REG-Final Results
Thu 18:15
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Octopus Apollo VCT plc
Final Results
Octopus Apollo VCT plc today announces the final results for the year ended 31
January 2025.
Octopus Apollo VCT plc (‘Apollo’ or 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 unquoted companies.
The Company is managed by Octopus Investments Limited (‘Octopus’ or the
‘Portfolio Manager’) via its investment team, Octopus Ventures.
HIGHLIGHTS
Year to 31 January 2025 Year to 31 January 2024
Net assets (£’000) £482,563 £390,294
Profit/(loss) after tax (£’000) £24,110 £(435)
Net asset value (NAV) per share (1) 50.5p 50.5p
Cumulative dividends paid since launch 90.0p 87.4p
Total value per share (2) 140.5p 137.9p
Dividends paid in the year 2.6p 2.7p
Dividend yield (3) 5.1% 5.1%
Dividend declared 1.3p 1.3p
Total return per share % (4) 5.1% 0.0%
1. NAV per share is calculated as net assets divided by total number of
shares, as described in the glossary of terms.
2. Total value per share is calculated by adding together NAV per share and
cumulative dividends paid since launch.
3. Dividend yield is calculated as dividends paid in the period, divided by
the NAV per share at the beginning of the period.
4. Total return per share % is an alternative performance measure (APM)
calculated as movement in NAV per share in the period plus dividends paid in
the period, divided by the NAV per share at the beginning of the period, as
described in the glossary of terms.
CHAIR’S STATEMENT
Highlights
* Apollo’s latest fundraise: £75 million
* Total return over five years: 45.3%
* Dividends paid in 2025: 2.6p
Apollo’s total return for the year to 31 January 2025 was 5.1% with the net
assets at the end of the period totalling £483 million.
Performance
I am pleased to present the annual results for Apollo for the year ended 31
January 2025. The NAV plus cumulative dividends per share at 31 January 2025
was 140.5p, an increase of 2.6p per share from 31 January 2024. During the
year the NAV per share remained stable at 50.5p which represents, after adding
back the 2.6p of dividends paid in the year, a total return for the year of
5.1% compared to 0% in the previous year. This outcome highlights the
Company’s overall resilience and positive performance, despite the uncertain
macro environment. I also note several exciting new investments have been made
in the period, showing that the Company is successfully growing the overall
size of the portfolio.
In the twelve months to 31 January 2025, we utilised £86.1 million of our
cash resources, comprising £47.1 million in new and follow-on investments,
£17.8 million in dividends (net of the Dividend Reinvestment Scheme (DRIS)),
£8.6 million in management fees, £9.0 million in share buybacks, and £3.6
million in other running costs such as accounting and administration services
and trail commissions. The cash and liquid resources balance of £95.7 million
at 31 January 2025 represented 19.8% of net assets at that date, compared to
£61.3 million, which represented 15.7% at 31 January 2024. Cash and liquid
resources comprises cash at bank, money market funds (MMFs) and open ended
investment companies (OEICs.)
Performance incentive fees
Apollo’s performance since 31 January 2024 has given rise to a performance
fee being payable to Octopus of £6.1 million. The performance fee is
calculated as 20% on all gains above the High-Water Mark, the highest total
return as at previous year ends, of 137.9p as at 31 January 2024.
Dividends
It is your Board’s policy to maintain a regular dividend flow where possible
to take advantage of the tax-free distributions a VCT can provide, and work
towards the targeted 5% annual dividend yield policy.
I am pleased to confirm that the Board declared a second interim dividend of
1.3p per share in respect of the year ended 31 January 2025. This second
interim dividend, in addition to the 1.3p per share interim dividend paid in
December 2024 brings the total dividends declared to 2.6p per share in respect
of the year ended 31 January 2025. The dividend was paid on 8 May 2025 to
shareholders on the register at 22 April 2025. Since inception, we have paid
a total of 91.3p in tax-free dividends per share, comprising 90.0p in previous
distributions and an additional 1.3p paid in May. Considering dividends paid
during 2024 (totalling 2.6p), the total dividend yield for the year is 5.1%,
therefore meeting the Company’s target.
Apollo’s DRIS was introduced in November 2014 and currently 20.7% of
shareholders take advantage of it as it is an attractive scheme for investors
who would prefer to benefit from additional income tax relief on their
reinvested dividend. I hope that shareholders will find this scheme
beneficial. During the year to 31 January 2025, 10,800,892 shares were issued
under the DRIS, equating to a reinvested amount of £5.3 million.
Fundraise and share buybacks
On 19 March 2024, the Company closed its offer to raise £50 million, which
led the Board to increase the offer by a further £35 million. I am pleased to
report that we successfully raised the full £85 million, closing the offer on
24 September 2024.
Following on from this, on 23 October 2024, the Company launched an offer to
raise a further £50 million with an over-allotment facility for a further
£25 million. I am delighted to report that we raised the full £75 million,
so the offer closed fully subscribed on 21 March 2025. We would like to take
this opportunity to welcome all new shareholders and thank all existing
shareholders for their continued support.
Apollo has continued to buy back and cancel shares as required. Subject to
shareholder approval of resolution 10 at the forthcoming Annual General
Meeting (AGM), this facility will remain in place to provide liquidity to
investors who may wish to sell their shares, subject to the Board’s
discretion. Details of the share buybacks undertaken during the year can be
found in the Directors’ Report.
Dividends, whether paid in cash or reinvested under the DRIS, and share
buybacks are always at the discretion of the Board, are never guaranteed and
may be reviewed when necessary.
VCT sunset clause
In November 2023, a ten-year extension was announced to the ‘sunset
clause’ (a retirement date for the VCT scheme), meaning VCT tax reliefs will
be available until 5 April 2035. This extension passed through Parliament in
February 2024 and on 3 September 2024 His Majesty’s Treasury brought the
extension into effect through The Finance Act 2024.
Board of Directors
Alex Hambro, having originally been appointed to the Board of Octopus Eclipse
VCT 3 and 4 PLC in 2005, and then continuing as a Director following the
merger with the Octopus Apollo VCTs in 2016, has decided to retire from the
Board and will not be seeking re-election at the forthcoming AGM. It has been
a pleasure to work with Alex, and I would like to take this opportunity to
thank him on behalf of the Board and the shareholders for his substantial
contribution over the years and help in guiding Apollo through its different
phases of growth.
A new Non-Executive Director will be appointed at the completion of a
structured recruitment process, which is already underway. All the other
Directors have indicated their willingness to remain on the Board, and both
Chris Powles and Gillian Elcock will be seeking re-election at the AGM.
Alternative Investment Fund (AIF)
As announced on 30 September 2024, the Company is now classified as a full
scope AIF under the European Union’s AIF Managers Directive (AIFMD). This is
due to the Company’s success and continued growth in assets under management
(AUM). This regulation is in place to ensure greater transparency and risk
mitigation to protect investors. It is an exciting milestone for the Company,
and the Board is working closely with Octopus to ensure all reporting
requirements and management protocols are adopted.
Portfolio Manager
As reported in the half-yearly unaudited report, Richard Court (previously
Apollo’s Lead Fund Manager), took on a new role in the period as Head of
VCTs and Enterprise Investment Schemes (EIS) at Octopus Ventures. Paul
Davidson, a Partner in the Octopus Ventures team, has replaced Richard as Lead
Fund Manager as of September 2024. Paul brings with him eight years of
experience, focusing on Apollo, and has worked closely with the Board
(alongside Richard) for the last three years. The Board would like to take
this opportunity to reiterate its congratulations to Paul on his new role and
to again thank Richard for his contribution to the Company and wish him well
in his new position. In January 2025, Erin Platts was appointed as new Chief
Executive Officer (CEO) of Octopus Ventures.
