustainable planet Skin+Me Secfix Drift Energy Direct to consumer, personalised skin care. Automates the preparation for, and the ongoing Designing sailing vessels and routing algorithms maintenance of, IT compliance certifications. required to capture deep water wind energy ### Over one million customers and convert it into onboard hydrogen gas for have been treated since inception. ### 44% increase transportation back to shore. in Software as a Service (SaaS) subscriptions from ### Ufonia 2023 to 2024. Building the world’s first net positive ship. An AI-led automated phone call platform which replaces high-volume, low complexity medical Apheris Kita Earth appointments in public and private health. An end-to-end federated learning platform enabling A carbon credit insurance company. data scientists to conduct analysis over sensitive ### 54% increase ### data without compromising the privacy or security Twice nominated in the number of patients contacted of the data subjects. for the Earthshot Prize 2023, in the category from 2023 to 2024. of Fix Our Climate. ### Powered the AI structural Inflow ### biology consortium to help Metris Energy A digital therapeutic company addressing the accelerate drug discovery. A platform that allows landlords of multi-unit needs of those with Attention Deficit Hyperactivity buildings to monetise modular renewable energy Disorder (ADHD). projects through a single billing platform to charge Phlux tenants. | 46% increase | Enables high performance, scalable Light detection | | | | --- | --- | --- | --- | | in active paying members going through Inflow’s | and ranging (LiDar). This type of data can be used | Its software is designed to facilitate and accelerate | | | ADHD program from 2023 to 2024. | for a wide range of applications. | | | | | | the | adoption of on-site solar. | ### 1,100 products sold in 2024, up from zero in 2023. Octopus Future Generations VCT plc — Annual report and financial statements 2024 7 How Future Generations VCT works # Spotlight on exits ## The next step in the growth story As demonstrated on the previous page, a significant portion of our 36-strong portfolio is in the early stages of development, aiming to scale, refine their products, and secure initial customer wins. Nevertheless, we are pleased to have already realised value for our shareholders. This success is attributed to our strategy of investing across various themes and stages. By acquiring stakes in pre-revenue, early-stage, and revenue-generating businesses, we can realise value more quickly from some companies. The Octopus Ventures team helps portfolio companies to grow and scale, with a view to maximising value for our shareholders and achieving successful exits. Such exits enable the Company to realise the growth that the portfolio companies have achieved over its investment lifespan. The two exits combined deliver the Company a return of 1.5x, including contingent deferred proceeds¹. Here's a closer look at how the exits broke down: cobee ### Initial investment: October 2022 Cobee, founded in 2019, is an innovative employee benefits platform that simplifies the management and distribution of benefits for employers and employees alike. By consolidating benefits schemes into a single platform, Cobee automates administrative tasks for HR departments while providing employees with real-time insights and flexibility through a unified card for managing their benefits. In November 2024, Cobee was acquired by Pluxe, a global leader in employee benefits and engagement operating in 31 countries with over 5,000 employees. Pluxe is uniquely positioned to support Cobee's continued growth. Cobee's founders were enthusiastic about the deal, citing Pluxe's strategic alignment and potential to accelerate international expansion. neat ### Initial investment: November 2022 Neat is a subscription-based insurance platform that gives merchants the ability to provide lifetime insurance bundles to customers at highly competitive rates. The platform is simple and scalable, allowing seamless integration without technical expertise. Its application allows them to offer this service to their customers with tailored offers. Its mission is to promote more sustainable consumption through its services, as protecting products extends their lifespan and therefore reduces their environmental impact, promoting repair and reconditioning. Neat announced the completion of its €50 million Series A funding round in September 2024. As part of the fundraise, Octopus sold a portion of the Company's shares and is excited to also maintain a holding in the company and support its growth journey. Neat offers over 40 products in more than ten industries. With over 1,500 distribution partners, Neat has sold more than one million insurance products. ¹ 6f% of contingent deferred consideration paid in full in 2025, the remainder is anticipated between 2025 and 2027. 8 Octopus Future Generations VCT plc — Annual report and financial statements 2024 How Future Generations VCT works ## Creating value ## How Future Generations VCT creates value for shareholders See data on the What makes Future Generations VCT What the Octopus Ventures team do three investment different themes 1. How Octopus Ventures finds portfolio companies page 4 Octopus and The Octopus Ventures team 1. Active network management and deal monitoring Octopus is the largest VCT manager in the UK by assets 2. Proprietary technology used to support deal sourcing under management. It launched its first VCT in 2002. The Octopus Ventures team can back companies through 3. Historically thousands of potential investment multiple funding rounds. This is hugely valuable and opportunities reviewed attractive for entrepreneurs looking for a partner who can 4. Typically resulting in 8 – 10 new investments per year support their long-term growth ambitions. 2. Ongoing support Nurturing talent The Octopus Ventures team works with the portfolio Read about The investment team is supported by a dedicated People companies it backs to make their success more likely, some portfolio and Talent team. They offer direct support, expertise and whether that’s taking a board seat, helping them casestudies access to programmes and platforms to help the investee expandoverseas or introducing them to the dedicated company management teams scale their businesses pages 20 to 21 Talent team. which can be transformative. This can offer a compelling competitive advantage when Octopus Ventures is looking to 3. Mitigating risk secure the chance to invest in the best smaller companies in Future Generations VCT looks to mitigate risk through themarket. building a portfolio of companies across a diverse range of sectors, business models and investment stages and looks to take a material initial equity stake in the business. Review the VCT‘s risks and risk managementsection pages 37 to 39 Octopus Future Generations VCT plc — Annual report and financial statements 2024 9 How Future Generations VCT works ## What’s in a share? ## By owning shares in Future Generations VCT you gain access to a portfolio of36 early-stage ## companies with high-growth potential operating across a diverse range of sectors. The NAV is the combined value of all the assets owned by Future Generations VCT after deducting the value of its liabilities. The NAV is comprised of different elements, as shown in the diagram. 56% is derived from the value of the underlying Top ten investments. 42% is held as highly liquid cash in the ### 32% bank and money market funds which are readily The value of the top ten investments available for investments. The upcoming pipeline asat 31 December 2024 of investments is closely monitored to make sure that there is always cash available forfunding companies. Other investments ## NAV ### 24% Value of the remaining portfolio ## breakdown investments as at 31 December 2024 Cash ### 42% Value of cash in bank and money Read more in the Financials market funds section on pages 70 to 88. Other ### 2% Value of debtors less creditors 10 Octopus Future Generations VCT plc — Annual report and financial statements 2024 How Future Generations VCT works ## Measuring our performance | Key Performance Indicators | ( KPIs | ) | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | 1 | | | 1 | | | | | 1 | NAV per share | | 2 | Total return per share | | As a VCT, Future Generations VCT’s objective is to provide shareholders with an attractive income and The NAV per share of Future Generations VCT is the sum Total return is calculated as movement in NAV per share in capital return by investing its funds in unquoted of the underlying assets less liabilities divided by the total the period plus dividends paid in the period, divided by the companies which meet the relevant criteriafor VCTs. number of shares in issue. Future Generations VCT’s target NAV per share at the beginning of the period. Total return The Board has identified four key performance measures is for the NAV to stay flat or increase as it expects to pay on the NAV enables shareholders to evaluate more clearly to assess Future Generations VCT success in meeting these out any capital growth as dividends. the performance of Future Generations VCT, as it reflects objectives. Some of these are classified as alternative the underlying value of the portfolio at the reporting date. performance measures ( APMs ) in line with Financial This is the most widely used measure of performance in Reporting Council ( FRC ) guidance. the VCT sector. 2023 2023 2024 ## 94.3p 2024 ## 94.3p ## 88.8p ## 2024 change 88.8p 2024 change ## -5.8% ## -5.8% Performance over the period Performance over the period The NAV per share has declined from 94.3p last year to The total return per share has decreased. This is driven by 88.8p. This decrease in valuation over the 18-month period the downward valuation movement of the portfolio. The has been driven by a tough funding environment within total return per share will be applicable in future periods. the early-stage investment sector, alongside performance issues specific to certain portfolio companies. Such outcomes are typical for a VCT in this phase of its investment cycle, where failures often precede eventual growth in valuations. The Octopus Ventures team remains committed to deploying capital into new opportunities while actively supporting other portfolio companies in For further details see the achieving their goals. Glossary of terms on page 93 1 ( ) These KPIs are defined as alternative performance measures APMs and are defined in more detail in the Glossary of terms on page 93. Octopus Future Generations VCT plc — Annual report and financial statements 2024 11 How Future Generations VCT works ## Measuring our performance Measuring our performance   continued continued 1 ### 3 Total ongoing charges 4 Qualifying % under VCT rules The ongoing charges ratio has been calculated using Future Generations VCT must comply with VCT legislation the AIC recommended methodology and excludes laid down by HMRC. A key requirement is to maintain at irrecoverable VAT, exceptional costs and trail commission. least an 80% qualification investment level. The target is The Company aims for this to be lower than 3.0%. for this to be 80-90%. In addition, at least 30% of all new funds raised will need to be invested in qualifying holdings within 12 months of the end of the accounting period in which the VCT issued the shares. 2023 2024 2024 2023 ## 3.0% 3.0% 96% ## 87% 2024 change 2024 change ## 0% 10% | Performance over the period | Performance over the period | | | | --- | --- | --- | --- | | The total ongoing charges were 3.0% as at 31 December | 96% | ( as measured by HMRC rules | ) by value of Future | | 2024. | Generations VCT’s investments has been represented | | | throughout the period by shares or securities comprised in Total ongoing charges are capped at 3.0% of net assets. qualifying holdings of Future Generations VCT. For the period to 31 December 2024, the ongoing charges exceeded this cap and a rebate was paid from the Future Generations VCT has continued to meet the Portfolio Manager for the amount of £39k. 80% qualification investment level. There continue to be sufficient investment opportunities to enable the Investment Manager to comply with these ratios. 1 ( ) These KPIs are defined as alternative performance measures APMs and are defined in more detail in the Glossary of terms on page 93. 12 Octopus Future Generations VCT plc — Annual report and financial statements 2024 How Future Generations VCT works ## Creating value for the long term Cash deployment The following graph shows Future Generations VCT's cash inflows and outflows during the period to demonstrate the movement from the opening to closing cash position: •] 35 1.4 30 5.4 (1.4) 25 3.1 20.3 20.1 20 (7.7) (0.5) (0.5) £’000 15 10 5 0 | | Cash as at | | Disposal | | Fundraise Money market | | Management | | | New | Follow-on | Other | | Cash as at | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | 1 | | | | | | | | | | | | | 1 | | | 30 June 2023 | | proceeds | | | funds income | | fees | investments | | investments | costs | 31 December 2024 | | | | Increase Decrease | | | | Total | | | | | | | | | | | | ¹ Cash is excluding Applications cash Octopus Future Generations VCT plc — Annual report and financial statements 2024 13 How Future Generations VCT works ## Creating value for the long term  continued NAV bridge The following graph shows Future Generations VCT's cash inflows and outflows during the period to demonstrate the movement from the opening to closing cash position: •] 120 8.0 100 94.3 2.5 2.6 88.8 (2.6) (14.6) (1.4) 80 60 40 20 £’000 0 | | NAV as at | Unrealised fixed | | Unrealised fixed | Realised gain on | Investment | Management fee | | Other | | NAV as at | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 30 June 2023 | asset investment | | asset investment | disposal of fixed | income | | running costs | | 31 December 2024 | | | | | valuation uplifts | valuation downgrades | | asset investments | | | | | | | | Increase Decrease | | | Total | | | | | | | | | 14 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## Portfolio Manager’s review ## At Octopus, our focus is on managing your investments and providing investors with clear and ## transparent communication. Our annual and half-yearly updates are designed to keep you ## informed about the progress of your investment. Focus on Future Generations VCT’s performance The NAV per share at 31 December 2024 was 88.8p, which represents a decrease in NAV of 5.5p per share versus a NAV of 94.3p per share as at 30 June 2023. The Company invests in three key areas that we believe demonstrate excellent investment prospects and have potential to transform our world for the better. Below is a breakdown of the 36 investments held as at 31 December 2024, showing the proportion and value of the portfolio in each investment theme: Proportion by number of portfolio companies in each theme Value of the portfolio in each theme £13.3m 53% £8.0m 28% £5.5m 19% Revitalising Empowering Building a sustainable Revitalising Empowering Building a sustainable healthcare people planet healthcare people planet Octopus Future Generations VCT plc — Annual report and financial statements 2024 15 ## Portfolio Manager’s review  continued The decline in valuation over the 18-month period has some cases, if a company is achieving its performance Disposals been in large part driven by the downward valuation milestones, the support offered could include further In September 2024, as part of a Series A funding round, movements across 11 companies which saw a collective funding, to ensure a business has the capital it needs Octopus sold a portion of the Company’s shares in Neat. decrease in valuation of £7.9 million. The businesses to execute on its strategy. At this early stage of the Then in November, Pluxee ( a global leader in employee which contributed most significantly to this were Company’s life cycle, it is to be anticipated that failures benefits ) acquired Cobee. The two exits combined offer Tympa Health, Pear Bio and Elo Health. Tympa Health will likely precede valuation growth, which takes longer the Company a return of 1.5x, including contingent over-invested in growth and had to make significant cost as the portfolio companies must achieve their agreed deferred proceeds – more can be read about these cuts and changes to senior management whilst running milestones and mature. disposals on page 8. a fundraise process. It has successfully concluded a Conversely, 12 companies saw an increase in unrealised further investment round, but at a reduced valuation valuation in the period, delivering a collective increase and the Company’s shareholding now sits behind a large in valuation of £4.4 million. These valuation increases preference stack, meaning that other investors get paid reflect businesses which have successfully concluded back first before the Company would see any returns. further funding rounds, grown revenues or met certain Pear Bio also had to significantly reduce its cash burn important milestones. Notable strong performers in the but has limited runway and needs to further fundraise, portfolio include Apheris and Manual, both of which so the valuation has been reduced to reflect the risk to have shown impressive capital efficient growth. More its future. Elo Health struggled to find a market fit and can be read about the top 10 investments on pages 23 to execute on the investment thesis, so to extend its cash 25. These strong performers demonstrate that there are runway it had to raise an investment round at a reduced opportunities available for companies to scale. valuation. These three valuation movements account for 86% of the total decline in the reporting period. The total The interest on Future Generation’s uninvested cash investment cost of these three companies was £7million. reserves was £1.4 million in the 18 months to 31 December 2024 ( 30 June 2023: gain of £0.4 million ) , driven by Octopus Ventures believes that some of the companies returns on money market funds. The Board’s objective which have seen decreased valuations in the 18 months for these investments is to generate sufficient returns have the potential to overcome the issues they face and through the cycle to cover costs, at limited risk to capital. get their growth plans back on track. We will continue to work with them to help them realise their ambitions. In 16 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## Portfolio Manager’s review  continued Overview of investments The Company completed 16 investments in the 18 months to 31 December 2024 ( comprising a total of £8.2 million ) and 4 further investments after the reporting date totalling £2.4million. More information on some of these businesses can be found below: A selection of our completed investments Revitalising Healthcare Empowering people Building a sustainable planet Pencil Biosciences is a gene editing technology Correcto is an AI writing and grammar tool for the Metris Energy has created a platform that allows platform. Spanish language. landlords of multi-unit buildings to monetise modular renewable energy projects through a single billing platform to charge tenants. Awell Health automates routine clinical tasks, Remofirst is an Employer of Record (EOR) and Drift is designing sailing vessels and routing algorithms synchronising data between systems and driving compliance platform that allows companies to hire required to capture deep water wind energy and seamless coordination between care teams and and pay employees globally. convert it into onboard hydrogen gas for transportation patients. back to shore using a fully integrated desalination, electrolysis and storage system. Cellvoyant is an artificial intelligence (AI) first Swiipr has developed a digital payments platform biotechnology company creating novel stem cell- specifically for the airline industry. based therapies for chronic diseases. Manual provides easy access to advice and medical support for diagnosis, custom treatment plans and holistic care to induce long-term behaviour change. Nanosyrinx has developed a targeted biologic therapeutic delivery platform (a nano-syringe). Octopus Future Generations VCT plc — Annual report and financial statements 2024 17 ## Q&A ## Portfolio Manager’s review  continued Q. How do you value a portfolio company? From this information, a member of the separate There are also more valuation checkpoints throughout Valuations team drafts the initial proposal. This the year in advance of allotments and other A. Future Generations VCT’s unquoted portfolio will highlight any material changes, key asset level share-related transactions, which means that the companies are valued in accordance with UK assumptions used and KPIs, and discuss portfolio portfolio’s valuation is reviewed to ensure NAV is fairly Generally Accepted Accounting Practice (UK company performance as well as the rationale represented prior to these corporate actions. GAAP) accounting standards and the International underpinning the selected valuation methodology. Private Equity and Venture Capital (IPEV) valuation As part of our continuous improvement processes, A peer review exercise then takes place, where the guidelines. we periodically review the actual realised value of proposals are challenged and reviewed. The peer our investments compared to their last holding value This means we value the portfolio at fair value, with all reviewer is an investment professional from the Fund and refine our valuation methodologies accordingly. companies being valued at least twice yearly, for our Manager (typically the Lead Fund Manager) who has This, combined with the high proportion of valuations half-year (June) and annual accounts (December). not been involved in preparing the valuations. that are based on the terms of further funding rounds This will then be reviewed and approved by the led by new external investors, firmly underpins the Q. What do you mean by ‘fair value’? Octopus Valuations Committee which comprises robustness of the valuation process. A. When we say fair value, we mean the price we individuals with appropriate expertise and experience expect people would be willing to buy or sell an in valuations. Those individuals are not involved in the asset for, assuming they understand the asset and investment decisions and as such can independently market conditions, are knowledgeable parties, act review and challenge. The Future Generations VCT independently, and that the transaction is carried out Board will then meet to discuss them in detail, revise under the normal course of business (i.e. is not rushed as necessary and ultimately approve them. and proper marketing has taken place). Q. Who values the portfolio, what is the process and what oversight is there to make sure this is right? A. The Octopus Investment Managers involved with the portfolio companies, either in the capacity of a Director or observer on the board, or the primary contact, will provide commentary including, but not limited to, recent developments with the portfolio and the wider market in which they operate, progress towards milestones, management team changes, board dynamics and technical progress. This is combined with the latest available financial accounts and budget provided by the portfolio Simon King company which will be summarised into Key Partner and Lead Fund Manager Performance Indicators (KPIs). for Future Generations VCT 18 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## Portfolio Manager’s review  continued Valuations The pie charts illustrate the split of valuation methodology ( shown as a percentage of portfolio value 18% and number of companies ) . ‘External price’ includes 24% valuations based on funding rounds that typically completed in the last 18 months to the period end or shortly after the period end, and exits of companies Multiples where terms have been agreed with an acquirer. Valuation ‘Multiples’ is predominantly used for valuations that are External price methodology based on a multiple of revenues for portfolio companies. by value Where there is uncertainty around the potential Scenario analysis 14% outcomes available to a company, a probability weighted ‘scenario analysis’ is considered. Milestone analysis For further information please see Note 9 of the financial 44% statements. 3 4 Multiples Valuation 10 methodology External price 12 by number of Scenario analysis companies Milestone analysis Write off 7 Octopus Future Generations VCT plc — Annual report and financial statements 2024 19 ## Portfolio Manager’s review  continued ## Portfolio case studies CoMind is building revolutionary brain sensing technologies. Passengers get quick, easy-to-use compensation, airlines save on processing costs while improving service. Their mission is to redefine the way the When flights are disrupted, compensating processes that are transparent and >250 subjects were measured in 2024. brain is measured and treated at every passengers is a hassle for both airlines and compliant with regulations. stage of care. One of the first applications Several devices are currently being used travellers. Swiipr’s platform simplifies this With over 500 million passengers affected by in hospitals for clinical trials. by automating payment verification and of CoMind’s core technology is in travel disruptions each year, simplifying the processing through a system designed measuring intracranial brain pressure using path to compensation has the potential to specifically for airlines. The company an adhesive sensor and advanced signal significantly improve customer satisfaction, provides passengers with virtual and processing. This will be a step change from build trust, and foster loyalty in the industry. physical prepaid cards, offering instant, the current standard of having to drill flexible spending compared to outdated | through the skull to measure intracranial | paper vouchers or slow payments. Swiipr | Only 1–2% of disrupted passengers currently | | --- | --- | --- | | pressure in patients impacted by | also supports airlines with solutions for | receive compensation. | | traumatic brain injury, stroke, and/or other | crew, operational, and crisis payments, | | Billions of dollars lost by passengers in neurocritical conditions. enabling fast, direct payouts to staff. outdated, inefficient pay-out processes Passengers get quick, easy-to-use every year. While other companies are trying to create compensation, airlines save on processing noninvasive technology in this sector, we Pay360 Payment Award winner: Best B2B costs while improving service, and retailers Programme and Best Customer Facing believe CoMind has a distinct competitive benefit from instant payment settlement. Experience at the 2024 awards. advantage. CoMind has developed an Swiipr also integrates with airline Customer advanced optical sensing technique Relationship Management systems, making it an essential partner for the industry. that has opened up new possibilities in monitoring brain health. Unlike existing Octopus Ventures is excited about Swiipr’s methods, CoMind’s technology is more travel-focused digital payments solution similar to the “LiDAR” ( Light Detection and its potential to revolutionise how and Ranging ) systems used in self-driving airlines handle pay-outs. Swiipr’s innovative cars. This allows CoMind’s devices to give product aims to transform compensation payments and speed up management a unique, detailed view of brain health, processes for airlines and beyond. By helping doctors deliver more personalised enabling digital payments, Swiipr seeks and targeted treatments to patients at to boost efficiency, enhance customer every stage of care. experiences, and provide automated 20 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## Portfolio Manager’s review  continued ## Portfolio case studies continued DRIFT aims to drive the clean energy transition worldwide with high- performance sailing vessels that harness deep ocean wind to produce green hydrogen at sea and deliver it globally. | It does this using a unique, AI-enabled vessel | €10 trillion: Goldman Sachs estimates | | --- | --- | | routing system that enables the vessels to | that the green hydrogen market could | | find and stay in optimum weather conditions. | reach €10trillion by 2050. | The growing demand for clean hydrogen to 24%: Bank of America predicts that clean accelerate the decarbonisation of sectors hydrogen could provide 24% of global such as heavy industry, transportation and energy needs by 2050. manufacturing is sparking innovation in the | sector. DRIFT’s solution is mobile, resilient and | COP 28 winner: DRIFT is a COP 28 award- | | --- | --- | | works outside of existing infrastructure. The | winning DeepTech company and winner | | company is developing renewable energy | of the Monaco Prize for Innovation in | Renewable Hydrogen and Transportation partnerships that will benefit coastal and 2024. island communities around the world. DRIFT is leading the way in developing a truly innovative new class of mobile renewable energy, building the world’s first net-positive ships and unlocking a new era of clean fuel generation capable of covering 70% of the globe. The company’s technology uniquely unlocks the planet’s greatest resource, overcoming supply challenges and enabling a fair and equitable clean energy transition. Octopus Future Generations VCT plc — Annual report and financial statements 2024 21 ## Portfolio Manager’s review  continued ## Top ## 10 Top 10 investments Investment Investment Valuation at Portfolio Here, we set out the cost and valuation of the top 10 theme cost 31 December 2024 holdings, which account for over 58% of the value of the portfolio. | | 1 | £2.6m | | | | £2.6m | | --- | --- | --- | --- | --- | --- | --- | | | 2 | £1.2m | | | £1.7m | | | | 3 | £1.6m | | | £1.6m | | | | 4 | £0.6m | | £1.5m | | | | | 5 | £0.5m | | £1.5m | | | | | 6 | £1.5m £1.5m | | | | | | | 7 | £0.9m | | £1.5m | | | | | 8 | £1.0m | | £1.4m | | | | | 9 | £0.9m | £1.2m | | | | | Key: | 10 | £0.8m | £1.0m | | | | Revitalising healthcare  Empowering people  Building a sustainable planet  22 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## Portfolio Manager’s review  continued 1 ## Top 10 investments in detail | 1 2 3 4 | HelloSelf Limited Remofirst, Inc. Infinitopes Ltd Neat SAS | | | | | --- | --- | --- | --- | --- | | A digital, personalised psychological | | Global payroll and compliance system for | Has built an antigen discovery platform | An embedded insurance platform that | | therapy and coaching platform. | | remote teams. | to develop cancer vaccines that provide | gives merchants the ability to provide | | | | | better treatment outcomes. | insurance bundles to their customers at a | competitive rate. www.helloself.com www.remofirst.com www.infinitopes.com mobility.neat.eu | Initial investment date: January 2023 | | Initial investment date: February 2024 | | Initial investment date: December 2022 | | Initial investment date: November 2022 | | | --- | --- | --- | --- | --- | --- | --- | --- | | Investment cost: £2.6m | | Investment cost: £1.2m | | Investment cost: £1.6m | | Investment cost: £0.6m | | | (2023: £2.6m) | | (2023: n/a) | | (2023: £1.6m) | | (2023: £0.8m) | | | Valuation: £2.6m | | Valuation: £1.7m | | Valuation: £1.6m | | Valuation: £1.5m | | | (2023: £2.6m) | | (2023: n/a) | | (2023: £1.6m) | | (2023: £0.8m) | | | | | | 2 | | | | 2 | | Last submitted 31 March 2024 | | Last submitted Not available | | Last submitted 31 December 2023 | | Last submitted Not available | | | accounts: | | accounts: | | accounts: | | accounts: | | | | 2 | | 2 | | 2 | | 2 | | Turnover: Not available | | Turnover: Not available | | Turnover: Not available | | Turnover: Not available | | | | 2 | | 2 | | 2 | | 2 | | (2023: Not available | ) | (2023: Not available | ) | (2023: Not available | ) | (2023: Not available | ) | | | 2 | | 2 | | 2 | | 2 | | Profit/(loss) before tax: Not available | | Profit/(loss) before tax: Not available | | Profit/(loss) before tax: Not available | | Profit/(loss) before tax: Not available | | | | 2 | | 2 | | 2 | | 2 | | (2023: Not available | ) | (2023: Not available | ) | (2023: Not available | ) | (2023: Not available | ) | | | | | 2 | | | | 2 | | Net assets: £(15.5)m | | Net assets: Not available | | Net assets: £9.3m | | Net assets: Not available | | | | | | 2 | | | | 2 | | (2023: £(9.8)m) | | (2023: Not available | ) | (2023: £8.1m) | | (2023: Not available | ) | | Valuation Calibration | | Valuation Last Round | | Valuation Last Round | | Valuation Last round | | | methodology: | | methodology: | | methodology: | | methodology: | | 1. These are numbers per latest public filings. More recent figures have not yet been disclosed. 