Octopus AIM VCT plc – Annual report and financial statements 2026 1
Octopus AIM VCT plc
Annual Report
2026
Company number: 03477519
Octopus AIM VCT plc – Annual report and financial statements 2026
Octopus AIM VCT plc (the ‘Company’) is
a Venture Capital Trust (VCT) which aims
to provide shareholders with attractive
tax-free dividends and long-term
capital growth by investing in a diverse
portfolio of predominantly AIM-traded
companies.
The Company is managed by Octopus
Investments Limited (‘Octopus’ or the
‘Investment Manager’).
Octopus AIM VCT plc – Annual report and financial statements 2026 3
Strategic Report
Key financials 1
AIM VCT industry developments 2
Chair’s statement 3
The Investment Manager 7
Investment Manager’s review 10
Section 172 statement 21
Business review 25
Risk and risk management 29
Governance
Board of Directors 37
Directors’ report 38
Corporate governance report 42
Audit Committee report 47
Directors’ remuneration report 49
Financials
Directors’ responsibilities statement 53
Independent auditor’s report 54
Financial statements
Income statement 60
Balance sheet 61
Statement of changes in equity 62
Cash flow statement 64
Notes to the financial statements 66
Investment portfolio (unaudited) 80
Information and contact details 86
Glossary of terms 90
Directors and advisers 91
Notice of Annual General Meeting 92
Contents
Key dates
Annual General Meeting 23 July 2026
Final dividend payment date 28 August 2026
Half-yearly results to 31 August 2026 announced November 2026
Annual results to 28 February 2027 announced June 2027
Key financials
p.1
Investment Manager’s review
p.10
Financials
p.53
1 Octopus AIM VCT plc – Annual report and financial statements 2026
Key financials
Net assets (£’000)
Profit/(loss) after tax (£’000)
Net asset value (NAV) per share
1
£107,484
2025: £115,383
£2,790
2025: £(6,079)
46.8p
2025: 50.6p
Dividends per share paid in year
(excluding special dividends)
NAV total return
2
Final dividend proposed
3
5.0p
2025: 5.0p
2.4%
2025: (4.4)%
2.5p
2025: 2.5p
Special dividend paid
4
Ongoing charges
5
Cumulative dividends paid since launch
6
4.6p
2025: 4.9p
2.2%
2025: 2.3%
106.7p
2025: 101.7p
1
NAV per share is calculated on the underlying assets less liabilities of the Company divided by the number of shares, refer to page 27 for commentary on the movement.
2
NAV 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, as described in the
glossary of terms.
3
Subject to shareholder approval at the Annual General Meeting, the proposed final dividend will be paid on 28 August 2026 to shareholders on the register on 7 August 2026.
4
The Board has paid a special dividend of 4.6p, paid on 1 April 2026 to shareholders on the register on 13 March 2026.
5
Ongoing charges is an alternative performance measure calculated using the AIC recommended methodology, refer to page 28 for commentary on the movement.
6
Octopus AIM VCT plc was launched in March 1998.
Octopus AIM VCT plc – Annual report and financial statements 2026 2
AIM VCT industry developments
The LSE’s Shaping the Future of
AIM review has led to proposed
reforms designed to strengthen
liquidity and capital raising on AIM,
supporting investor confidence
and enhancing the environment
in which AIM-quoted growth
companies operate.
London Stock ExchangeVCT Investment Rule Changes
Lifetime Investment
Limit:
Increased to £24m
(£40m for
knowledge-
intensive
companies).
Annual
Investment
Limit:
Raised to £10m (£20m
for knowledge-intensive
companies).
Gross
Assets Test:
Increased to £30m
(£35m post raise)
from £15m (£16m
post raise).
VCT Income Tax
Relief:
Cut from 30%
to 20%.
In this year’s Annual Report, we begin with an overview of three recent regulatory and market developments that have the potential to positively influence the long-term outlook for AIM VCTs.
The extension of the VCT sunset clause to 2035 provides long-term certainty and reinforces continued Government support for the scheme. Updates to the VCT investment rules increase flexibility,
allowing successful companies to be supported for longer as they scale through higher funding limits and enhanced follow-on investment capacity. In parallel, London Stock Exchange Group
reforms are strengthening the competitiveness of the AIM market, supporting renewed IPO activity, follow-on fundraising and a broader range of exit options.
While these changes are welcome, the reduction in upfront income tax relief for VCT investors from 30% to 20% is disappointing. Octopus continues to engage with policymakers to advocate for a
competitive tax incentive framework.
Collectively, these developments expand the Company’s opportunity set and support the long-term realisation of value from portfolio companies. They align closely with Octopus AIM VCT plc’s
focus on investing in established growth businesses seeking capital to scale, positioning the Company well to benefit from an evolving AIM landscape and to continue delivering long-term value
for shareholders.
The extension of the VCT sunset
clause to April 2035 provides
continued certainty over VCT tax
benefits, supporting long term
investment planning and sustained
backing of AIM-quoted growth
businesses.
VCT Sunset Clause
3 Octopus AIM VCT plc – Annual report and financial statements 2026
Chair’s statement
Overview of the Year
I am pleased to present the Company’s Annual Report and Accounts for the year ended
28 February 2026.
Performance Summary
28 February 2026 28 February 2025
NAV total return 2.4% (4.4%)
Dividends paid per share 5.0p 5.0p
Special dividends paid per share 4.6p
1
4.9p
NAV per share 46.8p 50.6p
FTSE AIM All-Share total return 18.6% (2.6%)
FTSE Small Cap (ex. Investment Companies) total return 27.0% 10.7%
The movement in NAV reflects capital returned to shareholders, changes in portfolio
valuations, share buybacks, and the net impact of inflows from dividend reinvestment and
new share issuance.
Market review
The year to 28 February 2026 tested the resilience of UK markets, navigating a complex and at
times unsettling backdrop. These ranged from dislocations in global growth stock valuations to
rising geopolitical tension and, at the year-end, the outbreak of the Iran war and its potential
implications for energy prices and supply chains.
Despite this, the UK equity market made good progress during the financial year to 28 February
2026, supported by inflation returning towards the Bank of England’s 2% target and robust
corporate earnings. The FTSE 100 was a particular beneficiary 28.1%, its sectoral composition,
with relatively modest technology exposure and greater weightings to financials, commodities
and pharmaceuticals, proving well suited to the market environment.
The FTSE AIM All-Share Index returned +18.6% over the year, having rallied more than 20% from
a five-year low in March 2025. This recovery was, however, heavily concentrated in Metals &
Mining stocks, which delivered exceptional returns but fall outside the VCT-investable universe
in which your Company operates. Absent their contribution, the experience for qualifying
growth companies was more subdued. That said, the year ended on a more encouraging
note: the Bank of England’s reduction of base rates to 3.75% in December 2025 supported the
start of a recovery in AIM growth company valuations, corporate activity picked up, aided by
strategic and private equity interest attracted by compressed valuations, and capital markets
showed genuine improvement, with AIM raising £2.9 billion for new and existing companies, up
from £2.0 billion the prior year.
Performance review
Although the Company delivered a positive return of 2.4%, this lagged broader equity indices
over the same period. While modest in absolute terms, the Board believes, this performance
should be viewed in the context of the drivers of the indices and the nature of the VCT
investable universe. As referred to above, strong gains across the FTSE AIM All-Share Index
were seen in a narrow cluster of non-energy minerals stocks, principally precious metals and
mining exploration companies. This sector represents around 18.5% of the index and increased
142.8%. The vast majority of the stocks within the sector sit outside the allowable AIM VCT-
investable universe and therefore your Company had limited exposure to them.
Notwithstanding this, the broader UK small and mid-cap market continued to face
headwinds: persistent fund outflows weighed on valuations and liquidity, while proceeds from
corporate activity were largely absorbed by redemptions rather than redeployed into equities.
Risk appetite for smaller growth companies remained subdued, and fundraising conditions
stayed difficult throughout the year.
Against this backdrop, your Company’s portfolio, demonstrated encouraging overall resilience.
As you will read in the Investment Manager review, returns were supported by a mix of stable
underlying earnings and the successful realisation of several investments held for many years,
generating net profits of £13.4 million. The quality of these exits is reflective of the Investment
Manager’s disciplined investment selection and its active portfolio stewardship.
1
Paid on 1 April 2026 to shareholders on the register as at 13 March 2026.
Octopus AIM VCT plc – Annual report and financial statements 2026 4
As a result of the gains realised during the year, subsequent to the year-end, a special dividend
of 4.6p per share was paid on 1 April 2026. This is consistent with the Company’s established
track record of delivering special dividends, and we expect that further opportunities to return
capital to shareholders will arise over time.
It is also pleasing that, despite the negative UK headlines, your Investment Manager continues
to find opportunities to invest in high quality growth-oriented companies. In the year under
review, your Manager deployed £6.1 million into qualifying companies, which is slightly down
on the £7.3 million in the prior year. The second half of the financial year saw an encouraging
increase in secondary fund raisings and IPO listings and it is anticipated that this will continue,
further strengthened by the recent VCT reforms announced in the November 2025 budget,
that became effective from 6 April 2026.
Changes to the VCT qualifying rules
The Board welcomed the recent updates to the VCT rules, the details of which are set out in the
Investment Manager’s review. These changes expand VCTs’ investable universe and enhance
their ability to support portfolio companies over a longer period, strengthening alignment
between investors and the growth journeys of underlying businesses. We are grateful to the
Octopus team for their efforts in lobbying for such changes and their ongoing support of the
AIC drive for further reforms.
The Board is disappointed by the reduction in the income tax relief rate, from 30% to 20%,
available to new VCT investors. The asset class plays an important role in channelling capital
towards UK growth companies and the change risks dampening investor appetite at a time
when there is an attractive pipeline of growth companies seeking investment. We will continue
to engage with policymakers on this matter and monitor the impact on investor demand.
The year also marked the 30th anniversary of AIM which, since its inception, has raised
over £136 billion to support the growth of UK smaller companies. Over three decades, AIM
has played a critical role in providing growth capital to entrepreneurial businesses, driving
innovation, job creation and long-term economic development. Despite current market
challenges, it remains a vital ecosystem for scaling companies, particularly in sectors aligned
with the VCT mandate.
Taken together, the enduring importance of AIM and the evolving VCT framework reinforce
the long-term opportunity set available to the Company, underpinned by the Investment
Manager’s experience and disciplined approach.
Dividends
In January 2026 an interim dividend for the year to 28 February 2026 of 2.5p was paid to
all shareholders. This was in addition to the 2.5p final dividend that was paid in August
2025 which related to the previous financial year ended 28 February 2025. The Board is
recommending a final dividend of 2.5p, resulting in a total dividend of 5.0p in respect of the
Company’s financial year ending 28 February 2026. The total dividend of 5.0p represents
11.7% of the year-end share price of 42.8p. This is in line with the current policy of paying a
minimum annual dividend of 5.0p per share or a 5% yield based on the year-end share price,
whichever is the greater.
Special Dividends
Following the realisation of exceptional profits from several long term investments during
the year, the Board has announced a special dividend of 4.6 pence per share, which was
distributed on 1 April 2026. The dividend reflects significant recent disposals of portfolio
investments, primarily Intelligent Ultrasound Group, Learning Technologies Group and
Breedon Group. For further detail, please see the Investment Manager’s review.
As communicated in the half year report, the Board has reviewed the Company’s dividend
policy to support long term sustainability, following a prolonged period of market volatility
and consistently high dividend distributions which have contributed to a reduction in NAV
per share. Accordingly, the revised dividend policy will be introduced, targeting an annual
dividend of 6 per cent of the opening NAV per share, with the flexibility to pay special dividends
following significant portfolio realisations. The first dividends under the revised policy are
expected to be paid around January 2027.
Board Changes
As announced in 2025, David Docherty joined the Board as a director with effect from 23 July
2025, and Neal Ransome stepped down from the Board following the Annual General Meeting
on 23 July 2025.
Chair’s statement continued
5 Octopus AIM VCT plc – Annual report and financial statements 2026
Chair’s statement continued
On behalf of the Board and the shareholders, I would again like to extend our sincere thanks
to Neal for his valuable contribution to the AIM VCT during his tenure. We wish him well for
the future.
The Board is delighted to welcome David, who brings a wealth of asset management
experience as a former UK equity fund manager including investing in small and mid cap
companies, which will be invaluable in supporting your Company.
Dividend Reinvestment Scheme
In common with many other VCTs in the industry, the Company has established a Dividend
Reinvestment Scheme (DRIS). Many shareholders have already taken advantage of this
opportunity. For investors who do not require income but value the additional tax relief on
their reinvested dividends, this is an attractive scheme and I hope more shareholders will find
it useful. In the course of the year 4,465,364 new shares have been issued under this scheme,
returning £2.1 million to the Company. The final and special dividend referred to above will be
eligible for the DRIS.
Share Issues
On 12 January 2026, a prospectus offer was launched alongside Octopus AIM VCT 2 plc to
raise a combined total of up to £30 million, with a £30 million over-allotment facility.
In the period under review the Company raised £6.5 million after costs and issued a total of
13,401,685 shares. After the reporting period the offer closed, though it was disappointing that
the offer was not fully subscribed at this date. We will consider further fund-raising efforts
during the course of the year, consistent with previous years.
I would like to thank the continued support of existing shareholders and welcome new
shareholders.
Share Buybacks
During the year to 28 February 2026 the Company continued to buy back shares in the market
from selling shareholders and purchased 12,100,604 ordinary shares for a total consideration
of £5.6 million. We maintained a discount of approximately 4.8% to NAV (equating to up to a
5.0% discount to the selling shareholder after costs), which the Board monitors and will retain
as a policy as it balances the interests of both remaining and selling shareholders. Buybacks
remain important for VCTs, as providing a means of selling is an important part of the initial
investment decision and has enabled the Company to grow. As such, I hope you will all support
the appropriate resolution at the AGM.
Cancellation of Share Premium Account
At the last Annual General Meeting, shareholders voted to cancel share premium to increase
the pool of distributable reserves to the amount of £21.6 million. This is a regular occurrence,
and common practice, to enable the continued payment of dividends and buyback of
shares. A further resolution to cancel share premium is being proposed at this year’s Annual
General Meeting.
VCT Status
Shoosmiths LLP were engaged throughout the year to provide the Board and Investment
Manager with advice concerning continuing compliance with HMRC regulations for VCTs. The
Board has been advised that the Company is in compliance with the conditions laid down by
HMRC for maintaining approval as a VCT. A key requirement is to maintain at least an 80%
qualifying investment level. As at 28 February 2026, 89.2% of the Company’s portfolio was in
VCT qualifying investments.
Annual General Meeting and Shareholder Engagement
The AGM will take place on 23 July 2026 at 10.30am. Further information can be found
in the Directors’ Report and Notice of Annual General Meeting on pages 38 and 92,
respectively. The Investment Manager will also give a live presentation to shareholders on
the day of the AGM. This will enable shareholders to receive an update from the Investment
Manager and provide an opportunity for questions to the Board and the Investment
Manager. Formal notices will be sent to shareholders by their preferred method (email or
post) and shareholders are encouraged to submit their votes by proxy. We always welcome
questions from our shareholders at the AGM. Please send any questions via email to
AimAGM@octopusinvestments.com by 5.00pm on 15 July 2026.
Octopus AIM VCT plc – Annual report and financial statements 2026 6
Outlook
The near-term UK economic outlook remains uncertain. Ongoing geopolitical risks are
influencing market sentiment and contributing to market volatility. The impact of wars
and supply constraints on inflation, energy costs and consumer spending, together with
uncertainty on the future direction and level of interest rates, is reflected in ongoing caution.
Against this backdrop, the portfolio remains well diversified with 75 holdings across a range of
sectors and continues to provide exposure to a number of attractive long-term growth themes,
particularly within environmental and healthcare technologies. The balance of the portfolio is
skewed towards profitable businesses which account for 64% of the portfolio, thereby providing
resilience in a more uncertain economic backdrop.
The Investment Manager continues to identify a strong pipeline of opportunities and remains
confident in its ability to deploy capital selectively into high-quality growth-oriented businesses
at attractive valuations, supported by its disciplined and consistent investment approach.
The recent reform to the VCT rules, including the expansion of qualifying thresholds, have
broadened the investable universe, enhancing the opportunity set available to the Company.
Combined with the attractive valuations currently available across AIM’s growth company
universe, this positions the Company well for the year ahead.
Overall, the Board is optimistic that, as stability returns, valuations across the smaller company
segment should recover, and the Company is well placed to benefit from this normalisation.
We remain committed to our strategy of supporting high-quality, scalable growth companies,
and the Board believes this focus will continue to deliver long-term value for shareholders.
Joanne Parfrey
Chair
16 June 2026
Chair’s statement continued
7 Octopus AIM VCT plc – Annual report and financial statements 2026
The Investment Manager
7 Octopus AIM VCT plc – Annual report and financial statements 2026
Octopus Quoted Companies Team
With breadth and experience through the cycles, we are the largest AIM investors and investment team.
Octopus AIM VCTs Team
Freda Isingoma
Lead Fund Manager
Mark Symington
Co-Fund Manager
Dominic Weller
Senior Fund Manager
Ross MacSween
Investment Analyst
Ed Griffiths
Team Dealer
Jessica
Bourdon-Pierre
Team Dealer
Richard Power
Head of Quoted
Companies Team
Chris McVey
Senior Fund Manager
Kate Tidbury
Senior Fund Manager
Charles Lucas
Product Manager
Ben Tyson
Product Analyst
Georgia Obadipe
Executive Assistant
Source: Octopus Investments, as of 28 February 2026.
Octopus AIM VCT plc – Annual report and financial statements 2026 8
Freda Isingoma
Lead Fund Manager
Freda is the lead manager of the Octopus AIM VCTs. Freda
started her career as an investment analyst at Charterhouse
CCF before joining Close Brothers in 2001 focused on
managing the AIM VCT, inheritance tax and smaller
companies portfolios. In 2008 she moved to South Africa to
join Investec Asset Management, where she co-managed the
Africa Fund (a listed equity portfolio investing across Africa). In
2010 she ventured into entrepreneurship launching a beauty
service brand in South Africa, and more recently a UK based
art investment business specialising in providing ecosystem
impact solutions for the African art market. She joined
Octopus in January 2022 and is focused primarily on the AIM
VCT portfolios. Freda also provides investment management
support across all the Quoted Companies team products.
Mark Symington
Co-Fund Manager
Mark is a fund manager on the Quoted Companies team,
focusing predominantly on the Octopus AIM VCTs. Mark
joined Octopus in 2012, having worked previously at asset
manager Warwick Wealth in South Africa. He graduated
from the University of Cape Town in 2010 with a Bcom in
Economics and Finance. In addition, Mark provides analytical
and investment management support across all the Quoted
Companies team products.
Dominic Weller
Senior Fund Manager
Dominic is a senior fund manager on the Quoted Companies
team. He provides analytical and investment support across
all the Quoted Companies team portfolios and co-manages
the FP Octopus UK Future Generations Fund, FP Octopus UK
Micro Cap Growth Fund, FP Octopus UK Multi Cap Income
Fund and the Octopus AIM VCTs. He is a member of the
Octopus Investments Responsible Investment Committee
and leads the team’s stewardship efforts. He is a CFA
charterholder.
The wider quoted team
Richard Power
Head of Quoted Companies Team
With overall responsibility for the Quoted Companies team
at Octopus, Richard has over 25 years’ experience of smaller
company investing. He is lead manager of the FP Octopus
UK Micro Cap Growth Fund, also oversees the investment
process of the team which include the AIM IHT portfolios,
and AIM VCTs. Richard is also a co manager on the FP
Octopus UK Multi Cap Income and FP Octopus UK Future
Generation Funds. Richard started his career in 1995 at
Duncan Lawrie, where he managed a small companies fund.
He subsequently joined Close Brothers to manage a smaller
companies investment trust before moving to Octopus
Investments Limited to head up the Quoted Companies
team in 2004. Richard was awarded Trustnet FE fundinfo
Alpha Manager status in 2022 acknowledging his proven
track record.
The Quoted Companies Team is led by Richard Power. The
team is made up of 9 investment professionals with over 200
years of collective investment experience and an average
tenure of 15 years. The breadth and depth of the team allows
it to conduct in depth research, this includes taking over 700
meetings a year with the Company and Octopus AIM VCT 2
plc providing significant coverage across the investable
universe.
The Investment Manager continued
9 Octopus AIM VCT plc – Annual report and financial statements 2026
The Octopus Quoted
Companies Team
includes some of the most
experienced AIM-focused
fund managers in the
market, totalling over
200 years of investment
experience and an
average tenure of 15 years
The Investment Manager and Responsible
Investment
Octopus is an accredited B Corp and signatory to the
internationally recognised Principles for Responsible
Investment, demonstrating Octopus’ commitment to
responsible investment and to creating a more sustainable
financial system. The Investment Manager believes that
in the future, some of the most successful companies will
be a force for good and that in today’s hyperconnected
transparent world, how a company behaves is just as
important as what it does.
Mission
While the Company doesn’t target specific sustainability
goals or objectives, the Investment Manager looks for
companies which will play an integral role in our future.
The purpose of a VCT is to provide capital for small growth
companies. Companies exposed to the new economy
and technologies make up a significant proportion of
the portfolio, which includes those focused on building a
sustainable planet, revitalising healthcare, and empowering
people. Examples of this include:
•
Haydale plc – advanced materials company specialising
in graphene and nanomaterial technologies for industrial
and commercial applications.
•
KRM22 plc – provider of risk management software for
capital markets, helping financial services firms improve
oversight and manage regulatory and operational risks.
•
Diaceutics plc – provider of data, analytics and
implementation services to pharmaceutical
and biotechnology companies, supporting the
commercialisation of precision medicine diagnostics
through its DXRX platform.
•
Netcall plc – provider of customer engagement
and low-code automation software that supports
organisations’ digital transformation.
Materiality of risks to investments
As part of the investment process, the Investment Manager
incorporates a material risk review of sustainability issues.
These risks include:
•
Environmental: emissions, energy management, waste,
ecological impact;
•
Social: privacy, security, product quality, selling practices;
•
Human: labour, health and safety, diversity;
•
Business model: product design, supply chain, material
sourcing and
•
Leadership: ethics, competitive behaviour, regulatory,
critical incidents, and risk management.
The Investment Manager considers the exposure to these
risks and how well portfolio companies are managing them.
Disclosures relating to climate risks are set out in ‘climate-
related matters’ on pages 34 and 35.
Responsibility
As part of the investment management approach, the
Investment Manager’s team discuss the portfolio companies’
strategies, financial performance, data disclosures, capital
structure and corporate governance with their management
teams. Existing governance structures may not be mature
(given the small size of portfolio companies), so the team
assess whether weaknesses exist and if the company
management can address these weaknesses. The team
take part in consultations on remuneration and challenge
portfolio companies’ Non-Executive Directors to align with
company objectives, aiming to influence by giving feedback
to corporate advisers and meeting with Non-Executive
Directors and voting on resolutions at general meetings.
When it comes to voting, all holdings are covered by
Institutional Shareholder Services (ISS), a leading global
advisory firm. The team consider the independent research
ISS provides and discuss votes as a team to create long-term
shareholder value.
The Investment Manager continued
Octopus AIM VCT plc – Annual report and financial statements 2026 10
Introduction
For the year ended 28 February 2026, the UK economy
showed remarkable resilience amid a complex global
landscape to deliver robust growth. The period opened with
an AI sector derating in early 2026 that dented growth stock
valuations, culminating in the outbreak of the Iran war on
28 February heralding potential shocks to energy prices and
supply chains. Encouragingly, since the year end, UK markets
have since staged a steady rebound from the start of 2026,
buoyed by stabilising sentiment.
Domestic growth outperformed economic forecasts,
delivering a UK GDP rise of 1.5% over the period. Inflation
trended towards the Bank of England’s target, facilitating
additional rate cuts in 2025, while capital markets built
gradual momentum as investor confidence showed
increasing signs of recovery. Larger UK share indices
outperformed AIM overall, as investors remained cautious
on risk. However, on a more positive note, IPO listings and
secondary fundraisings picked up in the second half of the
year with AIM IPOs outpacing those on the Main List. This
reflects the strength of the UK equity market as a platform
for smaller growth companies and its continued role in
supporting long-term investment and providing much-
needed growth capital.
VCT reforms announced in the Autumn Budget (effective
from 6 April 2026) and secured through sustained advocacy
by the VCTA in collaboration with the VCT investment
community at the Treasury’s invitation markedly enhance
the scheme’s capacity to support small, high growth AIM
companies. Companies can now qualify with up to
£30 million in assets pre-investment (from £15 million) and
£35 million post-investment (from £16 million), raise
£10 million annually (£20 million for knowledge-intensive ones
like tech innovators), and access £24 million lifetime
(£40 million for knowledge-intensive). While investor income
tax relief has disappointingly been reduced from 30% to 20%,
the significant expansion of qualifying criteria represents a
meaningful change, reinforcing the VCT sector’s critical role
in providing growth capital to innovative smaller businesses.
As anticipated following these reforms, our deal pipeline has
strengthened materially, with a broader range of companies
now eligible for VCT funding.
These much-awaited changes come at a pivotal moment for
both VCTs and UK capital markets, particularly as VCTs have
remained a consistent source of capital for small growth
companies amid sustained outflows from UK small-cap
funds. We continue to view valuations across UK smaller
companies as highly attractive relative to both historical
levels and global peers, particularly for those within the
portfolio that exhibit strong competitive positions, resilient
cash generation, and clear earnings visibility. Despite
ongoing macroeconomic and geopolitical uncertainties, the
operational progress across portfolio companies underpins
our conviction that the portfolio represents a compelling
source of long-term value for investors.
The Alternative Investment Market
During the period under review, AIM celebrated its 30th
anniversary, underscoring its longstanding role as a
cornerstone of growth capital for UK smaller companies and
its continued support for a diverse pipeline of entrepreneurial
businesses seeking to scale. Over the twelve months, the
market demonstrated improved capital-raising activity, with
total funds raised increasing to approximately £2.9 billion,
compared with £2.0 billion in the prior year. While IPO activity
remained relatively subdued with 13 new admissions it reflected
a gradual reopening of the issuance window and selective
investor appetite for high-quality growth opportunities.
Trading across the market was mixed but broadly resilient,
with a number of companies delivering positive operational
updates despite a changing macroeconomic and challenging
geopolitical backdrop. Valuations, however, remained below
long-term averages for much of the period, which continued
to attract interest from private equity and strategic acquirers
seeking to deploy capital into underappreciated assets. This
dynamic was reflected in several corporate transactions,
including those within the Company’s portfolio.
As discussed above, the Autumn Budget in November
delivered a highly positive set of reforms to the VCT regime.
While upfront income tax relief was disappointingly reduced,
this was offset by a meaningful expansion of key qualifying
thresholds, including increases to gross asset and lifetime
funding limits, significantly broadening the opportunity set for
investment. Our investment team played an active role in
the consultation process that helped shape these outcomes,
and we strongly welcome the Government’s continued
commitment to supporting patient capital as we continue to
participate in the AIC campaign for further reforms. In parallel,
there has been a renewed strategic focus on strengthening
AIM’s competitive positioning. The London Stock Exchange’s
consultation, Shaping the Future of AIM, and the subsequent
feedback statement outlined a series of proposed initiatives
to enhance market accessibility, liquidity and regulatory
efficiency. Collectively, these developments are intended to
ensure AIM remains an attractive venue for both issuers and
investors in an evolving global capital markets landscape, while
reinforcing its position as Europe’s leading growth market.
Investment Manager’s review
11 Octopus AIM VCT plc – Annual report and financial statements 2026
Performance
After adding back dividends of 5.0p paid during the year, the
NAV total return was up 2.4%, an encouraging recovery from
the decline reported in the half year results. This compares to
an increase of 18.6% in the FTSE AIM All Share Index, 27.0%
in the FTSE SmallCap (excluding investment companies),
and 27.3% in the FTSE All Share Index. Investor sentiment
remained cautious toward smaller high-growth companies.
The portfolio’s limited exposure to mining and financials, two
of the strongest sectors over the period and typically outside
VCT qualifying criteria, further contributed to the relative
divergence. AIM’s strongest sector last year was natural
resources, particularly mining and oil and gas, as investors
were drawn to commodity exposure and a steady flow of
positive news driven by high commodity price. The FTSE All-
Share benefited from broader sector strength led by major
banks, pharmaceuticals and defence which are predominantly
represented in the FTSE 100, alongside contributions from
industrial services in the FTSE SmallCap index.
Portfolio review
The Company’s well-diversified portfolio of established holdings
continues to provide resilience. During the period, positive
contributions came principally from Aurrigo International,
Gear4music, Applied Nutrition, Idox and Haydale, each
of which delivered supportive operational or commercial
progress. Aurrigo benefited from strong momentum driven
by global demand for its autonomous airside solutions and
new contract wins, while the launch of AutoCargo opened
an additional and potentially attractive growth avenue.
Encouragingly, the company raised £14.1 million in August
last year with support from new and existing investors.
