REG-Final Results
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Octopus AIM VCT 2 plc
Final Results
Octopus AIM VCT 2 plc today announces the final results for the year ended 30
November 2025.
Octopus AIM VCT 2 plc (the ‘Company’) is a Venture Capital Trust (VCT)
which aims to provide shareholders with attractive tax-free dividends and
long-term capital growth by investing in a diverse portfolio of predominantly
AIM-traded companies. The Company is managed by Octopus Investments Limited
(‘Octopus’ or the ‘Investment Manager’).
Highlights
Year to 30 November 2025 Year to 30 November 2024
Net assets (£’000) 77,423 79,062
Profit/(loss) after tax (£’000) 167 (399)
Net asset value (NAV) per share (p) (1) 36.9 40.5
Dividends per share paid in year (p) 3.6 7.2
NAV Total return (%) (2) 0.0 (0.4)
Final dividend proposed (p) (3) 1.8 1.8
Special dividend declared (p) (4) 3.6 3.6
Ongoing charges (%) (5) 2.3 2.4
Cumulative dividends paid since launch (p) (6) 74.5 70.9
(1) NAV per share is calculated on the underlying assets less liabilities of
the Company divided by the number of shares.
(2) Total return is an alternative performance measure calculated as movement
in NAV per share in the period plus dividends paid in the period, divided by
the NAV per share at the beginning of the period.
(3) Subject to shareholder approval at the Annual General Meeting, the
proposed final dividend will be paid on 29 May 2026 to shareholders on the
register on 1 May 2026.
(4) The Board has declared a special dividend of 3.6p, to be paid on 1 April
2026 to shareholders on the register on 13 March 2026.
(5 )Ongoing charges is an alternative performance measure calculated using the
AIC recommended methodology.
(6) Octopus AIM VCT 2 plc was launched in March 2006.
Chair’s statement
Introduction
The year to 30 November 2025 was shaped by ongoing global uncertainty, yet the
UK economy proved resilient. UK inflation continued its steady fall toward the
Bank of England’s target, and three interest rate cuts during the year
helped bolster confidence across financial markets. Despite the impact of
geopolitical upsets, domestic growth proved stronger than expected, and
consumer and business sentiment improved accordingly. Encouragingly, equity
markets performed well overall, with UK valuations continuing to draw interest
from strategic and private equity buyers, particularly among smaller growth
companies on AIM where valuations remained at historic lows throughout the
year.
IPO activity regained momentum over the period, most strongly in the final
quarter of the financial year. Additionally, secondary fundraising activity
also strengthened over the period, reflecting growing investor appetite and
entrepreneurial confidence. AIM companies raised approximately £2.7 billion
during the year, which represents around 50% more than the prior year. The
Company invested £2.5 million in new qualifying opportunities and £1.1
million into follow-on investments, maintaining a disciplined approach against
a robust and growing pipeline. The recent update to VCT rules, aimed at
ensuring continued support for genuine early stage innovation while providing
greater flexibility around follow-on investments, are a welcome development.
Against this more constructive backdrop, the Board remains positive about the
prospects for the year ahead.
Performance
The Company delivered a stable performance over the year, with a net asset
value total return of 0.0% after adding back dividends. This was an
encouraging improvement from the decline reported at the interim stage. As
seen from the comparative performance table below, although the Company’s
relative performance lagged broader indices, this was largely due to continued
investor caution toward smaller growth companies and the portfolio’s limited
exposure to some of the year’s strongest performing sectors, such as mining
and financials, which fall outside the Company’s investment remit.
Encouragingly, portfolio company fundamentals remain solid, positioning the
Company to take advantage of the gradual recovery in confidence and liquidity
within the VCT qualifying smaller company segment of AIM.
Total return basis (%)
Octopus AIM VCT 2 plc 0.0
AIM Index 4.9
FTSE SmallCap Index (excluding investment companies) 8.1
FTSE All-Share Index 20.0
Dividends
In November 2025 an interim dividend of 1.8p was paid to all shareholders. The
Board is recommending a final dividend in respect of the year to 30 November
2025 of 1.8p per share totalling 3.6p in respect of the year, which is a 9.4%
yield(1) on the prior year closing share price of 38.4p, all paid from special
distributable reserves. This is in line with the current policy of maintaining
a minimum annual dividend payment of 3.6p per share or a 5% yield based on the
prior year closing share price, whichever is the greater. Subject to the
approval of shareholders at the Annual General Meeting (AGM), the final
dividend will be paid on 29 May 2026 to shareholders on the register on 1 May
2026.
In addition, as a result of taking exceptional profits in a number of
long-term holdings during the year, most notably the full disposal of Breedon
Group, Learning Technologies Group and Intelligent Ultrasound Group, the Board
has declared a special dividend of 3.6p which will be paid on 1 April 2026.
As communicated in the half‑year report, the Company has updated its
dividend policy. The Board now intends to target an annual dividend of 6% of
the opening NAV, with the flexibility to pay additional special dividends
where there are significant portfolio realisations. The first dividends under
the revised policy are expected to be paid in November 2026.
Shareholders are encouraged to ensure that the details held for them by the
registrar remain accurate and to check whether they have received all
dividends payable to them. This is particularly important for those who move
house or change their bank account or email address. We are aware that some
dividends remain unclaimed by shareholders, so if you believe you are impacted
by this, please contact our registrar, Computershare.
(1) Dividend yield is an alternative performance measure calculated as the
total dividends divided by the closing share price as described in the
Glossary of terms.
Board Changes
Having been on the Board and Chair for nearly 21 years, it is my intention to
retire from the Board with effect from the conclusion of this year’s Annual
General Meeting on 19 May 2026. The Board have considered the skills and
experience of existing Directors and determined that Andy Raynor will succeed
me as Chair of the Company upon my retirement. Brad Ormsby will replace Andy
Raynor as Audit Committee Chair of the Company. Recruitment for a further
Non-executive Director is ongoing and an update will be provided in due
course.
Cancellation of share premium account
At the last AGM, shareholders voted to cancel share premium to increase the
pool of distributable reserves by the amount of £12.0 million. This is a
regular occurrence to enable the continued payment of dividends and buyback of
shares. A special resolution to this effect is being proposed at Resolution
13.
Dividend reinvestment scheme
In common with a number of other VCTs, the Company has established a dividend
reinvestment scheme (DRIS) following approval at the AGM in 2014. Some
shareholders have already taken advantage of this opportunity. For investors
who do not need income, but value the additional tax relief on their
reinvested dividends, this is an attractive scheme and I hope that more
shareholders will find it useful. Over the course of the year 3,784,407 new
shares have been issued under this scheme, returning £1.4 million to the
Company. The final and special dividend referred will be eligible for the
DRIS.
