REG-Half-Yearly Results
18/11/2025 16:00
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Octopus AIM VCT plc
Half-Yearly Results
Octopus AIM VCT plc announces its unaudited half-yearly results for the six
months ended 31 August 2025.
Octopus AIM VCT plc (the ‘Company’) is a venture capital trust (VCT) which
aims to provide shareholders with attractive tax-free dividends and long-term
capital growth by investing in a diverse portfolio of predominantly AIM-traded
companies. The Company is managed by Octopus Investments Limited
(‘Octopus’ or the ‘Investment Manager’).
Financial summary
Six months to 31 August 2025 Six months to 31 August 2024 Year to 28 February 2025
Net assets (£’000) 112,277 117,750 115,383
(Loss)/Profit after tax (£’000) (522) 2,521 (6,079)
Net asset value (NAV) per share (p) 47.8 57.2 50.6
Total return per share (%) (1) (0.6) 2.1 (4.4)
Dividends per share paid in the period (p) 2.5 7.4 9.9
Dividend per share declared (p) (2) 2.5 2.5 2.5
(1)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.
(2)The interim dividend of 2.5p will be paid on 27 January 2026 to those
shareholders on the register on 30 December 2025.
Chair’s statement
The six months to 31 August 2025 commenced amid considerable turbulence, with
geopolitical uncertainty following “Liberation Day” weighing heavily on
investor sentiment and overall market confidence. The AIM market’s
performance at the start of the period was subdued, reflecting these pressures
and investor concerns about the challenges affecting AIM. As the period
progressed, both AIM and the broader UK capital market made good progress with
volatility falling and market participants becoming more optimistic amid
encouraging tariff negotiations.
At the start of the period, IPO (initial public offering) and follow-on
fundraising activity was subdued, reflecting the understandable caution of
companies operating within a volatile macroeconomic environment.
Encouragingly, this pause proved temporary as momentum gradually improved,
with capital markets rebounding on recovering confidence. Towards the end of
the period and post the half-year end a new wave of ambitious, innovative
companies has emerged, seeking growth capital and adding fresh energy to an
increasingly healthy pipeline of IPO candidates and secondary fundraisings.
Despite this gradual improvement in market sentiment, investors remained
selective and cautious, particularly regarding smaller, high-growth
businesses. This caution weighed on valuations and contributed to the
Company’s 0.6% decline in Net Asset Value (NAV) after accounting for the
final dividend of 2.5p, and lagging the AIM Index, which rose 9.7% over the
period. The divergence in relative performance was largely due to the
portfolio’s limited exposure to the mining and financial sectors, which
drove much of the AIM Index’s gains. Many companies in these sectors do not
qualify for VCT funding and are therefore not held in the portfolio. This is
covered in more detail in the Investment Manager’s Review. Looking forward,
early signs of recovery and a gradual return in investor confidence provide a
foundation for optimism that performance will improve over time.
Encouragingly, policy support continued to provide a reassuring backdrop. The
government’s reaffirmation of its commitment to Venture Capital Trusts in
the Spring Statement demonstrated encouraging support for the channelling of
patient, long-term growth capital to UK enterprises. The Chancellor’s
Mansion House speech was also well received as she reiterated government
support for the direction of investment into productive growth sectors, which
should further strengthen the foundation for the UK’s dynamic small and
mid-cap markets. Together, these signals point towards a cautiously brighter
outlook defined by recovery, resilience, and renewal across AIM and the wider
UK economy.
Transactions with the Investment Manager
Details of amounts paid to the Investment Manager are disclosed in Note 8 to
the half-yearly report.
Share buybacks
During the six months to 31 August 2025, the Company repurchased 4,653,994
Ordinary shares at a total cost of £2,205,000. Shareholder feedback gathered
by the Investment Manager continues to highlight the importance of this
buyback facility to investors. The Board remains committed to maintaining its
policy of repurchasing shares at a discount of up to 5% of NAV to the selling
shareholder.
Share issues
In this period 11,164,307 new shares were issued, 2,227,986 of these being
issued through the Dividend Reinvestment Scheme (DRIS).
Dividends
On 28 August 2025, the Company paid a final dividend of 2.5p per share for the
financial year ended 28 February 2025. For the period to 31 August 2025, the
Board has declared an interim dividend of 2.5p per share, to be paid on 27
January 2026 to shareholders on the register as at 30 December 2025. This is
consistent with the Company’s current dividend policy, which targets a
minimum annual dividend payment of 5.0p per share or a 5% yield based on the
prior year-end share price, whichever is higher. Dividends are typically paid
in two instalments each year.
