Octopus AIM VCT plc # Annual Report 2026 Company number: 03477519 octopus investments A brighter way Octopus AIM VCT plc – Annual report and financial statements 2026 ![img-0.jpeg](img-0.jpeg) --- 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 --- # Contents ## 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 ## Key dates - Annual General Meeting - Final dividend payment date - Half-yearly results to 31 August 2026 announced - Annual results to 28 February 2027 announced 23 July 2026 28 August 2026 November 2026 June 2027 ![img-1.jpeg](img-1.jpeg) **Key financials** p.1 ![img-2.jpeg](img-2.jpeg) **Investment Manager's review** p.10 ![img-3.jpeg](img-3.jpeg) **Financials** p.53 Octopus AIM VCT plc – Annual report and financial statements 2026 3 --- # Key financials | **Net assets (£'000)** **£107,484** 2025: £115,383 | **Profit/(loss) after tax (£'000)** **£2,790** 2025: £(6,079) | **Net asset value (NAV) per share^{1}** **46.8p** 2025: 50.6p | | --- | --- | --- | | **Dividends per share paid in year (excluding special dividends)** **5.0p** 2025: 5.0p | **NAV total return^{2}** **2.4%** 2025: (4.4)% | **Final dividend proposed^{3}** **2.5p** 2025: 2.5p | | **Special dividend paid^{4}** **4.6p** 2025: 4.9p | **Ongoing charges^{5}** **2.2%** 2025: 2.3% | **Cumulative dividends paid since launch^{6}** **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. 1 Octopus AIM VCT plc – Annual report and financial statements 2026 --- # AIM VCT industry developments 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. ## VCT Sunset Clause 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 Investment Rule Changes ![img-4.jpeg](img-4.jpeg) ## London Stock Exchange 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. Octopus AIM VCT plc – Annual report and financial statements 2026 2 --- # 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. 3 Octopus AIM VCT plc – Annual report and financial statements 2026 --- ## Chair's statement continued 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 become 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 £156 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 4.6p 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. Octopus AIM VCT plc – Annual report and financial statements 2026 4 --- ## 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. 5 Octopus AIM VCT plc – Annual report and financial statements 2026 --- ## Chair's statement continued ### 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 ![img-5.jpeg](img-5.jpeg) Octopus AIM VCT plc – Annual report and financial statements 2026 6 --- # The Investment Manager ## Octopus Quoted Companies Team With breadth and experience through the cycles, we are the largest AIM investors and investment team. ![img-6.jpeg](img-6.jpeg) ![img-7.jpeg](img-7.jpeg) ![img-8.jpeg](img-8.jpeg) ![img-9.jpeg](img-9.jpeg) ![img-10.jpeg](img-10.jpeg) ![img-11.jpeg](img-11.jpeg) ![img-12.jpeg](img-12.jpeg) ![img-13.jpeg](img-13.jpeg) ![img-14.jpeg](img-14.jpeg) ![img-15.jpeg](img-15.jpeg) **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. 7 Octopus AIM VCT plc – Annual report and financial statements 2026 ![img-16.jpeg](img-16.jpeg) --- ## The Investment Manager continued ### 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 comanager 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. ![img-17.jpeg](img-17.jpeg) Octopus AIM VCT plc – Annual report and financial statements 2026 8 --- # The Investment Manager continued ## 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 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 9 Octopus AIM VCT plc – Annual report and financial statements 2026 --- # Investment Manager's review ## 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. Octopus AIM VCT plc – Annual report and financial statements 2026 10 --- ## Investment Manager's review continued ### 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 inside 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. Bleepo, 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 DKRX 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. Pipsa 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. 11 Octopus AIM VCT plc – Annual report and financial statements 2026 --- # Investment Manager's review continued ## 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. | 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** Follow-on | **£0.9 million** Follow-on | **£0.6 million** Follow-on | **£0.1 million** Follow-on | **£0.2 million** Follow-on | **£1.2 million** New | **£1.8 million** New | **£1.1 million** 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 OTCGB 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 ainside 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. | Octopus AIM VCT plc – Annual report and financial statements 2026 12 --- # Investment Manager's review continued # 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 Fornox 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. # Significant realisations [LOGO] Breedon Group Cash proceeds: £6.4 million Invested: £0.9 million Investment 2010 date: Profit 610% return: Sector: Construction & Building ![img-18.jpeg](img-18.jpeg) [LOGO] Learning Technologies Group Cash proceeds: £4.6 million Invested: £1.1 million Investment 2011 date: Profit 315% return: Sector: Support Services ![img-19.jpeg](img-19.jpeg) [LOGO] [LOGO] Intelligent Ultrasound Group Cash proceeds: £2.8 million Invested: £2.2 million Investment 2010 date: Profit 25% return: Sector: Engineering & Machinery ![img-20.jpeg](img-20.jpeg) [LOGO] Hasgrove Cash proceeds: £9.6 million Invested: £0.1 million Investment 2006 date: Profit 9,500% return: Sector: Unquoted ![img-21.jpeg](img-21.jpeg) 13 Octopus AIM VCT plc – Annual report and financial statements 2026 --- # 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 ![img-22.jpeg](img-22.jpeg) Octopus AIM VCT plc – Annual report and financial statements 2026 14 --- ## Investment Manager's review continued ### Company spotlight 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 | **IPO date** | April 2014 | | --- | --- | --- | --- | | **Sector** | Industrial Materials | **Market cap^{1}** | £4 million | | **HQ** | Carmarthenshire, England | | | 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.”