Share issue
Highlights
Octopus AIM VCT 2 plc’s latest fundraise Shares issued
£8.9 million 23,161,892
On 12 January 2026, a prospectus offer was launched alongside Octopus AIM VCT
plc to raise a combined total of up to £30 million, with a £30 million
over-allotment facility.
Share buybacks
During the year to 30 November 2025 the Company continued to buy back shares
in the market from selling shareholders and purchased 8,808,822 Ordinary
shares for a total consideration of £3.2 million. We have maintained a
discount of approximately 4.5% to NAV (equating to up to a 5% discount to the
selling shareholder after costs), which the Board monitors and intends to
retain as a policy which fairly balances the interests of both remaining and
selling shareholders. Buybacks remain an essential practice for VCTs, as
providing a means of selling is an important part of the initial investment
decision and has enabled the Company to grow. As such, I hope you will all
support the appropriate resolution at the AGM.
Liquidity
Shareholders may be interested to know that at the year end, 36.0% of the
Company’s net assets were held in cash or collective investment funds
including funds managed by the team at Octopus and money market funds,
providing short-term liquidity. 47.2% was invested in individual quoted shares
and 17.1% was held in unquoted single company investments. The proportion of
the portfolio represented by unquoted shares has increased over the period,
not because of additional investment in the sector, but because of strong
individual performances from some of the holdings, notably Hasgrove Limited
and Popsa Holdings Ltd. Hasgrove’s valuation increase reflected a bid
approach and sale which completed post‑year‑end. Excluding Hasgrove the
proportion of unquoted investments would have been 4.9% of net assets at the
year end. Shareholders should be aware that a proportion of the quoted
securities may have limited liquidity owing to the size of the portfolio
company and the overall proportion held by the VCT.
VCT status
Shoosmiths LLP provide the Board and Investment Manager with advice concerning
continuing compliance with HMRC regulations for VCTs. The Board has been
advised that the Company is in compliance with the conditions laid down by
HMRC for maintaining approval as a VCT. A key requirement is to maintain at
least an 80% qualifying investment level according to HMRC definitions. As at
30 November 2025, the level was 90%.
Annual General Meeting
The AGM will take place on 19 May 2026 at 10.30am. Further information can be
found in the Notice of Annual General Meeting. The Investment Manager will
provide an update on the Company’s activities and future plans at the AGM.
Formal notices will be sent to shareholders by their preferred method (email
or post) and shareholders are encouraged to submit their votes by proxy. We
always welcome questions from our shareholders at the AGM. Please send these
via email to AIMVCT2AGM@octopusinvestments.com by 5.00pm on 14 May 2026 if you
are unable to attend the AGM in person.
If your shares are held through a nominee account, formal notices will be sent
to your nominee.
Outlook
Looking ahead, the Board remains cautiously optimistic. Although global
uncertainty continues to influence market sentiment and appetite for risk, the
trading outlook for small UK growth companies remains encouraging. Inflation
is moving closer to the Bank of England’s target, while both business and
consumer confidence are starting to recover. Recent interest rate cuts have
also created a more supportive environment for equity markets. Early signs of
renewed investor engagement, combined with attractive valuations, are
providing a constructive backdrop for selective investment. In addition, the
VCT rule changes announced in the November Autumn Budget further underscore
the importance of VCTs as a vital platform for investing in small, high-growth
AIM companies.
The portfolio contains 72 holdings across a range of sectors with exposure to
some exciting new companies and technologies and it is well positioned to
capitalise on emerging opportunities with a strong pipeline and disciplined
long‑term approach.
Keith Mullins
Chair
Investment Manager’s review
Introduction
The UK economy showed encouraging signs of resilience despite the year to 30
November 2025 being marked by ongoing global macroeconomic uncertainty.
Against a difficult backdrop of elevated geopolitical tensions at the start of
2025, supply chain disruption (due to ongoing US-China trade tensions) and
periods of pronounced volatility linked to tariff negotiations and wider
global conflict, domestic economic performance proved more robust than
anticipated. Supported by strong services sector performance, UK GDP grew by
1.4% over the period. Furthermore, inflation moved closer to target, and the
Bank of England implemented three interest rate reductions, lowering the base
rate by a total of 75 basis points over the period.
Within this environment, UK capital market performance showed slow but gradual
positive momentum as the year progressed and as investor confidence returned.
Disappointingly, but not surprisingly, risk appetite remained muted, with
investors continuing to favour larger, more established companies, as
reflected in the relative outperformance of the large cap indices compared
with AIM. Primary market activity remained subdued in the first half of the
year, however signs of recovery in IPOs came later in the second half of the
year signalling improvement in market sentiment and growing recognition of the
UK’s relative political and economic stability as an important underpin for
its longer term investment appeal.
Following successful advocacy by the VCT community earlier in the year, the
Autumn Budget introduced significant VCT rule changes, effective from 6 April
2026. These welcome reforms substantially expand the scheme’s scope to
better support scaling AIM-listed growth companies, raising the gross assets
test to £30 million pre-investment (from £15 million) and £35 million
post-investment (from £16 million), doubling annual company fundraising
limits to £10 million (£20 million for knowledge-intensive companies), and
increasing lifetime investment caps to £24 million (£40 million for
knowledge-intensive). While investor income tax relief was reduced from 30% to
20%, the significantly broader qualifying criteria represent a major positive
development, reinforcing the VCT sector’s vital role in providing growth
capital for innovative smaller businesses.
The Alternative Investment Market
2025 marked AIM’s 30th anniversary, reaffirming its vital role as a primary
funding platform for innovative UK smaller growth companies, enabling many to
secure the capital needed to scale successfully. During the year, AIM proved a
reliable source of capital, raising £2.7 billion, a marked increase from
£1.8 billion the prior period. New IPOs rose over 50% to 14 underscoring
sustained demand from investors and ambitious businesses. Earnings resilience
was evident across much of the index, with numerous companies issuing positive
trading updates despite local and global headwinds. Valuation multiples
nonetheless remained below long-term averages, presenting compelling
acquisition opportunities for private equity and strategic buyers seeking high
quality dynamic companies, a few of which materialised within the portfolio as
detailed later.