The proceeds will help the company scale its autonomous
airport technology business by expanding its engineering and
deployment capability, building demonstrator vehicles and
preparing for larger manufacturing capacity. Gear4music
improved profitability through operational efficiencies,
disciplined inventory management, stable demand and
strengthening gross margins. Applied Nutrition continued
to perform well, supported by the strength of its brand and
growth across its product range, while Idox contributed
positively through steady trading and continued operational
execution. In October last year, Idox agreed a recommended
cash offer from Frankel UK Bidco Limited, a vehicle indirectly
owned by funds managed by Long Path Partners, at 71.5p
per share in cash, valuing the company at approximately
£340 million. The transaction is now complete. Haydale also
advanced commercially, with its JustHeat range securing
pilot deployments, UL certification for sales into the US and
Canada, and a number of contract wins that underpinned
positive valuation momentum.
Offsetting these gains, the main detractors were Strip
Tinning, Enteq Technologies, Feedback, Diaceutics and
Netcall. Strip Tinning’s performance was affected by weaker
sentiment and a more cautious market backdrop, while Enteq
Technologies remained challenged by subdued progress
in its market and commercial development. Feedback’s
shares came under pressure despite continued progress in
expanding its commercial opportunity. The business has
experienced disruption linked to changes in NHS funding
amid broader healthcare reforms, although conditions
now appear to be stabilising. Bleepa, the company’s main
technology, a clinical communication platform enabling the
secure sharing of patient data and medical images, remains
well aligned with NHS priorities around improving efficiency
and increasing investment in digital infrastructure, with
a growing number of trials underway across the country.
Diaceutics was impacted by softer momentum in its end
markets. However, the company continues to strengthen
its strategic positioning, now partnering with 18 of the top
20 global pharmaceutical companies. It expects to deliver
strong revenue growth this year, supported by accelerating
adoption of precision medicine, ongoing enhancements to
the DXRX platform, and expansion into new therapeutic
areas. The investment case remains compelling. Netcall,
despite continuing to trade well across its automation and
customer engagement platforms, was also a detractor over
the period, reflecting the market’s uneven response to its
valuation and near-term share price performance.
Non-qualifying investments are used to manage liquidity
while awaiting new qualifying investment opportunities
and we continue to hold some existing non-qualifying AIM
holdings where we see the opportunity for further share price
progress. During the year we increased our holdings in the FP
Octopus Future Generations Fund, investing a total of
£0.5 million over the period, and disposed of part of our holding
in FP Octopus UK Multi Cap Income Fund for £1.3 million and
FP Octopus UK Micro Cap Growth Fund for £1.4 million.
Unquoted investments
Hasgrove’s valuation increased materially during the year,
driven by consistent operational performance and a bid
approach from Castik Capital. The transaction, which
completed in January, valued the business at approximately
7x ARR and delivered a profit in excess of £9.5 million for the
Company, an excellent outcome reflective of our long-term
investment approach. Popsa continued to scale effectively,
reaching 2.5 million customers in 2025 and delivering strong
revenue growth. International expansion remains a core
driver, and the company’s valuation was adjusted upward
over the period reflecting this.
Investment Manager’s review continued
Octopus AIM VCT plc – Annual report and financial statements 2026 12
New and follow-on investments
Below we have highlighted the eight investments made during the year into VCT-qualifying companies, comprising five follow-on investments and three new investments, at a total cost
of £6.1 million. We added three new VCT non-qualifying investments totalling £1.6 million for the year. This made a total investment of £7.7 million, a decrease on last year’s £11.3 million.
Below we have put a spotlight on the VCT qualifying investments made in the period.
Investment Manager’s review continued
KRM22 plc
Abingdon Health
plc
Haydale plc
Aurrigo
International plc
Eden Research plc
Quantum Base
Holdings plc
Pathos
Communications
plc
Vulcan Two
Group plc
£0.2 million £0.9 million £0.6 million £0.1 million £0.2 million £1.2 million £1.8 million £1.1 million
Follow-on Follow-on Follow-on Follow-on Follow-on New New New
Develops risk
management
software for financial
services. Raised £9.2m
(November 2025) to
expand across asset
classes, with revenue
growth of 11% to £7.5m
and ARR up 19% to
£7.6m. A debt-free
balance sheet and
£5.2m cash position
supported continued
multi-asset expansion.
Provides lateral flow
diagnostics and
CDMO services.
Raised £3.4m to
support US expansion
and extend its
Madison facility,
delivering five new
CDMO projects
and an OTCQB
listing (March 2026),
enhancing liquidity
and providing greater
manufacturing
optionality.
Commercialises
graphene-enhanced
materials for industrial
applications. Secured
£5.75m to acquire
SaveMoneyCutCarbon
(January 2026),
creating a vertically
integrated clean-tech
platform for energy
and water efficiency,
supported by
established bank and
utility partnerships
and positioned for
scalable deployment.
Designs airside
technology solutions
for aviation. Raised
£14.1m to scale
autonomous vehicle
manufacturing,
securing a £6.3m
contract and
expanding into
India and South
Asia, increasing
production capacity
and accelerating
international
commercialisation.
Develops sustainable
biopesticides and
encapsulation
technologies.
Targeted £11m
(completed post-
period) to advance
R&D in line with global
sustainability trends,
supporting scalable
and regulatory-
compliant crop
protection solutions
across international
agricultural markets.
Develops quantum
authentication
technologies
to combat
counterfeiting.
Secured £4.75m to
advance product
identification
solutions, offering
enhanced security
across supply
chains and broad
commercial
applications in anti-
counterfeiting.
Provides AI-enabled
PR solutions for
SMEs. Raised £5.6m
on AIM to expand
its platform, with
post-listing trading
ahead of expectations
supported by strong
revenue performance
and a growing order
book validating
scalability.
Building a
UK regulated
ePharmacy platform
through acquisitions.
Raised £12m initially
(with up to £41.7m
follow-on) to scale
operations via a buy-
and-build strategy,
leveraging digital
adoption trends in
pharmaceutical
distribution to
support growth.
13 Octopus AIM VCT plc – Annual report and financial statements 2026
Disposals
During the year, we sold partial holdings of one company
taking profits from rising share prices. We executed full
disposals of 14 companies in the period and together all
disposals generated net profits of £13.4 million over the
original cost and generated cash proceeds of £29.2 million.
As ever we maintained our sell discipline in the period, taking
advantage of price volatility and blocks of liquidity in the
market to take profits for holdings and also fully exit positions
as required.
The sale of Hasgrove, which had been held for a number of
years, represented a particularly strong outcome during the
period and delivered a significant profit for the Company.
This successful realisation, alongside the sale of Breedon
following its earlier migration to the Main Market, highlights
the long term value that can be generated through patient
investment in well managed, high quality businesses.
Learning Technologies Group and Intelligent Ultrasound
Group were both realised following bid approaches from
private equity investors, reflecting the continued appetite
for attractively valued UK listed growth companies. The
investment in RC Fornax was fully disposed of during the
period following a disappointing start to life on the public
markets, with the business unable to capitalise on the
supportive environment for defence spending.
Investment Manager’s review continued
Significant realisations
Breedon Group
Learning Technologies
Group
Intelligent Ultrasound
Group
Hasgrove
Cash proceeds:
£6.4 million
Cash proceeds:
£4.6 million
Cash proceeds:
£2.8 million
Cash proceeds:
£9.6 million
Invested: £0.9 million
Investment
date:
2010
Profit
return:
610%
Sector: Construction
& Building
Invested: £1.1 million
Investment
date:
2011
Profit
return:
315%
Sector: Support
Services
Invested: £2.2 million
Investment
date:
2010
Profit
return:
25%
Sector: Engineering
& Machinery
Invested: £0.1 million
Investment
date:
2006
Profit
return:
9,500%
Sector: Unquoted
Octopus AIM VCT plc – Annual report and financial statements 2026 14
Investment Manager’s review continued
Liquidity management
Shareholders may be interested to note that at the year-end,
51.8% of the Company’s net assets were held in individual
quoted shares, 6.2% were held in unquoted single company
investments and 43.3% were held in cash or collective
investment funds providing short term liquidity. The relatively
high level of cash at the year-end reflects a number of
significant disposals completed towards the end of the
period. Shareholders should be aware that a proportion of
the quoted holdings may have limited liquidity owing to the
size of the investee company and the overall proportion held
by the Company.
Outlook and future prospects
Sentiment towards UK capital markets remains cautiously
optimistic, notwithstanding heightened geopolitical tensions
in the Middle East. Over the course of the financial year, AIM
performance has remained mixed, reflecting a combination
of global macroeconomic pressures, elevated interest rates,
and periods of subdued liquidity. These factors have weighed
on valuations, particularly within growth-oriented sectors,
although more recently there have been signs of stabilisation
as inflationary pressures ease and expectations for monetary
policy begin to shift.
Despite this backdrop, the AIM market has demonstrated
underlying resilience, supported by continued investor
interest in high-growth and innovation-led businesses. The
fundraising environment for qualifying companies remains
robust, with a healthy pipeline of opportunities emerging at
increasingly attractive valuations. This reflects both improved
capital discipline across the market and a selective but
supportive investor base.
Looking ahead, while VCT fundraising activity over the recent
period has been more muted than initially anticipated,
the implementation of the revised VCT rules from 6 April
2026 provides a supportive structural backdrop for the
market. We expect these changes to contribute to a gradual
improvement in investor engagement and capital flows over
the coming period. Accordingly, we maintain a cautiously
positive outlook for fundraising activity as the market adjusts
to the new regulatory environment.
The Octopus Quoted Companies team
Octopus Investments Limited
16 June 2026
15 Octopus AIM VCT plc – Annual report and financial statements 2026
Investment Manager’s review continued
Company spotlight
These company examples are for illustrative purposes only. They should not be considered as an investment recommendation. Past performance is not a reliable indicator of future results.
1
Factset data as at 28 February 2026.
netcall.com
Empowering organisations through intelligent automation and customer engagement
What they do
Provides intuitive software and automation solutions that help organisations streamline
processes and enhance customer engagement. Its platform combines workflow
automation, AI-enabled decision tools and integrated communications to support faster,
more efficient service delivery, particularly across healthcare, government and financial
services.
Why we like it
Operating at the intersection of digital transformation and intelligent automation. Strong
recurring revenue and established adoption across regulated sectors provide resilience, and
with growing demand for more efficient processes and improved customer experiences, we
believe the Company is well positioned to deliver scalable growth.
First investment July 2010
Sector Construction and
Materials
HQ Bedford, England
IPO date July 2010
Market cap
1
£20 million
haydale.com
Enabling advanced materials through graphene innovation
What they do
Develops and commercialises graphene-enhanced materials using its proprietary
functionalisation technology. The Company applies this expertise across products including
inks, coatings, composites and heating solutions, enabling performance improvements for
customers across a range of industrial and commercial applications.
Why we like it
Its specialist graphene functionalisation capability and its ability to translate this expertise
into commercially viable, application-led products. By targeting clear industrial use cases
with demonstrable performance, efficiency or sustainability benefits, we believe the
Company is well positioned to build relevance across multiple end markets as advanced
materials move into wider industrial adoption.
First investment November 2015
Sector Industrial Materials
HQ Carmarthenshire,
England
IPO date April 2014
Market cap
1
£4 million
What the Fund managers say about Haydale:
“Haydale operates at the forefront of advanced materials, leveraging
its proprietary graphene functionalisation technology across a range
of industrial and commercial applications, with increasing demand for
high-performance materials supporting its long-term growth potential.
As commercial traction builds, the business is positioned to benefit from
broader adoption of its technology.”
What the Fund managers say about Netcall:
“Netcall is benefiting from strong structural demand for automation
and AI-driven customer engagement, supporting a long growth runway
across the public and private sectors. With a record pipeline, rapidly
growing cloud revenues and a highly scalable platform, the business is
well positioned to deliver profitable growth.”
Octopus AIM VCT plc – Annual report and financial statements 2026 16
Portfolio Sector
Investment
cost Fair value of investment
1
Unquoted Investment £1,590,000
£5,373,000
2
Software and
Computer Services
£308,000
£3,316,000
3
Technology Hardware
and Equipment
£1,657,000
£3,199,000
4
1
Software and
Computer Services
£311,000
£2,920,000
5
Investment Banking
and Brokerage Services
£746,000
£2,527,000
6
Industrial Materials £2,797,000
£2,438,000
7
Health Care Providers £183,000
£2,084,000
8
Software and
Computer Services
£1,294,000
£1,932,000
9
Electronic and
Electrical Equipment
£236,000
£1,826,000
10
Health Care Providers £930,000
£1,823,000
Top 10 investments by value as at 28 February 2026
Here, we set out the cost and valuation of the top ten holdings, which account for over 44% of the value of the portfolio.
Top
10
Investment Manager’s review continued
1
After the year end, the Company realised its investment in IDOX plc for proceeds of £2,957,240.
17 Octopus AIM VCT plc – Annual report and financial statements 2026
Investment Manager’s review continued
Top
10
1
Popsa Holdings Limited
Popsa is a developer of consumer mobile
applications for printing photos in
photobooks and other gifting products. The
app is now available in 50 countries around
the globe and has been translated into
10 different languages. Popsa is a pioneer
in the use of narrow AI technology for the
personalised gift market.
www.popsa.com
Initial investment date: February 2018
Cost: £1,590,000
Valuation: £5,373,000
Equity held by Octopus
AIM VCT plc:
6.2%
Fair value as a % of NAV: 5.0%
Last audited accounts: December 2024
Revenue (£’000): £33,000
Loss before tax (£'000): £2,000
Dividends received in year
(£’000):
Nil
2
Netcall plc
Netcall is a UK-based enterprise software
company is a leading provider of intelligent
automation and customer engagement
software and helps organisations achieve
digital transformation by automating
workflows and managing customer
interactions to enable significant cost
savings and better experiences.
www.netcall.com
Initial investment date: July 2010
Cost: £308,000
Valuation: £3,316,000
Equity held by Octopus
AIM VCT plc:
1.7%
Fair value as a % of NAV: 3.1%
Last audited accounts: June 2025
Revenue (£’000): £48,000
Profit before tax (£'000): £5,000
Dividends received in year
(£’000):
28
3
Aurrigo International plc
Aurrigo International plc is a specialist
in the design and development of fully
integrated airside solutions for the
global aviation sector. The company has
created autonomous vehicles tailored for
baggage and cargo handling operations
and has secured partnerships with major
international airports, including Changi
and Schiphol. By combining autonomous
technology with its secure management
systems, Aurrigo enhances operational
efficiency and safety across airport
environments while supporting efforts to
reduce emissions.
www.aurrigo.com
Initial investment date: December 2024
Cost: £1,657,000
Valuation: £3,199,000
Equity held by Octopus
AIM VCT plc:
4.2%
Fair value as a % of NAV: 3.0%
Last audited accounts: December 2024
Revenue (£’000): £8,900
Loss before tax (£'000): £2,000
Dividends received in year
(£’000):
Nil
Octopus AIM VCT plc – Annual report and financial statements 2026 18
Investment Manager’s review continued
4
Idox plc
1
Idox engages in the development and
supply of information and knowledge
management products and services. It
operates through Public Sector Software
and Engineering Information segments. The
Public Sector Software segment provides
specialist information management
solutions to public sector clients, while the
Engineering Information division delivers
engineering document management and
control systems to asset-intensive industries.
www.idoxgroup.com
Initial investment date: May 2007
Cost: £311,000
Valuation: £2,920,000
Equity held by Octopus
AIM VCT plc:
0.9%
Fair value as a % of NAV: 2.7%
Last audited accounts: June 2025
Revenue (£’000): £90,000
Profit before tax (£'000): £9,000
Dividends received in year
(£’000):
29
7
Craneware plc
Craneware is the leading provider of
optimal operational performance systems
and services for the US Healthcare industry.
The company engages in the provision of
software and support services, and aims to
transform healthcare businesses through
its applications and industry-leading
team of experts who examine operational,
financial, and clinical data to provide
valuable insights. The company’s services
and solutions include patient engagement,
charge capture and pricing, claims analysis,
revenue recovery and retention, and cost
analytics.
www.thecranewaregroup.com
Initial investment date: September 2007
Cost: £183,000
Valuation: £2,084,000
Equity held by Octopus
AIM VCT plc:
0.4%
Fair value as a % of NAV: 1.9%
Last audited accounts: June 2025
Revenue (£’000): £205,000
Profit before tax (£'000): £24,000
Dividends received in year
(£’000):
26
5
Brooks Macdonald Group plc
Brooks Macdonald Group is a leading
provider of investment management
services, both in the UK and internationally.
It offers a range of investment
management services to individuals,
pensions funds, institutions, and trusts. The
company had £18 billion of Funds Under
Management as at the 30 June 2024, and
operates from 14 offices across the UK and
Channel Islands.
www.brooksmacdonald.com
Initial investment date: March 2005
Cost: £746,000
Valuation: £2,527,000
Equity held by Octopus
AIM VCT plc:
1.0%
Fair value as a % of NAV: 2.4%
Last audited accounts: October 2025
Revenue (£’000): £111,600
Profit before tax (£'000): £18,000
Dividends received in year
(£’000):
47
6
Haydale plc
Haydale develops and commercialises
graphene-enhanced materials using its
proprietary functionalisation technology,
applying this expertise across inks, coatings,
composites and heating solutions to deliver
measurable performance improvements for
industrial and commercial customers.
www.haydale.com
Initial investment date: November 2015
Cost: £2,797,000
Valuation: £2,438,000
Equity held by Octopus
AIM VCT plc:
8.0%
Fair value as a % of NAV: 2.3%
Last audited accounts: September 2025
Revenue (£’000): £2,500
Loss before tax (£'000): £900
Dividends received in year
(£’000):
Nil
1
After the year end, the Company realised its investment in Idox plc for proceeds of £2,957,240.
19 Octopus AIM VCT plc – Annual report and financial statements 2026
Investment Manager’s review continued
9
Judges Scientific plc
Judges Scientific specialises in acquiring
and developing scientific instrument
businesses, predominantly UK-based but
selling globally to academic, industrial
and regulatory customers. The Group
comprises over 20 companies producing
highly specialised instruments and has
a strong record of both organic and
acquisitive growth. Its strategy is to bring
profitable, niche businesses with established
reputations into the Group and provide the
framework for sustained development.
www.judges.uk.com
Initial investment date: May 2012
Cost: £236,000
Valuation: £1,826,000
Equity held by Octopus
AIM VCT plc:
0.6%
Fair value as a % of NAV: 1.7%
Last audited accounts: December 2024
Revenue (£’000): £146,000
Profit before tax (£'000): £9,000
Dividends received in year
(£’000):
28
10
Diaceutics plc
Diaceutics plc is a diagnostic
commercialisation company providing
data, analytics, and implementation
services to global pharma and biotech
firms. Its DXRX platform integrates
real-world diagnostic testing data from
a global lab network, helping clients
optimise precision-medicine launches and
improve testing availability at market entry.
Operating across North America, Europe,
the UK, and Asia, Diaceutics supports more
efficient treatment pathways and better
patient outcomes.
www.diaceutics.com
Initial investment date: March 2019
Cost: £930,000
Valuation: £1,823,000
Equity held by Octopus
AIM VCT plc:
1.4%
Fair value as a % of NAV: 1.7%
Last audited accounts: December 2024
Revenue (£’000): £38,000
Profit before tax (£'000): £1,000
Dividends received in year
(£’000):
Nil
8
PCI-Pal plc
PCI-PAL plc provides cloud-based software
solutions that enable organisations to
take payments securely across digital
and contact centre environments. Its
technology helps businesses comply with
increasingly stringent regulatory standards
while improving customer experience by
removing sensitive data from internal
systems. Operating on a highly scalable
SaaS model with a strong proportion
of recurring revenues, PCI-PAL serves a
broad range of sectors, including financial
services, utilities, retail and the public
sector, and is well positioned to benefit
from ongoing structural demand for secure
digital payments.
www. pcipal.com
Initial investment date: January 2018
Cost: £1,294,000
Valuation: £1,932,000
Equity held by Octopus
AIM VCT plc:
4.7%
Fair value as a % of NAV: 1.8%
Last audited accounts: March 2025
Revenue (£’000): £22,000
Profit before tax (£'000): £1,000
Dividends received in year
(£’000):
36
Octopus AIM VCT plc – Annual report and financial statements 2026 20Octopus AIM VCT plc – Annual report and financial statements 2026 20
Sector analysis as at 28 February 2026
The graph below shows the top ten sectors in which the equity portfolio was invested by value
as at 28 February 2026.
Octopus
AIM VCT plc
27%
12%
10%
8%
8%
6%
6%
5%
4%
3%
11%
Software and Computer Services Investment Banking and Brokerage Services
Electronic and Electrical Equipment Technology Hardware and Equipment
Medical Equipment and Services Retailers
Pharmaceuticals and Biotechnology Industrial Support Services
Health Care Providers Other
1
Construction and Materials
Investment Manager’s review continued
1
Other sectors include Leisure Goods, Personal Care, Drug and Grocery Stores, Industrial Support Services, General Industrials, Telecommunications Service Providers, Chemicals, Media, Travel and Leisure, Oil, Gas and Coal,
Aerospace and Defense and Industrial Engineering.
2
Factset data as at 28 February 2026.
Market cap breakdown relative to the benchmark
The graph below illustrates the market capitalisation profile of the portfolio companies in
comparison with the market capitalisation of the AIM Index as at 28 February 2026.
0%
5%
10%
15%
20%
25%
30%
35%
£1-£10bn£500m-1bn£100-£500m£50-£100m£10-£50m£5-10m£0-£5m
25%
4%
3%
5%
19%
17%
15%
11%
33%
27%
12%
11%
17%
1%
Octopus AIM VCT plc AIM Index
2
The Company benefits from an established, diversified portfolio but naturally has a
significant proportion of early stage companies, with more than 60% of the portfolio invested
in businesses with market capitalisations below £50 million. These companies typically
represent innovative, high-growth businesses addressing contemporary challenges through
technology-led solutions, improved healthcare delivery and advanced engineering capabilities.
21 Octopus AIM VCT plc – Annual report and financial statements 2026
Introduction
The purpose of the report is to provide shareholders with
sufficient information to enable them to assess the extent to
which the Directors have performed their legal duty to act
in good faith and to promote the success of the Company
in accordance with Section 172 of the Companies Act 2006
for the benefit of shareholders as a whole, as set out in the
strategic report. KPIs on performance are on pages 27
and 28.
The Directors of a company are required to act in the way
they consider will most likely promote the success of the
company for the benefit of its members as a whole. In doing
this, Section 172 requires a director to have regard, amongst
other matters, to the:
•
likely consequences of any decisions in the long term;
•
need to act fairly as between members of the company;
•
need to foster the company’s business relationships with
suppliers, customers and others;
•
impact of the company’s operations on the community
and environment;
•
desirability of the company maintaining a reputation for
high standards of business conduct; and
•
interests of the company’s employees.
In discharging the Board’s Section 172 duties regard has been
given to the above factors. The Board also has regard to other
factors where relevant. By considering the Company’s purpose
and objectives together with its strategic priorities and having a
process in place for decision-making, the Board aims to ensure
that decision making is consistent and predictable.
As a Venture Capital Trust, Octopus AIM VCT plc has no
employees. However, the Directors also assessed the
impact of the Company’s activities on other stakeholders.
The Company considers its shareholders, the Investment
Manager, portfolio companies and other service providers to
be its key stakeholders.
Shareholder engagement
Shareholder engagement is given high priority by the Board.
The Company engages with its shareholders via various
media including, but not limited to, the AGM, the Investment
Manager shareholder presentation provided at the AGM, the
annual and half-year reports and market announcements.
The AGM gives shareholders the opportunity to exercise their
right to vote on resolutions and engage with the Board and
the Investment Manager. The voting results from all General
Meetings are published on the Company’s website.
The Board regularly disseminates information to
shareholders, including a weekly NAV and through RIS
releases on the London Stock Exchange. Shareholders receive
the annual report and accounts which aims to provide a full
understanding of the Company’s activities and results. This
information, together with the half-yearly reports, prospectus
and other shareholder information, is published via the
London Stock Exchange and on the Octopus website at
www.octopusinvestments.com.
The Board always welcome questions from our shareholders
at the AGM. To ensure we are able to respond to any
questions you may have, for either the Investment Manager
or the Board, we would request that you please send these
via email to AIMVCTAGM@octopusinvestments.com by
5.00pm on 16 July 2026.
Provision 4 of the 2024 AIC Corporate Governance Code
requires a company which has received 20% or more of
votes cast against a resolution to explain, when announcing
the voting results, what actions it intends to take to consult
shareholders in order to understand the reasons behind the
result. The Company continues to monitor the 20% threshold
for votes cast against Board recommendations for a
resolution, but has not yet been required to take any actions
in this regard.
Engagement with the Investment Manager
It is normal practice for Venture Capital Trusts to delegate
authority for day-to-day management of the Company
to an Investment Manager and then to engage with the
Investment Manager in setting, approving and overseeing
the execution of the business strategy and related policies
and all administration and control functions. The Investment
Manager attends the scheduled quarterly Board meetings,
and other ad-hoc meetings as appropriate, ensuring an open
dialogue. At every Board meeting a review of financial and
operational performance, as well as legal and regulatory
compliance, is undertaken. The Board also reviews other
areas over the course of the financial year, including:
the Company’s business strategy; key risks; fundraising;
stakeholder-related matters; diversity and inclusivity;
environmental matters; corporate responsibility; and
governance. The Board formally reviews the performance
of the Investment Manager on an annual basis. All
Board members complete a questionnaire regarding the
Investment Manager’s performance and discuss the findings
before concluding.
Section 172 statement
Octopus AIM VCT plc – Annual report and financial statements 2026 22
Engagement with portfolio companies
The Company’s performance is directly linked to the
performance of its underlying portfolio companies.
The Board has delegated the monitoring of its portfolio
companies to the Investment Manager which engages
with portfolio companies through a programme of regular
company meetings as part of its investment process. The
Board has also given the Investment Manager discretionary
authority to vote on portfolio company resolutions on its
behalf as part of its approach to corporate governance.
Engagement with other key stakeholders
and the environment
The Investment Manager is a key business partner with
responsibility for the provision of investment management,
administration, custody and company secretarial services.
During the year, the Board received sufficient information
to assist in understanding the interests and views of the
Company’s key stakeholders, investors, portfolio companies
and service providers to the Company, including the auditor,
lawyers and registrar.
The Board recognises the importance of responsible
investment and the Octopus Group, of which the Investment
Manager forms a part, was certified as a B Corp in February
2021. B Corp certification is a designation that a business
is meeting high standards of verified performance,
accountability and transparency on factors from employee
benefits and charitable giving to supply chain practices and
input materials. Certified B Corps are recognised as leaders
in the global movement for an inclusive, equitable and
regenerative economy.
The Investment Manager is continuing to develop processes
and practices that deliver on its approach to responsible
investment, as set out in the responsible investment policy.
This includes the development and implementation of
internal processes and checks in line with the UN Principles
of Responsible Investing. The Investment Manager continues
to monitor the ESG practices of existing portfolio companies
and shall review our portfolio to confirm our compliance
with these expectations. An example of this is the ongoing
assessment of the carbon emission levels of companies
within the portfolio, and their progression towards furthering
sustainability and environmental goals regarding net zero
ambition and decarbonisation.
Key decisions made during the year
Some of the key decisions made by the Company during
the year that required the Board to take into consideration
Section 172 factors include:
•
The Board discussed fundraising with the Investment
Manager and announced an intention to fundraise in
October 2025. The offer for subscription of shares was
launched in January 2026. The offer subsequently closed
for further applications in April 2026.
•
The Company continued to buy back shares, providing
liquidity to shareholders who wished to sell their shares.
The Board maintained a discount of approximately 4.8% to
NAV, therefore balancing the interests of both remaining
and selling shareholders.
•
During the year, the Board undertook a review of
the Company’s dividend policy and agreed that, in
order to support long-term sustainability and deliver
value for shareholders, from the financial year ending
February 2027 forward, a revised dividend policy will
be implemented. Under the new dividend policy the
Company will target an annual dividend equivalent to
6% of the opening NAV per share, with the flexibility to
distribute additional special dividends in the event of
significant portfolio realisations.
•
The Board is focused on delivering value for shareholders.
During the year, following targets agreed with the
Investment Manager, dividends totalling 5.0p were paid
to shareholders
(
comprising a final dividend of 2.5p, in
respect of the previous financial year, and an interim
dividend of 2.5p
)
.
•
The Board considered it appropriate to obtain shareholders’
approval for the cancellation of the amount outstanding
to the share premium account of the Company to create
(
subject to Court approval
)
a pool of distributable reserves.
Section 172 statement continued
Octopus Group was certified
as a B Corp in 2021. B Corps
are recognised as leaders
in the global movement for
an inclusive, equitable and
regenerative economy.
23 Octopus AIM VCT plc – Annual report and financial statements 2026
Section 172 statement continued
Our key stakeholders
Shareholders Portfolio companies Octopus and suppliers
Why we engage
The Board recognises the critical importance of open and
timely communications with shareholders. Their support is
fundamental to raising further capital which is dependent
on the Company’s performance and clear reporting on
portfolio progress. Shareholders are encouraged to attend
and vote at shareholder meetings and to raise questions in
relation to the Company’s progress.