AGM
The AGM will be held on 10 July 2025 at 10am. Full details of the business to
be conducted at the AGM are given in the Notice of the Meeting. We will have a
Portfolio Manager’s update at the AGM, supported by a filmed update from the
Portfolio Manager which will be available on the website at
https://octopusinvestments.com/apollovct/.
Shareholders’ views are important, and the Board encourages shareholders to
vote on the resolutions by using the proxy form, or electronically at
www.investorcentre.co.uk/eproxy.
The Board has carefully considered the business to be approved at the AGM and
recommends shareholders vote in favour of all the resolutions being proposed.
Outlook
I am pleased with the positive performance over the last six months,
especially whilst the geo-political and economic landscape has been extremely
challenging for portfolio companies to navigate. The uncertain conditions
which have prevailed for the last couple of years have meant we have seen
portfolio companies’ growth rates slow as trading conditions have become
tougher and sales cycles have become more protracted. Companies have also
looked to reduce their cash burn and focus on achieving profitability due to
the scarcity and higher cost of capital. Some protection against these
external factors has been offered by the contracted recurring revenue models
that businesses within the portfolio have.
Over the past 12 months, we have observed a recovery in the Company’s
investment rate, with twice as many new investments being completed when
comparing 2025/24 to 2024/23.. Market data supports this trend, showing more
deals completed in the Series B and onwards space in 2024 compared to the
prior year¹. The investment team is experiencing an increase in deal flow,
especially in the last six months of 2024, and the current pipeline of
opportunities looks very promising. In addition to the higher deal cadence, we
are pleased that the Company concluded three profitable realisations, compared
to one in the prior year.
VCTs have long provided a compelling opportunity for UK investors to invest in
businesses in a tax-efficient way, and we look forward to Apollo continuing to
do so in the coming year. I would like to conclude by thanking both the Board
and the Octopus team on behalf of all shareholders for their hard work.
Murray Steele
Chair
¹ https://carta.com/uk/en/data/vc-concentration-2024/
PORTFOLIO MANAGER’S REVIEW
At Octopus our focus is on managing your investments and providing open
communication. Our annual and half-year updates are designed to keep you
informed about the progress of your investment.
Investment strategy
In general, we invest in technology companies in the SaaS space that have
recurring revenues from a diverse base of customers. We also seek to invest in
companies that will provide an opportunity for Apollo to realise its
investment typically within three to seven years.
Apollo total value growth
The total value has seen a significant increase over the five years from
119.8p to 140.5p at 31 January 2025. This increase in total value of 20.7p
represents a 45.3% increase on the NAV of 45.7p as at 31 January 2020. Over
the last five years, a total of more than £92.4 million has also been
distributed back to shareholders in the form of tax-free dividends. This
includes dividends reinvested as part of the DRIS.
Focus on performance
In the year to 31 January 2025, the NAV total return (NAV plus cumulative
dividends) increased to 140.5p per share, giving a total return of 5.1% for
the period. We are pleased with this modest uplift in total value, considering
the challenging macroeconomic backdrop that our portfolio companies continued
to navigate their way through over the last 12 months.
The performance over the five years to 31 January 2025 is shown below:
Year Ended NAV Dividends paid in year Cumulative dividends NAV + cumulative dividends Total return %
31 January 2021 49.2p 2.3p 76.4p 125.6p 12.7%
31 January 2022 50.2p 5.7p 82.1p 132.3p 13.6%
31 January 2023 53.2p 2.6p 84.7p 137.9p 11.2%
31 January 2024 50.5p 2.7p 87.4p 137.9p 0.0%
31 January 2025 50.5p 2.6p 90.0p 140.5p 5.1%
Over the year, including disposals, there have been valuation increases across
29 portfolio companies, delivering a collective increase of £62 million.
These increases reflect businesses which have successfully managed to grow
revenues through the period. The strongest performers have generally exhibited
improving profitability levels and revenue growth from their customer base and
some of the top performers include Definely, Lodgify and TRI.
Conversely, 20 companies saw a decrease in valuation, collectively totalling
£23 million. The businesses that saw the most significant reductions were
Edge10, Synchtank and Peak Data. Growth has decelerated or in some cases
revenues have declined in several portfolio companies and they have
experienced decreases in their valuation. This has mainly been due to
continued challenges in selling their software products into corporates who
have experienced declining software expense budgets. There have also been some
company-specific performance issues impacting a small number of companies in
the portfolio.
In aggregate, this resulted in a net increase in portfolio company valuations
of £39 million.
As part of ongoing liquidity management, Apollo regularly invests in and
withdraws from MMFs in order to meet cash requirements. During the year, an
additional £35.6 million (including interest) was invested in MMFs. Apollo
also holds an investment in the Sequoia Economic Infrastructure Fund (SEQI),
but no further investment was made in this fund during the year. These
investments, in combination with the previously held investments in SEQI and
the MMFs, took the total liquid investments as at 31 January 2025 to £91.5
million (including interest earned during the year on MMF deposits).
Disposals
Three profitable disposals were completed in the year. All of these
investments were made prior to the change of investment focus to B2B SaaS
businesses. The first exit was Dyscova Ltd (trading as Care & Independence
(C&I)) which was acquired by GBUK Group, a company which designs, develops and
distributes a portfolio of own and third-party branded acute-setting medical
devices. Apollo first invested in C&I in 2016 and the exit resulted in Apollo
achieving a 1.7x total return on its investment.
In September 2024, we were pleased to exit our holding in Countrywide
Healthcare Supplies Holdings which was acquired by Personnel Hygiene Services
Ltd, a hygiene services provider. The Company first invested in 2014, and the
exit resulted in a 4.4x return on our initial investment, which is an
excellent outcome.
In November 2024, nCino, a cloud-based software company that provides a
platform for financial institutions to manage their business, acquired
FullCircl. This acquisition will enhance nCino’s data and automation
capabilities and allow it to expand its reach across the UK and Europe. Apollo
made its initial investment in 2011, and the disposal resulted in a positive
return for the Company.
One disposal during the year resulted in a partial loss on investment when
Ryte GmbH, a marketing software technology platform, was acquired by Semrush
Holdings Inc. Two companies were placed into administration in the year,
Rotolight and Origami Energy. However, given the underlying holding valuations
of these companies at the time of them going into administration, this did not
have a material impact on the Company’s performance during the year. In
aggregate, the investment cost of the companies placed into administration
totalled £5.3 million. The underperformance of a portfolio company is always
disappointing for Apollo and shareholders alike, but it is an inevitable
feature of a venture capital portfolio, and we believe that successful exits
will continue to outweigh any losses that could arise over the medium to long
term of managing the portfolio. In the year, all disposals, including loan
repayments, collectively returned £21.7 million in cash to Apollo, with the
aggregate investment cost totalling £15.4 million.
Year ended 31 January 2021 Year ended 31 January 2022 Year ended 31 January 2023 Year ended 31 January 2024 Year ended 31 January 2025 Total
Dividends paid in the year (£'000) 7,471 28,366 (1) 14,323 19,165 23,097 92,423
Disposal proceeds (£'000) 3,356 53,939 3,591 18,292 21,713 100,981
(1) Dividends paid to shareholders in the year ended 31 January 2022,
including a special dividend of 3.1p per share.
As illustrated in the table above, we are pleased to have paid dividends from
disposal proceeds over the past five years. The nature and timing of realising
investments in a venture capital portfolio means it can affect our ability to
do so. The Company also tries to maximise the outcome of the underlying
holdings in an exit scenario which may not always align with a specific
financial period.
