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REG-Annual report and financial statements for the year ended 31 December 2024

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OCTOPUS TITAN VCT PLC

Annual report and financial statements for the year ended 31 December 2024

Octopus Titan VCT plc announces the final results for the year to 31 December
2024 as below.

Octopus Titan VCT plc (‘Titan’ or the ‘Company’) is managed by Octopus
AIF Management Limited (the ‘Manager’), which has delegated investment
management to Octopus Investments Limited (‘Octopus’ or ‘Portfolio
Manager’) via its investment team Octopus Ventures.

Key financials

                               2024         2023         
 Net assets (£’000)            £831,358     £993,744     
 Loss after tax (£’000)        £(147,649)   £(149,499)   
 NAV per share                 50.5p        62.4p        
 Total value per share (1)     155.6p       164.4p       
 Total return per share (2)    (8.8)p       (9.5)p       
 Total return per share % (3)  (14.1)%      (12.4)%      
 Dividends paid in the year    3.1p         5.0p         
 Dividend yield % (4)          5.0%         6.5%         
 Dividend declared             0.5p         1.9p         
1. Total value per share is an alternative performance measure, calculated as
NAV plus cumulative dividends paid since launch, as described in the glossary
of terms.
2. Total return per share is an alternative performance measure, calculated as
movement in NAV per share in the period plus dividends paid in the period, as
described in the glossary of terms.
3. Total return % is an alternative performance measure, calculated as total
return/opening NAV, as described in the glossary of terms.
4. Dividend yield is an alternative performance measure, calculated as
dividends paid/opening NAV, as described in the glossary of terms.
Chair’s statement
Titan’s total return for the year to 31 December 2024 was -14.1% with net
assets at the end of the period totalling £831 million.

The Net Asset Value (NAV) per share at 31 December 2024 was 50.5p which,
adjusting for dividends paid in the year, represents a net decrease of 8.8p
per share from 31 December 2023 or a total return of –14.1%.

This further decline in value has been driven by several factors, including
company-specific performance issues and tougher trading conditions, which have
reduced revenue growth across a range of sectors. As a result, many companies
in the portfolio have not met performance expectations, leading to lower
valuation multiples being applied compared to those at recent points of
investment. This situation has been exacerbated by a continued slow private
market fundraising environment, leading to more limited capital availability.
Consequently, companies have prioritised extending their cash runway, aiming
to achieve profitability or delay fundraising until market conditions improve.
In the short term, this has led to reduced valuations due to slower growth,
but in the long run, the disciplined focus on sustainable growth should be
beneficial.

With this further decline in NAV, the 5-year tax-free annual compound return
for shareholders is now -3.5%. Since the high watermark as at 31 December
2021, Titan’s total return per share has been –39.8% with which the Board
and Manager are, and shareholders will be, deeply disappointed. The scale of
shareholder dissatisfaction has been made abundantly clear following the
recently conducted survey.

In the 12 months to 31 December 2024, the Company utilised £137 million of
its cash resources, comprising £30 million in new and follow-on investments,
£44 million in dividends (net of the Dividend Reinvestment Scheme (DRIS)),
£38 million in share buybacks and £25 million in annual investment
management fees and other running costs. The cash and corporate bond balance
of £184 million at 31 December 2024 represented 22% of net assets at that
date, compared to 20% at 31 December 2023.

The total value (NAV plus cumulative dividends paid per share since launch) at
the end of the period was 155.6p (31 December 2023: 164.4p). Titan’s
one-year total return of -8.8p (-14.1%) five-year total return of -15.6p
(-16.4%) and ten-year total return of 6.7p (6.6%) evidences the disappointing
decline in performance in recent years.

Strategic Review

As shareholders will be aware, in the half-yearly report issued at the end of
September 2024, we announced a review of strategy to ensure a thorough
retrospective analysis took place and a plan be drawn up for how the Company
can be best structured for sustainability and improved performance in the
future. A significant amount of work has been undertaken by Octopus and our
appointed external advisers, Smith Square Partners LLP, across a number of
different workstreams. This includes a detailed analysis of historical
investment performance, ongoing sustainability, the forward-looking pipeline
for realisations, future investment strategy, investment team resources and,
finally, investment manager’s culture and governance. The significant
performance challenges and the early-stage nature of much of the portfolio
mean that it will take some time for changes to have an impact on performance
and a longer-term approach to shaping the future of the Company is needed. We
are making reasonably good progress, and more can be read about the steps
which have been taken in the Spotlight section. The response to our
shareholder survey is included below. From this it is clear that there is
widespread and deep dissatisfaction with the past performance of Titan, both
in absolute and relative terms and an understandable frustration with the lack
of capital growth in recent years. The Board also acknowledges the recent
press coverage, particularly in respect of shareholders’ views on the fees
that Titan pays. We would like to thank those that participated in the survey,
as well as those that have provided their feedback to both the Board and
Octopus. The Board wishes to assure shareholders that it is considering the
results and feedback alongside the review.

We expect to provide a further update on the review at, or prior to, our
Annual General Meeting (AGM) on 19 June 2025. However, we do not anticipate
the process to be completed by this point, so any proposals for the future of
the Company will likely be put to shareholders at a later date.

Performance incentive fees
As the 2024 total return has been negative, and total value per share has
declined since 31 December 2021, no performance fee is payable. To remind you,
the performance fee is calculated as 20% on net gains above the high-water
mark (the highest total value per share as at previous year ends), which is
currently set as 197.7p as at 31 December 2021.

Dividends
Following careful consideration and recognising the value that shareholders’
place on receiving tax-free dividends, I am pleased to confirm that the Board
has decided to declare a second interim dividend of 0.5p per share (2023: 1.9p
per share). This will be paid on 29 May 2025 to shareholders on the register
as at 25 April 2025. This second interim dividend, in addition to the 1.2p per
share interim dividend paid in December 2024 brings the total dividends
declared to 1.7p per share in respect of 2024. However, this 0.5p per share
dividend is lower than that paid in previous years because of the ongoing
performance challenges and dividends are typically a distribution of achieved
performance. Considering dividends paid during 2024 (totalling 3.1p), the
total dividend yield for the year is 5%, therefore meeting the Company’s
target.

Dividends, whether paid in cash or reinvested under the DRIS, are always at
the discretion of the Board, are never guaranteed, and are subject to regular
review reflecting the returns generated by the Company, the timing of
investment realisations, cash and distributable reserves and continuing
compliance with VCT rules.

The Board will consider any further dividends to be paid in 2025 in the second
half of the year at, or around, the release of the interim accounts for the
six months ending 30 June 2025, subject to Titan’s performance, both
realised and unrealised, improving and, as ever, Titan holding sufficient cash
reserves.

As with the dividend paid to shareholders on 19 December 2024, and in light of
the ongoing review of Titan’s strategy, the Board continues to suspend the
Company’s dividend reinvestment scheme for the dividend to be paid on 29 May
2025, with the dividend being paid to shareholders in cash.

Fundraise and buybacks
We were pleased to raise over £107 million in the fundraise which closed on 5
April 2024. As stated in the half-yearly review, the Board will decide on the
approach to future fundraising at the conclusion of the review of strategy.

During the year, Titan repurchased 67 million shares for £38 million
(representing 4.2% of the net asset value as at 31 December 2023). Further
details can be found in Note 14 of the financial statements. Details of the
share buybacks undertaken during the year can be found in the Directors’
Report.

VCT status
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. The Board is delighted
that this has brought clarity to the status of VCTs.

Board of Directors
Rupert Dickinson was appointed to the Board with effect from 1 May 2024 and
was elected by shareholders at the AGM held in June 2024. Rupert has over 20
years’ experience in the wealth and investment management industries. We are
already benefitting from his extensive experience.

All the other Directors have indicated their willingness to remain on the
Board, and Jane O’Riordan and Lord Rockley will be seeking re-election at
the AGM.

Portfolio Manager and team
In March 2024, Malcolm Ferguson, Octopus’ lead Fund Manager for Titan,
resigned and Jo Oliver was appointed as lead Fund Manager and Adviser to the
Board on fund and strategy on an interim basis. In August 2024, Jo stepped
down from this interim role. We wish to take this opportunity to thank both Jo
and Malcolm for their contributions to the Company and wish them well for the
future. We are pleased that, despite Malcolm’s resignation, he continues to
support with portfolio management on a contractual basis. The process to
appoint a replacement lead Fund Manager will commence once the review of
strategy is completed.

Shareholders may be aware that there has been considerable turnover over the
past twelve months in the Octopus Ventures team, which is responsible for
managing Titan. As part of the on-going strategic review, Octopus is assessing
the team structure, size, culture and experience to ensure it is aligned with
its future investment strategy proposals. In the interim, the Octopus Ventures
team is receiving additional senior support from across the business to ensure
adequate resources are available.

AGM and shareholder event
The AGM will take place on 19 June 2025 from 12.00 noon and will be held at
the offices of Octopus Investments Limited, 33 Holborn, London, EC1N 2HT. Full
details of the business to be conducted at the AGM are given in the Notice of
AGM.

Shareholders’ views are important, and the Board encourages shareholders to
vote on the resolutions within the Notice of AGM using the proxy form, or
electronically at www.investorcentre.co.uk/eproxy. Shareholders are invited to
send any questions they may have via email to TitanAGM@octopusinvestments.com.
The Board has carefully considered the business to be approved at the AGM and
recommends shareholders to vote in favour of all the resolutions being
proposed, as the Board will be doing.

Currently, we do not anticipate the strategic review process will have been
fully completed by the date of the AGM. As a result, we will issue a further
communication to shareholders in due course setting a date for a shareholder
event and, if applicable, a General Meeting at which shareholders will be able
to vote on any proposals for the future direction of the Company.

Outlook
The further decline in NAV to 31 December 2024 is extremely disappointing,
especially when set against the backdrop of the recent recovery of some of the
comparable markets and other VCTs. This decline has been primarily driven by
specific portfolio performance issues and sectoral downturns, leading to cash
constraints exacerbated by a challenging fundraising environment. Some
portfolio companies attempted to raise funds but were unsuccessful, resulting
in several being placed into administration or accepting acquisition offers on
unfavourable terms. More details on these disposals can be found in the
Portfolio Manager’s review. Others had to complete funding rounds at lower
valuations or in ways that negatively impacted the value of the Company’s
shareholding.