To support the Company’s long-term sustainability and ensure it remains well
positioned to deliver value for shareholders, the Board has undertaken a
review of the current dividend policy. This follows a prolonged period of
market volatility, together with a sustained record of high dividend
distributions, both of which have together contributed to a reduction in the
Net Asset Value (NAV) per share over time.
As a result, from the financial year ended February 2027 onward, a revised
dividend policy will be implemented, commencing with the interim dividend
payable around January 2027. Under the new dividend policy, the Company will
target an annual dividend equivalent to 6% of the opening NAV per share, with
the flexibility to distribute additional special dividends in the event of
significant portfolio realisations.
This approach is intended to provide shareholders with a reliable stream of
tax-free dividends while supporting the Company’s capacity for long-term
investment growth. It also ensures that, when larger profitable exits occur,
shareholders remain well positioned to continue to benefit from material
beneficial exits through special dividends, an area in which the Company has
consistently delivered strong performance. The Board believes this revised
policy achieves the right balance between providing regular returns to
shareholders and maintaining the financial strength required to support future
value creation.
Board composition
As outlined in the Annual Report and Accounts for the year ended 28 February
2025, Neal Ransome, who served as a director for nine years and as Chair since
2021, stepped down from the Board following the Annual General Meeting on 23
July 2025. I would like to extend my sincere thanks to Neal for his
significant contribution and leadership during his tenure. I am pleased to
welcome David Docherty to the Board as a director with effect from 23 July
2025. David brings extensive asset management experience, having held a range
of senior roles as both a portfolio manager and investment director.
Principal risks and uncertainties
The principal risks and uncertainties are set out in Note 7 to the half-yearly
report below.
Outlook
Investors appear cautiously optimistic about UK capital markets. IPO activity
and secondary fund raising are beginning to improve, though confidence remains
measured ahead of the Autumn Budget. At the same time, current valuations
across the AIM market remain low, which is increasingly being viewed as an
attractive entry point by long term investors seeking exposure to high growth
UK businesses. The proposed reforms could also prove beneficial for AIM VCTs
by directing more capital towards these innovative companies. If enacted, we
expect these changes to help stimulate IPOs and secondary fund raising,
strengthening the broader market’s resilience and longer term stability. We
believe your Investment Manager is well positioned to invest in new
opportunities as they arise.
Joanne Parfrey
Chair
Investment Manager’s review
Overview
Since March 2025, the AIM market and broader UK economy have shown tentative
but sustained signs of recovery supported by improving macroeconomic
fundamentals and resilient corporate trading performance. Despite ongoing
geopolitical and market uncertainties, growth has remained steady with the UK
amongst the fastest growing G7 nations, demonstrating reassuring resilience
amid global volatility. This recovery is supported by robust performance in
key sectors such as services and manufacturing. Additionally, inflation has
continued to trend downward enabling the Bank of England to make successive
interest rate cuts in May and August with further cuts expected in the near
term. Coupled with modest improvements in business confidence and investment
growth, these factors have stimulated renewed equity market activity, improved
investor sentiment and a modest rebound in capital market transactions.
Encouragingly, many AIM companies in your portfolio reported strong earnings
growth during the review period, underscoring AIM’s crucial role as a
platform for innovative small to mid-sized growth businesses. While capital
outflows and corporate delistings continue to present challenges, new IPOs and
secondary fundraisings have cautiously resumed. Additionally, public
recognition of the vital role AIM VCTs play in financing these growth
companies was emphasised in the 2025 Spring Budget and Mansion House
statements, which highlighted VCTs as key vehicles for channelling capital
into UK innovation.
Building on this, the Venture Capital Trust Association (VCTA) has submitted a
comprehensive reform proposal to HM Treasury, advocating for a modernisation
of VCT rules. Key recommendations include increasing the annual investment
limit to £6.5 million and the lifetime limit to £16 million, with higher
thresholds for Knowledge Intensive Companies. The proposal also suggests
extending the company age eligibility from seven to ten years, and up to 13
years for Knowledge Intensive firms, having secured the scheme’s
continuation until at least 2035. Designed to counteract inflation’s erosion
of investment limits and to broaden regional and sectoral support, these
reforms aim to ensure VCTs remain essential vehicles for financing high-growth
sectors like technology and life sciences. Importantly, the proposed changes
are expected to be low cost or cost-neutral to the Exchequer, preserving
VCTs’ vital role in driving UK innovation and job creation amid varying
economic conditions. We strongly welcome these proposals, which have the
potential to positively transform the sector.