New and follow-on investments
During the year, in-line with the broader private capital market, the Company
demonstrated increasing new investment activity with Apollo investing £34.1
million into eight new opportunities (this includes second tranches of prior
year new investments) as compared to four new investments completing in the
prior year, totalling £15.2 million. For follow-on investments, we also saw
an increased number with £13 million being invested into nine companies
compared to seven follow-on investments completing in the year to 31 January
2024 adding up to £17.8 million invested.
Apollo’s new investments were in several exciting B2B software companies
operating in a variety of end-markets:
* Definely £2.8 million – An AI based legal tech software company
supporting legal professionals in drafting and reviewing contractual
documentation.
* Switchee £2.5 million – A smart thermostat hardware and software provider
focused on social housing and housing associations.
* Cambri £4.2 million – An insights software platform that increases the
quality, speed and cost effectiveness of producing research for new product
launches.
* Vyntelligence £4.5 million – A video intelligence and AI-driven data
capture platform addressing inefficiencies in communication, reporting, and
operational workflows within large infrastructure sectors.
* Semble £2.5 million – An all-in-one platform for healthcare practices,
enhancing patient care and streamlining operations.
* bsport £8.4 million – An all-in-one software platform designed to manage
boutique fitness and wellness studios.
* Threatmark £6.1 million – A fraud prevention platform that uses real-time
behavioural data to accurately identify payment fraud.
Q&A
How do we think about exiting our positions?
In traditional venture capital, a relatively small number of investments
generate a significant proportion of the fund’s performance. However, for
Apollo we try to construct a portfolio where the majority of the portfolio
delivers the majority of the Company’s performance. The investment team
takes an active role to try and optimise each specific situation. This means
we have certain situations where companies may be held for longer if we think
it is in the best interest of investors and the Company. Conversely, there are
other situations where we may seek to exit earlier if market conditions
permit. This means we maintain good portfolio management discipline to make
sure realised proceeds materially contribute towards financing the Company’s
ongoing running costs and meeting its dividends targets.
Private markets are illiquid, and as a result, the opportunities to sell all
or some of our holding in a particular company can be unpredictable and
governed by prevailing market conditions. We work closely with each portfolio
company to understand and optimise its growth plans, with the goal of it
maintaining flexibility over exit timing with the best interests of its
shareholders in mind.
Wider macroeconomic conditions often influence exits as much as company
specific factors. We also recognise that timing may not always be right to
exit a position, and patience can allow for greater value growth. In such
cases, we will continue to support portfolio companies, stay alert to
opportunities, and help create them proactively through our network.
When do we start to think about exits?
We look to understand who the likely acquirers are from the outset and
throughout the holding period. This can help inform important strategic
decisions which contribute to value creation for shareholders. It is healthy
for our portfolio companies to maintain relationships with key potential
acquirers. These can often be commercial partners before becoming acquirers,
and as such this activity can be highly productive.
We know not all companies will be as successful as we hoped at the time of the
initial investment. We therefore seek to realise investments in companies
which are underperforming and unlikely to generate a meaningful return. It can
also help to find a “soft landing” for the company’s employees where the
alternative may be placing the business into administration. However, to date
this has only been in a very small minority of cases. Although generally not
meaningful to investor returns, our behaviour in these scenarios is important.
How do we work with portfolio company boards?
We believe that it is important to be an active and supportive investor, so we
typically appoint a Non-Executive Director or observer to the board of our
portfolio companies. This allows us to offer ongoing support at the top level
of the business and be involved in key decisions. It also gives us the
opportunity to share any expertise and insights that we may have. Even very
experienced founders may only sell a business once or twice in their career,
whereas as investors, we may be involved in a few such transactions each year.
We therefore look to support our portfolio companies by sharing the learnings
and experience gathered across our team, all with the objective of obtaining
the best outcome for our investors and shareholders in the Company overall.
Valuations
The table below illustrates the distribution of valuation methodologies used
across Apollo’s B2B software investments (shown as a percentage of portfolio
value and number of companies). B2B software accounts for 99% of Apollo’s
total fixed asset investments. Methodologies include:
• ‘External price’ includes valuations based on funding rounds that
typically completed by the year end or shortly after the year end, and exits
of companies where terms have been agreed or proposed with an acquirer;
• ‘Multiples’ is predominantly used for valuations that are based on a
multiple of revenue or EBITDA for portfolio companies; • ‘Scenario
analysis’ is utilised where there is uncertainty around the potential
outcomes available to a company, so a probability-weighted scenario analysis
is considered.
Having arrived at a valuation of the portfolio company, to distribute the
equity value within a portfolio company’s capital structure, taking into
account the priority of financial instruments and the economic rights of debt
and shares Apollo holds, the Current Value Method (CVM) is typically employed.
This method allocates the equity value to different equity interests as if the
business were sold on the reporting date, thereby reflecting the effects of
the distribution waterfall.
Valuation methodology By value By number of companies
Multiples 77% 64%
Scenario analysis 18% 22%
External price 5% 8%
Write-off - 6%
Case studies
definely
definely.com
LegalTech solution helping lawyers at every pre-execution stage of the
contract lifecycle
* 40,000 active users
* top 25 of the prestigious Deloitte UK Technology Fast50
* 75 employees located globally
Definely, founded in 2020, is a UK LegalTech company created to make legal
documents easier to read, edit and understand. Definely was founded by two
former Magic Circle lawyers, one of whom is registered blind. They set out to
make legal documents more accessible to those with visual impairments and soon
realised that their solution solved a problem faced by all lawyers, daily.
Headquartered in London, it has over 75 employees located globally.
Fuelled by investment from Apollo, the company is now focused on adding to its
existing base of 40,000 active users from the largest companies and law firms
in the UK, US, Canada and Australia. In 2023, the company was named in the top
25 of the prestigious Deloitte UK Technology Fast50. Customers include AO
Shearman, Slaughter and May, Dentons and Deloitte.
Cambri
cambri.io
Helping brands innovate iteratively to bring successful products to market
fast
* 80% prediction accuracy for product launch success
* 68% year-over-year ARR growth
Cambri is an AI consumer insights and innovation platform which addresses a
major industry problem – that of the high failure rate of product launches.
Traditional market research, consumer insights, and prediction models are
outdated, static, and notoriously inaccurate, typically delivering just 40%
prediction accuracy. This means brands waste time and resources developing and
launching products that consumers don’t need. By contrast, Cambri’s
proprietary AI engine predicts the likelihood of a product’s success and
provides actionable insights to help improve products before launch.
Cambri’s AI models are two to three times more accurate than traditional
methods, enabling its customers to regularly achieve over 80% prediction
accuracy for product launch success - contributing to Cambri’s 68%
year-over-year annual recurring revenue (ARR) growth. Household food and
beverage brands such as Coca-Cola and Nestle already utilise the platform.
Top 10 investments by value as at 31 January 2025
Here, we set out the cost and valuation of the top ten holdings, which account
for over 57% of the value of the portfolio.