The Company returned £29 million in cash proceeds from exits in 2024, in
addition to £12.4 million distributed from Zenith Holding Company to Titan.
This is a disappointing outcome as it is below the level achieved in 2023, and
does not accomplish the Company’s long-term sustainability target. Despite
the Manager’s initiatives to increase the number of realisations of
portfolio companies and return cash proceeds to Titan, we have not yet seen
any profitable realisations in 2025. This sustained focus on achieving regular
liquidity is an important step towards ensuring the ongoing sustainability of
the Company.

Despite this, the Board retains a degree of optimism about the potential of
some of the companies within what is undoubtedly a diversified portfolio, with
over 135 companies spanning a wide range of sectors, business models and
investment stages. Furthermore, Titan’s portfolio remains well funded with
circa 42% of the portfolio NAV being comprised of companies not expecting to
need further funding. This figure rises to 67% when including those companies
with more than 12 months’ cash runway.

I would like to conclude by thanking both the Board and the Octopus team on
behalf of all shareholders for their hard work during this very challenging
period.

Tom Leader
Chair

Spotlight on the review of strategy

On 30 September 2024, the Board, in conjunction with the Manager, announced a
strategic review. This was catalysed by the ongoing challenges in the
early-stage venture market to which the Company is exposed and the resultant
performance issues faced. Since this date, the Board and Manager have
undertaken numerous actions to identify the areas of focus and potential
changes which could be made to drive the best performance for the Company and
outcome for shareholders. Below is a summary of the steps taken to date by
both the Board and Manager.

 Date      Investment Manager’s actions                                                                                                                                                                                   Titan VCT Board’s actions                                                                                                                                                                                                  Board meetings held  
 Sep 2024                                                                                                                                                                                                                 Announcement of review of strategy.                                                                                                                                                                                        Four Board meetings  
 Oct 2024  Establish internal review committee comprised of different areas of the business.   Co-ordinating information packs for the external advisers.                                                                 External adviser selection process concluded and terms agreed.                                                                                                                                                                                  
 Nov 2024  Recruitment process for senior Portfolio Management roles commences.   Internal review committee submits scope of work to the Board.                                                                           External advisers, Smith Square Partners, appointed.   Board reviews Octopus’ scope of work.                                                                                                                               Two Board meetings   
 Dec 2024  Internal review committee submits information pack on sustainability and fund performance workstreams to the Board.                                                                                            Shareholder and adviser survey launched.   Board reviews information pack on sustainability and fund performance.   Board reviews external advisers’ analysis of performance and benchmarking.                             One Board meeting    
 Jan 2025  Survey results analysed.   External specialists commence review of Consumer Duty.   Internal review committee submits information pack on team and culture and risk and governance work streams to the Board.  Board reviews external advisers’ progress report including analysis of the realisations pipeline.   Board reviews information pack on team and culture and risk and governance work streams.   Survey results analysed.    Two Board meetings   
 Feb 2025  Internal review committee presents first part of the go-forward investment strategy and further sustainability analysis and metrics.                                                                           Board reviews go‑forward strategy and sustainability analysis and metrics.                                                                                                                                                 One Board meeting    
 Mar 2025  Results of Consumer Duty Review analysed.                                                                                                                                                                      Board reviews external advisers’ progress report.   Results of Consumer Duty Review analysed.   Unaudited NAV released with update on progress of review.                                                                  Two Board meetings   
 Apr 2025  Internal review committee presents follow up detail on the go-forward investment strategy, as well as proposals for future team and resourcing plan.   Proposal submitted to Board regarding ongoing fees.     External advisers’ interim report shared with the Board.   Annual report published.   Board considers proposal on future team and resourcing strategy and fees.   Board commences fee negotiations with Octopus.           Two Board meetings   

Summary of the Manager's internal review workstreams:

1. Fund performance
Working to understand the most appropriate investment and divestment strategy
looking at past performance metrics, benchmarks and future objectives.

2. Fund strategy
Investigating potential future options for Titan’s strategy which could
drive improved performance. Some potential options were included in the
shareholder survey to canvas views.

3. Sustainability
Working on past performance and future forecasting to ensure Titan operates
sustainably, returning funds through realisations.

4. Team & culture
Reviewing the team structure, size, culture and experience (past and present)
and how it maps to the successful management of the Company. Full Octopus
Ventures strategy refresh in line with new Chief Executive Officer (CEO) Erin
Platts joining.

5. Consumer Duty
External consultants appointed to carry out a review of Consumer Duty. This is
to understand shareholders’ expected outcomes and assessing how the Company
has delivered against them.

6. Risk & governance
Work led by the compliance team updating Titan’s risk register. Review and
enhancement of governance processes and procedures, where relevant.

What’s next
1. Final Smith Square Partners report presented to the Board.
2. Finalise fee proposal, as well as review of the Investment Management
Agreement and Non-Investment Services Agreement.

Octopus Ventures’ new CEO

Erin Platts joined Octopus Ventures as CEO in January 2025.

Previously, she held the role of CEO at HSBC Innovation Banking UK, formerly
Silicon Valley Bank UK & EMEA. Over two decades in leadership roles with the
institution, she established Silicon Valley Bank UK as a standalone, regulated
subsidiary before leading the organisation through the transition period
following its sale to HSBC in 2023, scaling operations to over 800 people,
across six countries and into the market leading position across the sector.

With a career spent in the US, UK and European tech ecosystems, Erin is an
active and vocal spokesperson, championing Diversity, Equity and Inclusion
through partnerships with organisations including Tech Nation, Founders Forum
and the Newton Venture Program.

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.

Focus on performance
The NAV of 50.5p per share at 31 December 2024 represents a decrease in NAV of
8.8p per share versus a NAV of 62.4p per share as at 31 December 2023, after
adding back dividends paid during the year of 3.1p (2023: 5p) per share, a
negative total return per share of 14.1% in the year.

The performance over the five years to 31 December 2024 is shown below:

                               Year ended   Year ended   Year ended   Year ended   Year ended   
                               31 December  31 December  31 December  31 December  31 December  
                               2020         2021         2022         2023         2024         
 NAV, p                        97.0         105.7        76.9         62.4         50.5         
 Cumulative dividends paid, p  81.0         92.0         97.0         102.0        105.1        
 Total value, p                178.0        197.7        173.9        164.4        155.6        
 Total return (1)              7.1%         20.3%        (22.5)%      (12.4)%      (14.1)%      
 Dividend yield (2)            5.3%         11.3%        4.7%         6.5%         5.0%         

1. Total return % is an alternative performance measure, calculated as total
return/opening NAV.
2. Dividend yield is an alternative performance measure, calculated as
dividends paid/opening NAV.

We are deeply disappointed by the negative total return of 14.1% in 2024 which
has been driven by a decline of £193 million across 72 companies. The
businesses that contributed most significantly to this decline were Pelago,
Many Pets and Big Health. Whilst these companies continue to look to scale,
they have underperformed the high expectations set at their last funding
round, and so have seen their valuations decline.

These three valuation movements account for around a third of the total
decline in NAV over the twelve-month reporting period.

Octopus Ventures believes that many of the companies which have seen decreased
valuations in the period have the potential to overcome the issues they face
and get their growth plans back on track. Octopus Ventures continues to work
with them to help them realise their potential. In some cases, the support
offered could include further funding to ensure a business has the capital it
needs to execute on its strategy. Our in-house Talent team is being utilised
to build high-performing teams and support on key recruitment initiatives.
This team, as well as our expert network of consultants, support companies on
project work and can also work part-time with the businesses.

More positively, 39 companies saw an increase in valuation in the period,
delivering a collective increase in valuation of £56 million. These valuation
increases reflect businesses which have successfully concluded further funding
rounds at increased valuations, grown revenues or met certain important
milestones. Notable strong performers in the portfolio include Legl, Taster
and Katkin – all of which have increased their market reach through new
product launches. These strong performers demonstrate that there are
opportunities available for companies to thrive, and Titan’s diverse
portfolio allows different routes for each company to succeed in their market.

The gain on Titan’s uninvested cash reserves was £9.2 million in the year
to 31 December 2024, primarily driven by a fair value movement of £4.4
million in the corporate bond portfolio and a return of £4.2 million on the
money market funds. The objective for the money market funds is to earn
appropriate market rates on highly liquid treasury holdings, with limited risk
to capital.

Titan total value growth from inception
The table below highlights the compound annual growth rate across different
holding periods.

Despite the reduction in NAV in the year, the total value has seen an increase
since the end of Titan’s first year, from 89.9p to 155.6p at 31 December
2024. Since Titan launched, a total of over £557 million has been distributed
back to shareholders in the form of tax-free dividends. This includes
dividends reinvested as part of the DRIS.

 Holding period      Total return  Tax-free compound annual growth rate  
 Since October 2008  73.1%         3.4%                                  
 10 years            6.6%          0.6%                                  
 5 years             (16.4)%       (3.5)%                                
 1 year              (14.1)%       (14.1)%                               

Disposals
Disposals and deferred proceeds have returned £29 million in cash during the
period. In addition, £12.4 million was distributed from Zenith Holding
Company to the Company.

Exits
In June, Taxfix (a European focused tax return technology platform) acquired
TaxScouts, for a combination of cash and equity, which has allowed it to enter
the UK market. As a result, Titan now holds shares in Taxfix.

In July, Foodsteps was acquired by Registrar Corp (a provider of regulatory
and compliance software for the food, cosmetic and life sciences industry).
This transaction was also for a combination of cash and equity and has offered
Registrar Corp access to Foodsteps’ global market platform of over 32,000
companies in 190 countries.

In November, Cobee was acquired by Pluxee Group (an employee benefits and
engagement platform) as part of its strategic growth plan. Pluxee is a global
leader in employee benefits and engagement, operating in 31 countries with
over 5,000 employees. Pluxee is uniquely positioned to support Cobee’s
continued growth.

In November, nCino (a cloud-based software company that provides a platform
for financial institutions to manage their business lines) acquired FullCircl.
This will enhance nCino’s data and automation capabilities and allow it to
expand its reach across the UK and Europe.

In December, Behavox (a leading provider of AI powered archiving, compliance
and security solutions) acquired Mosaic Smart Data.