Following a muted start to the year, the London Stock Exchange (LSE) finally
turned its attention to reinforcing AIM’s position as Europe’s leading
growth market. In April, the LSE published its discussion paper Shaping the
Future of AIM, inviting feedback from market participants including ourselves;
the subsequent feedback statement in November outlined initial development
priorities across key areas. This represents an important step toward ensuring
AIM remains fit for purpose in a dynamic market and continues to nurture the
growth ecosystem it was designed to support.
Close behind came the Autumn Budget’s welcome VCT rule changes at the end of
November. While the reduction in upfront income tax relief was disappointing,
the substantial expansion of qualifying investment limits including the gross
assets test and lifetime caps will significantly widen the opportunity set and
bolster AIM’s capacity to deliver growth capital over the long term. Octopus
has actively contributed to industry consultations advocating these reforms,
and we welcome the Government’s continued support for VCTs as a
transformational source of patient capital for AIM companies. Encouragingly,
the positive momentum around these changes has carried into 2026 and is
expected to accelerate further.
Performance
After adding back dividends of 3.6p paid during the year, the NAV total return
was flat, an encouraging recovery from the decline reported in the half-year
results. This compared to total returns of 4.9% for the FTSE AIM All-Share
Index, 8.1% for the FTSE SmallCap (excluding investment companies), and 20.0%
for the FTSE All-Share Index. While the NAV trailed the AIM benchmark, this
largely reflected broader market dynamics alongside portfolio positioning.
Investor sentiment remained cautious toward smaller high-growth companies,
particularly those exposed to US tariffs and global supply chain pressures.
The portfolio’s limited exposure to mining and financials, two of the
strongest sectors over the period and typically outside VCT qualifying
criteria, further contributed to the relative divergence. Non-Energy Minerals
drove much of the FTSE AIM All-Share’s gains, propelled by rising precious
metal prices (particularly gold), while the FTSE All-Share benefited from
broader sector strength led by major banks, pharmaceuticals (AstraZeneca,
GSK), defence (Rolls-Royce), and retailers and industrial services in the FTSE
SmallCap index.
Portfolio review
The Company’s well-diversified portfolio of established companies provides
resilience, though individual holdings inevitably influence overall returns.
GB Group was the largest detractor. Despite results meeting expectations,
shares weakened amid uncertainty over U.S. growth prospects due to
tariff-driven volatility. The transition to the Main Market in October
triggered selling pressure from AIM-mandated funds, which impacted its share
price. However, VCT regulations enabled us to retain the holding for a more
favourable long-term outcome as we believe the company is well positioned to
benefit from the growth in its sector. Judges Scientific missed market
expectations in a softer trading environment, partly due to reduced public
research spending following U.S. federal funding cuts. Nonetheless, it remains
a high-quality operator of defensible niche businesses with strong
profitability. GENinCode’s shares declined sharply over the year due to U.S.
regulatory delays in its FDA De Novo submission, compounded by
slower-than-expected interim revenue growth. The company continues advancing
toward significant commercial potential in cardiovascular diagnostics.
PCI-PAL’s share price has been weak over the last few months despite solid
operations, including 25% revenue growth (with increased recurring revenue),
stable margins, reduced losses, and progress on strategic partnerships such as
U.S. healthcare sector integration, creating value the market should recognise
in time.
There were also a number of companies who delivered a significant positive
contribution towards performance. Aurrigo delivered strong updates, driven by
global demand for its autonomous airside solutions and new contract wins. The
AutoCargo launch opened a promising vertical, highlighting long-term
potential. We supported this new development with a new and follow-on
investments, the latter co-led by strategic investor Next Gen Mobility Limited
to bolster its balance sheet. Haydale advanced commercially, with its JustHeat
range securing pilot deployments, UL certification for U.S./Canadian sales,
and multiple contract wins, driving positive valuation momentum. Netcall
traded strongly across its automation and customer-engagement platforms,
backed by robust revenue visibility and a healthy pipeline. Gear4music
improved profitability through operational efficiencies, disciplined inventory
management, stable demand, and strengthening gross margins.
Unquoted investments
Hasgrove’s valuation increased materially during the year, driven by
consistent operational performance and a bid approach from Castik Capital. The
transaction, which completed post year end, valued the business at
approximately 7x ARR and delivered a profit in excess of £9 million for the
Company, an excellent outcome reflective of our long term investment approach.
Popsa continued to scale effectively, reaching 2.5 million customers in 2025
and delivering strong revenue growth. International expansion remains a core
driver, and the company’s valuation was adjusted upward over the period
reflecting this.
New and follow-on investments
Below we have highlighted the six investments made during the year into
VCT‑qualifying companies, comprising three follow‑on investments and three
new investments, at a total cost of £3.6 million. We added three new VCT
non-qualifying investments totalling £1.0 million for the year. This made a
total investment of £4.6 million, a decrease on last year’s £6.9 million.
Below we have put a spotlight on the VCT-qualifying investments made in the
period.
* KRM22 plc £0.2 million – Follow-on – Develops risk management software
designed to help financial services firms improve oversight and reduce
operational risks.
* Abingdon Health plc £0.6 million – Follow-on – A leading international
provider of lateral flow diagnostics, offering contract research, development,
and manufacturing services.
* GENinCode plc £0.3 million – Follow-on – Specialises in genetic testing
used to assess cardiovascular risk.
* Aurrigo International plc £1.1 million – New – Designs fully integrated
airside technology solutions for the aviation sector, improving operational
efficiency and safety.
* RC Fornax plc £0.8 million – New – An engineering consultancy providing
specialised technical solutions for the defence industry.
* Windar Photonics plc £0.6 million – New – A manufacturer of
LiDAR‑based optimisation systems that enhance wind turbine efficiency and
performance.
Disposals
During the year, we sold partial holdings of two companies taking profits from
rising share prices. We had full disposal of fourteen companies in the period
and together all disposals generated net profits of £5.6 million over the
original cost and generated cash proceeds of £13.2 million. As ever we
maintained our sell discipline in the period, taking advantage of price
volatility and blocks of liquidity in the market to take profits for holdings
and also fully exit positions as required.
The successful sale of Breedon, following its earlier migration to the Main
Market, continues to demonstrate the meaningful long-term value that can be
achieved through patient investment in quality businesses. Learning
Technologies Group and Intelligent Ultrasound Group were both sold following
bid approaches from PE investors, to whom the value in the UK market is
clearly apparent. We chose to dispose of our investment in RC Fornax in full,
following a disappointing start to life on public markets with the business
unable to capitalise on the supportive environment for Defence spending.