2. Information not publicly available. Octopus Future Generations VCT plc — Annual report and financial statements 2024 23 ## Portfolio Manager’s review  continued 1 ## Top 10 investments in detail continued | | | | | | | | Menwell Limited | | | Mr & Mrs Oliver Ltd | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 5 6 7 8 | TYTN Ltd | ( t/a TitanML | ) | | Apheris AI GmbH | | | | | | | | | | | | | | | ( t/a Manual | ) | | ( t/a Skin + Me | ) | | An artificial intelligence company which | | | | An end-to-end federated learning platform | | Making high-quality healthcare more | | | A direct to consumer, personalised skin | | | | is developing a one-stop-shop for Natural | | | | enabling data scientists to conduct analysis | | accessible and stigma-free | | | care company. | | | | Language Processing AI Optimisation, | | | | over sensitive data without compromising | | . | | | | | | | allowing enterprises to generate value from | | | | the privacy or security of the data subjects. | | | | | | | | their data. | www.titanml.co | www.apheris.com | www.manual.co | www.skinandme.com | | --- | --- | --- | --- | | Initial investment date: February 2023 | Initial investment date: November 2022 | Initial investment date: May 2024 | Initial investment date: December 2022 | | Investment cost: £0.5m | Investment cost: £1.5m | Investment cost: £0.9m | Investment cost: £1.0m | | (2023: £0.5m) | (2023: £1.2m) | (2023: n/a) | (2023: £1.0m) | | Valuation: £1.5m | Valuation: £1.5m | Valuation: £1.5m | Valuation: £1.4m | | (2023: £0.5m) | (2023: £1.2m) | (2023: n/a) | (2023: £1.3m) | 2 | Last submitted 30 April 2024 | | Last submitted Not available | | Last submitted 31 December 2023 | Last submitted 31 August 2023 | | | --- | --- | --- | --- | --- | --- | --- | | accounts: | | accounts: | | accounts: | accounts: | | | | 2 | | 2 | | | | | Turnover: Not available | | Turnover: Not available | | Turnover: £54.7m | Turnover: £28.7m | | | | 2 | | 2 | | | | | (2023: Not available | ) | (2023: Not available | ) | (2023: £22.4m) | (2023: £14.3m) | | | | 2 | | 2 | | | | | Profit/(loss) before tax: Not available | | Profit/(loss) before tax: Not available | | Profit/(loss) before tax: £(7.9)m | Profit/(loss) before tax: £1.8m | | | | 2 | | 2 | | | | | (2023: Not available | ) | (2023: Not available | ) | (2023: £(10.6)m) | | (2023: £(3.3)m) | 2 Net assets: £1.5m Net assets: Not available Net assets: £11.8m Net assets: £12.8m 2 | (2023: £2.0m) | (2023: Not available | ) | (2023: £8.0m) | | (2023: £(0.7)m) | | --- | --- | --- | --- | --- | --- | | Valuation Last round | Valuation Last round | | Valuation Last round | Valuation Revenue Multiple | | | methodology: | methodology: | | methodology: | methodology: | | 1. These are numbers per latest public filings. More recent figures have not yet been disclosed. 2. Information not publicly available. 24 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## Portfolio Manager’s review  continued 1 ## Top 10 investments in detail continued Intrinsic Semiconductor ### 9 10 CoMind Technologies Ltd Technologies Ltd Solid state memory technology that is Development of non-invasive brain sensing simple to integrate and faster than current technology for monitoring of medical alternatives like Flash. conditions. | www.intrinsicsemi.com | | comind.io | | | --- | --- | --- | --- | | Initial investment date: December 2023 | | Initial investment date: November 2023 | | | Investment cost: £0.9m | | Investment cost: £0.8m | | | (2023: n/a) | | (2023: n/a) | | | Valuation: £1.2m | | Valuation: £1.0m | | | (2023: n/a) | | (2023: n/a) | | | Last submitted 31 December 2023 | | Last submitted 31 December 2023 | | | accounts: | | accounts: | | | | 2 | | 2 | | Turnover: Not available | | Turnover: Not available | | | | 2 | | 2 | | (2023: Not available | ) | (2023: Not available | ) | | | 2 | | 2 | | Profit/(loss) before tax: Not available | | Profit/(loss) before tax: Not available | | | | 2 | | 2 | | (2023: Not available | ) | (2023: Not available | ) | | Net assets: £4.0m | | Net assets: £ 17.1m | | | (2023: £5.5m) | | (2023: £4.1m) | | | Valuation Scenario Analysis | | Valuation Milestone Analysis | | | methodology: | | methodology: | | 1. These are numbers per latest public filings. More recent figures have not yet been disclosed. 2. Information not publicly available. Octopus Future Generations VCT plc — Annual report and financial statements 2024 25 ## Portfolio Manager’s review  continued ## Portfolio engagement As part of our strategy, we require portfolio companies to put in place a Diversity and Inclusion policy ( D&I ) and an Anti-Harassment policy. We also engage with each company to help them understand their greenhouse gas ( GHG ) emissions and support them to take action to minimise them. You can see how we are progressing with these goals below, as at the date of this report: Engaged in monitoring 2023 greenhouse D&I policy status 1 gas emissions ### 1 Engagement status of portfolio D&I policy status of ### companies with 16 ### 19 portfolio companies carbon accounting tool ## 100% Policy in place Signed up Introduced In progress ¹ As of 31 December 2024, only 2023 carbon emissions data was available. 26 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## Portfolio Manager’s review  continued Outlook This strategy of reinvesting into existing portfolio companies aims to increase the Company’s stake in Despite the declining NAV in the reporting period, we portfolio companies that have achieved market fit and are reassured to see an increase in the NAV per share of are scaling successfully, supporting its overall growth the fund in the last six months. This, combined with the plan. Along with further financial support, Octopus’ two profitable realisations in the period, is offering us resources are directed in the most impactful way, both early proof points of the Company’s investment strategy through Octopus-appointed non-executive Directors to deliver sustainable growth as it moves into its third or monitors on the boards and our in-house People and year of deployment. With a more diversified portfolio, in Talent team. This team works directly with the portfolio terms of both stage and sector, this also offers a clearer company management teams, offering training and path for the Company to enter a growth phase. recruitment support to ensure the best talent pool is As is to be expected at this stage in the Company’s being explored to help drive success. lifecycle, it has started to make its first follow-on We are excited to have the opportunity to continue to investments into portfolio companies which are scale the Company, support its ambition to make the achieving their agreed milestones and successfully world a better place for future generations, and hope to gaining new external lead funders. The Company made deliver attractive returns to shareholders. two follow-on investments in the reporting period and three after. Simon King Partner and Lead Fund Manager for Future Generations VCT Octopus Future Generations VCT plc — Annual report and financial statements 2024 27 ## 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. The Company has a policy in place, set by the Board, Octopus is an accredited B Corp and signatory to the to make sure Octopus Ventures considers responsible internationally recognised Principles for Responsible e r i a l a t i t y M investment ( RI ) within investment decisions, including Investment, demonstrating their commitment to of risks to environmental, social and governance risks. responsible investment and to creating a more investments sustainable financial system. Octopus Ventures is responsible for implementing the Company's RI policy. As the nature of responsible Operating responsibly framework investment and the wider business environment evolves, This framework considers: the policy will be reviewed and, if necessary, updated. The policy ensures Octopus Ventures follows a three‑step 1. Materiality of risks to investments: the materiality Operating approach to responsible investment. of sustainability issues in Titan’s underlying portfolio; responsibly R framework Please view the Company’s RI policy here: e 2. Mission: the mission of an investment; and s p Octopus Future Generations VCT plc Responsible n o | | 3. Responsibility: a portfolio company’s values, culture | | n | o | | --- | --- | --- | --- | --- | | Investment Policy | | | | i | | | | | s | s | | | | and behaviour. | i | i s | b i l M i t y Octopus Ventures is responsible for implementing the policy. As the nature of responsible investment, our Octopus is an accredited B Corp and signatory investors, and the wider business environment evolves, to the internationally recognised Principles for the policy will be reviewed and, if necessary, updated. Responsible Investment, demonstrating their commitment to responsible investment and to creating a more sustainable financial system. 28 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## Operating responsibly  continued Materiality of risks to investments Responsibility Environmental, social and governance risks of the The Company will not invest in any business whose Company's underlying portfolio are considered during activities or practices appear on the Octopus Ventures the investment process and any sustainability issues Exclusion List, which includes sectors such as tobacco, that could impact the financial performance of an arms, fossil fuels, gambling and deforestation. investment, are identified. To do this, a Responsible The team endeavours to ensure that all portfolio Investment Tool is used which utilises guidance from the ( ) companies: Sustainability Accounting Standards Board SASB to help identify and manage anyissues. • provide safe and healthy working conditions; Once identified, the investment team considers the • treat people fairly, irrespective of race, gender identity, exposure to these risks and engages directly with the sexual orientation, nationality, disability, political or portfolio companies to understand how appropriately religious beliefs; they are managing the risks. Given the nature of these • do not accept bribes; and tech‑enabled businesses, the most material risks • uphold high standards of business integrity at all times. identified include data security, data privacy, and recruiting and managing a global, diverse and skilled Octopus Investments has created an Engagement workforce. Tool which is sent to all portfolio companies to help the Octopus Ventures investment team understand Mission whether a portfolio company considers its wider Future Generations VCT invests in businesses that are stakeholders ( community, customers, people, planet and helping to build a sustainable planet, empower people, shareholders ) within decision‑making, and provides tools or revitalise healthcare. Whilst the Company doesn’t and guidance to help them adopt responsible practices. target specific sustainability goals or objectives, Octopus The Octopus Ventures team also collects data on Investments tracks the number, amount invested and diversity within the portfolio and actively works with value of companies in Future Generations VCT's portfolio portfolio companies to support talent management, that are aligned with these three investment themes. 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 Future Generations VCT plc — Annual report and financial statements 2024 29 ## Operating responsibly  continued Octopus Ventures’ initiatives Female diversity pledge: Greenhouse gases ( GHG ) : Octopus engages with all portfolio companies on their GHG and gives them access By 2025, 30% of all new founder pitches to the Octopus Ventures investment to appropriate complimentary tools to support their understanding of their carbon team should be businesses led or co‑led by a woman and by 2027, this will footprint. increase to 50%. Progress made | Progress made | | • | The long‑term goal is to reduce portfolio emissions to minimise climate‑related | | | | --- | --- | --- | --- | --- | --- | | | | | risks | ( see page 31 | ) . Of the 36 companies contacted in 2024 requesting their | | | • Between 1 July 2023 and 31 December 2024, 28% of all the companies the | | | | | participation, 16 companies have supplied their 2023 emissions data. 2024 data Future Generations VCT's investment team met with had at least one founder is currently being requested. Below is a breakdown of GHG emissions reported who identified as female. on the carbon monitoring tool provided by Octopus to the portfolio companies. • As at 31 December 2024, 42% of the portfolio companies have at least one Anexplanation for the different scopes can be read on pages 31 to 32: female founder. GHG emissions in tonnes tCO e 2 | • Based on the annual engagement survey, it was shown that more than 40% | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | 2024 | | | | 2023 | | | of the responding portfolio companies have a board composed of over one‑ | ( based on 2023 full year data, | | | | ( based on 2022 full year data, | | | | | | | 16companies measured | | ) | | 12companies measured | | ) | third female members. • On average, the responding portfolio companies reported that 32% of their Scope 1 and 2 129.2 69.2 senior management positions were held by women and 43% of the workforce The increase seen in the Scope 1 and 2 emissions is due to a 33% increase in the was female. number of portfolio companies utilising the carbon accounting tool. The increase seen in scope 1 and 2 emissions is also not to be unexpected, as the portfolio companies collectively grew their revenue in 2024 by 63%, and as such scaled the companies to support this growth. Where there are company year‑on‑year comparisons in data available to assess any specific increases in emissions, these will be analysed to ascertain the reasons and whether any actions need to be taken. Whilst scope 3 emissions data is collected from portfolio companies, due to their early‑stage nature and more limited resources, it is not reported on as these indirect emissions are extremely complex and therefore the data provided may not be a true representation of their indirect emissions. Scope 3 category materiality assessments have not been carried out at the portfolio company level, and all calculations use readily available data. 30 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## Operating responsibly  continued Climate-related risks and opportunities Strategy Whilst not a requirement, Octopus Investments has chosen to continue evolving its disclosures in line with the With the transition to a lower carbon economy, the recommendations of the Task Force on Climate-related Financial Disclosures ( TCFD ) and has given some initial Impact and Sustainability team are taking ‘transition disclosures under the main headings below, which will continue to evolve over future periods. These disclosures do not climate risks’ and ‘physical climate risks’ into cover the full scope of TCFD. consideration to understand what could potentially be material to portfolio company financial performance in | | the short, medium and long term, and in both best | | | | ( 1.5ºC | | --- | --- | --- | --- | --- | --- | | Governance | temperature change | | ) and worst case | ( 4ºC temperature | | | | change | ) climate scenarios. Where these risks are | | | | identified as being relevant to portfolio companies they Octopus Investments Impact and Sustainability team Octopus Ventures team will be addressed, for example: Sets and maintains Octopus’ Works with Octopus Ventures to Accountable for the delivery • energy management: future increases in energy RI governance structure. implement responsible investment of the RI policies which prices relating to carbon taxes, carbon pricing or processes, and provide training, form part of the funds supply could impact costs and therefore profitability. tools and support around they manage. Responsible Recognising that every company can reduce their disclosures and reporting. investment therefore forms energy usage, the Octopus Ventures team are working part of the investment with the portfolio companies to understand and process. reduce carbonemissions. Risk management The investment team uses guidance from the Octopus Responsible Investment Future Generations VCT Sustainability Accounting Standards Board ( SASB ) ( RI ) Committee Board to identify climate-related risks. Where potential Comprised of senior stakeholders Considers RI as an integrated material climate-related risks have been identified, the from across Octopus and with element of investment investment team assess how well the risk is managed by board level representation. strategy, and oversight the portfolio company. Where appropriate, this is raised of climate-related risks to the Investment Committee as part of the investment Provides RI oversight and makes and opportunities forms process and is continually monitored. sure that appropriate action has part of the existing risk been taken to address any concerns managementprocess. The within the Octopus Ventures board sets this approach Investment Committee. through the Future Generations VCT RI policy. Octopus Future Generations VCT plc — Annual report and financial statements 2024 31 ## Operating responsibly  continued Future Generations VCT goods and services and business travel, this is an area Bribery Act where it is looking to grow its capability to support the Future Generations VCT recognises the need to conduct Octopus has robust procedures, set out in the Anti‑ portfolio companies that are looking to measure their its business, including investment decisions, in a manner Bribery policy, to ensure full compliance with the Bribery fullscope. that is responsible to the environment wherever possible. Act 2010 and to make sure that the highest standards The Company does not produce any reportable emissions of professional ethical conduct are maintained. All Gender and diversity as the fund management is outsourced to Octopus, with employees and those working for, or on behalf of, the The Board of Directors is comprised of two female, and no physical assets or property held by Future Generations firm are aware of their legal obligations when conducting one male Non‑Executive Directors with considerable VCT. As the Company has no employees or operations, it company business. This is done via anonline learning experience of the VCT industry and investment in early‑ is not responsible for any direct emissions. platform with annual declarations. stage growth companies. The gender and diversity of the In 2021, Octopus set a 2040 Net Zero target, more constitution of the Board isreviewed on an annual basis. information about this can be read here; Human rights issues https://octopusgroup.com/reaching‑net‑zero‑2024/ The Board seeks to conduct Future Generations VCT's affairs responsibly. The Company is required by company Metrics and targets law to provide details of employee, human rights, social Future Generations VCT invests in unquoted, early‑stage and community issues, including information about businesses. Incontrast to later‑stage, quoted businesses, any policies it has in relation to these matters and the there islimited readily available data on climate‑ effectiveness of such policies. As an externally managed related risks and opportunities that impact the portfolio investment company with no employees, Future companies. Generations VCT does not maintain specific policies inrelation to these matters. To understand the carbon emissions of the Future Generations VCT portfolio, the Octopus Ventures team Whistleblowing have taken steps to measure the portfolio companies’ ( ) The Board considers, on an annual basis, the Scope 1 and 2 GHG emissions by providing them with arrangements implemented by Octopus to encourage access to a carbon measurement tool that will provide employees of the Portfolio Manager or the Company the companies with details of their carbon footprint ( ) Secretary to raise concerns in confidence, within their page 30 . Scope1emissions are those directly from organisation, about possible improprieties in matters of company‑owned and controlled resources. Scope 2 financial reporting or other matters. The Whistleblowing emissions are indirect emissions from the generation policy allows for any concerns to be raised via email or of purchased energy from a utility provider. Scope 3 telephone hotline. The Board is satisfied that adequate emissions are the result of activities from assets not arrangements are in place to allow an independent owned or controlled by the reporting organisation, investigation, and follow‑on action where necessary, but that the organisation indirectly affects in its value totake place within the organisation. chain. Whilst Octopus supports portfolio companies in measuring some Scope 3 emissions, such as purchased 32 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## Section 172 statement Section 172 of the Companies Act 2006 requires the Business strategy The Board formally reviews the performance of the Directors of Future Generations VCT to act in a way that Portfolio Manager on an annual basis. The success of Future Generations VCT is driven by its they consider, in good faith, will most likely promote the investment policy, which is set out in the Strategic Report Matters reserved for the Board include, but are not success of the Company for the benefit of the members on page 40. limited to, all shareholder communication, the setting as a whole. In doing so, the Directors should have regard ( ) of investment policy, investment of cash reserves, the amongst other matters to: When considering business strategy, the Board considers raising of capital and the allotment and issue of shares, matters such as the interests of its stakeholders and the • the likely consequence of any decision in the long term; the buyback of shares, dividend policy, Director appraisal long‑term impact of its actions on Future Generations • and succession, financial reporting, RIS announcements, the interests of the Company’s employees; VCT’s future and reputation. compliance with UK Listing Authority rules and FCA • the need to foster the Company’s business relationships regulations. with suppliers, customers and others; The Board • the impact of the Company’s operations on the The Board adopts the 2024 AIC Code of Corporate Culture community and the environment; Governance which provides a framework for the The Directors seek to apply the RI principles adopted governance of Venture Capital Trusts such as Future • the desirability of the Company maintaining a by the Portfolio Manager and these values help to Generations VCT. It is normal practice for Venture reputation for high standards of business conduct; and define the culture and relationship with the investment Capital Trusts to delegate authority for day‑to‑day • the need to act fairly as between members of the team. There is a general principle of openness and management of the Company to a Portfolio Manager, Company. transparency in dealings between the Portfolio Manager and to outsource administration, accounting and and the Directors, and clear policies covering, for company secretarial services. The Board then engages As Future Generations VCT has no employees and no instance, investment process and conflicts, provide with the Portfolio Manager in setting, approving and customers in the traditional sense, there is nothing to a clear operating framework. Generally, the culture overseeing the execution of the business strategy and report in relation to these matters. should contribute to the purpose of producing consistent related policies. returns over the long term and achieving the agreed The Board considers its significant stakeholders to be its The Board has set KPIs relating to portfolio performance. KPIs, which will deliver, most importantly, good returns to shareholders, its third‑party advisers and its portfolio The Board also review areas over the course of the shareholders. companies, all of which are considered in decision‑ financial period including Future Generations VCT’s making. business strategy, key risks, stakeholder‑related matters, The Board works closely with the Portfolio Manager in diversity and inclusivity, environmental matters, reviewing how stakeholder issues are handled, ensuring corporate responsibility and governance, compliance good governance and responsibility in managing the and legal matters. affairs of Future Generations VCT. Key stakeholders from the Portfolio Manager attend Board meetings, therefore the Portfolio Manager has been well informed of any decisions the Board has made during the period and, as a result, has had the opportunity to discuss the impact these decisions may have. Octopus Future Generations VCT plc — Annual report and financial statements 2024 33 ## Section 172 statement  continued Business ethics and governance The Board works with Octopus in the selection of Change of Depositary third‑party providers such as the registrar, corporate The Board is responsible for ensuring that the activities of On 30 September 2024, the fund transitioned its broker and VCT status adviser. Its selection is made on Future Generations VCT and its various investments are depositary services from Thompson Taraz Depositary the basis of quality of service, accuracy and price. Any conducted in compliance with the law and applicable Limited to NatWest Trustee and Depositary Services errors or delays reflect badly on Future Generations governance and regulatory regimes, and in adherence Limited. This change was implemented to enhance VCT, but more importantly can cause inconvenience, with prevailing best practice for the relevant industry. operational efficiencies. and potential loss, for shareholders. The performance of This includes reviewing internal controls, ensuring that third‑party providers is reviewed annually. Share Premium account cancellation there is an appropriate balance of skills and experience represented on the Board, and ensuring that the financial The resolution for the cancellation of the share premium Key decisions statements give a true and fair view of the state of affairs was approved by shareholders on 10 December Some of the key decisions made during the period ended 2024, during the December AGM. Subsequent to this of Future Generations VCT. Further detail can be found 31 December 2024 that required the Board to take into approval, the cancellation process commenced and was in the Directors’ Responsibilities Statement on page 62. consideration Section 172 factors include: completed in March 2025. Inthe 18‑month period ended 31 December 2024, no areas of concern have been flagged in this regard. Fundraising launch in 2024 Relations with key stakeholders In line with the Company’s objectives, the Board issued an offer for subscription of shares on 31 January 2024 The Board considers Octopus to be its key business to raise up to £15 million, with an over‑allotment facility partner as it has responsibility for the provision of of £5 million. This was discussed with the Investment investment management, administration, custody and Manager, and allowed new and existing shareholders to company secretarial services. invest in the Company. As Future Generations VCT is classified as a full‑ Investment decisions scope Alternative Investment Fund under the | Alternative Investment Fund Management Directive | | | | | | The Board monitors investment decisions and the | | --- | --- | --- | --- | --- | --- | --- | | ( the ‘AIFM Directive’ | | | | ) , it has in place an agreement | | Company’s ability to meet the requirements of HMRC’s | | with Octopus AIF Management Limited to act as | | | | | | VCT investment rules. | | Manager | | ( anauthorised alternative investment fund | | | | | | manager responsible for ensuring compliance with the | | | | | | Communications with shareholders | | AIFM Directive | | | ) . Octopus AIF Management Limited | | | To support ongoing shareholder engagement, the | | has in turn appointed Octopus Investments Limited | | | | | | Board requested that the Portfolio Manager create a | | to act as Portfolio Manager to Future Generations | | | | | | video discussing the portfolio’s performance following | | VCT | ( responsible for portfolio management and the | | | | | the release of the results for the period ended 30 June | | day‑to‑day running of Future Generations VCT | | | | | ) . The | 2024, which was then made available on the Company’s | | AIF Manager’s main focus is risk management and the | | | | | | website. | review of the valuation of Future Generations VCT’s portfolio. 