Portfolio: Investment cost (£’000) Fair value of investment (£’000)
1 Natterbox £18,990 £44,419
2 Lodgify £12,611 £33,912
3 Ubisecure £9,075 £25,811
4 Tri £3,800 £22,070
5 Interact £308 £20,658
6 Sova £12,250 £19,266
7 FableData £8,600 £15,780
8 ValueBlue £10,071 £15,031
9 MentionMe £15,000 £15,000
10 FuseUniversal £8,000 £14,394
Top 10
1
N2JB Limited (trading as Natterbox)
Natterbox is a London-based provider of business-to-business cloud telephone
services that are uniquely integrated into Customer Resource Management (CRM)
software platforms, most notably Salesforce.
www.natterbox.com
Investment date: March 2018
Equity held: 9.0% (2024: 8.5%)
Valuation basis: Revenue multiple
Income received in year to 31 January 2025: £177,000 (2024: £150,000)
Last submitted accounts: 31 December 2023
Consolidated turnover: £19,289,000 (2022: £17,092,000)
Consolidated loss before tax: £(644,000) (2022: £(2,568,000))
Consolidated net assets: £646,000 (2022: £1,022,000)
2
Codebay Solutions Limited (trading as Lodgify)
Lodgify provides a SaaS platform for vacation rental hosts and property
managers to manage their business and process their bookings.
www.lodgify.com
Investment date: September 2022
Equity held: 15.3% (2024: 11.9%)
Valuation basis: Revenue multiple
Income received in year to 31 January 2025: n/a (2024: n/a)
Last submitted accounts: 31 December 2023
Consolidated turnover: €14,508,000 (2022: €9,315,000)
Consolidated loss before tax: €(7,462,000) (2022: €(6,239,000))
Consolidated net assets: €10,390,000 (2022: €16,946,000)
3
Ubisecure Holdings Limited
Ubisecure is a provider of customer identity access management software.
www.ubisecure.com
Investment date: May 2018
Equity held: 73.4% (2024: 33.3%)
Valuation basis: Revenue multiple
Income received in year to 31 January 2025: £179,000 (2024: £197,000)
Last submitted accounts: 31 December 2023
Consolidated turnover: £8,674,000 (2022: £6,923,000)
Consolidated loss before tax: £(3,091,000) (2022: £(2,135,000)
Consolidated net liabilities: £(3,053,000) (2022: £(287,000))
4
Triumph Holdings Limited (TRI)
TRI has developed a risk based quality management and monitoring platform for
the life sciences industry
www.tritrials.com
Investment date: October 2018
Equity held: 52.0% (2024: 52.0%)
Valuation basis: Revenue multiple
Income received in year to 31 January 2025: £174,000 (2023: £171,000)
Last submitted accounts: 31 December 2023
Consolidated turnover: Not available (1) (2022: Not available (1))
Consolidated profit before tax: Not available (1) (2022: Not available (1))
Consolidated net assets: £2,758,000 (2021: £2,875,000)
5
Hasgrove Limited
Hasgrove is the holding company for Interact, a SaaS business which provides
an intranet product which focuses on the communication and collaboration
requirements of large organisations.
www.interactsoftware.com
Investment date: December 2016
Equity held: 5.9% (2024: 5.7%)
Valuation basis: Revenue multiple
Income received in year to 31 January 2025: n/a (2024: n/a)
Last submitted accounts: 31 December 2023
Consolidated turnover: £37,032,000 (2022: £29,388,000)
Consolidated profit before tax: £9,907,000 (2022: £8,099,000)
Consolidated net assets: £13,344,000 (2022: £13,136,000)
6
Sova Assessment Limited
Sova Assessment is a UK based end-to-end digital candidate assessment SaaS
platform targeting large blue-chip organisations conducting large volumes of
hiring.
www.sovaassessment.com
Investment date: November 2020
Equity held: 37.2% (2024: 37.2%)
Valuation basis: Revenue multiple
Income received in year to 31 January 2025: £104,000 (2024: £93,000)
Last submitted accounts: 31 March 2024
Consolidated turnover: £6,780,000 (2023: £5,611,000)
Consolidated loss before tax: £(3,685,000) (2023: £(5,360,000))
Consolidated net liabilities: £(5,460,000) (2023: £(3,593,000))
7
Fable Data Limited
Fable Data provides anonymised, pan-European consumer transaction data and
analysis to institutional investors, businesses, governments and academics.
www.fabledata.com
Investment date: December 2022
Equity held: 14.2% (2024: 6.2%)
Valuation basis: Revenue multiple
Income received in year to 31 January 2025: n/a (2024: n/a)
Last submitted accounts: 31 December 2023
Consolidated turnover: Not available (1) (2022: Not available (1))
Consolidated profit before tax: Not available (1) (2022: Not available (1))
Consolidated net liabilities: £(1,720,000) (2022: £(2,111,000))
8
Value Blue B.V.
Value Blue is a provider of enterprise architecture management software, that
is growing in the UK. The product allows companies to map their existing
technology architecture in a single location to easily plan, collaborate and
execute both large scale transformational and everyday IT projects.
www.valueblue.com
Investment date: January 2022
Equity held: 20.3% (2024: 20.3%)
Valuation basis: Revenue multiple
Income received in year to 31 January 2025: £317,000 (2024: £19,000)
Last submitted accounts: 31 December 2023
Consolidated turnover: Not available (1) (2022: Not available (1))
Consolidated loss before tax: €(7,412,000) (2022: €(9,185,000))
Consolidated net liabilities: €(6,189,000) (2022: €(4,595,000))
9
Mention Me Limited
Mention Me is a referral engineering SaaS platform that helps business to
consumer (B2C) businesses acquire new customers more successfully through
their referral channel.
www.mention-me.com
Investment date: December 2021
Equity held: 19.4% (2024: 19.4%)
Valuation basis: Revenue multiple
Income received in year to 31 January 2025: n/a (2024: n/a)
Last submitted accounts: 31 December 2023
Consolidated turnover: £11,561,000 (2022: £10,244,000)
Consolidated loss before tax: £(5,175,000) (2022: £(5,621,000))
Consolidated net assets: £5,302,000 (2022: £10,173,000)
10
Fuse Universal Limited
Fuse is a business-to-business software provider of a cloud-based learning
technology platform for corporates, founded in 2008 and based in London (with
further offices in South Africa and Australia).
www.fuseuniversal.com
Investment date: August 2019
Equity held: 0% (2024: 0%)
Valuation basis: Revenue multiple
Income received in year to 31 January 2025: £56,000 (2024: £100,000)
Last submitted accounts: 31 December 2023
Consolidated turnover: £7,997,000 (2022: £9,338,000)
Consolidated loss before tax: £(1,044,000) (2022: £(2,816,000))
Consolidated net liabilities: £(2,468,000) (2022: £(3,682,000))
1. These numbers are not available per the latest public filings on Companies
House or the company is non-UK.
Outlook
It has been a challenging few years for the broader technology sector, with
both geopolitical and economic factors impacting the ability of portfolio
companies to grow and perform as successfully as forecast. Against this
backdrop, I am pleased to report a stable NAV as portfolio companies have
shown great resilience in the face of these challenges. Companies have been
operating more efficiently in terms of their capital requirements and in
several cases we are seeing top-line revenue growth returning steadily, albeit
not to the same degree as experienced prior to the beginning of this more
turbulent period. The slowdown in revenue growth observed across the portfolio
occurred alongside companies striving to preserve cash and move towards
profitability to extend their cash runways.
The nature of the current portfolio and the characteristics of the
technology-focused businesses means that several companies have had some
degree of protection from the full impact of these more challenging
macroeconomic conditions. This is due to recurring revenues and long-term
contracts being key features of their business models.
As mentioned in the Chair’s Statement, we were delighted and grateful for
the support we’ve received from the Company’s new and existing investors,
with the latest fundraise closing fully subscribed, including the
overallotment facility. These funds will allow the Company to continue to
support the existing portfolio in their growth plans and to invest in new
opportunities which have the potential to become successful and deliver great
returns to shareholders in the years to come.
We were also pleased that the Company benefitted from three profitable
disposals in the period, which together returned £18.9 million in proceeds to
the Company. We are hopeful that this could indicate an improvement in the
mergers and acquisitions (M&A) market, providing more opportunities for exits
and offering the Company sustainable growth prospects.
Despite the macroeconomic climate remaining uncertain, we believe that the
rapid pace of change and advancements being made with the development and
adoption of AI technology will create many new businesses seeking growth
capital. This provides us with a degree of optimism about the Company’s
future investment prospects and for its current well-diversified portfolio, as
the component companies seek to take advantage which component companies are
similarly seeking to take advantage of these advancements in AI. Hence, I am
confident that the Company is well-positioned to capitalise on these market
opportunities as they arise and that they will be able to offer further growth
potential for the Company’s continued success.
