REG-Annual report and financial statements for the year ended 31 December 2025
29/04/2026 07:00
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OCTOPUS TITAN VCT PLC
Annual report and financial statements for the year ended 31 December 2025
Octopus Titan VCT plc (‘Titan’ or the ‘Company’) is managed by Octopus
AIF Management Limited (the ‘Manager’), which has delegated investment
management to Octopus Investments Limited (‘Octopus’ or ‘Portfolio
Manager’) via its investment team Octopus Ventures.
Titan’s mission is to invest in the people, ideas and industries that will
change the world.
Key financials
2025 2024
Net assets (£’000) £732,844 £831,358
Loss after tax (£’000) £(90,535) £(147,649)
NAV per share 44.5p 50.5p
Total value per share (1) 150.1p 155.6p
Total return per share (2) (5.5)p (8.8)p
Total return per share % (3) (10.9)% (14.1)%
Dividends paid in the year 0.5p 3.1p
Dividend yield % (4) 1.0% 5.0%
Total ongoing charges (5) 2.3% 2.5%
1. Total value per share is an alternative performance measure, calculated as
Net Asset Value (NAV) plus cumulative dividends paid since launch.
2. Total return per share is an alternative performance measure, calculated as
movement in NAV per share in the period plus dividends paid in the period.
3. Total return % is an alternative performance measure, calculated as total
return/opening NAV.
4. Dividend yield is an alternative performance measure, calculated as
dividends paid/opening NAV.
5. The ongoing charges ratio has been calculated using the AIC recommended
methodology and excludes irrecoverable VAT, exceptional costs and trail
commission.
Chair’s statement
Titan’s total return for the year to 31 December 2025 was minus 10.9% with
net assets at the end of the period totalling £733 million.
The year has been extremely challenging, and the further decline in Net Asset
Value (NAV) will be deeply disappointing to shareholders. NAV per share
decreased from 50.5p at 31 December 2024 to 44.5p at 31 December 2025, a total
return reduction of -10.9%, after adding back dividends paid.
The decline in NAV during the period was driven primarily by a small number of
significant write-offs and disposals at minimal or nil value, which together
accounted for the majority of the reduction in value. Excluding these items,
the net movement in portfolio valuations was comparatively modest. Although
headline stock market indices ended the year strongly, particularly in the
United States, the broader market for venture-backed growth businesses, which
is more relevant to Titan’s portfolio, remained subdued.
Investor caution persisted throughout the year. In private markets, the number
of venture capital transactions declined compared with the previous year.
While overall deal values were supported by a small number of large AI
financings in the US, capital has remained concentrated in fewer companies and
managers. Exit activity continued to be limited, constraining liquidity and
reducing opportunities for value realisation.
Against this backdrop, many portfolio companies have continued to prioritise
profitability, extended cash runway and strengthened balance sheets rather
than pursuing topline growth. While this more disciplined approach enhances
financial resilience and improves long-term prospects, it has resulted in
slower revenue growth and lower valuations in the near term.
With this further decline in NAV, the five-year tax-free annual compound
return for shareholders is now –6.6% (excluding initial income tax relief).
Since the High Water Mark (HWM) at 31 December 2021, Titan’s total return
per share has been –45.0%.Titan’s one-year total return was –5.5p
(–10.9%), five-year total return was –27.9p (–28.8%) and ten-year total
return was –4.6p (–4.5%).
During the year, the Company utilised £45 million of cash resources,
comprising £15 million in follow-on investments, £8 million in dividends and
£22 million in management fees and other running costs.
Cash and corporate bonds totalled £154 million at 31 December 2025,
representing 21% of net assets compared to £184 million and 22% as at 31
December 2024.
As part of the revised arrangements following the Strategic Review, there will
be a tiered annual management fee structure linked to the NAV, allowing Titan
to benefit from any available economies of scale. Based on the NAV as at 31
December 2025, the resulting reduction in total annual management and
non-investment services fees is approximately 16% compared to the previous fee
arrangements. Octopus also committed to a fee rebate mechanism during the
Transition Period. This period runs from the conclusion of the Strategic
Review until agreed guardrails are met, defined as specific quantitative
thresholds and conditions relating to portfolio performance and asset
realisations. If these performance and realisation targets are not achieved,
Octopus will rebate up to 20% of the annual management fee, effective from the
date of the new agreement. As a result, a full rebate of 20%, equivalent to
£0.9 million, has been recognised in respect of the period from 11 September
to 31 December 2025.
Conclusion of the Strategic Review
As shareholders are aware, following a prolonged period of disappointing
performance, the Board initiated a Strategic Review in September 2024. The
outcome of that review was communicated in detail in the Shareholder Circular
published on 12 September 2025.
The review considered a broad range of options to address performance,
liquidity and shareholder returns. It concluded that the most appropriate
course of action is to prioritise improving the performance and realisation
prospects of the existing portfolio, rather than pursuing new investments at
scale in the current market environment.
Revised Strategy and Investment policy
As part of the actions taken ahead of and reinforced by the Strategic Review,
the Company has been operating a portfolio-first strategy since mid-2024.
During the Transition Period this approach will continue. Resources and
capital are being directed primarily towards supporting existing portfolio
companies, strengthening operational performance, and progressing liquidity
events.
Only when the Board is convinced that Titan is operating at or close to
sustainable levels is it likely that Titan will seek to fundraise and make new
investments, with a modified investment strategy focused on later-stage
companies in the fintech and healthcare technology sectors.
A new Investment policy was approved by shareholders at the General Meeting
held on 14 October 2025.
Objectives, guardrails and oversight
To support this revised strategy, the Board has refreshed the Company’s key
objectives to reflect the priorities during the Transition Period, including
stabilising NAV, improving realisations and restoring long-term
sustainability.
In addition, a defined framework of performance guardrails has been agreed
with Octopus. These cover key metrics including NAV total return, cash
realisations, share buybacks, dividend cover (the extent to which realised
proceeds fund dividends and operating costs), cash resources as a percentage
of NAV and the relationship between fundraising and buybacks. For each metric,
agreed reporting requirements and threshold levels (including target operating
levels and warning levels) provide a structured framework for oversight and
timely intervention where necessary.
For the period to 31 December 2025, the Company has not met its guardrail
metrics, primarily reflecting lower levels of realisations and weaker net
performance during the period. The Board will continue to monitor progress
closely over the coming months and will consider further action if required.
Effective from 11 September 2025, a new Investment Management and
Non-Investment Services Agreement (IMNISA) has also been implemented. This
simplifies the previous fee arrangements into a single, lower combined fee and
introduces a tiered structure linked to NAV. As a result, the ongoing charges
ratio will vary in line with NAV. Based on average net assets, the management
fee equates to 1.9% of net assets, representing a reduction of approximately
0.2 percentage points compared with how this was previously calculated. No
performance fees will be payable before 1 January 2034 and only then if the
total value per share (NAV plus cumulative dividends since launch) exceed the
existing HWM of 197.7 pence per share (set at 31 December 2021). The current
total value per share is 150.1p. The new IMNISA also reduces the notice period
for termination from three years to one year, enhancing the Board’s
flexibility to act in shareholders’ best interests.
Taken together, the revised strategy, refreshed objectives, guardrails and
improved fee alignment provide a clearer governance framework as the Company
works to stabilise performance and rebuild long-term value.
Dividends
In determining dividend payments, the Board must carefully consider the
Company’s investment performance, the level and timing of cash realisations,
available cash, Companies Act and VCT distributable reserves, and continued
compliance with VCT regulations.
As shareholders are aware, realisation activity during 2025 has been
materially below historical levels. Only £6.5 million of realisation proceeds
were received in the year against an opening portfolio valuation of £641
million. In these circumstances and in line with the conclusions of the
Strategic Review, with the renewed emphasis on sustainability and capital
discipline, the Board has decided not to declare a dividend in respect of the
year ended 31 December 2025. The dividend reinvestment scheme (DRIS) remains
suspended. The Board does not currently anticipate restarting the DRIS until
the Transition Period is well progressed and the Company is operating close to
sustainable levels of performance and cash realisations.
We fully recognise that this will be disappointing to shareholders,
particularly given the importance many place on receiving regular tax-free
income. However, dividends are ordinarily paid from realised investment gains,
and the Company has not generated sufficient realised returns in the current
environment. The Board does not believe it would be prudent to return capital
in the absence of meaningful realisations or clear visibility on near-term
exits.
Considering dividends paid during 2025 (totalling 0.5p), the total dividend
yield for the year is 1%, therefore not meeting the Company’s target of 5%.
The Board will continue to monitor performance and liquidity closely during
2026. Should realisation activity improve, the Board will consider whether it
is appropriate to resume dividend payments later in the year. Dividends remain
at the discretion of the Board and are not guaranteed.
Share buybacks
The Board understands shareholders value liquidity and the ability to sell
shares back to the Company. We remain committed to balancing this objective
with prudent capital management and full compliance with VCT regulations.
In its Circular to shareholders dated 11 September 2025, the Company advised
that its ‘ability to pay dividends and conduct share buybacks during the
Transition Period will be highly dependent on the level of cash realisations
achieved from its portfolio.’ Any buyback must operate within specific
regulatory and shareholder-approved limits and when conditions allow, the
Company plans to offer a share buyback exercise.
