REG-Final Results
22/05/2026 17:30
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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 2026.
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).
KEY FINANCIALS
Year to 31 January 2026 Year to 31 January 2025
Net assets (£’000) £541,059 £482,563
Profit after tax (£’000) £12,401 £24,110
Net asset value (NAV) per share (1) 49.1p 50.5p
Cumulative dividends paid since launch 92.6p 90.0p
Total value per share (2) 141.7p 140.5p
Dividends paid in the year 2.6p 2.6p
Dividend yield (3) 5.1% 5.1%
Dividend declared 1.3p 1.3p
Total return per share % (4) 2.4% 5.1%
1. NAV per share is calculated as net assets divided by total number of
shares.
2. Total value per share is calculated by adding together NAV per share and
cumulative dividends paid since launch.
3. Dividend yield is an alternative performance measure (APM) 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 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.
CHAIR’S STATEMENT
Highlights
* Apollo’s fundraise total (as at 1 April 2026): £82 million
* Total return over five years: 32.7%
* Dividends paid in 2026(1): 2.6p
1. Year ended 31 January 2026.
Apollo’s total return for the year to 31 January 2026 was 2.4%, with net
assets at the end of the period totalling £541.1 million.
Performance
I am pleased to present the annual results for Apollo for the year ended 31
January 2026.
At the year end, the NAV plus cumulative dividends per share was 141.7p,
compared to 140.5p at 31 January 2025. During the year, dividends of 2.6p per
share were paid and the NAV per share at 31 January 2026 was 49.1p. This
equates to a total return of 2.4% for the year.
The year continued to be shaped by macroeconomic and geopolitical uncertainty,
alongside volatility in technology valuations. In this challenging
environment, a positive total return reflects the resilience of the portfolio.
Portfolio companies have continued to grow revenues and have improved their
overall levels of profitability over the year, with a greater proportion now
operating profitably. This, together with stronger cash positions and careful
structuring, have helped to support positive valuations, despite ongoing
external pressures.
Investment activity increased during the year, with Apollo deploying capital
into a number of high-quality businesses. This reflected improved deal flow in
later-stage business-to-business (B2B) software markets, including
opportunities in AI-enabled propositions. Our investment approach remains
consistent, prioritising businesses with high levels of recurring revenue,
strong customer retention and clear paths to scale and profitability.
During the year, we deepened our exposure to AI software, reflecting its
increasing integration across our core markets. Many existing portfolio
companies are embedding AI into established platforms to enhance functionality
and customer value. Alongside this, we have made selective investments into
AI-native businesses, built from the ground up with AI at the centre of their
products and business models. This positions the portfolio to benefit from the
ongoing evolution of software markets while maintaining a consistent
investment approach.
We also completed a number of successful realisations during the period,
generating cash proceeds of £33.9 million for the Company and allowing
capital to be recycled into new opportunities. Our focus on active ownership
and disciplined decision-making remains central to delivering long-term value.
Overall, the Company delivered a modest but positive return in an unsettled
market environment, while increasing investment activity and maintaining a
diversified portfolio of software companies.
In the twelve months to 31 January 2026, we utilised £110.5 million of our
cash resources, comprising £55.0 million in new and follow-on investments,
£21.4 million in dividends (net of the Dividend Reinvestment Scheme (DRIS)),
£10.0 million in management fees, £6.1 million in performance fees, £14.0
million in share buybacks, and £4.0 million in other running costs.
The cash and liquid resources balance of £106.0 million at 31 January 2026
represented 19.6% of net assets at that date (31 January 2025: £95.7 million,
19.8%). Cash and liquid resources comprise cash at bank, holdings in money
market funds (MMFs) and a closed-ended collective investment scheme
(‘closed-ended fund’).
Performance incentive fees
Apollo’s performance since 31 January 2025 has resulted in a performance fee
of £3.2 million being payable to Octopus. This fee is calculated as 20% of
gains above the High-Water Mark of 140.5p per share, based on total value per
share as at that date.
Dividends
* Dividend yield(1): 5.1%
* Dividends paid to reporting date: 92.6p
It remains your Board’s policy to maintain a regular dividend flow where
possible in order to take advantage of the tax-free distributions a VCT can
provide and to target a 5% annual dividend yield, subject to available
distributable reserves and overall portfolio performance.
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 2026. The dividend will
be payable on 19 June 2026 to shareholders on the register at 29 May 2026.
Together with the interim dividend of 1.3p paid in December 2025, this brings
total dividends declared for the year to 2.6p per share. The total dividend
yield(1) for the year was 5.1%, consistent with the Board’s policy. Since
inception, Apollo has paid a total of 92.6p in tax‑free dividends per share.
Apollo’s DRIS remains available to shareholders who wish to reinvest
dividends into new shares rather than receive cash. Currently, 16.1% of
shareholders participate in the scheme. During the year to 31 January 2026,
12,555,204 shares were issued under the DRIS, equating to a reinvested amount
of £6.1 million.
Dividends, whether paid in cash or reinvested under the DRIS, are always at
the discretion of the Board and are not guaranteed.
1. This is an APM.
Fundraise and share buybacks
In March 2025, the Company successfully completed its offer to raise £75
million, which was fully subscribed. We would like to thank both new and
existing shareholders for their continued support.