RISKS AND RISK MANAGEMENT
The Board assesses the risks faced by Apollo and, as a board, reviews the
mitigating controls and actions, and monitors the effectiveness of these
controls and actions.
Emerging and principal risks, and risk management
The Board is mindful of the ongoing risks and will continue to make sure that
appropriate safeguards are in place, in addition to monitoring the cash flow
forecasts to make sure that the Company has sufficient liquidity.
The Board carries out a regular review of the risk environment in which the
Company operates.
Emerging risks
The Board has considered emerging risks. The Board seeks to mitigate emerging
risks and those noted below by setting policy, regular review of performance
and monitoring progress and compliance. In the mitigation and management of
these risks, the Board applies the principles detailed in the Financial
Reporting Council’s Guidance on Risk Management, Internal Control and
Related Financial and Business Reporting.
The following are some of the potential emerging risks management and the
Board are currently monitoring:
* adverse changes in global macroeconomic environment;
* artificial intelligence;
* geopolitical tensions; and
* climate change.
Principal risks
Risk Mitigation Change
Investment performance :
The focus of Apollo’s investments is in unquoted, small and medium-sized VCT qualifying companies which, by their nature, entail a higher level of risk and may have lower cash reserves than investments in larger quoted companies. Poor performance across these investments may impact Apollo’s ability to raise new funds from investors. Octopus has significant experience and a strong track record of investing in unquoted companies, and appropriate due diligence is undertaken on every new investment. A Increased exposures reflected in the previous period remain unchanged due to the continuing difficult macro environment and challenging trading conditions for some portfolio companies continuing.
member of the Octopus Ventures team is typically appointed to the board of a portfolio company subject to an evaluation using a risk based approach that considers the
size of the company within the Apollo portfolio and the engagement levels of other investors. Regular board reports are prepared by the portfolio company’s management and
examined by the Portfolio Manager. This arrangement, in conjunction with its Portfolio Talent team’s active involvement, allows Apollo to play a prominent role in a
portfolio company’s ongoing development and strategy. Although investment strategy is focused on B2B software, the overall risk in the portfolio is mitigated by
diversifying investment across a wide spread of holdings in terms of the underlying sub-sector served by the portfolio companies, and their financing stage, age, industry
sector and business models. The Board reviews the investment portfolio with the Portfolio Manager on a regular basis. The Portfolio Manager is incentivised to make sure
Apollo performs well, via a Performance Incentive Fee (charged annually) for exceeding certain performance hurdles.
Risk Mitigation Change
VCT qualifying status risk:
Apollo 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 Apollo 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 making an investment, the Portfolio Manager seeks assurance from Apollo’s VCT status adviser that the investment will meet the legislative requirements for VCT VCT status monitoring by independent advisers continues to reduce the risk of an issue causing a loss of VCT status.
investments. On an ongoing basis, the Portfolio Manager monitors Apollo’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 Apollo’s compliance with VCT regulations on
a bi-annual basis and reports its results to the Board.
Risk Mitigation Change
Operational – reliance on third parties :
The Board is reliant on the Portfolio Manager to manage investments effectively, and manage the services of a number of third parties, in particular the registrar and tax advisers. A failure of the systems or controls at the Portfolio Manager or third-party providers could lead to an inability to provide accurate reporting and to ensure adherence to VCT and other regulatory rules. The Board reviews the system of internal control, both financial and non-financial, operated by the Portfolio Manager (to the extent the latter are relevant to Apollo’s No overall change in risk exposure on balance.
internal controls). These include controls that are designed to ensure that Apollo’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. During the year a depositary has been appointed. This increases the number of key third parties involved in the running of the Company, but also adds additional
layers of oversight of the Portfolio Manager.
Risk Mitigation Change
Information security:
A lack of suitable controls could result in a data breach and fines and/or business disruption. The Board is reliant on the Portfolio Manager and third parties to take appropriate measures to prevent a loss of confidential customer information or other malicious events. Annual due diligence is conducted on third parties, which includes a review of their controls for information security. The Portfolio Manager has a dedicated information No overall change on balance, although cyber threat remains a significant risk area faced by all service providers. The appropriateness of mitigants in place are continuously reassessed to adapt to new risk exposures, such as those posed by artificial intelligence.
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 Portfolio
Manager reports to the Board on an annual basis to update it on relevant information security arrangements. Significant and relevant information security breaches are
escalated to the Board when they occur.
Risk Mitigation Change
Economic:
Events such as an economic recession, movement in interest rates, fluctuations in foreign exchange rates, inflation, political instability and rising living costs could adversely affect some smaller companies’ valuations, as they may be more vulnerable to changes in trading conditions or the sectors in which they operate. This could result in a reduction in the value of Apollo’s assets. Apollo invests in a portfolio of companies serving markets across a diverse range of sectors, which helps to mitigate against the impact of performance in any one sector. Increased exposures reflected in the previous periods remain and have heightened further as economic uncertainty persists through interest rate changes, the risk of recession and other economic factors.
Apollo also maintains adequate liquidity to make sure that it can continue to provide follow-on investment to those portfolio companies that require it and which is
supported by the individual investment case. The Portfolio Manager monitors the impact of macroeconomic conditions on an ongoing basis and provides updates to the Board
at least quarterly.
Risk Mitigation Change
Legislative:
A change to the VCT regulations could adversely impact Apollo by restricting the companies Apollo can invest in under its current strategy. Similarly, changes to VCT tax reliefs for investors could make VCTs less attractive and impact Apollo’s ability to raise further funds. Failure to adhere to other relevant legislation and regulation could result in reputational damage and/or fines. We are also pleased that the sunset clause in place for April 2025, regarding eligibility of VCTs for tax relief, has been extended to 2035. The Portfolio Manager engages with HM Treasury and industry bodies to demonstrate the positive benefits of VCTs in terms of growing UK companies, creating jobs and Risk exposure has continued to reduce since the previous period following the extension of the sunset clause to 2035 being agreed.
increasing tax revenue, and to help shape any change to VCT legislation. The Portfolio Manager employs individuals with expertise across the legislation and regulation
relevant to Apollo. Individuals receive ongoing training and external experts are engaged where required.
Risk Mitigation Change
Liquidity:
Apollo invests in smaller unquoted companies, which are inherently illiquid as there is no readily available market for these shares. Therefore, these may be difficult to realise for their fair market value at short notice. The Portfolio Manager prepares cash flow forecasts to make sure cash levels are maintained in accordance with policies agreed with the Board. Apollo’s overall liquidity Risk exposure remains unchanged from the previous period.
levels are monitored on a quarterly basis by the Board, with close monitoring of available cash resources. Apollo maintains sufficient cash and readily realisable
securities, including MMFs and OEICs, which can be accessed at short notice. At 31 January 2025, 91% of current asset investments were held in MMFs, realisable within one
business day, and 9% in OEICs, realisable within seven business days.
Risk Mitigation Change
Valuation:
While investments within the portfolio are valued in accordance with International Private Equity and Venture Capital (IPEV) valuation guidelines, for smaller companies 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. Valuations of portfolio companies are performed by appropriately experienced staff, with detailed knowledge of both the portfolio company and the market in which it Risk exposure remains unchanged from the previous period due to economic uncertainty within valuation modelling.
operates. These valuations are then subject to review and approval by the Octopus Valuations Committee, comprised of staff who are independent of Octopus Ventures and
with relevant knowledge of unquoted company valuations. The Board reviews valuations after they have been agreed by the Octopus Valuations Committee.