34 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## 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 Future Generations VCT’s performance and the Future Generations VCT is reliant on Octopus as communication with shareholders. Their support performance of its underlying portfolio companies are the key provider of investment management and is fundamental to raising further capital which is directly and intrinsically linked. The Portfolio Manager non‑investment services. In addition, third parties such dependent on Future Generations VCT’s performance monitors the portfolio companies through a programme as Computershare, as registrar, and Panmure Gordon and clear reporting on portfolio progress. Shareholders of regular company meetings as part of its investment ( now Panmure Liberum ) , as corporate broker, as well are encouraged to attend and vote at shareholder process. as lawyers and tax advisers, provide key services for meetings and to raise questions in relation to Future Future Generations VCT and shareholders. Future Generations VCT’s progress. How we engage Generations VCT works with our suppliers to make sure The Board has given Octopus discretionary authority that it can provide an appropriate level of service and How we engage regulatory compliance function. Future Generations VCT to vote on portfolio company resolutions on its behalf The annual and half‑yearly reports, prospectus and other as part of its approach to corporate governance and is focused on ensuring that we have the right suppliers shareholder information are published on the Octopus encourages it to do so. As part of the portfolio valuation and relationships that can effectively deliver the right Investments website review, the Board is provided with sufficient information services for the business in line with applicable laws, www.octopusinvestments.com/futuregenvct/. and support to scrutinise the performance of the regulations and best practice. portfolio companies. Any shareholder enquiries will be handled promptly How we engage by Octopus Investments. The Chair responds to Future Generations VCT engages with Octopus and its communications addressed to the Board. The Directors third‑party suppliers on the basis of proven track record aim to make sure that the annual report and financial with observance of minimum levels of performance, statements are fair, balanced and understandable, and that ethics and governance in order to create value and sufficient information is provided to shareholders to assess mitigate risk. The Board has a positive and open Future Generations VCT’s performance, business approach relationship with Octopus, which attends all Board and strategy. meetings. Various independent professional advisers are utilised by Future Generations VCT to help with certain activities, including regulatory and legal compliance, for example, lawyers, tax advisers, corporate brokers and auditors. Octopus Future Generations VCT plc — Annual report and financial statements 2024 35 ## Section 172 statement  continued ## Our key stakeholders continued Community and environment Government and regulators Why we engage Why we engage Future Generations VCT invests in businesses that are Good governance and compliance with applicable helping to build a sustainable planet, empower people or regulations is vital in ensuring the success of Future revitalise healthcare. Generations VCT and the regimes within which it operates. How we engage Octopus, on behalf of the Board, actively engages with In addition to the Board’s recognition that the ESG policy HMRC and HMT to seek changes in VCT legislation, should help to mitigate the impacts of climate change, lobbying the government to highlight the economic the Board has adopted a paperless operation since benefits of VCTs. launch, and uses conferencing platforms at times to reduce travel. How we engage The Board requires that Octopus collects data on The Board encourages openness and transparency diversity within the portfolio and actively works with our and promotes proactive compliance with all relevant portfolio companies on an ongoing basis to support their regulation. talent management and recruitment, staff wellbeing Future Generations VCT, through its Portfolio Manager, and diversity policies and initiatives. A condition of engages with government and regulatory bodies at our investment is that the company must have in regular intervals as well as participating in focus groups place a Diversity and Inclusion policy, as well as an and research with industry bodies. Anti‑Harassment and Discrimination policy. Government and regulatory policy informs strategic decision‑making at Board level with consideration given to the impact Future Generations VCT has on the sector. 36 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## Risks and risk management ## The Board assesses the risks faced by Future Generations ## VCT, reviews the mitigating controls and monitors the ## effectiveness of these controls. compliance. In the mitigation and management of • geo‑political instability; and Emerging and principal risks, and risk these risks, the Board applies the principles detailed • management climate change. in the Financial Reporting Council’s Guidance on Risk The Board is mindful of the ongoing risks and will Management, Internal Control and Related Financial Detailed on the following pages are the principal risks of continue to make sure that appropriate safeguards are and Business Reporting. Future Generations VCT, and the mitigating actions in in place. The Board carries out a regular review of the relation to those risks. risk environment in which the Company operates. The following are some of the potential emerging risks management and the Board are currently monitoring: Emerging risks • adverse changes in global macroeconomic The Board has considered emerging risks. The Board environment; seeks to mitigate risks by setting policy, regularly reviewing performance and monitoring progress and • challenging market conditions for private company fundraising and exits; Principal Risks 1 Risk Mitigation Change Investment performance The focus of Future Generations VCT investments is Octopus has significant experience of investing in early‑stage unquoted companies, Increased exposures into early‑stage, unquoted, small and medium‑sized and appropriate due diligence is undertaken on every new investment. A member of the reflected in the previous = VCT qualifying companies which, by their nature, entail Octopus Ventures team is appointed to the board of a portfolio company using a risk‑ period remain unchanged a higher level of risk and shorter cash runway than based approach, considering the size of the company within the Future Generations VCT due to the difficult investments in larger quoted companies. portfolio and the engagement levels of other investors. This arrangement, in conjunction macro environment with its Portfolio Talent team’s active involvement, allows Future Generations VCT to play and challenging trading a prominent role in a portfolio company’s ongoing development and strategy. conditions for some portfolio companies continuing. 1 ## Since 30 June 2023, = indicates no change,  indicates an increase and  indicates a decrease. Octopus Future Generations VCT plc — Annual report and financial statements 2024 37 ## Risks and risk management  continued Principal risks continued 1 Risk Mitigation Change VCT qualifying status Future Generations VCT is required at all times to observe Octopus tracks Future Generations VCT’s qualifying status throughout the period, and VCT status monitoring ## = the conditions for the maintenance of approved VCT status. reviews this at key points, including at the point of investment and realisation. This status by independent advisers The loss of such approval could lead to Future Generations is reported to the Board at each Board meeting. The Future Generations VCT Board has continues to reduce the VCT and its investors losing access to the various tax also engaged external independent advisers to undertake an independent VCT status risk of an issue causing a benefits associated with VCT status and investment. monitoring role. loss of VCT status. Loss of key people The loss of key investment staff by the Portfolio The Portfolio Manager has a broad team experienced in and focused on early‑stage The increase is attributed Manager could lead to poor fund management and/or investing. This mitigates the risk of any one individual with the required skill set and to the departure of  performance due to lack of continuity or understanding knowledge of venture capital investing, and the portfolio specifically, leaving. Key key personnel from of Future Generations VCT. investment staff are also incentivised via the performance incentive fee. the Octopus Ventures team and risk exposure reflects a reduction in performance fees potentially increasing attrition. Operational The Future Generations VCT Board is reliant on the Portfolio The Future Generations VCT Board reviews the system of internal controls, both financial No overall change in risk ## ( = Manager to manage investments effectively, and manage and non‑financial, operated by Octopus to the extent the latter are relevant to Future exposure on balance. the services of a number of third parties, in particular Generations VCT's internal controls ) . These include controls designed to make sure that the registrar, depositary and tax advisers. A failure of the Future Generations VCT assets are safeguarded and that proper accounting records are systems or controls at Octopus or third‑party providers maintained. could lead to an inability to provide accurate reporting and accounting and to ensure adherence to VCT rules. Information security A loss of key data could result in a data breach and fines. Annual due diligence is conducted on third parties which includes a review of their No overall change on ## = The Future Generations VCT Board is reliant on Octopus controls for information security. Octopus has a dedicated Information Security team balance, although and third parties to take appropriate measures to prevent and a third party is engaged to provide continual protection in this area. A security cyber threat remains a a loss of confidential customer information. framework is in place to help prevent malicious events. The appropriateness of mitigants significant risk area faced in place are continuously reassessed to adapt to new risk exposures, such as those posed by all providers. by artificial intelligence. 1 ## Since 30 June 2023, = indicates no change,  indicates an increase and  indicates a decrease. 38 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## Risks and risk management  continued Principal risks continued 1 Risk Mitigation Change Economic Events such as an economic recession, movement in Future Generations VCT aims to invest in a diverse portfolio of companies, across a Increased exposures ## = interest rates, inflation and rising living costs could range of sectors, which helps to mitigate against the impact on any one sector. Future reflected in the previous adversely affect some smaller companies’ valuations, Generations VCT also maintains adequate liquidity to make sure that it can continue to periods remain as as they may be more vulnerable to changes in trading provide follow‑on investment to those portfolio companies which require it and which are economic uncertainty conditions of the sectors in which they operate. This supported by the individual investment case. persists through high could result in a reduction in the value of Future inflation, high interest Generations VCT assets. rates and other economic factors. Legislative A change to the VCT regulations could adversely impact The Portfolio Manager engages with HM Treasury and industry bodies to demonstrate Risk exposure has reduced Future Generations VCT by restricting the companies the positive benefits of VCTs in terms of growing early‑stage companies, creating jobs following the extension of ##  Future Generations VCT can invest in under its current and increasing tax revenue, and to help shape any change to VCT legislation. the sunset clause to 2035 strategy. Similarly, changes to VCT tax reliefs for investors being agreed. could make VCTs less attractive and impact Future Generations VCT’s ability to raise further funds. Liquidity The risk that Future Generations VCT’s available cash Future Generations VCT’s liquidity risk is managed on a continuing basis by Octopus Risk exposures continue will not be sufficient to meet its financial obligations. in accordance with policies and procedures agreed by the Board. Future Generations to increase, reflecting the  Future Generations VCT invests into smaller unquoted VCT’s overall liquidity risks are monitored on a quarterly basis by the Board, with frequent potential knock‑on effects companies, which are inherently illiquid as there is no budgeting and close monitoring of available cash resources. Future Generations VCT of economic uncertainty, readily available market for these shares. Therefore, maintains sufficient investments in cash and readily realisable securities to meet its impacting fundraising these may be difficult to realise for their fair market value financial obligations. At 31 December 2024, these resources were valued at £20,084,000. and increasing the risk of at short notice. disposal failure. 1 ## Since 30 June 2023, = indicates no change,  indicates an increase and  indicates a decrease. Octopus Future Generations VCT plc — Annual report and financial statements 2024 39 ## Business review Investment policy The investment profile is expected to be: A review of the investment portfolio and of market conditions during the period is included in the Chair’s Future Generations VCT’s focus is on providing early‑stage, • 80‑90% in VCT qualifying investments, primarily in Statement and Portfolio Manager’s Review which development and expansion funding to unquoted unquoted companies; and form part of the Strategic Report on pages 2 and 15 companies which it believes will generate a financial return • 10‑20% in non‑VCT qualifying investments or cash. respectively. and with business activities which are aligned with certain investment themes. Investments will be made in unquoted Non‑VCT qualifying investments Liquidity strategy companies which fall within the following sustainability An active approach will be taken to manage any cash The Board’s strategy is to maintain an appropriate level themes: building a sustainable planet, empowering people, held, prior to investing in VCT qualifying companies. of liquidity on the balance sheet to continue to achieve and revitalising healthcare. Future Generations VCT will After the Company has ensured it satisfies all VCT the following three targets: typically make an initial investment of £0.1 million to investment qualification targets required by HMRC, £10million and may make further follow‑on investments • to support further investment in existing portfolio the majority of the remaining cash will be invested into existing portfolio companies. companies if required; in accordance with HMRC rules for non‑qualifying | Due to constraints of VCT regulations, the upper limit of £10 | investments. It is intended that this will include | | | • to take advantage of new investment opportunities as | | --- | --- | --- | --- | --- | | million will become relevant as the Company grows. | Undertakings for Collective Investments in Transferable | | | they arise; and | | | Securities | ( UCITS | ) , corporate bonds or other money | | | | | | | • to cover the running costs of Future Generations VCT as | No material changes may be made to Future Generations market funds, including those managed by Octopus. they fall due. VCT’s Investment policy without the prior approval of shareholders by the passing of an Ordinary Resolution. The VCT qualifying investments Liquidity in Future Generations VCT is primarily driven by Directors will continually monitor the investment process fundraising activities and in future, from profitable exits. Investment decisions made must adhere to HMRC’s VCT and ensure compliance with the Investment policy. qualification rules. In addition to adhering to the VCT Liquidity is considered in detail as part of the Board’s rules, when contemplating a prospective investment in a The Directors will aim to control the overall risk of the review of viability and going concern as detailed on company, particular regard is made to: portfolio by ensuring that Future Generations VCT has page45, along with various other factors. exposure to a diversified range of portfolio companies • the strength of the management team; from a number of different sectors. Concentration risk is VCT regulation • large, typically global, addressable markets; mitigated by ensuring that at the point of investment no Compliance with the required VCT rules and regulations one investment will represent more than 15% ( by value • the portfolio company’s ability to sustain a competitive is considered when all investment decisions are as calculated pursuant to the VCT legislation ) of Future advantage; made. Octopus monitors this on a continuous basis Generations VCT’s total investments. • the existence of proprietary technology; and reports on it to the Board on a quarterly basis. • alignment with Future Generations VCT's investment Shoosmiths LLP performs an independent review, which Any borrowing by Future Generations VCT for the themes; includes a comprehensive validation exercise. One of purposes of making investments will be in accordance the primary purposes of the Investment policy is to with its Articles of Association. • visibility over future revenues and recurring income; and make sure Future Generations VCT continues to adhere • the portfolio company’s prospects of being sold or to the VCT rules and maintains approval as a VCT by floated in the future, at a significant multiple on the HMRC. The main criteria to which Future Generations initial cost of investment. VCT must adhere are detailed on page 91. Future 40 Octopus Future Generations VCT plc — Annual report and financial statements 2024 # Business review → continued Generations VCT will continue to ensure its compliance with the qualification requirements. For rules that don't yet apply to Future Generations VCT, Octopus prepares forecasts to ensure that qualification will be met when they are applicable. ## Performance The Board is responsible for Future Generations VCT's investment strategy and performance, although the management of the investment portfolio is delegated to Octopus through the Investment Management Agreement, as referred to in the Directors' Report on page 57. The Board will look to expand on performance in subsequent reports as the Future Generations VCT portfolio grows. The graph opposite compares the NAV total return of Future Generations VCT over the period from November 2021 to 31 December 2024 with the total return from a notional investment in the FTSE Small cap index over the same period (all rebased to 100p). This index is considered to be the most appropriate broad equity market index for comparative purposes, given the nature of the underlying investments. The Board wishes to point out that VCTs are not able to make qualifying investments in companies quoted on the Main Market in their observance of the HMRC rules. The Strategic Report was approved on behalf of the Board by **Helen Sinclair** Chair 28 April 2025 Net asset value and share price total return since launch against the FTSE Small-Cap Index total return¹ ![img-1.jpeg](img-1.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. **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 Future Generations at the time the shares were quoted ex-dividend. Transaction costs are not taken into account. The loss per share for the period ended 31 December 2024 is 5.7p (2023: loss of 1.9p per share). Further details can be found in the earnings per share Note 7 of the financial statements on page 79. Octopus Future Generations VCT plc — Annual report and financial statements 2024 41 ## Governance Board of Directors 43 Corporate governance report 44 Leadership and purpose 46 Division of responsibilities 47 Composition, succession and evaluation 48 Audit, risk and internal control 50 Management Engagement Committee 53 Directors’ Remuneration report 54 Directors’ report 57 42 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## Board of Directors | Helen Sinclair | | | | | | | | | Joanna Santinon | | | | | | Ajay Chowdhury | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | A | R | M | | | | | A | R | M | | | | | A | R | M | | | Independent Non‑Executive Chair | | | | | | | | | Independent Non‑Executive Director | | | | | | Independent Non‑Executive Director | | | | | | | | | Helen has extensive experience of investing in a wide | | | | | | | | | Joanna is a chartered accountant and chartered tax | | | | | | Ajay is a serial entrepreneur, venture capitalist and | | | | | | | | | range of small and medium‑sized businesses. She has | | | | | | | | | adviser. She specialised in tax, transactions and private | | | | | | author. He recently retired from his role as senior | | | | | | | | | an MA from the University of Cambridge and an MBA | | | | | | | | | equity, and has wider experience including mergers | | | | | | partner at the Boston Consulting Group and has been | | | | | | | | | from INSEAD Business School. She worked for 3i | | | | | | | | ( 1991 to | and acquisitions, strategic investments, capital raisings | | | | | | the co‑founder or CEO of various companies including | | | | | | | | | 1998 | ) and subsequently co‑founded Matrix Private Equity | | | | | | | | and listings from a career spanning 24 years at Ernst | | | | | | Shazam | ( sold to Apple | ) , Seatwave | ( sold to Ticketmaster | | | | ) | | in 2000 | | ( which became Mobeus Equity Partners | | | | | | ) . Helen | & Young | ( EY | ) , where she was a member of the London | | | | and IDG Ventures Europe, a $100m early stage venture | | | | | | | | | is a non‑executive director of North East Finance Ltd, | | | | | | | | | Markets Board and led the Private Tax team in London | | | | | | capital fund. He is currently Chairman of Cambridge | | | | | | | | | Sherborne Investors | | | ( Guernsey | ) C Limited, Shires Income | | | | | through a transformation and growth period. During her | | | | | | Enterprise, Cambridge University’s spin‑out arm and | | | | | | | | | plc and BlackRock Smaller Companies Trust plc. | | | | | | | | | time with EY, Joanna played key roles in transactions | | | | | | has published five detective novels including the award | | | | | | | | | | | | | | | | | | in the UK and Europe. She co‑founded the EY Women’s | | | | | | winning The Waiter. He has an MBA from Wharton, | | | | | | | | | | | | | | | | | | Network, which she led for over ten years. She is | | | | | | studied theatre directing at the Central School of | | | | | | | | | | | | | | | | | | currently a Trustee of The Centre for Entrepreneurs. | | | | | | Speech and Drama and was selected as one of the top | | | | | | | | | | | | | | | | | | Joanna also led the EY UK Entrepreneur of the Year | | | | | | 100 BAME business leaders in the UK by The Sunday | | | | | | | | | | | | | | | | | | Programme. Joanna is also a non‑executive director | | | | | | Times. | | | | | | | | of Guinness VCT plc and Ecofin Global Utilities and Infrastructure Trust plc. Key: A Audit Committee R Remuneration Committee M Management Engagement Committee Independent Chair Octopus Future Generations VCT plc — Annual report and financial statements 2024 43 ## Corporate governance report The Board of Directors has considered the principles • Inthese circumstances, the proper oversight of these and recommendations of the Association of Investment relationships is the key aspect of achieving good Leadership and purpose Companies Code of Corporate Governance ( the ‘AIC corporate governance; The Board is responsible for leading the business Code’ ) . • does not have executive directors or employees. As a in the way which it believes is most likely to lead to consequence, the only ‘corporate memory’ is that of the long‑term sustainable success. This includes effective The AIC Code, issued by the AIC in August 2024, Non‑Executive Directors; and engagement with our stakeholders. addresses the principles and provisions set out in the UK Corporate Governance Code ( the ‘UK Code’ ) , issued by • does not have customers, only shareholders. Read more on page 46 the Financial Reporting Council ( FRC ) in July 2018, as The AIC Code deals with matters such as the relationship well as setting out additional provisions on issues that with the Manager and other service providers. Division of responsibilities are of specific relevance to Future Generations VCT. The As all day‑to‑day activities are outsourced, the Board FRC has confirmed that members of the AIC, who report In practice, most of the time spent by the board of a ensures proper oversight in order to achieve good against the AIC Code, will be meeting their obligations well‑functioning investment company should be on corporate governance. The Board has appointed the in relation to the UK Code and the associated disclosure matters of general corporate governance such as the Management Engagement Committee to oversee requirements under paragraph 6.6.6 of the UK Listing investment strategy, policy and performance. Future outsourced activities. Rule. The AIC Code is available on the AIC’s website Generations VCT is committed to maintaining high www.theaic.co.uk. It includes an explanation of how standards in corporate governance. Read more on page 47 the AIC Code adapts the principles and provisions set out With the exception of the limited items outlined below, in the UK Code to make them relevant for investment the Directors consider that Future Generations VCT has, companies. throughout the period under review, complied with the Corporate governance within the closed‑ended provisions set out in the AIC Code: investment company industry differs from that of other • Future Generations VCT does not have a Senior companies. Independent Director as the Board does not consider In addition, VCTs differ from most other investment this necessary for the size of the Board; companies in that they have a complex range of • Future Generations VCT has no major shareholders, so additional legal, tax and regulatory requirements. shareholders are not given the opportunity to meet any Non‑Executive Directors at a specific meeting other Future Generations VCT, as a closed‑ended investment than the AGM but are welcome to contact the Board or company, has particular factors which have an impact Octopus at any time; and on its governance arrangements. Future Generations VCT: • The Remuneration and Nomination Committee has been chaired by Ajay Chowdhury since 27 September • outsources all day‑to‑day activities ( such as portfolio 2024, previously chaired by Helen Sinclair, Chair of the management, administration, accounting, custody and Board. All Directors are members of the Remuneration company secretarial ) . This means that it is governed and Nomination Committee due to the limited number entirely by a Board of Non‑Executive Directors. of Directors. 44 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## Corporate governance report  continued Viability statement The Board has additionally considered the ability of Composition, succession and evaluation Future Generations VCT to comply with the ongoing In accordance with the FRC UK Corporate Governance The Board makes sure it is balanced with the conditions to make sure it maintains its VCT qualifying Code published in 2018 and provision 36 of the AIC Code appropriate skills and has appointed the Remuneration status under its current Investment policy. of Corporate Governance, the Directors have assessed and Nomination Committee to oversee these matters. the prospects of Future Generations VCT over a period Based on this assessment, the Board confirms that it of five years, consistent with the expected investment Read more on page 48 has a reasonable expectation that Future Generations holding period of an investor. A fundraise with an initial VCT will be able to continue in operation and meet its offer to raise up to £5 million was launched on 3 February liabilities as they fall due over the five‑year period to Audit, risk and internal control 2025. The offer closed for new applications on 1 April 31December 2029. The Board is mindful of the ongoing 2025 for the 2024/2025 tax year having successfully Future Generations VCT’s strategy is determined risks and will continue to make sure that appropriate raised £5 million. Under VCT rules, subscribing investors by the Board, taking account of the need to avoid safeguards are in place, in addition to monitoring the are required to hold their investment for a five‑year unnecessary or unacceptable risks. The Audit cash flow forecasts to make sure Future Generations VCT period in order to benefit from the associated tax reliefs. Committee is appointed to oversee all matters relating has sufficient liquidity. The Board regularly considers strategy, including investor to audit and risk on behalf of the Board. demand for Future Generations VCT’s shares, and a five‑ Going concern Read more on page 50 to 52 year period is considered to be a reasonable time horizon Future Generations VCT’s business activities, together for this. with the factors likely to affect its future development, Remuneration The Board carried out a robust assessment of the performance and position, are set out in the Strategic Report. Further details on the management of financial The Board comprises Non‑Executive Directors only, emerging and principal risks facing Future Generations risk can be found in Note 15 of the financial statements. who receive fees which are subject to periodic review. VCT and its current position. This includes risks which may Noelement of their remuneration is performance adversely impact its business model, future performance, The Board receives reports from Octopus and the related. solvency or liquidity, and focused on the major factors Directors believe that Future Generations VCT has which affect the economic, regulatory and political Read more on pages 54 to 56 adequate financial resources to continue in operational environment. Particular consideration was given to the existence for a period of at least 12 months from the date Company’s reliance on, and close working relationship of the signing of these financial statements. Inreaching with, the Investment Manager. The principal risks faced by this conclusion the Directors have considered the the Company and the procedures in place to monitor and liquid assets of Future Generations VCT and its ability mitigate them are set out on pages 37 to 39. to meet its obligations as they fall due. As no material The Board has carried out robust stress testing of cash uncertainties leading to significant doubt about going flows, which included assessing the resilience of portfolio concern have been identified, and taking into account companies, including the requirement for any future all available information about Future Generations VCT, financial support. the Directors believe that it is appropriate to continue to adopt the going concern basis of accounting in preparing the financial statements. Octopus Future Generations VCT plc — Annual report and financial statements 2024 45 ## Leadership and purpose Board of Directors During the 18‑month period ended 31 December 2024 the following meetings were held: Future Generations VCT currently has a Board of three Non‑Executive Directors, all of whom are considered to be independent. Remuneration Management and Nomination Engagement The Board meets at least four times a year, and on Board meeting Audit Committee Committee meeting Committee meeting other occasions as necessary, to review the investment attendance meeting attendance attendance attendance performance and monitor compliance with the Helen Sinclair 9/9 5/5 1/1 1/1 Investment policy laid down by the Board as set out in Joanna Santinon 9/9 5/5 1/1 1/1 the Strategic Report on page 40. Due to an 18‑month period, the Board met 9 times. 