On 30 October 2025, the Company launched a further offer to raise up to £75
million with an over-allotment facility of up to £25 million. I am pleased to
report that this offer closed for applications on 1 April 2026, raising £82.4
million. On 20 April 2026, the Board reopened the offer for applications. The
continued support from shareholders provides the Company with capital to
deploy into both existing portfolio companies and new investment opportunities
in line with our disciplined investment approach.
Apollo has continued to buy back shares from existing investors at the
Board’s discretion. Subject to shareholder approval of Resolution 12 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. Share
buybacks are always at the discretion of the Board, are never guaranteed and
may be reviewed when necessary.
VCT status
In the November 2025 Budget, the Government announced two changes affecting
VCTs.
Firstly, the annual investment limits for investee companies have been
increased, providing more capacity to invest into new and existing portfolio
companies. Given Apollo’s scale and focus on supporting companies through
later stages of their growth, this change is welcome. It enhances our ability
to continue supporting our largest portfolio companies as they scale and,
where appropriate, to participate more meaningfully in subsequent funding
rounds. The Board believes this additional flexibility supports Apollo’s
investment strategy and market positioning particularly well.
Secondly, the rate of upfront income tax relief for new VCT subscriptions has
reduced from 30% to 20% for investments made on or after 6 April 2026. While
VCTs will continue to offer income tax relief, tax-free dividends and
exemption from capital gains tax on disposal, the reduction in upfront relief
may influence investor demand across the sector. The Board views this
development with concern, as it could reduce the availability of capital to
support the level of attractive investment opportunities we are seeing. The
Board will continue to monitor the impact of this change on the Company’s
future fundraising closely.
Board of Directors
As noted in the half-yearly report, Claire Finn stepped down from the Board in
October 2025. On behalf of the Board and shareholders, I would like to thank
her for her valuable contribution.
On 15 September 2025, the Board appointed two new independent Non-Executive
Directors, Lindsay Dodsworth and Graeme Gunn. With effect from their
appointment, both joined the Audit & Risk Committee, Management Engagement
Committee and Nomination and Remuneration Committee.
AGM
The AGM will be held on 9 July 2026 at 10.30 am and will be held at the
offices of Octopus Investments Limited, 33 Holborn, London, EC1N 2HT. Full
details of the business to be conducted at the AGM are given in the Notice of
the Annual General Meeting. We will have a Portfolio Manager’s update at the
AGM.
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
The outlook remains shaped by a combination of macroeconomic uncertainty,
heightened geopolitical risk and continued volatility in technology markets.
The Board is mindful of the escalation of conflict in the Middle East
subsequent to the year end. As this has occurred after 31 January 2026, any
potential impact is not reflected in the Company’s valuations at the balance
sheet date. The situation remains highly uncertain and the Board, together
with the Manager, continues to monitor developments closely and assess any
potential implications for the portfolio and broader market conditions. While
parts of the public markets, particularly large-cap and AI-led sectors, have
shown resilience during the period, conditions remain uneven and private
capital investment continues to be selective, with liquidity and exit activity
more constrained outside of AI-driven opportunities.
In this environment, the composition of Apollo’s portfolio remains a key
source of resilience. The majority of our companies operate under contracted
subscription-based business models with high levels of recurring revenue and
long-term customer relationships, which provide a degree of stability despite
less predictable market conditions.
AI is increasingly embedded across the portfolio, supporting product
development, operational efficiency and customer value. Alongside this, we
continue to make selective investments into AI-native businesses, reflecting
the ongoing evolution of software markets.
We continue to see a healthy pipeline of investment opportunities,
particularly in AI-supported B2B software businesses, where Apollo’s scale
and experience position us well to access and support high quality businesses.
The recent increase in annual VCT investment limits further strengthens our
ability to support portfolio companies through later stage funding rounds and
enhances our role within the UK scale-up ecosystem.
Apollo enters the new financial year with a diversified portfolio, meaningful
cash resources and continued fundraising support. While external conditions
are likely to remain uncertain, the Board believes the Company is well
positioned to navigate this environment and to deploy capital selectively into
both new and existing opportunities.
Murray Steele
Chair
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
Apollo’s investment strategy has remained consistent over the past year,
with an increased emphasis on AI-driven software companies reflecting the
strong growth and performance we are seeing in businesses adopting these
technologies. Our core focus remains on high-quality B2B software companies.
These businesses are typically characterised by strong revenue growth, high
levels of recurring revenue, robust customer retention across a diversified
base and high gross margins, supporting long-term revenue visibility and a
clear path to profitability.
We focus on businesses that have established product-market fit and are
scaling their operations. Increasingly, these companies are incorporating AI
into their platforms to enhance product functionality, while also using AI to
improve internal processes and operational efficiency.
Apollo has consistently taken an active approach to realisations, with the
majority of exits achieved through strategic trade buyers or private equity
investors, typically within three to seven years of the initial investment.
Focus on performance
In the year to 31 January 2026, the Total value per share (NAV plus cumulative
dividends) increased to 141.7p per share, giving a total return of 2.4% for
the period. Despite challenging macroeconomic conditions that have continued
to affect our portfolio companies over the past twelve months, we are
satisfied with this modest increase in total value.