Why we engage
The Company’s performance and the performance
of its underlying portfolio companies are directly and
intrinsically linked. The Investment Manager monitors the
portfolio companies through a programme of regular
company meetings as part of its investment process.
Why we engage
The Company is reliant on Octopus as the key provider of
investment management and non-investment services.
In addition, third parties such as Computershare, the
Company’s registrar; Panmure Gordon, the Company’s
corporate broker; as well as lawyers and tax advisers
provide key services for the Company and shareholders.
The Board has a positive and open relationship with
Octopus and annually, following a review, votes on
retaining Octopus as the Investment Manager. A variety
of independent professional advisers are utilised by
the Company to help with certain activities, including
regulatory and legal compliance, for example lawyers; tax
advisers; corporate brokers; and auditors.
How we engage
The annual and half-yearly reports, prospectus and
other shareholder information are published on the
Octopus Investments website octopusinvestments.com.
Details of the portfolio, the investment team and other
insights are published on the Octopus Investments
website octopusinvestments.com. Shareholder enquiries
are handled promptly by Octopus Investments. The
Chair responds to communications addressed to the
Board. The Directors aim to make sure that the annual
report and financial statements are fair, balanced
and understandable, and that sufficient information
is provided to shareholders to assess the Company’s
performance, business approach and strategy.
How we engage
The Board has also given Octopus discretionary authority
to vote on portfolio company resolutions on its behalf
as part of its approach to corporate governance, and
encourages it to do so. As part of the portfolio valuation
review the Board is provided with sufficient information
and support to scrutinise the performance of the portfolio
companies.
How we engage
The Company works with Octopus and other suppliers to
maintain appropriate levels of performance, ethics and
governance in order to create value and mitigate risk.
Octopus attends all Board meetings with regular updates
on investment performance, risks and non-investment
services activities as well as ad hoc analysis as requested
by the Board. The Company works with our suppliers
to make sure that it can provide an appropriate level of
service and regulatory compliance function. The Company
is focused on ensuring that we have the right suppliers and
relationships that can effectively deliver the right services
for the business in line with applicable laws, regulations
and best practice.
Octopus AIM VCT plc – Annual report and financial statements 2026 24
Section 172 statement continued
Our key stakeholders continued
Community and environment Government and regulators
Why we engage
The Board considers it important that the Company
has a responsible approach to investing as set out in the
framework on page 9 taking account of environmental,
social and governance matters. The Company’s
investment operations create employment, aid economic
growth, generate tax revenues and produce wealth, thus
benefitting the community and economy overall.
Why we engage
Good governance and compliance with applicable
regulations is vital in ensuring the continued success of the
Company and the regimes within which it operates.
Octopus, on behalf of the Board, actively engages
with HMRC and HM Treasury to seek changes in VCT
legislation, lobbying the government to highlight the
economic benefits of VCTs.
How we engage
Apart from the Board’s recognition that the responsible
investment policy should help to mitigate the impacts
of climate change, the Board has moved to a largely
paperless operation over the past three years and utilises
conferencing platforms where appropriate.
The Board requires that Octopus collects data on diversity
within the portfolio and actively works with our portfolio
companies on an ongoing basis to support their talent
management and recruitment, staff well-being and
diversity policies and initiatives.
How we engage
The Board encourages openness and transparency and
promotes proactive compliance with new regulation.
The Company, through its Investment Manager, engages
with government and regulatory bodies at regular
intervals as well as participating in focus groups and
research with industry bodies.
Government and regulatory policy informs strategic
decision-making at Board level with consideration given
to the impact the Company has on the sector.
25 Octopus AIM VCT plc – Annual report and financial statements 2026
The Company’s objective
The objective of the Company is to invest in a broad range of
Alternative Investment Market (AIM) or Aquis Stock Exchange
(AQSE) traded companies in order to provide shareholders
with attractive tax-free dividends and long-term capital
growth. Investments are made selectively across a range of
sectors in companies that have the potential to grow and
enhance their value.
The Company has been approved as a Venture Capital Trust
by HMRC under Section 259 of the Income Tax Act 2007 (as
amended). The shares of the Company were first admitted to
the Official List of the UK Listing Authority and trading on the
London Stock Exchange on 17 March 1998 and can be found
under the TIDM code ‘OOA’. The Company is listed on the
main market of the London Stock Exchange in the Closed-
ended investment funds sector.
Investment policy
The Company’s investment policy has been designed to
enable it to comply with the VCT qualifying conditions.
The Board intends that the long-term disposition of the
Company’s assets will be not less than 85% in a portfolio
of qualifying AIM, AQSE exchange traded investments or
unquoted companies where in the short to medium term, the
management is planning an initial public offering (IPO) on
AIM or AQSE.
The non-qualifying balance will be invested in permitted
investments held for short-term liquidity, generally
comprising short-term cash or money market deposits with
a minimum Moody’s long-term debt rating of ‘A’, authorised
funds, including those managed by Octopus, or directly in
equity investments and bonds. This provides a reserve of
liquidity which should maximise the Company’s flexibility as
to the timing of investments, disposals, dividend payments
and share buybacks.
Risk is spread by investing in a number of different businesses
across a range of industry sectors. The maximum amount
invested in any one company is limited to the amount
permitted pursuant to VCT legislation in a fiscal year and
no more than 15% of the Company as measured by HMRC
value. The value of an individual investment is expected
to increase over time as a result of trading progress and a
continuous assessment is made of its suitability for sale.
However, shareholders should be aware that the Company’s
qualifying investments are held with a view to long-term
capital growth as well as income and will often have limited
marketability; as a result it is possible that individual holdings
may grow in value to the point where they represent a
significantly higher proportion of total assets prior to a
realisation opportunity being available.
The Company’s Articles permit borrowings of amounts up to
10% of the adjusted share capital and reserves (as defined in
the Company’s Articles). However, investments will normally
be made using the Company’s equity shareholders’ funds
and it is not intended that the Company will take on any
borrowings.
No material changes may be made to the Company’s
investment policy described above without the prior approval
of shareholders by the passing of an Ordinary Resolution. The
Directors will continually monitor the investment process and
ensure compliance with the investment policy.
Future prospects
The Company’s longer-term performance record has
allowed the Company to make the dividend payments to
shareholders in line with the dividend policy. The Board
believes the Company’s business model will enable it to
continue to deliver the targeted regular tax-free annual
dividends referred to in the Chair’s Statement, with the
revised policy, as set out on page 4, applying to dividends
expected to be paid from around January 2027. The
Company has a strong cash position which enables
investment in new companies and support for existing
companies. The outlook statements in both the Chair’s
Statement and the Investment Manager’s Review, on pages
6 and 14 respectively, provide further details on the more
immediate prospects of the Company.
Performance
The Board is responsible for the Company’s investment
strategy and performance, although the management of
the Company’s investment portfolio is delegated to Octopus
through the investment management agreement, as referred
to in the Directors’ Report.
The graph on page 26 compares the total return of the
Company over the period from 1 March 2006 to 28 February
2026 with the total return from notional investments in the
FTSE AIM All-Share Index, FTSE All-Share index, and the
FTSE SmallCap (ex-investment companies) Index over the
same period. The FTSE AIM All-Share Index is a stock market
index consisting of all companies quoted on the Alternative
Investment Market and the FTSE SmallCap Index is an index
of small market capitalisation companies.
Business review
Octopus AIM VCT plc – Annual report and financial statements 2026 26
The Directors consider these to be the most appropriate in helping shareholders benchmark returns from the Company but would remind investors that approximately 29% of the FTSE AIM All-
Share Index is attributable to resources, mining, investment companies and property stocks in which VCTs cannot invest. VCTs are also limited to investing into companies with certain size and
age restrictions. The inclusion of the FTSE All-Share Index is to provide a wider stock market context. Investors should be reminded that shares in VCTs generally continue to trade at a discount to
the NAV of the company.
Comparative portfolio performance
520
500
480
460
440
420
400
380
360
340
320
300
280
260
240
220
200
180
160
140
120
100
80
60
40
20
Value of £100 investment (£)
FTSE All-Share total return, based on £100 notional investment on 1 March 2005 and the reinvestment of all income
FTSE SmallCap ex Investment trusts total return, based on £100 notional investment on 1 March 2005 and the reinvestment of all income
FTSE AIM All-Share total return, based on £100 notional investment on 1 March 2005 and the reinvestment of all income
Octopus AIM VCT plc NAV return + reinvestment of all dividends (net of up-front tax relief), based on notional investment of £100 on 1 March 2005
Feb 05 Feb 06 Feb 07 Feb 08 Feb 09 Feb 10 Feb 11 Feb 12 Feb 13 Feb 14 Feb 15 Feb 16 Feb 17 Feb 18 Feb 19 Feb 20 Feb 21 Feb 22 Feb 23 Feb 26Feb 25Feb 24
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Business review continued
27 Octopus AIM VCT plc – Annual report and financial statements 2026
Business review continued
Key performance indicators (KPIs)
As a VCT, the Company’s objective is to provide
shareholders with attractive dividends and capital return
by investing its funds in a broad spread of predominantly
quoted UK companies which meet the relevant criteria
for VCTs.
The Board has identified five key performance measures to
assess the Company’s success in meeting these objectives.
Some of these are classified as alternative performance
measures (APMs
1
) in line with Financial Reporting Council
(FRC) guidance. The Glossary of terms on page 90 has
further details.
1
NAV per share
The NAV per share of the Company is the sum of the
underlying assets less the liabilities of the Company divided
by the total number of shares in issue.
2025
50.6p
2026
46.8p
2026 change
(3.8)p
Reason for movement
The NAV per share has decreased by 3.8p over the year. This
reduction is primarily due to the dividends paid during the
period, which totalled 5.0p per share.
2
NAV total return per share
1
Total return is calculated as movement in NAV per share in the
period plus dividends paid in the period, divided by the NAV
per share at the beginning of the period. Total return on the
NAV per share enables shareholders to evaluate more clearly
the performance of the Company, as it reflects the underlying
value of the portfolio at the reporting date. This is the most
widely used measure of performance in the VCT sector.
2025
(4.4)%
2026
2.4%
2026 change
+6.8%
Reason for movement
As previously noted, the NAV per share has decreased from
last year’s value of 50.6p to 46.8p. This gave a total return of
2.4% after adding back dividends of 5.0p paid in the year.
The Board remains confident about achieving the long-term
objective of the Company. Performance is also measured
against the FTSE SmallCap Index and the FTSE All-Share
Index, with the latter being provided for wider stock market
context. This is also shown on the graph on page 26. In the
year under review the FTSE SmallCap Index increased by
27.0% and the FTSE All-Share Index rose by 27.3%, all on
a total return basis. These indices have been adopted as
comparative indices. Further details on performance can be
found within the Investment Manager’s Review on pages 10
to 20.
1
These KPIs are defined as alternative performance measures (APMs) and are defined in more detail on the Glossary of terms on page 90.
Octopus AIM VCT plc – Annual report and financial statements 2026 28
3
Dividends per share paid in the year
In line with the current policy the Company has a target of
paying an annual dividend of 5.0p per share or a 5% yield
1
based on the prior year-end share price, whichever is greater
at the time.
2025
9.9p
2026
5.0p
2026 change
(4.9)p
Reason for movement
This year the dividends paid were lower due to a special
dividend of 4.9p made following a large sale from the
portfolio in the prior year. The 5.0p of dividends paid in the
year maintains the minimum of 5% dividend yield target.
The proposed final dividend of 2.5p gives a total dividend in
respect of the year of 5.0p, which is a yield of 11.7%
1
based
on the share price of 42.8p at the prior year end, in line with
the Board’s current policy of paying the higher of a 5% yield
1
based on the year-end share price or 5.0p of dividends in
the year, subject to available cash and distributable reserves.
As communicated in the half-year report, the Company has
updated its dividend policy. The Board now targets an annual
dividend of 6% of the opening NAV, with the flexibility to
pay additional special dividends where there are significant
portfolio realisations. The first dividends under the revised
policy are expected to be paid around January 2027.
4
Ongoing charges
1
The ongoing charges ratio has been calculated using the AIC
recommended methodology and excludes exceptional costs
and trail commission.
2025
2.3%
2026
2.2%
2026 change
(0.1)
%
Reason for movement
The ongoing charges ratio decreased from the previous year,
due to a decrease in expenses.
There are a number of costs involved in operating a VCT,
these expenses are outlined in note 4 on page 69. The
Company has an expense cap of 3.5%. The ongoing charges
have been lower than the expense cap for the current and
prior year, which is in line with the Board’s expectations.
5
Qualifying % under VCT rules
The Company must comply with VCT legislation laid down
by HMRC. A key requirement is to maintain at least an 80%
qualifying investment level. This percentage is calculated
using a formula based on HMRC rules.
2025
85.1%
2026
89.2%
2026 change
4.1%
Reason for movement
The qualification level has increased by 4.1%, and remains
above the 80% requirement. Further details on VCT
regulations can be found within Information and contact
details on page 91.
The Company has continued to meet the 80% qualification
investment level. There continues to be sufficient investment
opportunities to enable the Investment Manager to comply
with these ratios. The Chair’s Statement, on pages 3 to 6,
includes a review of the Company’s activities and future
prospects; further details are also provided within the
Investment Manager’s Review on pages 10 to 20.
Business review continued
1
These KPIs are defined as alternative performance measures (APMs) and are defined in more detail on the Glossary of terms on page 90.
29 Octopus AIM VCT plc – Annual report and financial statements 2026
Risk and risk management
Principal risks, risk management and regulatory environment
The Board carries out a regular review of the risk environment in which the Company operates. The Board seeks to mitigate risks by setting policy, reviewing performance and monitoring progress
and compliance. In the mitigation and management of these risks, the Board applies the principles detailed in the Financial Reporting Council’s Guidance on Risk Management, Internal Control
and Related Financial and Business reporting. Detailed below are what the Board deems to be the principal risks of the Company and the mitigating actions in relation to those risks.
Risk Mitigation Change
1
Investment risk: The focus of the Company’s
investments is into VCT qualifying companies
quoted on AIM and the AQSE, which by their
nature entail a higher level of risk and lower
liquidity than investments in larger quoted
companies.
The Investment Manager has significant experience and a strong track record of investing in AIM
and AQSE companies, and appropriate due diligence is undertaken on every new investment.
The overall risk in the portfolio is mitigated by maintaining a wide spread of holdings in terms of
financing stage, age, industry sector and business models. The Board reviews the investment
portfolio with the Investment Manager on a regular basis.
The overall risk remains
unchanged but elevated given
ongoing macroeconomic
uncertainty and reduced liquidity
within AIM markets. This continues
to be effectively mitigated by the
experience of the Investment
Manager and continued oversight
by the Board.
Risk Mitigation Change
1
VCT qualifying status risk: The Company is
required at all times to observe the conditions
for the maintenance of HMRC approved VCT
status. The loss of such approval could lead to
the Company and its investors losing access
to the tax benefits associated with VCT status
and, in certain circumstances, to investors
being required to repay the initial income tax
relief on their investment. The ability of the
fund to invest is dependent on the pipeline of
qualifying investments.
Prior to investment, the Investment Manager seeks assurance from the Company’s VCT status
adviser that the investment will meet the legislative requirements for VCT investments.
On an ongoing basis, the Investment Manager monitors the Company’s compliance with VCT
regulations on a current and forecast basis to ensure ongoing compliance with VCT legislation.
Regular updates are provided to the Board throughout the year.
The VCT status adviser formally reviews the Company’s compliance with VCT regulations on a
bi-annual basis and reports their results to the Board.
The overall risk remains
unchanged. Strengthened
monitoring arrangements,
external assurance and proactive
oversight continue to mitigate the
potential impact of any breach of
the VCT qualifying conditions.
1
Since 28 February 2025, indicates no change, indicates an increase and indicates a decrease.
Octopus AIM VCT plc – Annual report and financial statements 2026 30
Risk Mitigation Change
1
Operational risk: The Board is reliant on the
Investment Manager to manage investments
effectively, and manage the services of a
number of third parties, in particular the
registrar and tax advisers. A failure of the
systems or controls at the Investment Manager
or third-party providers could lead to an inability
to provide accurate reporting and to ensure
adherence to VCT and other regulatory rules.
The Board reviews the system of internal control, both financial and nonfinancial, operated by
the Investment Manager (to the extent the latter are relevant to the Company’s internal controls).
These include controls that are designed to ensure that the Company’s assets are safeguarded,
that proper accounting records are maintained, and that regulatory reporting requirements are
met. Feedback on other third parties is reported to the Board on at least an annual basis, including
adherence to Service Level Agreements where relevant.
The overall risk remains
unchanged. The control
environment has continued to
mature during the year, alongside
enhanced third party oversight
and ongoing enhancements
to operational resilience
arrangements which has reduced
residual risk overall.
Risk Mitigation Change
1
Information security: A loss of key data could
result in a data breach and fines. The Board is
reliant on the Investment Manager and third
parties to take appropriate measures to prevent
a loss of confidential customer information.
Annual due diligence is conducted on third parties which includes a review of their controls for
information security. The Investment Manager has a dedicated information security team and a
third party is engaged to provide continual protection in this area. A security framework is in place
to help prevent malicious events. The Investment Manager reports to the Board on an annual
basis to update them on relevant information security arrangements. Significant and relevant
information security breaches are escalated to the Board when they occur.
The overall risk remains
unchanged. The external
cyber threat landscape continues
to evolve and remains
materially significant, including
risks amplified by artificial
intelligence. Mitigants are
continually evaluated and
enhanced to ensure they remain
appropriate in light of these
evolving threat vectors.
Risk and risk management continued
1
Since 28 February 2025, indicates no change, indicates an increase and indicates a decrease.
31 Octopus AIM VCT plc – Annual report and financial statements 2026
Risk Mitigation Change
1
Economic: Events such as an economic
recession, movement in interest rates, inflation,
political instability and rising living costs
could cause volatility in the market, adversely
impacting the valuation of investments. This
could result in a reduction in the value of the
Company’s assets.
The Company invests in a diverse portfolio of companies across a range of sectors, which helps
to mitigate against the impact of performance in any one sector. The Company also maintains
adequate liquidity to make sure it can continue to provide follow-on investment to those portfolio
companies which require it and which is supported by the individual investment case.
The Investment Manager monitors the impact of macroeconomic conditions on an ongoing basis
and provides updates to the Board at least quarterly.
The overall risk remains
unchanged. Market and economic
conditions have remained
uncertain during the year, driven
by inflation, interest rate
movements and geopolitical
factors, with the potential to
increase volatility in investment
valuations. Mitigations however
continue to be effective in
managing this risk.
Risk Mitigation Change
1
Legislative: A change to the VCT regulations
could adversely impact the Company by
restricting the companies the Company can
invest in under its current strategy. Similarly,
changes to VCT tax reliefs for investors could
make VCTs less attractive and impact the
Company’s ability to raise further funds.
Failure to adhere with other relevant legislation
and regulation could result in reputational
damage and/or fines.
The Investment Manager engages with HM Treasury and industry bodies to demonstrate the
positive benefits of VCTs in terms of growing UK companies, creating jobs and increasing tax
revenue, and to help shape any change to VCT legislation.
The Investment Manager employs individuals with expertise across the legislation and regulation
relevant to the Company. Individuals receive ongoing training and external experts are engaged
where required.
This overall risk remains
unchanged. The agreed extension
of the sunset clause to 2035,
together with the expansion of the
qualifying investment universe,
represent positive legislative
developments for the Company.
However, these are partially offset
by recent tax changes affecting
VCT investors. The Investment
Manager continues to engage
actively with HM Treasury and
industry bodies to help shape the
legislative environment.
Risk and risk management continued
1
Since 28 February 2025, indicates no change, indicates an increase and indicates a decrease.
Octopus AIM VCT plc – Annual report and financial statements 2026 32
Risk and risk management continued
Risk Mitigation Change
1
Liquidity/cash flow risk: The risk that the
Company’s available cash will not be sufficient
to meet its financial obligations. The Company
invests in smaller companies, which are
inherently less liquid than stocks on the main
market. Therefore, these may be difficult to
realise for their fair market value at short notice.
The Investment Manager prepares cash flow forecasts to make sure cash levels are maintained
in accordance with policies agreed with the Board. The Company’s overall liquidity levels are
monitored on a quarterly basis by the Board, with close monitoring of available cash resources. The
Company maintains sufficient cash and readily realisable securities, including money market funds
and OEICs, which can be accessed at short notice. As at 28 February 2026, 31.1% of net assets were
held in cash and cash equivalents and 12.2% in OEICs, realisable in seven business days.
The overall risk remains
unchanged. Active cash flow
forecasting, enhanced Board
monitoring and the maintenance
of adequate levels of readily
realisable assets continue to
mitigate this risk.
Risk Mitigation Change
1
Valuation risk: For smaller companies or
illiquid shares, establishing a fair value can be
difficult due to the lack of readily available
market data for similar shares, resulting in a
limited number of external reference points.
Investments in companies traded on AIM and AQSE are valued by the Investment Manager using
closing bid prices as reported on Bloomberg. Where investments are in unquoted companies or
where there are indicators bid price is not appropriate, alternative valuation techniques are used in
accordance with the IPEV guidelines.
Valuations of unquoted portfolio companies are performed by appropriately experienced staff,
with detailed knowledge of both the portfolio company and the market in which it operates.
These valuations are then subject to review and approval by the Octopus Valuations Committee,
comprised of staff who are independent of the Investment team and with relevant knowledge of
unquoted company valuations. The Board reviews valuations after they have been agreed by the
Octopus Valuations Committee.
Investment in FP Octopus UK Microcap Growth Fund, FP Octopus UK Multi Cap Income Fund and
FP Octopus UK Future Generations Fund are all valued with reference to the daily prices which are
published by Fund Partners, the Authorised Corporate Director.
The overall risk remains
unchanged. The risk continues
to be mitigated by a robust
valuation governance framework,
incorporating independent
review, committee oversight and
challenge by the Board.
1
Since 28 February 2025, indicates no change, indicates an increase and indicates a decrease.
33 Octopus AIM VCT plc – Annual report and financial statements 2026
Emerging risks
The Board has considered emerging risks. The Board seeks to mitigate emerging risks and
those noted below by setting policy, regular review of performance and monitoring progress
and compliance.
The following are some of the potential emerging risks management and the Board are
currently monitoring:
•
Artificial intelligence;
•
Geopolitics; and
•
Climate change.
Gender and diversity
The Board of Directors currently comprises two female and two male Non-Executive Directors
with considerable experience of the VCT industry and a broad range of skills and backgrounds.
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 at 28 February
2026 the Company has not met the UK Listing Rule 6.6.6R (9)(a) target of at least one member
of the Board being from a minority ethnic background. The Board believes in the value and
importance of diversity in the boardroom, including ethnic diversity, but seeks to recruit
directors whose total attributes best fit the needs of the Board at the time of recruitment.
In line with UK Listing Rule 6 Annex 1 R, the below tables in the prescribed format, show the
gender identity and ethnic background of the Directors as at 28 February 2026.
Ethnic background
Number of
Board members
Percentage of
the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
White British or other White
(including minority white groups)
4 100% Not applicable
1
Mixed/Multiple Ethnic Groups – –
Asian/Asian British – –
Black/African/Caribbean/Black British – –
Other ethnic group – –
Not specified/prefer not to say – –
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 2 50% Not applicable
2
Women 2 50%
Not specified/prefer not to say – –
Risk and risk management continued
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 those from a White British background.
2
This column is not applicable as the Company is externally managed and does not have executive management functions, specifically it does not have a CEO or CFO. The Company considers that the role of Chair and Chair of
the Audit Committee are senior positions. Of these two senior positions, one is performed by a woman and one is performed by a man.
Octopus AIM VCT plc – Annual report and financial statements 2026 34
Risk and risk management continued
As at 28 February 2026, the Board comprised four Directors. The gender breakdown is as
follows: two (50% female); two (50% male). All four Directors identify as White British or other
White (including minority White groups).
Whilst the Board ensures that all appointments are made on merit and that any
Board vacancies are filled by the most qualified candidates, the Board supports the
recommendations for senior positions to be held by female directors and for ethnic
representation on the Board, both matters will be considered when assessing the Board’s
succession plan.
As the Company is externally managed, it has no executive staff and therefore does not
have a CEO or CFO, both roles are deemed as senior Board positions by the FCA. The Board
considers the roles of the Chair and the Chair of the Audit Committee as senior Board
positions. The role of the Chair is currently held by a female and the role of Chair of the Audit
Committee is currently held by a male.
Employee, human rights, social and community issues, environment
policy and greenhouse gas emissions
The Board’s policy on employee, human rights, social and community issues, environment
policy and greenhouse gas emissions is discussed in the Directors’ Report on page 39.
Climate-related matters
Octopus has chosen to continue evolving its responsible investment disclosures in alignment with
industry-recognised regulatory and reporting frameworks, such as the Task Force on Climate
Related Financial Disclosures (TCFD). Importantly, due to its structure, the Company is voluntarily
disclosing this information, as opposed to it being a mandated ‘in-scope’ fund. In alignment
with the spirit of the TCFD framework, some initial disclosures have been outlined under the
categorisations below, but do not cover the full set of requirements as per the TCFD framework.
Future changes are anticipated as regulatory and reporting frameworks continue to evolve.
•
Governance: Day-to-day management of the portfolio, and oversight of investment
decisions, sits within the Investment Manager’s governance structures.
•
Strategy: The Company makes investments into a range of sectors but the companies
receiving funding are small companies primarily listed on AIM. Exposure to climate-related
risks is assessed on a deal-by-deal basis by the Investment Manager. The analysis considers
transition risks and the physical risks and impacts of climate change for industries and
sectors where this has been identified as a material issue. The Investment Manager is also
focused on identifying investment opportunities in companies that are well positioned to
benefit from the transition to a lower carbon economy.
•
Risk management: The investment team use guidance from the Sustainability Accounting
Standards Board
(
‘SASB’
)
to identify climate-related risks. Where potential material climate-
related risks have been identified, the Investment Manager assesses how well the risk is
managed by the portfolio company through further due diligence.
•
Metrics: Where relevant for the industry and sector, the team review metrics reported by
the portfolio company to understand material exposures, how they are being managed
and company performance. This includes areas such as energy management, energy use,
carbon footprint disclosures and commitments to appropriate carbon reduction pathways
for the sector and industry.
On an aggregated level, the Company’s most material climate risk relates to carbon emission;
this is due to the underlying portfolio companies having to adapt their business models to
successfully transition to a lower/zero carbon footprint. As such, the Investment Manager
has taken steps to measure Scope 1 and 2 greenhouse gas emissions. Scope 1 emissions are
those directly from company-owned and controlled resources. Scope 2 emissions are indirect
emissions from the generation of purchased energy, from a utility provider. Scope 3 emissions
are all indirect emissions, not included in Scope 2.
35 Octopus AIM VCT plc – Annual report and financial statements 2026
1
Source: Bloomberg.
Risk and risk management continued
While the ultimate goal is to reduce portfolio emissions to minimise these risks, the immediate
goal is to increase data coverage. The data coverage is currently 90% (2025: 86%), however,
76% of this is estimated rather than reported by the companies in their annual or sustainability
reports. We will engage with the companies to report on their emissions, to allow for more
accurate data, and encourage them to set targets. Furthermore, Octopus Group are in the
process of submitting Science-Based targets using guidance from the Science-Based Targets
initiative (SBTi). Therefore, engaging with the Company to reduce emissions forms part of the
Octopus Group targets. Given the intricate modelling, lack of data and calculations involved,
we regard the analysis as indicative. Greenhouse gas (GHG) emissions:
Metrics for equity holdings
1
Octopus AIM
VCT plc
28 February 2026
AIM All-Share
28 February 2026
Variance to
index
28 February 2026
Scope 1 & 2 emissions (tCO₂e) 1,722 18,221 (91%)
Scope 3 emissions (tCO₂e) 9,993 7 7,232 (87%)
Scope 1 & 2 footprint (tCO₂e/mGBP
invested)
16 170 (91%)
Scope 1 & 2 weighted average carbon
intensity (tCO₂e/mGBP revenue)
196 221 (11%)
Percentage of issuer emission data
coverage (including estimates)
90% 77% 17%
Consumer Duty
The Directors are aware of the Investment Manager’s obligations to comply with the FCA’s
Consumer Duty rules and principles which came into force in 2023. Firms subject to Consumer
Duty must ensure they are acting to deliver good outcomes for consumers and that this is
reflected in their strategies, governance, leadership, and policies. The Investment Manager
undertook a review of its practices to identify and uplift areas of its operations in order to
comply with the Consumer Duty principles which concluded ahead of the Consumer Duty
principles coming into force. The Company is not directly captured by Consumer Duty,
however the Directors will receive updates from the Investment Manager in order to monitor
how the Investment Manager is meeting its obligations.