At present, Titan’s shares trade in the secondary market at a significant
discount to the NAV as at 31 December 2025. Under the current authorities and
pricing constraints, this means the Company is unable to conduct buybacks in a
manner that is both compliant and fair to shareholders.
In addition, given the subdued level of realisations and the need to preserve
cash to support the existing portfolio during the Transition Period, the Board
believes it is appropriate to prioritise financial stability.
We will continue to monitor market conditions, liquidity within the portfolio,
and the Company’s distributable reserves. Should circumstances improve, and
subject to regulatory requirements, the Board would like to reintroduce
buybacks in the future.
VCT status
In the November 2025 Budget, the Government announced two changes affecting
VCTs. Firstly, the investee company annual investment limits for VCTs have
been increased. This increase supports Titan’s ability to continue investing
in qualifying companies in its existing portfolio, aligns with its intention
to place greater emphasis on later-stage opportunities in the future, and
should provide greater flexibility over time.
Secondly, the rate of upfront income tax relief for new VCT subscriptions
reduced from 30% to 20% for investments made on or after 6 April 2026. While
VCTs will continue to offer income tax relief, tax-free dividends and
exemption from capital gains tax on disposal, the reduction in upfront relief
may impact investor demand across the sector. Given that Titan has no plans to
fundraise or re-open the DRIS while in the Transition Period, this change will
have no immediate impact.
Board of Directors
Jane O’Riordan retired from the Board on 4 December 2025 following many
years of service. It has been a pleasure to work with Jane, and I would like
to take this opportunity to thank her on behalf of the Board and the
shareholders for her substantial contribution over the years and help in
guiding Titan through the Strategic Review.
In December 2025, it was announced that Julie Nahid Rahman, who joined the
Board on 1 August 2023, was appointed as Chair of the Company’s Nomination
and Remuneration Committee, a role which I previously held.
Portfolio Manager and team
In December 2025, Zihao Xu, a Partner at Octopus Ventures, was appointed Lead
Fund Manager for Titan. Zihao joined Octopus Ventures in 2016 and is a
long-standing member of the investment team. Jamie Kennell, a Senior Partner
at Octopus Ventures, was appointed Lead Portfolio Partner, having joined the
team in October 2025 to lead portfolio strategy.
Annual General Meeting (AGM)
The AGM will take place on 18 June 2026 at 11:00am and will be held at the
offices of Octopus Investments Limited, 33 Holborn, London, EC1N 2HT. Full
details of the business to be conducted at the AGM are given in the Notice of
AGM.
Shareholders’ views are important, and the Board encourages shareholders to
vote on the resolutions within the Notice of AGM using the proxy form, or
electronically at www.investorcentre.co.uk/eproxy. Shareholders are invited to
send any questions they may have via email to TitanAGM@octopusinvestments.com.
The Board has carefully considered the business to be approved at the AGM and
recommends shareholders to vote in favour of all the resolutions being
proposed, as the Board will be doing.
Outlook
Performance over the past four years has been materially below expectations.
Realisation levels remain insufficient to support sustainable distributions to
shareholders, either by way of dividends or share buybacks, and valuations
across most venture-backed businesses continue to reflect cautious investor
sentiment.
However, with the Strategic Review now concluded and the transition framework
in place, the focus shifts firmly to delivery and sustainable recovery.
The year ahead must demonstrate tangible progress. In practical terms, this
means seeking, as a minimum, stability in NAV, an improvement in realisation
activity and clear evidence that portfolio companies are strengthening their
operational performance. These are the foundations upon which any sustainable
recovery must be built.
The agreed guardrails provide measurable benchmarks against which performance
will be assessed, and the enhanced reporting structure increases
accountability.
We will continue to track progress against these metrics during 2026 and
beyond.
Market conditions remain uneven and the outlook for 2026 is subject to
heightened macroeconomic and geopolitical uncertainty. While public markets
have shown resilience in certain sectors, exit markets for venture-backed
companies are still recovering. A meaningful return to growth will depend on
improved liquidity conditions and successful realisations at appropriate
valuations. Until then, disciplined capital management and careful cash
preservation remain essential. The Board is mindful of the escalation of
conflict in the Middle East subsequent to the year end. As this has occurred
after 31 December 2025, its potential impact is not reflected in the
Company’s valuations at the balance sheet date. The situation remains highly
uncertain and the Board, together with the Manager, continues to monitor
developments closely and assess any potential implications for the portfolio
and broader market conditions.
As funding markets normalise, those businesses that have strengthened their
balance sheets and moved closer to profitability should be better positioned
to attract buyers or strategic investors.
The Board is fully aware that confidence must be earned through results.
Encouragingly, realisation activity has shown improvement since the year end,
with proceeds of £22.8 million received in 2026 to date, and further proceeds
expected from transactions that are in advanced stages. While it remains too
early to draw firm conclusions, this supports the Board’s focus on
increasing cash realisations from the portfolio. We remain committed to
restoring sustainable performance over time and will update shareholders on
progress in the half-yearly report.
Tom Leader
Chair
Portfolio Manager’s review
Focus on performance
The NAV of 44.5p per share at 31 December 2025 represents a decrease in NAV of
5.5p per share versus a NAV of 50.5p per share as at 31 December 2024, after
adding back dividends paid during the year of 0.5p (2024: 3.1p) per share, a
negative total return per share of minus 10.9% in the year.
The performance over the five years to 31 December 2025 is shown below:
Year ended Year ended Year ended Year ended Year ended
31 December 31 December 31 December 31 December 31 December
2021 2022 2023 2024 2025
NAV, p 105.7 76.9 62.4 50.5 44.5
Cumulative dividends paid, p 92.0 97.0 102.0 105.1 105.6
Total value, p 197.7 173.9 164.4 155.6 150.1
Total return (1) 20.3% (22.5)% (12.4)% (14.1)% (10.9)%
Dividend yield (2) 11.3% 4.7% 6.5% 5.0% 1.0%
Equivalent dividend yield for a higher rate tax payer 16.8% 7.0% 9.8% 7.5% 1.5%
1. Total return % is an alternative performance measure, calculated as total
return/opening NAV.
2. Dividend yield is an alternative performance measure, calculated as
dividends paid/opening NAV.
We are disappointed to report a negative total return of approximately
–10.9% for the year ended 31 December 2025. This reflects a -4.6% return in
the first half of the year to 30 June, and a -6.7% return from June to
December. The decline has been driven by a combination of company-specific
challenges and continued multiple compression across venture-backed growth
markets.
Across the year, there was a reduction of approximately £149 million in the
value of 68 portfolio companies.
£39 million of this decline was concentrated in three companies Orbex,
Permutive and XYZ Reality.
Orbex had been in advanced discussions to sell the business, and a Letter of
Intent was signed between the parties. While initial discussions were
encouraging, completion of the proposed sale depended on a number of
commercial conditions outside the company’s control which could not be met
within the required timeframe. As a result, the transaction did not proceed
and the company was subsequently placed into administration, leading to a full
write-down of the investment value to £nil (2024: £17.8 million).
Importantly, even if the sale had completed, the structure of the proposed
transaction would not have met the necessary VCT qualifying requirements.
As a result, Titan would not have retained an ongoing shareholding and would
instead have received only a small cash return.
Permutive and XYZ Reality continue to operate, but both have experienced
trading and execution challenges during the year. In a more constrained
funding environment, slower-than-expected progress against growth plans and
funding milestones resulted in reductions in our holding valuations.
Broader market factors also continued to weigh on valuations. Although major
stock market indices performed strongly at points during the year, much of
this strength was driven by a small number of very large companies. Valuation
levels for venture-backed growth businesses, particularly those outside the
largest AI-related segments, remained under pressure.
Despite these headwinds, we continue to believe that many of the companies
which experienced valuation reductions retain strong underlying fundamentals.
In several cases, businesses have extended cash runway, reduced operating
burn and sharpened their focus on profitability. We continue to work closely
with management teams to improve operational delivery and strategic
positioning.
Our in-house Talent team remains actively engaged across the portfolio,
supporting leadership hires, board composition and capability building. In
addition, our expert-network provides specialist operational support on areas
such as go-to-market strategy, financial management and capital planning. We
have bolstered our team with additional hires focused on portfolio
optimisation, who bring complementary skill sets specifically chosen to
deliver on our goals of supporting existing portfolio companies, strengthening
operational performance, and progressing liquidity events. Where appropriate,
we have also supported companies with follow-on funding, alongside
co-investors, to ensure sufficient capital to execute their plans in a more
disciplined funding environment.
More positively, 49 companies saw valuation increases during the year,
delivering a collective uplift of £71 million. These uplifts primarily
reflected businesses that completed funding rounds at improved valuations,
delivered strong revenue growth or achieved significant commercial milestones.
Notable positive contributors included Elliptic, Partly and vHive. These
examples demonstrate that, even in a challenging market, well-positioned
businesses can continue to create value.
The gain on Titan’s uninvested cash reserves during the year was £7.9
million, driven by returns on money market funds and fair value movements
within the corporate bond portfolio. The objective of these holdings remains
capital preservation and liquidity, while generating appropriate market-based
returns on treasury balances.