The performance over the five years to 31 January 2026 is shown below:
Year Ended NAV Dividends paid in year Cumulative dividends NAV + cumulative dividends Total return %
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%
31 January 2026 49.1p 2.6p 92.6p 141.7p 2.4%
During the year, including disposals, there have been valuation increases
across 31 portfolio companies, delivering a collective increase of £41.6
million. These increases have been driven by a combination of factors,
including revenue growth, improving profitability and, in a small number of
cases, new external investment rounds.
Several of the portfolio’s strongest contributors demonstrated continued
operational progress over the year, despite a more challenging market
backdrop. In particular, Lodgify, Natterbox and bsport were among the largest
drivers of value. These three companies contributed £13.3 million towards the
collective increase in valuation.
Taken together, these movements reflect the underlying strength and
adaptability of the portfolio, with company-specific progress helping to
support valuations despite broader market pressures.
Conversely, 20 companies saw a decrease in valuation, collectively totalling
£16.4 million. £9.6 million of this decline was concentrated in three
companies TRI, Zapnito and Tendable. TRI’s valuation reduction reflected
slower-than-expected commercial progress during the year and a reduction in
valuation multiples across comparable software businesses, despite continued
investment in leadership and product development. Zapnito experienced slower
growth than anticipated alongside a more constrained operating environment,
which contributed to a lower valuation. Tendable’s valuation reduction
reflected softer trading performance and slower growth within its healthcare
customer base. Despite these valuation reductions, all three companies
continue to operate and management teams remain focused on improving
commercial execution, customer retention and long-term growth prospects. In
aggregate, there was a net increase in portfolio company valuations of £25.2
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 £11.1 million (including interest) was invested in MMFs. Apollo
also holds an investment in the Sequoia Economic Infrastructure Income Fund
(SEQI), a closed-ended fund, but no further investment was made in this fund
during the year.
These investments, together with existing holdings in SEQI and the MMFs,
brought total liquid investments to £102.8 million as at 31 January 2026
(including interest earned during the year on MMF deposits).
Disposals
During the year, disposals from five companies generated total cash proceeds
of £33.9 million for Apollo, compared to an aggregate investment cost of
£15.1 million.
We exited our holding in Hasgrove (Interact) in December 2025, following its
acquisition by Castik Capital Partners. This holding was in our portfolio for
almost 20 years and demonstrates the true value of managing an evergreen
patient capital fund. We are delighted to report that the transaction
generated a return of 64.6x on our initial investment and represents a very
strong outcome for the Company.
Pendula was acquired by Smart Communications, a company focused on helping
highly regulated organisations engage in more meaningful customer
conversations. Apollo first invested in Pendula in 2023, and the exit
delivered a total return of 1.6x on our investment.
Three disposals were completed at a loss during the year.
Trafi was acquired by Enghouse Systems in April 2025. In October 2025,
Apollo’s shareholding in Zai was divested for negligible proceeds. Both of
these holdings had a negligible impact on the Company at the point of exit. In
January 2026, Delio was acquired by iAltA and resulted in a loss on exit.
In aggregate, these disposals generated proceeds of £7.1 million compared
with a total investment cost of £10.1 million. As at 31 January 2025, these
assets had a combined carrying value of approximately £8.6 million.
While disappointing, such outcomes are an inherent part of venture capital
investing. We are focused on maximising value across the portfolio, with
successful exits expected to outweigh losses over the long term.
Year ended 31 January 2022 Year ended 31 January 2023 Year ended 31 January 2024 Year ended 31 January 2025 Year ended 31 January 2026 Total
Dividends paid in the year (£'000) 28,366 (1) 14,323 19,165 23,097 27,557 112,508
Disposal proceeds (£'000) 53,939 3,591 18,292 21,713 34,004 (2) 131,539
1. Dividends paid to shareholders in the year ended 31 January 2022, including
a special dividend of 3.1p per share.
2. This figure includes £33.9 million of cash proceeds from disposals during
the year, as well as deferred proceeds from prior financial year received in
the current financial year.
As illustrated in the table above, disposal proceeds have supported dividend
payments over the past five years. The timing of realisations within a venture
capital portfolio can vary, and the Company seeks to optimise exit outcomes
over the long-term, which may not always align with a specific financial
period.
New and follow-on investments
During the year, the Company demonstrated increasing new investment activity
with Apollo investing £43.4 million into ten new opportunities, as compared
to eight new investments completed in the prior year which totalled £34.1
million. For follow-on investments, £11.6 million was invested into eight
companies compared to nine follow-on investments completed in the prior year
which totalled £13.0 million. In total £55 million was invested in the 12
months, compared to £47 million in the prior year.
Apollo’s new investments operate in a variety of end-markets, including
multiple AI-native or AI-driven companies, they include:
* Liftango £4.0 million – A shared transport software platform that enables
organisations to manage on-demand and fixed-route shuttle services.
* Altura £4.8 million – An AI-powered bid management platform that
automates proposal creation and administrative workflows.
* Lyrebird Health £2.2 million – An AI-powered medical documentation
platform that automates clinical notetaking for practitioners.
* healsgood £2.5 million – An AI-powered healthcare staffing platform that
connects providers with clinical professionals.
* deskbird £6.9 million – A workplace management platform that optimises
hybrid work environments.
* Grasp £4.5 million – A generative AI research platform that automates
company and market analysis for finance professionals.
* dost £3.5 million – An AI-powered document processing platform that
automates invoice and delivery note management.