1 Emma Davies 2/3 2/2 N/A N/A 2 Ajay Chowdhury 7/7 4/4 1/1 1/1 The Board has a formal schedule of matters specifically reserved for its decision which include: 1. Emma Davies resigned as a Director on 31 March 2024. 2. Ajay Chowdhury was appointed as a Director on 1 March 2024. • the consideration and approval of future developments or changes to the Investment policy, including risk and The Chair leads the Board in the determination of its strategy and in the achievement of its objectives. The Chair asset allocation; is responsible for organising the business of the Board, ensuring its effectiveness and setting its agenda, and has • consideration of corporate strategy; no involvement in the day‑to‑day business of Future Generations VCT. She facilitates the effective contribution of the Directors and makes sure that they receive accurate, timely and clear information and that they communicate • approval of the appropriate dividend to be paid to the effectively with shareholders. shareholders; • approval of the annual report and the unaudited The company secretarial function is discharged by Octopus Company Secretarial Services Limited, which is responsible half‑yearly report; for advising the Board, through the Chair, on all governance matters. All Directors have access to the advice and • the appointments to and resignations from the Board, services of the Company Secretary, who has administrative responsibility for the meetings of the Board and its including planning for succession; committees. Directors may also take independent professional advice at Future Generations VCT’s expense where necessary in the performance of their duties. The Board does not consider it necessary for the size of the Board or • the appointment, evaluation, removal and remuneration Future Generations VCT to identify a member of the Board as the senior Non‑Executive Director. of Octopus; • the performance of Future Generations VCT, including Future Generations VCT’s Articles of Association and the schedule of matters reserved to the Board for decision monitoring the discount of the NAV to the share price; provide that the appointment and removal of the Company Secretary is a matter for the full Board. and • monitoring shareholder profiles and considering shareholder communications. 46 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## Division of responsibilities Board committees The Board has appointed three committees, with delegated powers, to make recommendations to the Board in specific areas. The Audit Committee, chaired by Joanna Santinon consists of all three Directors. The Audit Committee believes Joanna Santinon possesses appropriate and relevant financial experience as a chartered accountant. The Board consider it appropriate for Helen Sinclair, as Chair of the Board, to be a member of the Audit Committee due to the limited size of the Board. The Audit Committee monitors the integrity of the financial statements of the Company, and any other formal announcements relating to its financial performance. Details of the work undertaken by the Audit Committee are set out on pages 50 to 52. The Remuneration and Nomination Committee, comprising all Directors has been chaired by Ajay Chowdhury since 27 September 2024, previously chaired by Helen Sinclair, Chair of the Board. The Committee considers composition and succession, appointing new members on merit, measured against objective criteria with due regard for the benefits of gender and diversity. It also has responsibility for setting the Remuneration policy for the Non‑Executive Directors. Details of the work undertaken by the Remuneration and Nomination Committee are set out on page 54. The Management Engagement Committee comprising all Directors has been chaired by Ajay Chowdhury since 27September 2024, previously chaired by Joanna Santinon, Chair of the Audit Committee. The Committee is responsible for evaluating the performance of the Portfolio Manager and other third‑party service providers engaged by the Company. Details of the work undertaken by the Management Engagement Committee are set out on page 53. Octopus Future Generations VCT plc — Annual report and financial statements 2024 47 # Composition, succession and evaluation Future Generations VCT'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 re-appointment at the next AGM. All Directors are required to submit themselves for re-election at least every three years; however, it was agreed that all Directors will stand for re-election annually going forward. | | Date of original appointment | Date of election/re-election | | --- | --- | --- | | Helen Sinclair (Chair) | 21 January 2022 | 10 December 2024 | | Joanna Santinon | 21 January 2022 | 10 December 2024 | | Ajay Chowdhury | 1 March 2024 | 10 December 2024 | ## Board succession The Directors recognise the importance of ensuring the Board has sufficient experience and expertise. Fletcher Jones Limited, who are independent of the Company, were engaged in the recruitment of Ajay Chowdhury who was appointed to the Board on 1 March 2024. ## Appointment and replacement of Directors A person may be appointed as a Director of Future Generations VCT 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 Future Generations VCT of the intention to propose that person for appointment or re-appointment in the form and manner set out in Future Generations VCT'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 their appointment as a Director) is to be subject to election as a Director of Future Generations VCT by the members at the first AGM following his or her appointment. 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 Future Generations VCT. 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 Future Generations VCT's Articles of Association. ## Gender and diversity The Board of Directors comprises one male and two female Non-Executive Directors with experience of the VCT industry and investment in early-stage growth companies. All appointments to the Board are made on the basis of ability and knowledge. The composition of the Board, including gender and diversity, is reviewed on an annual basis. As per UK Listing Rule 6.6.6R (9)(a), 67% of individuals on the Company's Board are women as at 31 December 2024. As the Company is externally managed the roles of CEO or CFO do not exist. Furthermore, 33% of the Board is comprised of persons from a minority ethnic background. The tables below which report on gender identity/sex and ethnic background as at 31 December 2024 are included for completeness. ## Gender identity or sex | | Number of Board members | Percentage of the Board | Number of senior positions on the Board (CEO, CFO, SID and Chair) | | --- | --- | --- | --- | | Men | 1 | 33% | | | Women | 2 | 67% | Not applicable^{1} | | Not specified/ prefer not to say | | | | $^{1}$ 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 women. 48 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## Composition, succession and evaluation  continued Ethnic background The Chair of the Remuneration and Nomination Committee provides a summary of the findings to the Number of senior Board, which is discussed and an action plan agreed. Number of Board Percentage positions on the Board members of the Board (CEO, CFO, SID and Chair) The performance of the Chair was evaluated by the other Directors. As a result of the evaluation, the Board White British or other White (including minority 2 67% considers that all Directors continue to make an effective white groups) contribution and have the requisite skills and experience Mixed/Multiple Ethnic Groups to continue to provide able leadership and direction for Asian/Asian British 1 33% 1 Future Generations VCT. Not applicable Black/African/ Caribbean/ Black British The Management Engagement Committee conducted Other ethnic group an evaluation of Octopus, as the Portfolio Manager, with feedback of the results being provided to Octopus. The Not specified/ prefer not to say Management Engagement Committee also considered 1 This column is not applicable as the Company is externally managed and does not have executive management functions, specifically it does not have the oversight and performance of other third‑party 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 providers in the period under review. are performed by those from a White British background. Independence Performance evaluation The Directors believe that, in line with the AIC Code, all Each year the Remuneration and Nomination members of the Board marked as independent are so in Committee will conduct a formal performance character and judgement with respect to their duties to evaluation of the Board as a whole, its committees and the shareholders. the Directors. The first performance evaluation was conducted as an interim review on 31 August 2024 for Length of service of the Chair and other Directors is the period ending 31 December 2024. This evaluation one of a number of factors taken into account when took the form of a questionnaire completed by each considering the contribution and ongoing independence Director. The second performance evaluation, also in the of the Board, both individually and in terms of overall form of a questionnaire completed by each Director, was composition. The Board considers the experience, range conducted for the period ended 31 December 2024. of skills, knowledge of Future Generations VCT and its operating environment and diversity of the Directors. Accordingly, the Board’s policy on tenure is that the term the Chair and other Directors serve on the Board should not be restricted to a fixed time limit in order to ensure sufficient corporate memory and consistent adherence to strategy. Octopus Future Generations VCT plc — Annual report and financial statements 2024 49 ## Audit, risk and internal control ## Audit Committee report This report is submitted in accordance with the AIC Code • making recommendations to the Board in relation to the Committee takes into account the tenure of the in respect of the period ended 31 December 2024 and the appointment, re‑appointment and removal of the current auditor in addition to comparing the fees describes the duties and work of the Audit Committee. external auditor and approving the remuneration and charged by similar‑sized audit firms. terms of engagement of the external auditor; The Committee’s key objective is the provision of BDO LLP were appointed on 25 July 2022 as Future • reviewing and monitoring the external auditor’s effective governance of the appropriateness of Future Generations VCT’s external auditor. Chris Meyrick independence and objectivity and the effectiveness of Generations VCT’s financial reporting, the performance was appointed as audit partner for the period ended the audit process, taking into consideration relevant UK of the auditor and the management of the internal 31December 2024 audit following rotation requirements professional regulatory requirements; control and business risks systems. The Directors forming for the previous audit partner to be rotated off. The • monitoring the extent to which the external auditor is the Audit Committee can be found on page 43. effectiveness of the external audit will be assessed as engaged to supply non‑audit services; and part of the Board and Committee evaluation process The Audit Committee’s terms of reference include the • ensuring that Octopus has arrangements in place for which is conducted annually, and by the quality and following responsibilities: the investigation and follow‑up of any concerns raised content of the audit plan and report provided to the confidentially by staff in relation to the propriety of Committee by the auditor and the resultant discussions • reviewing and making recommendations to the Board in financial reporting or other matters. on topics raised. The Committee also challenges the relation to Future Generations VCT’s published financial auditor when present at a Committee meeting, if statements and other formal announcements relating As part of the process of working with the Board to appropriate. to Future Generations VCT’s financial performance; maximise effectiveness, meetings of the Committee • advising the Board on whether the annual report and usually take place immediately prior to a Board meeting Auditor independence and objectivity financial statements, taken as a whole, is fair, balanced and a report is provided on relevant matters to enable When considering the effectiveness of the external audit, and understandable; the Board to carry out its duties. the Committee considered the quality and content of the • advising the Board on whether the annual report and audit plan and report provided by the auditor and the The Committee reviews its terms of reference and financial statements provides necessary information resultant reporting and discussions on topics raised. its effectiveness annually and recommends to the for shareholders to assess performance, business model Board any changes required as a result of the review. and strategy; The Committee challenged the auditor on its The terms of reference are available on request from independence and objectivity prior to their engagement. • reviewing and making recommendations to the Future Generations VCT’s Company Secretary. The The Committee also reviews the information and Board in relation to Future Generations VCT’s internal Committee meets twice per year and on an ad hoc basis ( ) assurances provided by the auditor on its compliance control including internal financial control and risk as necessary and has direct access to BDO LLP, Future with the relevant ethical standards. No non‑audit management systems; Generations VCT’s external auditor. services were provided by the auditor in the period ended • annually considering the need for an internal audit 31December 2024. function; Auditor appointment When considering whether to recommend the appointment or re‑appointment of the external auditor 50 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## Audit, risk and internal control  continued ## Audit Committee report continued Internal audit • reviewing periodic reports on the effectiveness of the Future Generations VCT’s results. The valuations are regulatory compliance of Octopus; supported by the portfolio companies’ accounts and Future Generations VCT does not have an internal • third‑party evidence which gives comfort to the Audit audit function as it is not deemed appropriate given reviewing the appropriateness of Future Generations Committee; and the size of Future Generations VCT and the nature of its VCT’s accounting policies; business. However, the Committee considers annually • Management override of financial controls: The • reviewing Future Generations VCT’s draft annual whether there is a need for such a function and makes Committee reviews all significant accounting estimates financial and half‑yearly results statements prior to the appropriate recommendation to the Board. Octopus that form part of the financial statements and considers Board approval; has an internal audit function which reports to the Board any material judgements applied by management • reviewing the external auditor’s audit findings report to annually on the outcome of the internal audits that during the completion of the financial statements. the Committee on the annual financial statements; have taken place. Any significant issues arising from the • reviewing Future Generations VCT’s going concern as These issues were discussed with Octopus and the Octopus internal audit that affect Future Generations referred to on page 45; and auditor at the conclusion of the audit of the financial VCT would be raised to the Committee as soon as • statements. reasonably practicable. The Octopus Compliance reviewing in detail the valuation of the investment Department also reports regularly to the Board. portfolio and supporting data. Other audit risks considered include financial reporting and corporate governance disclosures, the existence of The Committee monitors the significant risks facing Future The Committee has considered the whole annual investments and the calculation of management fees. Generations VCT and Octopus engages closely with the report and financial statements for the period ended auditor to mitigate the risks and the resultant impact. 31December 2024 and has reported to the Board that it Internal controls considers them to be fair, balanced and understandable, Matters considered by the Audit Committee providing the information necessary for shareholders The Directors have overall responsibility for keeping to assess Future Generations VCT’s financial position, under review the effectiveness of Future Generations During the period ended 31 December 2024, the Audit performance, business model and strategy. VCT’s systems of risk management and internal controls. Committee discharged its responsibilities by: The purpose of these controls is to make sure that • reviewing and approving the external auditor’s terms of Significant risks proper accounting records are maintained, assets are engagement and remuneration; safeguarded and the financial information used within the The Audit Committee is responsible for considering and business and for publication is accurate and reliable; such • reviewing the external auditor’s plan for the audit of reporting on any significant risks that arise in relation to a system can only provide reasonable and not absolute Future Generations VCT’s financial statements, including the audit of the financial statements. The Committee assurance against material misstatement or loss. The identification of key risks and confirmation of auditor and the auditor have identified the most significant risks systems of risk management and internal control, which independence; for Future Generations VCT as: have been in place throughout the period under review • reviewing the Octopus statement of internal controls • Valuation of investment portfolio: The Committee and up to the date of this report, are designed to manage in relation to Future Generations VCT’s business gives special audit consideration to the valuation of rather than eliminate the risk of failure to achieve the and assessing the effectiveness of those controls in investments and supporting data provided by Octopus. business objectives. The Board regularly reviews financial minimising the impact of key risks; The impact of this risk would be a large gain or loss in results and investment performance with Octopus. Octopus Future Generations VCT plc — Annual report and financial statements 2024 51 ## Audit, risk and internal control  continued ## Audit Committee report continued Internal controls continued Financial risk management Octopus identifies the investment opportunities, Future Generations VCT is exposed to the risks arising monitors the portfolio of investments and manages from its operational and investment activities. Further the assets of Future Generations VCT on a discretionary details can be found in Note 15 of the financial basis. statements. Octopus is engaged to carry out the accounting function The Audit Committee is also responsible for considering and retain physical custody of the documents of title and reporting on any significant issues that arise in relating to unquoted investments. Octopus regularly relation to the audit of the financial statements. The reconciles the client asset register with the physical Audit Committee can confirm that there were no documents. significant issues to report to the shareholders in respect of the audit of the financial statements to the period The Directors confirm that they have established a ended 31 December 2024. process throughout the period and up to the date of this report for identifying, evaluating and managing the significant potential risks faced by Future Generations VCT and have reviewed the effectiveness of the risk management and internal control systems. As part Joanna Santinon of this process, a review of the risk management and internal control systems is carried out in accordance Audit Committee Chair with the Financial Reporting Council’s Guidance on Risk 28 April 2025 Management, Internal Control and Related Financial and Business Reporting. The Board does not consider it necessary to have an internal audit function due to all operational activities being outsourced. The need for an internal audit function will be reviewed at least annually. The risk management and internal control systems include the production and review of monthly bank reconciliations and management accounts. All outflows made from Future Generations VCT’s accounts require the authority of two approved signatories from Octopus. Octopus is subject to regular review by the Octopus Compliance Department. 52 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## Management Engagement Committee ## Management Engagement Committee report The Management Engagement Committee was • to review, monitor and evaluate, at least annually, established to evaluate the performance of the Manager the performance of the Company’s third‑party and other third‑party service providers engaged by service providers in meeting their obligations under Future Generations VCT. The Committee is chaired by their respective agreements and to ensure their Ajay Chowdhury and comprises all the independent continued competitiveness and effectiveness, making Directors. recommendations on any variation to the terms which it considers necessary or appropriate; The Committee’s responsibilities are: • to assess the Company’s third‑party service providers • in their role as stakeholders and whether there is an to review, at least annually, the contractual relationships appropriate level of engagement with them; and with the Manager and terms of the management agreement, to make sure they are competitive and • to consider any points of conflict which may arise for the in the interests of shareholders as a whole, making providers of services to the Company. recommendations to the Board on any variation to the The Committee met once during the 18 month period terms which it considers necessary or appropriate; ended 31 December 2024, and has subsequently met • to review, at least annually, the performance of the following the year‑end and confirmed that the continued Manager and describe its decisions and rationale in the appointment of Octopus, on the agreed terms, was in annual report; the interests of shareholders. • to consider whether the appointment of the Manager continues to be in the interests of shareholders; • if it considers it necessary or appropriate, to negotiate/ re‑negotiate terms with the Manager; Ajay Chowdhury • to review the standard of any administrative, company secretarial or sales and marketing support provided Management Engagement Committee Chair by the Manager, whether under the terms of the 28 April 2025 management agreement or simply as part of a non‑ contractual obligation of understanding; Octopus Future Generations VCT plc — Annual report and financial statements 2024 53 # Directors' remuneration report ## Introduction This report has been prepared in accordance with Schedule 8 to the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, in respect of the period ended 31 December 2024. The reporting requirements entail two sections be included, a policy report and an annual remuneration report, which are presented below. Future Generations VCT's auditor, BDO LLP, is required to give its opinion on certain information included in this report; this comprises the Directors' emoluments section and share information below. Their report on these and other matters is set out on pages 63 to 69. The Remuneration and Nomination Committee is responsible for determining the remuneration of Non-Executive Directors and the composition of the Board and its Committees, taking account of diversity and ensuring succession plans are in place. Board composition was reviewed in 2024. The Directors' remuneration paid during the period is set out on page 55. Future Generations VCT does not have a Chief Executive Officer, senior management or any employees. ## Directors' Remuneration policy report The Board consists entirely of Non-Executive Directors, who met 9 times during the period to deal with the important aspects of Future Generations VCT's affairs. Directors are appointed with the expectation that they will serve for at least a period of three years. Future Generations VCT's Articles of Association require that all Non-Executive Directors retire at the first general meeting after election and thereafter one-third of all Directors are subject to retirement by rotation at subsequent AGMs; however, it was agreed that all Directors will stand for re-election annually. Re-election will be recommended by the Board but is dependent upon a shareholder vote. Each Director received a letter of appointment which is subject to termination by the Director or Future Generations VCT on three months' notice in writing. None of the Directors are entitled to compensation payable upon early termination of their contract other than in respect of any unexpired notice period. These appointment letters are available for inspection at the registered office, details of which are on page 98. Future Generations VCT's policy is that the fees payable to the Directors should reflect the time spent by the Board on Future Generations VCT's affairs and the responsibilities borne by the Directors. They should be sufficient to attract candidates of high calibre to be recruited. The policy is for the Chair of the Board and the Chair of the Audit Committee to be paid higher fees than the other Directors in recognition of their more onerous roles. The policy is to review these rates from time to time. Due to the nature of Future Generations VCT, there are no employees other than the Directors and so no such issues to consider when determining the Directors' remuneration. The maximum level of Directors' remuneration is currently fixed by Future Generations VCT's Articles of Association not to exceed £175,000 in aggregate. Future Generations VCT's policy is for the Directors to be remunerated in the form of fees, payable quarterly in arrears. The fees are not related to the Directors' performance, either individually or collectively. There are no long-term incentive schemes, share option schemes or pension schemes in place. The Articles of Association also entitle the Directors to be repaid all reasonable travelling, subsistence and other expenses incurred by them respectively whilst conducting their duties as Directors; however, no other remuneration or compensation was paid or payable by Future Generations VCT during the period to any of the current Directors. The Directors' remuneration policy was approved by shareholders at the AGM held in December 2023. Accordingly, the Policy will be put to shareholders for approval at the 2026 AGM. ## Annual remuneration report This remuneration report is subject to approval by a simple majority of shareholders at the AGM in June 2025. ## Statement of voting at the Annual General Meeting The most significant portion of the votes cast against a resolution at the 2024 AGM was for the resolutions relating to the re-election of Helen Sinclair as a Director, the re-election of Joanna Santinon as a Director, the election of Ajay Chowdhury as a Director, the authority to make market purchases, and the cancellation of the share premium account (1.73% of votes cast). No communication was received from shareholders giving reasons for the votes against the resolutions. Shareholders' views are always welcome and considered by the Board. The methods of contacting the Board are set out in the Directors' Report on page 60. ## Company performance The Board is responsible for Future Generations VCT's investment strategy and performance, although the management of Future Generations VCT's investment portfolio is delegated to the Portfolio Manager through the agreements as referred to in the Directors' Report. The performance graph on page 41 also shows the performance of the NAV and total value of Future Generations. 54 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## Directors’ remuneration report  continued Company performance continued Following a review in September 2024, the following rates are effective from 1 January 2025: Chair of the Board £38,500; Chair of the Audit Committee £30,750; and other Details of Future Generations VCT’s performance are contained in the Portfolio Manager’s Review on pages 15 to 27 and the Business Review on pages 40 and 41. A performance graph Directors £27,500. Directors’ remuneration will be reviewed annually by the Remuneration showing the NAV total return from incorporation date to 31 December 2024 is included on and Nomination Committee. page 41. Relative importance of spend on pay Directors’ emoluments ( audited ) The actual expenditure in the current period is as follows: | The amount of each Director’s fees for the period ended 31 December 2024 | | | | ( on an | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | 18 months to | | | Year to | | | annualised basis | ) were: | | | | 31 December 2024 | | | 30 June 2023 | | | | | | | | | | | £ | | | £ | | | | 18 months to | 18 months to | | | | | | | | Total dividends paid — — | 31 December | | | Year ended | | 31 December | | Year ended | | Period ended | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 2024 | | 30 June 2023 | | | 2024 | 30 June 2023 | | 30 June 2022 | | Total buybacks — — | | | | £ | | £ | | Change | | Change | | Change | | Total Directors’ fees 142,158 69,731 Helen Sinclair 55,650 35,000 6% 0% — Total expenses 1,113,208 673,584 Joanna Santinon 44,550 28,000 6% 0% — 1 There were no other significant payments during the period relevant to understanding Emma Davies 19,875 6,731 6% — — the relative importance of spend on pay. 2 Ajay Chowdhury 22,083 — — — — Total 142,158 69,731 Statement of Directors’ shareholdings ( audited ) There are no guidelines or requirements for Directors to own shares in Future 1. Octopus paid the remuneration of Emma Davies up until 24 March 2023, the date on which she ceased to Generations VCT. The interests of the Directors of Future Generations VCT during be an employee. In addition Emma Davies resigned as a Director on 31 March 2024. the period ( in respect of which transactions are notifiable under Disclosure and 2. Ajay Chowdhury was appointed as a Director on 1 March 2024. Transparency Rule 3.1.2R ) in the issued Ordinary shares of 0.1p each are shown in the table below: The Directors do not receive any other form of emoluments in addition to the Directors’ fees. Their total remuneration is fixed and not linked to the performance of Future 18 months to Year to Generations VCT and no bonuses were or will be paid to the Directors. 