The Strategic Report was approved on behalf of the Board by:
Joanne Parfrey
Chair
16 June 2026
Octopus AIM VCT plc – Annual report and financial statements 2026 36Octopus AIM VCT plc – Annual report and financial statements 2026 36
Governance
Board of Directors 37
Directors’ report 38
Corporate governance report 42
Audit Committee report 47
Directors’ remuneration report 49
37 Octopus AIM VCT plc – Annual report and financial statements 2026
Board of Directors
The Board comprises four Directors, all of
whom are independent of the Investment
Manager. The Directors operate in a non-
executive capacity and are responsible for
overseeing the investment strategy of the
Company. The Board has wide experience of
investment in both smaller growing companies
and larger quoted companies. All Directors are
members of the Audit Committee.
Joanne Parfrey
Chair
Joanne Parfrey is a chartered accountant by background
and was in private equity with LGV Capital from 2000 to
2011, where she was on the Board of LGV Capital Partners
Ltd and a member of the Investment Committee. She
previously spent a number of years in corporate finance
with the BOC Group plc and Elementis plc. She was formerly
a non-executive director of Henderson International
Income Trust plc, Ieso Digital Health Limited, Guy’s and St
Thomas’ Enterprises Limited and Essentia Trading Limited.
She is currently a non-executive director of The Worldwide
Healthcare Trust plc and the non-executive chair of
Babraham Research Campus. Joanne became a Director of
the Company on 6 October 2016 and Chair on 23 July 2025.
Andrew Boteler
Audit Committee Chair
Andrew Boteler is a chartered accountant and was formerly
Chief Financial Officer of Gooch & Housego PLC and Finance
Director of Riverford Organic Farmers Limited, one of the
largest organic fresh food retailers in the UK. In February
2025 Andrew was appointed a non-executive director of
Cake Box Holdings plc and holds the position of chair of
the audit committee. In September 2025 Andrew became
a non-executive director of Surgical Innovations Group plc
and holds the positions of chair of the audit committee,
chair of the remuneration committee and member of
the nominations committee. Andrew has over 30 years’
experience working in the manufacturing sector, the majority
of this being spent in high technology manufacturing
companies and more recently in ethical food production.
Andrew became a Director of the Company on 19 March
2020 and was appointed chair of the audit committee in
2021.
Louise Nash
Non-executive Director
Louise Nash was a UK Small and MidCap Fund Manager for
16 years, initially with Cazenove Capital and subsequently
with M&G Investments. She is currently a non-executive
director at Blackrock Smaller Companies Trust plc. In
addition she is involved in a family wine business, Höpler,
and provides consultancy services for JLC Investor Relations.
Louise became a Director of the Company on 1 July 2024.
David Docherty
Non-executive Director
David Docherty has over 30 years’ experience in asset
management. He was a portfolio manager at Lloyds
Investment Managers, Gartmore, M&G, Cazenove Capital
Management and Schroders, serving latterly as an
investment director at Schroders. He provides consultancy
services to St Brides Partners, a strategic communications
firm. David became a Director of the Company on
23 July 2025.
Octopus AIM VCT plc – Annual report and financial statements 2026 38
Directors’ report
The Directors present their report and the audited financial
statements for the year ended 28 February 2026. The
Corporate Governance Report on pages 42 to 46 and the
Audit Committee Report on pages 47 and 48 form part of
this Directors’ Report.
The Directors consider that the annual report and accounts,
taken as a whole, is fair, balanced and understandable and
provides the information necessary for shareholders to assess
the Company’s position, performance, business model and
strategy.
Directors
Brief biographical notes on the Directors are given on page 37.
In accordance with the Articles of Association of the
Company, and the AIC Corporate Governance Code, all
Directors will seek re-election at the Company’s upcoming
AGM in July 2026. Following a formal performance
evaluation as part of the Board evaluation, the Board
believes that all the Directors continue to be effective Non-
Executive Directors, providing considerable experience and
continuity to the Company and demonstrating commitment
to their roles.
Directors’ and officers’ liability insurance
The Company has, as permitted by s236 of the Companies
Act 2006, maintained insurance cover on behalf of the
Directors and Secretary indemnifying them against certain
liabilities which may be incurred by them in relation to the
Company.
VCT regulations
Compliance with required rules and regulations is considered
when all investment decisions are made. The Company is
further monitored on a continual basis to ensure compliance.
The main criteria which the Company must adhere to are
detailed on page 86.
The Company will continue to ensure its compliance with the
qualification requirements.
Going concern
The Company’s business activities and the factors likely to
affect its future development, performance and position are
set out in the Chair’s Statement and Investment Manager’s
Review on pages 3 to 6 and pages 10 to 20. Further details
on the management of financial risk may be found in the
Business Review on page 25 and in note 17 to the financial
statements.
The Board receives regular reports from the Investment
Manager and the Directors have a reasonable expectation
that the Company has adequate resources to continue in
operational existence for a period at least 12 months from the
date of approval of the financial statements. As discussed
in the Viability Statement on page 42, the Directors have
considered the Company’s cash flow projections in a range
of scenarios, including both continuation of normal levels
of fundraising as well as potential ‘no fundraise’ scenarios.
In all scenarios the Board is confident in the ability of the
Company to maintain its VCT status and meet its liabilities
as they fall due. Some of the ways in which the Board could
manage the operations of the Company include adjusting
investment strategy and careful consideration of non-
committed cash outflows, including dividends and buybacks.
They are satisfied that no material uncertainties leading to
significant doubt about going concern have been identified.
It is appropriate to continue to adopt the going concern basis
in preparing the financial statements.
The assets of the Company include securities, a large
proportion of which are readily realisable and, accordingly,
the Company has adequate financial resources to continue
to satisfy the expenses of commitments under share
buybacks and to remain in operational existence for a period
of at least 12 months.
A resolution will be put to the Company’s AGM, details on
page 92, to approve the Company continuing as a Venture
Capital Trust. A continuation vote has been approved by
shareholders annually since 2011.
The outlook and future prospects of the market have been
included as part of the Investment Manager’s Review.
Dividend
The proposed final dividend of 2.5p for the year ended
28 February 2026 will be paid on 28 August 2026 to
shareholders on the register on 7 August 2026, subject to
approval at the AGM being held on 23 July 2026, as set out in
the Strategic Report.
Management
The Company has in place an agreement with Octopus to
act as Investment Manager which is central to the ability of
the Company to continue in business. The principal terms of
the Company’s management agreement with Octopus are
set out in note 3 to the financial statements. The Investment
Manager also provides secretarial, administrative and
custodian services to the Company.
Octopus is not entitled to any performance fee.
39 Octopus AIM VCT plc – Annual report and financial statements 2026
There are no other contracts which are deemed to be
essential to the business of the Company.
As required by the UK Listing Rules, the Directors confirm
that, in their opinion, the continuing appointment of
Octopus as Investment Manager is in the best interest of
the shareholders as a whole. In reaching this conclusion
the Directors have taken into account the performance of
the investment portfolio and the ability of the Investment
Manager to produce satisfactory investment performance
in the future. No Director has an interest in any contract to
which the Company is a party.
The Board has delegated the routine management decisions
such as the payment of standard running costs to Octopus.
Investment decisions are discussed with the Board.
Whistleblowing
The Board has considered the arrangements implemented
by the Investment Manager to encourage staff of the
Investment Manager or Company Secretary of the Company
to raise concerns, in confidence, within their organisation
about possible improprieties in matters of financial reporting
or other matters. It is satisfied that adequate arrangements
are in place to allow an independent investigation, and
follow-on action where necessary, to take place within the
organisation. During the year no matters were raised under
the Investment Manager’s whistleblowing policy process.
Employee, human rights, social and
community issues
The Board seeks to conduct the Company’s affairs
responsibly. The Company is required by company law
to provide details of employee, human rights, social and
community issues, including information about any policies it
has in relation to these matters and the effectiveness of such
policies. As an externally managed investment company
with no employees the Company does not maintain specific
policies in relation to these matters.
Environment policy and greenhouse gas
emissions
The day-to-day operations of the Company are outsourced
to the Investment Manager, and consequently the Company
does not have its own environmental policy, relying instead
on the Investment Manager’s environmental strategy. The
Company does, however, recognise the importance of
conducting its business, including investment decisions, in a
manner that is environmentally responsible. The Company
does not produce any reportable emissions as the fund
management is outsourced to the Investment Manager
with no physical assets or property held by the Company.
As the Company has no employees or operations, it is not
responsible for any direct emissions, and as it uses less than
40,000 kWh of energy during the reporting year it is exempt
from Streamlined Energy and Carbon Reporting (SECR)
requirements.
Financial risk management
The most significant financial risks arising from the
Company’s financial instruments are price risk, interest rate
risk, credit risk, cash flow risk and liquidity risk. The policies
for managing these risks are regularly reviewed by the
Board and full details can be found in note 17 to the financial
statements.
Bribery Act
Octopus has an Anti-Bribery policy which includes robust
procedures to ensure full compliance with the Bribery Act
2010 and to ensure that the highest standards of professional
ethical conduct are maintained. All Octopus employees and
those working for, or on behalf of, the Investment Manager
are aware of their legal obligations when conducting
Company business.
Share capital
The Company’s Ordinary share capital as at 28 February
2026 comprised 229,459,767 Ordinary shares of 0.01p each.
The voting rights of the Ordinary shares on a show of hands,
or on a poll, are one vote for each share held. There are no
restrictions on the transfer of the Ordinary shares and there
are no shares that carry special rights with regard to the
control of the Company.
Share issues
On 12 January 2026, a prospectus offer was launched
alongside Octopus AIM VCT 2 plc to raise a combined total of
up to £30 million with a £30 million over-allotment facility.
18,742,364 shares were issued under the fundraise that
launched on 12 January 2026, raising £7.4 million after costs.
These shares were issued after 28 February 2026.
In the year under review, 8,893,138 were issued under the fundraise
that launched on 23 September 2024, raising £4.4 after costs.
During the year 4,465,364 shares were issued to those
shareholders who elected to receive shares under the
Dividend Reinvestment Scheme as an alternative to
dividends. This raised £2.1 million.
Directors’ report continued
Octopus AIM VCT plc – Annual report and financial statements 2026 40
An additional 43,183 shares were issued to shareholders as a
result of reduced adviser charges, and to Octopus employee
shareholders as a rebate as part of the annual management
fee. These shares were issued to those investors who, in
accordance with the adviser charging terms contained
in each fundraising document offered to the public and
published since 31 December 2012 following the introduction
of the retail distribution, had chosen to pay their adviser less
than the 0.5% ongoing adviser charge; and to employees,
who have been rebated the annual management charge.
Share buybacks and redemptions
During the year, the Company purchased 12,100,604 Ordinary
shares with a nominal value of 1p for cancellation at a
weighted average price of 46.5p per share (2025: 6,705,585
shares at a weighted average price of 56.1p per share) for a
total consideration of £5.6 million (2025: £3.7 million). This
represents 5.3% (2025: 2.9%) of the closing share capital.
These were repurchased in accordance with the Company’s
share buyback facility to assist the marketability of the shares
and prevent the shares trading at a wide discount to the NAV.
Post balance sheet events
A full list of post balance sheet events since 28 February 2026
can be found in note 18 to the financial statements on page 79.
Rights attaching to the shares and restrictions
on voting and transfer
Subject to any suspension or abrogation of rights pursuant
to relevant law or the Company’s Articles of Association,
the Ordinary shares confer on their holders (other than the
Company in respect of any Treasury shares) the following
principal rights:
(a) the right to receive profits available for distribution, such
dividends as may be agreed to be paid (in the case of a
final dividend in an amount not exceeding the amount
recommended by the Board as approved by shareholders
in a general meeting or in the case of an interim dividend
in an amount determined by the Board). All dividends
unclaimed for a period of 12 years after having become
due for payment are forfeited automatically and cease to
remain owing by the Company;
(b) the right, on a return of assets on a liquidation, reduction
of capital or otherwise, to share in the surplus assets of
the Company remaining after payment of its liabilities
pari passu with the other holders of Ordinary shares; and
(c) the right to receive notice of and to attend and speak
and vote in person or by proxy at any general meeting
of the Company. On a show of hands, every member
present or represented and voting has one vote, and on
a poll, every member present or represented and voting
has one vote for every share of which that member is the
holder. The appointment of a proxy must be received not
less than 48 hours before the time of the holding of the
relevant meeting or adjourned meeting or, in the case of
a poll taken otherwise than at or on the same day as the
relevant meeting or adjourned meeting, be received after
the poll has been demanded and not less than 24 hours
before the time appointed for the taking of the poll.
These rights can be suspended. If a member, or any other
person appearing to be interested in shares held by that
member, has failed to comply within the time limits specified
in the Company’s Articles of Association with a notice
pursuant to s793 of the Companies Act 2006 (notice by the
Company requiring information about interests in its shares),
the Company can, until the default ceases, suspend the right
to attend and speak and vote at a general meeting. If the
shares represent at least 0.25% of their class the Company
can also withhold any dividend or other money payable in
respect of the shares (without any obligation to pay interest)
and refuse to accept certain transfers of the relevant shares.
Shareholders, either alone or with other shareholders,
have other rights as set out in the Company’s Articles of
Association and in company law (principally the Companies
Act 2006).
A member may choose whether their shares are evidenced
by share certificates (certificated shares) or held in electronic
(uncertificated) form in CREST (the UK electronic settlement
system). Any member may transfer all or any of their shares,
subject in the case of certificated shares to the rules set
out in the Company’s Articles of Association or in the case
of uncertificated shares to the regulations governing the
operation of CREST (which allow the Directors to refuse to
register a transfer as therein set out); the transferor remains
the holder of the shares until the name of the transferee
is entered in the Register of Members. The Directors may
refuse to register a transfer of certificated shares in favour of
more than four persons jointly or where there is no adequate
evidence of ownership or the transfer is not duly stamped
(if so required). The Directors may also refuse to register an
Ordinary share transfer if it is in respect of a certificated share
which is not fully paid up or on which the Company has a lien
provided that, where the share transfer is in respect of any
share admitted to the Official List maintained by the FCA
any such discretion may not be exercised so as to prevent
dealings taking place on an open and proper basis, or if, in
the opinion of the Directors (and with the concurrence of the
FCA), exceptional circumstances so warrant, provided that
Directors’ report continued
41 Octopus AIM VCT plc – Annual report and financial statements 2026
the exercise of such power will not disturb the market in those
shares. Whilst there are no squeeze-out and sell-out rules
relating to the shares in the Company’s Articles of Association,
shareholders are subject to the compulsory acquisition
provisions in s974 to s991 of the Companies Act 2006.
Independent auditor and disclosure of
information to auditor
BDO LLP is the appointed auditor of the Company and offer
themselves for re-appointment. A resolution to re-appoint
BDO LLP as auditor and authorise the Directors to determine
their remuneration will be proposed at the forthcoming AGM.
As far as the Directors are aware, there is no relevant
audit information of which the auditor is unaware and the
Directors have taken all the steps they ought to have taken as
Directors in order to make them aware of any relevant audit
information and to establish that the Company’s auditor is
aware of that information.
Resolutions being put to shareholders in 2026
Directors’ authority to allot shares, to disapply
pre-emption rights
The authority proposed under Resolution 10 is required so
that the Directors may issue shares in connection with
offers, if the Directors believe this to be in the best interests
of the Company and the shareholders as a whole. Any issue
proceeds will be available for investment in line with the
Company’s investment policy and may be used, in whole or
part, to purchase Ordinary shares in the market. Resolution
8 renews the Directors’ authority to allot Ordinary shares
(representing approximately 20% of the Company’s issued
share capital at the date of the Notice of AGM). The authority
conferred by this Resolution will expire on the date falling
15 months after the date of the passing of the Resolution or,
if earlier, at the conclusion of the next AGM of the Company.
Any shares allotted under this authority would be issued at
prices at or above NAV.
Resolution 11 authorises the Directors to allot Ordinary shares
in connection with the Dividend Re-investment Scheme
(‘DRIS’), up to 5% of the Company’s issued share capital at
the date of the Notice of AGM. Such authority will expire 15
months after the passing of the Resolution.
Resolutions 12 and 13 renew and extend the Directors’
authority to allot equity securities for cash without pre-
emption rights applying in certain circumstances. The
Resolutions will authorise the Directors, until the date falling
15 months after the date of the passing of the Resolutions or,
if earlier, the conclusion of the next AGM of the Company,
to issue Ordinary shares for cash without pre-emption rights
applying by way of an offer to existing shareholders. These
powers will be exercised only if, in the opinion of the Directors,
it would be in the interests of shareholders as a whole. Any
shares allotted under this authority would be issued at prices
at or above NAV.
Directors’ authority to make market purchases
of its own shares
The authority proposed under Resolution 14 is required so
that the Directors may make purchases of up to 37,426,375
Ordinary shares (representing approximately 14.99% of the
Company’s issued share capital at the date of the Notice of
AGM) and the Resolution seeks renewal of such authority
until the next AGM (or the expiry of 15 months, if earlier). Any
shares bought back under this authority will be at a price
determined by the Board, (subject to a minimum of 1p (being
the nominal value of such shares) and a maximum of 5%
above the average mid-market quotation for such shares on
the London Stock Exchange and the applicable regulations
thereunder). This power will be exercised only if, in the opinion
of the Directors, a repurchase would be in the best interests
of shareholders as a whole. Any shares repurchased under
this authority will either be cancelled or held in Treasury for
future re-sale in appropriate market conditions.
Cancellation of share premium account
The Board considers it appropriate to obtain shareholders’
approval for the cancellation of the amount standing to the
credit of the share premium account to create (subject to
Court approval) a pool of distributable reserves. A Special
Resolution to this effect is being proposed at Resolution 15.
Substantial shareholdings
As at the date of this report, no disclosures of major
shareholdings had been made to the Company under
Disclosure Guidance and Transparency Rule 5 (Vote Holder
and Issuer Notification Rules).
On behalf of the Board
Joanne Parfrey
Chair
16 June 2026
Directors’ report continued
Octopus AIM VCT plc – Annual report and financial statements 2026 42
Corporate governance report
The Board of the Company has considered the principles
and recommendations of the Association of Investment
Companies Code of Corporate Governance (‘AIC Code’). The
AIC Code addresses the Principles and Provisions set out in
the UK Corporate Governance Code (‘UK Code’), as well as
setting out additional Provisions on issues that are of specific
relevance to the Company.
The Board considers that reporting against the principles
and provisions of the AIC Code, which has been endorsed
by the Financial Reporting Council, provides more relevant
information to shareholders.
Corporate governance within the closed-ended investment
company industry differs from that of other companies. In
addition, VCTs differ from most other investment companies
in that they have, developed over many years, a complex
range of additional legal, tax and regulatory requirements.
Octopus AIM VCT plc, as a VCT and closed-ended investment
company, has particular factors which have an impact on its
governance arrangements. The Company:
•
outsources all day-to-day activities
(
such as portfolio
management, administration, accounting, custody and
company secretarial
)
. This means that it is governed
entirely by a Board of Non-Executive Directors. In these
circumstances, the proper oversight of these relationships
is the key aspect of achieving good corporate governance;
•
does not have executive directors or employees. As a
consequence, the only ‘corporate memory’ is that of the
Non-Executive Directors; and
•
does not have customers, only shareholders.
The AIC Code deals with matters such as the relationship
with the Investment Manager and other service providers.
In practice, most of the time spent by the Board of a well-
functioning investment company should be spent on matters
of general corporate governance (e.g. the investment
strategy, policy and performance) which is what we do.
1
The Company is committed to maintaining high standards
in corporate governance. The Directors consider that the
Company has, throughout the year under review, complied
with the provisions set out in the AIC Code with the
exceptions set out in the Compliance Statement on page 46.
Viability statement
As part of their continuing programme of monitoring risk the
Directors have assessed the prospects of the Company over
a longer period than the minimum of twelve months required
by the ‘going concern’ provision. The Board conducted this
review for a period of five years, which was considered to be a
reasonable time horizon given that the Company has raised
funds under an offer for subscription and, under VCT rules,
subscribing investors are required to hold their investment for
a five-year period in order to benefit from the associated tax
reliefs. The Board regularly considers the Company’s strategy,
including investor demand for the Company’s shares, and a
five-year period is considered to be a reasonable time horizon
for this.
The Board carried out a robust assessment of the emerging
and principal risks facing the Company and its current
position. This includes the impact of economic, market,
political, and geo-political uncertainty and any other
risks which may adversely impact its business model such
as future performance, solvency or liquidity. Particular
consideration was given to the Company’s reliance on, and
close working relationship with, the Investment Manager and
the ability to raise new capital. The principal risks faced by
the Company and the procedures in place to monitor and
mitigate them are set out on pages 29 to 32.
The Board has also considered the liquidity of the underlying
investments and the Company’s cash flow projections and
found these to be realistic and reasonable. The Company’s
cash flow includes cash equivalents which are short-term,
highly liquid investments.
Based on the above assessment the Board confirms that it
has a reasonable expectation that the Company will be able
to continue in operation and meet its liabilities as they fall
due over the five-year period to 28 February 2031.
Board of Directors
The Company has a Board of four Non-Executive Directors,
all of whom are considered by the Board to be independent.
The Board meets at least four times a year, and on other
occasions as required, to review the investment performance
and monitor compliance with the investment policy laid
down by the Board.
1
Please see the AIC Code at www.theaic.co.uk
43 Octopus AIM VCT plc – Annual report and financial statements 2026
David Docherty joined the Board on 23 July 2025. Nurole Ltd, who are independent of the
Company, were engaged for the recruitment process.
The Board has a formal schedule of matters specifically reserved for its decision which include:
•
the consideration and approval of future developments or changes to the investment policy,
including risk and asset allocation;
•
consideration of corporate strategy;
•
approval of the appropriate dividend to be paid to the shareholders;
•
the appointment, evaluation, removal and remuneration of the Investment Manager;
•
the performance of the Company, including monitoring of the discount of the NAV to the
share price; and
•
monitoring shareholder profiles and considering shareholder communications.
The Chair leads the Board in the determination of its strategy and in the achievement of
its objectives. The Chair is responsible for organising the business of the Board, ensuring its
effectiveness and setting its agenda, and has no involvement in the day-to-day business of
the Company. She facilitates the effective contribution of the Directors and makes sure that
they receive accurate, timely and clear information and that they communicate effectively
with shareholders.
The Company Secretarial function is discharged by Octopus Company Secretarial Services
Limited, which is responsible for advising the Board, through the Chair, on all governance
matters. All of the Directors have access to the advice and services of the Company Secretary,
which has administrative responsibility for the meetings of the Board and its committees.
Directors may also take independent professional advice at the Company’s expense where
necessary in the performance of their duties.
As all of the Directors are non-executive, it is not considered necessary to identify a member of
the Board as the senior independent director of the Company.
The Company’s Articles of Association and the schedule of matters reserved for the Board for
decision provide that the appointment and removal of the Company Secretary is a matter for
the full Board.
During the year the following meetings were held as part of the regular programme of
meetings:
Full Board
meetings held
No. of
meetings
attended
Audit
Committee
meetings held
Audit
Committee
meetings
attended
Joanne Parfrey 5 5 2 2
Andrew Boteler 5 5 2 2
Louise Nash 5 5 2 2
David Docherty
1
5 3 2 1
Additional meetings were held as required to address specific issues, including approval of the
Company’s annual reports and accounts and half-yearly results.
Performance evaluation and independence of Directors
Each year a formal performance evaluation is undertaken of the Board, its Committees and
the Directors in the form of a questionnaire completed by each Director. The Chair provides a
summary of the findings to the Board, which is discussed and an action plan agreed. During
the year no issues were identified requiring an action plan. The performance of the Chair is
evaluated by the other Directors.
Corporate governance report continued
1
David Docherty was appointed as a Director on 23 July 2025.
Octopus AIM VCT plc – Annual report and financial statements 2026 44
Length of service
Date of original
appointment
Due date for election/
re-election
Joanne Parfrey 6 October 2016 AGM 2026
Andrew Boteler 19 March 2020 AGM 2026
Louise Nash 1 July 2024 AGM 2026
David Docherty 23 July 2025 AGM 2026
Length of service of the Chair and other Directors is one of a number of factors taken into
account when considering the contribution and ongoing independence of the Board, both
individually and in terms of overall composition. The Board considers the experience, range of
skills, knowledge of the Company 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. We believe (in line with the AIC
Code) that members of the Board are independent in character and judgement with respect
to their duties to the shareholders.
The Company’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. The Directors have agreed to submit themselves
for annual re-election. This practice was followed during the year under review.
Notwithstanding the policy for one-third of the Directors to retire at each AGM, in order to
follow best practice, all Directors stand for re-election annually. 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 the Company.
Powers of the Directors
Subject to the provisions of the Companies Act 2006, the Memorandum and Articles of
Association of the Company and any directions given by shareholders by Special Resolution,
the Articles of Association specify that the business of the Company is to be managed by
the Directors, who may exercise all the powers of the Company, whether relating to the
management of the business or not. In particular the Directors may exercise on behalf of the
Company its powers to purchase its own shares to the extent permitted by shareholders.
Authority was given at the Company’s 2025 AGM to make market purchases of up to 14.99%
of the issued Ordinary share capital at any time up to the 2026 AGM and otherwise on the
terms set out in the relevant resolution and renewed authority is being sought at the 2026
AGM as set out in the notice of meeting.
Board committees
There is no formal Management Engagement Committee as matters of this nature are
dealt with by the independent Non-Executive Directors. The Board does not have a separate
Remuneration Committee as the Company has no employees or executive directors. Detailed
information relating to the remuneration of Directors is given in the Directors’ Remuneration
Report on pages 49 to 51. The Board does not have a separate Nomination Committee as
there has not been a requirement for a Committee. Whilst diversity considerations would
normally be a function of a Nomination Committee, these are dealt with by the Board as a
whole on an annual basis. The Board considers its composition to be appropriate with due
regard for the benefits of diversity and gender.
Corporate governance report continued
45 Octopus AIM VCT plc – Annual report and financial statements 2026
The Board has appointed one committee to make
recommendations to the Board in a specific area:
Audit Committee
Andrew Boteler is Chair of the Audit Committee and, given
the size and nature of the Board, it is felt appropriate that
all Directors are members of this Committee, including the
Chair of the Board who, in line with Provision 29 of the AIC
Code, does not chair the Committee and was independent
on appointment. The Board confirms that, in accordance
with the recommendation of the AIC Code, at least one
member of the Audit Committee has recent and relevant
financial experience. Andrew Boteler and Joanne Parfrey
are Chartered Accountants and the Board is confident that
the Committee as a whole has competence relevant to the
sector in which the Company operates.
The Audit Committee Report is given on pages 47 and 48.
Internal controls
The purpose of these controls is to ensure that proper
accounting records are maintained, the Company’s assets
are safeguarded and the financial information used within
the business and for publication is accurate and reliable;
such a system can only provide reasonable and not absolute
assurance against material misstatement or loss. The system
of internal controls is designed to manage rather than
eliminate the risk of failure to achieve the business objectives.
The Board regularly reviews financial results and investment
performance with its Investment Manager.
The Board delegates the identification of appropriate
opportunities and the investment of funds to the Investment
Manager. The Board regularly review reports upon the
investments made and on the status of existing investments.
The Investment Manager is also engaged to carry out the
accounting and custodian functions of the Company.
All quoted investments are held in CREST. Unquoted
investments are held in certificated form.
The Directors confirm that they have established a
continuing process throughout the year and up to the date
of this report for identifying, evaluating and managing the
significant potential risks faced by the Company and have
reviewed and were satisfied with the effectiveness of the
internal control systems. As part of this process, an annual
review of the Investment Manager’s internal control systems
is carried out, by Octopus, in accordance with the Financial
Reporting Council’s Guidance on Risk Management, Internal
Control and Related Financial and Business Reporting. As
explained in the Audit Committee Report, the Board does not
consider it necessary to maintain an internal audit function.
Internal control systems include the production and review of
monthly bank reconciliations and management accounts. All
outflows made from the VCT’s accounts require the authority
of two signatories from Octopus. The Investment Manager
is subject to ongoing review by the Octopus Compliance
Department.
Financial risk management objectives
and policies
The Company is exposed to the risks arising from its
operational and investment activities. Further details can
be found in note 17 to the financial statements.
Statement of voting at the Annual General
Meeting
The most significant portion of the votes cast against a
resolution at the 2025 AGM was for the resolution relating
to the approval of the Directors’ Remuneration Report
(4.76% of votes cast). No communication was received
from shareholders giving reasons for the votes against the
resolutions.
Shareholders’ views are always welcomed and considered by
the Board. The methods of contacting the Board are set out
in the following section.
Relations with shareholders
The Investment Manager will provide an update on the
Company’s activities and future plans at the AGM to be held
on 23 July 2026. This will also provide an opportunity for
shareholders to ask questions of the Board relating to the
AGM resolutions and annual report and accounts.
We always welcome questions from our shareholders at
the AGM, which will take place on 23 July 2026 at
10.30am. To ensure we are able to respond to any
questions you may have for either the Investment Manager
Corporate governance report continued
Octopus AIM VCT plc – Annual report and financial statements 2026 46
Corporate governance report continued
or Octopus AIM VCT plc Board, please send these via email
to AIMVCTAGM@octopusinvestments.com by 5.00pm
on 16 July 2026. Alternatively, please contact the team at
Octopus to answer any queries. They can be contacted on
0800 316 2295.