* Cyber Operations £2.5 million – A cybersecurity risk management platform
that detects third-party threats and automates response actions.
* AutoGrab £10.0 million – An automotive data intelligence platform that
delivers market analytics and pricing insights.
* Sales Ape AI £2.5 million – An AI-powered sales automation platform that
qualifies, engages, and converts inbound leads.
Valuations
Apollo’s unquoted portfolio companies are valued in accordance with UK
Generally Accepted Accounting Practice (GAAP) accounting standards and the
International Private Equity and Venture Capital (IPEV) valuation guidelines.
The table below illustrates the distribution of valuation methodologies used
across Apollo’s B2B software investments as at 31 January 2026 (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; and
* ‘Scenario analysis’ is utilised where there is uncertainty around the
potential outcomes available to a company, so a probability-weighted scenario
analysis is considered.
Once the total value has been determined for a portfolio company, this value
is allocated across its different types of shares and debt, taking into
account their respective rights and priorities. To do this, Apollo uses the
Current Value Method (CVM). This approach assumes the company is sold at the
reporting date and distributes the proceeds accordingly, reflecting how
different investors would be paid based on the specific rights or preferences
of the shares and/or debt that they hold.
Valuation methodology By value By number of companies
Multiples 75% 51%
Scenario analysis 2% 5%
External price 23% 39%
Write-off - 5%
Case studies
Vyn
vyntelligence.com
AI video platform streamlining frontline field data capture and workflows
across infrastructure sectors.
Vyntelligence (Vyn) is a UK-based AI video platform transforming how frontline
teams work in energy, utilities, and telecoms. Its technology enables users to
capture field data through short videos, replacing forms and calls with
faster, smarter workflows. By analysing video content with AI and computer
vision, Vyntelligence helps large infrastructure companies reduce site visits,
spot risks early, and improve customer service.
Already active in over 20 countries and trusted by major players like SSE,
Vodafone, and UK Power Networks, the platform is driving efficiency and
sustainability at scale.
Fiscal Technologies
fiscaltec.com
AI Procure-to-Pay platform preventing fraud, errors, and duplicate payments in
finance teams.
Fiscal Technologies provides AI-powered Procure-to-Pay solutions that protect
finance teams from fraud, errors, and duplicate payments. Its platform
continuously monitors transactions and supplier data, delivering real-time
alerts and helping customers achieve peak performance in Accounts Payable.
As supplier risk and fraud prevention become board-level priorities,
Fiscal’s scalable SaaS platform is well-placed to capture increasing demand.
Large organisations are prioritising supplier fraud detection, compliance, and
risk management. Fiscal’s solution directly addresses these needs, offering
real-time insights and measurable return-on-investment. The company’s
diverse and growing customer base includes FTSE 100 clients, reflecting both
the resilience of the business model and the strength of Fiscal’s value
proposition across sectors.
Top 10 investments by value as at 31 January 2026
Here, we set out the cost and valuation of the top ten holdings, which account
for over 53% of the value of the portfolio.
Portfolio: Investment cost Fair value of investment
1 Natterbox £19.0m £48.6m
2 Lodgify £12.6m £39.8m
3 Ubisecure £10.3m £30.1m
4 Sova £12.3m £18.7m
5 TRI £3.8m £18.6m
6 ValueBlue £11.6m £16.9m
7 Turtl £10.0m £15.6m
8 FableData £8.6m £15.5m
9 MentionMe £15.0m £15.0m
10 FuseUniversal £8.3m £14.0m
Top 10
1
N2JB Limited (trading as Natterbox)
Natterbox is a business phone system that runs in the cloud and connects directly with Salesforce, helping companies manage customer calls more efficiently.
3rd Floor, 12 Gough Square, London, United Kingdom, EC4A 3DW
www.natterbox.com
Investment date March 2018
Equity held 9.0% (2025: 9.0%)
Valuation basis Revenue multiple (2025: Revenue multiple)
Loan interest payable to Apollo in year to 31 January 2026 £382,000 (2025: £177,000)
Last submitted accounts 31 December 2024
Consolidated turnover £20,680,000 (2023: £19,289,000)
Consolidated loss before tax £(2,534,000) (2023: £(644,000))
Consolidated net assets £1,601,000 (2023: £646,000)
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.
Magma House, 16 Davy Court, Castle Mound Way, Rugby, Warwickshire, United Kingdom, CV23 0UZ
www.lodgify.com
Investment date September 2022
Equity held 15.2% (2025: 15.3%)
Valuation basis Revenue multiple (2025: Revenue multiple)
Loan interest payable to Apollo in year to 31 January 2026 n/a (2025: n/a)
Last submitted accounts 31 December 2024
Consolidated turnover €20,898,000 (2023: €14,508,000)
Consolidated loss before tax €(7,896,000) (2023: €(7,462,000))
Consolidated net assets €8,132,000 (2023: €10,390,000)
3
Ubisecure Holdings Limited
Ubisecure is a provider of customer identity access management software.