VIABILITY STATEMENT
In accordance with provision 36 of the AIC Code of Corporate Governance, the
Directors have assessed the prospects of the Company over a period of five
years, consistent with the expected investment holding period of a VCT
investor. Under VCT rules, subscribing investors are required to hold their
investment for a five-year period in order to benefit from the associated tax
reliefs. The Board regularly considers strategy, including investor demand for
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 risks which may adversely impact its business model, future
performance, solvency or liquidity, and focused on the major factors which
affect the economic, regulatory and political environment. Particular
consideration was given to the Company’s reliance on, and close working
relationship with, the Portfolio Manager. The principal risks faced by the
Company and the procedures in place to monitor and mitigate them are set out
above.
The Board has carried out robust stress testing of cash flows which included
assessing the resilience of portfolio companies, including the requirement for
any future financial support and the ability to pay dividends and buybacks.
The Board has additionally considered the ability of the Company to comply
with the ongoing conditions to make sure it maintains its VCT qualifying
status under its current investment policy.
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 31 January 2030.
The Board is mindful of the ongoing risks and will continue to make sure that
appropriate safeguards are in place, in addition to monitoring the cash flow
forecasts to make sure that the Company has sufficient liquidity.
DIRECTORS’ RESPONSIBILITIES STATEMENT
The Directors are responsible for preparing the Strategic Report, the
Directors’ Report, the Directors’ Remuneration Report and the Financial
Statements in accordance with applicable law and regulations. They are also
responsible for ensuring that the Annual Report and 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 (United Kingdom Accounting Standards and applicable laws)
including FRS 102 – “The Financial Reporting Standard applicable in the UK
and Republic of Ireland”. 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 and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to make sure that the financial statements and the Directors’
Remuneration Report comply with the Companies Act 2006. They are also
responsible for safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and other
irregularities.
Insofar as each of the Directors is aware:
* there is no relevant audit information of which the Company’s auditor is
unaware; and
* the Directors have taken all steps that they ought to have taken to make
themselves aware of any relevant audit information and to establish that the
auditor is aware of that information.
The Directors are responsible for preparing the annual report in accordance
with applicable law and regulations. Having taken advice from the Audit and
Risk Committee, the Directors consider the annual report and the financial
statements, taken as a whole, provide the information necessary to assess the
Company’s position, 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
Murray Steele
Chair
INCOME STATEMENT
Year ended 31 January 2025 Year ended 31 January 2024
Revenue £’000 Capital £’000 Total £’000 Revenue £’000 Capital £’000 Total £’000
Realised gain/(loss) on disposal of fixed asset investments - 1,226 1,226 - (876) (876)
Change in fair value of fixed asset investments - 37,666 37,666 - 9,317 (1) 9,317 (1)
Change in fair value of current asset investments - (574) (574) - 16 16
Investment income 4,082 - 4,082 2,576 (1) - 2,576 (1)
Investment management fees (2,147) (6,442) (8,589) (1,862) (5,587) (7,449)
Performance fee - (6,139) (6,139) - (14) (14)
Other expenses (3,555) - (3,555) (4,006) - (4,006)
Foreign currency translation (7) - (7) 1 - 1
Profit/(loss) before tax (1,627) 25,737 24,110 (3,291) (1) 2,856 (1) (435)
Tax - - - - - -
Profit/(loss) after tax (1,627) 25,737 24,110 (3,291) (1) 2,856 (1) (435)
Earnings/(loss) per share – basic and diluted (0.2p) 3.0p 2.8p (0.5p) (1) 0.4p (1) (0.1p)
* The ‘Total’ column of this statement is the profit and loss account of
Apollo; the revenue return and capital return columns have been prepared under
guidance published by the Association of Investment Companies.
* All revenue and capital items in the above statement derive from continuing
operations.
* Apollo has only one class of business and derives its income from
investments made in shares and securities and from money market funds.
(1) The presentation and classification of £3.5 million of accrued loan
interest was updated to be part of the fair value of investments. This balance
is therefore an amendment to the balance presented in the 31 January 2024
accounts. This had no impact on the overall loss for the year presented or net
asset value.
Apollo has no other comprehensive income for the period.
The accompanying notes are an integral part of the financial statements.
BALANCE SHEET
As at 31 January 2025 As at 31 January 2024
£’000 £’000 £’000 £’000
Fixed asset investments 395,018 331,878 (1)
Current assets:
Investments 7,912 8,486
Money market funds 83,544 47,950
Debtors 1,424 244 (1)
Cash at bank 4,251 4,868
Applications cash 16,780 8,852
Total current assets 113,911 70,400 (1)
Current liabilities (26,366) (11,984)
Net current assets 87,545 58,416 (1)
Net assets 482,563 390,294
Share capital 956 773
Share premium 62,281 27,476
Special distributable reserve 299,284 266,132
Capital redemption reserve 191 172
Capital reserve realised (25,949) (15,275)
Capital reserve unrealised 153,438 117,027 (1)
Revenue reserve (7,638) (6,011) (1)
Total shareholders' funds 482,563 390,294
Net asset value per share – basic and diluted 50.5p 50.5p
(1)The presentation and classification of £3.5 million of accrued loan
interest was updated to be part of the fair value of investments. This balance
is therefore an amendment to the balance presented in the 31 January 2024
accounts. This had no impact on the overall loss for the year presented or net
asset value.
The statements were approved by the Directors and authorised for issue on 22
May 2025 and are signed on their behalf by:
Murray Steele
Chair
Company number: 05840377
The accompanying notes are an integral part of the financial statements.
STATEMENT OF CHANGES IN EQUITY
Share capital £’000 Share premium £’000 Special distributable reserves (1) £’000 Capital redemption reserve £’000 Capital reserve realised (1) £’000 Capital reserve unrealised £’000 Revenue reserve (1) £’000 Total £’000
As at 1 February 2024 773 27,476 266,132 172 (15,275) 117,027 (2) (6,011) ( 2) 390,294
Total comprehensive income for the year - - - - (11,355) 37,092 (1,627) 24,110
Total contributions by and distributions to owners: - - - - - - - -
Repurchase and cancellation of own shares (19) - (8,981) 19 - - - (8,981)
Issue of shares 202 106,017 - - - - - 106,219
Share issue cost - (5,982) - - - - - (5,982)
Dividends paid - - (23,097) - - - - (23,097)
Total contributions by and distributions to owners: 183 100,035 (32,078) 19 - - - 68,159
Other movements:
Prior year fixed asset gains now realised - - - - 681 (681) - -
Cancellation of Share Premium - (65,230) 65,230 - - - - -
Total other movements - (65,230) 65,230 - 681 (681) - -
Balance as at 31 January 2025 956 62,281 299,284 191 (25,949) 153,438 (7,638) 482,563
(1) Included within these reserves is an amount of £265,697,000 (2024:
£244,846,000) which is considered distributable to shareholders under
Companies Act rules. The Income Taxes Act 2007 restricts distribution of
capital from reserves created by the conversion of the share premium account
into a special distributable reserve until the third anniversary of the share
allotment that led to the creation of that part of the share premium account.
As at 31 January 2025, £19,920,000 (2024: £34,910,000) of the special
reserve is distributable under this restriction.
(2)The presentation and classification of £3.5 million of accrued loan
interest was updated to be part of the fair value of investments. This balance
is therefore an amendment to the balance presented in the 31 January 2024
accounts. This had no impact on the overall loss for the year presented or net
asset value.
The accompanying notes are an integral part of the financial statements.