Partial exits
Two partial exits completed in October with Neat (an embedded insurance
platform that enables merchants to offer tailored insurance bundles to their
customers at competitive rates) completing a €50 million Series A funding
round, and Vitesse (a global domestic settlement and liquidity management
system to hold funds and execute cross-border payments) completing a $93
million Series C investment round. As part of both of these rounds, Titan sold
a portion of its shares. We are pleased to have realised some value for
shareholders in these transactions, but also excited to maintain a holding in
the companies and to be able to continue to support their growth journeys.

Deferred proceeds
In the year, Titan also received deferred proceeds from the sale of Calastone
(to The Carlyle Group in 2020) which was held via Octopus Zenith Holding
Company, iSize (to Sony Interactive Entertainment in 2023), Conversocial (to
Verint), Glofox (to ABC Fitness), Comma (to Weavr) and Foodsteps (to
Registrar).

Exits at a loss
There have been four disposals made at a loss: Titan sold its remaining shares
in Cazoo, which was listed on the New York Stock Exchange, Unmade was acquired
by High-Tech Apparel, and Titan’s shares in Appear Here were converted to
deferred shares and divested, as there was not seen to be a chance of recovery
of any funds. Vinter was acquired by Kaiko (a leading provider of
cryptocurrency market data, analytics and indices) for equity. As a result,
Titan now holds shares in Kaiko, which are currently valued below Titan’s
initial cost of investment, but these will be subject to re-valuation at least
twice annually as per our normal process. In aggregate, these losses generated
negligible proceeds compared to an investment cost of £19 million.

Companies placed into administration
Unfortunately, Audiotelligence, Stackin (now fully dissolved), Contingent,
Phoelex, Excession, Dead Happy, Pulse Platform and Allplants were placed into
administration having all been unsuccessful in securing further funding and
having explored and exhausted all available options. In aggregate, the
investment cost of the companies placed into administration totalled £26
million.

In the year to 31 December 2024, Third Eye and LifeBook were fully dissolved
having been placed into administration in previous reporting periods.

The underperformance of a portfolio company is always disappointing for
Octopus and shareholders alike, but it is an inherent characteristic of a
venture capital portfolio, and we believe the successful disposals will
continue to outweigh the losses over the medium to long-term.

                                Year ended 31 December 2020  Year ended 31 December 2021  Year ended 31 December 2022  Year ended 31 December 2023  Year ended 31 December 2024  Total    
 Disposal proceeds (1)(£'000)   23,915                       221,504                      62,213                       45,637                       41,432                       394,701  

1.This table includes cash and retention proceeds received in the period.

New and follow-on investments
Titan completed 8 new investments and made 14 follow-on investments in the
reporting period. Together, these totalled £30 million (made up of £19
million into new companies and £11 million invested into the existing
portfolio).

Please see a summary of some of the new investments we made in the year.
* DRIFT Energy: Designing sailing vessels and routing algorithms required to
capture deep water wind energy and convert it into onboard hydrogen gas for
transportation back to shore.
* ExpressionEdits: Using a proprietary AI algorithm to design DNA sequences
and intronization technology to enhance the expression of proteins in
mammalian cells.
* Forefront: Developing a tuneable Radio Frequency Front-End (RFFE) module for
mobile devices which is smaller, cheaper, and more flexible than currently
available products sold.
* LabGenius: A next-generation platform leveraging machine learning to develop
novel therapeutic antibodies. 
* Manual: Provides innovative treatments for a range of health conditions.
* Remofirst is an Employer of Record (EOR) and compliance platform that allows
companies to hire and pay employees globally.
* SWiiPR: Developed a digital payments platform specifically for the airline
industry.
As explained in the half-yearly report, the Octopus Ventures team is focused
on improving performance from the existing portfolio and driving improved
returns to shareholders. Given Titan’s scale, the greatest returns are
expected to be driven by its existing, largest holdings. Over the last nine
months, Titan has focused on building value in its existing portfolio,
allowing capital and time to be prioritised on existing companies. No term
sheets for new investments have been signed since the summer of 2024. The five
follow-on investments which completed in the second half of 2024 have all
increased in value in the December valuation round, on average seeing an
increase of 10%. We believe that this focus will drive positive future NAV
performance as these portfolio companies are more established, so have a
greater potential to secure further investment, or are closer to an exit.

Shareholder survey results
Octopus regularly seeks feedback from Titan's investor and adviser base either
through local Business Development Managers or after webinars with the
Investment Managers. Considering the ongoing review of Titan's strategy, which
is looking at a wide range of areas such as investment strategy, fundraising
and dividend policies, Octopus and the Board wanted to give investors and
advisers an extra opportunity to share feedback and help shape the future
strategic direction of Titan. In conjunction with an external research firm,
between December 2024 and January 2025, Octopus surveyed Titan’s investor
and adviser base to try to better understand investors’ priorities, areas of
concern and opportunities which may be of interest.

We were pleased to see significant engagement, having received over 3,000
responses from investors and advisers. As stated in the Chair's statement, the
results emphasise that the greatest areas of dissatisfaction are around past
performance and the capital growth opportunity, as highlighted below. Octopus
and the Board share investors’ frustration with the recent poor performance,
and have been reviewing Titan's investment strategy with the aim to improve
shareholder returns. The Board intends to communicate to investors any
strategic changes once they are agreed in due course.

To understand investors' priorities when making their investment decision we
asked the following:

When you first chose to invest in Titan VCT, how important were the following
factors?
The results were as follows in order of importance:
1. Tax reliefs available on your investment (income tax relief, tax free
dividends and tax free capital gains)
2. 5% annual target dividend
3. Capital growth opportunity
4. Past performance of fund
5. Access to early-stage, unlisted tech enabled companies with high growth
potential
6. Ability to sell your shares back to the VCT via the share buyback facility
7. Size of fund
8. Fees and charges
Octopus asked investors to rank their level of satisfaction against each of
the top eight factors and the results were as follows:

                                                                                    Satisfied  Dissatisfied  Neutral or not sure  
 Tax reliefs available on your investment                                           88%        2%            10%                  
 5% annual target dividend                                                          50%        22%           28%                  
 Capital growth opportunity                                                         18%        60%           22%                  
 Past performance of fund                                                           21%        52%           27%                  
 Access to early-stage, unlisted tech enabled companies with high growth potential  39%        10%           51%                  
 Ability to sell your shares back to the VCT via the share buyback facility         29%        8%            63%                  
 Size of fund                                                                       34%        6%            60%                  
 Fees and charges                                                                   22%        18%           60%                  

Survey results based on responses from 1,093 direct investors and 2,195
advised investors, does not include responses from advisers.

Valuations
Titan’s unquoted portfolio companies are valued in accordance with UK GAAP
accounting standards and the International Private Equity and Venture Capital
(IPEV) valuation guidelines. This means we value the portfolio at Fair Value,
which is the price we expect people would be willing to buy or sell an asset
for, assuming they had all the information available that we do, are
knowledgeable parties with no pre-existing relationship, and that the
transaction is carried out under the normal course of business.

The table below illustrates the split of valuation methodology (shown as a
percentage of portfolio value and number of companies). ‘External price’
includes valuations based on funding rounds that typically completed by the
year end or shortly after the year end, and exits of companies where terms
have been issued with an acquirer. ‘External price’ also includes quoted
holdings, which are held at their quoted price as at the valuation date. As at
31 December 2024, Titan only held one quoted holding. ‘Multiples’ is
predominantly used for valuations that are based on a multiple of revenues for
portfolio companies. Where there is uncertainty around the potential outcomes
available to a company, a probability-weighted ‘scenario analysis’ is
considered.

 Valuation methodology  By value  By number of companies  
 External price         17%       25                      
 Multiples              53%       30                      
 Scenario analysis      16%       33                      
 Milestone analysis     14%       25                      
 Write-off              -         25                      

Case studies

MANUAL
https://www.manual.co/
Making high-quality care more accessible and stigma-free

MANUAL provides innovative treatments for a range of conditions, from hair
loss and low testosterone to weight management and diagnostics.

With over 800,000 patients served across the UK and Brazil, MANUAL continues
to expand its impact. The company's weight loss brand, Voy, has helped over
70,000 people lose weight. In 2024, MANUAL acquired Menopause Care – the
UK’s second largest menopause clinic – furthering its mission to support
underserved areas of health.

Following the company's £29 million Series B raise in 2024, the company is
accelerating its growth, with a 140% revenue Compound Annual Growth Rate
(CAGR) since 2019. With this investment, MANUAL is scaling its reach and
pioneering new healthcare solutions, ensuring more people get the treatments
they need to improve their quality of life.
* Nearly 90% of men do not seek help unless they have a serious problem
* Served more than 800,000 patients to date
Legl
https://legl.com/
Revolutionising Legal Services with AI and Data-Driven Insights

Legl delivers a world-class client experience for UK law firms by reducing
risk, improving cash flow, and enabling them to bill and collect payments
faster. With actionable client intelligence, their customers are empowered to
make smarter decisions and drive business growth.

By leveraging cutting-edge technology and data insights, Legl creates seamless
onboarding experiences and superior payment processing capabilities. Beyond
onboarding, they provide intelligence and audit functionality to help firms
manage risk intelligently in a complex and ever-changing environment. Its
embedded finance stack, which has been built specifically for law firms, makes
collecting payments, reducing debt, and fostering exceptional client
relationships effortless. In turn, providing a step-change for internal cash
flow and treasury management.
* Helped firms manage risk for over one million clients
* Processed over $500 million in payments
BondAval
https://www.bondaval.com/
Transforming non-payment risk protection

Founded in 2020, B2B insurtech Bondaval protects companies when their
customers buy now, but don't pay later, and is already serving some of the
largest companies in the world. While existing options are opaque, inflexible
or limited, Bondaval's range of insurance products are made more powerful via
their proprietary technology platform, which translates policy obligations
into clear tasks, helps aggregate and monitor risk signals, and makes limit
management effortless for credit managers. With their receivables secured,
businesses can grow faster with more peace of mind, achieve more predictable
financial performance, and even access new lines of financing.
* Offices in London, New York and Dallas
* Licensed in 30+ countries
Taster
https://taster.com/
Food innovators redefining quick-service dining

Taster was founded with the goal of revolutionising the quick-service food
experience globally. In 2017, the company raised €8 million, and by 2021,
they secured an additional €30 million. By the end of 2023, Taster had grown
to 400 online restaurants, with its franchise network expanding across France,
the UK, Spain, the Netherlands, and Belgium. Taster collaborates closely with
co-creators and kitchen partners, from launching new brands to creating
special edition menu items. Their strategy focuses on building social
media-first brands that engage audiences and cultivate communities around
their digital restaurants.
* Operating in over 90 cities across Europe
We are disappointed to report a net decrease in the value of the portfolio of
£137 million since 31 December 2023, excluding additions and disposals. This
represents a decline of 17% on the value of the portfolio at the start of the
year. Here, we set out the cost and valuation of the top 20 holdings, which
account for 61% of the value of the portfolio and 47% of the total NAV.