Unit L3/12 Vinters Business Park, New Cut Road, Maidstone, Kent, England, ME14 5NZ
www.ubisecure.com
Investment date May 2018
Equity held 74.7% (2025: 73.4%)
Valuation basis Revenue multiple (2025: Revenue multiple)
Loan interest payable to Apollo in year to 31 January 2026 £303,000 (2025: £179,000)
Last submitted accounts 31 December 2024
Consolidated turnover £9,347,000 (2023: £8,674,000)
Consolidated loss before tax £(865,000) (2023: £(3,091,000))
Consolidated net liabilities £(280,000) (2023: £(3,053,000))
4
Sova Assessment Limited
Sova Assessment is an end-to-end digital candidate assessment SaaS platform targeting large blue-chip organisations conducting large volumes of hiring.
Camburgh House, 27 New Dover Road, Canterbury, Kent, CT1 3DN
www.sovaassessment.com
Investment date November 2020
Equity held 45.5% (2025: 37.2%)
Valuation basis Revenue multiple (2025: Revenue multiple)
Loan interest payable to Apollo in year to 31 January 2026 £116,000 (2025: £104,000)
Last submitted accounts 31 March 2025
Consolidated turnover £5,627,000 (2024: £6,780,000)
Consolidated loss before tax £(995,000) (2024: £(3,449,000))
Consolidated net liabilities £(5,350,000) (2024: £(5,252,000))
5
Triumph Holdings Limited (trading as TRI)
TRI has developed a risk based quality management and monitoring platform for the life sciences industry.
1 Signet Court, Swanns Road, Cambridge, England, CB5 8LA
www.tritrials.com
Investment date October 2018
Equity held 52.0% (2025: 52.0%)
Valuation basis Revenue multiple (2025: Revenue multiple)
Loan interest payable to Apollo in year to 31 January 2026 £166,000 (2025: £174,000)
Last submitted accounts 31 December 2024
Consolidated turnover Not available (1) (2023: Not available (1))
Consolidated loss before tax Not available (1) (2023: Not available (1))
Consolidated net liabilities £(3,287,000) (2023: £(2,168,000))
6
Value Blue B.V.
Value Blue is a provider of enterprise architecture management software. 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.
Hq King’s Cross, 344-354 Gray’s Inn Road, London, WC1X 8BP
www.valueblue.com
Investment date January 2022
Equity held 20.3% (2025: 20.3%)
Valuation basis Revenue multiple (2025: Revenue multiple)
Loan interest payable to Apollo in year to 31 January 2026 £450,000 (2025: £317,000)
Last submitted accounts 31 December 2024
Consolidated turnover Not available (1) (2023: Not available (1))
Consolidated loss before tax €(4,717,000) (2023: €(7,412,000))
Consolidated net liabilities €(10,897,000) (2023: €(6,189,000))
7
Turtl Surf & Immerse Limited (trading as Turtl)
An enterprise SaaS product which enables corporates to produce high quality, brand consistent and personalised marketing collateral at scale.
22-25 Farringdon Street, London, England, EC4A 4AB
www.turtl.co
Investment date August 2021
Equity held 13.6% (2025: 19.4%)
Valuation basis Revenue multiple (2025: Revenue multiple)
Loan interest payable to Apollo in year to 31 January 2026 n/a (2025: n/a)
Last submitted accounts 31 December 2024
Consolidated turnover £9,060,000 (2023: £9,121,000)
Consolidated loss before tax £(661,000) (2023: £(3,498,000))
Consolidated net assets £613,000 (2023: £720,000)
8
Fable Data Limited
Fable Data provides anonymised, pan-European consumer transaction data and analysis to institutional investors, businesses, governments and academics.
Unit 205-206, Metal Box Factory, 30 Great Guildford Street, London, England, SE1 0HS
www.fabledata.com
Investment date December 2022
Equity held 14.2% (2025: 14.2%)
Valuation basis Revenue multiple (2025: Revenue multiple)
Loan interest payable to Apollo in year to 31 January 2026 n/a (2025: n/a)
Last submitted accounts 31 December 2024
Consolidated turnover Not available (1) (2023: Not available (1))
Consolidated loss before tax Not available (1) (2023: Not available (1))
Consolidated net liabilities £(3,129,000) (2023: £(1,720,000))
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.
20-22 Wenlock Road, London, N1 7GU
www.mention-me.com
Investment date December 2021
Equity held 18.4% (2025: 19.4%)
Valuation basis Revenue multiple (2025: Revenue multiple)
Loan interest payable to Apollo in year to 31 January 2026 n/a (2025: n/a)
Last submitted accounts 31 December 2024
Consolidated turnover £12,047,000 (2023: £11,561,000)
Consolidated loss before tax £(1,790,000) (2023: £(5,175,000))
Consolidated net assets £3,568,000 (2023: £5,302,000)
10
Fuse Universal Limited
Fuse is a B2B software provider of a cloud-based learning technology platform for corporates.
Camburgh House, 27 New Dover Road, Canterbury, Kent, United Kingdom, CT1 3DN
www.fuseuniversal.com
Investment date August 2019
Equity held 0% (2025: 0%)
Valuation basis Revenue multiple (2025: Revenue multiple)
Loan interest payable to Apollo in year to 31 January 2026 £187,000 (2025: £56,000)
Last submitted accounts 31 December 2024
Consolidated turnover £7,513,000 (2023: £7,997,000)
Consolidated loss before tax £(841,000) (2023: £(1,044,000))
Consolidated net liabilities £(2,782,000) (2023: £(2,468,000))
1. These numbers are not available per the latest public filings, or where the
company does not have a requirement to file accounts in the UK.