Titan total value growth
The following table highlights the compound annual growth rate across
different holding periods.
Holding period Total return Tax-free compound annual growth rate
10 years since 31 October 2015 (4.5)% (0.4)%
5 years since 31 December 2020 (28.8)% (6.6)%
1 year since 31 December 2024 (10.9)% (10.9)%
Disposals
Disposals and deferred proceeds returned £6.5 million in cash during the
year. This is materially behind expectations and below the level required to
support the Company’s long-term sustainability objective.
Improving the scale and quality of realisations remains a key priority for the
investment team, and significant resource is being dedicated to progressing
exit opportunities where market conditions permit.
Disposals at a loss
There were seven full disposals completed at a loss during the year.
In March, Antidote was acquired by 83Bar. In April, Enghouse Systems acquired
Trafi. In August, Titan sold its shares in Smartkem, which had listed on
NASDAQ in May 2024. In October, Restless was acquired by Just Group. In
December, Memrise completed a further funding round in which Titan did not
participate. As a result, Titan received a de minimis payment in exchange for
waiving its convertible loan notes and its equity position was forfeited.
In addition, Titan’s shareholdings in The Faction Collective and Zai were
divested for nil or negligible proceeds as recovery of value was no longer
considered likely.
In aggregate, these disposals generated proceeds of £1.9 million compared
with a total investment cost of £43.9 million. As at 31 December 2024, these
assets had a combined carrying value of approximately £7.7 million.
These disappointing outcomes reflect the challenges faced by businesses in a
constrained funding and exit environment.
Partial disposals
As Smiler had not achieved the milestones set at the point of investment and
struggled to find product market fit, it was agreed in April that the Company
would remain a small shareholder, but that 72% of the invested capital would
be returned.
In November, MyTomorrows completed a €25 million funding round. As part of
this transaction, Titan realised a portion of its shareholding while retaining
a reduced position in the company.
In aggregate, these partial disposals generated proceeds totalling £3.0
million compared to an investment cost of £5.8 million.
Deferred proceeds
In the year, Titan also received deferred proceeds from the sales of Cobee (to
Pluxee in 2024), TaxScouts (to Taxfix in 2024), Skew (to Coinbase in 2021),
Comma (to Weavr in 2021), Glofox (to ABC Fitness in 2022) and Jolt (to Global
University Systems in 2022).
In aggregate, deferred proceeds received in the year totalled £1.6 million.
Companies placed into administration
During the year, Chiaro Technologies (trading as Elvie), Origami, VyperCore,
Papercup, Streetbees, Ribbon Technologies (trading as Wondering), Imophoron
and Altitude Angel entered administration after being unable to secure further
funding or complete strategic transactions.
The aggregate investment cost of these companies was £27.4 million (2024:
£26.0 million).
In addition, Nosso, Excession Technologies and LVNDR were formally dissolved
during the year, having entered administration in previous reporting periods.
Underperformance and company failures are an inherent feature of venture
capital investing. However, the number of insolvencies and loss-making exits
during the year reflects the particularly challenging funding and exit
environment for early-stage growth businesses.
Portfolio optimisation strategy
Improving realisation outcomes remains a central priority. As part of the
portfolio first approach, resource within the portfolio optimisation team is
being deployed to support the identification, preparation and execution of
exit opportunities across the portfolio.
This includes earlier and more proactive engagement on exit planning, with a
focus on positioning companies appropriately for potential strategic
transactions, secondary sales or other realisation pathways. This increased
focus, combined with strengthened portfolio management capability, is designed
to support a more consistent and disciplined approach to realisations over
time, while seeking to maximise value in a still-recovering exit environment.
Year ended 31 December 2021 Year ended 31 December 2022 Year ended 31 December 2023 Year ended 31 December 2024 Year ended 31 December 2025 Total
Disposal proceeds (1)(£'000) 221,504 62,213 45,637 41,432 6,510 377,296
1.This table includes cash and retention proceeds received in the period.
Valuations
Titan’s unquoted portfolio companies are valued in accordance with UK GAAP
accounting standards and the International Private Equity and Venture Capital
(IPEV) valuation guidelines. This means we value the portfolio at Fair Value,
which is the price we expect people would be willing to buy or sell an asset
for, assuming they had all the information available that we do, are
knowledgeable parties with no pre-existing relationship, and that the
transaction is carried out under the normal course of business.
The table below illustrates the split of valuation methodology (shown as a
percentage of portfolio value and number of companies). ‘External price’
includes valuations based on funding rounds that typically completed by the
year end or shortly after the year end, and exits of companies where terms
have been issued with an acquirer. ‘Multiples’ is predominantly used for
valuations that are based on a multiple of revenues for portfolio companies.
Where there is uncertainty around the potential outcomes available to a
company, a probability-weighted ‘scenario analysis’ is considered.
‘Milestone analysis’ is used for very early-stage investments that are not
yet generating revenue. The initial value is estimated by starting with the
price from the most recent funding round. This is then adjusted based on the
company’s progress against qualitative milestones, such as product
development, customer growth, or regulatory approvals, to reflect any increase
or decrease in value.
Valuation methodology By value By number of companies
External price 24% 28
Multiples 55% 28
Scenario analysis 13% 23
Milestone analysis 8% 16
Write off - 35
Case studies
RemoFirst
www.remofirst.com
Removing borders from global work.
International hiring remains complex and costly for many businesses, requiring
navigation of local employment laws, payroll systems, and compliance
obligations. These barriers can limit companies’ ability to access global
talent, while skilled individuals may be excluded from employment
opportunities due to administrative complexity rather than capability.
Founded in 2021, RemoFirst provides a platform that enables companies to hire,
pay, and manage employees in over 185 countries without establishing local
legal entities. Acting as the legal employer on behalf of its customers,
RemoFirst manages employment contracts, payroll, benefits, tax, and compliance
through a single system. This supports compliant international hiring while
reducing operational burden for businesses and providing workers with formal,
secure employment.
The growth of remote and distributed working has increased demand for
solutions that support international employment. RemoFirst operates in a large
and expanding market, addressing a clear need for simplified global hiring
infrastructure. Its software-led approach allows customers to scale
international teams efficiently while maintaining regulatory compliance across
multiple jurisdictions.
Automata
www.automata.tech
Unlocking the potential of scientific and medical laboratories through
automation.
Scientific and medical laboratories are under increasing pressure to process
growing volumes of samples while maintaining accuracy and consistency. Many
workflows remain manual, relying on skilled staff to perform repetitive tasks
that can create bottlenecks, increase the risk of error, and limit capacity.
Automata provides an integrated lab automation platform that enables
laboratories to automate workflows traditionally performed by hand. Its
solution combines a fully automated lab bench with software that allows users
to design and operate automated processes across activities such as sample
preparation and testing. By integrating hardware, software, and workflow
design, Automata reduces reliance on manual intervention and improves
operational efficiency within existing lab environments.
Demand for laboratory automation continues to increase, driven by higher
workloads, skills shortages, and the need for consistent data quality.
Automata’s end-to-end system offers an alternative to fragmented automation
solutions and supports adoption across a range of scientific and clinical
settings. The platform is designed to improve productivity and operational
efficiency in laboratory environments.
Elliptic
www.elliptic.co
Making digital assets safer and compliant with blockchain analytics.
As digital assets become more widely used, financial institutions, exchanges,
and regulators face increasing challenges in managing financial crime risk and
meeting regulatory requirements. The complexity of blockchain networks and
cross-chain activity makes it difficult to monitor transactions and identify
illicit behaviour using traditional compliance tools.
Elliptic provides blockchain analytics and crypto compliance software that
enables organisations to assess and manage risk across digital asset markets.
Its platform offers transaction tracing, wallet and asset screening, risk
scoring, and investigative tools that support compliance, monitoring, and
enforcement activity. These capabilities are integrated into customer
workflows to support onboarding, transaction monitoring, and reporting.
Elliptic serves organisations across multiple jurisdictions and supports
compliance activity across a wide range of blockchain networks. As regulatory
oversight of digital assets increases, demand for specialist compliance and
analytics solutions continues to grow. Elliptic operates in a developing
regulatory and technology landscape, providing tools designed to support risk
management and transparency in digital asset markets.
vHive
www.vhive.ai
Modernising enterprise asset inspection and management.
Enterprises managing large portfolios of physical assets often rely on manual
inspections and fragmented data sources. These approaches can be
time-consuming and inconsistent, limiting visibility into asset condition and
slowing decision-making as infrastructure portfolios grow in scale and
complexity.
vHive provides a cloud-based software platform that uses autonomous drone data
capture and AI-driven analytics to digitise physical assets. The platform
enables organisations to collect structured site data and convert it into
accurate digital models that support inspection, analysis, and planning
activities. This reduces reliance on manual surveys and improves data
consistency across asset portfolios.
Demand for digital inspection and infrastructure analytics is increasing
across sectors such as telecommunications, energy, and industrial
infrastructure. vHive’s platform supports organisations seeking to modernise
asset management processes and improve operational efficiency through
data-driven decision-making.
We are disappointed to report a net decrease in the value of the portfolio of
£71.4 million since 31 December 2024, excluding additions and disposals. This
represents a decline of 10% on the value of the portfolio at the start of the
year. Here, we set out the cost and valuation of the top 20 holdings.