31 December 2024 30 June 2023 Helen Sinclair 14,548 14,548 The Chair of the Board and Chair of the Audit Committee receive additional remuneration Joanna Santinon 72,744 72,744 over the basic Directors’ fee in recognition of the additional responsibilities and time 1 commitment required for their roles. Emma Davies 14,548 14,548 2 Ajay Chowdhury — — For the period under review, Directors’ fees have been paid at the following rates: Chair of the Board £37,100; Chair of the Audit Committee £29,700; and other Directors 1. Emma Davies resigned as a Director on 31 March 2024. £26,500. 2. Ajay Chowdhury was appointed as a Director on 1 March 2024. Octopus Future Generations VCT plc — Annual report and financial statements 2024 55 ## Directors’ remuneration report  continued Statement of Directors’ shareholdings ( audited ) continued There have been no changes in the Directors’ share interests between 31 December 2024 and the date of this report. Any information required by legislation in relation to executive directors ( including a Chief Executive Officer ) or employees has been omitted because Future Generations VCT has neither and so it is not relevant. By order of the Board Ajay Chowdhury Remuneration and Nomination Committee Chair 28 April 2025 56 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## Directors’ report The Directors present their report and the audited Management Management Agreement is subject to earlier termination financial statements for the period ended 31 December by the parties in certain circumstances. Future Generations VCT has in place an agreement with 2024. Octopus AIF Management Limited to act as Manager. The Non‑Investment Services Agreement will continue Octopus AIF Management Limited has in turn appointed The Corporate Governance Report on pages 44 and 45 unless and until it is terminated by the parties thereto Octopus Investments Limited to act as Portfolio | and the reports of the Audit Committee, Remuneration | | | giving to the others not less than 12 months’ notice in | | --- | --- | --- | --- | | | Manager to Future Generations VCT | ( responsible for | | | and Nomination Committee and Management | | | writing, such notice not to be given before the end of | portfolio management and the day‑to‑day running | Engagement Committee on pages 50 to 56 form part of | | | the second anniversary of the agreement. The Non‑ | | --- | --- | --- | --- | | | of Future Generations VCT | ) . These agreements are | | | this Directors’ Report. | | | Investment Services Agreement is subject to earlier | central to Future Generations VCT’s ability to continue termination by the parties in certain circumstances. The Directors consider that the annual report and in business. The principal terms of the management financial statements, taken as a whole, is fair, balanced agreement with Octopus are set out in Notes 3 and 18 of The Directors also considered the length of the notice and understandable and provides the information the financial statements. period of the management agreement and fees payable necessary for shareholders to assess Future Generations to Octopus, together with the standard of other services Octopus also provides company secretarial and VCT’s position, performance, business model and provided, as set out above. Details of the fees paid to administrative services to Future Generations VCT. strategy. Octopus in respect of services provided are in Notes 3 Thompson Taraz Depositary Limited was appointed and 18 of the financial statements. as the depositary until 30 September 2024. From 30 Directors September 2024, NatWest Trustee and Depositary No Director has an interest in any contract to which Brief biographical notes on the Directors are given on Services Limited has been appointed as depositary Future Generations VCT is a party. page 43. to Future Generations VCT. NatWest provides cash monitoring, safekeeping of financial instruments and Future Generations VCT has established a performance All Directors will stand for re‑election by shareholders at other assets, and oversight duties. incentive scheme whereby Octopus is entitled to an annual the forthcoming AGM. performance‑related incentive fee if certain performance The Directors confirm that, in their opinion, the criteria are met. Further details of this scheme are Directors’ and Officers’ liability insurance continuing appointment of Octopus as Portfolio disclosed within Note 18 of the financial statements. Future Generations VCT has, as permitted by the Manager is in the best interests of the shareholders as Companies Act 2006, maintained insurance cover Through the agreements described above, the a whole. In reaching this conclusion the Directors have on behalf of the Directors and Company Secretary investment decisions and routine management decisions taken into account the performance of the investment indemnifying them against certain liabilities which may such as the payment of standard running costs are portfolio and the ability of Octopus to produce be incurred by them in relation to Future Generations VCT. delegated to Octopus. satisfactory investment performance in the future. Dividend The Investment Management Agreement will continue Financial risk management unless and until it is terminated by the parties thereto The Directors will not be proposing a dividend for the Future Generations VCT is exposed to the risks arising giving to the others not less than 24 months’ notice period under review. from its operational and investment activities. Further in writing, such notice not to be given before the details can be found in Note 15 of the financial fourth anniversary of the agreement. The Investment statements Octopus Future Generations VCT plc — Annual report and financial statements 2024 57 ## Directors’ report  continued ( in the case of a final dividend in an amount not exceeding Whistleblowing Share issues and open offers the amount recommended by the Board as approved Please refer to page 32 for our statement on During the period ended 31 December 2024 5,802,767 by shareholders in a general meeting or in the case of an whistleblowing. shares were issued. On 19 January 2023, an offer for interim dividend in an amount determined by the Board ) . subscription to raise up to £30 million in aggregate with All dividends unclaimed for a period of 12 years after having Bribery Act an over‑allotment facility of £10 million was launched. As become due for payment are forfeited automatically and at 18 October 2023, 7,011,227 shares had been issued for Please refer to page 32 for our statement on the Bribery cease to remain owing by Future Generations VCT; a total consideration of £6.9 million. The offer closed for Act. | | new applications on 31 October 2023. | ) | | --- | --- | --- | | | | b the right, on a return of assets on a liquidation, | | VCT regulation | | reduction of capital or otherwise, to share in the surplus | On 31 January 2024, an offer for subscription to raise Compliance with required rules and regulations is assets of Future Generations VCT remaining after up to £15 million in aggregate with an over‑allotment payment of its liabilities pari passu with the other holders considered when all investment decisions are made. facility of £5 million was launched. As at 10 October of Ordinary shares; and Future Generations VCT is further monitored on a 2024, 3,775,282 shares had been issued for a total continual basis to ensure compliance. The main criteria consideration of £3.6 million. The offer closed for new c ) the right to receive notice of and to attend and speak to which it must adhere are detailed on page 91. applications on 4 October 2024. and vote in person or by proxy at any general meeting of Future Generations VCT. On a show of hands, every Future Generations VCT will continue to ensure its On 3 February 2025, an offer for subscription to raise up member present or represented and voting has one vote, compliance with the qualification requirements. to £5 million in aggregate with an over‑allotment facility and on a poll, every member present or represented of £5 million was launched. As at 4 April 2025, 5,567,019 and voting has one vote for every share of which that Environmental matters and greenhouse gas shares have been issued for a total consideration of member is the holder. emissions £5million. Refer to page 30 in the Strategic Report for our ESG The appointment of a proxy must be received not less policy and greenhouse gas emissions. As the company Post balance sheet events than 48 hours before the time of the holding of the has no employees or operations, it is not responsible A full list of post balance sheet events since 31 December relevant meeting or adjourned meeting or, in the case of for any direct emissions, and as it uses less than a poll taken otherwise than at or on the same day as the 2024 can be found in Note 16 of the financial statements 40,000kWh of energy during the reporting year it is relevant meeting or adjourned meeting, be received after on page 87. exempt from Streamlined Energy and Carbon Reporting the poll has been demanded and not less than 24hours ( SECR ) . Rights attaching to the shares and before the time appointed for the taking of thepoll. restrictions on voting and transfer These rights can be suspended. If a member, or any Share capital Subject to any suspension or abrogation of rights other person appearing to be interested in shares held Future Generations VCT’s Ordinary share capital as at | | | | pursuant to relevant law or Future Generations VCT’s | by that member, has failed to comply within the time | | --- | --- | --- | --- | --- | | 31 December 2024 comprised 53,941,104 | | ( 30 June 2023: | | | | | | | Articles of Association, the shares confer on their holders | limits specified in Future Generations VCT’s Articles | | 48,138,337 | ) Ordinary shares of 0.1p each. No shares were | | | | | | | | the following principal rights: | of Association with a notice pursuant to s793 of the | held in Treasury. | | Companies Act 2006 | ( notice by Future Generations VCT | | | --- | --- | --- | --- | | a ) the right to receive out of profits available for | | | | | | requiring information about interests in its shares | | ) , Future | distribution such dividends as may be agreed to be paid Generations VCT can, until the default ceases, suspend 58 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## Directors’ report  continued the right to attend and speak and vote at a general Directors ( and with the concurrence of the UK Listing Resolution 8 seeks Directors’ authority to allot Ordinary meeting. If the shares represent at least 0.25% of their Authority ) exceptional circumstances so warrant, shares. Such authority would expire at the later of the class Future Generations VCT can also withhold any provided that the exercise of such power will not conclusion of the next AGM following the passing of dividend or other money payable in respect of the shares disturb the market in those shares. Whilst there are no this Resolution and the expiry of 15 months from the ( without any obligation to pay interest ) and refuse to squeeze‑out and sell‑out rules relating to the shares passing of the Resolution, giving the Directors authority accept certain transfers of the relevant shares. in Future Generations VCT’s Articles of Association, to allot up to 120% of Future Generations VCT’s issued shareholders are subject to the compulsory acquisition share capital as at the date of the Notice of AGM. Shareholders, either alone or with other shareholders, provisions in s974 to s991 of the Companies Act 2006. This authority is in addition to existing authorities. The have other rights as set out in Future Generations VCT’s Board intends to utilise this authority in respect of the | Articles of Association and in company law | | ( principally | | | | --- | --- | --- | --- | --- | | | | | Dividend Reinvestment Scheme | fundraising activities of Future Generations VCT. | | the Companies Act 2006 | ) . A member may choose | | | | The Directors will not be proposing a dividend for the whether his shares are evidenced by share certificates Resolution 9 grants the Directors’ authority to allot period under review; however, Resolution 7 to adopt the | ( certificated shares | | ) or held in electronic | ( uncertificated | | ) | | | | Ordinary shares in connection with the Dividend Re‑ | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | Dividend Reinvestment Scheme | ( DRIS | ) has been included | | | form in CREST | ( the UK electronic settlement system | | | ) . | | | | | Investment Scheme up to 5% of Future Generations | for shareholder approval at the AGM on 4 June 2025. VCT’s issued share capital as at the date of the Notice of Under the Dividend Reinvestment Scheme, shareholders Any member may transfer all or any of his shares, AGM. Such authority would expire 15 months from the are given the opportunity to reinvest future dividend subject in the case of certificated shares to the rules set passing of the Resolution, unless previously renewed, payments by way of subscription for new shares. Subject out in Future Generations VCT’s Articles of Association varied or revoked by Future Generations VCT in a general to a shareholder’s personal circumstances, shares or in the case of uncertificated shares to the regulations meeting. The Board intends to utilise this authority to ( subscribed for under the Dividend Reinvestment Scheme governing the operation of CREST which allow the issue shares from time to time under the DRIS. should benefit from VCT tax relief. Directors to refuse to register a transfer as therein set out ) ; the transferor remains the holder of the shares Resolutions 10 and 11, including Resolution 11 for the Directors’ authority to allot shares, to until the name of the transferee is entered in the register first time, extend the Directors' authority to allot equity of members. The Directors may refuse to register a disapply pre‑emption rights securities for cash without pre‑emption rights applying transfer of certificated shares in favour of more than four The authority proposed under Resolution 8 is required in certain circumstances. These Resolutions would persons jointly or where there is no adequate evidence so that the Directors may offer existing shareholders authorise the Directors, until the expiry of 15 months of ownership or the transfer is not duly stamped the opportunity to add to their investment or to offer from the passing of these Resolutions, unless previously ( ifsorequired ) . renewed, varied or revoked by Future Generations VCT potential shareholders an opportunity to invest in Future Generations VCT in a tax‑efficient manner without in general meeting, to issue Ordinary shares for cash The Directors may also refuse to register a share transfer it having to incur substantial costs. Any consequent without pre‑emption rights applying by way of an offer if it is in respect of a certificated share which is not fully modest increase in the size of Future Generations VCT to existing shareholders. These powers will be exercised paid up or on which Future Generations VCT has a lien will, in the opinion of the Directors, be in the interests only if, in the opinion of the Directors, it would be in the provided that, where the share transfer is in respect of of shareholders generally. Any issue proceeds will be best interests of shareholders, as a whole. This authority any share admitted to the Official List maintained by available for investment in line with Future Generations is in addition to existing authorities. the UK Listing Authority, any such discretion may not VCT’s investment policy and may be used, in part, to be exercised so as to prevent dealings taking place on purchase Ordinary shares in the market. an open and proper basis, or if in the opinion of the Octopus Future Generations VCT plc — Annual report and financial statements 2024 59 ## Directors’ report  continued Directors’ authority to make market Aresolution to re‑appoint BDO LLP will be proposed at Information given in the Strategic Report the forthcoming AGM. purchase of its own shares The likely future development of Future Generations VCT The authority proposed under Resolution 12 is required As far as the Directors are aware, there is no relevant has not been given in the Directors’ Report as equivalent so that the Directors may make purchases of up to audit information of which the auditor is unaware and disclosure has been given in the Strategic Report. 8,085,771 Ordinary shares, representing approximately the Directors have taken all the steps they ought to have The Directors’ Report was approved on behalf of the 14.99% of Future Generations VCT’s issued share capital taken as a Director in order to make them aware of any Board on 28 April 2025. | as at the date of the Notice of AGM. Any shares bought | | | | relevant audit information and to establish that Future | | --- | --- | --- | --- | --- | | back under this authority will be at a price determined | | | | Generations VCT’s auditor is aware of that information. | | by the Board | ( subject to a minimum price of 0.1p | | ( being | | | the nominal value of such shares | | ) and a maximum | | Relations with shareholders | price of 5% above the average mid‑market quotation Shareholders will have the opportunity to attend the for such shares on the London Stock Exchange and Helen Sinclair Annual General Meeting which will be held on 4 June the applicable regulations thereunder ) and may be 2025 at 10am. Chair cancelled or held in Treasury as may be determined by the Board. The authority conferred by Resolution 11 will The Board is happy to respond to any written queries 28 April 2025 expire on the earlier of the conclusion of the next AGM made by shareholders during the course of the period of Future Generations VCT following the passing of this and can be contacted at 33 Holborn, London EC1N 2HT. Resolution and 15 months from the date of the passing Alternatively, the team at Octopus will be pleased of the Resolution unless renewed, varied or revoked by to answer any questions you may have and can be Future Generations VCT in a general meeting and will contacted on 0800 316 2295. be in addition to existing authorities. This power will be exercised only if, in the opinion of the Directors, a Consumer Duty repurchase would be in the best interests of shareholders The Directors are cognisant of the Portfolio Manager’s as a whole. obligations to comply with the FCA’s Consumer Duty rules and principles that came into force in 2023. Firms Substantial shareholdings subject to Consumer Duty must ensure they are acting to deliver good outcomes and that this is reflected in As at the date of this report, no disclosures of major their strategies, governance, leadership and policies. shareholdings had been made to Future Generations Future Generations VCT is not directly captured by VCT under Disclosure and Transparency Rule 5 ( Vote Consumer Duty, however the Directors will continue Holder and Issuer Notification Rules ) . to receive updates on how the Portfolio Manager is meetings its obligations. Independent auditor BDO LLP were originally appointed by the Board as auditor on 25 July 2022 and offer themselves for re‑appointment as auditor of Future Generations VCT. 60 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## Financials Directors’ responsibilities statement 62 Independent auditor’s report 63 Income statement 70 Balance sheet 71 Statement of changes in equity 72 Cash flow statement 74 Notes to the financial statements 75 Investment portfolio 89 Shareholder information and contact details 91 Glossary of terms 93 Notice of Annual General Meeting 94 Directors and advisers 98 ## Directors’ responsibilities statement The Directors are responsible for preparing the The Directors are responsible for keeping adequate The Directors confirm that, to the best of their Strategic Report, the Directors’ Report, the Directors’ accounting records that are sufficient to show and knowledge: Remuneration Report and the Financial Statements in explain the Company’s transactions and disclose with • the financial statements, prepared in accordance accordance with applicable law and regulations. They reasonable accuracy at any time the financial position with United Kingdom Generally Accepted Accounting are also responsible for ensuring that the annual report of the Company and enable them to ensure that the Practice, including FRS 102, give a true and fair view of and financial statements include information required by financial statements comply with the Companies Act the assets, liabilities, financial position and profit or loss the UK Listing Rules of the Financial Conduct Authority. 2006. They are also responsible for safeguarding the of the Company; and assets of the Company and hence for taking reasonable Company law requires the Directors to prepare financial • ( steps for the prevention and detection of fraud and other the annual report and financial statements including statements for each financial year. Under that law ) irregularities. the Strategic Report , give a fair review of the the Directors have elected to prepare the financial development and performance of the business and the statements in accordance with United Kingdom In so far as each of the Directors is aware: position of the Company, together with a description of Generally Accepted Accounting Practice ( GAAP ) , the principal risks and uncertainties that it faces. • there is no relevant audit information of which the including Financial Reporting Standard 102 – The Company’s auditor is unaware; and | Financial Reporting Standard Applicable in the United | | | | | On behalf of the Board | | --- | --- | --- | --- | --- | --- | | Kingdom and Republic of Ireland | ( FRS 102 | ) , United | • | the Directors have taken all steps that they ought to | | | Kingdom accounting standards and applicable law. | | | | have taken to make themselves aware of any relevant | | | Under company law the Directors must not approve the | | | | audit information and to establish that the auditor is | | | financial statements unless they are satisfied that they | | | | aware of that information. | | Helen Sinclair give a true and fair view of the state of affairs and profit The Directors are responsible for preparing the annual Chair or loss of the Company for that period. In preparing report and financial statements in accordance these financial statements, the Directors are required to: 28 April 2025 with applicable law and regulations. Having taken • select suitable accounting policies and then apply them advice from the Audit Committee, the Directors are consistently; of the opinion that this report as a whole provides the necessary information to assess the Company’s • make judgements and accounting estimates that are performance, business model and strategy and is fair, reasonable and prudent; balanced and understandable. • state whether applicable UK accounting standards have been followed, subject to any material departures The Directors are responsible for the maintenance and disclosed and explained in the financial statements; integrity of the corporate and financial information • prepare the financial statements on the going concern included on the Company’s website. Legislation in basis unless it is inappropriate to presume that the the United Kingdom governing the preparation and Company will continue in business; and dissemination of financial statements may differ from legislation in other jurisdictions. • prepare a Strategic Report, Directors’ Report and Directors’ Remuneration Report which comply with the requirements of the Companies Act 2006. 62 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## Independent auditor’s report ## to the members of Octopus Future Generations VCT plc Opinion on the financial statements Basis for opinion Conclusions relating to going concern In our opinion the financial statements: We conducted our audit in accordance with International In auditing the financial statements, we have concluded Standards on Auditing ( UK ) ( ISAs ( UK )) and applicable that the Directors’ use of the going concern basis • give a true and fair view of the state of the Company’s law. Our responsibilities under those standards are of accounting in the preparation of the financial affairs as at 31 December 2024 and of its loss for the further described in the Auditor’s responsibilities for the statements is appropriate. Our evaluation of the period then ended; audit of the financial statements section of our report. Directors’ assessment of the Company’s ability to • have been properly prepared in accordance with We believe that the audit evidence we have obtained continue to adopt the going concern basis of accounting United Kingdom Generally Accepted Accounting is sufficient and appropriate to provide a basis for included: Practice; and our opinion. Our audit opinion is consistent with our • Obtaining the VCT compliance reports prepared • reporting to the Audit Committee. have been prepared in accordance with the by management’s expert during the period and as requirements of the Companies Act 2006. Independence at period end and checking that the Company was meeting its requirements to retain VCT status; We have audited the financial statements of Octopus Following the recommendation of the Audit Committee, Future Generations VCT plc ( the ‘Company’ ) for the we were appointed by the Board of Directors on 25 July • Consideration of the Directors’ assessment of period from 01 July 2023 to 31 December 2024 which 2022 to audit the financial statements for the period expected future compliance with VCT legislation, comprise the Income statement, the Balance sheet, the ended 30 July 2022 and subsequent financial periods. the absence of bank debt, contingencies and Statement of changes in equity, the Cashflow statement The period of total uninterrupted engagement including commitments; and Notes to the financial statements, including a retenders and reappointments is three years, covering • Reviewing the forecasted cash flows that support the summary of significant accounting policies. The financial the period ended 30 June 2022 to the period ended Directors’ assessment of going concern, challenging reporting framework that has been applied in their 31 December 2024. We remain independent of the assumptions and judgements made in the forecasts, preparation is applicable law and United Kingdom Company in accordance with the ethical requirements and assessing them for reasonableness. In particular, Accounting Standards, including Financial Reporting that are relevant to our audit of the financial statements we considered the available cash resources relative Standard 102 The Financial Reporting Standard in the UK, including the FRC’s Ethical Standard as applied to the forecasted expenditure which was assessed applicable in the UK and Republic of Ireland ( United to listed public interest entities, and we have fulfilled our against the prior year for reasonableness; and Kingdom Generally Accepted Accounting Practice ) . other ethical responsibilities in accordance with these • Evaluating the Directors’ method of assessing the requirements. The non‑audit services prohibited by that going concern in light of market conditions including standard were not provided to the Company. the stress tests applied to confirm that the Company has sufficient capital and liquidity to continue its operations effectively. Octopus Future Generations VCT plc — Annual report and financial statements 2024 63 ## Independent auditor’s report  continued ## to the members of Octopus Future Generations VCT plc Based on the work we have performed, we have not identified any material Key audit matters uncertainties relating to events or conditions that, individually or collectively, may cast Key audit matters are those matters that, in our professional judgement, were of most significant doubt on the Company’s ability to continue as a going concern for a period significance in our audit of the financial statements of the current period and include of at least twelve months from when the financial statements are authorised for issue. ( the most significant assessed risks of material misstatement whether or not due to fraud ) that we identified, including those which had the greatest effect on: the overall In relation to the Company’s reporting on how it has applied the UK Corporate audit strategy, the allocation of resources in the audit, and directing the efforts of the Governance Code, we have nothing material to add or draw attention to in relation engagement team. These matters were addressed in the context of our audit of the to the Directors’ statement in the financial statements about whether the Directors financial statements as a whole, and in forming our opinion thereon, and we do not considered it appropriate to adopt the going concern basis of accounting. provide a separate opinion on these matters. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. Key audit matter Valuation of unquoted investments Overview (Note 9 to the financial statements) 2024 2023 We consider the valuation of unquoted investments to be the most significant audit Key audit matters Valuation of unquoted area as there is a high level of estimation uncertainty involved in determining the investments   unquoted investment valuations. Materiality Company financial statements as a whole There is an inherent risk of management override arising from the unquoted £950,000 (2023: £900,000) based on 2% (2023: 2%) of net investment valuations being prepared by the Portfolio Manager, who is remunerated assets based on the value of the net assets of the Company as shown in note 18. For these reasons we considered the valuation of unquoted investments to be a key audit matter. An overview of the scope of our audit Our audit was scoped by obtaining an understanding of the Company and its environment, including the Company’s system of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of material misstatement. 