     Portfolio:  Investment focus:  Investment cost:  Total valuation including cost:  
 1   Skin+Me     Health             £11.5m            £44.9m                           
 2   Amplience   B2B Software       £13.6m            £35.0m                           
 3   Permutive   B2B Software       £19.0m            £31.0m                           
 4   Elliptic    Fintech            £9.9m             £26.2m                           
 5   Vitesse     Fintech            £8.8m             £25.8m                           
 6   ManyPets    Fintech            £10.0m            £24.6m                           
 7   Pelago (1)  Health             £17.9m            £23.2m                           
 8   Legl        B2B Software       £7.3m             £18.6m                           
 9   Orbex       Deep tech          £12.0m            £17.8m                           
 10  Token       Fintech            £12.6m            £16.5m                           
 11  Taster      Consumer           £8.1m             £15.4m                           
 12  vHive       Deep tech          £8.0m             £14.9m                           
 13  Ometria     B2B Software       £11.5m            £14.0m                           
 14  SeatFrog    Consumer           £9.6m             £13.5m                           
 15  KatKin      Consumer           £8.2m             £13.2m                           
 16  Automata    Health             £12.3m            £12.4m                           
 17  XYZ         Consumer           £15.3m            £10.7m                           
 18  BondAval    Fintech            £7.1m             £10.6m                           
 19  Iovox       B2B Software       £7.2m             £10.4m                           
 20  Ibex        Health             £11.8m            £9.5m                            
1. Digital Therapeutics, Inc., formerly Quit Genius, has rebranded as Pelago.
Top 10 investments in detail(1)
1
Skin+Me

Skin+Me offers direct-to-consumer, personalised skincare.
www.skinandme.com

 Initial investment date:   September 2019           
 Investment cost:           £11.5m                   
                            (2023: £11.5m)           
 Valuation:                 £44.9m                   
                            (2023: £48.5m)           
 Last submitted accounts:   31 August 2023           
 Turnover:                  £28.7m (2023: £14.3m)    
 Profit/(loss) before tax:  £1.8m                    
                            (2023: £(3.3)m)          
 Net assets:                £12.8m                   
                            (2023: £(0.7m)           
 Valuation methodology:     Multiple 2023: Multiple  

2
Amplience
Amplience is a leading headless content management system, which powers
retailers’ digital channels.
www.amplience.com

 Initial investment date:  December 2010            
 Investment cost:          £13.6m                   
                           (2023: £13.6m)           
 Valuation:                £35.0m                   
                           (2023: £41.8m)           
 Last submitted accounts:  30 June 2024             
 Turnover:                 £16.0m                   
                           (2023: £14.9m)           
 Loss before tax:          £(5.5)m                  
                           (2023: £(8.1)m)          
 Net assets:               £(22.8)m                 
                           (2023: (£17.4m)          
 Valuation methodology:    Multiple 2023: Multiple  

3
Permutive
Permutive’s publisher data platform gives its customers an in-the-moment
view of everyone on their site.
www.permutive.com

 Initial investment date:  May 2015           
 Investment cost:          £19.0m             
                           (2023: £19.0m)     
 Valuation:                £31.0m             
                           (2023: £41.2m)     
 Last submitted accounts:  31 January 2023    
 Turnover:                 Not available (2)  
                           (2023: £9.8m)      
 Loss before tax:          Not available (2)  
                           (2023: £(19.3)m)   
 Net assets:               Not available (2)  
                           (2023: £(40.2)m)   
 Valuation methodology:    Multiple           
                           2023: Multiple     

4
Elliptic
Crypto compliance and forensic investigation solutions used by financial
institutions, crypto businesses, law enforcement, and regulators to detect and
prevent financial crime.
www.elliptic.co

 Initial investment date:  July 2014                
 Investment cost:          £9.9m                    
                           (2023: £9.9m)            
 Valuation:                £26.2m                   
                           (2023: £19.0m)           
 Last submitted accounts:  31 March 2024            
 Turnover:                 £13.7m                   
                           (2023: £9.6m)            
 Loss before tax:          £(16.4)m                 
                           (2023: £(27.1)m)         
 Net assets:               £(3.8)m                  
                           (2023: £10.6m)           
 Valuation methodology:    Multiple 2023: Multiple  

5
Vitesse

A settlement and liquidity management platform to hold funds and deliver
international payments globally, using domestic, in-country processing.
www.vitesse.io/

 Initial investment date:                June 2020                  
 Investment cost:                        £8.8m                      
                                         (2023: £10.1m)             
 Valuation:                              £25.8m                     
                                         (2023: £26.6m)             
 Last submitted accounts:                31 March 2024              
 Consolidated turnover:                  £24.8m                     
                                         (2023: £11.2m)             
 Consolidated profit/(loss) before tax:  £0.6m                      
                                         (2023: £(5.7)m)            
 Net assets:                             £17.3m                     
                                         (2023: £16.2m)             
 Valuation methodology:                  Multiple 2023: Last Round  

6
ManyPets

An award-winning insurtech company with a specific focus on providing better
pet insurance for everyone.
www.manypets.com

 Initial investment date:  October 2016             
 Investment cost:          £10.0m                   
                           (2023: £10.0m)           
 Valuation:                £24.6m                   
                           (2023: £47.1m)           
 Last submitted accounts:  31 March 2024            
 Turnover:                 £29.6m                   
                           (2023: £35.9m)           
 Loss before tax:          £(34.1)m                 
                           (2023: £(67.5)m)         
 Net assets:               £79.9m                   
                           (2023: £110.6m)          
 Valuation methodology:    Multiple 2023: Multiple  

7
Pelago

A digital health solution for managing substance use disorders.
www.pelagohealth.com

 Initial investment date:  January 2020                                
 Investment cost:          £17.9m (2023: £17.9m)                       
 Valuation:                £23.2m                                      
                           (2023: £38.6m)                              
 Last submitted accounts:  Not available (2)                           
 Turnover:                 Not available (2) 2023: Not available (2):  
 Loss before tax:          Not available (2) 2023: Not available (2)   
 Net assets:               Not available (2) 2023: Not available (2)   
 Valuation methodology:    Multiple 2023: Last round                   

8
Legl
Cloud based legal workflow automation platform.
www.legl.com

 Initial investment date:   January 2021             
 Investment cost:           £7.3m                    
                            (2023: £7.3m)            
 Valuation:                 £18.6m                   
                            (2023: £13.8m)           
 Last submitted accounts:   31 December 2023         
 Turnover:                  Not available (2)        
                            2023: Not available (2)  
 Profit/(loss) before tax:  $1.5m                    
                            (2023: $(0.1)m)          
 Net assets:                $30.4m                   
                            (2023: $28.8m)           
 Valuation methodology:     Multiple 2023: Multiple  

9
Orbex

Focused on providing low-cost orbital launch services for small satellites.
www.orbex.space

 Initial investment date:        December 2020                              
 Investment cost:                £12.0m                                     
                                 (2023: £10.3m)                             
 Valuation:                      £17.8m                                     
                                 (2023: £15.3m)                             
 Last submitted group accounts:  31 December 2023                           
 Turnover:                       Not available (2) 2023: Not available (2)  
 Consolidated loss before tax:   £(17.2)m (2023:(8.8)m)                     
 Consolidated net assets:        £16.3m                                     
                                 (2023: £31.8m)                             
 Valuation methodology:          Scenario Analysis 2023: Scenario Analysis  

10
Token

A leading open banking solution, focused on payments.
www.token.io

 Initial investment date:        March 2017                                 
 Investment cost:                £12.6m                                     
                                 (2023: £12.6m)                             
 Valuation:                      £16.5m                                     
                                 (2023: £17.1m)                             
 Last submitted group accounts:  31 December 2023                           
 Turnover:                       Not available (2) 2023: Not available (2)  
 Loss before tax:                Not available (2) 2023: Not available (2)  
 Net assets:                     £0.9m                                      
                                 (2023: £0.7m)                              
 Valuation methodology:          Multiple 2023: Multiple                    

1. These are numbers per latest public filings. More recent figures have not
yet been disclosed.
2. Information not publicly available.

Outlook
Our portfolio companies have been navigating a turbulent few years and global
geo‑political and economic conditions remain uncertain. Due to the
early‑stage nature of the portfolio companies, any improvement in conditions
will not be felt immediately.

The fundraising environment remains challenging for portfolio companies, with
2024 seeing both a decline in the number of investments completed at the seed
and Series A stages and many rounds completing at decreased valuations. This
is largely a function of a reset in venture-backed valuations which began in
2022, with many companies having no option but to accept a reduced valuation
to bring in new capital to survive or scale. We have also seen in the year
that the venture landscape has been reshaped by AI, which captured a 37% share
in all funding in 2024 and 17% of all deals.(1) However, when AI investments
are excluded, global deal activity dropped to its lowest levels since 2016.

With some of our portfolio companies struggling to secure new investors and
requiring significant investment to develop, many have had to focus on cash
preservation and limit their growth. As such, the valuation multiples being
applied have declined in line with this. We have also seen some companies
being unable to achieve the milestones Octopus set out when the initial
investment was completed and so we have seen more declines in value.