Portfolio Investment focus Investment cost Total valuation including cost
1 Elliptic Fintech £9.9m £40.8m
2 Skin+Me Health £11.5m £40.6m
3 ManyPets Fintech £10.0m £30.5m
4 Amplience B2B software £13.6m £30.0m
5 Vitesse Fintech £8.8m £27.2m
6 Pelago Health £17.9m £25.3m
7 vHive Deep tech £8.0m £24.5m
8 Permutive B2B software £19.0m £20.7m
9 Automata Health £14.3m £15.8m
10 Token Fintech £13.0m £15.8m
11 Legl B2B software £7.3m £15.4m
12 Partly Consumer £6.8m £15.3m
13 Bondaval Fintech £7.1m £13.2m
14 Taster Consumer £8.1m £11.8m
15 RemoFirst Fintech £5.0m £10.5m
16 Seatfrog Consumer £9.6m £10.0m
17 Iovox B2B software £7.2m £10.0m
18 Intropic Fintech £8.4m £9.9m
19 KatKin Consumer £8.2m £9.3m
20 Flock Fintech £9.2m £9.2m
Top 10 investments in detail(1)
1.Elliptic
Elliptic helps organisations detect and prevent financial crime involving crypto, enabling safer transactions and enhanced regulatory compliance.
Office 7, 35–37 Ludgate Hill, London, England, EC4M 7JN https://www.elliptic.co/
Initial investment date: July 2014
Investment cost: £9.9m
(2024: £9.9m)
Valuation: £40.8m
(2024: £26.2m)
Last submitted accounts: 31 March 2025
Turnover: £22.1m
(2024: £13.7m)
Loss before tax: £(11.3)m
(2024: £(16.4)m)
Net liabilities: £(14.0)m
(2024: £(3.8)m)
Valuation methodology: Multiples 2024: Multiples
2. Skin+Me
Skin+Me delivers personalised prescription skincare, designed by dermatology experts, with custom formulas sent directly to customers on a subscription basis.
2 Eastbourne Terrace, Floor 4, London, England, W2 6LG
https://www.skinandme.com/
Initial investment date: September 2019
Investment cost: £11.5m
(2024: £11.5m)
Valuation: £40.6m
(2024: £44.9m)
Last submitted accounts: 31 August 2024
Turnover: £36.9m
(2024: £28.4m)
Profit before tax: £3.8m
(2024: £1.7m)
Net assets: £15.9m
(2024: £12.7m)
Valuation methodology: Multiples
2024: Multiples
3. Many Group
Provides pet insurance, aiming to offer comprehensive health coverage for pets with a customer-centric approach, prioritizing the well-being and happiness of animals and their owners.
Unit 1b, 1–10 Summers Street, London, England, EC1R 5BD
https://www.many-group.com/
Initial investment date: October 2016
Investment cost: £10.0m
(2024: £10.0m)
Valuation: £30.5m
(2024: £24.6m)
Last submitted accounts: 31 March 2025
Turnover: £53.8m
(2024: £22.7m)
Profit/(loss) before tax: £3.2m
(2024: £(32.5)m)
Net liabilities: £(56.0)m
(2024: £(60.7)m)
Valuation methodology: Multiples
2024: Multiples
4. Amplience
Amplience powers the content behind modern retail websites, making it easier for teams to update product pages and campaigns quickly.
Sixth Floor, Tower House, 10 Southampton Street, London, United Kingdom, WC2E 7HA
https://amplience.com/
Initial investment date: December 2010
Investment cost: £13.6m
(2024: £13.6m)
Valuation: £30.0m
(2024: £35.0m
Last submitted accounts: 30 June 2025
Turnover: £17.5m
(2024: £16.0m)
Profit/(loss) before tax: £0.4m
(2024: £(4.8)m)
Net liabilities: £(22.0)m
(2024: £(23.5)m)
Valuation methodology: Multiples
2024: Multiples
5. Vitesse
A settlement and liquidity management platform to hold funds and deliver international payments globally, using domestic, in-country processing.
9th Floor, 107 Cheapside, London, United Kingdom, EC2V 6DN
https://www.vitesse.io/
Initial investment date: June 2020
Investment cost: £8.8m
(2024: £8.8m)
Valuation: £27.2m
(2024: £25.8m)
Last submitted accounts: 31 March 2025
Turnover: £32.8m
(2024: £24.8m)
(Loss)/profit before tax: £(4.0)m
(2024: £0.6m)
Net assets: £21.6m
(2024: £17.3m)
Valuation methodology: Multiples 2024: External Price
6.Pelago
A digital health solution for managing substance use disorders.
251 Little Falls Drive, Wilmington, New Castle, 19808, United States
https://www.pelagohealth.com/
Initial investment date: January 2020
Investment cost: £17.9m (2024: £17.9m)
Valuation: £25.3m
(2024: £23.2m)
Last submitted accounts: Not available (2)
Turnover: Not available (2) (2024: Not available (2))
Profit/(loss) before tax Not available (2) (2024: Not available (2))
Net assets: Not available (2) (2024: Not available (2))
Valuation methodology: Multiples 2024: Multiples
7.vHive
vHive provides a platform for autonomous drone technology that creates digital twins to help enterprises inspect and manage field assets.
11 Galgaley Haplada St, Herzlia, 46702211, Israel
https://www.vhive.ai/
Initial investment date: May 2019
Investment cost: £8.0m (2024: £8.0m)
Valuation: £24.5m
(2024: £14.9m)
Last submitted accounts: 31 December 2024
Turnover: $9.8m (2024: $9.1m)
Loss before tax: $(6.5)m (2024: $(3.7)m)
Net assets: $18.9m (2024: $25.0m)
Valuation methodology: Multiples 2024: Multiples
8.Permutive
Permutive helps publishers and advertisers learn from their data, and work with partners while keeping customer information protected.
2711 Centervill Road, Suite 400, Wilmington, New Castle County, Delaware, United States, 19808
https://permutive.com/
Initial investment date: May 2015
Investment cost: £19.0m (2024: £19.0m)
Valuation: £20.6m
(2024: £31.0m)
Last submitted accounts: Not available (2)
Turnover: Not available (2) (2024: Not available (2))
Profit/(loss) before tax: Not available (2) (2024: Not available (2))
Net assets: Not available (2) (2024: Not available (2))
Valuation methodology: Multiples 2024: Multiple
9.Automata
Automata provides robotic automation tools that help clinical labs streamline repetitive workflows.
Third Floor, 20 Old Bailey, London, United Kingdom, EC4M 7AN
https://www.automata.tech/
Initial investment date: March 2022
Investment cost: £14.3m (2024: £12.3m)
Valuation: £15.8m
(2024: £12.4m)
Last submitted accounts: 31 March 2025
Turnover: £6.1m (2024: £4.1m)
Loss before tax: £(30.1)m (2024: £(37.2)m)
Net assets: £(2.4)m (2024: £11.5m)
Valuation methodology: External price 2024: Milestone analysis
10.Token
A leading open banking solution, focused on payments.
10 John Street, London, United Kingdom, WC1N 2EB
https://www.token.io/
Initial investment date: March 2017
Investment cost: £13.0m
(2024: £12.6m)
Valuation: £15.8m
(2024: £16.5m)
Last submitted group accounts: 31 December 2024
Turnover: Not available (2) (2024: Not available (2))
Profit/(loss) before tax: Not available (2) (2024: Not available (2))
Net assets: £1.0m (2024: £0.9m)
Valuation methodology: Multiples 2024: Multiples
1. These are numbers per latest public filings. More recent figures have not
yet been disclosed.
2. Information not publicly available – in certain cases this may be due to
the size, jurisdiction or stage of development of the portfolio company.
Outlook
Market conditions for venture-backed growth companies remain challenging.
Although headline public markets performed strongly in parts of 2025, this
strength was concentrated in a narrow group of large businesses. Valuation
multiples for growth companies more comparable to Titan’s portfolio remained
under pressure, and exit activity across private markets continued to be
subdued.
Against this backdrop, portfolio companies have focused on capital efficiency
and operational discipline rather than growth at any cost. While this has
supported resilience, it has also extended timelines to liquidity and weighed
on valuations.
Following the conclusion of the Strategic Review, our priorities are clear:
stabilising NAV and improving realisation activity. We are concentrating
resources on those companies with the strongest potential to generate
meaningful liquidity events and are working closely with management teams to
enhance exit readiness and operational performance.
The team has been strengthened, including additional focus on portfolio
optimisation and value creation initiatives. Execution against the agreed
guardrails will remain central to our approach.
Improvement will take time, but if we can deliver greater stability in
valuations and a recovery in realisations, we believe the foundations for
renewed growth can be established.
Risks and risk management
The Board assesses the risks faced by Titan and, as a board, reviews the
mitigating controls and actions, and monitors the effectiveness of these
controls and actions.
Emerging and principal risks, and risk management
Emerging risks
The Board has considered emerging risks. The Board seeks to mitigate emerging
risks and those noted below by setting policy, regular review of performance
and monitoring progress and compliance. In the mitigation and management of
these risks, the Board applies the principles detailed in the Financial
Reporting Council’s Guidance on Risk Management, Internal Control and
Related Financial and Business Reporting.