Outlook
The portfolio has continued to demonstrate resilience despite a dynamic and,
at times, uncertain macroeconomic environment. Many portfolio companies have
adapted well, with an increased focus on capital efficiency, product
development and maintaining strong customer relationships. Revenue across all
B2B software companies in the portfolio are recurring, providing a degree of
stability during periods of volatility in technology markets.
While funding conditions remain more cautious and capital in the broader
market is concentrated in a smaller number of companies, we are encouraged by
the increasing number of high-quality opportunities emerging across the B2B
software landscape. Many of these businesses are incorporating AI into their
platforms to enhance efficiency and customer value, reflecting the continued
evolution of the software market rather than a distinct shift in focus.
Apollo’s scale, experience and reputation position us well to access these
opportunities and deploy capital selectively.
The recent increase in annual VCT investment limits is a positive development
for both the sector and the Company. Given Apollo’s size, this provides
greater flexibility to support portfolio companies as they scale and to
participate in later-stage funding rounds where appropriate.
Set against this, the reduction in upfront income tax relief from 30% to 20%
may introduce some uncertainty around investor demand and fundraising across
the sector, reinforcing the importance of maintaining appropriate incentives
to support capital flows into high-growth UK businesses.
Investor support for the Company has remained strong. Successful fundraises
during the year have provided additional capital to support existing portfolio
companies while enabling us to invest in new opportunities. We thank both new
and existing shareholders for their continued support.
Looking ahead, while macroeconomic and geopolitical uncertainty is likely to
persist, we are encouraged by the strength of the existing portfolio and the
pipeline of new investment opportunities. With a diversified portfolio, strong
liquidity and continued access to high-quality opportunities, we believe
Apollo is well positioned to navigate the current environment and deliver
long-term value for shareholders.
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 principal risks 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;
* climate change; and
* legislative and regulatory 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 Risk exposure remains elevated and broadly unchanged since the prior period, reflecting continued macroeconomic uncertainty and ongoing trading pressures across certain portfolio companies.
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 and challenges assumptions on investment valuations.
The Portfolio Manager is motivated 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 Risk exposure has increased since the prior period, driven by external legislative developments. In particular, the reduction in VCT income tax relief from April 2026 may adversely affect investor appetite, increasing the potential impact on fundraising and long‑term capital inflows, thereby also increasing the risk of non-compliance with the regulations.
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 Risk exposure has reduced since the prior period. Oversight and governance of critical third‑party providers have been strengthened, supported by enhanced monitoring and control frameworks. Incident data over the period indicates no material third‑party‑related events.
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.
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 Overall risk exposure remains unchanged and the risk continues to be monitored closely. While internal governance, policy development and staff training have strengthened resilience, heightened industry-wide cyber threats, particularly relating to AI, justify maintaining the current risk rating and watchlist status.
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. Risk exposure remains elevated as economic uncertainty persists, including interest rate volatility, inflationary pressures and broader macroeconomic instability impacting portfolio company valuations.
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. Portfolio structuring, disciplined follow‑on funding and active liquidity management mitigate macroeconomic impacts on
valuations. 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:
While recent changes to investment limits are positive, recent or future changes to VCT regulations or tax reliefs could still adversely affect Apollo’s investment strategy and its ability to raise further funds. Failure to adhere to relevant legislation and regulation could also result in reputational damage and/or financial penalties. The Portfolio Manager engages with HM Treasury and industry bodies, including participation in HM Treasury’s review of the VCT regime, to demonstrate the positive Risk exposure has increased since the prior period, driven by heightened regulatory complexity and ongoing legislative uncertainty, including recent changes to VCT tax reliefs which may impact the Company’s ability to raise future funds.
benefits of VCTs in supporting the growth of UK companies and to help shape legislative developments. The Portfolio Manager employs individuals with expertise across the
legislation and regulation relevant to Apollo, supported by ongoing training and external advisers where appropriate.
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 Overall risk exposure remains stable. While the inherently illiquid nature of unquoted investments persists, active liquidity management and ongoing monitoring of cash resources continue to mitigate the risk.
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 an investment trust holding, which can be accessed at short notice. At 31 January 2026, 92% of current asset investments were held in MMFs,
realisable within one business day, and 8% in a closed-ended fund, 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 broadly unchanged. Although valuation uncertainty continues due to macroeconomic conditions and limited market comparables, existing valuation governance and oversight arrangements remain effective.
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 and auditors review 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 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 2031.
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 2026 Year ended 31 January 2025
Revenue £’000 Capital £’000 Total £’000 Revenue £’000 Capital £’000 Total £’000
Realised (loss)/gain on disposal of fixed asset investments - (1,306) (1,306) - 1,226 1,226
Change in fair value of fixed asset investments - 26,498 26,498 - 37,666 37,666
Change in fair value of current asset investments - 246 246 - (574) (574)
Investment income 4,573 - 4,573 4,082 - 4,082
Investment management fees (2,579) (7,736) (10,315) (2,147) (6,442) (8,589)
Performance fee - (3,222) (3,222) - (6,139) (6,139)
Other expenses (4,109) - (4,109) (3,555) - (3,555)
Foreign currency translation 36 - 36 (7) - (7)
Profit/(loss) before tax (2,079) 14,480 12,401 (1,627) 25,737 24,110
Tax - - - - - -
Profit/(loss) after tax (2,079) 14,480 12,401 (1,627) 25,737 24,110
Earnings/(loss) per share – basic and diluted (0.2p) 1.4p 1.2p (0.2p) 3.0p 2.8p
* 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.