Looking to the future, the Octopus Ventures team has been focusing on driving
both improved performance and distributions to Titan. In the year, we have
been able to realise £29 million in cash proceeds to the Company from exits.
This includes deferred amounts received in cash relating to disposals from
previous periods. In addition, £12.4 million was distributed from Zenith
Holding Company to the Company. The team is actively involved in its portfolio
companies and during the year developed specific workstreams to support the
portfolio with value-adding activities, as summarised below:
* Capital allocation: aims to optimise financial planning by fostering
stronger alignment between each company’s strategic objectives and their
financial plans, reducing the risk of unexpected cash issues and value-eroding
insolvencies or emergency down-rounds. Improving financial planning will
ensure efficient resource allocation, minimise risks and enhance
profitability, ultimately leading to sustainable growth and long-term success.
* Return: looking to drive exits or other liquidity events as part of a clear
aim of regularly recycling capital back into the Company.
* Raise: to improve fundraising outcomes for portfolio companies, through
initiatives such as supporting the creation of fundraising material, network
introductions for potential investors or timeframe planning. Raising
additional funding is crucial to provide the necessary capital to expand
operations, invest in new technologies and seize available growth
opportunities, ensuring a company's long-term viability and competitive edge.
* Talent and board: to drive performance in companies by supporting and
influencing the build of high performing leadership teams and effective
boards. This workstream is driven by Octopus Ventures in-house People and
Talent team. Building talented teams drives innovation, enhances productivity
and contributes to a positive work culture, all of which lead to a company’s
overall success.
Titan’s capital and resources have been prioritised on those portfolio
companies which have the potential to drive the greatest returns. This
portfolio focus has been leveraging the advantages Titan has of being a very
large and mature VCT holding a highly diversified portfolio. Having made over
80 investments in the preceding few years, there remains the opportunity for
long-term returns to the Company. The ongoing focus for the team will be
optimising growth plans for the portfolio and taking advantage of exit
opportunities.

1. https://www.cbinsights.com/research/report/venture-trends-2024/

Risks and risk management

The Board assesses the risks faced by Titan and, as a board, reviews the
mitigating controls and actions, and monitors the effectiveness of these
controls and actions.

Emerging and principal risks, and risk management

Emerging risks

The Board has considered emerging risks. The Board seeks to mitigate emerging
risks and those noted below by setting policy, regular review of performance
and monitoring progress and compliance. In the mitigation and management of
these risks, the Board applies the principles detailed in the Financial
Reporting Council’s Guidance on Risk Management, Internal Control and
Related Financial and Business Reporting.

The following are some of the potential emerging risks that management and the
Board are currently monitoring:
* adverse changes in global macroeconomic environment;
* challenging market conditions for private company fundraising and exits;
* geo-political instability; and
* climate change.
Principal risks

 Risk                                                                                                                                                                                                                                                                                                                                                                                                                                  Mitigation                                                                                                                                                                Change                                                                                                                                                                                                                                                                                                      
 Investment performance:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
 The focus of Titan’s investments is into unquoted, small and medium‑sized VCT qualifying companies which, by their nature, entail a higher level of risk and shorter cash runway than investments in larger quoted companies.                                                                                                                                                                                                         Octopus has significant experience of investing in early-stage unquoted companies, and appropriate due diligence is undertaken on every new investment. A member of the   Risk exposures continue to increase due to the difficult macro environment and challenging trading conditions for some portfolio companies continuing.                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                                                                                       Octopus Ventures team is appointed to the board of a portfolio company using a risk-based approach, considering the size of the company within the Titan portfolio and the                                                                                                                                                                                                                                                                                                             
                                                                                                                                                                                                                                                                                                                                                                                                                                       engagement levels of other investors. Regular board reports are prepared by the portfolio company’s management and examined by the Manager. This arrangement, in                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                                                                                       conjunction with its Portfolio Talent team’s active involvement, allows Titan to play a prominent role when necessary in a portfolio company’s ongoing development and                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                       strategy. The overall risk in the portfolio is mitigated by maintaining a wide spread of holdings in terms of financing stage, age, industry sector and business model.                                                                                                                                                                                                                                                                                                               
                                                                                                                                                                                                                                                                                                                                                                                                                                       The Board reviews the investment portfolio with the Portfolio Manager on a regular basis. The Portfolio Manager is incentivised via a performance incentive fee for                                                                                                                                                                                                                                                                                                                   
                                                                                                                                                                                                                                                                                                                                                                                                                                       exceeding certain performance hurdles. The Board and Octopus are reviewing the fee structure.                                                                                                                                                                                                                                                                                                                                                                                         
 Risk                                                                                                                                                                                                                                                                                                                                                                                                                                  Mitigation                                                                                                                                                                Change                                                                                                                                                                                                                                                                                                      
 VCT qualifying status:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
 Titan is required at all times to observe the conditions for the maintenance of approved VCT status. The loss of such approval could lead to Titan and its investors losing access to the various tax benefits associated with VCT status and investment.                                                                                                                                                                             Octopus tracks Titan’s qualifying status regularly throughout the year, and reviews this at key points including investment realisation. This status is reported to the   Decreased exposures reflected in the previous period remain. VCT status monitoring by independent advisers continues to reduce the risk of an issue causing a loss of VCT status.                                                                                                                           
                                                                                                                                                                                                                                                                                                                                                                                                                                       Board at each Board meeting. The Board has also engaged external independent advisers to undertake an independent VCT status monitoring role.                                                                                                                                                                                                                                                                                                                                         
 Risk                                                                                                                                                                                                                                                                                                                                                                                                                                  Mitigation                                                                                                                                                                Change                                                                                                                                                                                                                                                                                                      
 Loss of key people:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
 The loss of key investment staff by the Portfolio Manager could lead to poor fund management and/or performance due to lack of continuity or understanding of Titan.                                                                                                                                                                                                                                                                  The Portfolio Manager has a broad team, experienced in and focused on early-stage investing and portfolio company management. Various mitigants exist to assist in        The increased exposures reflected in the previous period remain due to the loss of the lead fund manager and other leadership positions at the Portfolio Manager. The absence of a performance fee and lack of new investments or deal-making opportunities compared to previous periods are also factors.  
                                                                                                                                                                                                                                                                                                                                                                                                                                       managing key person risk. These include frameworks that review succession, remuneration and career progression. Workforce planning is continuous and reviews skillsets and                                                                                                                                                                                                                                                                                                             
                                                                                                                                                                                                                                                                                                                                                                                                                                       team structures. To reduce the exposure further, the core team is also supplemented by part-time venture partners with sector or functional specialism.                                                                                                                                                                                                                                                                                                                               
 Risk                                                                                                                                                                                                                                                                                                                                                                                                                                  Mitigation                                                                                                                                                                Change                                                                                                                                                                                                                                                                                                      
 Operational:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
 The Board is reliant on the Portfolio Manager to manage investments effectively, and manage the services of a number of third parties, in particular the registrar, depositary and tax advisers. A failure of the systems or controls at Octopus or third-party providers could lead to an inability to provide accurate reporting and accounting and to ensure adherence to VCT rules.                                               The Board reviews the system of internal controls, both financial and non-financial, operated by Octopus (to the extent the latter are relevant to Titan’s internal       No overall change in risk exposure on balance.                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                                                                       controls). These include controls designed to make sure that Titan’s assets are safeguarded and that proper accounting records are maintained.                                                                                                                                                                                                                                                                                                                                        
 Risk                                                                                                                                                                                                                                                                                                                                                                                                                                  Mitigation                                                                                                                                                                Change                                                                                                                                                                                                                                                                                                      
 Information security:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
 A loss of key data could result in a data breach and fines. The Board is reliant on Octopus and third parties to take appropriate measures to prevent a loss of confidential customer information.                                                                                                                                                                                                                                    Annual due diligence is conducted on third parties which includes a review of their controls for information security. Octopus has a dedicated information security team  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.                                   
                                                                                                                                                                                                                                                                                                                                                                                                                                       and a third party is engaged to provide continual protection in this area. A security framework is in place to help prevent malicious events.                                                                                                                                                                                                                                                                                                                                         
 Risk                                                                                                                                                                                                                                                                                                                                                                                                                                  Mitigation                                                                                                                                                                Change                                                                                                                                                                                                                                                                                                      
 Economic:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
 Events such as an economic recession and movement in interest rates could adversely affect some smaller companies’ valuations, as they may be more vulnerable to changes in trading conditions or the sectors in which they operate. This could result in a reduction in the value of Titan’s assets.                                                                                                                                 Titan invests in a diverse portfolio of companies, across a range of sectors, which helps to mitigate against the impact on any one sector. Titan also maintains adequate Increased exposures reflected in the previous periods remain and have heightened further as economic uncertainty persists through high inflation, high interest rates and other economic factors.                                                                                                           
                                                                                                                                                                                                                                                                                                                                                                                                                                       liquidity to make sure it can continue to provide follow‑on investment to those portfolio companies which require it and which is supported by the individual investment                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                                                                       case.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
 Risk                                                                                                                                                                                                                                                                                                                                                                                                                                  Mitigation                                                                                                                                                                Change                                                                                                                                                                                                                                                                                                      
 Legislative:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
 A change to the VCT regulations could adversely impact Titan by restricting the companies Titan can invest in under its current strategy. Similarly, changes to VCT tax reliefs for investors could make VCTs less attractive and impact Titan’s ability to raise further funds.                                                                                                                                                      The Portfolio Manager engages with HM Treasury and industry bodies to demonstrate the positive benefits of VCTs in terms of growing early-stage companies, creating jobs  Risk exposure has continued to reduce since the previous period following the extension of the sunset clause to 2035 being agreed.                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                                                                                       and increasing tax revenue, and to help shape any change to VCT legislation.                                                                                                                                                                                                                                                                                                                                                                                                          
 Risk                                                                                                                                                                                                                                                                                                                                                                                                                                  Mitigation                                                                                                                                                                Change                                                                                                                                                                                                                                                                                                      
 Liquidity:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
 The risk that Titan’s available cash will not be sufficient to meet its financial obligations. Titan invests in smaller unquoted companies, which are inherently illiquid as there is no readily available market for these shares. Therefore, these may be difficult to realise for their fair market value at short notice.                                                                                                         Titan’s liquidity risk is managed on a continuing basis by Octopus in accordance with policies and procedures agreed by the Board. Titan’s overall liquidity risks are    Risk exposure has continued to increase, reflecting economic uncertainty, the impact on fundraising and the risk of failing to exit portfolio companies.                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                                                                       monitored on a quarterly basis by the Board, with frequent budgeting and close monitoring of available cash resources. Titan maintains sufficient investments in cash and                                                                                                                                                                                                                                                                                                             
                                                                                                                                                                                                                                                                                                                                                                                                                                       readily realisable securities to meet its financial obligations. At 31 December 2024, these investments were valued at £183,770,000 (2023: £199,841,000), which represents                                                                                                                                                                                                                                                                                                             
                                                                                                                                                                                                                                                                                                                                                                                                                                       22% (2023: 20%) of the net assets of Titan. The Board also reviews the cash runway in the portfolio.                                                                                                                                                                                                                                                                                                                                                                                  
 Risk                                                                                                                                                                                                                                                                                                                                                                                                                                  Mitigation                                                                                                                                                                Change                                                                                                                                                                                                                                                                                                      
 Valuation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
 The portfolio investments are valued in accordance with International Private Equity and Venture Capital (IPEV) valuation guidelines. This means companies are valued at fair value. As the portfolio comprises smaller unquoted companies, establishing fair value can be difficult due to the lack of a readily available market for the shares of such companies and the potentially limited number of external reference points.  Valuations of portfolio companies are performed by appropriately experienced staff, with detailed knowledge of both the portfolio company and the market it operates in.  Risk exposure remains unchanged from the previous period due to economic uncertainty within valuation modelling.                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                                                                                       These valuations are then subject to review and approval by Octopus’ Valuation Committee, comprised of staff who are independent of Octopus Ventures with relevant                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                                                                       knowledge of unquoted company valuations, as well as Titan’s Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                      
 Risk                                                                                                                                                                                                                                                                                                                                                                                                                                  Mitigation                                                                                                                                                                Change                                                                                                                                                                                                                                                                                                      
 Foreign currency exposure:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
 Investments held and revenues generated in other currencies may not generate the expected level of returns due to changes in foreign exchange rates.                                                                                                                                                                                                                                                                                  Octopus and the Board regularly review the exposure to foreign currency movement to make sure the level of risk is appropriately managed. Investments are primarily made  Risk exposure has not changed since the previous period.                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                                                                       in GBP, EUR and USD so exposure is limited to a small number of currencies. On realisation of investments held in foreign currencies, cash is converted to GBP shortly                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                       after receiving the proceeds to limit the amount of time exposed to foreign currency fluctuations.                                                                                                                                                                                                                                                                                                                                                                                    