The following are some of the potential emerging risks that management and the
Board are currently monitoring:
* adverse changes in global macroeconomic environment;
* the rapid development of artificial intelligence;
* challenging market conditions for private company fundraising and exits;
* geo-political instability; and
* climate change.
Principal risks
Risk Mitigation Change
Investment performance:
The focus of Titan’s investments is into unquoted, small and medium‑sized VCT qualifying companies which, by their nature, entail a higher level of risk and shorter cash runway than investments in larger quoted companies. Octopus has significant experience of investing in early‑stage unquoted companies, and appropriate due diligence is undertaken on every new investment. A member of the Risk exposures continue to increase due to the difficult macro environment and challenging trading conditions for some portfolio companies continuing.
Octopus Ventures team is appointed to the board of a portfolio company using a risk‑based approach, considering the size of the company within the Titan portfolio and the
engagement levels of other investors. Regular board reports are prepared by the portfolio company’s management and examined by the Manager. This arrangement, in
conjunction with its Portfolio Talent team’s active involvement, allows Titan to play a prominent role when necessary in a portfolio company’s ongoing development and
strategy. The overall risk in the portfolio is mitigated by maintaining a wide spread of holdings in terms of financing stage, age, industry sector and business model.
The Board reviews the investment portfolio with the Portfolio Manager on a regular basis. The Board and Octopus agreed a new fee structure as part of the IMNISA.
VCT qualifying status:
Titan is required at all times to observe the conditions for the maintenance of approved VCT status. The loss of such approval could lead to Titan and its investors losing access to the various tax benefits associated with VCT status and investment. Octopus tracks Titan’s qualifying status regularly throughout the year, and reviews this at key points including investment realisation. This status is reported to the Risk exposures reflected in the previous period are slightly heightened due to the portfolio composition and Titan not making new investments. VCT status monitoring by independent advisers continues to reduce the risk of an issue causing a loss of VCT status.
Board at each Board meeting. The Board has also engaged external independent advisers to undertake an independent VCT status monitoring role.
Loss of key people:
The loss of key investment staff by the Portfolio Manager could lead to poor fund management and/or performance due to lack of continuity or understanding of Titan. The Portfolio Manager has a broad team, experienced in and focused on early-stage investing and portfolio company management. Various mitigants exist to assist in The increased exposures reflected in the previous period remain due to the loss of the lead fund manager and other leadership positions at the Portfolio Manager. The absence of a performance fee and lack of new investments or deal‑making opportunities compared to previous periods are also factors.
managing key person risk. These include frameworks that review succession, remuneration and career progression. Workforce planning is continuous and reviews skillsets and
team structures. We have bolstered our team with additional hires focused on portfolio optimisation, who bring complementary skill sets specifically chosen to deliver on
our goals of supporting existing portfolio companies, strengthening operational performance, and progressing liquidity events. To reduce the exposure further, the core
team is also supplemented by part-time venture partners with sector or functional specialism.
Operational:
The Board is reliant on the Portfolio Manager to manage investments effectively, and manage the services of a number of third parties, in particular the registrar, depositary and tax advisers. A failure of the systems or controls at Octopus or third‑party providers could lead to an inability to provide accurate reporting and accounting and to ensure adherence to VCT rules. The Board reviews the system of internal controls, both financial and non‑financial, operated by Octopus (to the extent the latter are relevant to Titan’s internal No overall change in risk exposure on balance.
controls). These include controls designed to make sure that Titan’s assets are safeguarded and that proper accounting records are maintained.
Information security:
A loss of key data could result in a data breach and fines. The Board is reliant on Octopus and third parties to take appropriate measures to prevent a loss of confidential customer information. Annual due diligence is conducted on third parties which includes a review of their controls for information security. Octopus has a dedicated information security team No overall change on balance, although cyber threat remains a significant risk area faced by all service providers. The appropriateness of mitigants in place are continuously reassessed to adapt to new risk exposures, such as those posed by artificial intelligence which both increases threat levels, but also enables mitigants to be more effective.
and a third party is engaged to provide continual protection in this area. A security framework is in place to help prevent malicious events.
Economic:
Events such as an economic recession and movement in interest rates could adversely affect some smaller companies’ valuations, as they may be more vulnerable to changes in trading conditions or the sectors in which they operate. This could result in a reduction in the value of Titan’s assets. Titan invests in a diverse portfolio of companies, across a range of sectors, which helps to mitigate against the impact on any one sector. Titan also maintains adequate Increased exposures reflected in the previous periods remain and have heightened further as economic uncertainty persists through high inflation, high interest rates and other economic factors.
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.
Legislative:
A change to the VCT regulations could adversely impact Titan by restricting the companies Titan can invest in under its current strategy. Similarly, changes to VCT tax reliefs for investors could make VCTs less attractive and impact Titan’s ability to raise further funds. The Portfolio Manager engages with HM Treasury and industry bodies to demonstrate the positive benefits of VCTs in terms of growing early‑stage companies, creating jobs Risk exposure has increased. Planned reductions in income‑tax relief for VCT investments (from 30% to 20% in April 2026) introduce additional uncertainty regarding future investor behaviour and fundraising capacity. The full impact of these changes is currently uncertain. There will also be a progressive increase in risk exposures over time until the planned sunset clause expiry in 2035.
and increasing tax revenue, and to help shape any change to VCT legislation.
Liquidity:
The risk that Titan’s available cash will not be sufficient to meet its financial obligations. Titan invests in smaller unquoted companies, which are inherently illiquid as there is no readily available market for these shares. Therefore, these may be difficult to realise for their fair market value at short notice. Titan’s liquidity risk is managed on a continuing basis by Octopus in accordance with policies and procedures agreed by the Board. Titan’s overall liquidity risks are Risk exposure has continued to increase, reflecting economic uncertainty, the impact on fundraising and the risk of failing to exit portfolio companies.
monitored on a quarterly basis by the Board, with frequent budgeting and close monitoring of available cash resources. Titan maintains sufficient investments in cash and
readily realisable securities to meet its financial obligations. At 31 December 2025, these investments were valued at £153,633,000 (2024: £183,770,000), which represents
21% (2024: 22%) of the net assets of Titan. The Board also reviews the cash runway in the portfolio.
Valuation:
The portfolio investments are valued in accordance with International Private Equity and Venture Capital (IPEV) valuation guidelines. This means companies are valued at fair value. As the portfolio comprises smaller unquoted companies, establishing fair value can be difficult due to the lack of a readily available market for the shares of such companies and the potentially limited number of external reference points. Valuations of portfolio companies are performed by appropriately experienced staff, with detailed knowledge of both the portfolio company and the market it operates in. Risk exposure remains unchanged from the previous period due to economic uncertainty within valuation modelling.
These valuations are then subject to review and approval by the Octopus Valuation Committee, comprised of staff who are independent of Octopus Ventures with relevant
knowledge of unquoted company valuations, as well as Titan’s Board of Directors.
Foreign currency exposure:
Investments held and revenues generated in other currencies may not generate the expected level of returns due to changes in foreign exchange rates. Octopus and the Board regularly review the exposure to foreign currency movement to make sure the level of risk is appropriately managed. Investments are primarily made Risk exposure has increased since the previous period. Inherent risk exposure increases are not mitigated given the inability to hedge and the fact there is no current expectation to change.
in GBP, EUR and USD so exposure is limited to a small number of currencies. On realisation of investments held in foreign currencies, cash is converted to GBP shortly
after receiving the proceeds to limit the amount of time exposed to foreign currency fluctuations.
Viability statement
In accordance with the FRC UK Corporate Governance Code published in 2024 and
provision 36 of the AIC Code of Corporate Governance, the Directors have
assessed the prospects of Titan over a period of five years, consistent with
the expected investment hold period of a VCT investor. Under VCT rules,
subscribing investors are required to hold their investment for a five‑year
period in order to benefit from the associated tax reliefs. The Board
regularly considers strategy, including investor demand for Titan’s shares,
and a five‑year period is considered to be a reasonable time horizon for
this.
The Board carried out a robust assessment of the emerging and principal risks
facing Titan and its current position, including risks which may adversely
impact its business model, future performance, solvency or liquidity, and
focused on the major factors which affect the economic, regulatory and
political environment..
Particular consideration was given to Titan’s reliance on, and close working
relationship with, the Portfolio Manager. The principal risks faced by Titan
and the procedures in place to monitor and mitigate them are set out above.
The Board has carried out robust stress testing of cash flows which included
assessing the resilience of portfolio companies, including the requirement for
any future financial support and the ability to pay dividends, and buybacks.
The Board has additionally considered the ability of Titan to comply with the
ongoing conditions to make sure it maintains its VCT qualifying status under
its current Investment policy.
Based on this assessment the Board confirms that it has a reasonable
expectation that Titan will be able to continue in operation and meet its
liabilities as they fall due over the five-year period to 31 December 2030.
The Board is mindful of the ongoing risks and will continue to make sure that
appropriate safeguards are in place, in addition to monitoring the cash flow
forecasts to ensure Titan has sufficient liquidity.