Apollo has no other comprehensive income for the period.
The accompanying notes form an integral part of the financial statements.
BALANCE SHEET
As at 31 January 2026 As at 31 January 2025
£’000 £’000 £’000 £’000
Fixed asset investments 441,021 395,018
Current assets:
Investments 8,158 7,912
Money market funds 94,648 83,544
Debtors 1,628 1,424
Cash at bank 3,149 4,251
Applications cash 13,583 16,780
Total current assets 121,166 113,911
Current liabilities (21,128) (26,366)
Net current assets 100,038 87,545
Net assets 541,059 482,563
Share capital 1,102 956
Share premium 36,741 62,281
Special distributable reserve 370,743 299,284
Capital redemption reserve 221 191
Capital reserve realised (23,517) (25,949)
Capital reserve unrealised 165,486 153,438
Revenue reserve (9,717) (7,638)
Total shareholders' funds 541,059 482,563
Net asset value per share – basic and diluted 49.1p 50.5p
The statements were approved by the Directors and authorised for issue on 22
May 2026 and are signed on their behalf by:
Murray Steele
Chair
Company number: 05840377
The accompanying notes form 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 2025 956 62,281 299,284 191 (25,949) 153,438 (7,638) 482,563
Total comprehensive income/(loss) for the year - - - - (12,264) 26,744 (2,079) 12,401
Total contributions by and distributions to owners:
Repurchase and cancellation of own shares (30) - (14,048) 30 - - - (14,048)
Issue of shares 176 92,699 - - - - - 92,875
Share issue cost - (5,175) - - - - - (5,175)
Dividends paid - - (27,557) - - - - (27,557)
Total contributions by and distributions to owners: 146 87,524 (41,605) 30 - - - 46,095
Other movements:
Prior year fixed asset gains now realised - - - - 20,414 (20,414) - -
Transfer between reserves - - - - (5,718) 5,718 -
Cancellation of Share Premium - (113,064) 113,064 - - - - -
Total other movements - (113,064) 113,064 - 14,696 (14,696) - -
Balance as at 31 January 2026 1,102 36,741 370,743 221 (23,517) 165,486 (9,717) 541,059
1. Included within these reserves is an amount of £337,509,000 (2025:
£265,697,000) 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 2026, £58,965,000 (2025: £19,920,000) of the special
reserve is distributable under this restriction.
The accompanying notes form 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 2024 773 27,476 266,132 172 (15,275) 117,027 (2) (6,011) ( 2) 390,294
Total comprehensive income/(loss) 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 form an integral part of the financial statements.
CASH FLOW STATEMENT
Year to 31 January 2026 £’000 Year to 31 January 2025 £’000
Cash flows from operating activities
Profit/before tax 12,401 24,110
Adjustments for:
Increase in debtors (1) (27) (10)
(Decrease)/increase in creditors (2,041) 6,454
Loss/(gain) on disposal of fixed asset investments 1,306 (1,226)
Gain on valuation of fixed asset investments (26,498) (37,666)
(Gain)/loss on valuation of current asset investments (246) 574
Net cash utilised in operating activities (15,105) (7,764)
Cash flows from investing activities
Purchase of fixed asset investments (54,992) (47,131)
Proceeds on sale of fixed asset investments 34,004 21,713
Net cash utilised in investing activities (20,988) (25,418)
Cash flows from financing activities
Movement in applications account (3,197) 7,928
Purchase of own shares (14,048) (8,981)
Proceeds from share issues 86,729 100,951
Cost of share issues (5,175) (5,982)
Dividends paid (net of DRIS) (21,411) (17,829)
Net cash generated from financing activities 42,898 76,087
Increase in cash and cash equivalents 6,805 42,905
Opening cash and cash equivalents 104,575 61,670
Closing cash and cash equivalents 111,380 104,575
Cash and cash equivalents comprise
Cash at bank 3,149 4,251
Applications cash 13,583 16,780
Money market funds 94,648 83,544
Closing cash and cash equivalents 111,380 104,575
1. Movement in debtors, net of disposal proceeds received in the year £34.0
million (2025: £21.7 million), with £33.9 million (2025: £21.7 million)
relating to current year disposals.
The accompanying notes form an integral part of the financial statements.
NOTES TO THE FINANCIAL STATEMENTS
1. Significant accounting policies
Octopus Apollo VCT plc (‘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 2025 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 2026 31 January 2025
£’000 £’000
Loan note interest income 336 163
Dividends income 736 741
MMF interest income 3,501 3,178
4,573 4,082
3. Investment management and performance fees
31 January 2026 31 January 2025
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Investment management fee 2,579 7,736 10,315 2,147 6,442 8,589
Investment performance fee - 3,222 3,222 - 6,139 6,139
2,579 10,958 13,537 2,147 12,581 14,728
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 2026, £3,222,030 (2025: £6,139,076) was due to the Portfolio
Manager by way of an annual performance fee.