Viability statement

In accordance with the FRC UK Corporate Governance Code published in 2018 and
provision 36 of the AIC Code of Corporate Governance, the Directors have
assessed the prospects of Titan over a period of five years, consistent with
the expected investment hold period of a VCT investor. Under VCT rules,
subscribing investors are required to hold their investment for a five-year
period in order to benefit from the associated tax reliefs. The Board
regularly considers strategy, including investor demand for Titan’s shares,
and a five-year period is considered to be a reasonable time horizon for this.

The Board carried out a robust assessment of the emerging and principal risks
facing Titan and its current position, including risks which may adversely
impact its business model, future performance, solvency or liquidity, and
focused on the major factors which affect the economic, regulatory and
political environment. Particular consideration was given to Titan’s
reliance on, and close working relationship with, the Portfolio Manager.

The Board has carried out robust stress testing of cash flows which included
assessing the resilience of portfolio companies, including the requirement for
any future financial support and the ability to pay dividends, and buybacks.

The Board has additionally considered the ability of Titan to comply with the
ongoing conditions to make sure it maintains its VCT qualifying status under
its current Investment policy.

Based on this assessment the Board confirms that it has a reasonable
expectation that Titan will be able to continue in operation and meet its
liabilities as they fall due over the five-year period to 31 December 2029.
The Board is mindful of the ongoing risks and will continue to make sure that
appropriate safeguards are in place, in addition to monitoring the cash flow
forecasts to ensure Titan has sufficient liquidity.

Directors’ responsibilities statement

The Directors are responsible for preparing the Strategic Report, the
Directors’ Report, the Directors’ Remuneration Report and the financial
statements in accordance with applicable law and regulations. They are also
responsible for ensuring that the annual report and financial statements
include information required by the Listing Rules of the Financial Conduct
Authority.

Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors have elected to prepare the
financial statements in accordance with United Kingdom Generally Accepted
Accounting Practice (GAAP), including Financial Reporting Standard 102 –
‘The Financial Reporting Standard Applicable in the United Kingdom and
Republic of Ireland’ (FRS 102), (United Kingdom accounting standards and
applicable law). Under company law the Directors must not approve the
financial statements unless they are satisfied that they give a true and fair
view of the state of affairs and profit or loss of the Company for that
period. In preparing these financial statements, the Directors are required
to:
* select suitable accounting policies and then apply them consistently;
* make judgements and accounting estimates that are reasonable and prudent;
* state whether applicable UK Accounting Standards have been followed, subject
to any material departures disclosed and explained in the financial
statements;
* prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business; and
* prepare a Strategic Report, Directors’ Report and Directors’
Remuneration Report which comply with the requirements of the Companies Act
2006.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company’s transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the assets of the Company
and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.

Insofar as each of the Directors is aware:
* there is no relevant audit information of which the Company’s auditor is
unaware; and
* the Directors have taken all steps that they ought to have taken to make
themselves aware of any relevant audit information and to establish that the
auditor is aware of that information.
The Directors are responsible for preparing the annual report and financial
statements in accordance with applicable law and regulations. Having taken
advice from the Audit Committee, the Directors are of the opinion that this
report as a whole provides the necessary information to assess the Company’s
performance, business model and strategy and is fair, balanced and
understandable.

The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company’s website.
Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.

The Directors confirm that, to the best of their knowledge:
* the financial statements, prepared in accordance with United Kingdom
Generally Accepted Accounting Practice, including FRS 102, give a true and
fair view of the assets, liabilities, financial position and profit or loss of
the Company; and
* the annual report and financial statements (including the Strategic Report),
give a fair review of the development and performance of the business and the
position of the Company, together with a description of the principal risks
and uncertainties that it faces.
On behalf of the Board

Tom Leader
Chair

Income statement

                                                            Year to 31 December 2024         Year to 31 December 2023         
                                                            Revenue    Capital    Total      Revenue    Capital    Total      
                                                            £’000      £’000      £’000      £’000      £’000      £’000      
 Gain/(loss)/gain on disposal of fixed asset investments    —          5,184      5,184      —          (1,870)    (1,870)    
 Gain on disposal of current asset investments              —          563        563        —          355        355        
 Loss on valuation of fixed asset investments               —          (136,894)  (136,894)  —          (131,655)  (131,655)  
 Gain on valuation of current asset investments             —          4,439      4,439      —          8,098      8,098      
 Investment income                                          4,215      —          4,215      4,467      —          4,467      
 Investment management fee                                  (954)      (18,125)   (19,079)   (1,054)    (20,028)   (21,082)   
 Other expenses                                             (6,072)    —          (6,072)    (6,264)    —          (6,264)    
 Foreign exchange translation                               —          (5)        (5)        —          (1,548)    (1,548)    
 Loss before tax                                            (2,811)    (144,838)  (147,649)  (2,851)    (146,648)  (149,499)  
 Tax                                                        —          —          —          —          —          —          
 Loss after tax                                             (2,811)    (144,838)  (147,649)  (2,851)    (146,648)  (149,499)  
 Loss per share – basic and diluted                         (0.2)p     (8.8)p     (9.0)p     (0.2)p     (9.7)p     (9.9)p     
* The ‘Total’ column of this statement is the profit and loss account of
Titan. The supplementary revenue return and capital return columns have been
prepared under guidance published by the Association of Investment Companies.
* All revenue and capital items in the above statement derive from continuing
operations.
* Titan has only one class of business and derives its income from investments
made in shares and securities, and from bank and money market funds.
Titan has no other comprehensive income for the period.

The accompanying notes form an integral part of the financial statements.

Balance sheet

                                                   As at 31 December 2024      As at 31 December 2023        
                                                   £’000         £’000         £’000         £’000           
 Fixed asset investments                                         640,797                     791,403         
 Current assets:                                                                                             
 Money market funds                                93,523                      91,172                        
 Corporate bonds                                   90,247                      108,669                       
 Applications cash (1)                             22                          17,842                        
 Cash at bank                                      213                         2,970                         
 Debtors                                           8,412                       1,218                         
                                                                 192,417                     221,871         
 Creditors: amounts falling due within one year    (1,856)                     (19,530)                      
 Net current assets                                              190,561                     202,341         
                                                                                                             
 Net assets                                                      831,358                     993,744         
                                                                                                             
 Share capital                                                   1,647                       1,594           
 Share premium                                                   —                           45,780          
 Capital redemption reserve                                      141                         74              
 Special distributable reserve                                   1,056,537                   1,025,614       
 Capital reserve realised                                        (125,444)                   (89,570)        
 Capital reserve unrealised                                      (57,285)                    51,674          
 Revenue reserve                                                 (44,238)                    (41,422)        
                                                                                                             
 Total equity shareholders’ funds                                831,358                     993,744         
                                                                                                             
 NAV per share                                                   50.5p                       62.4p           
1. Funds raised from investors since Titan opened for new investment which
have not been allotted as at year end.
The accompanying notes form an integral part of the financial statements.

The statements were approved by the Directors and authorised for issue on 28
April 2025 and are signed on their behalf by:

Tom Leader, Chair
Company Number 06397765

Statement of changes in equity

                                                                                  Capital     Special        Capital       Capital                             
                                                             Share     Share      redemption  distributable  reserve       reserve     Revenue                 
                                                             capital   premium    reserve     reserve (1)    realised (1)  unrealised  reserve (1)  Total      
                                                             £’000     £’000      £’000       £’000          £’000         £’000       £’000        £’000      
 As at 1 January 2024                                        1,594     45,780     74          1,025,614      (89,570)      51,674      (41,422)     993,744    
 Comprehensive income for the year:                                                                                                                            
 Management fees allocated as capital expenditure            —         —          —           —              (18,125)      —           —            (18,125)   
 Current year gain on disposal of fixed asset investments    —         —          —           —              5,184         —           —            5,184      
 Current year gain on disposal of current asset investments  —         —          —           —              563           —           —            563        
 Loss on fair value of fixed asset investments               —         —          —           —              —             (136,894)   —            (136,894)  
 Gain on fair value of current asset investments             —         —          —           —              —             4,439       —            4,439      
 Loss after tax                                              —         —          —           —              —             —           (2,811)      (2,811)    
 Foreign exchange translation                                —         —          —           —              —             —           (5)          (5)        
 Total comprehensive income for the year                     —         —          —           —              (12,378)      (132,455)   (2,816)      (147,649)  
 Contributions by and distributions to owners:                                                                                                                 
 Share issue (includes DRIS)                                 120       76,664     —           —              —             —           —            76,784     
 Share issue costs                                           —         (1,893)    —           —              —             —           —            (1,893)    
 Repurchase of own shares                                    (67)      —          67          (37,986)       —             —           —            (37,986)   
 Dividends paid (includes DRIS)                              —         —          —           (51,642)       —             —           —            (51,642)   
 Total contributions by and distributions to owners          53        74,771     67          (89,628)       —             —           —            (14,737)   
 Other movements:                                                                                                                                              
 Share premium cancellation                                  —         (120,551)  —           120,551        —             —           —            —          
 Prior year fixed asset gains now realised                   —         —          —           —              7,473         (7,473)     —            —          
 Prior year current asset losses now realised                —         —          —           —              (74)          74          —            —          
 Transfer between reserves                                   —         —          —           —              (30,895)      30,895      —            —          
 Total other movements                                       —         (120,551)  —           120,551        (23,496)      23,496      —            —          
 Balance as at 31 December 2024                              1,647     —          141         1,056,537      (125,444)     (57,285)    (44,238)     831,358    
1. Reserves are available for distribution, subject to the restrictions.
The accompanying notes form an integral part of the financial statements.