Performance
Over the six months to 31 August 2025, the NAV declined by 0.6% on a total
return basis, compared to a 9.7% increase in the AIM Index, a 11.8% rise in
the FTSE Small Cap Index (excluding Investment Trusts), and a 7.1% gain in the
FTSE All Share Index, all on a total return basis. The AIM Index’s
performance was largely driven by the precious metals and mining sectors,
benefiting from higher commodity prices, particularly gold, which, as a
significant sector weight, had an outsized effect. In contrast, the FTSE All
Share Index’s growth was supported by a broader range of sectors including
financials, aerospace and defence, and consumer staples. The financial sector
gains were mainly led by banks, while aerospace and defence saw increased
investor interest amid ongoing geopolitical uncertainties. Tobacco was the
main contributor within consumer staples. The FTSE Small Cap Index
(ex-Investment Trusts) was boosted by strong sector performance of financials,
mining, and specialty retail, which experienced resilient demand. Your
portfolio underperformed primarily due to its limited exposure to
top-performing sectors such as mining and financials, which generally are
outside of VCT qualification criteria. While the AIM Index remains the most
appropriate benchmark, it is worth noting that a considerable portion of it
lies outside our investable universe.
Several companies contributed positively to performance during the period.
Haydale Graphene Industries plc made strong commercial progress with its
graphene-based JustHeat product line, securing commitments for over 40 pilot
installations across Welsh housing providers and signing a strategic UK-wide
distribution agreement with Quidos Protect, a network of qualified heating
engineers. JustHeat also received UL (Underwriters Laboratories)
certification, enabling commercial sales in the US and Canada, significantly
expanding its market opportunity. SDI Group plc delivered on full-year market
expectations, driven by improved second-half demand and a solid order book
despite macroeconomic challenges. The company also announced a £4.75 million
acquisition of Severn Thermal Solutions, expected to be immediately earnings
enhancing. Craneware plc was the subject of a bid from Bain Capital at a
premium to the prevailing share price. Although the Board rejected the
approach, it has sharpened investor focus on the company’s fundamental
value. Aurrigo International plc provided encouraging updates on their
autonomous vehicle division, including the launch of AutoCargo (an autonomous
vehicle developed with UPS to transport heavy cargo) and announced a strategic
partnership with Swissport to deploy its technology at Zurich Airport.
Among the detractors during the period was GB Group plc, whose share price
faced downward pressure mainly due to cautious sentiment around US spending.
Despite this, the company continued to trade broadly in line with market
expectations, supported by steady operational progress and initiatives to
strengthen its US identity business. The company’s announcement of its
intention to move from AIM to the Main Market by 30 October introduced
additional selling pressure, temporarily depressing the share price. GENinCode
plc faced delays in FDA approval for its tests, which, while frustrating,
there still remains significant growth opportunities for the business in its
market. RC Fornax plc downgraded its revenue expectations after failing to
convert its pipeline, a disappointing update from a company that listed with
strong growth ambitions and seemed well positioned to benefit from increased
defence spending. Beek Financial Cloud announced a strategic shift towards a
revenue-share model, intended to boost long-term profitability. However, this
approach involves greater commercial risk, which was poorly received by the
market. Despite this, the business remains well positioned for growth,
recently securing significant Proximity Cloud wins and renewals worth
approximately $10 million.
Portfolio activity
During the period under review, the Company made one qualifying investment
totalling £0.1 million, a decrease from the £2.1 million invested in the
same period last year. This investment was a follow-on into Aurrigo
International plc, a specialist in designing and developing fully integrated
smart airside solutions for the aviation industry. Aurrigo successfully raised
£14 million during the period, led by a strategic investor, Next Gen
Mobility, leaving the company well capitalised to accelerate its growth
trajectory with a focus on expanding its autonomous vehicle portfolio and
airport deployments globally.