Share capital £’000 Share premium £’000 Special distributable reserves (1) £’000 Capital redemption reserve £’000 Capital reserve realised (1) £’000 Capital reserve unrealised £’000 Revenue reserve (1) £’000 Total £’000
As at 1 February 2023 657 78,440 174,061 159 (20,136) 119,032 (2,720) 349,493
Total comprehensive income for the year - - - - (6,477) 9,333 (2) (3,291) (2) (435)
Total contributions by and distributions to owners:
Repurchase and cancellation of own shares (13) - (6,743) 13 - - - (6,743)
Issue of shares 129 70,927 - - - - - 71,056
Share issue cost - (3,912) - - - - - (3,912)
Dividends paid - - (19,165) - - - - (19,165)
Total contributions by and distributions to owners: 116 67,015 (25,908) 13 - - - 41,236
Other movements:
Prior year fixed asset losses now realised - - - - 11,338 (11,338) - -
Cancellation of Share Premium - (117,979) 117,979 - - - - -
Total other movements - (117,979) 117,979 - 11,338 (11,338) - -
Balance as at 31 January 2024 773 27,476 266,132 172 (15,275) 117,027 (2) (6,011) (2) 390,294
(1) Reserves considered distributable to shareholders per the Companies Act.
(2 )The presentation and classification of £3.5 million of accrued loan
interest was updated to be part of the fair value of investments. This balance
is therefore an amendment to the balance presented in the 31 January 2024
accounts. This had no impact on the overall loss for the year presented or net
asset value.
The accompanying notes are an integral part of the financial statements.
CASH FLOW STATEMENT
Year to 31 January 2025 £’000 Year to 31 January 2024 £’000
Cash flows from operating activities
Profit/(loss) before tax 24,110 (435)
Adjustments for:
Decrease/(increase) in debtors (1) (10) (1) 4,622 (2)
(Decrease)/increase in creditors 6,454 (8,490)
(Gain)/loss on disposal of fixed asset investments (1,226) 876
Gain on valuation of fixed asset investments (37,666) (9,317) (2)
Loss/(Gain) on valuation of current asset investments 574 (17)
Transfer of accrued loan interest receivable (2) – (1,824) (2)
Net cash utilised in operating activities (7,764) (14,585)
Cash flows from investing activities
Purchase of fixed asset investments (47,131) (32,975)
Proceeds on sale of fixed asset investments 21,713 18,292
Purchase of current asset investments – (4,499)
Net cash utilised in investing activities (25,418) (19,182)
Cash flows from financing activities
Movement in applications account 7,928 (409)
Purchase of own shares (8,981) (6,743)
Proceeds from share issues 100,951 66,543
Cost of share issues (5,982) (3,912)
Dividends paid (net of DRIS) (17,829) (14,653)
Net cash generated from financing activities 76,087 40,826
Increase in cash and cash equivalents 42,905 7,059
Opening cash and cash equivalents 61,670 54,611
Closing cash and cash equivalents 104,575 61,670
Cash and cash equivalents comprise
Cash at bank 4,251 4,868
Applications cash 16,780 8,852
Money market funds 83,544 47,950
Closing cash and cash equivalents 104,575 61,670
The accompanying notes are an integral part of the financial statements.
(1) Movement in debtors, adjusted for £1,170,000 of deferred consideration
proceeds.
(2) The presentation and classification of £3.5 million of accrued loan
interest was updated to be part of the fair value of investments. This balance
is therefore an amendment to the balance presented in the 31 January 2024
accounts. This had no impact on the overall loss for the year presented or net
asset value.
NOTES TO THE FINANCIAL STATEMENTS
1. Significant accounting policies
Apollo is a Public Limited Company (plc) incorporated in England and Wales and
its registered office is 33 Holborn, London, EC1N 2HT.
Apollo’s principal activity is to invest in a diverse portfolio of
predominantly unquoted companies with the aim 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 Apollo’s 2024 Annual Report and Accounts.
2. Investment income
Accounting policy
Fixed returns on non-equity shares and debt securities are recognised on a
time apportionment basis (including time amortisation of any premium or
discount to redemption), so as to reflect the effective interest rate,
provided it is considered probable that payment will be received in due
course. Income from fixed-interest securities and deposit interest is
accounted for on an effective interest rate method. Investment income includes
interest earned on MMFs. Dividend income is shown net of any related
tax credit.
Dividends receivable are brought into account when Apollo’s right to receive
payment is established and it is probable that payment will be received. Fixed
returns on debt are recognised provided it is probable that payment will be
received in due course. The nature of dividends received is assessed to
establish whether they are revenue or income dividends.
Disclosure
31 January 31 January
2025 2024
£’000 £’000
Loan note interest receivable (1) 163 – (1)
Dividends receivable MMF interest income 741 3,178 576 2,000
4,082 2,576 (1)
(1) The presentation and classification of £3.5 million of accrued loan
interest was updated to be part of the fair value of investments. This balance
is therefore an amendment to the balance presented in the 31 January 2024
accounts.
3. Investment management and performance fees
31 January 2025 31 January 2024
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Investment management fee 2,147 6,442 8,589 1,862 5,587 7,449
Investment performance fee - 6,139 6,139 - 14 14
2,147 12,581 14,728 1,862 5,601 7,463
For the purpose of the revenue and capital columns in the Income Statement,
the management fee has been allocated 25% to revenue and 75% to capital, in
line with the Board’s expected long-term split of returns in the form of
income and capital gains respectively from Apollo’s investment portfolio.
The investment performance fee, explained below, is allocated 100% to capital
as it is deemed that capital appreciation on investments has primarily driven
the total return of Apollo above the required hurdle rate at which the
performance fee is payable. The management fee, administration and accountancy
fees are calculated based on the NAV which is then multiplied by the number of
shares in issue, calculated on a daily basis.
Octopus provide investment management, accounting and administration services
and company secretarial services to Apollo under a management agreement which
may be terminated at any time thereafter by not less than twelve 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. The
basis upon which the management fee is calculated is disclosed within the
Annual Report and financial statements.
Apollo has established a performance incentive scheme whereby the Portfolio
Manager is entitled to an annual performance related incentive fee in the
event that certain performance criteria are met. Further details of this
scheme are disclosed within the Annual Report and financial statements. As at
31 January 2025 £6,139,076 was due to the Portfolio Manager by way of an
annual performance fee (2024: £14,000).
4. Other expenses
Accounting policy
All expenses are accounted for on an accruals basis. Expenses are charged
wholly to revenue, apart from management fees charged 75% to capital and 25%
to revenue, performance fees charged wholly to capital and transaction costs.
Transaction costs incurred when purchasing or selling assets are written off
to the Income Statement in the period that they occur.
Disclosure
31 January 31 January
2025 2024
£’000 £’000
Accounting and administration services 1,288 1,117
Ongoing trail commission 1,130 1,011
Directors’ fees 182 140
Registrars' fees 120 106
Audit fees 103 85
Legal fees 50 12
Bad debt provision 0 953
Other administration expenses 682 582
3,555 4,006
The ongoing charges ratio of Apollo for the year to 31 January 2025 was 2.4%
(2024: 2.4%). Total annual running costs are capped at 2.75% of average net
assets (2024 cap: 2.75% of average net assets). This figure excludes any
extraordinary items, adviser charges, impairment of interest and performance
fees.
No non-audit services were provided by Apollo’s auditor.
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 in respect of all timing differences at the
reporting date. Timing differences are differences between taxable profits and
total comprehensive income as stated in the financial statements that arise
from the inclusion of income and expenses in tax assessments in periods
different from those in which they are recognised in financial statements.
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
31 January 2025 31 January 2024
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Profit/(loss) before tax (1) (1,627) 25,737 24,110 2,856 (1) (3,290) (1) (435)
Tax at 25% (2024: 24%) (1) (407) 6,434 6,027 686 (1) (791) (1) (104)
Effects of:
Non-taxable dividend income (9) – (9) (16) – (16)
Non-taxable capital gains on valuations and disposals (1) – (9,579) (9,579) – (2,032) (1) (2,032) (1)
Expenses not deductible for tax purposes – 12 12 – 14 14
Excess management expenses on which deferred tax not recognised (1) 416 3,133 3,549 1,332 (1) 806 (1) 2,138 (1)
Total tax charge – – – – – –
(1) The presentation and classification of £3.5 million of accrued loan
interest was updated to be part of the fair value of investments. This balance
is therefore an amendment to the balance presented in the 31 January 2024
accounts. This had no impact on the overall loss for the year presented or net
asset value.