** 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. N NETCALL 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 | **IPO date** | July 2010 | | --- | --- | --- | --- | | **Sector** | Construction and Materials | **Market cap^{1}** | £20 million | | **HQ** | Bedford, England | | | 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.”** 15 Octopus AIM VCT plc – Annual report and financial statements 2026 --- ## Investment Manager's review continued ![img-23.jpeg](img-23.jpeg) ### 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. | Portfolio | Sector | Investment cost | Fair value of investment | | --- | --- | --- | --- | | 1 Popsa | Unquoted Investment | £1,590,000 | £5,373,000 | | 2 NETCALL | Software and Computer Services | £308,000 | £3,316,000 | | 3 AURRIGO | Technology Hardware and Equipment | £1,657,000 | £3,199,000 | | 4 idox | Software and Computer Services | £311,000 | £2,920,000 | | 5 BM BROOKS MACDONALD | Investment Banking and Brokerage Services | £746,000 | £2,527,000 | | 6 havdale | Industrial Materials | £2,797,000 | £2,438,000 | | 7 Craneware | Health Care Providers | £183,000 | £2,084,000 | | 8 pc/pol | Software and Computer Services | £1,294,000 | £1,932,000 | | 9 Judges Scientific plc | Electronic and Electrical Equipment | £236,000 | £1,826,000 | | 10 Diaceutics | Health Care Providers | £930,000 | £1,823,000 | $^{1}$ After the year end, the Company realised its investment in IDOK plc for proceeds of £2,957,240. Octopus AIM VCT plc - Annual report and financial statements 2026 16 --- ## Investment Manager's review continued Top 10 ### 1 Popso Holdings Limited Popso 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. Popso is a pioneer in the use of narrow AI technology for the personalised gift market. #### www.popso.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: | £3,191,000 | | 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 | 17 Octopus AIM VCT plc – Annual report and financial statements 2026 --- ## Investment Manager's review continued ### 4 Idox plc¹ 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 | ### 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 | ### 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 | ¹ After the year end, the Company realised its investment in Idox plc for proceeds of £2,957,240. Octopus AIM VCT plc – Annual report and financial statements 2026 18 --- ## Investment Manager's review continued ### 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 | ### 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 DIRX 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 | 19 Octopus AIM VCT plc – Annual report and financial statements 2026 --- ## Investment Manager's review continued ### 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. ![img-24.jpeg](img-24.jpeg) ### 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. ![img-25.jpeg](img-25.jpeg) 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. 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. Octopus AIM VCT plc = Annual report and financial statements 2026 20 --- # Section 172 statement ## 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-year 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. 21 Octopus AIM VCT plc – Annual report and financial statements 2026 --- ## Section 172 statement continued ### 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. **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.** Octopus AIM VCT plc – Annual report and financial statements 2026 22 --- ## Section 172 statement continued ### Our key stakeholders #### Shareholders ##### 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. ##### 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. #### Portfolio companies ##### 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. ##### 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. #### Octopus and suppliers ##### 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; Parmure 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 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. 23 Octopus AIM VCT plc – Annual report and financial statements 2026 --- ## Section 172 statement continued ### Our key stakeholders continued #### Community and environment ##### 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. ##### 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. #### Government and regulators ##### 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 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. Octopus AIM VCT plc – Annual report and financial statements 2026 24 --- # Business review ## 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 TIOM 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 national 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. 25 Octopus AIM VCT plc – Annual report and financial statements 2026 --- ## Business review continued 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 ![img-26.jpeg](img-26.jpeg) Octopus AIM VCT plc – Annual report and financial statements 2026 26 --- ## 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) 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. ![img-27.jpeg](img-27.jpeg) #### 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 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. ![img-28.jpeg](img-28.jpeg) #### 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. * These KPIs are defined as alternative performance measures (APMs) and are defined in more detail on the Glossary of terms on page 90. 