Corporate Governance Code
The Board has considered the principles and
recommendations of the Association of Investment
Companies Code of Corporate Governance (the ‘AIC Code’
as published in August 2024, which applies to accounting
periods beginning on or after 1 January 2025, with the
exception of provision 34 which will be applicable for
accounting periods beginning on or after 1 January 2026.
Compliance statement
The Board recognises the importance of good governance.
With the exception of the limited items outlined below, the
Board believes, for the year ended 28 February 2026, the
Company has complied with the principles and provisions of
the AIC Code:
1. the Company does not have a senior independent
director. The Board does not consider this necessary for
the size of the Company;
2. the Company does not have a separate Nomination
Committee due to the relatively small size and structure
of the Company. Appointments are dealt with by the full
Board as and when appropriate;
3. the Company does not have a Remuneration Committee
given the size of the Company and as it does not have
any executive directors. The whole Board deals with any
matters pertaining to remuneration; and
4. the Company has no major shareholders therefore
shareholders are not given the opportunity to meet any
Non-Executive Directors at a specific meeting other
than the AGM, but are welcome to contact the Board or
Octopus at any time.
By Order of the Board
Joanne Parfrey
Chair
16 June 2026
47 Octopus AIM VCT plc – Annual report and financial statements 2026
Audit Committee report
This report is submitted in accordance with The AIC
Code in respect of the year ended 28 February 2026 and
describes the work of the Audit Committee in discharging its
responsibilities.
The Committee’s key objective is the provision of effective
governance of the appropriateness of the Company’s
financial reporting, the performance of the auditor and
the management of the internal control and business risk
systems. The Directors forming the Audit Committee can be
found on page 37.
Matters considered by the Audit Committee
in the year
The Audit Committee’s terms of reference include the
following responsibilities:
•
reviewing and making recommendations to the Board in
relation to the Company’s published financial statements
and other formal announcements relating to the
Company’s financial performance;
•
reviewing and making recommendations to the Board
in relation to the Octopus internal controls
(
including
internal financial control
)
and risk management systems
to the extent they are relevant to the Company’s internal
controls;
•
periodically considering the need for an internal audit
function;
•
making recommendations to the Board in relation to the
appointment, re-appointment and removal of the external
auditor and approving the remuneration and terms of
engagement of the external auditor;
•
reviewing and monitoring the external auditor’s
independence and objectivity and the effectiveness of
the audit process, taking into consideration relevant UK
professional regulatory requirements;
•
monitoring the extent to which the external auditor is
engaged to supply non-audit services; and
•
ensuring that the Investment Manager has arrangements
in place for the investigation and follow-up of any
concerns raised confidentially by staff in relation to
propriety of financial reporting or other matters.
The Committee reviews its terms of reference and its
effectiveness annually and recommends to the Board
any changes required as a result of the review. The terms
of reference are available on request from the Company
Secretary.
The Committee meets at least twice per year and has direct
access to BDO LLP, the Company’s external auditor.
Auditor appointment
The Audit Committee undertook a competitive audit tender
process in 2019 as required for all Public Interest Entities who
have had the same auditor for ten years, following which
BDO LLP were re-appointed. When considering whether to
recommend the re-appointment of the external auditor,
the Committee takes into account the tenure of the current
auditor in addition to comparing the fees charged to similar
sized VCTs. The current auditor was appointed in 2008 under
the name of PKF (UK) LLP, which subsequently merged with
BDO LLP, and has held the position for 18 years. Under FRC
ethical standards an audit tender and rotation of auditor will
be mandatory for the year ended 28 February 2029. The year
ended 28 February 2026 represents Elizabeth Hooper’s third
year as audit partner.
Independence and objectivity of the auditor
No non-audit services were provided by the external auditor
during the period. The external auditor confirmed that they
have not identified any other relationships or threats that
may reasonably be thought to bear on their objectivity and
independence which was agreed by the Audit Committee.
When considering the effectiveness of the external audit,
the Board considered the quality and content of the Audit
Plan and Report provided to the Committee by the auditor
and the resultant reporting and discussions on topics raised.
Further consideration is also given as part of the annual
Board evaluation.
Auditor evaluation
The effectiveness of the external audit is assessed as part of
the Board evaluation conducted annually and by the quality
and content of the Audit Plan and Report provided to the
Committee by the auditor and the resultant discussions on
topics raised. The Committee also engages with the auditor
when present at a Committee meeting, if appropriate. The
Audit Committee is satisfied that BDO LLP provided effective
challenge in carrying out its responsibilities.
Once the Committee has made a recommendation to
the Board, in relation to the appointment of the external
auditor, this is then ratified at the AGM through an Ordinary
Resolution.
Octopus AIM VCT plc – Annual report and financial statements 2026 48
Internal audit
The Company does not have an independent internal audit
function as it is not deemed appropriate given the size of
the Company and the nature of the Company’s business.
However, the Committee considers annually whether there
is a need for such a function and if so would recommend this
to the Board. Octopus has an internal audit team, which is
supported as required by external consultants. The Octopus
Compliance Department reports to the Board on the
outcome of the internal audits that have taken place insofar
as these relate to the Company and confirms the absence of
any issues relating to internal audit of which the Board should
be aware. Octopus undertakes to immediately raise to the
Committee any significant issues arising from the Octopus
internal audit that affect the Company.
The Committee will monitor the significant risks at each
meeting and Octopus will work closely with the internal
auditor to mitigate the risks and the resultant impact.
Financial reporting matters
The Audit Committee is responsible for considering issues
in relation to the financial statements, which are either
significant financial reporting matters or other financial
reporting matters. The Committee has identified the most
significant financial reporting matter for the Company as:
•
Valuation and ownership of investments: The Committee
gives special audit consideration to the valuation of
investments and supporting data provided by Octopus.
The impact of this risk would be a large gain or loss in the
Company’s results. The valuations are supported variously
by stock market quotations, portfolio company audited
accounts, third party evidence and
(
where relevant for
unquoted investments
)
valuations confirmed to be in
accordance with IPEV guidelines. These, together with
reconciliations and independent confirmations performed
by the auditor give comfort to the Audit Committee.
The Committee has identified the following as other financial
reporting matters:
•
Management override of financial controls: The
Committee specifically review all significant accounting
estimates that form part of the financial statements
and consider any material judgements applied by
management during the completion of the financial
statements.
•
Recognition and categorisation of revenue from
investments: Investment income is the Company’s main
source of revenue. The revenue return is recognised
when the Company’s right to the return is established
in accordance with the Statement of Recommended
Practice, as either revenue or capital income. Octopus
confirms to the Audit Committee that the revenues are
recognised appropriately.
In addition to the above, the Committee has also
considered the implications of inflation and interest rates.
As at the date of issuing this Report, whilst the Committee
anticipates further market volatility affecting the underlying
investments, it does not consider that this will have an
impact upon the long-term viability of the Company. This is
discussed further in the Viability Statement on page 42.
These issues were discussed with Octopus and the auditor at
the conclusion of the audit of the financial statements.
The Committee has considered the annual report and
accounts for the year ended 28 February 2026 and has
reported to the Board that it considers them to be fair,
balanced and understandable, providing the information
necessary for shareholders to assess the Company’s position,
performance, business model and strategy.
The Audit Committee is also responsible for considering and
reporting on any significant issues that arise in relation to
the audit of the financial statements. The Audit Committee
can confirm that there were no significant issues to report
to the shareholders in respect of the audit of the financial
statements to 28 February 2026.
Andrew Boteler
Audit Committee Chair
16 June 2026
Audit Committee report continued
49 Octopus AIM VCT plc – Annual report and financial statements 2026
Directors’ remuneration report
Introduction
This report is submitted in accordance with Regulation 3
of the Large and Medium-sized Companies and Groups
(Accounts and Reports) (Amendment) Regulations 2013
(‘Regulations’) in respect of the year ended 28 February 2026.
The Company’s auditor, BDO LLP, is required to give their
opinion on certain information included in this report;
comprising the Directors’ emoluments section and the
Directors’ interest in shares below as set out on pages 49
and 50.
Consideration by the Directors of matters
relating to Directors’ remuneration
The Board as a whole considers Directors’ remuneration and
has not appointed a separate committee in this respect.
The Board has not sought advice or services from any
external person in respect of its consideration of Directors’
remuneration during the year although the Directors expect
from time to time to review the fees against those paid to
the boards of directors of other VCTs. The Company does not
have a chief executive officer, senior management or any
employees.
Directors’ Remuneration Policy report
The Board consists entirely of Non-Executive Directors, who
meet at least quarterly and on other occasions as necessary,
to deal with the important aspects of the Company’s affairs.
Directors are appointed with the expectation that they will
serve for a period of at least three years. All Directors are
subject to election at the first AGM after their appointment
and one-third of all Directors are subject to retirement by
rotation at the AGMs. However, as best practice, all the
Directors retire and stand for re-election annually. Re-
election will be recommended by the Board but is dependent
upon shareholder votes.
Each Director received a letter of appointment. A Director
may resign at any time by giving three months’ notice in
writing to the Board. None of the Directors are entitled
to compensation payable upon early termination of their
contract other than in respect of any unexpired notice period.
The Company’s policy is that the fees payable to the
Directors should reflect the time spent by the Board on the
Company’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 Remuneration Policy is to review
the Directors’ fees from time to time, benchmarking the
fees against other VCT boards, although such review will not
necessarily result in any changes. Due to the nature of the
Company, there are no employees other than the Directors
and therefore no such issues to consider when determining
the Directors’ remuneration.
The Company’s policy is for the Directors to be remunerated
in the form of fees, payable monthly in arrears. The fees are
not specifically related to the Directors’ performance, either
individually or collectively. There are no long-term incentive
schemes, share option schemes or pension schemes in
place. The Board is also entitled to be repaid all reasonable
travelling, subsistence and other expenses incurred by them
respectively whilst conducting their duties as Directors. No
other remuneration or compensation was paid or payable by
the Company during the year to any of the current Directors.
There will be no payment for loss of office unless approved by
a separate shareholder resolution.
An Ordinary Resolution to approve the Remuneration Policy
of the Company was put to, and approved by, shareholders
at the 2023 AGM and will remain in force for a three-year
period. An Ordinary Resolution to approve the Remuneration
Policy will therefore be put to the 2026 AGM. The Board
will review the remuneration of the Directors if thought
appropriate and monitors competitors in the VCT industry on
an annual basis.
Annual remuneration report
This section of the report is subject to approval by a simple
majority of shareholders at the AGM on 23 July 2026, as in
previous years.
Statement of voting at the Annual General
Meeting on remuneration matters
The 2025 Remuneration Report was presented to the AGM
held on 23 July 2025 and received shareholder approval
following voting by way of a poll. Of the 4,284,021 votes
received, those for the resolution totalled 90.13%, 5.11% were
at the discretion of the Chair and 4.76% of the votes cast
were against, with 80,740 votes withheld. The proxy forms
returned to the Registrar contained no explanation for the
votes against the resolution.
The Remuneration Policy was approved at the AGM held
on 20 July 2023. An Ordinary Resolution will be put to
shareholders at the 2026 AGM to approve the Remuneration
Policy.
Shareholders’ views are always considered by the Board, and
the methods of contacting the Board are set out on page 45.
Octopus AIM VCT plc – Annual report and financial statements 2026 50
Directors’ remuneration report continued
Company performance
The Board is responsible for the Company’s investment strategy and performance, although
the management of the Company’s investment portfolio is delegated to Octopus through the
investment management agreement, as referred to in the Directors’ Report. The performance
graph on page 26 also shows the performance of the Company on a total return basis,
compared to the performance of the FTSE AIM All Share Index, the FTSE SmallCap (excluding
investment companies) Index and the FTSE All Share Index.
Directors’ fees (audited)
The amount of each Director’s fees for the year were:
Year ended
28 February 2026
£
Year ended
28 February 2025
£
Joanne Parfrey 28,670 24,500
Andrew Boteler 28,000 27,250
Louise Nash 25,000 16,333
David Docherty
1
15,835 –
Neal Ransome
2
12,241 30,000
Total 109,746 107,569
The Chair of the Company and Audit Committee Chair receive additional remuneration over
the basic Directors’ fee in recognition of the additional responsibilities and time commitment,
and additionally, to be fair and comparable to similar VCTs.
Directors’ fees are considered annually. Following a review in June 2026, the Board agreed that
fees would remain unchanged. The following fee rates are applicable from 1 March 2026: (fees
for year under review in brackets) Chair of the Board £31,000 (£31,000), Chair of the Audit
Committee £28,000 (£28,000), and all other Directors £25,000 (£25,000).
The Directors do not receive any other form of emoluments in addition to the Directors’ fees,
their total remuneration is not linked to the performance of the Company and no bonuses
were or will be paid to the Directors.
Directors’ fees annual percentage change
2026
% Increase/
(Decrease)
2025
% Increase/
(Decrease)
2024
% Increase/
(Decrease)
2023
% Increase/
(Decrease)
2022
% Increase/
(Decrease)
Joanne Parfrey 17.0 2.7 6.0 4.7 7.5
Andrew Boteler 2.8 2.8 6.0 8.7 15.0
Louise Nash
1
53.1 n/a n/a n/a n/a
David Docherty n/a n/a n/a n/a n/a
Neal Ransome
2
n/a 2.9 6.0 7.8 13.3
Relative importance of spend on pay
The actual expenditure in the current year is as follows:
Year ended
28 February2026
£’000
Year ended
28 February 2025
£’000
Total dividends paid 11,572 20,521
Total buybacks 5,629 3,687
Total Directors’ fees 110 108
The Directors do not consider there to be any other significant distributions during the year
relevant to understanding the relative importance of spend on pay.
1
Appointed as a Director on 23 July 2025.
2
Retired from the Board on 23 July 2025 and received fees for 5 months in 2025.
51 Octopus AIM VCT plc – Annual report and financial statements 2026
Directors’ remuneration report continued
Directors’ interest in shares (audited)
There are no guidelines or requirements for Directors to own shares in the Company. The
interests of the Directors, and their connected persons, in shares of the Company during
the year (in respect of which transactions are notifiable under Disclosure Guidance and
Transparency Rule 3.1.2) in the issued Ordinary shares of 1p are shown in the table below:
Ordinary shares
of 1p each
28 February 2026
Ordinary shares
of 1p each
28 February 2025
Joanne Parfrey 33,911 33,911
Andrew Boteler 46,921 46,921
Louise Nash 18,695 18,695
David Docherty
1
– n/a
Neal Ransome
2
n/a 63,445
All of the shares held by the Directors, or their connected persons, were held beneficially, either
in their own name or through a nominee company.
Since 28 February 2026, Andrew Boteler and David Docherty have both acquired shares in the
Company via the Company’s fundraise announced on 12 January 2026. Andrew Boteler and
David Docherty were allotted 21,804 shares each on 9 March 2026.
Shareholders’ proxy voting information
As required by Schedule 8:23 of the Regulations, the votes received for the Directors’
Remuneration Policy (approved at the AGM in 2023) and the Directors’ Remuneration Report
(approved at the AGM in 2025) were as follows:
For (inc discretionary) Against
No. of Shares % No. of Shares %
Approval of Directors’ Remuneration Policy
(approved at the AGM held in 2023)
3,332,443 94.96 176,792 5.04
Approval of Directors’ Remuneration Report
(approved at the AGM held in 2025)
4,080,281 95.24 203,710 4.76
By Order of the Board
Joanne Parfrey
Chair
16 June 2026
David Docherty was appointed as a Director on 23 July 2025.
Neal Ransome retired as a Director on 23 July 2025.
Octopus AIM VCT plc – Annual report and financial statements 2026 52Octopus AIM VCT plc – Annual report and financial statements 2026 52
Financials
Directors’ responsibilities statement 53
Independent auditor’s report 54
Financial statements
Income statement 60
Balance sheet 61
Statement of changes in equity 62
Cash flow statement 64
Notes to the financial statements 66
Investment portfolio (unaudited) 80
Information and contact details 86
Glossary of terms 90
Directors and advisers 91
Notice of Annual General Meeting 92
53 Octopus AIM VCT plc – Annual report and financial statements 2026
The Directors are responsible for preparing the Strategic
Report, the Directors’ Report, the Directors’ Remuneration
Report and the financial statements in accordance with
applicable laws and regulations. They are also responsible
for ensuring that the annual report and accounts include
information required by the Listing Rules of the Financial
Conduct Authority.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the
Directors have elected to prepare the financial statements
in accordance with United Kingdom Generally Accepted
Accounting Practice (GAAP), including Financial Reporting
Standard 102 – ‘The Financial Reporting Standard Applicable
in the United Kingdom and Republic of Ireland’ (FRS 102),
(United Kingdom accounting standards and applicable law).
Under company law the Directors must not approve the
financial statements unless they are satisfied that they give
a true and fair view of the state of affairs and profit or loss
of the Company for that period. In preparing these financial
statements, the Directors are required to:
•
select suitable accounting policies and then apply them
consistently;
•
make judgements and accounting estimates that are
reasonable and prudent;
•
state whether applicable UK accounting standards
have been followed, subject to any material departures
disclosed and explained in the financial statements;
•
prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Company will continue in business; and
•
prepare a Strategic Report, a Directors’ Report and
Directors’ Remuneration Report which comply with the
requirements of the Companies Act 2006.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s transactions, to disclose with reasonable
accuracy at any time the financial position of the Company
and to enable them to ensure that the financial statements
comply with the Companies Act 2006. They are also
responsible for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are responsible for ensuring that the annual
report and accounts, taken as a whole, are fair, balanced and
understandable and provides the information necessary for
shareholders to assess the Company’s performance, business
model and strategy.
In so far as each of the Directors is aware:
•
there is no relevant audit information of which the
Company’s auditor is unaware; and
•
the Directors have taken all steps that they ought to have
taken to make themselves aware of any relevant audit
information and to establish that the auditor is aware of
that information.
The Directors are responsible for preparing the annual report
and accounts in accordance with applicable laws and
regulations. Having taken advice from the Audit Committee,
the Directors are of the opinion that this report as a whole
provides the necessary information to assess the Company’s
performance, business model and strategy and is fair,
balanced and understandable.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information included
on the Company’s website. Legislation in the United
Kingdom governing the preparation and dissemination of
financial statements may differ from legislation in other
jurisdictions.
The Directors confirm that, to the best of their knowledge:
•
the financial statements, prepared in accordance with
United Kingdom Generally Accepted Accounting Practice,
including FRS 102, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the
Company; and
•
the annual report and accounts
(
including the Strategic
Report
)
, give a fair review of the development and
performance of the business and the position of the
Company, together with a description of the principal risks
and uncertainties that it faces.
On behalf of the Board
Joanne Parfrey
Chair
16 June 2026
Directors’ responsibilities statement
Octopus AIM VCT plc – Annual report and financial statements 2026 54
Opinion on the financial statements
In our opinion the financial statements:
•
give a true and fair view of the state of the Company’s
affairs as at 28 February 2026 and of its profit and cash
flows for the year then ended;
•
have been properly prepared in accordance with having
been prepared in accordance with United Kingdom
Generally Accepted Practice;
•
have been prepared in accordance with the requirements
of the Companies Act 2006.
We have audited the financial statements of Octopus AIM
VCT Plc (the ‘Company’) for the year ended 28 February
2026 which comprise the Income statement, the Balance
sheet, the Statement of changes in equity, the Statement
of cash flows and Notes to the financial statements,
including a summary of significant accounting policies.
The financial reporting framework that has been applied
in their preparation is applicable law and United Kingdom
Accounting Standards, including Financial Reporting
Standard 102 The Financial Reporting Standard applicable in
the UK and Republic of Ireland (United Kingdom Generally
Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further
described in the Auditor’s responsibilities for the audit of
the financial statements section of our report. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion. Our audit
opinion is consistent with the additional report to the audit
committee.
Independence
Following the recommendation of the audit committee,
we were appointed by the Board of Directors to audit
the financial statements for the year ended 28 February
2009 and subsequent financial periods. The period of
total uninterrupted engagement including retenders and
reappointments is 18 years, covering the years ended 28
February 2009 to 28 February 2026. We remain independent
of the Company in accordance with the ethical requirements
that are relevant to our audit of the financial statements
in the UK, including the FRC’s Ethical Standard as applied
to listed public interest entities, and we have fulfilled our
other ethical responsibilities in accordance with these
requirements. The non-audit services prohibited by that
standard were not provided to the Company.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that
the Directors’ use of the going concern basis of accounting
in the preparation of the financial statements is appropriate.
Our evaluation of the Directors’ assessment of the
Company’s ability to continue to adopt the going concern
basis of accounting included:
•
Obtaining the VCT compliance reports during the year and
as at year end and reviewing the calculations therein to
check that the Company was meeting its requirements to
retain VCT status;
•
Consideration of the Company’s expected future
compliance with VCT legislation, the absence of bank
debt, contingencies and commitments and any market or
reputational risks;
•
Reviewing the forecasted cash flows that support the
Directors’ assessment of going concern, challenging
assumptions and judgements made in the forecasts,
and assessing them for reasonableness. In particular, we
considered the available cash resources relative to the
forecast expenditure which was assessed against the prior
year for reasonableness; and
•
Evaluating the Directors’ method of assessing the going
concern in light of market conditions.
Based on the work we have performed, we have not
identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast
significant doubt on the Company’s ability to continue as a
going concern for a period of at least twelve months from
when the financial statements are authorised for issue.
In relation to the Company’s reporting on how it has
applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation to
the Directors’ statement in the financial statements about
whether the Directors considered it appropriate to adopt the
going concern basis of accounting.
Independent auditor’s report to the members of
Octopus AIM VCT plc
55 Octopus AIM VCT plc – Annual report and financial statements 2026
Our responsibilities and the responsibilities of the Directors with respect to going concern are
described in the relevant sections of this report.
Overview
2026 2025
Key audit matters Valuation and existence of investments
3 3
Materiality £1,074,000 (2025: £1,153,000) based on 1% (2025: 1%) of Net assets
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the Company and its environment,
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.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial statements of the current period and include the
most significant assessed risks of material misstatement (whether or not due to fraud) that
we identified, including those which had the greatest effect on: the overall audit strategy, the
allocation of resources in the audit, and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial statements as a whole, and
in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter How the scope of our audit addressed the key audit matter
Valuation and Existence of
investments (Notes 1 and 10 of
the financial statements)
The investment portfolio
comprises of quoted £55.7m
quoted investments and £6.7m
unquoted investments.
We assessed the design and implementation of controls in relation
to the valuation of investments.
In respect of 100% of quoted equity, we responded to this matter
by testing the valuation and existence of the whole portfolio of
quoted investments.
The Investment Manager’s fee is
based on of the value of the net
assets of the fund, as shown in
note 3.
As the Investment Manager is
also responsible for preparing
the valuation of investments for
the financial statements, there is
a potential risk of misstatement
in the investment valuations.
There is a risk that the
investment balance includes
investments which are no longer
owned by the Company or the
holdings % may have changed
or that the bid price used to
value the investment is incorrect.
There is a high level of
estimation uncertainty involved
in determining the unquoted
investment valuations.
There is an inherent risk of
management override arising
from the unquoted investment
valuations being prepared by
the Investment Manager, who
is remunerated based on a
percentage of the value of the
net assets of the fund, as shown
in note 3.
We performed the following procedures:
•
Confirmed the year-end bid price was used by agreeing to
externally quoted prices;
•
Assessed if there were contra indicators, such as liquidity
considerations, to suggest bid price is not the most appropriate
indication of fair value;
•
Recalculating the valuation by multiplying the number of
shares held per the statement obtained from the custodian by
the valuation per share; and
•
Obtained direct confirmation from the custodian and agreed all
investments held at the balance sheet date to CREST records.
In respect of 94% of unquoted equity investments we have:
•
Performed a recalculation of the value as at year end by
taking into account the price per share as per the last funding
round and the total numbers of shares post the funding round.
Performed a calibration of this price of recent investment to a
revenue market multiple;
•
Challenged and corroborated the inputs to the valuation with
reference to management information of investee companies,
market data and our own understanding and assessed the
impact of the estimation uncertainty concerning these
assumptions and the disclosure of these uncertainties in the
financial statements;
•
Obtained share capital tables directly from the investee
company to confirm ownership at year end and recalculated
the value attributable to the Company; and
•
Reviewed the historical financial statements and any recent
management information available to support assumptions
about maintainable revenues, earnings or cash flows used in
the valuations.
For these reasons we considered
the valuation and existence
of unquoted and quoted
investments to be a key audit
matter.
Key observations:
Based on the procedures performed we did not identify any
matters to suggest the valuation or existence of the investments
was not appropriate and we are satisfied that the estimates and
judgements made in the unquoted investment valuations are
appropriate considering the level of estimation uncertainty.
Independent auditor’s report to the members of Octopus AIM VCT plc continued
Octopus AIM VCT plc – Annual report and financial statements 2026 56
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in
evaluating the effect of misstatements. We consider materiality to be the magnitude by which
misstatements, including omissions, could influence the economic decisions of reasonable
users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed
materiality, we use a lower materiality level, performance materiality, to determine the extent
of testing needed. Importantly, misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the nature of identified misstatements,
and the particular circumstances of their occurrence, when evaluating their effect on the
financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements
as a whole and performance materiality as follows:
Company Financial statements
2026 2025
Materiality £1,074,000 £1,153,000
Basis for determining materiality 1% of net assets.
Rationale for the benchmark
applied
Net asset value is the primary measure used by the users in
assessing the performance of the Company as an investment
entity. In setting materiality, we have had regard to the nature
and disposition of the investment portfolio. Given that the
VCT’s portfolio is comprised primarily of quoted investments,
we have applied a percentage of 1% of net assets value.
Performance materiality £805,000 £864,000
Basis for determining
performance materiality
75% of materiality
Rationale for the percentage
applied for performance
materiality
The level of performance materiality applied was set after
having considered a number of factors including the expected
total value of known and likely misstatements and the level of
transactions in the year.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit
differences in excess of £53,000 (2025: £57,000). We also agreed to report differences below
this threshold that, in our view, warranted reporting on qualitative grounds.
Other information
The directors are responsible for the other information. The other information comprises the
information included in the annual report and accounts other than the financial statements
and our auditor’s report thereon. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our report, we do
not express any form of assurance conclusion thereon. Our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated. If we identify such material inconsistencies or
apparent material misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we
are required to report that fact.
We have nothing to report in this regard.
Independent auditor’s report to the members of Octopus AIM VCT plc continued
57 Octopus AIM VCT plc – Annual report and financial statements 2026
Corporate governance statement
The UK 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 as set out on page 29; and
•
The Directors’ explanation as to their assessment of the Company’s
prospects, the period this assessment covers and why the period is
appropriate as set out on page 23.
Other Code provisions
•
Directors’ statement on fair, balanced and understandable as set out
on page 42;
•
Board’s confirmation that it has carried out a robust assessment of
the emerging and principal risks as set out on page 24;
•
The section of the annual report that describes the review of
effectiveness of risk management and internal control systems as set
out on page 35; and
•
The section describing the work of the Audit Committee as set out on
page 37.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the
audit, we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions
and matters as described below.
Strategic report and
Directors’ report
In our opinion, based on the work undertaken in the course of the audit:
•
the information given in the Strategic report and the Directors’ report
for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
•
the Strategic report and the Directors’ report have been prepared in
accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its
environment obtained in the course of the audit, we have not identified
material misstatements in the strategic report or the Directors’ report.
Directors’ remuneration In our opinion, the part of the Directors’ remuneration report to be
audited has been properly prepared in accordance with the Companies
Act 2006.
Matters on which we are
required to report by
exception
We have nothing to report in respect of the following matters in relation
to which the Companies Act 2006 requires us to report to you if, in our
opinion:
•
adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not
visited by us; or
•
the financial statements and the part of the Directors’ remuneration
report to be audited are not in agreement with the accounting
records and returns; or
•
certain disclosures of Directors’ remuneration specified by law are not
made; or
•
we have not received all the information and explanations we require
for our audit.
Independent auditor’s report to the members of Octopus AIM VCT plc continued
Octopus AIM VCT plc – Annual report and financial statements 2026 58
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities
statement, the Directors are responsible for the preparation
of the financial statements and for being satisfied that they
give a true and fair view, and for such internal control as the
Directors determine is necessary to enable the preparation
of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are
responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis
of accounting unless the Directors either intend to liquidate
the Company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error,
and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not
a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial
statements.
Extent to which the audit was capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect
material misstatements in respect of irregularities, including
fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
•
our understanding of the Company and the industry in
which it operates;
•
discussion with management and those charged with
governance; and
•
obtaining an understanding of the Company’s policies
and procedures regarding compliance with laws and
regulations.
We considered the significant laws and regulations to be
Companies Act 2006, the UK Listing Rules and Disclosure
Guidance and Transparency Rules, the principles of the UK
Corporate Governance Code, industry practice represented
by the SORP and the applicable financial reporting
framework. We also considered the Company’s qualification
as a VCT under UK tax legislation.