                                                                                  Capital     Special        Capital       Capital                             
                                                             Share     Share      redemption  distributable  reserve       reserve     Revenue                 
                                                             capital   premium    reserve     reserve (1)    realised (1)  unrealised  reserve (1)  Total      
                                                             £’000     £’000      £’000       £’000          £’000         £’000       £’000        £’000      
 As at 1 January 2023                                        1,368     92,896     27          887,288        (53,430)      160,634     (37,023)     1,051,760  
 Comprehensive income for the year:                                                                                                                            
 Management fees allocated as capital expenditure            —         —          —           —              (20,028)      —           —            (20,028)   
 Current year loss on disposal of fixed asset investments    —         —          —           —              (1,870)       —           —            (1,870)    
 Current year gain on disposal of current asset investments  —         —          —           —              355           —           —            355        
 Loss on fair value of fixed asset investments               —         —          —           —              —             (131,655)   —            (131,655)  
 Gain on fair value of current asset investments             —         —          —           —              —             8,098       —            8,098      
 Loss after tax                                              —         —          —           —              —             —           (2,851)      (2,851)    
 Foreign exchange translation                                —         —          —           —              —             —           (1,548)      (1,548)    
 Total comprehensive income for the year                     —         —          —           —              (21,543)      (123,557)   (4,399)      (149,499)  
 Contributions by and distributions to owners:                                                                                                                 
 Share issue (includes DRIS)                                 273       207,132    —           —              —             —           —            207,405    
 Share issue costs                                           —         (5,737)    —           —              —             —           —            (5,737)    
 Repurchase of own shares                                    (47)      —          47          (32,422)       —             —           —            (32,422)   
 Dividends paid (includes DRIS)                              —         —          —           (77,763)       —             —           —            (77,763)   
 Total contributions by and distributions to owners          226       201,395    47          (110,185)      —             —           —            91,483     
 Other movements:                                                                                                                                              
 Share premium cancellation                                  —         (248,511)  —           248,511        —             —           —            —          
 Prior year current asset losses now realised                —         —          —           —              (355)         355         —            —          
 Transfer between reserves                                   —         —          —           —              (14,242)      14,242      —            —          
 Total other movements                                       —         (248,511)  —           248,511        (14,597)      14,597      —            —          
 Balance as at 31 December 2023                              1,594     45,780     74          1,025,614      (89,570)      51,674      (41,422)     993,744    
1. Reserves are available for distribution, subject to the restrictions.
The accompanying notes form an integral part of the financial statements.

Cash flow statement

                                                                     Year to 31 December  Year to 31 December  
                                                                     2024                 2023                 
                                                                     £’000                £’000                
 Reconciliation of profit to cash flows from operating activities                                              
 Loss before tax (1)                                                 (147,649)            (149,499)            
 Decrease in debtors (2)                                             279                  3,671                
 Decrease/(increase) in creditors                                    146                  (440)                
 Gain on disposal of current asset investments                       (563)                (355)                
 Gain on valuation of current asset investments                      (4,439)              (8,098)              
 Gain on disposal of fixed asset investments                         (5,184)              (1,111)              
 Loss on valuation of fixed asset investments                        136,894              131,655              
 Outflow from operating activities                                   (20,516)             (24,177)             
 Cash flows from investing activities                                                                          
 Sale of current asset investments                                   23,424               4,028                
 Purchase of fixed asset investments                                 (30,011)             (97,650)             
 Proceeds from sale of fixed asset investments (3)                   41,432               45,637               
 Inflow/(outflow) from investing activities                          34,845               (47,985)             
 Cash flows from financing activities                                                                          
 Movement in applications account                                    (17,820)             (5,457)              
 Dividends paid (net of DRIS)                                        (43,881)             (58,210)             
 Purchase of own shares                                              (37,986)             (32,422)             
 Share issues (net of DRIS)                                          69,025               187,852              
 Share issue costs                                                   (1,893)              (5,737)              
 (Outflow)/inflow from financing activities                          (32,555)             86,026               
 Increase/(decrease) in cash and cash equivalents                    (18,226)             13,864               
 Opening cash and cash equivalents                                   111,984              98,120               
 Closing cash and cash equivalents                                   93,758               111,984              
 Cash and cash equivalents comprise                                                                            
 Cash at bank                                                        213                  2,970                
 Applications cash                                                   22                   17,842               
 Money market funds                                                  93,523               91,172               
 Closing cash and cash equivalents                                   93,758               111,984              
1. Loss before tax includes cashflows from dividends of £4.2 million (2023:
£4.2 million).
2. Movement in debtors, net of disposal proceeds received in the year £41.4
million, with £40.9 million relating to current year disposals and £0.5
million relating to prior year disposals.
3. Of these proceeds, £12.4 million was distributed from Zenith Holding
Company, a wholly owned subsidiary of Titan, to Titan during the year.
The accompanying notes form an integral part of the financial statements.

Notes to the financial statements

1. Principal accounting policies

Titan is a Public Limited Company (plc) incorporated in England and Wales and
its registered office is at 6th Floor, 33 Holborn, London EC1N 2HT.

Titan has been approved as a Venture Capital Trust by HMRC under Section 259
of the Income Taxes Act 2007. The shares of Titan were first admitted to the
Official List of the UK Listing Authority and trading on the London Stock
Exchange on 28 December 2007 and can be found under the TIDM code OTV2. Titan
is premium listed.

The principal activity of Titan is to invest in a diversified portfolio of UK
smaller companies in order to generate capital growth over the long term as
well as an attractive tax-free dividend stream.

The financial statements are presented in GBP (£) to the nearest £’000.
The functional currency is also GBP (£). Some accounting policies have been
disclosed in the respective notes to the financial statements.

Basis of preparation

The financial statements have been prepared on a going concern basis under the
historical cost convention, except for the measurement at fair value of
certain financial instruments, and in accordance with UK Generally Accepted
Accounting Practice (GAAP), including Financial Reporting Standard 102 –
‘The Financial Reporting Standard applicable in the United Kingdom and
Republic of Ireland’ (FRS 102), and with the Companies Act 2006 and the
Statement of Recommended Practice (SORP) ‘Financial Statements of Investment
Trust Companies and Venture Capital Trusts (July 2022)’.

2. Investment income
Accounting policy
Investment income includes interest earned on money market funds. Dividend
income is shown net of any related tax credit.

Dividends receivable are brought into account when Titan’s right to receive
payment is established and there is no reasonable doubt that payment will be
received. Fixed returns on debt and money market funds are recognised so as to
reflect the effective interest rate, provided there is no reasonable doubt
that payment will be received in due course.

Disclosure

                                Year to      Year to      
                                31 December  31 December  
                                2024         2023         
                                £’000        £’000        
 Money market funds             4,215        4,154        
 Loan note interest receivable  —            313          
 Total investment income        4,215        4,467        

In the current year, accrued loan note interest income is treated to be
included in the fair value of investments. The opening balance of accrued loan
interest has been reclassified to be included in the fair value of
investments. This reclassification amends the balance previously reported as
of 31 December 2023.

3. Investment management fees
Accounting policy

For the purposes of the revenue and capital columns in the Income Statement,
the management fee has been allocated 5% to revenue and 95% to capital, in
line with the Board’s expected long-term return in the form of income and
capital gains respectively from Titan’s investment portfolio.

Disclosure

                 Year to 31 December 2024         Year to 31 December 2023         
                 Revenue    Capital    Total      Revenue    Capital    Total      
                 £’000      £’000      £’000      £’000      £’000      £’000      
 Investment                                                                        
 management fee  954        18,125     19,079     1,054      20,028     21,082     

The Portfolio Manager provides investment management services through
agreements with Octopus AIF Management Limited and Titan. It also provides
non-investment services to Titan under a non-investment services agreement. No
compensation is payable if the agreement is terminated by either party, if the
required notice period is given. The fee payable, should insufficient notice
be given, will be equal to the fee that would have been paid should continuous
service be provided, or the required notice period was given. The basis upon
which the management fee is calculated is disclosed within the Annual Report
and financial statements.

4. Other expenses
Accounting policy

Other expenses are accounted for on an accruals basis and are charged wholly
to revenue.

The transaction costs incurred when purchasing or selling assets are written
off to the Income Statement in the period that they occur.

                                                      Year to      Year to      
                                                      31 December  31 December  
                                                      2024         2023         
                                                      £’000        £’000        
 Ongoing adviser and non-advised charges              2,111        2,370        
 Non-investment services fee (1)                      2,078        2,020        
 Other fees                                           780          480          
 Directors’ remuneration (2)                          263          192          
 Audit fees                                           204          191          
 Registrar’s fees                                     196          200          
 Depositary fees                                      187          270          
 Listing fees                                         136          401          
 Directors and Officers (D&O) insurance               117          123          
 Impairment of accrued loan note interest receivable  —            17           
 Total                                                6,072        6,264        
1. For further information please see note 9.
2. Includes employers’ NI.
Total ongoing charges are capped at 2.5% of net assets. For the year to 31
December 2024, the ongoing charges were 2.5% of net assets (2023: 2.4%). This
is calculated by summing the expenses incurred in the period (excluding
ongoing IFA charges and non‑recurring expenses) divided by the average NAV
throughout the period.