27 Octopus AIM VCT plc – Annual report and financial statements 2026 --- ## Business review continued ### 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 based on the prior year-end share price, whichever is greater at the time. ![img-29.jpeg](img-29.jpeg) #### 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% 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 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. ![img-30.jpeg](img-30.jpeg) #### 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. ![img-31.jpeg](img-31.jpeg) #### 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. $^{1}$ 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 --- # 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 | | --- | --- | --- | | **Investment risk:** The focus of the Company's investments is into VCT qualifying companies quoted on AIM and the AGSE, 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 AGSE 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 | | **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. 29 Octopus AIM VCT plc – Annual report and financial statements 2026 --- ## Risk and risk management continued ### Risk **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. ### Risk **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. ### Mitigation 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. ### Mitigation 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. ### Change 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. ### Change 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. 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 and risk management continued ### Risk **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. ### Mitigation 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. ### Change$^{1}$ 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 **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. ### Mitigation 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. ### Change$^{1}$ 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. $^{1}$ 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 and risk management continued Risk **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. Risk **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. Mitigation 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 OECs, which can be accessed at short notice. As at 28 February 2026, 31.7% of net assets were held in cash and cash equivalents and 12.2% in OECs, realisable in seven business days. Mitigation 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. Change¹ 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. Change¹ 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. Octopus AIM VCT plc – Annual report and financial statements 2026 32 --- ## Risk and risk management continued ### 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 1R, 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 | - | - | | $^{1}$ 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. 33 Octopus AIM VCT plc – Annual report and financial statements 2026 --- # 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. Octopus AIM VCT plc – Annual report and financial statements 2026 34 --- ## 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 (tCO_{2}e) | 1,722 | 18,221 | (91%) | | Scope 3 emissions (tCO_{2}e) | 9,993 | 77,232 | (87%) | | Scope 1 & 2 footprint (tCO_{2}e/mGBP invested) | 16 | 170 | (91%) | | Scope 1 & 2 weighted average carbon intensity (tCO_{2}e/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 $^{1}$ Source: Bloomberg. 35 Octopus AIM VCT plc – Annual report and financial statements 2026 --- # Governance | Board of Directors | 37 | | --- | --- | | Directors' report | 38 | | Corporate governance report | 42 | | Audit Committee report | 47 | | Directors' remuneration report | 49 | Octopus AIM VCT plc – Annual report and financial statements 2026 36 --- # 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. 37 Octopus AIM VCT plc - Annual report and financial statements 2026 --- # 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. Octopus AIM VCT plc – Annual report and financial statements 2026 38 --- ## Directors' report continued 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. 39 Octopus AIM VCT plc - Annual report and financial statements 2026 --- ## Directors' report continued 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 Octopus AIM VCT plc – Annual report and financial statements 2026 40 --- ## Directors' report continued 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 41 Octopus AIM VCT plc - Annual report and financial statements 2026 --- # 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 Octopus AIM VCT plc – Annual report and financial statements 2026 42 --- ## Corporate governance report continued 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. $^{1}$ David Docherty was appointed as a Director on 23 July 2025. 43 Octopus AIM VCT plc - Annual report and financial statements 2026 --- ## Corporate governance report continued ### 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. Octopus AIM VCT plc - Annual report and financial statements 2026 44 --- ## Corporate governance report continued 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 45 Octopus AIM VCT plc - Annual report and financial statements 2026 --- ## 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 Octopus AIM VCT plc – Annual report and financial statements 2026 46 --- # 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. 47 Octopus AIM VCT plc - Annual report and financial statements 2026 --- ## Audit Committee report continued ### 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 Octopus AIM VCT plc – Annual report and financial statements 2026 48 --- # 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. 49 Octopus AIM VCT plc - Annual report and financial statements 2026 --- ## 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 February 2026 £'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. Octopus AIM VCT plc – Annual report and financial statements 2026 50 --- ## 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 Ip are shown in the table below: | | Ordinary shares of Ip each 28 February 2026 | Ordinary shares of Ip 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 $^{1}$ David Docherty was appointed as a Director on 23 July 2025. $^{2}$ Neal Ransome retired as a Director on 23 July 2025. 