Our procedures in respect of the above included:
•
obtaining an understanding of the control environment in
monitoring compliance with laws and regulations;
•
reviewing minutes of meeting of those charged with
governance for instances of non-compliance with laws
and regulations;
•
enquiries of management and those charged with
governance relating to the existence of any non-
compliance with laws and regulations;
•
agreement of the financial statement disclosures to
underlying supporting documentation; and
•
obtaining the VCT compliance reports during the year and
as at year end and reviewing their calculations to check
that the Company was meeting its requirements to retain
VCT status.
Fraud
We assessed the susceptibility of the financial statement to
material misstatement including fraud.
Our risk assessment procedures included:
•
Enquiry with management and those charged with
governance regarding any known or suspected instances
of fraud;
•
Obtaining an understanding of the Company’s policies
and procedures relating to:
•
Detecting and responding to the risks of fraud; and
•
Internal controls established to mitigate risks related to
fraud.
•
Review of minutes of meeting of those charged with
governance for any known or suspected instances of
fraud; and
•
Discussion amongst the engagement team as to how and
where fraud might occur in the financial statements.
Independent auditor’s report to the members of Octopus AIM VCT plc continued
59 Octopus AIM VCT plc – Annual report and financial statements 2026
Based on our risk assessment, we considered the areas most
susceptible to be management override of controls and the
valuation of unquoted investments.
Our procedures in respect of the above included but were not
limited to:
•
The procedures set out in the Key Audit Matters section
above relating to valuation of the unquoted investments; ;
•
Review of estimates and judgements applied by
management in the financial statements to assess their
appropriateness and the existence of any systematic bias;
•
Review and consideration of the appropriateness of
adjustments made in the preparation of the financial
statements; and
•
Review of unadjusted audit differences, if any, for
indication of bias or deliberate misstatement.
We also communicated relevant identified laws and
regulations and potential fraud risks to all engagement
team members who were all deemed to have appropriate
competence and capabilities and remained alert to any
indications of fraud or non-compliance with laws and
regulations throughout the audit.
Our audit procedures were designed to respond to risks
of material misstatement in the financial statements,
recognising that the risk of not detecting a material
misstatement due to fraud is higher than the risk of
not detecting one resulting from error, as fraud may
involve deliberate concealment by, for example, forgery,
misrepresentations or through collusion. There are inherent
limitations in the audit procedures performed and the
further removed non-compliance with laws and regulations
is from the events and transactions reflected in the financial
statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the
Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Company’s members,
as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken
so that we might state to the Company’s members those
matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility
to anyone other than the Company and the Company’s
members as a body, for our audit work, for this report, or for
the opinions we have formed.
Elizabeth Hooper (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
16 June 2026
BDO LLP is a limited liability partnership registered in England
and Wales (with registered number OC305127).
Independent auditor’s report to the members of Octopus AIM VCT plc continued
Octopus AIM VCT plc – Annual report and financial statements 2026 60
Income statement
Year to 28 February 2026 Year to 28 February 2025
Notes
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Gain on disposal of fixed asset investments 10 – 713 713 – 1,059 1,059
Loss on disposal of current asset investments – 150 150 – – –
Gain/(loss) on valuation of fixed asset investments 10 – 1,581 1,581 – (6,264) (6,264)
Gain/(loss) on valuation of current asset investments – 828 828 – (352) (352)
Investment income 2 2,072 – 2,072 2,209 – 2,209
Investment management fees 3 (483) (1,449) (1,932) (518) (1,561) (2,079)
Other expenses 4 (622) – (622) (652) – (652)
Profit/(loss) before tax 967 1,823 2,790 1,039 ( 7,118) (6,079)
Tax 6 – – – – – –
Profit/(loss) after tax 967 1,823 2,790 1,039 ( 7,118) (6,079)
Earnings per share – basic and diluted 8 0.4p 0.8p 1.2p 0.5p (3.4p) (2.9p)
•
The ‘Total’ column of this statement represents the statutory income statement of the Company prepared in accordance with the accounting policies detailed in the Notes to the financial
statements; the supplementary revenue return and capital return columns have been prepared in accordance with the AIC Statement of Recommended Practice.
•
All revenue and capital items in the above statement derive from continuing operations.
•
The Company has only one class of business and derives its income from investments made in shares and securities and money market funds, as well as OEIC funds.
The Company has no recognised gains or losses other than the results for the period as set out above. Accordingly, a statement of comprehensive income is not required.
The accompanying notes on pages 66 to 79 form an integral part of the financial statements.
61 Octopus AIM VCT plc – Annual report and financial statements 2026
Balance sheet
As at 28 February 2026 As at 28 February 2025
Notes £’000 £’000 £’000 £’000
Fixed asset investments 10 62,357 81,535
Current assets:
Investments 11 13,086 14,283
Money market funds 11 29,468 18,204
Debtors 12 364 252
Applications cash
1
11 7,047 4,350
Cash at bank 11 3,993 2,296
53,958 39,385
Creditors: amounts falling due within one year 13 (8,831) (5,537)
Net current assets 45,127 33,848
Total assets less current liabilities 107,484 115,383
Called up equity share capital 14 2,295 2,282
Share premium 1,038 16,226
Capital redemption reserve 529 408
Special distributable reserve 122,435 118,070
Capital reserve realised (21,280) (33,351)
Capital reserve unrealised 1,833 12,081
Revenue reserve 634 (333)
Total equity shareholders’ funds 107,484 115,383
NAV per share – basic and diluted 9 46.8p 50.6p
The statements were approved by the Directors and authorised for issue on 16 June 2026 and are signed on their behalf by:
Joanne Parfrey
Chair
16 June 2026
The accompanying notes on pages 66 to 79 form an integral part of the financial statements.
1
Cash held but not yet allotted.
Octopus AIM VCT plc – Annual report and financial statements 2026 62
Statement of changes in equity
Share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£’000
Special
distributable
reserves
1
£’000
Capital
reserve
realised
1
£’000
Capital
reserve
unrealised
£’000
Revenue
reserve
1
£’000
Total
£’000
As at 1 March 2025 2,282 16,226 408 118,070 (33,351) 12,081 (333) 115,383
Comprehensive income for the year:
Management fee allocated as capital expenditure – – – – (1,449) – – (1,449)
Current period gain on disposal – – – – 863 – – 863
Current period gain on revaluation of investments – – – – – 2,409 – 2,409
Profit after tax – – – – – – 967 967
Total comprehensive (loss)/profit for the year – – – – (586) 2,409 967 2,790
Contributions by and distributions to owners:
Repurchase and cancellation of own shares (121) – 121 (5,629) – – – (5,629)
Issue of shares 134 6,657 – – – – – 6,791
Share issue costs – (279) – – – – – (279)
Dividends paid – – – (11,572) – – – (11,572)
Total contributions by and distributions to owners 13 6,378 121 (17,201) – – – (10,689)
Other movements:
Cancellation of share premium – (21,566) – 21,566 – – – –
Prior years’ holding gains now realised – – – – 12,657 (12,657) – –
Total other movements – (21,566) – 21,566 12,657 (12,657) – –
Balance as at 28 February 2026 2,295 1,038 529 122,435 (21,280) 1,833 634 107,484
1
Included within these reserves is an amount of £101,789,000 (2025: £84,386,000) which is considered distributable to shareholders under Companies Act rules. The Income Taxes Act 2007 restricts distribution of capital from
reserves created by the conversion of the share premium account into a special distributable reserve until the third anniversary of the share allotment that led to the creation of that part of the share premium account. As at
28 February 2026, £59,878,000 of the special reserve is distributable under this restriction.
63 Octopus AIM VCT plc – Annual report and financial statements 2026
Statement of changes in equity continued
Share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£’000
Special
distributable
reserves
£’000
Capital
reserve
realised
£’000
Capital
reserve
unrealised
£’000
Revenue
reserve
£’000
Total
£’000
As at 1 March 2024 2,038 18,041 341 124,213 (24,622) 10,470 (1,372) 129,109
Comprehensive income for the year:
Management fee allocated as capital expenditure – – – – (1,561) – – (1,561)
Current period gain on disposal – – – – 1,059 – – 1,059
Current period loss on revaluation of investments – – – – – (6,616) – (6,616)
Profit after tax – – – – – – 1,039 1,039
Total comprehensive (loss)/profit for the year – – – – (502) (6,616) 1,039 (6,079)
Contributions by and distributions to owners:
Repurchase and cancellation of own shares (67) – 67 (3,687) – – – (3,687)
Issue of shares 311 17,114 – – – – – 17,425
Share issue costs – (864) – – – – – (864)
Dividends paid – – – (20,521) – – – (20,521)
Total contributions by and distributions to owners 244 16,250 67 (24,208) – – – (7,647 )
Other movements:
Cancellation of share premium – (18,065) – 18,065 – – – –
Prior years’ holding gains now realised – – – – (8,228) 8,228 – –
Total other movements – (18,065) – 18,065 (8,228) 8,228 – –
Balance as at 28 February 2025 2,282 16,226 408 118,070 (33,351) 12,081 (333) 115,383
The accompanying notes on pages 66 to 79 form an integral part of the financial statements.
Octopus AIM VCT plc – Annual report and financial statements 2026 64
Cash low statement
Notes
Year to 28 February 2026
£’000
Year to 28 February 2025
£’000
Cash flows from operating activities
Profit/(loss) before tax 2,790 (6,079)
Adjustments for:
(Increase)/decrease in debtors (112) 414
Increase in creditors 597 466
Gain on disposal of fixed asset investments 10 (713) (1,059)
Gain on disposal of current asset investments (150) –
(Gain)/loss on valuation of fixed asset investments 10 (1,581) 6,264
(Gain)/loss on valuation of current asset investments (828) 352
Net cash generated from operating activities 3 358
Cash flows from investing activities
Purchase of fixed asset investments 10 (7,711) (11,280)
Proceeds from sale of fixed asset investments 10 29,183 4,890
Purchase of current asset investments (450) (1,008)
Proceeds from sale of current asset investments 2,625 270
Total cash flows utilised in investing activities 23,647 ( 7,128)
65 Octopus AIM VCT plc – Annual report and financial statements 2026
Cash low statement continued
Notes
Year to 28 February 2026
£’000
Year to 28 February 2025
£’000
Cash flows from financing activities
Movement in applications account 13 2,697 4,346
Purchase of own shares 14 (5,629) (3,687)
Proceeds from share issues (net of DRIS) 14 4,664 13,678
Share issue costs 14 (279) (864)
Dividends paid (net of DRIS) 7 (9,445) (16,774)
Net cash flows utilised in financing activities (7,992) (3,301)
Increase/(decrease) in cash and cash equivalents 15,658 (10,071)
Opening cash and cash equivalents 24,850 34,921
Closing cash and cash equivalents 40,508 24,850
Closing cash and cash equivalents is represented by:
Cash at bank 11 3,993 2,296
Applications cash 11 7,047 4,350
Money market funds 11 29,468 18,204
Total cash and cash equivalents 40,508 24,850
The accompanying notes on pages 66 to 79 form an integral part of the financial statements.
Octopus AIM VCT plc – Annual report and financial statements 2026 66
1. Significant accounting policies
The Company is a Public Limited Company (plc) incorporated in England and Wales and its
registered office is 6th Floor, 33 Holborn, London, EC1N 2HT.
The Company’s principal activity is to invest in a diverse portfolio of predominantly AIM-
traded companies with the objective of providing shareholders with attractive tax-free
dividends and long-term capital growth.
Basis of preparation
The financial statements have been prepared under the historical cost convention, except
for the measurement at fair value of certain financial instruments, and in accordance
with UK Generally Accepted Accounting Practice (GAAP), including Financial Reporting
Standard 102 – ‘The Financial Reporting Standard applicable in the United Kingdom and
Republic of Ireland’ (FRS 102), and with the Companies Act 2006 and the Statement of
Recommended Practice (SORP) ‘Financial Statements of Investment Trust Companies and
Venture Capital Trusts (issued 2014 and updated in July 2022)’.
The significant accounting policies have remained unchanged since those set out in the
Company’s 2025 annual report and accounts. A summary of the principal accounting
policies is set out below.
FRS 102 sections 11 and 12 have been adopted with regard to the Company’s financial
instruments. The Company held all fixed asset investments at fair value through profit
or loss (FVTPL); therefore all gains and losses arising from such investments held are
attributable to financial assets held at FVTPL. Accordingly, all interest income, fee income,
expenses and gains and losses on investments are attributable to assets held at FVTPL.
Going concern
After reviewing the Company’s forecasts and expectations, the Directors have a
reasonable expectation that the Company has adequate resources to continue in
operational existence for the foreseeable future. The annual expenses of the Company
are around £2.6 million and the Company had £46.5 million in cash at bank and readily
realisable securities, including MMFs and OEICs at the year end. The annual expenses do
not include outflows related to share buybacks or dividends but the ability to retain cash
is largely in the Company’s control as it can shift investment strategy to ensure it has
a sufficient cash buffer. The Company therefore continues to adopt the going concern
basis in preparing its financial statements. In reaching this conclusion the Directors have
had regard to the potential impact of economic instability and geopolitical risks on the
Company. See the Directors’ Report on pages 38 to 41 for further details.
Revenue and capital
The Company presents its Income Statement in a three column format to give
shareholders additional detail of the performance of the Company, split between items of
a revenue or capital nature as required by the SORP.
The revenue column of the Income Statement includes all income and revenue expenses
of the Company. The capital column includes gains and losses on disposal of investments,
and gains and losses on the revaluation of investments.
Upon disposal of investments, gains or losses relating to the assets are transferred from the
unrealised capital reserve to the realised capital reserve.
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 the Company’s investment portfolio.
Key judgements and estimates
The preparation of the financial statements requires the Board to make judgements
and estimates that affect the application of policies and reported amounts of assets
and liabilities. Estimates and assumptions mainly relate to the fair valuation of the
fixed asset investments, particularly unquoted investments. Estimates are based on
historical experience and other assumptions that are considered reasonable under the
circumstances. The estimates and the assumptions are under continuous review with
particular attention paid to the carrying value of the investments.
Investment valuation policies are important to the depiction of the Company’s financial
position and require the application of subjective and complex judgements, notably with
regard to unquoted holdings, often as a result of the need to make estimates about the
effects of matters that are inherently uncertain and may change in subsequent periods.
Notes to the inancial statements
67 Octopus AIM VCT plc – Annual report and financial statements 2026
The main accounting and valuation policies used by the Company are disclosed below.
Investments are regularly reviewed to ensure that the fair values are appropriately stated.
Unquoted investments are valued in accordance with current IPEV guidelines, although this
does rely on subjective estimates such as appropriate sector earnings multiples, forecast
results of portfolio companies, asset values of the subsidiary companies of portfolio
companies and liquidity or marketability of the investments held.
Although the Company believes that the assumptions concerning the business
environment and estimate 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 (see note 10).
Financial instruments
The Company’s principal financial assets are its investments and the policies in relation to
those assets are set out above and in note 10. Financial liabilities and equity instruments
are classified according to the substance of the contractual arrangements entered into.
An equity instrument is any contract that evidences a residual interest in the assets of the
entity after deducting all of its financial liabilities. Where the contractual terms of share
capital do not have any terms meeting the definition of a financial liability then this is
classed as an equity instrument. Dividends and distributions relating to equity instruments
are debited direct to equity.
The Company’s trade receivables are initially recognised at fair value which is normally
transaction cost and subsequently measured at amortised cost.
Cash and liquid resources
For the purpose of the Cash Flow Statement, cash and cash equivalents comprises, cash at
bank and money market funds. Cash equivalents are current asset investments which are
disposable without curtailing or disrupting the business and are either readily convertible
into known amounts of cash at or close to their carrying values or traded in an active
market. Investments in OEICs and MMFs are subject to insignificant changes in fair value.
The Company holds £7,047,000 (2025: £4,350,000) of cash on behalf of the Company and
Octopus AIM VCT 2 plc, in accordance with their joint prospectus. Of this, £4,228,000 (2025:
£2,610,000) is attributable to the Company. This cash is held in an applications bank account
until shares are issued. A corresponding creditor is recognised in note 13 on page 74.
Financing strategy and capital structure
We define capital as shareholders’ funds and our financial strategy in the medium term is
to manage a level of cash that balances the risks of the business with optimising the return
on equity. The Company currently has no borrowings nor does it anticipate that it will have
any borrowing facilities in the future to fund the acquisition of investments.
The Company does not have any externally imposed capital requirements.
The Board considers the distributable reserves and the total return for the year when
recommending a dividend. In addition, the Board is authorised to make market purchases
up to a maximum of 14.99% of the issued Ordinary share capital in accordance with Special
Resolution 12 in order to maintain sufficient liquidity in the Company’s shares.
Reserves
Called up equity share capital – represents the nominal value of shares that have been
issued.
Share premium account – includes any premiums received on issue of share capital. Any
transaction costs associated with the issuing of shares are deducted from share premium.
Capital redemption reserve – includes nominal share capital which has been bought
back by the Company for cancellation and cannot be distributed to shareholders.
Special distributable reserves – includes cancelled share premium available for
distribution.
Capital reserve realised – when an investment is sold or an when a loss is considered
permanent, any balance held in capital reserve unrealised is transferred to capital reserve
realised on disposal, as a movement in reserves. The portion of the management fee
allocated to capital expenditure is also included in this reserve. This reserve is available for
distribution.
Capital reserve unrealised – when the Company revalues the investments still held during
the period, any gains or losses arising are credited/charged to capital reserve unrealised.
Notes to the inancial statements continued
Octopus AIM VCT plc – Annual report and financial statements 2026 68
Revenue reserve – includes all net revenue profits and losses of the Company. When in
surplus this reserve is available for distribution.
Functional and presentational currency
The financial statements are presented in sterling (£). The functional currency is also
sterling (£).
2. Income
Accounting policy
Investment income includes interest earned on money market securities and shown net
of income tax withheld at source. Dividend income is shown net of any related tax credit.
Dividends are allocated to revenue or capital depending on whether the dividend is of a
revenue or capital nature.
Dividends receivable are recognised when the Company’s right to receive payment is
established and it is probable that payment will be received. Fixed returns on debt and
money market securities are recognised on a time apportionment basis so as to reflect the
effective yield, provided there is no reasonable doubt that payment will be received in
due course.
Disclosure
28 February 2026
£’000
28 February 2025
£’000
Dividends receivable from fixed asset investments 682 906
Loan note interest receivable 115 111
Income receivable on money market securities 1,275 1,192
Total 2,072 2,209
3. Investment management fees
28 February 2026 28 February 2025
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Investment management
fees
483 1,449 1,932 518 1,561 2,079
Octopus provides investment management and accounting and administration services
to the Company under a management agreement which may be terminated at any time
thereafter by not less than 12 months’ notice given by either party. No compensation is
payable in the event of terminating the agreement 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 management fee is an annual charge and is set at 2% of the
Company’s net assets. The Investment Manager is not entitled to any annual performance
incentive scheme.
During the year Octopus charged gross management fees of £2,277,000 (2025:
£2,614,000). When the various allowances detailed below are included, the net
management fee for the year is £1,932,000 (2025: £2,079,000). At the year end £487,000
was payable to Octopus (2025: £503,000). Octopus received £106,000 as a result of
upfront fees charged on allotments of Ordinary shares (2025: £165,000).
The Company pays ongoing adviser charges to independent financial advisers (IFAs).
Ongoing adviser charges are an ongoing fee of up to 0.5% per annum of the amount
invested for a maximum of nine years paid to Advisers who are on an advised and ongoing
fee structure. The Company is rebated for this cost by way of a reduction in the annual
management fee. For the year to 28 February 2026 the rebate received was £114,000
(2025: £131,000).
Notes to the inancial statements continued
69 Octopus AIM VCT plc – Annual report and financial statements 2026
The Company also facilitates upfront fees to IFAs where an investor has invested through a
financial adviser and has received upfront advice. Where an investor agrees to an upfront
fee only, the Company can facilitate a payment of an initial adviser charge of up to 4.5%
of the investment amount. If the investor chooses to pay their intermediary/adviser less
than the maximum initial adviser charge, the remaining amount will be used for the
issue and allotment of additional new shares for the investor. In these circumstances the
Company does not facilitate ongoing annual payments. To ensure that the Company
is not financially disadvantaged by such payment, a notional ongoing adviser charge
equivalent to 0.5% per annum of the amount invested will be deemed to have been paid by
the Company for a period of nine years. The Company is rebated for this cost, also by way
of a reduction in the annual management fee. For the year to 28 February 2026 the rebate
received was £151,000 (2025: £171,000).
The Company also receives a reduction in the management fee for the investments
in other Octopus managed funds, being the Multi Cap, Micro Cap Growth and Future
Generations products, to ensure the Company is not double charged on these products.
This amounted to £80,000 for the year to 28 February 2026 (2025: £86,000).
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 the Company’s investment portfolio.
4. Other expenses
Accounting policy
All expenses are accounted for on an accruals basis and are charged wholly to revenue,
apart from management fees which are charged 25% to revenue and 75% to capital.
The transaction costs incurred when purchasing or selling assets are written off to the
Income Statement in the period that they occur.
Disclosure
28 February 2026
£’000
28 February 2025
£’000
IFA charges 114 131
Directors’ remuneration 110 108
Audit fees 51 49
Registrar fees 72 56
Printing and postage 26 19
VCT monitoring fees 14 14
Directors’ and officers’ liability insurance 34 49
Brokers’ fees 6 6
Other administration expenses 195 220
Total 622 652
The fees payable to the Company’s auditor above are stated net of VAT and the VAT is
included within other administration expenses. No non-audit services were provided by the
Company’s auditor.
The ongoing charges of the Company were 2.2% of average net assets during the year to
28 February 2026 (2025: 2.3%).
5. Directors’ remuneration
Total Directors’ fees during the year were £109,746 (2025: £107,569). This excludes
Employer’s National Insurance contributions of £12,000 (2025: £9,000) which have been
included within other administration expenses. The highest paid Director received £29,000
(2025: £30,000). None of the Directors received any other remuneration or benefit from
the Company during the year. The Company has no employees other than Non-Executive
Directors. The average number of Non-Executive Directors in the year was four (2025: four).
Notes to the inancial statements continued
Octopus AIM VCT plc – Annual report and financial statements 2026 70
6. Tax
Accounting policy
Current tax is recognised for the amount of income tax payable in respect of the taxable
profit/(loss) for the current or past reporting periods using the current UK corporation tax
rate. The tax effect of different items of income/gain and expenditure/loss is allocated
between capital and revenue return on the ‘marginal’ basis as recommended in the SORP.
Deferred tax is recognised on an undiscounted basis in respect of all timing differences that
have originated but not reversed at the balance sheet date, except as otherwise indicated.
Deferred tax assets are only recognised to the extent that it is probable that they will be
recovered against the reversal of deferred tax liabilities or other future taxable profits.
Disclosure
The corporation tax charge for the year was £nil (2025: £nil).
28 February 2026
£’000
28 February 2025
£’000
Profit/(loss) before tax 2,790 (6,079)
Current tax at 25% (2025: 25%) 697 (1,519)
Effects of
Non-taxable income (489) (525)
Non-taxable capital (losses)/gains (818) 1,389
Non-deductible expenses 12 9
Excess management expenses on which deferred
tax not recognised
598 646
Total tax charge – –
Approved VCTs are exempt from tax on capital gains within the Company. Since the Board
intends that the Company will continue to conduct its affairs so as to maintain its approval
as a VCT, no deferred tax has been provided in respect of any capital gains or losses arising
on the revaluation or disposal of investments.
As at 28 February 2026, there is an unrecognised deferred tax asset of £7,858,000
(2025: £7,558,000) in respect of surplus management expenses of £31,433,000 (2025:
£30,232,000), based on a prospective tax rate of 25% (2025: 25%). This deferred tax asset
could in future be used against taxable profits.
Provided the Company continues to maintain its current investment profile, it is unlikely
that the surplus management expenses will be utilised and that the Company will obtain
any benefit from this asset.
7. Dividends
Accounting policy
Dividends payable are recognised as distributions in the financial statements when the
Company’s liability to make a payment has been established. This liability is established on
the record date, the date on which those shareholders on the share register are entitled to
the dividend.
Disclosure
28 February 2026
£’000
28 February 2025
£’000
Dividends paid on Ordinary shares during the
year
Final dividend – 2.5p paid 28 August 2025 (2025:
2.5p)
5,741 5,044
Special dividend – nil (2025: 4.6p) – 9,886
Interim dividend – 2.5p paid 27 January 2026
(2025: 2.5p)
5,831 5,591
Total 11,572 20,521
During the year £2,127,000 (2025: £3,747,000) of dividends were reinvested under the DRIS,
see note 14.
Notes to the inancial statements continued
71 Octopus AIM VCT plc – Annual report and financial statements 2026
Under Section 32 of FRS 102 ‘Events After the end of the Reporting Period’, dividends
payable at year end are not recognised as a liability. Details of these dividends and all other
dividends declared in the year are set out below.
28 February 2026
£’000
28 February 2025
£’000
Dividends paid and proposed
Interim dividend – 2.5p per share paid 27 February
2026 (2025: 1.8p per share)
5,831 5,591
Final dividend proposed – 2.5p per share payable
28 August 2026 (2025: 2.5p per share)
5,736 5,704
Special dividend – 4.6p per share paid 1 April 2026
(2025: nil)
11,222 –
Total 22,789 11,295
The above proposed final dividend is based on the number of shares in issue at the date of
this report. The actual dividend paid may differ from this number as the dividend payable
will be based on the number of shares in issue on the record date and will reflect any
changes in the share capital between the year end and the record date.
8. Earnings per share
28 February 2026 28 February 2025
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Profit/(loss) attributable to
Ordinary shareholders
967 1,823 2,790 1,039 (7,118) (6,079)
Earnings per Ordinary
share
0.4p 0.8p 1.2p 0.4p (3.4)p (2.9)p
The profit/(loss) per share is based on 232,224,185 (2025: 234,289,954) Ordinary shares,
being the weighted average number of Ordinary shares in issue during the year, and the
profit on ordinary activities after tax for the year of £2,790,000 (2025: loss of £6,079,000).
There are no potentially dilutive capital instruments in issue and, as such, the basic and
diluted earnings per share are identical.
9. Net asset value per share
28 February 2026 28 February 2025
Net assets (£’000) 107,484 115,383
Shares in issue 229,459,767 228,158,686
NAV per share (p) 46.8 50.6
There are no potentially dilutive capital instruments in issue and, as such, the basic and
diluted NAV per share are identical.
10. Fixed asset investments
Accounting policy
The Company’s principal financial assets are its investments and the policies in relation to
those assets are set out below.
Purchases and sales of investments are recognised in the financial statements at the date
of the transaction (trade date).
These investments will be managed and their performance evaluated on a fair value basis
in accordance with a documented investment strategy and information about them has
to be provided internally on that basis to the Board. Accordingly, as permitted by FRS 102,
the investments are measured as being fair value through profit or loss (FVTPL) on the basis
that they qualify as a group of assets managed, and whose performance is evaluated, on
a fair value basis in accordance with a documented investment strategy. The Company’s
investments are measured at subsequent reporting dates at fair value.
In the case of investments quoted on a recognised stock exchange, fair value is
established by reference to the closing bid price on the relevant date or the last traded
Notes to the inancial statements continued
Octopus AIM VCT plc – Annual report and financial statements 2026 72
price, depending upon convention of the exchange on which the investment is quoted. In
the case of unquoted investments and loan notes, fair value is established by assessing
different methods of valuation, such as price of recent transaction, earnings or revenue-
based multiples, discounted cash flows and net assets. Where price of recent investment
is used as a starting point for estimating fair value at subsequent measurement dates, this
has been benchmarked using an appropriate valuation technique. These methodologies
are consistent with IPEV guidelines.
Gains and losses arising from changes in fair value of investments are recognised as part
of the capital return within the Income Statement and allocated to the capital reserve
unrealised. The Investment Manager reviews changes in fair value of investments for any
permanent reductions in value and will give consideration to whether these losses should
be transferred to the capital reserve realised.
In the preparation of the valuations of assets the Directors are required to make
judgements and estimates that are reasonable and incorporate their knowledge of the
performance of the portfolio companies.
Fair value hierarchy
Paragraph 34.22 of FRS 102 recommends following a hierarchy of fair value measurements,
for financial instruments measured at fair value in the balance sheet, which gives the
highest priority to unadjusted quoted prices in active markets for identical assets or
liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). This methodology
is adopted by the Company and requires disclosure of financial instruments to be
dependent on the lowest significant applicable input, as laid out below:
Level 1: The unadjusted, fully accessible and current quoted price in an active market for
identical assets or liabilities that an entity can access at the measurement date.
Level 2: Inputs for similar assets or liabilities other than the quoted prices included in Level
1 that are directly or indirectly observable, which exist for the duration of the period of
investment.
Level 3: This is where inputs are unobservable, where no active market is available and
recent transactions for identical instruments do not provide a good estimate of fair value
for the asset or liability.
