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 share1 | 150.1p | 155.6p |
| Total return per share2 | (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 charges5 | 2.3% | 2.5% |
- Total value per share is an alternative performance measure, calculated as Net Asset Value (NAV) plus cumulative dividends paid since launch.
- 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.
- Total return % is an alternative performance measure, calculated as total return/opening NAV.
- Dividend yield is an alternative performance measure, calculated as dividends paid/opening NAV.
- 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 [email protected].
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 return1 | 20.3% | (22.5)% | (12.4)% | (14.1)% | (10.9)% |
| Dividend yield2 | 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 proceeds1 (£'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 detail1
| 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 available2 | |
| Turnover: | Not available2 (2024: Not available2) | |
| Profit/(loss) before tax | Not available2 (2024: Not available2) | |
| Net assets: | Not available2 (2024: Not available2) | |
| 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 available2 | |
| Turnover: | Not available2 (2024: Not available2) | |
| Profit/(loss) before tax: | Not available2 (2024: Not available2) | |
| Net assets: | Not available2 (2024: Not available2) | |
| 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 available2 (2024: Not available2) |
| Profit/(loss) before tax: | Not available2 (2024: Not available2) |
| 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 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. | Risk exposures continue to increase due to the difficult macro environment and challenging trading conditions for some portfolio companies continuing. |
| 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 Board at each Board meeting. The Board has also engaged external independent advisers to undertake an independent VCT status monitoring role. | 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. |
| 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 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. | 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. |
| 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 controls). These include controls designed to make sure that Titan’s assets are safeguarded and that proper accounting records are maintained. | No overall change in risk exposure on balance. |
| 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 and a third party is engaged to provide continual protection in this area. A security framework is in place to help prevent malicious events. | 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. |
| 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 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. | 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. |
| 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 and increasing tax revenue, and to help shape any change to VCT legislation. | 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. |
| 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 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. | Risk exposure has continued to increase, reflecting economic uncertainty, the impact on fundraising and the risk of failing to exit portfolio companies. |
| 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. 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. | Risk exposure remains unchanged from the previous period due to economic uncertainty within valuation modelling. |
| 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 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. | 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. |
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 cash1 | 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 | |||
- 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 | reserve1 | realised1 | unrealised | reserve1 | 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 |
- 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.
- 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 | reserve1 | realised1 | unrealised | reserve1 | 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 |
- 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 tax1 | (90,535) | (147,649) |
| (Increase)/decrease in debtors2 | (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 |
- Loss before tax includes cash inflows from dividends of £3.3 million (2024: £4.2 million) and bond coupons of £4.8 million.
- 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 income1 | 4,767 | — |
| Total investment income | 8,074 | 4,215 |
- 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 fee1 | 1,495 | 2,078 |
| Professional fees2 | 1,027 | 363 |
| Directors’ remuneration3 | 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 |
- 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.
- 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.
- 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 distribution1 | — | 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
6th Floor, 33 Holborn, London EC1N 2HT