Significant realisations
Breedon Group
* Cash proceeds: £4.3 million
* Invested: £0.6 million
* Investment date: 2010
* Profit return: 615%
* Sector: Construction & Building
Learning Technologies Group
* Cash proceeds: £3.1 million
* Invested: £0.7 million
* Investment date: 2011
* Profit return: 340%
* Sector: Support Services
Intelligent Ultrasound Group
* Cash proceeds: £1.9 million
* Invested: £1.5 million
* Investment date: 2010
* Profit return: 25%
* Sector: Engineering & Machinery
Liquidity management
Non-qualifying investments are used to manage liquidity while awaiting new
qualifying investment opportunities and we continue to hold some existing
non-qualifying AIM holdings where we see the opportunity for further share
price progress. During the year we increased our holdings in the FP Octopus
Future Generations Fund, investing a total of £0.3 million over the period,
and disposed of part of our holding in FP Octopus UK Multi Cap Income Fund for
£0.6 million.
Outlook and future prospects
The outlook for 2026 remains promising, with strengthening foundations for UK
growth companies amid ongoing geopolitical and market uncertainties. The UK
economy has demonstrated resilience, as inflation edges toward the Bank of
England’s target, consumer and business confidence improves, and further
interest-rate cuts create a supportive environment for equity markets.
Valuations for small and mid-cap companies continue to offer historically
attractive entry points, fostering early signs of renewed investor interest.
For the VCT sector, recent reforms mark a significant advancement, expanding
qualifying company thresholds and investment limits to broaden the investable
universe and align with the needs of dynamic small growth company ambitions.
Though the reduced upfront income-tax relief is disappointing, these
enhancements are poised to drive larger AIM capital raises across technology,
healthcare, industrial innovation, and other key sectors essential to long
term UK economic growth.
Post year-end, the Company achieved strong capital deployment, buoyed by
enhanced market activity, improving market sentiment and a robust pipeline of
opportunities. While short-term volatility may continue, supportive policies,
compelling valuations, and improving market dynamics create an optimistic
backdrop. The Company is well positioned to benefit from this investment
environment, selectively investing in high-growth businesses to deliver
shareholder value.
The Octopus Quoted Companies team
Octopus Investments Limited
Top 10 investments by value as at 30 November 2025
Here, we set out the cost and valuation of the top ten holdings, which account
for over 56% of the value of the portfolio.
Portfolio Sector Investment cost Fair value of investment
1 Hasgrove (1) Unquoted Investment £153,000 £9,420,000
2 Craneware Health Care Providers £479,000 £3,391,000
3 Popsa Unquoted Investment £1,060,000 £2,794,000
4 Netcall Software and Computer Services £356,000 £2,485,000
5 Idox Software and Computer Services £314,000 £2,299,000
6 Animalcare Pharmaceuticals and Biotechnology £824,000 £2,170,000
7 Aurrigo Technology Hardware and Equipment £1,105,000 £1,631,000
8 GBG Software and Computer Services £337,000 £1,398,000
9 Judges Scientific plc Electronic and Electrical Equipment £157,000 £1,364,000
10 Diaceutics Health Care Providers £620,000 £1,224,000
(1) After the year end, the Company realised its investment in Hasgrove
Limited for proceeds of £9,419,893.
Viability statement
As part of their continuing programme of monitoring risk the Directors have
assessed the prospects of the Company over a longer period than the minimum of
twelve months required by the ‘going concern’ provision. The Board
conducted this review for a period of five years, which was considered to be a
reasonable time horizon given that the Company has raised funds under an offer
for subscription and, under VCT rules, subscribing investors are required to
hold their investment for a five-year period in order to benefit from the
associated tax reliefs. The Board regularly considers the Company’s
strategy, including investor demand for the Company’s shares, and a
five-year period is considered to be a reasonable time horizon for this.
The Board carried out a robust assessment of the emerging and principal risks
facing the Company and its current position. This includes the impact of
economic, market, political, and geo-political uncertainty and any other risks
which may adversely impact its business model such as future performance,
solvency or liquidity. Particular consideration was given to the Company’s
reliance on, and close working relationship with, the Investment Manager and
the ability to raise new capital. The principal risks faced by the Company and
the procedures in place to monitor and mitigate them are set out below.
The Board has also considered the liquidity of the underlying investments and
the Company’s cash flow projections and found these to be realistic and
reasonable. The Company’s cash flow includes cash equivalents which are
short-term, highly liquid investments.
Based on the above assessment the Board confirms that it has a reasonable
expectation that the Company will be able to continue in operation and meet
its liabilities as they fall due over the five-year period to 30 November
2030.
Risk and risk management
Principal risks, risk management and regulatory environment
The Board carries out a regular review of the risk environment in which the
Company operates. The Board seeks to mitigate risks by setting policy,
reviewing performance and monitoring progress and compliance. In the
mitigation and management of these risks, the Board applies the principles
detailed in the Financial Reporting Council’s Guidance on Risk Management,
Internal Control and Related Financial and Business reporting. Detailed below
are what the Board deems to be the principal risks of the Company and the
mitigating actions in relation to those risks.
Risk Mitigation Change (1)
Investment risk: The focus of the Company’s investments is into VCT qualifying companies quoted on AIM and the AQSE exchange, which by their nature entail a higher level of risk and lower liquidity than investments in larger quoted companies. The Investment Manager has significant experience and a strong track record of investing in AIM and AQSE companies, and appropriate due diligence is undertaken on every No overall change. Elevated exposure persists due to continued macroeconomic uncertainty and challenging conditions for some portfolio companies.
new investment. The overall risk in the portfolio is mitigated by maintaining a wide spread of holdings in terms of financing stage, age, industry sector and business
models. The Board reviews the investment portfolio with the Investment Manager on a regular basis.
VCT qualifying status risk: The Company is required at all times to observe the conditions for the maintenance of HMRC-approved VCT status. The loss of such approval could lead to the Company and its investors losing access to the tax benefits associated with VCT status and, in certain circumstances, to investors being required to repay the initial income tax relief on their investment. Prior to investment, the Investment Manager seeks assurance that the investment will meet the legislative requirements for VCT investments. On an ongoing basis, the No change to overall risk exposure. VCT status monitoring by independent advisors continues to reduce the risk of an issue causing a loss of VCT status.
Investment Manager monitors the Company’s compliance with VCT regulations on a current and forecast basis to ensure ongoing compliance with VCT legislation. Regular
updates are provided to the Board throughout the year. The VCT status adviser formally reviews the Company’s compliance with VCT regulations on a bi-annual basis and
reports its results to the Board and Investment Manager.