Level 1:
Quoted
equity
investments
£’000
Level 2:
Quoted
equity
investments
£’000
Level 3:
Unquoted
investments
£’000
Total
£’000
Opening cost at 1 March 2025 73,811 – 7,245 81,056
Opening unrealised (loss)/gain as at
1 March 2025
(8,737) – 9,216 479
Valuation as at 1 March 2025 65,074 – 16,461 81,535
Purchases at cost 7,655 – 90 7,745
Disposal proceeds (16,784) – (12,433) (29,217)
Loan to equity conversion 300 – (300) –
Transfer of investment between
Level 1 and 3 at cost
( 7,430) – 7,430 –
Transfer of realised loss between
Level 1 and 3
7,394 – ( 7, 394) –
(Loss)/gain on realisation of
investments
(906) – 1,619 713
Change in fair value in year 391 – 1,190 1,581
Closing valuation as at
28 February 2026
55,694 – 6,663 62,357
Closing cost as at 28 February 2026 60,509 – 12,221 72,730
Closing unrealised (loss)/gain as at
28 February 2026
(4,815) – (5,558) (10,373)
Valuation as at
28 February 2026
55,694 – 6,663 62,357
Notes to the inancial statements continued
73 Octopus AIM VCT plc – Annual report and financial statements 2026
The Company received £29,217,000 (2025: £5,070,000) from investments sold in the year.
The book cost of these investments when they were purchased was £16,070,000 (2025:
£4,398,000). These investments have been revalued over time and until they were sold any
unrealised gains/losses were included in the fair value of the investments.
Level 1 valuations are valued in accordance with the bid price on the relevant date.
Further details of the fixed asset investments held by the Company are shown within the
Investment Manager’s Review.
Level 2 investments are valued using other observable inputs not included in Level 1. The
Company holds no level 2 investments.
Level 3 investments are reported at Fair Value in accordance with FRS 102 sections 11 and
12, which is determined in accordance with the latest IPEV guidelines. In estimating Fair
Value, there is an element of judgement, notably in deriving reasonable assumptions, and
it is possible that, if different assumptions were to be used, different valuations could have
been attributed to some of the Company’s investments.
There has been five transfers between these classifications in the year (2025: one). Lunflife
AI Inc, ReNeuron Group plc, Enteq Upstream plc, Cloudified Holdings Limited and
Trackwise Designs plc was transferred from Level 1 to Level 3.
The Company holds ten unquoted investments and one loan note stocks, which are
classified as level 3 in terms of fair value hierarchy. These are valued based on a range of
valuation methodologies, determined on an investment specific basis. The price of recent
investment is used where a transaction has occurred sufficiently close to the reporting
date to make this the most reliable indicator of fair value. Where recent investment is not
deemed to indicate the most reliable indicator of fair value i.e. the most recent investment
is too distant from the reporting date for this to be deemed a reasonable indicator, other
market based approaches including earnings multiples, annualised recurring revenues,
discounted cash flows or net assets are used to determine a fair value for the investments.
For Popsa Holdings, we have considered a Calibrated Price of Recent Investment valuation
methodology. 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 £0.5 million.
The Board and the Investment Manager believe that the valuations as at 28 February 2026
reflect the most reasonable assumptions at that date, giving due regard to all information
available from each portfolio company.
All capital gains or losses on investments are classified at FVTPL. Given the nature of the
Company’s venture capital investments, the changes in fair value of such investments
recognised in these financial statements are not considered to be readily convertible to
cash in full at the balance sheet date and accordingly these gains are treated as holding
gains or losses.
There have been no transfers between these classifications in the year (2025: none).
11. Current asset investments, cash and cash equivalents
Accounting policy
For the purpose of the Cash Flow Statement, cash and cash equivalents comprise of cash
at bank, applications cash and money market funds. Cash equivalents are current asset
investments which are disposable without curtailing or disrupting the business and are
either readily convertible into known amounts of cash at or close to their carrying values or
traded in an active market. They are also subject to insignificant risk of valuation changes.
Current asset investments on the Balance Sheet comprise OEICs, which are valued on
a FVTPL basis. Gains and losses arising from changes in fair value of investments are
recognised as part of the capital return within the Income Statement and allocated to the
capital reserve unrealised.
Money market funds are carried at fair value at the latest published price.
The current asset investments are readily convertible into cash at the option of the
Company, within seven days. The current asset investments are held for trading, are
actively managed and the performance is evaluated in accordance with a documented
investment strategy.
Notes to the inancial statements continued
Octopus AIM VCT plc – Annual report and financial statements 2026 74
Disclosure
As at 28 February 2026 and 28 February 2025, current asset investments, money market
funds and cash at bank fall into Level 1 of the fair value hierarchy as defined in the fixed
asset investment accounting policy in note 10 above.
28 February 2026
£’000
28 February 2025
£’000
OEICs:
FP Octopus UK Micro Cap Growth Fund 7,698 8,196
FP Octopus UK Multi Cap Income Fund 2,969 4,113
FP Octopus UK Future Generations Fund 2,419 1,974
Total current asset investments 13,086 14,283
Money market funds 29,468 18,204
Total current asset investments and money
market funds
42,554 32,487
Applications cash 7,047 4,350
Cash at bank 3,993 2,296
Total current asset investments and cash and
cash equivalents
53,594 39,133
12. Debtors
28 February 2026
£’000
28 February 2025
£’000
Prepayments 50 54
Other debtor 30 4
Accrued income 284 194
Total 364 252
13. Creditors: Amounts falling due within one year
28 February 2026
£’000
28 February 2025
£’000
Trade creditors 1,113 491
Accruals 649 674
Applications creditor 7,047 4,350
Other 22 22
Total 8,831 5,537
Creditors includes £7,047,000 (2025: £4,350,000) cash held on behalf of the Company and
Octopus AIM VCT 2 plc (also managed by Octopus Investments). This cash is held in an
applications bank account until shares are issued, of this £4,228,000 (2025: £2,610,000) is
attributable to the Company.
Notes to the inancial statements continued
75 Octopus AIM VCT plc – Annual report and financial statements 2026
14. Share capital
28 February 2026
£’000
28 February 2025
£’000
Allotted and fully paid up:
229,459,767 Ordinary shares of 1.0p (2025:
228,158,686)
2,295 2,282
The capital of the Company is managed in accordance with its investment policy with a
view to the achievement of its investment objective as set on page 25. As the Company
is registered as an Alternative Investment Fund Manager (AIFM), it is subject to externally
imposed capital requirements, namely if the value of assets under management (AUM)
exceeds €250 million then an additional amount of Company funds equal to 0.02% of the
excess over €250 million (subject to a cap of €10 million capital requirement) will be required.
During the year the Company repurchased the following shares to be cancelled:
Date Number of shares Price per share (p)
Total cost of shares
repurchased (£)
20 March 2025 1,053,974 47.4 499,000
16 April 2025 888,536 45.5 404,000
15 May 2025 590,908 47.3 279,000
19 June 2025 774,234 49.6 384,000
17 July 2025 549,397 49.8 274,000
21 August 2025 796,945 45.8 365,000
25 September 2025 825,787 46.4 383,000
23 October 2025 770,561 46.1 355,000
20 November 2025 1,366,858 46.0 629,000
18 December 2025 2,064,792 46.8 966,000
22 January 2026 1,506,669 45.4 684,000
19 February 2026 911,943 44.6 407,000
Totals 12,100,604 5,629,000
The total nominal value of the shares repurchased for cancellation was £12,101 representing
5.7% of the issued share capital (2025: 6,705,585 shares with a nominal value of £67,056
representing 2.9% of the issued share capital).
The Company issued the following shares during the year:
Date Number of shares Price per share (p)
Net proceeds of
shares issued (£)
27 March 2025 8,893,138 49.1 4,363,000
22 May 2025
1
43,183 50.1 22,000
28 August 2025
2
2,227,986 47.9 1,067,000
27 January 2026
2
2,237,378 47.4 1,060,000
Totals 13,401,685 6,512,000
Excluding the value of shares issued under the DRIS, the total value of shares issued net
of share issue costs was £4,385,000 (2025: £12,814,000). This is shown in the Cash Flow
Statement.
Notes to the inancial statements continued
1
Shares issued as a result of reduced adviser charges.
2
Shares issued under the Dividend Reinvestment Scheme (DRIS).
Octopus AIM VCT plc – Annual report and financial statements 2026 76
15. Reconciliation of movements in equity
Notes
28 February 2026
£’000
28 February 2025
£’000
Shareholders’ funds at start of year 115,383 129,109
Total comprehensive profit/(loss) 2,790 (5,879)
Share capital bought back 14 (5,629) (3,687)
Issue of shares (net of issue costs) 14 6,512 16,561
Dividends paid 7 (11,572) (20,521)
Shareholders’ funds at end of year 107,484 115,583
Included within these reserves is an amount of £101,789,000 (2025: £84,386,000) which is
considered distributable to shareholders under Companies Act rules. The Income Taxes Act
2007 restricts distribution of capital from reserves created by the conversion of the share
premium account into a special distributable reserve until the third anniversary of the share
allotment that led to the creation of that part of the share premium account. As at 28
February 2026, £59,878,000 of the special reserve is distributable under this restriction.
During the year there was a share premium cancellation amounting to £21,566,000 (2025:
£18,065,000). This was carried out with the approval of shareholders for the purpose of
creating additional distributable reserves.
16. Financial instruments
The Company’s financial instruments comprise equity investments, loan notes, OEICs,
cash balances, investments in money market funds and debtors and creditors. The
Company holds financial assets in accordance with its investment policy of investing
mainly in a portfolio of VCT qualifying AIM-traded securities whilst holding a proportion of
its assets in cash or near-cash investments in order to provide a reserve of liquidity.
28 February 2026
£’000
28 February 2025
£’000
Financial assets at fair value through profit
or loss
Fixed asset investments 62,357 81,535
Money market securities 29,468 18,204
OEICs 13,086 14,283
Total financial assets at fair value through
profit or loss
104,911 114,022
Financial assets measured at amortised cost
Cash at bank 3,993 6,646
Applications cash 7,047 4,350
Accrued dividends and interest receivable 284 252
Total financial assets measured at amortised
cost
11,324 11,248
Financial liabilities measured at amortised
cost
Creditors 8,831 5,537
Total financial liabilities measured at
amortised cost
8,831 536
The Company holds ten (2025: seven) qualifying, unquoted investments as seen on page
84. The Company also holds one (2025: two) unquoted loan note investment, held at
Notes to the inancial statements continued
77 Octopus AIM VCT plc – Annual report and financial statements 2026
cost, in Strip Tinning Holdings plc valued at £900,000 (2025: £1,200,000) . Unquoted
investments and loan notes are included in fixed asset investments in the table above.
Fixed and current asset investments (see notes 10 and 11) are initially recognised at FVTPL.
For quoted investments this is the bid price. The Directors believe that the fair value of the
assets held at the year end is equal to their book value. Unquoted investments are valued
in accordance with IPEV guidelines.
The Company’s creditors and debtors are initially recognised at fair value which is usually
the transaction cost and subsequently measured at amortised cost using the effective
interest method.
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 the assets held at the
year end is equal to their book value.
17. Financial risk management
In carrying on its investment activities, the Company 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 the Company are market risk, interest rate risk,
credit risk and liquidity risk. The Company’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
The Company’s strategy for managing investment risk is determined with regard to the
Company’s investment objective, as outlined on page 25. The management of market
risk is part of the investment management process and is a central feature of venture
capital investment. The Company’s portfolio is managed in accordance with the policies
and procedures described in the Corporate Governance Report on pages 42 to 46, having
regard to the possible effects of adverse price movements, and other macroeconomic
effects on the market such as economic recession, movement in interest rates, inflation,
political instability and rising living costs with the objective of maximising overall returns
to shareholders. Investments in smaller companies, by their nature, usually involve a
higher degree of risk than investments in larger 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 the Company’s assets is
regularly monitored by the Board.
Details of the Company’s investment portfolio at the balance sheet date are set out on
pages 80 to 85.
By value, 51.8% (2025: 56.4%) of the Company’s net assets comprised equity securities
listed on the London Stock Exchange, Aquis, NASDAQ or quoted on AIM. In the context of
the continued short-term market volatility caused by the unstable economic environment,
we have maintained the sensitivity analysis at 20%, consistent with 2025. Therefore, a
decrease in the bid price of these securities as at 28 February 2026 would have decreased
net assets and the total return for the year by £11,139,000 (2025: £13,015,000 decrease);
and an equivalent change in the opposite direction would have increased net assets for the
year by the same amount.
OEIC investments comprised 12.2% of the Company’s net assets by value (2025: 12.4%).
A 20% decrease (2025: 20%) in the price of these securities at 28 February 2026 would
have decreased net assets by £2,617,000 (28 February 2025: £2,857,000 decrease); and an
equivalent change in the opposite direction would have increased net assets for the year by
the same amount.
Unquoted investments comprised 6.2% of the Company’s net assets by value (2025:
14.3%). A 20% decrease (2025 20%) in the multiple used in the valuation of these securities
as at 28 February 2026 would have decreased net assets by £1,333,000 (2025: £3,292,000
decrease); and an equivalent change in the opposite direction would have increased net
assets for the year by the same amount.
Interest rate risk
Some of the Company’s financial assets are interest bearing. As a result, the Company is
exposed to fair value interest rate risk due to fluctuations in the prevailing levels of market
interest rates.
Notes to the inancial statements continued
Octopus AIM VCT plc – Annual report and financial statements 2026 78
Floating rate
The Company’s floating rate investments comprise cash held on interest bearing money
market securities. The benchmark rate which determines the rate of interest receivable on
such investments is the bank base rate, which was 3.75% at 28 February 2026 (2025: 4.5%).
The amounts held in floating rate investments at the balance sheet date were as follows:
28 February 2026
£’000
28 February 2025
£’000
Money market funds 29,468 18,204
Total 29,468 18,204
A 1% increase in the base rate would increase income receivable from these investments
and the total return for the year by £295,000 (2025: £182,000).
Credit risk
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 the Company. The Investment
Manager and the Board carry out a regular review of counterparty risk. Where financial
assets expose the Company to credit risk, the maximum exposure is represented by their
carrying value.
28 February 2026
£’000
28 February 2025
£’000
Investments in interest bearing instruments 900 1,200
Cash on deposit 11,040 6,646
Debtors 364 194
Money market funds 29,468 18,204
Total 41,772 26,244
By value, no individual bank holding or fixed rate note investment exceeded 10% of the
Company’s net assets at 28 February 2026 (2025: 5%).
The Company’s interest-bearing deposit and current accounts are maintained with HSBC
and Money Market Funds held with BlackRock, HSBC and JP Morgan. The risk of loss to
this balance is deemed to be low due to the historical credit ratings and a current Moody’s
rating of Aaa (2025: Aaa) for HSBC, JP Morgan and BlackRock Money Market Funds. The
Investment 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
these counterparties deteriorate significantly, the Investment Manager will move the cash
holdings to another bank.
Credit risk relating to listed money market securities is mitigated by investing in a portfolio
of investment instruments of high credit quality, comprising securities issued by the UK
Government and major UK companies and institutions. Credit risk relating to loans to and
shares in unquoted companies is considered to be part of market risk.
Those assets of the Company which are traded on recognised stock exchanges are held
on the Company’s behalf by third party sub-custodians (for example, BlackRock in the
case of listed money market securities and Octopus Investments Limited in the case
of quoted equity securities). Bankruptcy or insolvency of a custodian could cause the
Company’s rights with respect to securities held by the custodian to be delayed or limited
by bankruptcy proceedings.
Credit risk arising on the sale of investments, accrued dividends and interest receivable is
considered to be small due to the short settlement and the contracted agreements in place
with the settlement lawyers.
Liquidity risk
The Company’s financial assets include investments in AIM-traded companies, which by
their nature involve a higher degree of risk than investments on the main market, as well
as unquoted securities which are not traded on a recognised stock exchange and which
generally may be illiquid. As a result, the Company 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.
Notes to the inancial statements continued
79 Octopus AIM VCT plc – Annual report and financial statements 2026
The Company’s listed money market securities are considered to be readily realisable as
they are of high credit quality as outlined above.
The Company’s OEIC investments are considered to be readily realisable as under the
terms of the product funds can be withdrawn at any point and received within seven
working days. There is a risk that the value of the investment will fall, but this is monitored
continually by the Investment Manager.
The Company’s liquidity risk is managed on a continuing basis by the Investment Manager
in accordance with policies and procedures laid down by the Board. The Company’s overall
liquidity risks are monitored on a quarterly basis by the Board.
The Company maintains sufficient investments in cash and readily realisable securities
to pay accounts payable and accrued expenses. At 28 February 2026, these investments
were valued at £46,547,000 (2025: £34,783,000). The Company has no debt, therefore no
maturity analysis is required as all financial liabilities fall due within twelve months.
18. Events after the end of the reporting period
The following events occurred between the balance sheet date and the signing of these
financial statements:
•
a full disposal of 4,136,007 shares in IDOX plc for total consideration of £2,957,245.
The following shares have been bought back since the year end:
•
3 March 2026: 1,260,373 shares at a price of 38.97p per share.
•
23 April 2026: 1,243,434 shares at a price of 39.79p per share.
•
21 May 2026: 953,604 shares at a price of 39.80p per share.
19. Contingencies, guarantees and financial commitments
There were no contingencies, guarantees or financial commitments as at 28 February 2026
(2025: nil).
20. Transactions with the Investment Manager
The Company has employed Octopus Investments Limited (‘Octopus’ or ‘the Investment
Manager’) throughout the period as Investment Manager. Octopus has also been
appointed as Custodian of the Company’s investments under a Custodian Agreement.
The Company has been charged £1,932,000 by Octopus as a management fee in the year
to 28 February 2026 (2025: £2,079,000). The management fee is payable quarterly and is
based on 2% of net assets at quarterly intervals.
The Company receives a reduction in the management fee for the investments in other
Octopus managed funds, being the Multi Cap Income Fund, Micro Cap Growth Fund and
Future Generations Fund, to ensure the Company is not double charged on these products.
This amounted to £80,000 in the year to 28 February 2026 (2025: £86,000). For further
details please refer to note 3. Details of amounts invested in Octopus managed funds can
be found in note 11 .
21. Related party transactions
Details of the Directors, their remuneration and shareholdings can be found in the
Directors’ Remuneration Report on pages 49 to 51.
Notes to the inancial statements continued
Octopus AIM VCT plc – Annual report and financial statements 2026 80
Investment portfolio (unaudited)
The table below sets out the portfolio as at 28 February 2026. Details of the top ten investments can be found on pages 16 to 19.
Portfolio company Sector
Book cost
as at
28 Feb 2026
£’000
Cumulative
change in
fair value
£’000
Fair value
as at
28 Feb 2026
£’000
Fair value
movement
in year
£’000
% equity
held by
Octopus
AIM VCT plc
% equity
held by
all funds
managed
by Octopus
Fair value as
a % of
Octopus
AIM VCT plc
NAV
Quoted investments
Netcall plc Software and Computer Services 308 3,008 3,316 (30) 1.74% 10.26% 3.09%
Aurrigo International plc Technology Hardware and Equipment 1,657 1,542 3,199 1,505 4.21% 11.56% 2.98%
Idox plc Software and Computer Services 311 2,609 2,920 562 0.90% 1.61% 2.72%
Brooks Macdonald Group plc Investment Banking and Brokerage
Services
746 1,781 2,527 109 0.98% 1.61% 2.35%
Haydale plc Industrial Materials 2,797 (359) 2,438 1,242 8.01% 13.35% 2.27%
Craneware plc Health Care Providers 183 1,901 2,084 (455) 0.39% 7.29 % 1.94%
PCI-Pal plc Software and Computer Services 1,294 638 1,932 (169) 4.68% 8.97% 1.80%
Judges Scientific plc Electronic and Electrical Equipment 236 1,590 1,826 (1,228) 0.57% 0.95% 1.70%
Diaceutics plc Health Care Providers 930 893 1,823 73 1.44% 2.86% 1.70%
SDI Group plc Electronic and Electrical Equipment 179 1,607 1,786 424 2.13% 3.56% 1.66%
Abingdon Health plc Medical Equipment and Services 2,515 (775) 1,740 16 10.66% 17.7 7 % 1.62%
Beeks Financial Cloud Group plc Software and Computer Services 405 1,297 1,702 (584) 1.19% 1.98% 1.58%
Pathos Communications plc Media 1,800 (120) 1,680 (120) 9.00% 15.00% 1.56%
GB Group plc Software and Computer Services 505 1,167 1,672 (967) 0.35% 1.46% 1.56%
Vertu Motors plc Retailers 1,265 316 1,581 192 0.85% 1.45% 1.47%
81 Octopus AIM VCT plc – Annual report and financial statements 2026
Investment portfolio (unaudited) continued
Portfolio company Sector
Book cost
as at
28 Feb 2026
£’000
Cumulative
change in
fair value
£’000
Fair value
as at
28 Feb 2026
£’000
Fair value
movement
in year
£’000
% equity
held by
Octopus
AIM VCT plc
% equity
held by
all funds
managed
by Octopus
Fair value as
a % of
Octopus
AIM VCT plc
NAV
Animalcare Group plc Pharmaceuticals and Biotechnology 306 1,213 1,519 275 0.80% 5.75% 1.41%
Quantum Base Holdings plc Industrial Support Services 1,200 171 1,371 171 6.77% 11.29% 1.28%
Eden Research plc Chemicals 1,860 (747) 1,113 101 5.04% 8.40% 1.04%
Gear4music Holdings plc Leisure Goods 529 574 1,103 571 1.81% 3.02% 1.03%
EKF Diagnostics Holdings plc Medical Equipment and Services 767 318 1,085 169 1.00% 1.84% 1.01%
Vulcan Two Group plc Personal Care, Drug and Grocery
Stores
1,080 – 1,080 – 1.98% 6.05% 1.00%
Applied Nutrition plc Food Producers 505 512 1,017 386 0.17% 0.42% 0.95%
The Beauty Tech Group plc Personal Care, Drug and Grocery
Stores
863 67 930 67 0.29% 1.41% 0.87%
Windar Photonics plc Electronic and Electrical Equipment 936 (47) 889 (94) 2.43% 4.05% 0.83%
Cambridge Cognition Holdings plc Health Care Providers 1,075 (217) 858 20 4.39% 7.31% 0.80%
Nexteq plc Technology Hardware and Equipment 507 319 826 66 1.93% 3.22% 0.77%
JTC plc Investment Banking and Brokerage
Services
601 213 814 216 0.04% 0.11% 0.76%
Ixico plc Pharmaceuticals and Biotechnology 1,651 (893) 758 (202) 10.91% 18.18% 0.71%
Cranswick plc Food Producers 606 126 732 71 0.02% 0.06% 0.68%
Itaconix plc General Industrials 1,588 (872) 716 (93) 4.62% 8.50% 0.67%
Wise plc Industrial Support Services 545 117 662 (102) 0.01% 0.02% 0.62%
Octopus AIM VCT plc – Annual report and financial statements 2026 82
Investment portfolio (unaudited) continued
Portfolio company Sector
Book cost
as at
28 Feb 2026
£’000
Cumulative
change in
fair value
£’000
Fair value
as at
28 Feb 2026
£’000
Fair value
movement
in year
£’000
% equity
held by
Octopus
AIM VCT plc
% equity
held by
all funds
managed
by Octopus
Fair value as
a % of
Octopus
AIM VCT plc
NAV
Gamma Communications plc Telecommunications Service
Providers
274 368 642 (303) 0.08% 0.70% 0.60%
Ilika plc Electronic and Electrical Equipment 1,058 (446) 612 (274) 1.17% 4.12% 0.57%
Oberon Investments Group plc Investment Banking and Brokerage
Services
864 (294) 570 (221) 2.30% 8.31% 0.53%
Tan Delta Systems plc Electronic and Electrical Equipment 453 87 540 227 2.38% 3.97% 0.50%
TPXimpact Holdings plc Software and Computer Services 979 (450) 529 212 1.39% 3.89% 0.49%
Equipmake Holdings plc Electronic and Electrical Equipment 2,121 (1,641) 480 120 4.28% 7.13% 0.45%
KRM 22 plc Software and Computer Services 927 (460) 467 57 2.18% 3.64% 0.43%
Mears Group plc Industrial Support Services 139 296 435 (14) 0.14% 0.16% 0.40%
Bloomsbury Publishing plc Media 629 (212) 417 (133) 0.11% 1.51% 0.39%
MyCelx Technologies Corporation Electronic and Electrical Equipment 1,470 (1,096) 374 122 3.34% 27.13% 0.35%
GENinCode plc Medical Equipment and Services 2,481 (2,132) 349 (787) 4.21% 7.02% 0.32%
DP Poland plc Travel and Leisure 1,016 (673) 343 (69) 0.50% 0.84% 0.32%
GETECH Group plc Oil, Gas and Coal 300 15 315 30 9.84% 16.40% 0.29%
Bytes Technology Group plc Software and Computer Services 489 (223) 266 (103) 0.04% 0.10% 0.25%
Rosslyn Data Technologies plc Software and Computer Services 1,169 (992) 177 (108) 8.56% 14.26% 0.16%
Staffline Group plc Industrial Support Services 334 (158) 176 61 0.30% 0.30% 0.16%
Creo Medical Group plc Medical Equipment and Services 1,471 (1,295) 176 9 0.29% 1.40% 0.16%
83 Octopus AIM VCT plc – Annual report and financial statements 2026
Investment portfolio (unaudited) continued
Portfolio company Sector
Book cost
as at
28 Feb 2026
£’000
Cumulative
change in
fair value
£’000
Fair value
as at
28 Feb 2026
£’000
Fair value
movement
in year
£’000
% equity
held by
Octopus
AIM VCT plc
% equity
held by
all funds
managed
by Octopus
Fair value as
a % of
Octopus
AIM VCT plc
NAV
Crimson Tide plc Software and Computer Services 567 (397) 170 19 2.87% 4.79% 0.16%
Gelion plc Electronic and Electrical Equipment 1,140 (998) 142 43 0.34% 0.57% 0.13%
Velocity Composites plc Aerospace and Defense 799 (658) 141 (103) 1.72% 2.87% 0.13%
Feedback plc Medical Equipment and Services 1,500 (1,364) 136 (40) 2.30% 3.83% 0.13%
Fusion Antibodies plc Health Care Providers 745 (625) 120 53 0.79% 1.31% 0.11%
XP Factory plc Travel and Leisure 988 (908) 80 – 0.42% 0.70% 0.07%
Verici Dx plc Pharmaceuticals and Biotechnology 1,551 (1,481) 70 (283) 0.85% 1.42% 0.06%
1Spatial plc Software and Computer Services 300 (233) 67 8 0.08% 0.14% 0.06%
Strip Tinning Holdings plc Electronic and Electrical Equipment 506 (451) 55 (5) 1.50% 2.50% 0.05%
ENGAGE XR Holdings plc Software and Computer Services 1,879 (1,841) 38 (146) 2.94% 12.14% 0.03%
DXS International plc Software and Computer Services 300 (263) 37 (56) 5.86% 9.76% 0.03%
Northcoders Group plc Software and Computer Services 380 (343) 37 (105) 1.58% 2.63% 0.03%
TheraCryf plc Pharmaceuticals and Biotechnology 1,050 (1,024) 26 (7) 0.61% 1.02% 0.02%
Bow Street Group plc Travel and Leisure 516 (511) 5 (2) 0.05% 0.10% 0.00%
Genedrive Plc Pharmaceuticals and Biotechnology 217 (214) 3 (3) 0.03% 0.04% 0.00%
Metir plc Electronic and Electrical Equipment 1,384 (1,384) – – 0.01% 0.02% 0.00%
Sorted Group Holdings plc Software and Computer Services 763 (763) – – 0.01% 0.01% 0.00%
Total quoted investments 60,509 (4,815) 55,694 391 51.82%
Octopus AIM VCT plc – Annual report and financial statements 2026 84
Investment portfolio (unaudited) continued
Portfolio company Sector
Book cost
as at
28 Feb 2026
£’000
Cumulative
change in
fair value
£’000
Fair value
as at
28 Feb 2026
£’000
Fair value
movement
in year
£’000
% equity
held by
Octopus
AIM VCT plc
% equity
held by
all funds
managed
by Octopus
Fair value as
a % of
Octopus
AIM VCT plc
NAV
Unquoted equity investments
Popsa Holdings Ltd Unquoted Investment 1,590 3,783 5,373 1,166 6.20% 10.34% 5.00%
Alusid Limited Unquoted Investment 390 – 390 60 3.88% 6.47% 0.36%
Airnow plc Unquoted Investment 1,257 (1,257) – – 0.40% 0.70% 0.00%
Rated People Ltd Unquoted Investment 354 (354) – – 0.11% 0.32% 0.00%
The Food Marketplace Ltd Unquoted Investment 300 (300) – – 0.00% 10.28% 0.00%
Trackwise Designs plc Technology Hardware and Equipment 1,934 (1,934) – – 0.42% 0.70% 0.00%
Cloudified Holdings Limited Software and Computer Services 900 (900) – – 2.02% 3.36% 0.00%
Enteq Upstream plc Oil, Gas and Coal 1,032 (1,032) – (21) 0.99% 1.65% 0.00%
ReNeuron Group plc Pharmaceuticals and Biotechnology 1,485 (1,485) – – 3.03% 5.06% 0.00%
LungLife AI Inc Pharmaceuticals and Biotechnology 2,079 (2,079) – (15) 3.85% 6.42% 0.00%
Total unquoted equity investments 11,321 (5,558) 5,763 1,190 5.36%
Loan notes
Strip Tinning Holdings plc Unquoted Investment 900 – 900 – 0.84%
Total loan notes 900 – 900 – 0.84%
85 Octopus AIM VCT plc – Annual report and financial statements 2026
Investment portfolio (unaudited) continued
Portfolio company Sector
Book cost
as at
28 Feb 2026
£’000
Cumulative
change in
fair value
£’000
Fair value
as at
28 Feb 2026
£’000
Fair value
movement
in year
£’000
% equity
held by
Octopus
AIM VCT plc
% equity
held by
all funds
managed
by Octopus
Fair value as
a % of
Octopus
AIM VCT plc
NAV
Current asset investments
FP Octopus UK Micro Cap Growth Fund 6,905 793 7,698 726 7.16%
FP Octopus UK Multi Cap Income Fund 2,226 743 2,969 106 2.76%
FP Octopus UK Future Generations Fund 2,526 (107) 2,419 (5) 2.25%
Total current asset investments 11,657 1,429 13,086 827 12.17%
Octopus AIM VCT plc – Annual report and financial statements 2026 86
VCT regulation
There have been no changes to the VCT regulations since
the publication of the previous audited accounts. A recent
change was the extension of the VCT ‘sunset clause’ to 2035,
announced in the 2023 Autumn Statement.