We invested £0.6 million in Applied Nutrition plc, a UK-based developer and
seller of sports nutrition and wellness products. The company serves both
domestic and international markets through retail and wholesale channels. The
investment in this non-qualifying Main List company is part of our liquidity
management strategy and aims to increase exposure to UK equities where
valuations appear significantly undervalued. Applied Nutrition has
demonstrated strong momentum, with H1 2025 revenue of £47.6 million,
exceeding IPO guidance, and year-on-year normalised growth of approximately
19%. The company is well positioned for sustained growth supported by
expanding distribution across the UK and Europe, new customer wins, and a
growing direct-to-consumer channel, presenting an excellent entry point with
potential for significant multi-year returns. Furthermore, the portfolio
continues to hold certain existing non-qualifying AIM investments where we see
potential for further share price appreciation. During the year, we partially
disposed of our holding in the FP Octopus UK Multi Cap Income Fund, realising
proceeds of £0.7 million.
Over the period, disposals generated a net gain of £10 million over book cost
and produced cash proceeds of £16.8 million. Partial sales were made in
Sosandar plc, Next 15 Group plc, Applied Nutrition plc, and Gooch & Housego
plc. We also fully exited nine holdings, including Ricardo plc, Breedon Group
plc, Intelligent Ultrasound Group plc, Learning Technologies Group plc, RWS
Holdings plc, Restore plc, Maxcyte Inc., Advanced Medical Solutions Group plc,
and RC Fornax plc. The sale of Breedon Group (as a result of the company
moving to the Main List in 2023), was a standout trade, delivering
approximately a 6.5x return and realising substantial profits. This
exemplifies the success of our long-term investment strategy and the value it
can create for shareholders over time.
At the end of the period, 30.3% of the Company’s net assets were held in
cash or collective investment funds providing short-term liquidity reflective
of the recent disposals.
Unquoted investments
As stated in the investment policy, the Company is able to make investments in
unquoted companies intending to float. At 31 August 2025, 11.1% (31 August
2024: 8.7% and 28 February 2025: 13.2%) of the Company’s net assets were
invested in unquoted companies.
The decrease since the year end is driven by the disposal of Intelligent
Ultrasound Group, an AIM company which had been temporarily reclassified as
unquoted before being sold early in the period, excluding this the value of
unquoted investments has increased. This uplift reflects the higher valuation
of Hasgrove, which has continued to trade strongly operationally.
Outlook
The UK’s economic outlook through the end of 2025 and into 2026 is
characterised by modest growth amid ongoing geopolitical and political
uncertainties. Despite this backdrop, AIM is showing renewed strength, with
both IPO and secondary fundraising activity steadily gaining momentum as
investor confidence gradually returns. Market sentiment remains slightly
cautious ahead of the Autumn Budget, where potential tax changes could impact
market dynamics. Proposed VCT reforms are expected to enhance AIM’s appeal
by increasing the pools of capital for small businesses, and in turn
supporting a robust pipeline of IPOs in the years ahead. Collectively, these
factors contribute to a balanced outlook for UK equity markets, blending
near-term challenges with stronger structural foundations for sustained
growth. Encouragingly, since the period end, your portfolio has invested £1.1
million, with a promising pipeline of new potential investments continuing to
develop.
The Octopus Quoted Companies team
Octopus Investments
Directors’ responsibilities statement
We confirm that to the best of our knowledge:
• the half–yearly financial statements have been prepared in accordance
with Financial Reporting Standard 104 ‘Interim Financial Reporting’ issued
by the Financial Reporting Council;
• the half–yearly financial statements give a true and fair view of the
assets, liabilities, financial position, and profit or loss of the Company;
• the half–yearly report includes a fair review of the information
required by the Financial Conduct Authority’s Disclosure Guidance and
Transparency Rules, being:
• we have disclosed an indication of the important events that have occurred
during the first six months of the financial year and their impact on the
condensed set of financial statements;
• we have disclosed a description of the principal risks and uncertainties
for the remaining six months of the year; and
• we have disclosed a description of related party transactions that have
taken place in the first six months of the current financial year that may
have materially affected the financial position or performance of the Company
during that period and any changes in the related party transactions described
in the last annual report that could do so.