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, and performance fees are 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 2026 31 January 2025
£’000 £’000
Accounting and administration 1,547 1,288
Ongoing trail commission 1,372 1,130
Other administration expenses 731 682
Directors’ fees 179 182
Registrars' fees 156 120
Audit fees (1) 107 103
Legal fees 17 50
4,109 3,555
1. Includes VAT.
The ongoing charges ratio of Apollo for the year to 31 January 2026 was 2.4%
(2025: 2.4%). Total annual running costs are capped at 2.75% of average net
assets (2025 cap: 2.75% of average net assets). This figure excludes any
extraordinary items, adviser charges 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 2026 31 January 2025
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Profit/(loss) before tax (2,079) 14,480 12,401 (1,627) 25,737 24,110
Tax at 25% (2025: 25%) (520) 3,620 3,100 (407) 6,434 6,027
Effects of:
Non-taxable dividend income (52) – (52) (9) – (9)
Non-taxable capital gains on valuations and disposals – (6,360) (6,360) – (9,579) (9,579)
Expenses not deductible for tax purposes – 30 30 – 12 12
Excess management expenses on which deferred tax not recognised 572 2,710 3,282 416 3,133 3,549
Total tax charge – – – – – –
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 £75,673,000 (2025:
£64,803,000) are estimated to be carried forward at 31 January 2026 (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 £18,918,000 (2025: £16,201,000) 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 2026 31 January 2025
£’000 £’000
Dividends paid in the year
Second interim dividend: 1.3p per share paid 8 May 2025 (2025: 1.3p per share) in respect of prior year 13,663 10,901
Interim dividend: 1.3p per share paid 22 December 2025 (2025: 1.3p per share) in respect of the current year 13,894 12,196
27,557 23,097
31 January 2026 31 January 2025
£’000 £’000
Dividends in respect of the year
Interim dividend: 1.3p per share paid 22 December 2025 (2025: 1.3p per share) 13,894 12,196
Second interim dividend declared: 1.3p per share payable 19 June 2026 (2025: 1.3p per share) 15,329 (1) 13,663
29,223 25,859
1. This is an estimate based on number of shares as at signing date of this
report.
The figures above include dividends elected to be reinvested through the DRIS.
In the year to 31 January 2026, the net proceeds reinvested through the DRIS
totalled £6,146,000 (2025: £5,268,000).
7. Earnings per share
31 January 2026 31 January 2025
Revenue Capital Total Revenue Capital Total
Profit/(loss) attributable to ordinary shareholders (£’000) (2,079) 14,480 12,401 (1,627) 25,737 24,110
Earnings per ordinary share (p) (0.2p) 1.4p 1.2p (0.2p) 3.0p 2.8p
The earnings per share is based on 1,037,727,536 Ordinary shares (2025:
867,758,701), 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 2026 31 January 2025
Ordinary shares Ordinary shares
Net assets (£) 541,059,000 482,563,000
Shares in issue 1,102,652,664 956,172,843
Net asset value per share (p ) 49.1 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
Since 30 September 2024, Apollo has been classified as a full-scope
Alternative Investment Fund under the Alternative Investment Fund Management
Directive (the ‘AIFM Directive’). The investment management agreement
between the Company and Octopus Investments Limited (‘Octopus’), the
Company’s investment manager, was assigned by way of the deed of novation
from Octopus Investments to Octopus AIF Management Limited and subsequently
amended and restated by way of a deed of variation and restatement in order to
reflect Octopus AIF Management Limited’s status as a full scope AIFM. A sub
management agreement was entered between Octopus AIF Management Limited and
Octopus pursuant to which Octopus will continue to provide portfolio
management services to the Company.
Apollo has employed Octopus throughout the year as the Portfolio Manager.
Apollo has incurred £10,315,000 (2025: £8,589,000) in management fees due to
the Portfolio Manager in the year. At 31 January 2026 there was £2,657,000
outstanding (2025: £2,295,000). 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 2025 (140.5p); and
* 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 happened at the end of this financial
year. In the year, Apollo incurred performance fees of £3,222,030 (2025:
£6,139,076). At 31 January 2026 there were £3,222,030 of outstanding
performance fees to be paid (2025: £6,139,076).
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 £1,547,000 (2025: £1,288,000) was paid to the
Portfolio Manager, of which £399,000 (2025: £344,000) 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 (2025: £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 2026, Directors’ fees
of £748,000 attributable to the investments of Apollo were received by the
Portfolio Manager (2025: £788,000).
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 2026, Octopus Investments Nominees Limited (OINL) held nil
shares (2025: 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 2026 OINL purchased 78,798 shares (2025: nil) at a
cost of £36,877 (2025: nil) and sold 78,798 shares (2025: nil) for proceeds
of £37,429 (2025: nil). 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. 2026 financial information
The figures and financial information for the year ended 31 January 2026 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 2026 have been audited but have not yet
been delivered to the Registrar of Companies. The Auditors’ report on the
2026 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. 2025 financial information
The figures and financial information for the year ended 31 January 2025 are
compiled from an extract of the published financial statements for the period
and do not constitute statutory accounts. Those financial statements have been
delivered to the Registrar of Companies and included the Auditors’ report
which was unqualified, did not include a reference to any matter to which the
auditors drew attention without qualifying the report, and did not contain any
statements under Sections 498(2) or 498(3) of the Companies Act 2006.
13. Annual Report and financial statements
The Annual Report and financial statements will be posted to shareholders in
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, Gillian Elcock, Lindsay Dodsworth
and Graeme Gunn.
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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