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 law and regulations. They are also
responsible for ensuring that the annual report and financial statements
include information required by the Listing Rules of the Financial Conduct
Authority.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors have elected to prepare the
financial statements in accordance with United Kingdom Generally Accepted
Accounting Practice (GAAP), including Financial Reporting Standard 102 –
‘The Financial Reporting Standard Applicable in the United Kingdom and
Republic of Ireland’ (FRS 102), (United Kingdom accounting standards and
applicable law). Under company law the Directors must not approve the
financial statements unless they are satisfied that they give a true and fair
view of the state of affairs and profit or loss of the Company for that
period. In preparing these financial statements, the Directors are required
to:
* select suitable accounting policies and then apply them consistently;
* make judgements and accounting estimates that are reasonable and prudent;
* state whether applicable UK Accounting Standards have been followed, subject
to any material departures disclosed and explained in the financial
statements;
* prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business; and
* prepare a Strategic Report, Directors’ Report and Directors’
Remuneration Report which comply with the requirements of the Companies Act
2006.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company’s transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the assets of the Company
and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
Insofar as each of the Directors is aware:
* there is no relevant audit information of which the Company’s auditor is
unaware; and
* the Directors have taken all steps that they ought to have taken to make
themselves aware of any relevant audit information and to establish that the
auditor is aware of that information.
The Directors are responsible for preparing the annual report and financial
statements in accordance with applicable law and regulations. Having taken
advice from the Audit Committee, the Directors are of the opinion that this
report as a whole provides the necessary information to assess the Company’s
performance, business model and strategy and is fair, balanced and
understandable.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company’s website.
Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
The Directors confirm that, to the best of their knowledge:
* the financial statements, prepared in accordance with United Kingdom
Generally Accepted Accounting Practice, including FRS 102, give a true and
fair view of the assets, liabilities, financial position and profit or loss of
the Company; and
* the annual report and financial statements (including the Strategic
Report), give a fair review of the development and performance of the business
and the position of the Company, together with a description of the principal
risks and uncertainties that it faces.
On behalf of the Board
Tom Leader
Chair
Income statement
Year to 31 December 2025 Year to 31 December 2024
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
(Loss)/gain on disposal of fixed asset investments — (5,227) (5,227) — 5,184 5,184
(Loss)/gain on disposal of current asset investments — (15) (15) — 563 563
Loss on valuation of fixed asset investments — (72,727) (72,727) — (136,894) (136,894)
(Loss)/gain on valuation of current asset investments — (145) (145) — 4,439 4,439
Investment income 8,074 — 8,074 4,215 — 4,215
Investment management fee (750) (14,253) (15,003) (954) (18,125) (19,079)
Other expenses (5,464) — (5,464) (6,072) — (6,072)
Foreign exchange translation — (28) (28) — (5) (5)
Gain/(loss) before tax 1,860 (92,395) (90,535) (2,811) (144,838) (147,649)
Tax — — — — — —
Gain/(loss) after tax 1,860 (92,395) (90,535) (2,811) (144,838) (147,649)
Gain/(loss) per share – basic and diluted 0.1p (5.6)p (5.5)p (0.2)p (8.8)p (9.0)p
* The ‘Total’ column of this statement is the profit and loss account of
Titan. The supplementary revenue return and capital return columns have been
prepared under guidance published by the Association of Investment Companies.
* All revenue and capital items in the above statement derive from continuing
operations.
* Titan has only one class of business and derives its income from investments
made in shares and securities, and from bank and money market funds.
Titan has no other comprehensive income for the year.
The accompanying notes form an integral part of the financial statements.
Balance sheet
As at 31 December 2025 As at 31 December 2024
£’000 £’000 £’000 £’000
Fixed asset investments 573,410 640,797
Debtors: amounts falling due after more than one year 3,597 5,296
Current assets:
Money market funds 75,018 93,523
Corporate bonds 77,809 90,247
Applications cash (1) 18 22
Cash at bank 806 213
Debtors: amounts falling due within one year 3,447 3,116
157,098 192,417
Creditors: amounts falling due within one year (1,261) (1,856)
Net current assets 155,837 190,561
Net assets 732,844 831,358
Share capital 1,648 1,647
Share premium 256 —
Capital redemption reserve 141 141
Special distributable reserve 1,048,301 1,056,537
Capital reserve realised (241,857) (125,444)
Capital reserve unrealised (33,239) (57,285)
Revenue reserve (42,406) (44,238)
Total equity shareholders’ funds 732,844 831,358
NAV per share 44.5p 50.5p
1. Funds raised from investors since Titan opened for new investment which
have not been allotted as at year end.
The accompanying notes form an integral part of the financial statements.
The statements were approved by the Directors and authorised for issue on 28
April 2026 and are signed on their behalf by:
Tom Leader, Chair
Company Number 06397765
Statement of changes in equity
Capital Special Capital Capital
Share Share redemption distributable reserve reserve Revenue
capital premium reserve reserve (1) realised (1) unrealised reserve (1) Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
As at 1 January 2025 1,647 — 141 1,056,537 (125,444) (57,285) (44,238) 831,358
Comprehensive income for the year:
Management fees allocated as capital expenditure — — — — (14,253) — — (14,253)
Current year loss on disposal of fixed asset investments — — — — (5,227) — — (5,227)
Current year loss on disposal of current asset investments — — — — (15) — — (15)
Loss on fair value of fixed asset investments — — — — — (72,727) — (72,727)
Loss on fair value of current asset investments — — — — — (145) — (145)
Gain after tax — — — — — — 1,860 1,860
Foreign exchange translation — — — — — — (28) (28)
Total comprehensive income for the year — — — — (19,495) (72,872) 1,832 (90,535)
Contributions by and distributions to owners:
Share issue (includes DRIS) (2) 1 256 — — — — — 257
Share issue costs — — — — — — — —
Repurchase of own shares — — — — — — — —
Dividends paid (includes DRIS) (2) — — — (8,236) — — — (8,236)
Total contributions by and distributions to owners 1 256 — (8,236) — — — (7,979)
Other movements:
Share premium cancellation — — — — — — — —
Prior year fixed asset losses now realised — — — — (53,999) 53,999 — —
Prior year current asset gains now realised — — — — 581 (581) — —
Transfer between reserves — — — — (43,500) 43,500 — —
Total other movements — — — — (96,918) 96,918 — —
Balance as at 31 December 2025 1,648 256 141 1,048,301 (241,857) (33,239) (42,406) 732,844
1. Included within these reserves is an amount of £730,799,000 (2024:
£829,571,000) which is considered distributable to shareholders under
Companies Act rules. The Income Taxes Act 2007 restricts distribution of
capital from reserves created by the conversion of the share premium account
into a special distributable reserve until the third anniversary of the share
allotment that led to the creation of that part of the share premium account.
As at 31 December 2025, £656,897,000 (2024: £375,740,000) of the special
reserve is distributable under this restriction.
2. The Company did not operate any DRIS during the year ended 31 December
2025.
The accompanying notes form an integral part of the financial statements.
Capital Special Capital Capital
Share Share redemption distributable reserve reserve Revenue
capital premium reserve reserve (1) realised (1) unrealised reserve (1) Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
As at 1 January 2024 1,594 45,780 74 1,025,614 (89,570) 51,674 (41,422) 993,744
Comprehensive income for the year:
Management fees allocated as capital expenditure — — — — (18,125) — — (18,125)
Current year gain on disposal of fixed asset investments — — — — 5,184 — — 5,184
Current year gain on disposal of current asset investments — — — — 563 — — 563
Loss on fair value of fixed asset investments — — — — — (136,894) — (136,894)
Gain on fair value of current asset investments — — — — — 4,439 — 4,439
Loss after tax — — — — — — (2,811) (2,811)
Foreign exchange translation — — — — — — (5) (5)
Total comprehensive income for the year — — — — (12,378) (132,455) (2,816) (147,649)
Contributions by and distributions to owners:
Share issue (includes DRIS) 120 76,664 — — — — — 76,784
Share issue costs — (1,893) — — — — — (1,893)
Repurchase of own shares (67) — 67 (37,986) — — — (37,986)
Dividends paid (includes DRIS) — — — (51,642) — — — (51,642)
Total contributions by and distributions to owners 53 74,771 67 (89,628) — — — (14,737)
Other movements:
Share premium cancellation — (120,551) — 120,551 — — — —
Prior year fixed asset gains now realised — — — — 7,473 (7,473) — —
Prior year current asset losses now realised — — — — (74) 74 — —
Transfer between reserves — — — — (30,895) 30,895 — —
Total other movements — (120,551) — 120,551 (23,496) 23,496 — —
Balance as at 31 December 2024 1,647 — 141 1,056,537 (125,444) (57,285) (44,238) 831,358
1. Included within these reserves is an amount of £829,571,000 (2023:
£894,623,000) which is considered distributable to shareholders under
Companies Act rules. The Income Taxes Act 2007 restricts distribution of
capital from reserves created by the conversion of the share premium account
into a special distributable reserve until the third anniversary of the share
allotment that led to the creation of that part of the share premium account.
As at 31 December 2024, £375,740,000 (2023: £330,326,000) of the special
reserve is distributable under this restriction.
The accompanying notes form an integral part of the financial statements.