By Order of the Board
Joanne Parfrey
Chair
Income statement
Unaudited Six months to 31 August 2025 Unaudited Six months to 31 August 2024 Audited Year to 28 February 2025
Revenue £’000 Capital £’000 Total £’000 Revenue £’000 Capital £’000 Total £’000 Revenue £’000 Capital £’000 Total £’000
(Loss)/gain on disposal of fixed asset investments – (1,125) (1,125) – (41) (41) – 1,059 1,059
Gain on disposal of current asset investments – 1 1 – – – – – –
Gain/(loss) on valuation of fixed asset investments – 196 196 – 713 713 – (6,264) (6,264)
Gain/(loss) on valuation of current asset investments – 465 465 – 1,851 1,851 – (352) (352)
Investment income 1,225 – 1,225 1,370 – 1,370 2,209 – 2,209
Investment management fees (245) (733) (978) (270) (810) (1,080) (518) (1,561) (2,079)
Other expenses (306) – (306) (292) – (292) (652) – (652)
Profit/(loss) before tax 674 (1,196) (522) 808 1,713 2,521 1,039 (7,118) (6,079)
Tax – – – – – – – – –
Profit/(loss) after tax 674 (1,196) (522) 808 1,713 2,521 1,039 (7,118) (6,079)
Earnings per share – basic and diluted 0.3p (0.5p) (0.2p) 0.4p 0.8p 1.2p 0.5p (3.4p) (2.9p)
* The ‘Total’ column of this statement represents the statutory Income
Statement of the Company; 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 from bank and money market
funds, as well as Open Ended Investment Company (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 form an integral part of the financial statements.
Balance sheet
Unaudited As at 31 August 2025 Unaudited As at 31 August 2024 Audited As at 28 February 2025
£’000 £’000 £’000 £’000 £’000 £’000
Fixed asset investments 64,458 86,354 81,535
Current assets:
Investments 14,095 16,155 14,283
Money market funds 31,486 13,267 18,204
Debtors 405 266 252
Applications cash (1) 4 5 4,350
Cash at bank 2,512 2,389 2,296
48,502 32,082 39,385
Creditors: amounts falling due within one year (683) (686) (5,537)
Net current assets 47,819 31,396 33,848
Total assets less current liabilities 112,277 117,750 115,383
Called-up equity share capital 2,347 2,058 2,282
Share premium 21,566 20,707 16,226
Capital redemption reserve 455 369 408
Special distributable reserve 110,034 107,619 118,070
Capital reserve realised (25,470) (28,174) (33,351)
Capital reserve unrealised 3,004 15,735 12,081
Revenue reserve 341 (564) (333)
Total equity shareholders’ funds 112,277 117,750 115,383
NAV per share - basic and diluted 47.8p 57.2p 50.6p
(1)Cash held but not yet allotted
The statements were approved by the Directors and authorised for issue on 18
November 2025 and are signed on their behalf by:
Joanne Parfrey
Chair
Company No: 03477519
Statement of changes in equity
Share capital Share premium Capital redemption reserve Special distributable reserves (1) Capital reserve realised (1) Capital reserve unrealised Revenue reserve (1) Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
As at 1 March 2025 2,282 16,226 408 118,070 (33,351) 12,081 (333) 115,383
Total comprehensive loss for the period – – – – (1,857) 661 674 (522)
Contributions by and distributions to owners:
Repurchase and cancellation of own shares (47) – 47 (2,205) – – – (2,205)
Issue of shares 112 5,619 – – – – – 5,731
Share issue costs – (279) – – – – – (279)
Dividends paid – – – (5,831) – – – (5,831)
Total contributions by and distributions to owners 65 5,340 47 (8,036) – – – (2,584)
Other movements:
Prior years’ holding gains now realised – – – – 9,738 (9,738) – –
Total other movements – – – – 9,738 (9,738) – –
As at 31 August 2025 2,347 21,566 455 110,034 (25,470) 3,004 341 112,277
(1)The sum of these reserves is an amount of £84,905,000 (31 August 2024:
£98,219,000 and 28 February 2025: £84,386,000) which is considered
distributable to shareholders. 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 August 2025, £75,897,000 of the special
reserve is distributable under this restriction.
The accompanying notes form an integral part of the financial statements.
Share capital Share premium Capital redemption reserve Special distributable reserves Capital reserve realised Capital reserve unrealised Revenue Reserve Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
As at 1 March 2024 2,038 18,041 341 124,213 (24,622) 10,470 (1,372) 129,109
Total comprehensive profit for the period – – – – (851) 2,564 808 2,521
Contributions by and distributions to owners:
Repurchase and cancellation of own shares (28) – 28 (1,663) – – – (1,663)
Issue of shares 48 2,666 – – – – – 2,714
Share issue costs – – – – – – – –
Dividends paid – – – (14,931) – – – (14,931)
Total contributions by and distributions to owners 20 2,666 28 (16,594) – – – (13,880)
Other movements:
Prior years’ holding losses now realised – – – – (2,701) 2,701 – –
Total other movements – – – – (2,701) 2,701 – –
As at 31 August 2024 2,058 20,707 369 107,619 (28,174) 15,735 (564) 117,750
The accompanying notes form an integral part of the financial statements.