5. Tax on ordinary activities
Accounting policy

Corporation tax payable is applied to profits chargeable to corporation tax,
if any, at the current rate. The tax effect of different items of income/gain
and expenditure/loss is allocated between capital and revenue return on the
‘marginal’ basis as recommended in the SORP.

Deferred tax is recognised in respect of all timing differences at the
reporting date. Timing differences are differences between taxable profits and
total income as stated in the financial statements that arise from the
inclusion of income and expenses in tax assessments in periods different from
those in which they are recognised in financial statements.

Disclosure
The corporation tax charge for the period was £nil (2023: £nil).

                                                                  Year to      Year to      
                                                                  31 December  31 December  
                                                                  2024         2023         
                                                                  £’000        £’000        
 Loss on ordinary activities before tax                           (147,649)    (149,499)    
 Current tax at 25% (2023: 23.5%)                                 (36,912)     (35,163)     
 Effects of:                                                                                
 Non‑taxable income                                               (1,054)      (977)        
 Non‑taxable capital loss                                         31,677       29,418       
 Non‑deductible expenses                                          55           71           
 Zenith distribution (1)                                          3,100        —            
 Excess management expenses on which deferred tax not recognised  3,134        7,070        
 Tax rate differences (2)                                         —            (419)        
 Total current tax charge                                         —            —            

1. £12.4 million was distributed from Zenith Holding Company to Titan in the
year which is taxable income for Titan.
2. Tax rate difference in the year to 31 December 2023 due to tax charge for
the year being calculated at 19% and excess management expenses on which
deferred tax is not recognised being calculated at 25%.

Unrelieved tax losses of £227,486,000 (2023: £214,949,000) are estimated to
be carried forward at 31 December 2024 (subject to completion of Titan’s tax
return) and are available for offset against future taxable income, subject to
agreement with HMRC. Titan has not recognised the deferred tax asset of
£56,871,000 (2023: £53,737,000) in respect of these tax losses because there
is insufficient forecast taxable income in excess of deductible expenses to
utilise these losses carried forward. There is no expiry period on these
deductible expenses under the UK HMRC legislation.

Approved VCTs are exempt from tax on capital gains. As the Directors intend
for Titan to continue to maintain its approval as a VCT through its affairs,
no current deferred tax has been recognised in respect of any capital gains or
losses arising on the revaluation or disposal of investment.

6. Dividends
Accounting policy

Dividends payable are recognised as distributions in the financial statements
when Titan’s liability to make the payment has been established. This
liability is established on the record date, the date on which those
shareholders on the share register are entitled to the dividend.

Disclosure

                                                                  Year to      Year to      
                                                                  31 December  31 December  
                                                                  2024         2023         
                                                                  £’000        £’000        
 Dividends paid in the year                                                                 
 Previous year’s second interim dividend – 1.9p (2023: 3.0p)      31,876       46,127       
 Current year’s interim dividend – 1.2p (2023: 2.0p)              19,767       31,636       
 Total                                                            51,643       77,763       
                                                                                            
 Dividends in respect of the year                                                           
 Interim dividend – 1.2p (2023: 2.0p)                             19,767       31,636       
 Second interim dividend – 0.5p (2023: 1.9p)                      8,236        31,876       
 Total                                                            28,003       63,512       

The figures above include dividends elected to be reinvested through the DRIS.

The second interim dividend of 0.5p for the period ending 31 December 2024
will be paid on 29 May 2025 to shareholders on the register on 25 April 2025,
this equates to 1% of the Company’s opening NAV per share.

7. Earnings per share

                                                        Year to 31 December 2024         Year to 31 December 2023         
                                                        Revenue    Capital    Total      Revenue    Capital    Total      
 Loss attributable to Ordinary shareholders (£’000)     (2,811)    (144,838)  (147,649)  (2,851)    (146,648)  (149,499)  
 Loss per Ordinary share (p)                            (0.2)p     (8.8)p     (9.0)p     (0.2)p     (9.7)p     (9.9)p     

The total loss per share is based on 1,644,900,726 (2023: 1,506,111,802)
Ordinary shares, being the weighted average number of Ordinary shares in issue
during the year.

There are no potentially dilutive capital instruments in issue and so no
diluted return per share figures are relevant. The basic and diluted earnings
per share are therefore identical.

8. Net asset value per share

                           31 December    31 December    
                           2024           2023           
 Net assets (£)            831,358,000    993,744,000    
 Ordinary shares in issue  1,647,212,355  1,593,601,092  
 NAV per share (p)         50.5           62.4           

9. Transactions with the Manager and Portfolio Manager

Since 1 September 2017, Titan has been classified as a full-scope Alternative
Investment Fund under the Alternative Investment Fund Management Directive
(the ‘AIFM Directive’). As a result, since 1 September 2017, Titan’s
investment management agreement was assigned by way of the deed of novation
from Octopus Investments Limited to Octopus AIF Management Limited to act as
Manager (an authorised alternative investment fund manager responsible for
ensuring compliance with the AIFM Directive). Octopus AIF Management Limited
has in turn appointed Octopus Investments Limited to act as Portfolio Manager
to Titan (responsible for portfolio management and the day-to-day running of
Titan).

Titan paid Octopus AIF Management Limited £19,079,000 (2023: £21,082,000) in
the period as a management fee. The annual management charge (AMC) is based on
2% of Titan’s NAV in respect of existing funds but in respect of funds
raised by Titan under the 2018 Offer and thereafter (and subject to Titan
having a cash reserve of 10% of its NAV), the AMC on uninvested cash is the
lower of either (i) the actual return that Titan receives on its cash and
funds that are the equivalent of cash (which currently consist of corporate
bonds and money market funds) subject to a 0% floor and (ii) 2% of Titan’s
NAV. The AMC is payable quarterly in advance and calculated using the latest
published NAV of Titan and the number of shares in issue at each quarter end.

Octopus provides non-investment services to the Company and receives a fee for
these services which is capped at the lower of (i) 0.3% per annum of the
Company’s NAV or (ii) the administration and accounting costs of the Company
for the year ended 31 December 2020 with inflation increases in line with the
Consumer Price Index. During the period, the Company paid £2,078,000 (2023:
£2,020,000) to Octopus for the non‑investment services.

In addition, Octopus is entitled to performance-related incentive fees. The
incentive fees were designed to ensure that there were significant tax-free
dividend payments made to shareholders as well as strong performance in terms
of capital and income growth, before any performance-related fee payment was
made.

Due to performance in the year, the total value has decreased to 155.6p,
representing a total loss of 8.8p. Therefore, the high water mark for the 2025
financial year remains at 197.7p.

If, on a subsequent financial year end, the performance value of Titan falls
short of the high water mark on the previous financial year end, no
performance fee will arise. If, on a subsequent financial year end, the
performance exceeds the previous best high water mark of Titan, the Manager
will be entitled to 20% of such excess in aggregate.

Octopus received £39,000 in the period to 31 December 2024 (2023: £36,000)
in regard to arrangement and monitoring fees in relation to investments made
on behalf of Titan. Since 31 October 2018, Octopus no longer receives such
fees in respect of new investments or any such new fees in respect of further
investments into portfolio companies in which Titan invested on or before 31
October 2018, with any such fees received after that time being passed to
Titan.

The cap relating to Titan’s total ongoing charges ratio, that is the
regular, recurring costs of Titan expressed as a percentage of its NAV, above
which Octopus has agreed to pay, is 2.5%, and is calculated in accordance with
the AIC Guidelines.

Octopus AIF Management Limited remuneration disclosures (unaudited)
Quantitative remuneration disclosures required to be made in this annual
report in accordance with the FCA Handbook FUND 3.3.5 are available on the
website: https://www.octopusinvestments.com/remuneration-disclosures/.

10. Related party transactions

Titan owns Zenith Holding Company Limited, which owns a share in Zenith LP, a
fund managed by Octopus.

In the year, Octopus Investments Nominees Limited (OINL) has purchased Titan
shares from shareholders to correct administrative issues, on the
understanding that shares will be sold back to Titan in subsequent share
buybacks. As at 31 December 2024, no Titan shares were held by OINL (2023: no
shares) as beneficial owner. Throughout the period to 31 December 2024, OINL
purchased 65,000 shares (2023: 1,883,000 shares) at a cost of £36,000 (2023:
£1,563,000) and sold 65,000 shares (2023: 1,883,000 shares) for proceeds of
£34,000 (2023: £1,353,000). This is classed as a related party transaction
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.

Several members of the Octopus investment team hold non-executive
directorships as part of their monitoring roles in Titan’s portfolio
companies, but they have no controlling interests in those companies.

Details of the Directors and their remuneration can be found in the
Directors’ Remuneration Report.

The Directors received the following dividends from Titan:

                                 Year to      Year to      
                                 31 December  31 December  
                                 2024         2023         
                                 £            £            
 Jane O’Riordan                  4,766        6,901        
 Tom Leader                      1,464        1,889        
 Lord Rockley                    2,406        2,776        
 Julie Nahid Rahman              138          89           
 Gaenor Bagley Rupert Dickinson  738 —        901 —        

11. 2024 financial information

The figures and financial information for the year ended 31 December 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 December 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.

12. 2023 financial information

The figures and financial information for the period ended 31 December 2023
are compiled from an extract of the published financial statements for the
period and do not constitute statutory accounts. Those financial statements
have been delivered to the Registrar of Companies and included the Auditors’
report which was unqualified, did not include a reference to any matter to
which the auditors drew attention without qualifying the report, and did not
contain any statements under Sections 498(2) or 498(3) of the Companies Act
2006.

13. Annual Report and financial statements

The Annual Report and financial statements will be posted to shareholders in
early May and will be available on the Company’s website,
octopustitanvct.com. The Notice of Annual General Meeting is contained within
the Annual Report.

14. General information

Registered in England & Wales. Company No. 06397765
LEI: 213800A67IKGG6PVYW75

15. Directors

Tom Leader (Chair), Jane O’Riordan, Lord Rockley, Gaenor Bagley, Julie Nahid
Rahman and Rupert Dickinson.

16. Secretary and registered office   

Octopus Company Secretarial Services Limited
6(th) Floor, 33 Holborn, London EC1N 2HT

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