In addition, the 2025 Budget introduced a package of
reforms to the Venture Capital Trust regime, effective from
6 April 2026, aimed at enabling VCTs to support larger, more
established growth companies. The principal measures are
summarised below:
•
Upfront income tax relief on new VCT subscriptions will
reduce from 30% to 20%;
•
The annual investment limit for qualifying companies
will increase to £10 million, or £20 million for
knowledge-intensive companies;
•
The lifetime investment limit will increase to £24 million, or
£40 million for knowledge-intensive companies; and
•
The gross asset limits will increase to £30 million
pre-investment and £35 million post-investment.
Current Qualifying Requirements
Under the existing rules, companies must meet the following
conditions to qualify for VCT investment:
•
fewer than 250 full-time equivalent employees;
•
gross assets of less than £15 million at the time of investment
and no more than £16 million immediately afterwards;
•
generally less than seven years from first commercial sale
(
or ten years for knowledge-intensive companies
)
when
raising VCT/state-aided funds for the first time;
•
receipt of no more than £5 million of state-aided
funding in the previous twelve months
(
£10 million for
knowledge-intensive companies
)
and no more than
£12 million in total
(
£20 million for knowledge-intensive
companies
)
; and
•
a business plan demonstrating that capital is being raised
for growth and development.
Ongoing VCT Conditions
In addition to the qualifying-company criteria, VCTs must
comply with the following ongoing requirements:
•
30% of funds raised must be invested in qualifying
holdings within twelve months of the end of the
accounting period in which the shares were issued; and
•
at least 80% of the Company’s portfolio
(
measured at
HMRC value
)
must be invested in qualifying holdings.
Octopus AIM VCT plc was launched as Close AIM VCT PLC
in the spring of 1998 and raised £10.1 million from private
investors through an issue of Ordinary shares.
Between October 2000 and March 2001 a further £20.0 million
was raised through an issue of C shares. Furthermore,
between 16 March 2004 and final closing on 5 April 2004 the
Company raised £3.3 million by way of a D share issue.
The C Shares were merged and converted into Ordinary
shares on 31 May 2004 at a conversion ratio determined by
a price mechanism related to the respective net assets per
share of both the Ordinary shares and C shares at
29 February 2004 (which resulted in C Shareholders receiving
1.0765 Ordinary shares for each C share held).
A further £15.0 million was raised between 6 January 2005
and 8 April 2005 through an issue of new D shares.
On 31 May 2008, the Ordinary shares converted into D shares
at a conversion ratio of 0.5448 D shares for each Ordinary
share. All of the D shares were then re-designated into new
Ordinary shares.
With effect from 1 August 2008, the management of the
Company was transferred to Octopus.
On 4 August 2010, the share capital was restructured and
each existing Ordinary share of 50p was subdivided into
one Ordinary share of 1p and one deferred share of 49p. The
deferred shares had no economic value and were bought
back by the Company for an aggregate amount of 1p and
cancelled.
On 12 August 2010, following approval at the Extraordinary
General Meeting on 4 August 2010, shareholders of Octopus
Phoenix VCT had their shares converted into Octopus AIM
VCT shares on a relative NAV basis using the conversion
factor of 0.42972672. On the same day, Octopus Phoenix
VCT was placed into members’ voluntary liquidation.
The offer for subscription in the prospectus dated 9 July 2010
relating to the issue of new shares in connection with the
merger with Octopus Phoenix VCT Plc was extended by a
supplemental prospectus and closed on 19 April 2011 raising
£10 million. A subsequent offer raised £1.9 million, closing on
5 April 2012.
A further offer was launched on 25 April 2012 and closed on
31 July 2012. The offer resulted in the issue of 2,843,092 new
shares, raising a total of £2.6 million.
On 23 October 2012, the Company announced an Enhanced
Buyback Facility (EBB) in respect of up to 50% of the issued
share capital. The EBB closed on 31 January 2013. As a result
Information and contact details
87 Octopus AIM VCT plc – Annual report and financial statements 2026
of the EBB, the Company repurchased 10,801,537 Ordinary
shares and 10,289,443 new Ordinary shares were issued.
An offer for subscription of up to £10 million, which opened
on 1 February 2013 and closed on 17 December 2013, raised
£9.4 million. The Company opened a non-prospectus offer to
raise £4.1 million that opened on 2 February 2014 and closed
fully subscribed on 28 March 2014. Since then the Company
has raised additional investment through further fundraise as
follows:
•
Combined total up to £20 million with a £10 million over-
allotment facility with Octopus AIM VCT 2 plc during the
year to 29 February 2016;
•
Combined total up to £16.3 million with a £6 million over-
allotment facility with Octopus AIM VCT 2 plc during the
year to 28 February 2017;
•
Combined total up to £30 million with a £10 million over-
allotment facility with Octopus AIM VCT 2 plc during the
year to 28 February 2018;
•
Combined total up to £20 million with a £10 million over-
allotment facility with Octopus AIM VCT 2 plc during the
year to 28 February 2019;
•
Combined total up to £20 million with a £10 million over-
allotment facility with Octopus AIM VCT 2 plc during the
year to 29 February 2020;
•
Combined total up to £20 million with a £10 million over-
allotment facility with Octopus AIM VCT 2 plc during the
year to 28 February 2021;
•
Combined total up to £30 million with a £10 million over-
allotment facility with Octopus AIM VCT 2 plc during the
year to 28 February 2022;
•
Combined total up to £20 million with a £10 million over-
allotment facility with Octopus AIM VCT 2 plc during the
year to 28 February 2023;
•
Combined total up to £20 million with a £10 million over-
allotment facility with Octopus AIM VCT 2 plc during the
year to 28 February 2024; and
•
Combined total up to £20 million with a £10 million over-
allotment facility with Octopus AIM VCT 2 plc during the
year to 28 February 2025; and
•
Combined total up to £30 million with a £30 million over-
allotment facility with Octopus AIM VCT 2 plc during the
year to 28 February 2026.
About VCTs
VCTs were introduced in the Finance Act 1995 to provide a
means for private individuals to invest in unlisted companies
in the UK. Subsequent Finance Acts have introduced changes
to VCT legislation. The tax benefits currently available to
eligible new investors in VCTs include:
•
up to 30% up-front income tax relief;
•
exemption from income tax on dividends paid; and
•
exemption from capital gains tax on disposals of shares
in VCTs.
The Company has been approved as a VCT by HMRC. In
order to maintain its approval, the Company must comply
with certain requirements on a continuing basis including
the provisions of chapter 3 of the Income Tax Act 2007, in
particular s280A:
•
at least 80% of the Company’s investments must comprise
‘qualifying holdings’
(
as defined in the legislation
)
;
•
at least 70% of the qualifying holdings must be invested
into Ordinary shares with no preferential rights
(
30% for
funds invested before 6 April 2011
)
;
•
no single investment made can exceed 15% of the total
Company value at the time of investment; and
•
a minimum of 10% of each qualifying investment must be
in Ordinary shares with no preferential rights.
Dividends
Dividends will be paid by the registrar on behalf of the
Company. Shareholders who wish to have dividends paid
directly into their bank account rather than by cheque to
their registered address can complete a mandate form for
this purpose or complete an instruction electronically
by visiting the Computershare Investor Centre at:
www-uk.computershare.com/investor/.
Queries relating to dividends, shareholdings or requests for
mandate forms should be directed to Computershare by
calling 0370 703 6326 (calls are charged at the standard
geographic rate and will vary by provider. Calls from outside
the United Kingdom will be charged at the applicable
international rate. Lines are open Monday-Friday 9.00am-
5.30pm), or by writing to them at:
The Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
Information and contact details continued
Octopus AIM VCT plc – Annual report and financial statements 2026 88
Dividend Reinvestment Scheme (DRIS)
The Company established a DRIS in 2014, under which
shareholders are given the opportunity to automatically
reinvest future dividend payments by subscribing for new
Ordinary shares. This allows participating shareholders to
reinvest the growth in their shareholdings and, subject to
personal circumstances, benefit from additional income
tax reliefs.
Any shareholder wishing to reinvest their dividends can
request a DRIS instruction form by calling Computershare on
0370 703 6326 or complete an instruction electronically by
visiting the Computershare Investor Centre at:
www-uk.computershare.com/investor/. The application
form and rules can also be found in the Document Library
on the Octopus website: www.octopusinvestments.com/
investor/our-products/venture-capital-trusts/octopus-
aim-vcts/.
Share price
The Company’s share price can be found on various financial
websites including www.londonstockexchange.com, with
the following TIDM/EPIC code:
Ordinary shares
TIDM/EPIC code OSEC
Latest share price 16 June 2026 39.8 pence per share
Buying and selling shares
The Company’s Ordinary shares can be bought and sold
in the same way as any other company quoted on the
London Stock Exchange via a stockbroker. There may be tax
implications in respect of selling all or part of your holdings,
so shareholders should contact their independent financial
adviser if they have any queries.
Buyback of shares
The Company operates a policy of buying its own shares
for cancellation as they become available, and envisages
that purchases will be made at up to a 5% discount to the
prevailing NAV. The Company is, however, unable to buy
back shares directly from shareholders. If you are considering
selling your shares or trading in the secondary market, please
contact Panmure Liberum Limited, the Company’s broker.
Panmure Liberum Limited is able to provide details of close
periods (when the Company is prohibited from buying
in shares) and details of the price at which the Company
has bought its shares. Panmure Liberum Limited can be
contacted as follows:
Chris Lloyd 020 7886 2716
chris.lloyd@panmureliberum.com
Paul Nolan 020 7886 2717
paul.nolan@panmureliberum.com
Secondary market
UK income tax payers, aged 18 or over, can purchase shares
in the secondary market and benefit from:
•
tax-free dividends;
•
realised gains not being subject to capital gains tax
(
although any realised losses are not allowable
)
;
•
no minimum holding period; and
•
no need to include VCT dividends in annual tax returns.
The UK tax treatment of VCTs is on a first in and first out
basis and therefore tax advice should be obtained before
shareholders dispose of their shares.
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 the Company’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 page 91.
Information and contact details continued
89 Octopus AIM VCT plc – Annual report and financial statements 2026
Other information for shareholders
Previously published annual reports and half-yearly reports
are available for viewing on the Investment Manager’s
website at https://octopusinvestments.com/our-
products/venture-capital-trusts/octopus-aim-vcts/
shareholder-information/ by navigating to Products,
Venture Capital Trusts, Octopus AIM VCTs, Shareholder
Information. If your shares are held via a nominee company,
you won’t receive communications regarding annual reports
and half-yearly reports directly from us or the Registrars.
You’ll need to speak to your nominee company about this
or you can find latest published reports on the Investment
Manager’s website. Other statutory information about the
Company can also be found on this page.
Electronic communications
We also publish reports and accounts and all other
correspondence electronically. This cuts the cost of print
and reduces the impact on the environment. If, in future,
you would prefer to receive an email telling you a report is
available to view or to receive documents by email, please
contact Octopus on 0800 316 2295 or Computershare on
0370 703 6326. 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 the Company,
Octopus or the Registrar would make unsolicited telephone
calls to shareholders and that any such calls would relate only
to official documentation already circulated to shareholders
and would never be 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 have also issued guidelines
on how to avoid share fraud and further information can
be found on their website: www.fca.org.uk/consumers/
scams/investment-scams/share-fraud-and-boiler-room-
scams. You can report any share fraud to them by calling
0800 111 6768.
Information and contact details continued
Octopus AIM VCT plc – Annual report and financial statements 2026 90
Glossary of terms
Alternative performance measure (APM)
A financial measure of historical or future financial
performance, financial position or cash flows, other than
a financial measure defined or specified in the applicable
financial reporting framework. These APMs will help
shareholders to understand and assess the Company’s
progress. A number of terms within this glossary have been
identified as APMs.
Net asset value or NAV
The value of the VCT’s total assets less liabilities. It is equal to
the total shareholders’ funds.
Net asset value per share or NAV per share
The NAV per share of the Company is the sum of the
underlying assets less the liabilities of the Company 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 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 the Company in
the future.
This is calculated by dividing the expenses of £2,440,000
which includes the management fee in note 3 on page 68
and the expenses listed out in note 4 on page 69, excluding
the IFA charges in note 4 of £114,000, by average net assets
of £109,881,000.
NAV Total return (APM)
Total return is calculated as movement in NAV per share
in the period plus dividends paid in the period. Total return
per share enables shareholders to evaluate more clearly the
performance of the Company, as it reflects the underlying
value of the portfolio at the reporting date.
Total return % (APM)
Total return % is calculated as movement in NAV per share
in the period plus dividends paid in the period, divided by the
NAV per share at the beginning of the period. Total return %
on the NAV per share enables shareholders to evaluate more
clearly the performance of the Company, as it reflects the
underlying value of the portfolio at the reporting date.
Dividend yield (APM)
Dividend yield is calculated as dividends paid in the period
divided by the prior year closing share price.
Money Market Fund (MMF)
A mutual fund that invests in highly liquid, short term
instruments. These instruments include cash, cash equivalent
securities, and high credit rating debt based securities with a
short term maturity. They are intended to offer investors high
liquidity with a low level of risk.
Open Ended Investment Company (OEIC)
A type of investment fund that invests in equities, bonds
and other securities. The price of the shares is based on the
underlying assets of the fund. These are highly liquid as new
shares can be created to meet investor demand and the fund
will cancel shares of investors who exit the fund.
91 Octopus AIM VCT plc – Annual report and financial statements 2026
Directors and advisers
The Board of Directors
Joanne Parfrey(Chair)
Andrew Boteler
David Docherty
Louise Nash
Company Number
Registered in England No: 03477519
Legal Entity Identifier (LEI)
213800C5JHJUQLAFP619
Secretary and Registered office
Octopus Company Secretarial Services Limited
33 Holborn
London
EC1N 2HT
Investment and Administration Manager
Octopus Investments Limited
33 Holborn
London
EC1N 2HT
Tel: 0800 316 2295
www.octopusinvestments.com
LEI: 213800C5JHJUQLAFP619
Custodians
Octopus Investments Limited
33 Holborn
London
EC1N 2HT
Bankers
HSBC Bank plc
31 Holborn
London
EC1N 2HR
Independent Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
Tax Adviser
James Cowper Kreston
The White Building
1-4 Cumberland Place
Southampton
SO15 2NP
VCT Status Adviser
Shoosmiths LLP
Apex Plaza
Forbury Road
Reading
RG1 1AX
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
Tel: 0370 703 6326
(Calls are charged at the standard geographic rate and will
vary by provider. Calls from outside the United Kingdom will
be charged at the applicable international rate.)
www.computershare.com/uk
www-uk.computershare.com/investor/
Corporate Broker
Panmure Liberum Limited
Ropemaker Place, Level 12
25 Ropemaker Street
London
EC2Y 9LY
Tel: 020 3100 2000
Octopus AIM VCT plc – Annual report and financial statements 2026 92
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting
of Octopus AIM VCT plc will be held at 33 Holborn, London,
EC1N 2HT on 23 July 2026 at 10.30am for the purposes
of considering and, if thought fit, passing the following
resolutions, of which Resolutions 1 to 11 and 16 will be
proposed as Ordinary Resolutions and Resolutions 12 to 15 will
be proposed as Special Resolutions:
Ordinary Business
1. To receive and adopt the annual report and accounts for
the year to 28 February 2026.
2. To approve a final dividend of 2.5p per Ordinary share.
3. To approve the Directors’ Remuneration Policy.
4. To approve the Directors’ Remuneration Report.
5. To re-elect Joanne Parfrey as a Director.
6. To re-elect Andrew Boteler as a Director.
7. To elect David Docherty as a Director.
8. To re-elect Louise Nash as a Director.
9. To re-appoint BDO LLP as auditor of the Company in
accordance with Section 489 of the Companies Act
2006 (the ‘Act’), until the conclusion of the next general
meeting of the Company at which audited accounts are
laid before members, and to authorise the Directors to
determine their remuneration.
Special Business
To consider and, if thought fit, pass Resolutions 10, 11 and 16
as Ordinary Resolutions and Resolutions 12 to 15 as Special
Resolutions:
10. Authority to allot relevant securities
THAT, in addition to existing authorities, the Directors
be and are generally and unconditionally authorised in
accordance with s551 of the Act to exercise all the powers
of the Company to allot shares in the Company up to
a maximum nominal amount of £499,351 (representing
approximately 20% of the Ordinary share capital in issue
at the date of this Notice) such authority to expire at the
earlier of the conclusion of the Company’s AGM next
following the passing of this Resolution and the expiry
of 15 months from the passing of this Resolution (unless
previously renewed, varied or revoked by the Company in
a general meeting) but so that such authority allows the
Company to make offers or agreements before the expiry
thereof, which would or might require relevant securities
to be allotted after the expiry of such authority.
11. Authority to allot relevant securities under the DRIS
THAT, in addition to existing authorities, the Directors
of the Company be and hereby are generally and
unconditionally authorised in accordance with Section
551 of the Act to exercise all the powers of the Company
to allot shares in the Company up to a maximum
nominal amount of £124,837 in connection with the
Company’s dividend reinvestment scheme (representing
approximately 5% of the Ordinary share capital in issue
as at the date of this Notice) provided that the authority
conferred by this Resolution shall expire on the date
falling 15 months from the date of the passing of this
Resolution (unless previously renewed, varied or revoked
by the Company in general meeting) save that this
authority shall allow the Company to make, before the
expiry of this authority, any offers or agreements which
would or might require shares to be allotted or rights
to be granted after such expiry and the Directors may
allot shares in pursuance of any such offer or agreement
notwithstanding the expiry of such authority.
12. Empowerment to make allotments of equity securities
THAT, conditional upon the passing of Resolution
10 above, and in addition to existing authorities, the
Directors of the Company be and are hereby empowered
pursuant to s571 of the Act to allot or make offers or
agreements to allot equity securities (as defined in s560(1)
of the Act) for cash pursuant to the authority granted by
Resolution 10 as if s561 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
s560
(
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 such offer or agreement
notwithstanding the expiry of such power.
The power provided by this Resolution shall expire on
the date falling on the earlier of the conclusion of the
Company’s AGM next following the passing of this
Resolution and 15 months from the date of the passing
of this Resolution (unless previously renewed, varied or
revoked by the Company in general meeting).
93 Octopus AIM VCT plc – Annual report and financial statements 2026
Notice of Annual General Meeting continued
13. Empowerment to make allotments of equity
securities under the DRIS
THAT, conditional upon the passing of Resolution 11 above
and in addition to existing authorities, the Directors of
the Company be and hereby are empowered pursuant
to Section 571 of the Act to allot or make offers or
agreements to allot equity securities (which expression
shall have the meaning ascribed to it in Section 560(1) of
the Act) for cash pursuant to the authority granted by
Resolution 11 above, as if Section 561 of the Act did not
apply to any such allotment and
so that:
(
a
)
reference to allotment of equity securities in this
Resolution shall be construed in accordance with
Section 560
(
2
)
of the Act; and
(
b
)
the power conferred by this Resolution shall enable
the Company to make any offer or agreement before
the expiry of the said power which would or might
require equity securities to be allotted after the expiry
of the said power and the Directors may allot equity
securities in pursuance of any such offer or agreement
notwithstanding the expiry of such power.
The power provided by this Resolution shall expire on the
date falling 15 months from the date of the passing of this
Resolution (unless previously renewed, varied or revoked
by the Company in general meeting).
14. Authority to make market purchases
THAT, in addition to existing authorities, the Company be
and is hereby generally and unconditionally authorised
to make market purchases (within the meaning of s693(4)
of the Act) of Ordinary shares of 1p each in the Company
(‘Ordinary shares’) provided that:
(
a
)
the maximum number of Ordinary shares so
authorised to be purchased shall not exceed
37,426,375 Ordinary shares, representing
approximately 14.99% of the Company’s issued share
capital at the date of this Notice;
(
b
)
the minimum price which may be paid for an
Ordinary share shall be its nominal value;
(
c
)
the maximum price, exclusive of expenses, which
may be paid for an Ordinary share is an amount
equal to the higher of
(
i
)
105% of the average of the
middle market quotation for an Ordinary share taken
from the London Stock Exchange Daily Official List
for the five business days immediately preceding the
day on which the Ordinary share is contracted to be
purchased; and
(
ii
)
the amount stipulated by Article
5
(
6
)
of the Market Abuse Regulation;
(
d
)
the authority conferred comes to an end at the
conclusion of the next AGM of the Company or upon
the expiry of 15 months from the passing of this
Resolution, whichever is the earlier; and
(
e
)
that the Company may enter into a contract to
purchase its Ordinary shares under this authority prior
to the expiry of this authority which would or might
be completed wholly or partly after the expiry of this
authority.
15. Cancellation of Share Premium Account
THAT, subject to the sanction of the High Court, the
amount standing to the credit of the share premium
account of the Company, at the date an order is made
confirming such cancellation by the Court, be and hereby
is cancelled, and the amount by which the share capital is
so reduced be credited to a reserve of the Company.
16. Continuation of the Company as a VCT
THAT the Company continue as a Venture Capital Trust.
By Order of the Board
Joanne Parfrey
Chair
16 June 2026
Octopus AIM VCT plc – Annual report and financial statements 2026 94
Notes:
(a) A member entitled to attend and vote at the AGM may
appoint one or more proxies to attend and vote on his or
her behalf. A proxy need not be a member.
(b) Pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001, entitlement to attend and vote at the
meeting and the number of votes which may be cast
thereat will be determined by reference to the Register
of Members of the Company at close of business on the
day which is two days before the day of the meeting.
Changes to entries on the Register of Members after that
time shall be disregarded in determining the rights of any
person to attend and vote at the meeting.
(c) A form of proxy is enclosed which, to be effective, must
be completed and delivered to the Company’s registrars,
Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol, BS99 6ZZ or alternatively,
you may register your proxy electronically at
www.investorcentre.co.uk/eproxy, in each case, so
as to be received by no later than 48 hours before
the time the AGM is scheduled to begin. To vote
electronically, you will be asked to provide your Control
Number, Shareholder Reference Number and PIN which
are detailed on your proxy form.
Appointment of a proxy, or any CREST proxy instruction
(as described in paragraph (d) below) will not preclude a
member from subsequently attending and voting at the
meeting should he or she choose to do so. This is the only
acceptable means by which proxy instructions may be
submitted electronically.
(d) To appoint one or more proxies or to give an instruction
to a proxy (whether previously appointed or otherwise)
via the CREST system, CREST messages must be received
by the issuer’s agent (ID number 3RA50) not later than
48 hours (excluding non-working days) before the time
appointed for holding the meeting. For this purpose, the
time of receipt will be taken to be the time (as determined
by the time stamp generated by the CREST system) from
which the issuer’s agent is able to retrieve the message.
After this time any change of instructions to a proxy
appointed through CREST should be communicated to
the proxy by other means. CREST personal members
or other CREST sponsored members, and those CREST
members who have appointed voting service provider(s)
should contact their CREST sponsor or voting service
provider(s) for assistance with appointing proxies via
CREST. For further information on CREST procedures,
limitations and system timings please refer to the CREST
manual. The Company may treat as invalid a proxy
appointment sent by CREST in the circumstances set
out in Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.
(e) Any person receiving a copy of the Notice as a person
nominated by a member to enjoy information rights
under Section 146 of the Companies Act 2006 (a
‘Nominated Person’) should note that the provisions in
notes (a) and (b) above concerning the appointment
of a proxy or proxies to attend the meeting in place
of a member, do not apply to a Nominated Person as
only shareholders have the right to appoint a proxy.
However, a Nominated Person may have a right under
an agreement between the Nominated Person and
the member by whom he or she was nominated to be
appointed, or to have someone else appointed, as a proxy
for the meeting. If a Nominated Person has no such proxy
appointment right or does not wish to exercise it, he/she
may have a right under such an agreement to give
instructions to the member as to the exercise of voting
rights at the meeting.
(f) Section 319A of the Companies Act 2006 requires the
Directors to answer any question raised at the AGM
which relates to the business of the meeting although
no answer need be given (a) if to do so would interfere
unduly with the preparation of the meeting or involve
disclosure of confidential information; (b) if the answer
has already been given on the Company’s website; or (c)
if it is undesirable in the best interests of the Company or
the good order of the meeting.
Questions from our shareholders in relation to the AGM
can be sent via email to AIMAGM@octopusinvestments.
com. The Company may, however, elect to provide
answers to questions raised within a reasonable period of
days after the conclusion of the AGM.
(g) Members satisfying the thresholds in Section 527 of the
Companies Act 2006 can require the Company to publish
a statement on its website setting out any matter relating
to (a) the audit of the Company’s accounts (including
the auditor’s report and the conduct of the audit) that
are to be laid before the AGM; or (b) any circumstances
connected with an auditor of the Company ceasing to
hold office since the last AGM, that the members propose
to raise at the meeting. The Company cannot require the
members requesting the publication to pay its expenses.
Any statement required to be placed on the website must
also be sent to the Company’s auditors no later than the
Notice of Annual General Meeting continued
95 Octopus AIM VCT plc – Annual report and financial statements 2026
Notice of Annual General Meeting continued
time it makes its statement available on the website. The
business which may be dealt with at the meeting includes
any statement that the Company has been required to
publish on its website.
(h) Under Sections 338 and 338A Companies Act 2006,
members meeting the threshold requirements in those
sections have the right to require the Company:
(i) to give, to members of the Company entitled to
receive notice of the meeting, notice of a resolution
which may properly be moved and is intended to be
moved at the meeting; and/or
(ii) to include in the business to be dealt with at the
meeting any matters (other than a proposed
resolution) which may be properly included in the
business.
A resolution may properly be moved or a matter may
properly be included in the business unless:
(i) (in the case of a resolution only) it would, if passed,
be ineffective (whether by reason of inconsistency
with any enactment or the Company’s constitution or
otherwise);
(ii) it is defamatory of any person; or
(iii) it is frivolous or vexatious.
Such a request may be in hard copy form or in electronic
form, and must identify the resolution of which notice is
to be given or the matter to be included in the business,
must be authorised by the person or persons making
it, must be received by the Company not later than six
weeks before the meeting, and (in the case of a matter to
be included in the business only) must be accompanied
by a statement setting out the grounds for the request.
(i) A copy of the Notice of AGM and the information required
by Section 311A Companies Act 2006 is included on the
Company’s website, www.octopusinvestments.com
under Venture Capital Trusts. Copies of the Directors’
letters of appointment, the register of Directors’
interests in the Ordinary shares of the Company kept
in accordance with the Listing Rules and a copy of
the Memorandum and Articles of Association of the
Company will be available for inspection at the registered
office of the Company during usual business hours on
any weekday from the date of this notice until the AGM,
and at the place of that meeting for at least 15 minutes
prior to the commencement of the meeting until its
conclusion.
(j) As at 15 June 2026 (being the last practicable date prior
to the publication of this Notice) the Company’s issued
share capital consists of 249,675,620 Ordinary shares,
carrying one vote each. Therefore, the total voting rights
in the Company as at 15 June 2026 are 249,675,620.
Octopus AIM VCT plc – Annual report and financial statements 2026 96
Intentionally blank.
97 Octopus AIM VCT plc – Annual report and financial statements 2026
020 7710 6475
investorrelations@octopus-capital.com
octopus-capital.com
Octopus Capital
33 Holborn
London EC1N 2HT
Octopus Investments Limited is authorised and regulated in the UK by the Financial Conduct Authority. Registered in England and Wales No. 03942880. VAT No. 766 0776 96.
We may record telephone calls to help improve our customer service.