Share capital Share premium Capital redemption reserve Special distributable reserves Capital reserve realised Capital reserve unrealised Revenue reserve Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
As at 1 March 2024 2,038 18,041 341 124,213 (24,622) 10,470 (1,372) 129,109
Total comprehensive loss for the year – – – – (502) (6,616) 1,039 (6,079)
Contributions by and distributions to owners:
Repurchase and cancellation of own shares (67) – 67 (3,687) – – – (3,687)
Issue of shares 311 17,114 – – – – – 17,425
Share issue costs – (864) – – – – – (864)
Dividends paid – – – (20,521) – – – (20,521)
Total contributions by and distributions to owners 244 16,250 67 (24,208) – – – (7,647)
Other movements:
Cancellation of share premium – (18,065) – 18,065 – – – –
Prior years’ holding gains now realised – – – – (8,228) 8,228 – –
Total other movements – (18,605) – 18,605 (8,228) 8,228 – –
Balance as at 28 February 2025 2,282 16,226 408 118,070 (33,351) 12,081 (333) 115,383
The accompanying notes form an integral part of the financial statements.
Cash flow statement
Unaudited Six months to 31 August 2025 Unaudited Six months to 31 August 2024 Audited Year to 28 February 2025
£’000 £’000 £’000
Cash flows from operating activities
(Loss)/profit before tax (522) 2,521 (6,079)
Adjustments for:
(Increase)/decrease in debtors (153) 400 414
(Decrease)/increase in creditors (508) (39) 466
Loss/(gain) on disposal of fixed assets 1,125 41 (1,059)
(Gain) on disposal of current assets (1) – –
(Gain)/loss on valuation of fixed asset investments (196) (713) 6,264
(Gain)/loss on valuation of current asset investments (465) (1,851) 352
Net cash (utilised in)/generated by operating activities (720) 359 358
Cash flows from investing activities
Purchase of fixed asset investments (692) (6,129) (11,280)
Proceeds from sale of fixed asset investments 16,840 797 4,890
Purchase of current asset investments – (408) (1,008)
Proceeds from sale of current asset investments 654 – 270
Net cash generated by/(utilised in) investing activities 16,802 (5,740) (7,128)
Cash flows from financing activities
Movement in applications account (4,346) 1 4,346
Purchase of own shares (2,205) (1,663) (3,687)
Proceeds from share issues (net of DRIS) 3,041 24 13,678
Share issues costs (279) – (864)
Dividends paid (net of DRIS) (3,141) (12,241) (16,774)
Net cash (utilised in)/generated by financing activities (6,930) (13,879) (3,301)
Increase/(decrease) in cash and cash equivalents 9,152 (19,260) (10,071)
Opening cash and cash equivalents 24,850 34,921 34,921
Closing cash and cash equivalents 34,002 15,661 24,850
Cash and cash equivalents comprise
Cash at bank 2,512 2,389 2,296
Applications cash 4 5 4,350
Money market funds 31,486 13,267 18,204
Total cash and cash equivalents 34,002 15,661 24,850
The accompanying notes form an integral part of the financial statements.
Condensed notes to the financial statements
1. Basis of preparation
The unaudited financial statements which cover the six months to 31 August
2025 has been prepared in accordance with the Financial Reporting Council’s
(FRC) Financial Reporting Standard 104 ‘Interim Financial Reporting’
(September 2024) and the Statement of Recommended Practice (SORP) for
Investment Companies re–issued by the Association of Investment Companies in
July 2022.
The principal accounting policies have remained unchanged from those set out
in the Company’s 2025 Annual Report and Accounts.
2. Publication of non-statutory accounts
The unaudited financial statements for the six months ended 31 August 2025
does not constitute statutory accounts within the meaning of Section 415 of
the Companies Act 2006 and has not been delivered to the Registrar of
Companies. The comparative figures for the year ended 28 February 2025 have
been extracted from the audited financial statements for that year, which have
been delivered to the Registrar of Companies. The independent auditor’s
report on those financial statements, in accordance with chapter 3, part 16 of
the Companies Act 2006, was unqualified. This half-yearly report has not been
reviewed by the Company’s auditor.
3. Earnings per share
The earnings per share is calculated on the basis of 233,374,216 Ordinary
shares (31 August 2024: 202,899,157 and 28 February 2025: 209,959,577), being
the weighted average number of shares in issue during the period.