Operational risk: The Board is reliant on the Investment Manager to manage investments effectively, and manage the services of a number of third parties, in particular the registrar and tax advisers. A failure of the systems or controls at the Investment Manager or third-party providers could lead to an inability to provide accurate reporting and to ensure adherence to VCT and other regulatory rules. This could result from a range of factors including an operational failure or cyber incident. The Board reviews the system of internal control, both financial and non-financial, operated by the Investment Manager (to the extent the latter are relevant to the No overall change in risk exposure. While the operational environment remains stable, the Board continues to monitor third-party service performance and emerging risks.
Company’s internal controls). These include controls that are designed to ensure that the Company’s assets are safeguarded and that proper accounting records are
maintained, as well as any regulatory reporting. Feedback on other third parties is reported to the Board on at least an annual basis, including adherence to service
level agreements where relevant.
Cyber and information security: A loss of key data could result in a data breach and fines. The Board is reliant on the Investment Manager and third parties to take appropriate measures to prevent a loss of confidential customer information. Annual due diligence is conducted on third parties by the Investment Manager which includes a review of their controls for information security. The Investment Manager No overall change. Cyber risk remains materially significant, and mitigants are continually evaluated to ensure they remain appropriate in light of evolving threat vectors, including those amplified by artificial intelligence.
has a dedicated cyber and information security team and a third party is engaged to provide continual protection in this area. A security framework is in place to help
prevent malicious events. The Investment Manager reports to the Board on an annual basis to update them on relevant cyber and information security arrangements.
Significant and relevant cyber and information security breaches are escalated to the Board should they occur.
Economic: Events such as an economic recession, movement in interest rates, inflation, political instability and rising living costs could cause volatility in the market, adversely impacting the valuation of investments. This could result in a reduction in the value of the Company’s assets. The Company invests in a diverse portfolio of companies across a range of sectors, which helps to mitigate against the impact of poor performance in any one sector. The No overall change on balance. Increased exposure from prior periods remains as economic uncertainty continues across interest rates, recession risk and other macroeconomic factors.
Company also maintains adequate liquidity to ensure that it can continue to provide follow-on investment to those portfolio companies which require it and which is
supported by the individual investment case. The Investment Manager monitors the impact of macroeconomic conditions on an ongoing basis and provides updates to the Board
at least quarterly.
Legislative: A change to the VCT regulations could adversely impact the Company by restricting the companies the Company can invest in under its current strategy. Similarly, changes to VCT tax reliefs for investors could make VCTs less attractive and impact the Company’s ability to raise further funds. Failure to adhere with other relevant legislation and regulation could result in reputational damage and/or fines. The Investment Manager engages with HM Treasury and industry bodies to demonstrate the positive benefits of VCTs in terms of growing UK companies, creating jobs and No overall change since decline in risk exposure following the agreed extension of the sunset clause to 2035.
increasing tax revenue, and to help shape any change to VCT legislation. The Investment Manager employs individuals with expertise across the legislation and regulation
relevant to the Company. Individuals receive ongoing training and external experts are engaged where required.
Liquidity: The risk that the Company’s available cash will not be sufficient to meet its financial obligations. The Company invests into smaller companies, quoted on the AIM and AQSE exchanges, and private companies which are inherently less liquid than stocks on the main market. Therefore, these may be difficult to realise for their fair market value at short notice. The Investment Manager prepares cash flow forecasts to ensure cash levels are maintained in accordance with policies agreed with the Board. The Company’s overall Risk exposure remains unchanged. Liquidity levels continue to be monitored closely, with no material shifts in the underlying profile.
liquidity levels are monitored on a quarterly basis by the Board, with close monitoring of available cash resources. The Company maintains sufficient cash and readily
realisable securities, including MMFs and OEICs, which can be accessed at short notice. At 30 November 2025, 23.9% of net assets was held in cash and MMFs, realisable
within one business day, and 12.1% in open-ended investment companies (OEICs), realisable in seven business days.
Valuation: For smaller companies or illiquid shares, establishing a fair value can be difficult due to the lack of readily available market data for similar shares, resulting in a limited number of external reference points. Investments in companies traded on AIM and AQSE exchange are valued by the Investment Manager using closing bid prices as reported on Bloomberg. Where investments are in Risk exposure remains unchanged, supported by stable valuation methodologies and continued oversight from the Octopus Valuations Committee and the Board.
unquoted companies or where there are indicators the bid price is not appropriate, alternative valuation techniques are used in accordance with the IPEV guidelines.
Valuations of unquoted portfolio companies are performed by appropriately experienced staff, with detailed knowledge of both the portfolio company and the market in which
it operates. These valuations are then subject to review and approval by the Octopus Valuations Committee, comprised of staff who are independent of the Investment team
and with relevant knowledge of unquoted company valuations. The Board reviews valuations after they have been agreed by the Octopus Valuations Committee.
(1) Since 30 November 2024
Emerging risks
The Board has considered emerging risks. The Board seeks to mitigate emerging
risks and those noted below by setting policy, regular review of performance
and monitoring progress and compliance.
The following are some of the potential emerging risks management and the
Board are currently monitoring:
* adverse changes in global macroeconomic environment;
* geo-political tensions; and
* climate change.
Directors' responsibilities statement
The Directors are responsible for preparing the Strategic Report, the
Directors’ Report, the Directors’ Remuneration Report and the financial
statements in accordance with applicable laws and regulations. They are also
responsible for ensuring that the annual report and accounts include
information required by the Listing Rules of the Financial Conduct Authority.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors have elected to prepare the
financial statements in accordance with United Kingdom Generally Accepted
Accounting Practice (GAAP), including Financial Reporting Standard 102 –
‘The Financial Reporting Standard Applicable in the United Kingdom and
Republic of Ireland’ (FRS 102), (United Kingdom accounting standards and
applicable law). Under company law the Directors must not approve the
financial statements unless they are satisfied that they give a true and fair
view of the state of affairs and profit or loss of the Company for that
period. In preparing these financial statements, the Directors are required
to:
* select suitable accounting policies and then apply them consistently;
* make judgements and accounting estimates that are reasonable and prudent;
* state whether applicable UK accounting standards have been followed, subject
to any material departures disclosed and explained in the financial
statements;
* prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business; and
* prepare a Strategic Report, a Directors’ Report and Directors’
Remuneration Report which comply with the requirements of the Companies Act
2006.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company’s transactions, to disclose with
reasonable accuracy at any time the financial position of the Company and to
enable them to ensure that the financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the assets of the Company
and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
The Directors are responsible for ensuring that the annual report and
accounts, taken as a whole, are fair, balanced and understandable and provides
the information necessary for shareholders to assess the Company’s
performance, business model and strategy.