51 Octopus AIM VCT plc - Annual report and financial statements 2026 --- # 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 | Octopus AIM VCT plc – Annual report and financial statements 2026 52 --- # Directors' responsibilities statement 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 53 Octopus AIM VCT plc – Annual report and financial statements 2026 --- # Independent auditor's report to the members of Octopus AIM VCT plc ## Opinion on the financial statements In our opinion the financial statements: - give a true and fair view of the state of the Company's affairs as at 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 PRC'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. Octopus AIM VCT plc – Annual report and financial statements 2026 54 --- ## Independent auditor's report to the members of Octopus AIM VCT plc continued 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 | ✓ | | **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. For these reasons we considered the valuation and existence of unquoted and quoted investments to be a key audit matter. 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 past 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. ### 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. 55 Octopus AIM VCT plc – Annual report and financial statements 2026 --- ## Independent auditor's report to the members of Octopus AIM VCT plc continued ### 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. Octopus AIM VCT plc – Annual report and financial statements 2026 56 --- ## Independent auditor's report to the members of Octopus AIM VCT plc continued ### 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. | 57 Octopus AIM VCT plc – Annual report and financial statements 2026 --- # Independent auditor's report to the members of Octopus AIM VCT plc continued ## 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. Octopus AIM VCT plc – Annual report and financial statements 2026 58 --- ## Independent auditor's report to the members of Octopus AIM VCT plc continued 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). 59 Octopus AIM VCT plc – Annual report and financial statements 2026 --- # Income statement | | Notes | Year to 28 February 2026 | | | Year to 28 February 2025 | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | 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. Octopus AIM VCT plc – Annual report and financial statements 2026 60 --- # Balance sheet | | Notes | As at 28 February 2026 | | As at 28 February 2025 | | | --- | --- | --- | --- | --- | --- | | | | £'000 | £'000 | £'000 | £'000 | | Fixed asset investments | 10 | | 62,357 | | 81,536 | | Current assets: | | | | | | | Investments | 11 | 13,086 | | 14,283 | | | Money market funds | 11 | 29,468 | | 18,204 | | | Debtors | 12 | 364 | | 252 | | | Applications cash | 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. * Cash held but not yet allotted. 61 Octopus AIM VCT plc – Annual report and financial statements 2026 --- # 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 | 15 | 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, £19,878,000 of the special reserve is distributable under this restriction. Octopus AIM VCT plc – Annual report and financial statements 2026 62 --- ## 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. 63 Octopus AIM VCT plc – Annual report and financial statements 2026 --- # Cash flow 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) | Octopus AIM VCT plc – Annual report and financial statements 2026 64 --- ## Cash flow 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. 65 Octopus AIM VCT plc – Annual report and financial statements 2026 --- # Notes to the financial statements ## 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 OECs 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. Octopus AIM VCT plc – Annual report and financial statements 2026 66 --- ## Notes to the financial statements continued 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 on 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. 67 Octopus AIM VCT plc – Annual report and financial statements 2026 --- ## Notes to the financial statements continued **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). Octopus AIM VCT plc – Annual report and financial statements 2026 68 --- ## Notes to the financial statements continued 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). 69 Octopus AIM VCT plc – Annual report and financial statements 2026 --- ## Notes to the financial statements continued ### 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. Octopus AIM VCT plc – Annual report and financial statements 2026 70 --- ## Notes to the financial statements continued 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 | (3.4p) | (2.9p) | 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 71 Octopus AIM VCT plc – Annual report and financial statements 2026 --- ## Notes to the financial statements continued 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** | Octopus AIM VCT plc – Annual report and financial statements 2026 72 --- ## Notes to the financial statements continued 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 Papsa 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. 73 Octopus AIM VCT plc – Annual report and financial statements 2026 --- ## Notes to the financial statements continued ### 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 | | --- | --- | --- | | OECs: | | | | 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** | **39,153** | ### 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. Octopus AIM VCT plc – Annual report and financial statements 2026 74 --- ## Notes to the financial statements continued ### 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 | 8,893,158 | 49.1 | 4,363,000 | | 22 May 2025^{1} | 43,383 | 50.1 | 22,000 | | 28 August 2025^{2} | 2,227,986 | 47.9 | 1,067,000 | | 27 January 2026 | 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. $^{1}$ Shares issued as a result of reduced adviser charges. $^{2}$ Shares issued under the Dividend Reinvestment Scheme (DRIS). 