There are no potentially dilutive capital instruments in issue and, therefore,
no diluted return per share figures are relevant. The basic and diluted
earnings per share are therefore identical.
4. Net asset value per share
The net asset value per share is based on net assets as at 31 August 2025
divided by 234,668,999 shares in issue at that date (31 August 2024:
205,846,926 and 28 February 2025: 228,158,686).
31 August 2025 31 August 2024 28 February 2025
Net assets (£’000) 112,277 117,750 115,383
Shares in issue 234,668,999 205,846,926 228,158,686
Net asset value per share 47.8p 57.2p 50.6p
5. Dividends
The interim dividend declared of 2.5p per Ordinary share will be paid on 27
January 2026 to those shareholders on the register on 30 December 2025.
6. Buybacks and share issues
During the six months ended 31 August 2025 the Company repurchased the
following shares.
Date No. of shares Price (p) Cost (£)
20 March 2025 1,053,974 47.4 499,500
16 April 2025 888,536 45.4 403,400
15 May 2025 590,908 47.3 279,500
19 June 2025 774,234 49.6 384,000
17 July 2025 549,397 49.8 273,600
21 August 2025 796,945 45.8 365,000
Total 4,653,994 2,205,000
The weighted average price of all buybacks during the period was 47.4p per
share.
During the six months ended 31 August 2025 the Company issued the following
shares.
Date No. of shares Price (p) Net proceeds (£)
27 March 2025 8,893,138 52.2 4,642,000
22 May 2025 43,183 50.1 22,000
28 August 2025 (DRIS) 2,227,986 47.9 1,067,000
Total 11,164,307 5,731,000
The weighted average allotment price of all shares issued during the period
was 51.2p per share.
7. Principal risks and uncertainties
The Company’s principal risks are investment performance, VCT qualifying
status risk, operational risk, information security, economic and price risk,
regulatory and reputational/legislative risk, liquidity/cash flow risk and
valuation risk. These risks, and the way in which they are managed, are
described in more detail in the Company’s Annual Report and Accounts for the
year ended 28 February 2025. The Board has also considered emerging risks,
including geo–political protectionism, climate change and cyber security.
The Board seeks to mitigate risks by setting policy and reviewing performance.
Otherwise, the Company’s principal risks and uncertainties have not changed
materially since the date of that report.
8. Related party transactions
The Company has employed Octopus Investments Limited throughout the period as
Investment Manager. Octopus has also been appointed as Custodian of the
Company’s investments under a Custodian Agreement. The Company has been
charged £978,000 by Octopus as a management fee in the period to 31 August
2025 (31 August 2024: £1,080,000 and 28 February 2025: £2,079,000). The
management fee is payable quarterly and is based on 2% of net assets at
six–month intervals.
To make sure the Company is not double charged management fees on these
products, the Company receives a reduction in the management fee as a
percentage of the value of these investments. This amounted to £34,000 in the
period to 31 August 2025 (31 August 2024: £43,000 and 28 February 2025:
£86,000). For further details please refer to the Company’s Annual Report
and Accounts for the year ended 28 February 2025.
In the period, Octopus Investments Nominees Limited (OINL) purchased shares in
the Company from shareholders to correct administrative issues, on the
understanding that shares will be sold back to the Company in subsequent share
buybacks at the prevailing market price. As at 31 August 2025, OINL held nil
shares (31 August 2024: nil shares and 28 February 2025: nil shares) in the
Company as beneficial owner, with a nil book cost (31 August 2024: £nil and
28 February 2025: £nil).
9. Fixed asset investments
Accounting policy
The Company’s principal financial assets are its investments and the
policies in relation to those assets are set out below.
Purchases and sales of investments are recognised in the financial statements
at the date of the transaction (trade date).
These investments will be managed and their performance evaluated on a fair
value basis in accordance with a documented investment strategy and
information about them has to be provided internally on that basis to the
Board. Accordingly, as permitted by FRS 102, the investments are measured as
being fair value through profit or loss on the basis that they qualify as a
group of assets managed, and whose performance is evaluated, on a fair value
basis in accordance with a documented investment strategy. The Company’s
investments are measured at subsequent reporting dates at fair value.
In the case of investments quoted on a recognised stock exchange, fair value
is established by reference to the closing bid price on the relevant date or
the last traded price, depending upon convention of the exchange on which the
investment is quoted. This is consistent with the International Private Equity
and Venture Capital Valuation (IPEV) guidelines.