In so far as each of the Directors is aware:
* there is no relevant audit information of which the Company’s auditor is
unaware; and
* the Directors have taken all steps that they ought to have taken to make
themselves aware of any relevant audit information and to establish that the
auditor is aware of that information.
The Directors are responsible for preparing the annual report and accounts in
accordance with applicable laws and regulations. Having taken advice from the
Audit Committee, the Directors are of the opinion that this report as a whole
provides the necessary information to assess the Company’s performance,
business model and strategy and is fair, balanced and understandable.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company’s website.
Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
The Directors confirm that, to the best of their knowledge:
* the financial statements, prepared in accordance with United Kingdom
Generally Accepted Accounting Practice, including FRS 102, give a true and
fair view of the assets, liabilities, financial position and profit or loss of
the Company; and
* the annual report and accounts (including the Strategic Report), give a fair
review of the development and performance of the business and the position of
the Company, together with a description of the principal risks and
uncertainties that it faces.
On behalf of the Board
Keith Mullins
Chair
Income statement
Year to 30 November 2025 Year to 30 November 2024
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £’000 £’000
Loss on disposal of fixed asset investments - (1,181) (1,181) - (30) (30)
(Loss)/gain on disposal of current asset investments - (24) (24) - 57 57
Gain/(loss) on valuation of fixed asset investments - 2,402 2,402 - (837) (837)
(Loss)/gain on valuation of current asset investments - (510) (510) - 881 881
Investment income 1,303 - 1,303 1,588 - 1,588
Investment management fees (326) (977) (1,303) (353) (1,058) (1,411)
Other expenses (520) - (520) (647) - (647)
Profit/(loss) before tax 457 (290) 167 588 (987) (399)
Tax - - - - - -
Total comprehensive income/(loss) after tax 457 (290) 167 588 (987) (399)
Earnings per share – basic and diluted 0.2p (0.1)p 0.1p 0.3p (0.5)p (0.2)p
•The ‘Total’ column of this statement represents the statutory income
statement of the Company prepared in accordance with the accounting policies
detailed in the Notes to the financial statements; the supplementary revenue
return and capital return columns have been prepared in accordance with the
AIC Statement of Recommended Practice.
• All revenue and capital items in the above statement derive from
continuing operations.
• The Company has only one class of business and derives its income from
investments made in shares and securities and money market funds, as well as
OEIC funds.
The Company has no recognised gains or losses other than the results for the
period as set out above. Accordingly, a statement of comprehensive income is
not required.
The accompanying notes are an integral part of the financial statements.
Balance sheet
As at 30 November 2025 As at 30 November 2024
£’000 £’000 £’000 £’000
Fixed asset investments 49,780 57,141
Current assets:
Investments 9,366 10,146
Money market funds 16,898 10,564
Debtors 250 152
Cash at bank 1,617 1,595
28,131 22,457
Creditors: amounts falling due within one year (488) (536)
Net current assets 27,643 21,921
Total assets less current liabilities 77,423 79,062
Called up equity share capital 21 20
Share premium 692 6,314
Capital redemption reserve 5 4
Special distributable reserve 79,930 76,116
Capital reserve realised (14,184) (13,501)
Capital reserve unrealised 12,272 11,879
Revenue reserve (1,313) (1,770)
Total equity shareholders’ funds 77,423 79,062
NAV per share – basic and diluted 36.9p 40.5p
The statements were approved by the Directors and authorised for issue on 3
March 2026 and are signed on their behalf by:
Keith Mullins
Chair
Company No: 05528235
The accompanying notes are an integral part of the financial statements.
Statement of changes in equity
Share capital £’000 Share premium £’000 Capital redemption reserve £’000 Special distributable reserves (1) £’000 Capital reserve realised (1) £’000 Capital reserve unrealised £’000 Revenue reserve (1) £’000 Total £’000
Balance as at 1 December 2024 20 6,314 4 76,116 (13,501) 11,879 (1,770) 79,062
Comprehensive income/(loss) for the year:
Management fee allocated as capital expenditure - - - - (977) - - (977)
Current year net loss on disposal - - - - (1,205) - - (1,205)
Current year gain on fair value of investments - - - - - 1,892 - 1,892
Profit after tax - - - - - - 457 457
Total comprehensive (loss)/profit for the year - - - - (2,182) 1,892 457 167
Contributions by and distributions to owners:
Repurchase and cancellation of own shares (1) - 1 (3,230) - - - (3,230)
Issue of shares 2 9,492 - - - - - 9,494
Share issue costs - (501) - - - - - (501)
Dividends paid - - - (7,569) - - - (7,569)
Total contributions by and distributions to owners 1 8,991 1 (10,799) - - - (1,806)
Other movements:
Cancellation of share premium - (14,613) - 14,613 - - - -
Prior years’ holding loss now realised - - - - 1,499 (1,499) - -
Total other movements - (14,613) - 14,613 1,499 (1,499) - -
Balance as at 30 November 2025 21 692 5 79,930 (14,184) 12,272 (1,313) 77,423
(1)Included within these reserves is an amount of £64,433,000 (2024:
£60,845,000) 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 30 November 2025, £37,346,000 of the special reserve is distributable
under this restriction.
Share capital £’000 Share premium £’000 Capital redemption reserve £’000 Special distributable reserves £’000 Capital reserve realised £’000 Capital reserve unrealised £’000 Revenue reserve £’000 Total £’000
Balance as at 1 December 2023 18 7,619 3 80,043 (5,400) 4,765 (2,358) 84,690
Comprehensive income/(loss) for the year:
Management fee allocated as capital expenditure - - - - (1,058) - - (1,058)
Current year net gain on disposal - - - - 27 - - 27
Current year gain on fair value of investments - - - - - 44 - 44
Profit after tax - - - - - - 588 588
Total comprehensive (loss)/profit for the year - - - - (1,031) 44 588 (399)
Contributions by and distributions to owners:
Repurchase and cancellation of own shares (1) - 1 (2,533) - - - (2,533)
Issue of shares 3 11,264 - - - - - 11,267
Share issue costs - (554) - - - - - (554)
Dividends paid - - - (13,409) - - - (13,409)
Total contributions by and distributions to owners 2 10,710 1 (15,942) - - - (5,229)
Other movements:
Cancellation of share premium - (12,015) - 12,015 - - - -
Prior years’ holding gains now realised - - - - (7,070) 7,070 - -
Total other movements - (12,015) - 12,015 (7,070) 7,070 - -
Balance as at 30 November 2024 20 6,314 4 76,116 (13,501) 11,879 (1,770) 79,062
The accompanying notes are an integral part of the financial statements.