Cash flow statement
Year to 31 December Year to 31 December
2025 2024
£’000 £’000
Reconciliation of loss to cash flows from operating activities
Loss before tax (1) (90,535) (147,649)
(Increase)/decrease in debtors (2) (986) 279
(Increase)/decrease in creditors (591) 146
Loss/(gain) on disposal of current asset investments 15 (563)
Loss/(gain) on valuation of current asset investments 145 (4,439)
Loss/(gain) on disposal of fixed asset investments 5,227 (5,184)
Loss on valuation of fixed asset investments 72,727 136,894
Outflow from operating activities (13,998) (20,516)
Cash flows from investing activities
Sale of current asset investments 12,277 23,424
Purchase of fixed asset investments (14,722) (30,011)
Proceeds from sale of fixed asset investments 6,510 41,432
Outflow from investing activities 4,065 34,845
Cash flows from financing activities
Movement in applications account (4) (17,820)
Dividends paid (net of DRIS) (8,236) (43,881)
Purchase of own shares — (37,986)
Share issues (net of DRIS) 257 69,025
Share issue costs — (1,893)
Outflow from financing activities (7,983) (32,555)
Decrease in cash and cash equivalents (17,916) (18,226)
Opening cash and cash equivalents 93,758 111,984
Closing cash and cash equivalents 75,842 93,758
Cash and cash equivalents comprise
Cash at bank 806 213
Applications cash 18 22
Money market funds 75,018 93,523
Closing cash and cash equivalents 75,842 93,758
1. Loss before tax includes cash inflows from dividends of £3.3 million
(2024: £4.2 million) and bond coupons of £4.8 million.
2. Movement in debtors, net of disposal proceeds received in the year of £6.5
million, with £4.9 million relating to current year disposals and £1.6
million relating to prior year disposals.
The accompanying notes form an integral part of the financial statements.
Notes to the financial statements
1. Principal accounting policies
Titan is a Public Limited Company (plc) incorporated in England and Wales and
its registered office is at 6th Floor, 33 Holborn, London EC1N 2HT.
Titan has been approved as a Venture Capital Trust by HMRC under Section 259
of the Income Taxes Act 2007. The shares of Titan were first admitted to the
Official List of the UK Listing Authority and trading on the London Stock
Exchange on 28 December 2007 and can be found under the TIDM code OTV2. Titan
is premium listed.
The principal activity of Titan is to invest in a diversified portfolio of UK
smaller companies in order to generate capital growth over the long term as
well as an attractive tax-free dividend stream.
The financial statements are presented in GBP (£) to the nearest £’000.
The functional currency is also GBP (£). Some accounting policies have been
disclosed in the respective notes to the financial statements.
Basis of preparation
The financial statements have been prepared on a going concern basis under the
historical cost convention, except for the measurement at fair value of
certain financial instruments, and in accordance with UK Generally Accepted
Accounting Practice (GAAP), including Financial Reporting Standard 102 –
‘The Financial Reporting Standard applicable in the United Kingdom and
Republic of Ireland’ (FRS 102), and with the Companies Act 2006 and the
Statement of Recommended Practice (SORP) ‘Financial Statements of Investment
Trust Companies and Venture Capital Trusts (July 2022)’.
2. Investment income
Accounting policy
Investment income includes interest earned on money market funds.
Interest income on debt, corporate bonds and money market funds are recognised
so as to reflect the effective interest rate, provided there is no reasonable
doubt that payment will be received in due course.
In the prior year, bond coupon income was presented within unrealised gains
and losses in the Income Statement. With effect from the current year, the
presentation has been revised to classify bond coupon income separately as
investment income, as this more appropriately reflects its nature.
Disclosure
Year to Year to
31 December 31 December
2025 2024
£’000 £’000
Money market funds 3,307 4,215
Bond coupon income (1) 4,767 —
Total investment income 8,074 4,215
1. The bond coupon income for the prior year is disclosed within unrealised
gains and losses in the Income Statement.
3. Investment management fees
Accounting policy
For the purposes of the revenue and capital columns in the Income Statement,
the management fee has been allocated 5% to revenue and 95% to capital, in
line with the Board’s expected long-term return in the form of income and
capital gains respectively from Titan’s investment portfolio.
Disclosure
Year to 31 December 2025 Year to 31 December 2024
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Investment management fee 750 14,253 15,003 954 18,125 19,079
The Portfolio Manager provides investment management services through
agreements with Octopus AIF Management Limited and Titan. No compensation is
payable if the agreement is terminated by either party, if the required notice
period is given. The fee payable, should insufficient notice be given, will be
equal to the fee that would have been paid should continuous service be
provided, or the required notice period was given. The basis upon which the
management fee is calculated is disclosed within the Annual Report and
financial statements.
4. Other expenses
Accounting policy
Other expenses are accounted for on an accruals basis and are charged wholly
to revenue.
The transaction costs incurred when purchasing or selling assets are written
off to the Income Statement in the period that they occur.
Year to Year to
31 December 31 December
2025 2024
£’000 £’000
Ongoing adviser charges and trail commission 1,742 2,111
Non-investment services fee (1) 1,495 2,078
Professional fees (2) 1,027 363
Directors’ remuneration (3) 288 263
Other fees 224 417
Audit fees 213 204
Registrar’s fees 188 196
Directors and Officers (D&O) Insurance 124 117
Depositary fees 85 187
Listing fees 78 136
Total 5,464 6,072
1. Non-investment services fees were payable under the previous investment
management arrangements up to 11 September 2025. Following the execution of
the new Investment Management and Non-Investment Services Agreement on that
date, non-investment services are provided under the revised contractual
terms.
2. Professional fees include costs incurred in relation to the Board led
Strategic Review undertaken during the year, including external advisory
support provided by Smith Square Partners LLP.
3. Includes employers’ NI.
Under the IMNISA, the Company’s total ongoing charges ratio is subject to a
tiered cap linked to the Company’s average net asset value, calculated in
accordance with AIC guidelines. For the year ended 31 December 2025, the
applicable cap was 2.5%. For the year to 31 December 2025, the ongoing charges
were 2.3% of net assets (2024: 2.5%). This is calculated by summing the
expenses incurred in the period (excluding ongoing IFA charges and
non-recurring expenses) divided by the average NAV throughout the period.
Professional fees include costs incurred in connection with the Board-led
Strategic Review undertaken during the year and the prior year, including
external advisory support provided by Smith Square Partners LLP (“SSP”),
with total fees of £1.4 million, which led to the implementation of a revised
IMNISA. The revised IMNISA introduced a tiered annual management fee structure
linked to net asset value, together with a rebate mechanism, resulting in an
estimated saving of approximately £1.8 million in the current financial year.
5. Tax on ordinary activities
Accounting policy
Corporation tax payable is applied to profits chargeable to corporation tax,
if any, at the current rate. The tax effect of different items of income/gain
and expenditure/loss is allocated between capital and revenue return on the
‘marginal’ basis as recommended in the SORP.
Deferred tax is recognised in respect of all timing differences at the
reporting date. Timing differences are differences between taxable profits and
total income as stated in the financial statements that arise from the
inclusion of income and expenses in tax assessments in periods different from
those in which they are recognised in financial statements.
Disclosure
The corporation tax charge for the period was £nil (2024: £nil).
Year to Year to
31 December 31 December
2025 2024
£’000 £’000
Loss on ordinary activities before tax (90,535) (147,649)
Current tax at 25% (2024: 25%) (22,634) (36,912)
Effects of:
Non‑taxable income (827) (1,054)
Non‑taxable capital loss 19,529 31,677
Non‑deductible expenses 6 55
Zenith distribution (1) — 3,100
Excess management expenses on which deferred tax not recognised 3,926 3,134
Total current tax charge — —
1. £12.4 million was distributed from Zenith Holding Company to Titan in the
prior year which is taxable income for Titan.
Unrelieved tax losses of £235,228,000 (2024: £219,524,000) are estimated to
be carried forward at 31 December 2025 (subject to completion of Titan’s tax
return) and are available for offset against future taxable income, subject to
agreement with HMRC. Titan has not recognised the deferred tax asset of
£58,807,000 (2024: £54,881,000) in respect of these tax losses because there
is insufficient forecast taxable income in excess of deductible expenses to
utilise these losses carried forward. There is no expiry period on these
deductible expenses under the UK HMRC legislation.
Approved VCTs are exempt from tax on capital gains. As the Directors intend
for Titan to continue to maintain its approval as a VCT through its affairs,
no current deferred tax has been recognised in respect of any capital gains or
losses arising on the revaluation or disposal of investment.
6. Dividends
Accounting policy
Dividends payable are recognised as distributions in the financial statements
when Titan’s liability to make the 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 Year to Year to
31 December 31 December
2025 2024
£’000 £’000
Dividends paid in the year
Previous year’s second interim dividend – 0.5p (2024: 1.9p) 8,236 31,876
Current year’s interim dividend – nil (2024: 1.2p) — 19,767
Total 8,236 51,643
Dividends in respect of the year
Interim dividend – nil (2024: 1.2p) — 19,767
Second interim dividend – nil (2024: 0.5p) — 8,236
Total — 28,003
The figures above include dividends elected to be reinvested through the DRIS.