64 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## Independent auditor’s report  continued ## to the members of Octopus Future Generations VCT plc How the scope of our audit addressed the key audit matter How the scope of our audit addressed the key audit matter continued We assessed the design and implementation of controls relating to the valuation of For investments sampled that were valued using the revenue multiples and scenario unquoted investments. This included obtaining an understanding of the sources of analysis we: key inputs, judgements and significant estimates used as well as the oversight and • Challenged and corroborated the inputs to the valuation with reference to governance structures in relation to the valuation process. management information of investee companies, market data and our own Our sample for the testing of unquoted investments was stratified according to understanding and assessed the impact of the estimation uncertainty concerning risk considering, inter alia, the value of individual investments, the nature of the these assumptions and the disclosure of these uncertainties in the financial investment and the subjectivity of the valuation technique. statements; For all unquoted investments in our sample we: • Reviewed the historical financial statements and any recent management • Challenged whether the valuation methodology was appropriate in the information available to support assumptions about maintainable revenues or cash circumstances under the International Private Equity and Venture Capital Valuation flows used in the valuations; (“IPEV”) Guidelines and the applicable accounting standards; and • Considered the revenue multiples applied and the discounts applied by reference to • We have recalculated the value attributable to the Company, having regard to observable listed company market data; and the application of enterprise value across the capital structures of the investee • Challenged the consistency and appropriateness of adjustments made to companies. such market data in establishing the revenue multiple applied in arriving at For investments sampled that were valued using the price of recent investment or the valuations adopted by considering the individual performance of investee milestone analysis we: companies against plan and relative to the peer group, the market and sector in • Verified the price of recent investment to supporting documentation; which the investee company operates and other factors as appropriate. • Considered whether the investment was an arm’s length transaction through Where appropriate, we performed a sensitivity analysis by developing our own point reviewing the parties involved in the transaction and checking whether or not they estimate where we considered that alternative input assumptions could reasonably were already investors of the investee Company; 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 • Considered whether there were any indications that the price of recent investment reasonable and free from bias. was no longer representative of fair value considering, inter alia, the current performance of the investee company and the milestones and assumptions set out Key observations in the investment proposal; Considering the level of estimation uncertainty and the procedures performed to • Considered whether the price of recent investment is supported by alternative address this risk, we consider the unquoted investment valuations to be appropriate. 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. Octopus Future Generations VCT plc — Annual report and financial statements 2024 65 ## Independent auditor’s report  continued ## to the members of Octopus Future Generations VCT plc Our application of materiality Reporting threshold We apply the concept of materiality both in planning and performing our audit, and in We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £47,500 ( 2023: £35,000 ) . We also agreed to report differences evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of below this threshold that, in our view, warranted reporting on qualitative grounds. reasonable users that are taken on the basis of the financial 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 comprises exceed materiality, we use a lower materiality level, performance materiality, to the information included in the Annual Report other than the financial statements and determine the extent of testing needed. Importantly, misstatements below these levels our auditor’s report thereon. Our opinion on the financial statements does not cover will not necessarily be evaluated as immaterial as we also take account of the nature of the other information and, except to the extent otherwise explicitly stated in our report, identified misstatements, and the particular circumstances of their occurrence, when we do not express any form of assurance conclusion thereon. Our responsibility is to evaluating their effect on the financial statements as a whole. read the other information and, in doing so, consider whether the other information Based on our professional judgement, we determined materiality for the financial is materially inconsistent with the financial statements, or our knowledge obtained in statements as a whole and performance materiality as follows: the course of the audit, or otherwise appears to be materially misstated. If we identify Company financial statements such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements 2024 2023 themselves. If, based on the work we have performed, we conclude that there is a Materiality £950,000 £900,000 material misstatement of this other information, we are required to report that fact. Basis for determining 2% of net assets materiality We have nothing to report in this regard. Rationale for the In setting materiality, we have considered the nature and disposition benchmark applied 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 £712,500 £675,000 Basis for determining performance materiality 75% of materiality. Rationale for the The level of performance materiality applied was set after having percentage applied considered a number of factors including the expected total value of forperformance known and likely misstatements and the level of transactions in the materiality period. 66 Octopus Future Generations VCT plc — Annual report and financial statements 2024 # Independent auditor's report → continued ## to the members of Octopus Future Generations VCT plc ### Corporate governance statement The Listing Rules require us to review the Directors' statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Company's compliance with the provisions of the UK Corporate Governance Code specified for our review. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements, or our knowledge obtained during the audit. ### Going concern and longer-term viability - The Directors' statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on page 45; and - The Directors' explanation as to their assessment of the Company's prospects, the period this assessment covers and why the period is appropriate set out on page 45. ### Other Code provisions - Directors' statement on fair, balanced and understandable set out on page 57; - Board's confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages 37-39; - The section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on pages 51-52; and - The section describing the work of the Audit Committee set out on pages 50-52. ### Other Companies Act 2006 reporting Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below. ### Strategic report and Directors' report In our opinion, based on the work undertaken in the course of the audit: - the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and - the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements. In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the Directors' report. ### Directors' remuneration In our opinion, the part of the Directors' remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006. ### Corporate governance statement In our opinion, based on the work undertaken in the course of the audit the information about internal control and risk management systems in relation to financial reporting processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure Guidance and Transparency Rules sourcebook made by the Financial Conduct Authority (the FCA Rules), is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in this information. In our opinion, based on the work undertaken in the course of the audit information about the Company's corporate governance code and practices and about its administrative, management and supervisory bodies and their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules. We have nothing to report arising from our responsibility to report if a corporate governance statement has not been prepared by the Company. ### Matters on which we are required to report by exception We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion. Octopus Future Generations VCT plc — Annual report and financial statements 2024 67 ## Independent auditor’s report  continued ## to the members of Octopus Future Generations VCT plc • adequate accounting records have not been kept, or are free from material misstatement, whether due we considered the significant laws and regulations to be returns adequate for our audit have not been received to fraud or error, and to issue an auditor’s report the Companies Act 2006, the FCA listing and DTR rules, the from branches not visited by us; or that includes our opinion. Reasonable assurance is principles of the UK Corporate Governance Code, industry • a high level of assurance but is not a guarantee that practice represented by the Statement of Recommended the financial statements and the part of the Directors’ an audit conducted in accordance with ISAs ( UK ) will Practice: Financial Statements of Investment Trust remuneration report to be audited are not in always detect a material misstatement when it exists. Companies and Venture Capital Trusts ( “the SORP” ) and agreement with the accounting records and returns; or Misstatements can arise from fraud or error and are updated in February 2018 with consequential amendments • certain disclosures of Directors’ remuneration specified considered material if, individually or in the aggregate, and the applicable financial reporting framework. We also by law are not made; or they could reasonably be expected to influence the considered the Company’s qualification as a VCT under UK • we have not received all the information and economic decisions of users taken on the basis of these tax legislation. explanations we require for our audit. financial statements. Our procedures in respect of the above included: Responsibilities of Directors Extent to which the audit was capable of detecting • Obtaining an understanding of the control As explained more fully in the Directors’ responsibilities irregularities, including fraud environment in monitoring compliance with laws and statement, the Directors are responsible for the preparation Irregularities, including fraud, are instances of non‑ regulations; of the financial statements and for being satisfied that they compliance with laws and regulations. We design • Agreement of the financial statement disclosures to give a true and fair view, and for such internal control as the procedures in line with our responsibilities, outlined underlying supporting documentation; Directors determine is necessary to enable the preparation above, to detect material misstatements in respect of financial statements that are free from material • Enquiries of the Portfolio Manager and those charged of irregularities, including fraud. The extent to which misstatement, whether due to fraud or error. with governance relating to the existence of any non‑ our procedures are capable of detecting irregularities, including fraud is detailed below: compliance with laws and regulations; In preparing the financial statements, the Directors are • Obtaining the VCT compliance reports prepared by responsible for assessing the Company’s ability to continue Non‑compliance with laws and regulations management’s expert during the period and as at as a going concern, disclosing, as applicable, matters Based on: period end and reviewing their calculations to check related to going concern and using the going concern basis that the Company was meeting its requirements to of accounting unless the Directors either intend to liquidate • Our understanding of the Company and the industry retain VCT status; and the Company or to cease operations, or have no realistic in which it operates; • Reviewing minutes of meeting of those charged with alternative but to do so. • Discussion with the Portfolio Manager and those governance throughout the period for instances of charged with governance; and Auditor’s responsibilities for the audit of the non‑compliance with laws and regulations. • Obtaining and understanding of the Company’s financial statements policies and procedures regarding compliance with laws Fraud Our objectives are to obtain reasonable assurance and regulations; We assessed the susceptibility of the financial statement to about whether the financial statements as a whole material misstatement including fraud. 68 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## Independent auditor’s report  continued ## to the members of Octopus Future Generations VCT plc Our risk assessment procedures included: We also communicated relevant identified laws and Use of our report regulations and potential fraud risks to all engagement This report is made solely to the Company’s members, • Enquiry with the Portfolio Manager and those charged team members, who were deemed to have the as a body, in accordance with Chapter 3 of Part 16 of with governance regarding any known or suspected appropriate competence and capabilities and remained the Companies Act 2006. Our audit work has been instances of fraud; alert to any indications of fraud or non‑compliance with undertaken so that we might state to the Company’s • Review of minutes of meeting of those charged with laws and regulations throughout the audit. members those matters we are required to state to governance for any known or suspected instances of them in an auditor’s report and for no other purpose. Our audit procedures were designed to respond to risks fraud; and To the fullest extent permitted by law, we do not accept of material misstatement in the financial statements, • Discussion amongst the engagement team as to or assume responsibility to anyone other than the recognising that the risk of not detecting a material how and where fraud might occur in the financial Company and the Company’s members as a body, for misstatement due to fraud is higher than the risk of statements. our audit work, for this report, or for the opinions we not detecting one resulting from error, as fraud may have formed. involve deliberate concealment by, for example, forgery, Based on our risk assessment, we considered the misrepresentations or through collusion. There are areas most susceptible to be valuation of unquoted inherent limitations in the audit procedures performed investments and management override of controls. and the further removed non‑compliance with laws and Chris Meyrick ( Senior Statutory Auditor ) Our procedures in respect of the above included: regulations is from the events and transactions reflected in the financial statements, the less likely we are to For and on behalf of BDO LLP, Statutory Auditor • Considered the opportunity and incentive to become aware of it. London, United Kingdom manipulate accounting entries and target tested relevant adjustments made in the year end financial A further description of our responsibilities is available 28 April 2025 reporting process; on the Financial Reporting Council’s website at: www. BDO LLP is a limited liability partnership registered in • frc.org.uk/auditorsresponsibilities. This description forms Reviewed for significant transactions outside the England and Wales ( withregistered number OC305127 ) part of our auditor’s report. 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. Octopus Future Generations VCT plc — Annual report and financial statements 2024 69 # Income statement | | Notes | 18 months to 31 December 2024 | | | Year to 30 June 2023 | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | | Gain on disposal of fixed asset investments | | — | 1,382 | 1,382 | — | — | — | | Net loss on valuation of fixed asset investments | 9 | — | (3,564) | (3,564) | — | (6) | (6) | | Investment management fee | 3 | (345) | (1,035) | (1,380) | (174) | (522) | (696) | | Investment income | 2 | 1,427 | — | 1,427 | 424 | — | 424 | | Other expenses | 4 | (759) | — | (759) | (500) | — | (500) | | **Earnings/(loss) before tax** | | **323** | **(3,217)** | **(2,894)** | **(250)** | **(528)** | **(778)** | | Tax | 6 | — | — | — | — | — | — | | **Earnings/(loss) after tax** | | **323** | **(3,217)** | **(2,894)** | **(250)** | **(528)** | **(778)** | | **Earnings/(loss) per share – basic and diluted** | 7 | **0.6p** | **(6.3)p** | **(5.7)p** | **(0.6)p** | **(1.3)p** | **(1.9)p** | - The 'Total' column of this statement is the profit and loss account of Future Generations VCT; 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. - Future Generations VCT has only one class of business and derives its income from investments made in shares and securities and from bank and money market funds. Future Generations VCT has no other comprehensive income for the period. The accompanying notes form an integral part of the financial statements. 70 Octopus Future Generations VCT plc — Annual report and financial statements 2024 # Balance sheet | | Notes | As at 31 December 2024 | | As at 30 June 2023 | | | --- | --- | --- | --- | --- | --- | | | | €'000 | €'000 | €'000 | €'000 | | Fixed asset investments | 9 | | 26,769 | | 24,895 | | Current assets: | | | | | | | Debtors | 10 | 1,166 | | 379 | | | Applications cash^{1} | | 100 | | 370 | | | Cash at bank | | 112 | | 152 | | | Money market funds | 11 | 19,972 | | 20,140 | | | | | | 21,350 | | 21,041 | | Creditors: amounts falling due within one year | 12 | (196) | | (518) | | | Net current assets | | | 21,154 | | 20,523 | | **Net assets** | | | **47,923** | | **45,418** | | Share capital | 13 | | 54 | | 48 | | Share premium | | | 51,854 | | 46,461 | | Capital reserve realised | | | (328) | | (640) | | Capital reserve unrealised | | | (3,526) | | 3 | | Revenue reserve | | | (131) | | (454) | | **Total equity shareholders' funds** | | | **47,923** | | **45,418** | | **NAV per share** | 8 | | **88.8p** | | **94.3p** | 1. Cash received from investors but not yet allotted. 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 2025 and are signed on their behalf by: Helen Sinclair Helen Sinclair Chair Company No: 13750143 Octopus Future Generations VCT plc — Annual report and financial statements 2024 71 ## Statement of changes in equity | | | | | Capital reserve | | | Capital reserve | | | Revenue | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | 1 | | | | | | 1 | | | Share capital | | Share premium | | | realised | | | unrealised | | reserve | | | Total | | | £’000 | | £’000 | | £’000 | | | | £’000 | | £’000 | | £’000 | As at 1 July 2023 48 46,461 (640) 3 (454) 45,418 Comprehensive income for the period: Management fees allocated as capital expenditure — — (1,035) — — (1,035) Current year gain on disposal of fixed asset investments — — 1,382 — — 1,382 Net loss on fair value of fixed asset investments — — — (3,564) — (3,564) Gain after tax — — — — 323 323 Total comprehensive loss for the period — — 347 (3,564) 323 (2,894) Contributions by and distributions to owners: Share issue 6 5,506 — — — 5,512 Share issue costs — (113) — — — (113) Total contributions by and distributions to owners 6 5,393 — — — 5,399 Other movements: Prior year fixed asset loss unrealised — — (35) 35 — — Total other movements — — (35) 35 — — Balance as at 31 December 2024 54 51,854 (328) (3,526) (131) 47,923 1. Reserves are available for distribution, subject to the restrictions tabled in Note 14 of the financial statements. The accompanying notes form an integral part of the financial statements. 72 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## Statement of changes in equity  continued | | | | | Capital reserve | | | Capital reserve | | | Revenue | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | 1 | | | | | 1 | | | Share capital | | Share premium | | | realised | | | unrealised | | reserve | | Total | | | £’000 | | £’000 | | £’000 | | | | £’000 | £’000 | | £’000 | As at 1 July 2022 33 31,572 (118) 9 (204) 31,292 Comprehensive income for the period: Management fees allocated as capital expenditure — — (522) — — (522) Net loss on fair value of fixed asset investments — — — (6) — (6) Loss after tax — — — — (250) (250) Total comprehensive loss for the period — — (522) (6) (250) (778) Contributions by and distributions to owners: Shares issued 15 15,164 — — — 15,179 Share issue costs — (275) — — — (275) Total contributions by and distributions to owners 15 14,889 — — — 14,904 Balance as at 30 June 2023 48 46,461 (640) 3 (454) 45,418 1. Reserves are available for distribution, subject to the restrictions tabled in Note 14 of the financial statements. The accompanying notes form an integral part of the financial statements. Octopus Future Generations VCT plc — Annual report and financial statements 2024 73 ## Cash flow statement | | 18 months to | | Year to | | --- | --- | --- | --- | | | 31 December | | 30 June | | | | 2024 | 2023 | | Notes | | £’000 | £’000 | Cash flows from operating activities 1 Loss before tax (2,894) (778) Decrease/(increase) in debtors 173 (325) Decrease in creditors (52) (103) Gain on disposal of fixed assets 9 (1,382) — Loss on valuation of fixed asset investments 9 3,564 6 Outflow from operating activities (591) (1,200) Cash flows from investing activities Purchase of fixed asset investments 9 (8,162) (23,238) Sale of fixed asset investments 3,146 — Outflow from investing activities (5,016) (23,238) Cash flows from financing activities Movement in applications account 12 (270) (1,544) Proceeds from share issues 5,512 15,179 Share issue costs (113) (275) Inflow from financing activities 5,129 13,360 Decrease in cash and cash equivalents (478) (11,079) Opening cash and cash equivalents 20,662 31,741 Closing cash and cash equivalents 20,184 20,662 Cash and cash equivalents comprise Cash at bank 112 152 Money market funds 19,972 20,140 Applications cash 100 370 Closing cash and cash equivalents 20,184 20,662 1. Loss before tax includes cashflows from dividends of £1.4 million (2023: £0.4 million). The accompanying notes form an integral part of the financial statements. 74 Octopus Future Generations VCT plc — Annual report and financial statements 2024 # Notes to the financial statements ## 1. Principal accounting policies Octopus Future Generations VCT plc ('Future Generations VCT') is a Public Limited Company (plc) incorporated in England and Wales and its registered office is at 6th Floor, 33 Holborn, London EC1N 2HT. Future Generations VCT has been approved as a Venture Capital Trust by HMRC under Section 259 of the Income Taxes Act 2007. The shares of Future Generations VCT were first admitted to the Official List of the UK Listing Authority and trading on the London Stock Exchange on 5 April 2022 and can be found under the TIDM code OFG. Future Generations VCT is premium listed. The principal activity of Future Generations VCT is to invest in a diversified portfolio of UK smaller companies in order to generate capital growth over the long term as well as an attractive tax-free dividend stream. The financial statements are presented in GBP (£) to the nearest £'000. The functional currency is also GBP (£). Some accounting policies have been disclosed in the respective notes to the financial statements. ### Basis of preparation The financial statements have been prepared on a going concern basis under the historical cost convention, except for the measurement at fair value of certain financial instruments, and in accordance with UK Generally Accepted Accounting Practice (GAAP), including Financial Reporting Standard 102 – 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' (FRS 102), the Companies Act 2006 and the Statement of Recommended Practice (SORP) 'Financial Statements of Investment Trust Companies and Venture Capital Trusts (July 2022)'. Further details can be found on page 40. The financial statements cover the 18 month period ended 31 December 2024. Comparatives relate to the period from 1 July 2022 to 30 June 2023 and are audited. A summary of the principal accounting policies is set out in the notes. Future Generations VCT presents its Income Statement in a three-column format to give shareholders additional detail of the performance of Future Generations VCT, split between items of a revenue or capital nature as required by the SORP. The preparation of the financial statements requires management to make judgements and estimates that affect the application of policies and reported amounts of assets, liabilities, income and expenses. Estimates and assumptions mainly relate to the fair valuation of the fixed asset investments, which encompasses entirely of unquoted investments. Estimates are based on historical experience and other assumptions that are considered reasonable under the circumstances. The estimates and the assumptions are under continuous review with particular attention paid to the carrying value of the investments. Capital valuation policies are those that are most important to the manifestation of Future Generations VCT's financial position and that require the application of subjective and complex judgements, often due to the need to make estimates about the effects of matters that are inherently uncertain and may change in subsequent periods. The critical accounting policies that are declared will not necessarily result in material changes to the financial statements in any given period but rather contain a potential for material change. The main accounting and valuation policies used by Future Generations VCT are disclosed in the notes below. Whilst not all the significant accounting policies require subjective or complex judgements, Future Generations VCT considers that the following accounting policies should be considered critical. Future Generations VCT has designated all fixed asset investments as being held at fair value through profit or loss in line with the exemption under FRS 102 for investment companies, therefore all gains and losses arising from investments held are taken to the Income Statement in the period in which they occur. Accordingly, all expenses and investment gains and losses are attributable to assets designated as being at fair value through profit or loss. Investments are regularly reviewed to make sure that the fair values are appropriately stated. Unquoted investments are valued in accordance with current IPEV valuation guidelines, although this does rely on subjective estimates such as appropriate sector earnings or revenue-based multiples, forecast results of portfolio companies, and liquidity or marketability of the investments held. Although Future Generations VCT believes that the assumptions concerning the business environment and estimates of future cash flows are appropriate, changes in estimates and assumptions could require changes in the stated values. This could lead to additional changes in fair value in the future. ### Revenue and capital The revenue column of the Income Statement comprises of revenue expenses. The capital column includes changes in fair value of investments and capital expenses. Gains and losses arising from changes in fair value of investments are recognised as part of the capital return within the Income Statement. Investment management fees are split between revenue (25%) and capital (75%) in line with the Board's expected long-term return in the form of income and capital gains respectively from Future Generations VCT's investment portfolio. Octopus Future Generations VCT plc — Annual report and financial statements 2024 75 ## Notes to the financial statements  continued 1. Principal accounting policies continued Judgements in applying accounting policies and key sources of estimation uncertainty This is addressed in Note 9. Cash and cash equivalents Cash and cash equivalents comprises cash at bank and other highly liquid short- Reserves term investments with a maturity of three months or less at the date of acquisition Share capital – represents the nominal value of shares that have been issued. and subject to insignificant changes in fair value. For the purpose of the Cash Flow Share premium – includes any premium received on issue of share capital. Any Statement, cash and cash equivalents comprises cash at bank and money market transaction costs directly associated with the issuing of shares are deducted from funds (MMFs). The carrying amount approximates fair value. share premium. Financing strategy and capital structure Capital reserve realised – arises when an investment is sold. Any balance held on the Capital management is monitored and controlled by forecasting income and capital reserve unrealised is transferred to the capital reserve realised, as a movement expenditure over both the short and medium term to enable investments to be made in reserves. whilst maintaining short-term liquidity. The investments being managed include Capital reserve unrealised – arises when Future Generations VCT revalues equity, and short-term liquidity comprises cash and cash equivalents including theinvestments held at the end of the period. Any gains or losses arising are debtors and creditors. credited/charged to the capital reserve unrealised. We define capital as shareholders’ funds, and our financial strategy in the medium Revenue reserve – revenue profits and losses are credited and charged to this term is to manage a level of cash that balances the risks of the business with account. optimising the return on equity. Future Generations VCT currently has no borrowings, nor does it anticipate that it will have any borrowing facilities in the future to fund the acquisition of investments. 