Cash flow statement
Year to 30 November 2025 Year to 30 November 2024
£'000 £'000
Cash flows from operating activities
Profit/(loss) on ordinary activities before tax 167 (399)
Adjustments for:
Increase in debtors (98) –
(Decrease)/increase in creditors (48) 52
Loss on disposal of fixed assets 1,181 30
Loss/(gain) on disposal of current asset investments 24 (57)
(Gain)/loss on valuation of fixed asset investments (2,402) 837
Loss/(gain) on valuation of current asset investments 510 (881)
Net cash utilised in operating activities (666) (418)
Cash flows from investing activities
Purchase of fixed asset investments (4,569) (6,934)
Proceeds from sale of fixed asset investments 13,151 2,214
Purchase of current asset investments (300) (924)
Proceeds from sale of current asset investments 546 512
Net cash flows generated from/(utilised in) investing activities 8,828 (5,132)
Cash flows from financing activities
Purchase of own shares (3,230) (2,533)
Share issues net of DRIS 8,102 8,815
Share issue costs net of DRIS (501) (554)
Dividends paid net of DRIS (6,177) (10,957)
Net cash flows utilised in financing activities (1,806) (5,229)
Increase/(decrease) in cash and cash equivalents 6,356 (10,779)
Opening cash and cash equivalents 12,159 22,938
Closing cash and cash equivalents 18,515 12,159
Closing cash and cash equivalents is represented by:
Cash at bank 1,617 1,595
Money market funds 16,898 10,564
Total cash and cash equivalents 18,515 12,159
The accompanying notes are an integral part of the financial statements.
Events after the end of the reporting period
The following events occurred between the balance sheet date and the signing
of these financial statements:
* a full disposal of 169,514 shares in Hasgrove Limited for total
consideration of £9,419,893.
The following shares have been bought back since the year end:
* 18 December 2025: 1,968,953 shares at a price of 35.37p per share.
* 22 January 2026: 1,455,988 shares at a price of 36.17p per share.
* 19 February 2026: 877,140 shares at a price of 35.47p per share.
Notes to the financial statements
1. Significant accounting policies
The Company is a Public Limited Company (plc) incorporated in England and
Wales and its registered office is 6th Floor, 33 Holborn, London, EC1N 2HT.
The Company’s principal activity is to invest in a diverse portfolio of
predominantly AIM-traded companies with the objective of providing
shareholders with attractive tax-free dividends and long-term capital growth.
Basis of preparation
The financial statements have been prepared under the historical cost
convention, except for the measurement at fair value of certain financial
instruments, and in accordance with UK Generally Accepted Accounting Practice
(GAAP), including Financial Reporting Standard 102 – ‘The Financial
Reporting Standard applicable in the United Kingdom and Republic of Ireland’
(FRS 102), and with the Companies Act 2006 and the Statement of Recommended
Practice (SORP) ‘Financial Statements of Investment Trust Companies and
Venture Capital Trusts (issued 2014 and updated in July 2022)’.
The significant accounting policies have remained unchanged since those set
out in the Company’s 2024 annual report and accounts. A summary of the
principal accounting policies is set out below.
FRS 102 sections 11 and 12 have been adopted with regard to the Company’s
financial instruments. The Company held all fixed asset investments at fair
value through profit or loss (FVTPL); therefore all gains and losses arising
from such investments held are attributable to financial assets held at FVTPL.
Accordingly, all interest income, fee income, expenses and gains and losses on
investments are attributable to assets held at FVTPL.
2. Income
Accounting policy
Investment income includes interest earned on money market securities and
shown net of income tax withheld at source. Dividend income is shown net of
any related tax credit. Dividends are allocated to revenue or capital
depending on whether the dividend is of a revenue or capital nature.
Dividends receivable are recognised when the Company’s right to receive
payment is established and it is probable that payment will be received. Fixed
returns on debt and money market securities are recognised on a time
apportionment basis so as to reflect the effective yield, provided there is no
reasonable doubt that payment will be received in due course.
Disclosure
30 November 2025 30 November 2024
£’000 £’000
Dividends receivable from fixed asset investments 504 590
Loan note interest receivable 81 67
Income receivable on money market securities 718 931
Total 1,303 1,588
3. Investment management fees
30 November 2025 30 November 2024
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Investment management fees 326 977 1,303 353 1,058 1,411
Octopus provides investment management and accounting and administration
services to the Company under a management agreement which may be terminated
at any time thereafter by not less than 12 months’ notice given by either
party. No compensation is payable in the event of terminating the agreement by
either party, if the required notice period is given. The fee payable, should
insufficient notice be given, will be equal to the fee that would have been
paid should continuous service be provided, or the required notice period was
given. The management fee is an annual charge and is set at 2% of the
Company’s net assets. The Investment Manager is not entitled to any annual
performance incentive scheme.
During the year Octopus charged gross management fees of £1,598,000 (2024:
£1,708,000). When the various allowances detailed below are included, the net
management fee for the year is £1,303,000 (2024: £1,411,000). At the year
end £336,000 was payable to Octopus (2024: £379,000). Octopus received
£97,000 as a result of upfront fees charged on allotments of Ordinary shares
(2024: £189,000). The increase in upfront fees this year has proportionately
increased in line with the value of allotments in the year.
The Company pays ongoing adviser charges to independent financial advisers
(IFAs). Ongoing adviser charges are an ongoing fee of up to 0.5% per annum of
the amount invested for a maximum of nine years paid to Advisers who are on an
advised and ongoing fee structure. The Company is rebated for this cost by way
of a reduction in the annual management fee. For the year to 30 November 2025
the rebate received was £83,000 (2024: £108,000).
The Company also facilitates upfront fees to IFAs where an investor has
invested through a financial adviser and has received upfront advice. Where an
investor agrees to an upfront fee only, the Company can facilitate a payment
of an initial adviser charge of up to 4.5% of the investment amount. If the
investor chooses to pay their intermediary/adviser less than the maximum
initial adviser charge, the remaining amount will be used for the issue and
allotment of additional new shares for the investor. In these circumstances
the Company does not facilitate ongoing annual payments. To ensure that the
Company is not financially disadvantaged by such payment, a notional ongoing
adviser charge equivalent to 0.5% per annum of the amount invested will be
deemed to have been paid by the Company for a period of nine years. The
Company is rebated for this cost, also by way of a reduction in the annual
management fee. For the year to 30 November 2025 the rebate received was
£163,000 (2024: £134,000).