75 Octopus AIM VCT plc – Annual report and financial statements 2026 --- ## Notes to the financial statements continued ### 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, OECs, 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 | | OECs | 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 Octopus AIM VCT plc – Annual report and financial statements 2026 76 --- ## Notes to the financial statements continued 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. 77 Octopus AIM VCT plc – Annual report and financial statements 2026 --- ## Notes to the financial statements continued ### 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. Octopus AIM VCT plc – Annual report and financial statements 2026 78 --- ## Notes to the financial statements continued 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: - 5 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. 79 Octopus AIM VCT plc – Annual report and financial statements 2026 --- # 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% | | Aunigo 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% | 17.77% | 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% | | OB 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% | Octopus AIM VCT plc – Annual report and financial statements 2026 80 --- ## 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 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Animalscare 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% | | Windsor 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% | | Itaconic 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% | 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 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Gamma Communications plc | Telecommunications Service Providers | 274 | 368 | 642 | (303) | 0.08% | 0.70% | 0.60% | | Ilka 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) | 2.50% | 8.31% | 0.53% | | Tan Delta Systems plc | Electronic and Electrical Equipment | 453 | 87 | 540 | 227 | 2.38% | 3.97% | 0.50% | | TPKimpact 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% | 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 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Crimson Tide plc | Software and Computer Services | 567 | (397) | 170 | 19 | 2.87% | 4.79% | 0.16% | | Oelon 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% | | TheraCryT 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%** | 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 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | **Unquoted equity investments** | | | | | | | | | | Papao 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%** | 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 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | **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%** | 85 Octopus AIM VCT plc – Annual report and financial statements 2026 --- # Information and contact details ## 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 Octopus AIM VCT plc – Annual report and financial statements 2026 86 --- ## Information and contact details continued 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 overallotment 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 overallotment facility with Octopus AIM VCT 2 plc during the year to 28 February 2017; - Combined total up to £30 million with a £10 million overallotment facility with Octopus AIM VCT 2 plc during the year to 28 February 2018; - Combined total up to £20 million with a £10 million overallotment facility with Octopus AIM VCT 2 plc during the year to 28 February 2019; - Combined total up to £20 million with a £10 million overallotment facility with Octopus AIM VCT 2 plc during the year to 29 February 2020; - Combined total up to £20 million with a £10 million overallotment facility with Octopus AIM VCT 2 plc during the year to 28 February 2021; - Combined total up to £30 million with a £10 million overallotment facility with Octopus AIM VCT 2 plc during the year to 28 February 2022; - Combined total up to £20 million with a £10 million overallotment facility with Octopus AIM VCT 2 plc during the year to 28 February 2023; - Combined total up to £20 million with a £10 million overallotment 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 overallotment 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 overallotment 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 ss80A: - 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 87 Octopus AIM VCT plc – Annual report and financial statements 2026 --- ## Information and contact details continued ### 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. Octopus AIM VCT plc – Annual report and financial statements 2026 88 --- # Information and contact details continued ## 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. 89 Octopus AIM VCT plc – Annual report and financial statements 2026 --- # 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. Octopus AIM VCT plc – Annual report and financial statements 2026 90 --- # 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) 213800C5JHJUGLAFP619 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 LB: 213800C5JHJUGLAFP619 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 RG11 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 91 Octopus AIM VCT plc – Annual report and financial statements 2026 --- # 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). Octopus AIM VCT plc – Annual report and financial statements 2026 92 --- # 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 93 Octopus AIM VCT plc - Annual report and financial statements 2026 --- ## Notice of Annual General Meeting continued ### 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 Payllons, 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 37A 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 Octopus AIM VCT plc – Annual report and financial statements 2026 94 --- ## 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 31A 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. 95 Octopus AIM VCT plc – Annual report and financial statements 2026 --- Intentionally blank. Octopus AIM VCT plc – Annual report and financial statements 2026 96 --- 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. Octopus AIM VCT plc – Annual report and financial statements 2026