7. Earnings per share
Year to 31 December 2025 Year to 31 December 2024
Revenue Capital Total Revenue Capital Total
Gain/(loss) attributable to Ordinary shareholders (£’000) 1,860 (92,395) (90,535) (2,811) (144,838) (147,649)
Gain/(loss) per Ordinary share 0.1p (5.6)p (5.5)p (0.2)p (8.8)p (9.0)p
The total loss per share is based on 1,647,516,355 (2024: 1,644,900,726)
Ordinary shares, being the weighted average number of Ordinary shares in issue
during the year.
There are no potentially dilutive capital instruments in issue and so no
diluted return per share figures are relevant. The basic and diluted earnings
per share are therefore identical.
8. Net asset value per share
31 December 31 December
2025 2024
Net assets (£) 732,844,000 831,358,000
Ordinary shares in issue 1,647,726,059 1,647,212,355
NAV per share (p) 44.5 50.5
9. Transactions with the Manager and Portfolio Manager
Since 1 September 2017, Titan has been classified as a full-scope Alternative
Investment Fund under the Alternative Investment Fund Management Directive
(the ‘AIFM Directive’). As a result, since 1 September 2017, Titan’s
investment management arrangements are overseen by Octopus AIF Management
Limited (the 'Manager'), an authorised alternative investment fund manager
responsible for ensuring compliance with the AIFM Directive. Octopus AIF
Management Limited has in turn appointed Octopus Investments Limited to act as
Portfolio Manager to Titan (responsible for portfolio management and the
day-to-day running of Titan).
Previous investment management agreement
Up to and including 10 September 2025, Titan operated under an investment
management agreement pursuant to which Octopus AIF Management Limited acted as
Manager and Octopus Investments Limited acted as Portfolio Manager.
Under the previous investment management agreement, Titan paid an annual
management charge (AMC) based on 2% of Titan’s NAV in respect of existing
funds. In respect of funds raised by Titan under the 2018 Offer and thereafter
(and subject to Titan having a cash reserve of 10% of its NAV), the AMC on
uninvested cash was the lower of either (i) the actual return that Titan
received on its cash and funds that are equivalent of cash (which included
corporate bonds and money market funds), subject to a 0% floor, and (ii) 2% of
Titan’s NAV. The AMC was payable quarterly in advance and calculated using
the latest published NAV of Titan and the number of shares in issue at each
quarter end.
Under the previous arrangements, Octopus also provided non-investment services
to the Company and received a fee for these services, capped at the lower of
(i) 0.3% per annum of the Company’s NAV and (ii) the administration and
accounting costs of the Company for the year ended 31 December 2020, with
inflationary increases in line with the Consumer Price Index.
In addition, under the previous investment management agreement, Octopus was
entitled to performance-related incentive fees, subject to a high-water mark
mechanism, and to arrangement and monitoring fees in relation to certain
investments made on behalf of Titan, subject to restrictions introduced from
31 October 2018.
Investment management and non-investment services agreement (IMNISA)
On 11 September 2025, the Company entered into a new investment management and
non-investment services agreement (the IMNISA) with the Manager and the
Portfolio Manager, replacing the previous investment management and
non-investment services arrangements.
Under the IMNISA, Octopus provides investment management services together
with financial, company secretarial and product management non-investment
services to the Company. The previous separate investment management and
non-investment services fees were replaced with a single combined management
fee.
Under the IMNISA, Octopus AIF Management Limited and Octopus Investments
Limited are together entitled, in aggregate, to a management fee of 2% of the
Company’s NAV, payable quarterly in advance and calculated using the latest
published NAV of the Company and the number of shares in issue at each quarter
end. The management fee is subject to tiering, such that the fee reduces from
2% up to a NAV of £500 million, to 1.75% where NAV is between £500 million
and £750 million, and to 1.4% where NAV exceeds £750 million.
The management fee is reduced where the Company’s uninvested cash exceeds
10% of NAV (such excess amount being the 'Surplus Amount'), and where the
overall actual percentage rate charged on the Surplus Amount exceeds the
average total return on that uninvested cash.
During a transitional period following the implementation of the IMNISA (the
‘Transition Period’), the Manager will rebate up to 20% of the management
fee back to the Company where certain performance and realisation targets are
not achieved. Accordingly, during the year a rebate of £913,000 was accrued
and recognised in respect of the period from 11 September to 31 December 2025
and will be received in 2026.
Under the IMNISA, the Manager is entitled to a performance-related incentive
fee (the ‘Performance Fee’) in respect of accounting periods commencing on
or after 1 January 2034. The Performance Fee is subject to a high-water mark
and minimum realisation conditions, and no performance fee is expected to be
payable until at least that date. The revised performance fee structure
provides that any performance fee is payable over a three-year period (rather
than one year) and is subject to recalculation and partial cancellation if the
Company’s NAV declines in the second and/or third years. No performance fee
was payable during the period (2024: £nil).
Fees paid during the year
During the year ended 31 December 2025, the Company incurred a total of
£15,003,000 (2024: £19,079,000) to Octopus in respect of investment
management and non-investment services. This amount includes fees paid under
both the previous investment management agreement (up to 10 September 2025)
and the IMNISA (from 11 September 2025).
Octopus received £24,500 in the period to 31 December 2025 (2024: £39,000)
in regard to arrangement and monitoring fees in relation to investments made
on behalf of Titan. Since 31 October 2018, Octopus no longer receives such
fees in respect of new investments or any such new fees in respect of further
investments into portfolio companies in which Titan invested on or before 31
October 2018, with any such fees received after that time being passed to
Titan.
The cap relating to the Company’s total ongoing charges ratio, that is the
regular, recurring costs of Titan expressed as a percentage of NAV, above
which Octopus has agreed to pay is 2.5% for the year ended 31 December 2025,
and is calculated in accordance with the AIC Guidelines.
Octopus AIF Management Limited remuneration disclosures (unaudited)
Quantitative remuneration disclosures required to be made in this annual
report in accordance with the FCA Handbook FUND 3.3.5 are available on the
website: https://www.octopusinvestments.com/remuneration-disclosures/.
10. Related party transactions
Titan owns Zenith Holding Company Limited, which owns a share in Zenith LP, a
fund managed by Octopus.
In prior periods, Octopus Investments Nominees Limited (OINL) purchased Titan
shares from shareholders to correct administrative issues, on the
understanding that such shares would be sold back to Titan in subsequent share
buybacks. As at 31 December 2025, no Titan shares were held by OINL (2024: 0
shares) as beneficial owner. There were no purchases or sales of Titan shares
by OINL during the year ended 31 December 2025 (2024: OINL purchased 65,000
shares at a cost of £36,000 and sold 65,000 shares for proceeds of £34,000).
This is classed as a related party transaction under UK listing rules only as
Octopus, the Portfolio Manager, and OINL are part of the same group of
companies. Any such future transactions, where OINL takes over the legal and
beneficial ownership of Company shares, will be announced to the market as
required by the UK Listing Rules and disclosed in annual and half-yearly
reports.
Several members of the Octopus investment team hold non-executive
directorships as part of their monitoring roles in Titan’s portfolio
companies, but they have no controlling interests in those companies.
Details of the Directors and their remuneration can be found in the
Directors’ Remuneration Report.
The Directors received the following dividends from Titan:
Year to Year to
31 December 31 December
2025 2024
£ £
Jane O’Riordan 573 4,766
Tom Leader (Chair) 241 1,464
Lord Rockley 395 2,406
Gaenor Bagley 121 738
Julie Nahid Rahman 22 138
Rupert Dickinson — —
1,352 9,512
11. 2025 financial information
The figures and financial information for the year ended 31 December 2025 are
extracted from the Company’s annual financial statements for the period and
do not constitute statutory accounts. The Company’s annual financial
statements for the year to 31 December 2025 have been audited but have not yet
been delivered to the Registrar of Companies. The Auditors’ report on the
2025 annual financial statements was unqualified, did not include a reference
to any matter to which the auditors drew attention without qualifying the
report, and did not contain any statements under Sections 498(2) or 498(3) of
the Companies Act 2006.
12. 2024 financial information
The figures and financial information for the period ended 31 December 2024
are compiled from an extract of the published financial statements for the
period and do not constitute statutory accounts. Those financial statements
have been delivered to the Registrar of Companies and included the Auditors’
report which was unqualified, did not include a reference to any matter to
which the auditors drew attention without qualifying the report, and did not
contain any statements under Sections 498(2) or 498(3) of the Companies Act
2006.
13. Annual Report and financial statements
The Annual Report and financial statements will be posted to shareholders in
early May and will be available on the Company’s website,
https://octopusinvestments.com/our-products/venture-capital-trusts/octopus-titan-vct/.
The Notice of Annual General Meeting is contained within the Annual Report.
A copy of the Annual Report will be submitted to the National Storage
Mechanism and be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
14. General information
Registered in England & Wales. Company No. 06397765
LEI: 213800A67IKGG6PVYW75
15. Directors
Tom Leader (Chair), Lord Rockley, Gaenor Bagley, Julie Nahid Rahman and Rupert
Dickinson.
16. Secretary and registered office
Octopus Company Secretarial Services Limited
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