Gains and losses arising from changes in fair value of investments are
recognised as part of the capital return within the Income Statement and
allocated to the capital reserve unrealised. All investments are initially
recognised at transaction price and subsequently measured at fair value.
Changes in fair value are recognised in the Income Statement.
In the preparation of the valuations of assets the Directors are required to
make judgements and estimates that are reasonable and incorporate their
knowledge of the performance of the companies we invest in.
Fair value hierarchy
Paragraph 34.22 of FRS 102 suggests following a hierarchy of fair value
measurements for financial instruments measured at fair value in the Balance
Sheet, which gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1) and the lowest priority
to unobservable inputs (Level 3). This methodology is adopted by the Company
and requires disclosure of financial instruments to be dependent on the lowest
significant applicable input, as laid out below:
Level 1: The unadjusted, fully accessible and current quoted price in an
active market for identical assets or liabilities that an entity can access at
the measurement date.
Level 2: Inputs for similar assets or liabilities other than the quoted prices
included in Level 1 that are directly or indirectly observable, which exist
for the duration of the period of investment.
Level 3: This is where inputs are unobservable, where no active market is
available and recent transactions for identical instruments do not provide a
good estimate of fair value for the asset or liability.
There have been no reclassifications between levels in the year. The change in
fair value for the current and previous year is recognised through the profit
and loss account.
Disclosure
Level 1: Quoted equity investments £’000 Level 3: Unquoted investments £’000 Total £’000
Cost as at 1 March 2025 73,811 7,245 81,056
Opening unrealised gain at 1 March 2025 (8,737) 9,216 479
Valuation at 1 March 2025 65,074 16,461 81,535
Purchases at cost 692 – 692
Disposal proceeds (14,044) (2,796) (16,840)
Loss on realisation of investments (1,125) – (1,125)
Change in fair value in year 181 15 196
Closing valuation at 31 August 2025 50,778 13,680 64,458
Cost at 31 August 2025 68,483 5,089 73,572
Closing unrealised gain at 31 August 2025 (17,705) 8,591 (9,114)
Valuation at 31 August 2025 50,778 13,680 64,458
Level 1 valuations are valued in accordance with the bid–price on the
relevant date. Further details of the fixed asset investments held by the
Company are shown within the Investment Manager’s review.
Level 3 investments are reported at fair value in accordance with FRS 102
Sections 11 and 12, which is determined in accordance with the latest IPEV
guidelines. In estimating fair value, there is an element of judgement,
notably in deriving reasonable assumptions, and it is possible that, if
different assumptions were to be used, different valuations could have been
attributed to some of the Company’s investments.
Level 3 investments include £1,200,000 (31 August 2024: £1,080,000 and 28
February 2025: £1,200,000) of convertible loan notes held at cost, which is
deemed to be current fair value. In addition to this the Company holds six
unquoted investments which are classified as level 3 in terms of fair value
hierarchy. These are valued based on a range of valuation methodologies,
determined on an investment specific basis. The price of recent investment is
used where a transaction has occurred sufficiently close to the reporting date
to make this the most reliable indicator of fair value. Where recent
investment is not deemed to indicate the most reliable indicator of fair value
i.e. the most recent investment is too distant from the reporting date for
this to be deemed a reasonable indicator, other market–based approaches
including earnings multiples, annualised recurring revenues, discounted cash
flows or net assets are used to determine a fair value for the investments.
All capital gains or losses on investments are classified at FVTPL (fair value
through profit or loss). Given the nature of the Company’s venture capital
investments, the changes in fair value of such investments recognised in these
financial statements are not considered to be readily convertible to cash in
full at the balance sheet date and accordingly these gains are treated as
holding gains or losses.
10. Post balance sheet events
The following events occurred between the balance sheet date and the signing
of these financial statements.
• On 25 September 2025, the Company purchased for cancellation 825,787
Ordinary shares at a price of 46.42p.
• On 23 October 2025, the Company purchased for cancellation 770,561
Ordinary shares at a price of 46.07p.
11. Half Yearly Report
The unaudited half-yearly report for the six months ended 31 August 2025 will
shortly be available to view on the Company’s website
https://octopusinvestments.com/our-products/venture-capital-trusts/octopus-aim-vcts/
A copy of the half-yearly report will be submitted to the National Storage
Mechanism and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
For further enquiries, please contact:
Andrew Humphries
Octopus Company Secretarial Services Limited
Tel: +44 (0)80 0316 2067
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