Approved VCTs are exempt from tax on chargeable gains. Since the Directors
intend that Apollo 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 based on
a prospective tax rate of 25%. Unrelieved tax losses of £64,803,000 (2024:
£51,785,000) are estimated to be carried forward at 31 January 2025 (subject
to completion of Apollo’s tax return) and are available for offset against
future taxable income, subject to agreement with HMRC. Apollo has not
recognised the deferred tax asset of £16,201,000 (2024: £12,946,000) in
respect of these tax losses because there is insufficient forecast taxable
income in excess of deductible expenses to utilise these losses carried
forward. There is no expiry period on these deductible expenses under the UK
HMRC legislation.
6. Dividends
Accounting policy
Dividends payable are recognised as distributions in the financial statements
when Apollo’s liability to make 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. Interim dividends to equity
shareholders are declared by the Directors.
Disclosure
31 January 31 January
2025 2024
£’000 £’000
Dividends paid in the year
Second interim dividend: 1.3p per share paid 2 May 2024 (2024: 1.3p per share) in respect of prior year 10,901 8,739
Interim dividend: 1.3p per share paid 20 December 2024 (2024: 1.4p) in respect of the current year 12,196 10,426
23,097 19,165
31 January 31 January
2025 2024
£’000 £’000
Dividends in respect of the year
Interim dividend: 1.3p per share paid 20 December 2024 (2024: 1.4p) 12,196 10,426
Second interim dividend: 1.3p paid 8 May 2025 (2024: 1.3p per share) 13,663 10,901
25,859 21,327
The figures above include dividends elected to be reinvested through the DRIS. In the year to 31 January 2025, the net proceeds reinvested through the DRIS totalled £5,268,000 (2024: £4,513,000).
7. Earnings per share
31 January 2025 31 January 2024
Revenue Capital Total Revenue Capital Total
Profit/(loss) attributable to ordinary shareholders (£’000) (1) (1,627) 25,737 24,110 (3,291) (1) 2,856 (1) (435) (1)
Earnings per ordinary share (p) (1) (0.2p) 3.0p 2.8p (0.5p) (1) 0.4p (1) (0.1p) (1)
(1) The presentation and classification of £3.5 million of accrued loan
interest was updated to be part of the fair value of investments. This balance
is therefore an amendment to the balance presented in the 31 January 2024
accounts. This had no impact on the overall loss for the year presented or net
asset value.
The earnings per share is based on 867,758,701 Ordinary shares (2024:
709,769,066), being the weighted average of shares in issue during the year.
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
31 January 31 January
2025 2024
Ordinary shares Ordinary shares
Net assets (£) 482,563,000 390,294,000
Shares in issue 956,172,843 772,743,612
Net asset value per share (p ) 50.5 50.5
There are no potentially dilutive capital instruments in issue and, as such,
the basic and diluted NAV per share are identical.
9. Transactions with the Portfolio Manager
Apollo has employed Octopus throughout the year as the Portfolio Manager.
Apollo has incurred £8,589,000 (2024: £7,449,000) in management fees due to
the Portfolio Manager in the year. At 31 January 2025 there was £2,295,000
outstanding (2024: £1,989,000). The management fee is payable quarterly in
arrears and is based on 2% of the NAV calculated daily from 31 January.
The Portfolio Manager is entitled to an annual performance-related incentive
fee, subject to the total return (NAV plus cumulative dividends paid) per
share being at least 100p at the end of the relevant period. This performance
fee is equal to 20% of the amount by which the NAV plus cumulative dividends
paid per share exceeds the higher of:
* The highest total return in previous accounting periods. This is currently
the return in the year to 31 January 2024 (137.9p).
* The total return as at 1 February 2012, plus the average Bank of England
interest rate to date, commencing 1 February 2012.
The Board considers that the liability becomes due at the point that the
performance criteria are met, which has happened at the end of this financial
year. In the year, Apollo incurred performance fees of £6,139,076 (2024:
£14,000). At 31 January 2025 there were £6,139,076 of outstanding
performance fees to be paid (2024: £14,000).
The Portfolio Manager also provides accounting and administrative services to
Apollo, payable quarterly in arrears, for a fee of 0.3% of the NAV calculated
daily. During the year £1,288,000 (2024: £1,117,000) was paid to the
Portfolio Manager, of which £344,000 (2024: £298,000) was outstanding at the
Balance Sheet date, for the accounting and administrative services. In
addition, the Portfolio Manager also provides company secretarial services for
a fee of £20,000 per annum (2024: £20,000).
Several members of the Octopus investment team hold Non-Executive
Directorships as part of their monitoring roles in Apollo’s portfolio
companies, but they have no controlling interests in those companies. The
Portfolio Manager receives transaction fees and directors’ fees from these
portfolio companies. During the year ended 31 January 2025, Directors’ fees
of £788,000 attributable to the investments of Apollo were received by the
Portfolio Manager (2024: £821,000).
Octopus AIF Management Limited remuneration disclosures (unaudited)
Quantitative remuneration disclosures required to be made in this annual
report in accordance with the FCA Handbook FUND 3.3.5 are available on the
website: https://www.octopusinvestments.com/remuneration-disclosures/.
10. Related party transactions
As at 31 January 2025, Octopus Investments Nominees Limited (OINL) held 315
shares (2024: 315) in Apollo as beneficial owner, having purchased these from
shareholders to protect their interests after delays or errors with
shareholder instructions and other similar administrative issues. Throughout
the period to 31 January 2025 OINL purchased nil shares (2024: 315) at a cost
of nil (2024: £163) and sold nil shares (2024: 173,900) for proceeds of nil
(2024: £87,993). This is classed as a related party transaction as per the
Listing Rules, as Octopus, the Portfolio Manager, and OINL are part of the
same group of companies. Any such future transactions, where OINL takes over
the legal and beneficial ownership of Company shares will be announced to the
market and disclosed in annual and half-yearly reports.
11. 2025 financial information
The figures and financial information for the year ended 31 January 2025 are
extracted from the Company’s annual financial statements for the period and
do not constitute statutory accounts. The Company’s annual financial
statements for the year to 31 January 2025 have been audited but have not yet
been delivered to the Registrar of Companies. The Auditors’ report on the
2025 annual financial statements was unqualified, did not include a reference
to any matter to which the auditors drew attention without qualifying the
report, and did not contain any statements under Sections 498(2) or 498(3) of
the Companies Act 2006.
12. 2024 financial information
The figures and financial information for the year ended 31 January 2024 are
extracted from the Company’s annual financial statements for the period and
do not constitute statutory accounts. The Company’s annual financial
statements for the year to 31 January 2024 have been audited but have not yet
been delivered to the Registrar of Companies. The Auditors’ report on the
2024 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.
13. Annual Report and financial statements
The Annual Report and financial statements will be posted to shareholders in
June and will be available on the Company’s website. The Notice of Annual
General Meeting is contained within the Annual Report.
14. General information
Registered in England & Wales. Company No. 05840377
LEI: 213800Y3XEIQ18DP3O53
15. Directors
Murray Steele (Chair), Christopher Powles, Alex Hambro, Claire Finn and
Gillian Elcock.
16. Secretary and registered office
Octopus Company Secretarial Services Limited
6(th) Floor, 33 Holborn, London EC1N 2HTRecent news on Octopus Apollo VCT
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