2. Investment income Future Generations VCT does not have any externally imposed capital requirements. Accounting policy The value of the managed capital is indicated in Note 14. The Board considers the Investment income comprises interest earned on money market funds. Dividend distributable reserves and the total return for the period when recommending a dividend. income is shown net of any related tax credit. Dividends receivable are brought into In addition, the Board is authorised to make market purchases up to a maximum of account when Future Generation's right to receive payment is established and there is 14.99% of the issued Ordinary share capital of Future Generations VCT in accordance with no reasonable doubt that payment will be received. Fixed returns on debt and money Special Resolution 10 in order to maintain sufficient liquidity in the VCT. market funds are recognised so as to reflect the effective interest rate, provided there is no reasonable doubt that payment will be received in due course. Financial instruments Disclosure Future Generations VCT’s principal financial assets are its investments, and the policies in relation to those assets are set out in Note 9. Financial liabilities and 18 months to equity instruments are classified according to the substance of the contractual 31 December 2024 30 June 2023 arrangements entered into. An equity instrument is any contract that evidences a £’000 £’000 residual interest in the assets of the entity after deducting all of its financial liabilities. Money market funds 1,427 424 Where the contractual terms of share capital do not have any terms meeting the Total 1,427 424 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. 76 Octopus Future Generations VCT plc — Annual report and financial statements 2024 # Notes to the financial statements → continued ## 3. Investment management fees ### Accounting policy For the purposes of the revenue and capital columns in the Income Statement, the management fee has been allocated 25% to revenue and 75% to capital, in line with the Board's expected long-term return in the form of income and capital gains respectively from Future Generations VCT's investment portfolio. ### Disclosure | | 18 months to 31 December 2024 | | | Year to 30 June 2023 | | | | --- | --- | --- | --- | --- | --- | --- | | | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | | Investment management fee | 345 | 1,035 | 1,380 | 174 | 522 | 696 | | **Total** | **345** | **1,035** | **1,380** | **174** | **522** | **696** | The Portfolio Manager provides investment management services through agreements with Octopus AIF Management Limited and Future Generations VCT. It also provides accounting and administration services to Future Generations VCT under a Non-Investment Services Agreement (NISA). No compensation is payable if the agreement is terminated by either party, if the required notice period is given. The fee payable, should insufficient notice be given, will be equal to the fee that would have been paid should continuous service be provided, or the required notice period was given. The basis upon which the management fee is calculated is disclosed within Note 18 of the financial statements. Octopus Future Generations VCT plc — Annual report and financial statements 2024 77 ## Notes to the financial statements  continued 4. Other expenses the period. Future Generations VCT has no employees other than Non-Executive Directors. The average number of Non-Executive Directors in the period wasthree. Accounting policy Other expenses are accounted for on an accruals basis and are charged wholly to revenue. 6. Tax on ordinary activities The transaction costs incurred when purchasing or selling assets are written off to the Accounting policy Income Statement in the period that they occur. Corporation tax payable is applied to profits chargeable to corporation tax, if any, 18 months to Year to atthe current rate. The tax effect of different items of income/gain and 31 December 2024 30 June 2023 expenditure/loss is allocated between capital and revenue return on the ‘marginal’ £’000 £’000 basis as recommendedinthe SORP. NISA fees 213 122 1 Deferred tax is recognised in respect of all timing differences at the reporting date. Directors' remuneration 157 77 Timing differences are differences between taxable profits and total income as stated 2 Audit fees 78 63 in the financial statements that arise from the inclusion of income and expenses Directors and Officers (D&O) insurance 74 15 in tax assessments in periods different from those in which they are recognised in Depositary fees 62 57 financial statements. Listing fees 46 58 Disclosure Registrars fees 28 21 The corporation tax charge for the period was £nil. Director recruitment & expenses 27 — | Report and account fees 26 38 | | 18 months to | | | Year to | | --- | --- | --- | --- | --- | --- | | Other fees 48 49 | 31 December 2024 | | | 30 June 2023 | | | | | | £’000 | | £’000 | Total 759 500 Loss on ordinary activities before tax (2,894) (778) 1. Includes employers’ NI. Current tax at 25% (2023: 20.5%) (724) (159) 2. Includes VAT. Effects of: Total ongoing charges are capped at 3.0% of net assets. For the period to 31 December 2024, the ongoing charges exceeded this cap and a rebate was paid from the Non-taxable income (357) — Portfolio Manager for the amount of £39,000. For the 18 months to 31December Non-taxable capital gains 546 1 2024 the ongoing charges were 3.0% (2023: 3.0%) of net assets. This is calculated by Non-deductible expenses 1 — summing the annualised expenses incurred in the period (excluding non-recurring expenses) divided by the average NAV throughout the period. Excess management expenses on which deferred tax not recognised 534 193 5. Directors’ remuneration 1 Tax rate differences — (35) Total Directors’ fees paid during the period were £142,000 (2023: £70,000). Employers’ Total current tax charge — — National Insurance contributions paid during the period were £15,000 (2023: £7,000). The highest paid Director received £56,000 (2023: £35,000). None of the Directors 1. Tax rate difference due to tax charge for the period being calculated at 20.5% and excess management received any other remuneration or benefit from Future Generations VCT during expenses on which deferred tax is not recognised being calculated at 25%. 78 Octopus Future Generations VCT plc — Annual report and financial statements 2024 # Notes to the financial statements → continued ## 6. Tax on ordinary activities continued Unrelieved tax losses of £3,251,000 (2023: £1,094,000) are estimated to be carried forward at 31 December 2024 (subject to completion of Future Generations VCT's tax return) and are available for offset against future taxable income, subject to agreement with HMRC. Future Generations VCT has not recognised the deferred tax asset of £808,000 (2023: £273,000) in respect of these tax losses because there is insufficient forecast taxable income in excess of deductible expenses to utilise these losses carried forward. Approved VCTs are exempt from tax on capital gains. As the Directors intend for Future Generations VCT 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. ## 7. (Loss)/earnings per share | | 18 months to 31 December 2024 | | | Year to 30 June 2023 | | | | --- | --- | --- | --- | --- | --- | --- | | | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | | Earnings/(loss) attributable to Ordinary shareholders (£'000) | 323 | (3,217) | (2,894) | (250) | (528) | (778) | | Earnings/(loss) per Ordinary share (p) | 0.6 | (6.3) | (5.7) | (0.6) | (1.3) | (1.9) | The Earnings/(loss) per share is based on 51,727,417 (2023: 40,987,788) Ordinary shares, being the weighted average number of Ordinary shares in issue during the period. 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 therefore identical. ## 8. Net asset value per share | | 31 December 2024 | 30 June 2023 | | --- | --- | --- | | Net assets (£'000) | 47,923 | 45,418 | | Shares in issue | 53,941,104 | 48,138,337 | | NAV per share (p) | 88.8 | 94.3 | ## 9. Fixed asset investments ### Accounting policy Future Generations VCT's principal financial assets are its investments and the policies in relation to those assets are set out below. 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. Octopus Future Generations VCT plc — Annual report and financial statements 2024 79 ## Notes to the financial statements  continued • Level 1: The unadjusted, fully accessible and current quoted price in an active market for 9. Fixed asset investments continued identical assets or liabilities that an entity can access at the measurement date. Future Purchases are recognised in the financial statements at the date of the transaction Generations VCT holds no quoted investments. (trade date). • Level 2: Inputs for similar assets or liabilities other than the quoted prices included in These investments are actively managed and their value is evaluated on a fair Level 1 that are directly or indirectly observable, which exist for the duration of the period value basis in accordance with a documented valuation policy. The rationale for the of investment. Future Generations VCT holds no such investments. selected valuation methodologies, as well as the observable inputs underpinning the • Level 3: This is where inputs are unobservable, where no active market is available valuations, are provided to the Board. As permitted under FRS 102, the investments and recent transactions for identical instruments do not provide a good estimate of are measured at subsequent reporting dates at fair value through profit or loss fair value for the asset or liability. Future Generations VCT’s unquoted investments are (FVTPL) on the basis that they qualify as a group of assets managed, and whose included in Level 3. performance is evaluated, on a fair value basis in accordance with a documented investment strategy. Future Generations VCT’s investments are measured at During the last year, there have been no transfers across the various Levels subsequent reporting dates at fair value. throughout the portfolio. In the case of unquoted investments, fair value is estimated by using recognised All items held at fair value through profit or loss were designated as such upon initial valuation techniques such as price of recent transaction (PRI), earnings or recognition. Movements in investments at fair value through profit or loss during the revenue-based multiples, discounted cash flows or net asset value, in line with the period to 31 December 2024 are summarised below and in Note 14. International Private Equity and Venture Capital’s valuation guidelines as updated in The most critical estimates, assumptions and judgements relate to the determination December 2022. Where price of recent transaction is used, the valuation is calibrated of the carrying value of investments at ‘fair value through profit and loss’ (FVTPL). All to a valid methodology. investments held by Future Generations VCT are classified as FVTPL and measured Gains or losses arising from changes in fair value of investments are recognised in accordance with the Future Generations VCT valuation policy and with the as part of the capital return within the Income Statement and allocated to the International Private Equity and Venture Capital Valuation (IPEV) guidelines, as capital reserve unrealised. In determining the valuation of assets, the Directors are updated in December 2022. required to make judgements and estimates that are within a reasonable range Unquoted investments are stated at fair value by the Directors at each measurement and a reflection of their understanding of the trading performance of the portfolio date in accordance with appropriate valuation techniques, which are consistent with companies. the IPEV guidelines: Fair value hierarchy (i) The price of a recent investment, if resulting from an orderly transaction, is Paragraph 34.22 of FRS 102 recognises a hierarchy of fair value measurements, for assumed to represent fair value as of the transaction date. At every subsequent financial instruments measured at fair value in the balance sheet, which gives the measurement date, the PRI may remain an appropriate indicator of fair value, highest priority to unadjusted quoted prices in active markets for identical assets however as its validity is eroded over time, adequate consideration will be given to or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). This the current facts and circumstances, including, but not limited to, changes in the methodology is adopted by Future Generations VCT and requires disclosure of market or changes in the performance of the portfolio company. This may result financial instruments to be dependent on the lowest significant applicable input, as in calibrating the PRI to account for the aforementioned factors. Where necessary, laid out below: we may rely on PRI for certain investments where other valuation methodologies may not be possible, or calibration confirms the PRI is appropriate, notably where there are no current or short-term future revenues expected, and no other valuation approach is appropriate; 80 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## Notes to the financial statements  continued 9. Fixed asset investments continued (ii) Where a recent transaction is not deemed to be representative of fair value, a Market Approach may be considered. This technique involves the application of an appropriate multiple to a performance measure (typically revenue, but potentially also EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortisation)) in order to derive the value of the business: • appropriate multiples will usually be derived by reference to a peer group of current market-based multiples, as reflected in market valuations of comparable quoted companies or the price at which comparable companies have changed ownership, to the extent this information is publicly available; or • calibration to the PRI validates that the valuation techniques using contemporaneous market inputs. In deriving the relevant market-based multiples, consideration will be given to any relevant control premiums which are applicable in order to account for the level of control over investments, whilst also accounting for any discounts when comparing differing levels of marketability in the underlying investments. This approach will notably help capture any risks associated with a lack of liquidity in the minority holding of an unquoted investment and may be further adjusted to reflect the trading performance of the portfolio company versus expectations as at the investment; (iii) premiums, to the extent that they are considered capital in nature, and that they will be received upon repayment of loan stock investments, are accrued at fair value when Future Generations receives the right to the premium and when considered recoverable; (iv) For investments in early or development stages, where there are no current or short-term future revenues expected, the most appropriate valuation approach to measure fair value may be based on calibrating the latest pricing round using qualitative milestones. These milestones provide a directional indication of the movement in fair value, which we have sensitised by a standardised percentage; (v) Where a number of discreet outcomes can be expected for an investment, a simplified probability-weighted expected return model may be used to determine fair value. Capital gains and losses on investments, whether realised or unrealised, are dealt with in the profit and loss and revaluation reserves and movements in the period are shown in the Income Statement. All figures are shown net of any applicable transaction costs incurred by Future Generations VCT. All investments are initially recognised at transaction price and subsequently measured at fair value. Changes in fair value are recognised in the Income Statement. A key judgement made in applying the above accounting policy relates to investments that are permanently written off. Where the value of an investment has fallen permanently below the price of recent investment, the loss is treated as a realised loss, even though the investment is still held. The Board assesses the portfolio for such investments and, after agreement with the Portfolio Manager, will agree the values that represent the extent to which an investment loss has become realised. 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 in value. Octopus Future Generations VCT plc — Annual report and financial statements 2024 81 ## Notes to the financial statements  continued 9. 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. | Valuation basis/methodology Number of | | | | Percentage of | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | companies valued | | companies valued | | Input to be | FV 31 Dec 24 | | FV impact +ve | | FV impact -ve | | | | | by approach | | by approach | sensitised | | (£m) | | (£m) | | (£m) | 1 Calibrated Price of Recent Investment 12 33% n/a 11.7 n/a n/a Market approach - revenue multiple 3 8% Market 4.9 0.5 (0.5) multiple +/- 10% 2 Probability Weighted Scenario Approach 7 19% n/a 3.7 n/a n/a Milestone Approach 10 28% +/- 25% 6.5 1.4 (1.4) milestone achievement Write-off 4 11% n/a - n/a n/a 36 100% 26.8 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 £1,166,952. 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 £368,403. 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. 82 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## Notes to the financial statements  continued | 9. Fixed asset investments continued | | | Exits | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Disclosure | | | | | | | | | | | | | Valuation | | | | | | | | | | | | Year of | | | | Total | | | as at | | | | | Level 3: Unquoted | | | Investment | | | | first | investment | | | 30 June 2023 | | | Date of | | | | | investments | Name of company | | theme | investment | | | | cost £m | | | | £m Acquirer | | exit | £’000 | | Perk Finance S.L. | | Empowering | | | --- | --- | --- | --- | --- | | Book cost at 30 June 2023 24,892 | | 1 | | | | | (trading as Cobee) | | | people Nov-22 2.6 2.5 Pluxee Sep-24 | Cumulative revaluation at 30 June 2023 3 Building a | Valuation at 1 July 2023 24,895 | | | sustainable | | | | --- | --- | --- | --- | --- | --- | | | | 1 | | | 2 | | | Neat SAS | | | planet Nov-22 0.2 | 0.2 Secondaries Oct-24 | Movement in the period: | Purchases at cost 8,162 | | | 1. This company has also been invested in by other funds managed by Octopus. | | --- | --- | --- | --- | | | 1 | | 2. Partial disposal. | | Disposal proceeds | | (4,106) | | 2 Gain on realisation of investments 1,382 The company received £4.1 million ( 2023: £nil ) from investments sold in the year. The book cost of these investments when they were purchased was £2.8 million ( 2023: £nil ) . These investments have been revalued Change in fair value in period (3,564) over time and until they were sold any unrealised gains/losses were included in the fair value of the investments. Valuation at 31 December 2024 26,769 Book cost at 31 December 2024 30,295 10. Debtors Cumulative revaluation at 31 December 2024 (3,526) 31 December 2024 30 June 2023 Valuation at 31 December 2024 26,769 £’000 £’000 1 | 1. Proceeds from exits made during the accounting period. Total proceeds realised from exits during the year | | | Deferred Consideration (current) | | 590 — | | --- | --- | --- | --- | --- | --- | | amounted to £4.1 million. This includes £3.1 million in cash proceeds received upon exit | | ( as presented in the | | 2 | | | | | | Deferred Consideration (non-current) | | 370 — | | Cash Flow Statement | ) and £1 million of proceeds deferred to future years. | | | | | Prepayments 40 292 2. Deferred proceeds have been revalued at year-end and have been netted against the ( loss ) /gain on disposal of investments. Accrued income 80 74 The investment portfolio is managed with capital growth as the primary focus. Trade debtors 41 — 3 Other debtors 45 13 The sensitivity of these valuations to a reasonable possible change in such assumptions is given in Note 15. Total 1,166 379 1. Proceeds on exits made during the period for which the disposal proceeds have not been received by the end of the 18-month period but will be received within the next 12 months. 2. Proceeds on exits made during the period for which the disposal proceeds have not been received by the end of the 18-month period and will be received after the next 12 months. 3. Other debtors for the period relates to a refund expected from LSE on fundraise. Octopus Future Generations VCT plc — Annual report and financial statements 2024 83 ## Notes to the financial statements  continued | 11. Current asset investments | | | | | 13. Share capital | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | 31 December 2024 | | 30 June 2023 | | | | 31 December 2024 | | 30 June 2023 | | | | | | | | | | | | | | | £’000 | | £’000 | | | | £’000 | | £’000 | | | | | | Allotted and fully paid up: 53,941,104 Money market funds 19,972 20,140 (2023: 48,138,337) Ordinary shares of 0.1p 53,941 48,138 Total 19,972 20,140 The capital of Future Generations VCT is managed in accordance with its investment policy The current asset investments consists of money market funds and are readily with a view to the achievement of its investment objective as set out on pages 11 and 12. convertible into cash at the option of Future Generations VCT. The current asset Future Generations VCT is not subject to any externally imposed capital requirements. investments are actively managed and the performance is evaluated in accordance Capital is defined as shareholders’ funds, and Future Generations VCT’s financial with a documented investment strategy. Information about them is provided strategy in the medium term is to manage a level of cash that balances the risks of internally on that basis to the Board. Money market funds held at the end of the the business with optimising the return on equity. Future Generations VCT currently period sit within Level 1 of the fair value hierarchy for the purposes of FRS 102, as set has no borrowings nor does it anticipate that it will enter into any borrowing facilities out in Note 9. in the future to fund the acquisition of investments. The Board considers the distributable reserves and the total return for the period when 12. Current liabilities recommending a dividend. In addition, the Board is authorised to make market purchases 31 December 2024 30 June 2023 up to a maximum of 14.99% of the issued Ordinary share capital of Future Generations £’000 £’000 VCT as at the date of the AGM for the period to the next AGM in accordance with Special 1 Applications cash 100 370 Resolution 10 in order to maintain sufficient liquidity in Future Generations VCT’s shares. Trade creditors — 5 Capital management is monitored and controlled using the internal control 2 procedures set out on pages 51 and 52 of this report. The capital being managed Other creditors 13 13 includes equity, cash balances and liquid resources including debtors and creditors. Accruals 83 130 Total 196 518 0.1p Ordinary shares 31 December 2024 30 June 2023 Brought forward 48,138,337 32,569,178 1. Applications cash is cash received from investors to Future Generations VCT but not yet allotted. The movement in the applications cash creditor is reflected in the cash flow statement as application inflows not yet allotted. Shares issued – fundraise 5,802,767 15,569,159 2. Other creditors consists of 50,000 redeemable preference shares which were allotted and issued to Octopus Shares issued – subscriber — — Investments Limited on 17 December 2021. Carried forward 53,941,104 48,138,337 Each share has full voting, dividend and capital distribution rights. During the period 5,802,767 shares were issued at an average price of 94.4p per share: 2,027,485Ordinary shares under the offer launched on 31 January 2023 and 3,775,282 Ordinary shares under the offer launched on 31 January 2024. The gross consideration received for these shares was £6million (£5 million net of fees). 84 Octopus Future Generations VCT plc — Annual report and financial statements 2024 # Notes to the financial statements → continued ## 14. Reserves When Future Generations VCT revalues its investments during the period and at the period end, 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 potential distribution by way of a dividend are: | | 31 December 2024 £'000 | 30 June 2023 £'000 | | --- | --- | --- | | Opening balance | (1,094) | (321) | | Movement in period | (2,891) | (773) | | **Carried forward** | **(3,985)** | **(1,094)** | There are no reserves available for distribution as the balance is below zero, which is not unexpected at this point in Future Generations VCT's development. ## 15. Financial instruments and risk management Future Generations VCT's financial instruments comprise equity, cash balances and liquid resources including debtors and creditors. Future Generations VCT 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 Future Generations VCT held the following categories of financial instruments, all of which are included in the balance sheet at fair value, at 31 December 2024: | | 31 December 2024 £'000 | 30 June 2023 £'000 | | --- | --- | --- | | **Financial assets held at fair value through profit or loss** | | | | Fixed asset investments | 26,769 | 24,895 | | Money market funds | 19,972 | 20,140 | | **Total** | **46,741** | **45,035** | | **Financial assets at amortised cost** | | | | Applications cash^{1} | 100 | 370 | | Cash at bank | 112 | 152 | | Debtors | 1,166 | 379 | | **Total** | **1,378** | **901** | | **Financial liabilities at amortised cost** | | | | Creditors | 96 | 148 | | Unallotted cash^{1} | 100 | 370 | | **Total** | **196** | **518** | 1. Applications cash and unallotted cash is cash received from investors by Future Generations VCT but not yet allotted. Fixed asset investments (see Note 9) 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 period end is equal to their book value. Octopus Future Generations VCT plc — Annual report and financial statements 2024 85 # Notes to the financial statements → continued ## 15. Financial instruments and risk management continued In carrying on its investment activities, Future Generations VCT is exposed to various types of risk associated with the financial instruments and markets in which it invests. The most significant types of financial risk facing Future Generations VCT are market risk, credit risk and liquidity risk. Future Generations VCT's approach to managing these risks is set out below together with a description of the nature and amount of the financial instruments held at the balance sheet date. ### Market risk Future Generations VCT's strategy for managing investment risk is determined with regard to Future Generations VCT's long-term objective, as outlined on page 11 and 12. The management of market risk is part of the investment management process and is a central feature of venture capital investment. Future Generations VCT's portfolio is managed in accordance with the policies and procedures described in the Corporate Governance Report on pages 44 and 45, having regard to the possible effects of adverse price movements, with the objective of maximising overall returns to shareholders. Investments in unquoted companies, by their nature, usually involve a higher degree of risk than investments in companies quoted on a recognised stock exchange, though the risk can be mitigated to a certain extent by diversifying the portfolio across business sectors and asset classes. The overall disposition of Future Generations VCT's assets is regularly monitored by the Board. Details of Future Generations VCT's investment portfolio at the balance sheet date are set out on page 89 and 90. 56% by value of Future Generations VCT's net assets (100% of invested portfolio) comprises investments in unquoted companies held at fair value. Whilst a variety of valuation methodologies were considered for the valuation of the Future Generations VCT, the portfolio has predominantly been valued using PRI or a milestone approach. The milestone approach is used when a company has nil or nascent revenue making a market (revenue multiple) approach inappropriate. The milestone adjustment is applied to PRI in 25% increments (both positive and negative) based on a qualitative assessment. An increase in the milestone adjustment of 25% would increase the net asset value by £1.4 million (3%). Conversely, a decrease in the milestone adjustment of 25% would decrease the net asset value by £1.4 million (3%). ### Market risk continued Only three investments valued using either a revenue multiple or calibration of PRI. Consequently, portfolio valuations are less sensitive to market movements. However, market sensitivities will become more relevant in future periods as the portfolio matures and alternative valuation methodologies are adopted. A 10% overall decrease in the valuation of the unquoted investments at 31 December 2024 would have decreased net assets by £2.7 million (6% of net assets) and an equivalent change in the opposite direction would have increased net assets by the same amount. 11% of the invested portfolio's assets are exposed to USD (6% of net assets), along with 14% exposed to EUR (8% of net assets), 1% is exposed to more than one foreign currency, with the remaining amount denominated in GBP. Overall, this results in £6.6 million of the portfolio exposed to foreign currencies, or 14% of net assets. An increase in the rate of 10% would decrease the net assets by £0.8 million (2% of net assets) with the equivalent change in the opposite direction. The 10% sensitivity used provides the most meaningful impact of average foreign exchange rate changes across the portfolio. ### Interest rate risk Some of Future Generation's financial assets are interest-bearing, of which some are at fixed rates and some variable. As a result, Future Generations is exposed to interest rate risk due to fluctuations in the prevailing levels of market interest rates. Future Generations VCT's floating rate investments comprise interest-bearing money market funds as at 31 December 2024. 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. The benchmark rate which determines the rate of interest receivable on Future Generations VCT's money market investment is the Bank of England base rate, which was 4.75% at 31 December 2024 (31 December 2023: 5.25%). The amounts held in floating rate investments at the balance sheet date were as follows: | | 31 December 2024 £'000 | 30 June 2023 £'000 | | --- | --- | --- | | Money market funds | 19,972 | 20,140 | | **Total** | **19,972** | **20,140** | A 1% increase in the base rate would increase income receivable from these investments and the net assets for the period by £200,000 (2023: £201,000). 86 Octopus Future Generations VCT plc — Annual report and financial statements 2024 # Notes to the financial statements → continued ## 15. Financial instruments and risk management continued ### Credit risk There were no significant concentrations of credit risk to counterparties at 31 December 2024 (2023: none). 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 Future Generations VCT. 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 2024, Future Generations VCT's financial assets exposed to credit risk comprised the following: | | 31 December 2024 £'000 | 30 June 2023 £'000 | | --- | --- | --- | | Cash at bank | 112 | 152 | | Money market funds | 19,972 | 20,140 | | Applications cash | 100 | 370 | | **Total** | **20,184** | **20,662** | 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. 