The Company also receives a reduction in the management fee for the
investments in other Octopus managed funds, being the Multi Cap, Micro Cap
Growth and Future Generations products, to ensure the Company is not double
charged on these products. This amounted to £54,000 for the year to 30
November 2025 (2024: £55,000).
The management fee has been allocated 25% to revenue and 75% to capital, in
line with the Board’s expected long-term return in the form of income and
capital gains respectively from the Company’s investment portfolio.
4. Other expenses
Accounting policy
All expenses are accounted for on an accruals basis and are charged wholly to
revenue, apart from management fees which are charged 25% to revenue and 75%
to capital.
The transaction costs incurred when purchasing or selling assets are written
off to the Income Statement in the period that they occur.
Disclosure
30 November 2025 30 November 2024
£’000 £’000
IFA charges 83 108
Directors’ remuneration 115 117
Audit fees 53 51
Registrar fees 56 55
Printing and postage 17 15
VCT monitoring fees 8 18
Legal and professional fees 17 15
Directors’ and officers’ liability insurance 28 43
Brokers’ fees 6 6
Other administration expenses 137 219
Total 520 647
The fees payable to the Company’s auditor above are stated net of VAT and
the VAT is included within other administration expenses. No non-audit
services were provided by the Company’s auditor.
The ongoing charges of the Company were 2.3% of average net assets during the
year to 30 November 2025 (2024: 2.4%).
5. Tax
Accounting policy
Current tax is recognised for the amount of income tax payable in respect of
the taxable profit/(loss) for the current or past reporting periods using the
current UK corporation tax rate. The tax effect of different items of
income/gain and expenditure/loss is allocated between capital and revenue
return on the ‘marginal’ basis as recommended in the SORP.
Deferred tax is recognised on an undiscounted basis in respect of all timing
differences that have originated but not reversed at the balance sheet date,
except as otherwise indicated.
Deferred tax assets are only recognised to the extent that it is probable that
they will be recovered against the reversal of deferred tax liabilities or
other future taxable profits.
Disclosure
The corporation tax charge for the year was £nil (2024: £nil).
30 November 2025 30 November 2024
£’000 £’000
Profit/(loss) before tax 167 (399)
Current tax at 25% (2024: 25%) 42 (100)
Effects of
Non-taxable income (305) (380)
Non-taxable capital gains (172) (18)
Non-deductible expenses 7 10
Excess management expenses on which deferred tax not recognised 428 488
Total tax charge - -
Approved VCTs are exempt from tax on capital gains within the Company. Since
the Board intends that the Company will continue to conduct its affairs so as
to maintain its approval as a VCT, no deferred tax has been provided in
respect of any capital gains or losses arising on the revaluation or disposal
of investments.
As at 30 November 2025, there is an unrecognised deferred tax asset of
£5,648,000 (2024: £5,450,000) in respect of surplus management expenses of
£22,591,000 (2024: £21,800,000), based on a prospective tax rate of 25%
(2024: 25%). This deferred tax asset could in future be used against taxable
profits.
Provided the Company continues to maintain its current investment profile, it
is unlikely that the surplus management expenses will be utilised and that the
Company will obtain any benefit from this asset.
6. Dividends
Accounting policy
Dividends payable are recognised as distributions in the financial statements
when the Company’s liability to make a payment has been established. This
liability is established on the record date, the date on which those
shareholders on the share register are entitled to the dividend.
Disclosure
30 November 2025 30 November 2024
£’000 £’000
Dividends paid on Ordinary shares during the year
Final dividend – 1.8p per share paid 29 May 2025 (2024: 1.8p per share) 3,802 3,302
Special dividend – Nil (2024: 3.6p per share) - 6,605
Interim dividend – 1.8p per share paid 27 November 2025 (2024: 1.8p per share) 3,767 3,502
Total 7,569 13,409
During the year £1,392,000 (2024: £2,452,000) of dividends were reinvested
under the DRIS.
Under Section 32 of FRS 102 ‘Events After the end of the Reporting
Period’, dividends payable at year end are not recognised as a liability.
Details of these dividends and all other dividends declared in the year are
set out below.
30 November 2025 30 November 2024
£’000 £’000
Dividends paid and proposed
Interim dividend – 1.8p per share paid 27 November 2025 (2024: 1.8p per share) 3,767 3,502
Final dividend proposed – 1.8p per share payable 29 May 2026 (2024: 1.8p per share) 3,776 3,517
Special dividend declared – 3.6p per share payable 1 April 2026 (2024: 3.6p per share) 7,551 6,605
15,094 13,624
The above proposed final dividend is based on the number of shares in issue at
the date of this report. The actual dividend paid may differ from this number
as the dividend payable will be based on the number of shares in issue on the
record date and will reflect any changes in the share capital between the year
end and the record date.
7. Earnings per share
30 November 2025 30 November 2024
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Profit/(loss) attributable to Ordinary shareholders 457 (290) 167 588 (987) (399)
Earnings per Ordinary share 0.2p (0.1)p 0.1p 0.3p (0.5)p (0.2)p
The profit/(loss) per share is based on 207,798,492 (2024: 184,864,715)
Ordinary shares, being the weighted average number of Ordinary shares in issue
during the year, and the profit on ordinary activities after tax for the year
of £167,000 (2024: loss of £399,000).
There are no potentially dilutive capital instruments in issue and, as such,
the basic and diluted earnings per share are identical.
8. Net asset value per share
30 November 2025 30 November 2024
Net assets (£’000) 77,423 79,062
Shares in issue 209,756,363 195,403,293
NAV per share (p) 36.9 40.5
There are no potentially dilutive capital instruments in issue and, as such,
the basic and diluted NAV per share are identical.
9. Related Party Transactions
Details of the Directors, their remuneration and shareholdings can be found in
the Directors’ Remuneration Report.
10. 2025 financial information
The figures and financial information for the year ended 30 November 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 30 November 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.
11. 2024 financial information
The figures and financial information for the period ended 30 November 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.
12. Annual Report and financial statements
The Annual Report and financial statements will be posted to shareholders in
March and will be available on the Company’s website. The Notice of Annual
General Meeting is contained within the Annual Report.
13. General information
Registered in England & Wales. Company No. 05528235
LEI: 213800BW27BKJCI35L17
14. Directors
Keith Mullins (Chair), Andy Raynor, Brad Ormsby and Virginia (Connelly) Bull
15. Secretary and registered office
Octopus Company Secretarial Services Limited
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