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. Future Generations VCT'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. ### Liquidity risk Future Generations VCT's financial assets include investments in unquoted equity securities which are not traded on a recognised stock exchange and which generally may be illiquid. As a result, Future Generations VCT 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. Listed money market funds are considered to be readily realisable as they are of high credit quality as outlined above. Future Generations VCT's liquidity risk is managed on a continuing basis by the Portfolio Manager in accordance with policies and procedures laid down by the Board. Future Generations VCT's overall liquidity risks are monitored on a quarterly basis by the Board. The Company has no debt, therefore no maturity analysis is required. Future Generations VCT maintains sufficient resources in cash to pay accounts payable and accrued expenses. At 31 December 2024 these resources were valued at £20,084,000 (2023: £20,292,000). ## 16. Post balance sheet events The following events occurred between the balance sheet date and the signing of these financial statements: - 1 new investments completed totalling £0.4 million and 3 follow-on investment completed totalling £2 million ## 17. Contingencies, guarantees and financial commitments There were no contingencies, guarantees or financial commitments as at 31 December 2024 (2023: £nil). ## 18. Transactions with the Manager and Portfolio Manager Future Generations VCT is classified as a full-scope Alternative Investment Fund under the Alternative Investment Fund Management Directive (the 'AIFM Directive'). Future Generations VCT has appointed Octopus AIF Management Limited to provide the services of an AIFM of a full-scope AIF. In accordance with its power to do so under AIFMD, Octopus AIF Management Limited has delegated investment management to Octopus Investments Limited, whilst retaining the obligations of a risk manager. Octopus Future Generations VCT plc — Annual report and financial statements 2024 87 # Notes to the financial statements → continued ## 18. Transactions with the Manager and Portfolio Manager continued Future Generations VCT paid Octopus AIF Management Limited £1,380,000 (2023: £696,000) in the period as a management fee, after applying a rebate to maintain the total ongoing charges below the 3% cap. The annual management charge (AMC) is based on 2% of Future Generations VCT's NAV. The AMC is payable quarterly in advance and calculated using the latest published NAV of Future Generations VCT and the number of shares in issue at each quarter end. Once the quarter has ended, an adjustment will be made if the NAV at the end of the current quarter is calculated and which differs from the NAV as at the end of the previous quarter. The Manager will donate 10% of the management fee to the Octopus Giving Charitable Foundation, which was set up in 2014 to help charities make the world a better place and which, since inception, has donated more than £1 million to such worthy causes. Octopus also provides Non-Investment Services to Future Generations VCT, payable quarterly in advance. The fee is 0.3% of Future Generations VCT's NAV, calculated at quarterly intervals. The NISA fee is calculated using the latest published NAV of Future Generations VCT and the number of shares in issue at each quarter end. As with the AMC, an adjustment will be made once the quarter has ended if the NAV at the end of the current quarter is calculated and which differs from the NAV as at the end of the previous quarter. During the period £213,000 (2023: £122,000) was paid to Octopus for Non-Investment Services. In addition, Octopus is entitled to performance-related incentive fees, subject to Future Generations VCT's total return at year end exceeding the total return at the previous year end when an incentive fee was paid, or 97p if the first incentive fee has not yet been paid (the 'Excess'), equal to 20% of the Excess. No performance fee will be paid prior to the financial year ending on 31 December 2025, dividends (paid or declared) being equal to or greater than 10p per Ordinary share and the total return exceeding 120p. The cap relating to Future Generations VCT's total expense ratio, that is the regular, recurring costs of Future Generations VCT expressed as a percentage of its NAV, above which Octopus has agreed to pay, is 3.0%, 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/. ## 19. Related party transactions Several members of the Octopus investment team hold non-executive directorships as part of their monitoring roles in Future Generations VCT's portfolio companies, but they have no controlling interests in those companies. Emma Davies, a Non-Executive Director of Future Generations VCT, previously held the role of co-CEO of Octopus Ventures and she also holds shares in Octopus Capital Ltd. On 24 March 2023, Emma Davies ceased to be employed by Octopus Capital Limited and therefore she is no longer considered a related party. Emma retired as a Non-Executive Director of Future Generations VCT on 31 March 2024. No dividends have been paid to the Directors of Future Generations VCT in the period (2023: £nil). Details of the Directors and their remuneration can be found in the Directors' Remuneration Report on pages 54 to 56. ## 20. Voting rights and equity management of top 10 investments | Investments | % equity held by Future Generations | | --- | --- | | HelloSelf Limited | 4.1% | | Remofirst, Inc. | 1.4% | | Infinitopes Ltd | 4.4% | | Neat SAS | 1.8% | | TYTN Ltd (t/a TitanML) | 3.0% | | Apheris Al GmbH | 3.4% | | Menwell Limited (t/a Manual) | 0.4% | | Mr & Mrs Oliver Ltd (t/a Skin + Me) | 0.6% | | Intrinsic Semiconductor Technologies Ltd | 5.0% | | CoMind Technologies Ltd | 1.4% | 88 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## Investment portfolio | | Investment cost as at | | | Amount invested in the 18 months to | | | | --- | --- | --- | --- | --- | --- | --- | | | | 31 December 2024 | | | 31 December 2024 | | | Fixed asset investments Theme | | | (£'000) | | | (£'000) | Apheris AI GmbH Empowering people 1,484 239 Awell Health BV Revitalising healthcare 242 242 Bloom! Meemo Media, Inc. Empowering people 642 0 CellVoyant Technology Ltd Revitalising healthcare 581 581 CoMind Technologies Ltd Revitalising healthcare 796 796 Correcto ESP, S.L. Empowering people 387 0 Drift Energy Ltd Building a sustainable planet 435 435 Elo Health, Inc. Revitalising healthcare 1,257 0 ExpressionEdits Ltd Revitalising healthcare 571 571 HelloSelf Limited Revitalising healthcare 2,551 0 Infinitopes Ltd Revitalising healthcare 1,611 0 Inflow Holdings Inc. Revitalising healthcare 1,012 0 Intrinsic Semiconductor Technologies Ltd Empowering people 880 0 Kita Earth Ltd Building a sustainable planet 691 0 LabGenius Ltd Revitalising healthcare 605 605 Little Journey Ltd Revitalising healthcare 627 250 Living Optics Ltd Empowering People 858 0 Manwell Limited Revitalising healthcare 870 870 Metris Energy, Inc. Building a sustainable planet 102 102 Mr & Mrs Oliver Ltd ( t/a Skin + Me ) Revitalising healthcare 991 0 Nanosynrinx Ltd Revitalising healthcare 420 420 Neat SAS Building a sustainable planet 574 0 Oto Health Inc. Revitalising healthcare 289 0 Ourotech Ltd ( t/a Pear Bio ) Revitalising healthcare 2,014 0 Pencil Biosciences Ltd Revitalising healthcare 218 218 Octopus Future Generations VCT plc — Annual report and financial statements 2024 89 | Investment portfolio |  | continued | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | Investment cost as at | | | Amount invested in the 18 months to | | | | | | | | 31 December 2024 | | | 31 December 2024 | | | Fixed asset investments Theme | | | | | (£'000) | | | (£'000) | Perci Health Ltd Revitalising healthcare 578 0 Phlux Technology Ltd Empowering people 503 0 Pivotal Future Ltd Building a sustainable planet 767 0 Purrafinity Ltd Building a sustainable planet 507 32 Remofirst, Inc. Empowering people 1,161 1161 Secfix GmbH Empowering people 543 0 Swiipr Technologies Ltd Empowering people 609 609 Tympa Health Technologies Ltd Revitalising healthcare 3,717 1031 TYTN Ltd ( t/a TitanML ) Building a sustainable planet 451 0 Ufonia Ltd Revitalising healthcare 374 0 Vypercore Ltd Empowering people 377 0 30,295 8,162 90 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## Shareholder information and contact details Future Generations VCT was incorporated on 17 November 2021, with over £32.1 million Share price in aggregate (£31.6 million net of expenses) raised through an offer for subscription Future Generations VCT’s share price can be found on various financial websites during the period to 30 June 2022. A further £15.2 million (£14.9 million net of expenses) including www.londonstockexchange.com, with the following TIDM/EPIC code: was raised through an offer for subscription during the period to 30 June 2023. Ordinary shares Further details of Future Generations VCT’s progress are discussed in the Chair’s | Statement and Portfolio Manager’s Review on pages 2 and 3 and 15 to 27 respectively. | | | TIDM/EPIC code OFG | | --- | --- | --- | --- | | | ( | ) | Latest share price 25 April 2025 84.50p | | Venture Capital Trusts | VCTs | | | VCTs were introduced in the Finance Act 1995 to provide a means for private Buying and selling shares individuals to invest in unquoted companies in the UK. Subsequent Finance Acts have introduced changes to VCT legislation. The tax benefits currently available to eligible Future Generations VCT’s Ordinary shares can be bought and sold via a stockbroker new investors in VCTs include: 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 • up to 30% upfront income tax relief; should contact their independent financial adviser if they have any queries. • exemption from income tax on dividends paid; and • exemption from capital gains tax on disposals of shares in VCTs. Buyback of shares Future Generations VCT operates a policy of buying its own shares for cancellation as The principal activity of Future Generations VCT is to invest in a diversified portfolio of they become available, and envisages that purchases will be made at no greater than UK smaller companies in order to generate capital growth over the long term as well a 5% discount to the prevailing NAV. Future Generations VCT is, however, unable to as an attractive tax-free dividend stream. Future Generations VCT has been granted buy back shares directly from shareholders. If you are considering selling your shares, full approval as a VCT by HM Revenue and Customs HMRC. please contact Octopus Investments who can talk to you about the options available. In order to maintain its approval, Future Generations VCT must comply with certain They will also be able to provide details of closed periods (when Future Generations requirements on a continuing basis, including the provisions of Chapter 3 of the VCT is prohibited from buying shares) and details of the price at which it has been Income Tax Act 2007, in particular s280A: bought, and can be contacted as follows: • no single investment made can exceed 15% of Future Generations VCT’s total value; and Octopus Client Relations Team 0800 316 2295 • a minimum of 10% of each qualifying investment must be in Ordinary shares with no investorsupport@octopusinvestments.com preferential rights. If you are considering trading on the secondary market or would like to talk directly The below requirements will apply once Future Generations VCT has passed through to Future Generations VCT’s corporate broker, Panmure Liberum (UK) Limited | three accounting periods: | | (‘Panmure’), they can be contacted as follows: | | --- | --- | --- | | | 1 ( | | | • at least 80% of its investments must comprise ‘qualifying holdings’ | as defined in the | | Chris Lloyd 020 7886 2716 chris.lloyd@panmureliberum.com legislation ) ; and Paul Nolan 020 7886 2717 paul.nolan@panmureliberum.com • at least 70% of the 80% of qualifying holdings must be invested in Ordinary shares with no preferential rights. 1. A ‘qualifying holding’ consists of up to £5 million ( £10 million for knowledge-intensive companies ) invested in any one year in new shares or securities in an unquoted company ( or companies quoted on AIM ) which is carrying on a qualifying trade and whose gross assets do not exceed a prescribed limit at the time of investment. The definition of a ‘qualifying trade’ excludes certain activities such as property investment and development, financial services and asset leasing. Octopus Future Generations VCT plc — Annual report and financial statements 2024 91 # Shareholder information and contact details → continued ## 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 Future Generations VCT'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 the inside back cover. ## Other information for shareholders Shareholders can obtain a full copy of Future Generations VCT's annual report on the Octopus website at www.octopusinvestments.com/futuregenvct/. All other statutory information can also be found here. ## Electronic communications All Future Generations VCT's reports, accounts and other correspondence are published electronically. If you opt into receiving paper copies, we would encourage you to consider switching to e-communications as this cuts the cost of printing and reduces the impact on the environment. To do so, please contact Octopus on 0800 316 2295 or Computershare on 0370 707 1003. Alternatively, you can sign up to receive e-communications via the Computershare Investor Centre at: www.uk.computershare.com/investor/. ## Warning to shareholders Many companies are aware that their shareholders have received unsolicited phone calls or correspondence concerning investment matters. These are typically from overseas-based 'brokers' who target UK shareholders offering to sell them what often turn out to be worthless or high risk shares in US or UK investments. They can be very persistent and extremely persuasive. Shareholders are therefore advised to be wary of any unsolicited advice, offer to buy shares at a discount, or offer for free company reports. Please note that it is very unlikely that either Octopus or Future Generations VCT's registrar would make unsolicited telephone calls to shareholders and that any such calls would relate only to official documentation already circulated to shareholders and never in respect of investment advice. If you are in any doubt about the authenticity of an unsolicited phone call, please call Octopus on 0800 316 2295. The Financial Conduct Authority has also issued guidelines on how to avoid share fraud and further information can be found on their website: www.fca.org.uk/scamsmart/share-bond-boiler-room-scams. You can report any share fraud to them by calling 0800 111 6768. 92 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## Glossary of terms Alternative performance measure ( APM ) Total return per share ( APM ) A financial measure of historical or future financial performance, financial position Total return is calculated as movement in NAV per share in the period plus dividends or cash flows, other than a financial measure defined or specified in the applicable paid in the period. Total return on the NAV per share enables shareholders to evaluate financial reporting framework. These APMs will help shareholders to understand and more clearly the performance of Future Generations VCT, as it reflects the underlying assess Future Generations VCT’s progress. A number of terms within this glossary have value of the portfolio at the reporting date. been identified as APMs. Total return % ( APM ) Money Market Fund ( MMF ) : Total return % is calculated as movement in NAV per share in the period plus dividends A mutual fund that invests in highly liquid, short term investments. These instruments paid in the period, divided by the NAV per share at the beginning of the period. Total include cash, cash equivalent securities, and high credit rating debt based securities return % on the NAV per share enables shareholders to evaluate more clearly the with a short term maturity. They are intended to offer investors high liquidity with a performance of Future Generations VCT, as it reflects the underlying value of the low level of risk. portfolio at the reporting date. Net asset value or NAV The value of Future Generations 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 Future Generations VCT is the sum of the underlying assets less the liabilities of Future Generations VCT 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 and trail commission. 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 Future Generations VCT in the future. This is calculated by dividing the ongoing expenses, which includes the annualised amount of the expenses listed out in Note 4 on page 78 but excludes irrecoverable VAT, exceptional costs and trail commission, by the average net assets in the period. Octopus Future Generations VCT plc — Annual report and financial statements 2024 93 ## Notice of Annual General Meeting Notice is hereby given that the Annual General Meeting of Octopus Future 8. Authority to allot relevant securities Generations VCT plc will be held at 33 Holborn, London, EC1N 2HT on 4 June 2025 THAT the Directors of the Company be and hereby are generally and at 10am for the purposes of considering, and if thought fit, passing the following unconditionally authorised in accordance with Section 551 of the Companies resolutions of which Resolutions 1 to 8 will be proposed as Ordinary Resolutions and Act 2006 (the ‘Act’) to exercise all the powers of the Company to allot up to a Resolutions 9 to 12 will be proposed as Special Resolutions: maximum of 71,409,748 Ordinary shares in the Company (‘Shares’) (representing approximately 120% of the Shares in issue as at the date of this Notice), provided that the authority conferred by this Resolution shall expire on the date falling Ordinary business 15 months from the date of the passing of this Resolution or, if earlier, at the 1. To receive and adopt the annual report and the audited financial statements for conclusion of the Company’s next AGM following the passing of this Resolution the period ended 31 December 2024. save that this authority shall allow the Company to make, before the expiry of 2. To approve the Directors’ Remuneration Report. this authority, any offers or agreements which would or might require Shares to 3. To re-elect Helen Sinclair as a Director. 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 4. To re-elect Joanna Santinon as a Director. such authority 5. To re-elect Ajay Chowdhury as a Director. 9. Authority to allot relevant securities under the DRIS 6. To re-appoint BDO LLP as auditor of the Company and to authorise the Audit THAT, in addition to existing authorities, the Directors of the Company be and Committee to determine its remuneration. hereby are generally and unconditionally authorised in accordance with Section Special business 551 of the Act to exercise all the powers of the Company to allot shares in the Company up to a nominal amount of £2,975 in connection with the Company’s To consider and if thought fit, pass Resolutions 7 to 9 as Ordinary Resolutions and Dividend Reinvestment Scheme (representing approximately 5% of the Shares Resolutions 10 to 12 as Special Resolutions: in issue as at the date of this Notice), provided that the authority conferred by 7. Dividend Reinvestment Scheme this Resolution shall expire on the date falling 15 months from the date of the THAT, in accordance with article 147 of the Company's articles of association, the passing of this Resolution or, if earlier, the conclusion of the Company’s next Directors of the Company be and hereby authorised to offer holders of Ordinary AGM following the passing of this Resolution (unless previously renewed, varied Shares the right to elect to receive Ordinary Shares, created as fully paid, instead or revoked by the Company in general meeting) save that this authority shall of the whole (or some part to be determined by the Board) of any dividend allow the Company to make, before the expiry of this authority, any offers or declared on the period commencing on the date of this resolution and ending agreements which would or might require Shares to be allotted or rights to be on the fifth anniversary of this resolution pursuant to the Company's Dividend granted after such expiry and the Directors may allot Shares in pursuance of any Reinvestment Scheme. such offer or agreement notwithstanding the expiry of such authority. 94 Octopus Future Generations VCT plc — Annual report and financial statements 2024 # Notice of Annual General Meeting → continued ## Special business continued ### 10. Empowerment to make allotments of equity securities THAT conditional upon the passing of Resolution 8 above 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 8 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 or, if earlier, the conclusion of the Company's next AGM following the passing of this Resolution. ### 11. Empowerment to make allotments of equity securities under the DRIS THAT, conditional upon the passing of Resolution 9 above and in addition to existing authorities, the Directors of the Company be and are hereby empowered pursuant to Section 571 of the Act to allot or make offers or agreements to allot equity securities (as defined in Section 560(1) of the said Act) for cash pursuant to the authority granted by Resolution 9 above, as if Section 561 of the Act did not apply to any such allotment and so that: - reference to allotment of equity securities in this Resolution shall be construed in accordance with Section 560(2) of the Act; and - 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 or, if earlier, the conclusion of the Company's next AGM following the passing of this Resolution (unless previously renewed, varied or revoked by the Company in general meeting). ### 12. Authority to make market purchases THAT the Company be and is hereby generally and unconditionally authorised to make one or more market purchases (within the meaning of Section 693(4) of the Act) of Shares of 0.1p each in the Company provided that: - (a) the maximum number of Shares so authorised to be purchased shall not exceed 8,920,268 Shares, representing approximately 14.99% of the present issued share capital 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 Company's next AGM following the passing of this Resolution; 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 **Helen Sinclair** Chair 28 April 2025 Octopus Future Generations VCT plc — Annual report and financial statements 2024 95 ## Notice of Annual General Meeting  continued Notes: as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation35(5)(a) of the Uncertificated Securities Regulations 2001. (a) A member entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on his or her behalf. A proxy need not be a member. (e) Any person receiving a copy of the Notice as a person nominated by a member to enjoy information rights under Section 146 of the Companies Act 2006 (a (b) Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement ‘Nominated Person’) should be aware that the provisions in Notes (a) and (b) above to attend and vote at the meeting and the number of votes which may be cast thereat concerning the appointment of a proxy or proxies to attend the meeting in place will be determined by reference to the Register of Members of the Company at close of of a member, do not apply to a Nominated Person as only shareholders have the business on the day which is two days before the day of the meeting. Changes to entries right to appoint a proxy. However, a Nominated Person may have a right under an on the Register of Members after that time shall be disregarded in determining the agreement between the Nominated Person and the member by whom he or she rights of any person to attend and vote at the meeting. was nominated to be appointed, or to have someone else appointed, as a proxy for (c) A form of proxy is enclosed which, to be effective, must be completed and the meeting. If a Nominated Person has no such proxy appointment right or does delivered to the registrar of the Company, Computershare Investor Services PLC, not wish to exercise it, he/she may have a right under such an agreement to give The Pavilions, Bridgwater Road, Bristol BS99 6ZY or alternatively, you may register instructions to the member as to the exercise of voting rights at the meeting. your proxy electronically at www.investorcentre.co.uk/eproxy, in each case, so (f) Section 319A of the Companies Act 2006 requires the Directors to answer any as to be received by no later than 48 hours (excluding non-working days) before question raised at the AGM which relates to the business of the meeting, although the time the AGM is scheduled to begin. To vote electronically, you will be asked to no answer need be given: (a) if to do so would interfere unduly with the preparation provide your Control Number, Shareholder Reference Number and PIN which are of the meeting or involve disclosure of confidential information; (b) if the answer detailed on your proxy form. has already been given on the Company’s website; or (c) if it is undesirable in the Appointment of a proxy, or any CREST proxy instruction (as described in best interests of the Company or the good order of the meeting. paragraph(d) below) will not preclude a member from subsequently attending and Questions from our shareholders in relation to the AGM can be sent via email voting at the meeting should he or she choose to do so. This is the only acceptable to FGAGM@octopusinvestments.com. The Company may, however, elect to means by which proxy instructions may be submitted electronically. provide answers to questions raised within a reasonable period of days after (d) To appoint one or more proxies or to give an instruction to a proxy (whether theconclusion of the AGM. previously appointed or otherwise) via the CREST system, CREST messages must (g) Members satisfying the thresholds in Section 527 of the Companies Act 2006 be received by the issuer’s agent (ID number 3RA50) not later than 48 hours can require the Company to publish a statement on its website setting out any (excluding non-working days) before the time appointed for holding the meeting. matter relating to: (a) the audit of the Company’s accounts (including the auditor’s For this purpose, the time of receipt will be taken to be the time (as determined report and the conduct of the audit) that are to be laid before the AGM; or (b) by the time stamp generated by the CREST system) from which the issuer’s agent any circumstances connected with an auditor of the Company ceasing to hold is able to retrieve the message. After this time any change of instructions to a office since the last AGM, that the members propose to raise at the meeting. proxy appointed through CREST should be communicated to the proxy by other The Company cannot require the members requesting the publication to pay its means. CREST personal members or other CREST sponsored members, and those expenses. Any statement required to be placed on the website must also be sent CREST members who have appointed voting service provider(s), should contact to the Company’s auditor no later than the time it makes its statement available their CREST sponsor or voting service provider(s) for assistance with appointing on the website. The business which may be dealt with at the meeting includes any proxies via CREST. For further information on CREST procedures, limitations statement that the Company has been required to publish on its website. and system timings please refer to the CREST manual. The Company may treat 96 Octopus Future Generations VCT plc — Annual report and financial statements 2024 ## Notice of Annual General Meeting  continued (h) Under Sections 338 and 338A of the Companies Act 2006, members meeting the (j) As at 25 April 2025 (being the last practicable date prior to the publication threshold requirements in those sections have the right to require the Company: of this Notice) the Company’s issued share capital consists of 59,508,123 Ordinary shares, carrying one vote each. Therefore, the total voting rights in the (i) to give, to members of the Company entitled to receive notice of the meeting, Company as at 25 April 2025 are 59,508,123. 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, www. octopusinvestments.com/futuregenvct/. Copies of the Directors’ letters of appointment, the Register of Directors Interests in the Ordinary shares of the Company kept in accordance with the UK 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 Future Generations VCT plc — Annual report and financial statements 2024 97 ## Directors and advisers Board of Directors Corporate Broker Depositary Helen Sinclair ( Chair ) Panmure Liberum Limited Thompson Taraz Depositary Limited | Joanna Santinon | Ropemaker Place, Level 12 | | | | --- | --- | --- | --- | | | | ( until 30September 2024 | ) | | Ajay Chowdhury | 25 Ropemaker Street | | | 47 Park Lane London EC2Y 9LY London Company Number Registered in England and Wales W1K 1PR Tel: 020 3100 2022 No. 13750143 NatWest Trustee and Depositary Services Limited Independent Auditor | | | ( from30 September 2024 | ) | | --- | --- | --- | --- | | Secretary and Registered Office | BDO LLP | | | | Octopus Company Secretarial Services Limited | 55 Baker Street | 250 Bishopsgate | | | 6th Floor | London | London | | | 33 Holborn | W1U 7EU | | | EC2M 4AA London EC1N 2HT Tax Adviser Registrar James Cowper Kreston Computershare Investor Services PLC Portfolio Manager Reading Bridge House The Pavilions Octopus Investments Limited George Street Bridgwater Road 33 Holborn Reading London Bristol Berkshire EC1N 2HT BS99 6ZZ RG1 8LS | Tel: 0800 316 2295 | | Tel: 0370 707 1003 | | --- | --- | --- | | www.octopusinvestments.com | VCT Status Adviser | | | | | ( Calls are charged at the standard geographic rate | Shoosmiths LLP Manager Apex Plaza and will vary by provider. Calls from outside the United Octopus AIF Management Limited Forbury Road Kingdom will be charged at the applicable international 33 Holborn Reading rate. ) London RG1 1SH www.computershare.com/uk EC1N 2HT www-uk.computershare.com/investor/ Tel: 0800 316 2295 Bankers www.octopusinvestments.com HSBC Bank plc 31 Holborn Legal Entity Identifier ( LEI ) London 213800AL71Z7N2O58N66 EC1N 2HR 98 Octopus Future Generations VCT plc — Annual report and financial statements 2024 Octopus Future Generations VCT plc|Annual Report 2024 | 0800 316 2295 | Octopus Investments | | --- | --- | | investorsupport@octopusinvestments.com | 33 Holborn | | octopusinvestments.com | London EC1N 2HT |