REG-Half-Yearly Report
26/09/2025 07:00
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Octopus Titan VCT plc
Half-Yearly Report
Octopus Titan VCT plc announces the half-yearly report for the six months
ended 30 June 2025.
Titan’s mission is to invest in the people, ideas and industries
that will change the world.
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
HY2025 HY2024 FY2024
Net assets (£’000) £786,495 £892,520 £831,358
Loss after tax (£’000) £(36,884) £(116,233) £(147,649)
NAV per share 47.7p 53.5p 50.5p
Total value per share (1) 153.3p 157.4p 155.6p
Total return per share (p) (2) (2.3)p (7.0)p (8.8)p
Total return per share % (3) (4.6)% (11.2)% (14.1)%
Dividends paid in the period 0.5p 1.9p 3.1p
Dividend yield % (4) 1.0% 3.0% 5.0%
1. Total value per share is an alternative performance measure, calculated as
NAV plus cumulative dividends paid since launch.
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.
3. Total return % is an alternative performance measure, calculated as total
return/opening NAV.
4. Dividend yield is an alternative performance measure, calculated as
dividends paid/opening NAV.
Interim Management Report
Chair’s statement
Titan’s Total Return for the six months to 30 June 2025 was minus 4.6% with
net assets at the period end totalling £786 million.
The Net Asset Value (NAV) per share at 30 June 2025 was 47.7p which, adjusting
for dividends paid of 0.5p per share on 29 May 2025, represents a net decrease
of 2.3p per share from 31 December 2024 or a total return of minus 4.6%.
This further decline in value is disappointing with downward valuation
movements across the portfolio outweighing upward movements by a considerable
margin. Progress across the portfolio has been further held back by sustained
market volatility, underpinned by a combination of geopolitical tensions and
heightened macroeconomic uncertainty, including evolving US tariff policies.
Collectively, these dynamics have resulted in subdued levels of VC investment
and exit activity, alongside an increasingly cautious investor environment.
This has impacted portfolio companies, many of which have continued to
prioritise profitability and cash-preservation over growth, with revenue
expansion recovering only gradually in some instances. 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. In addition, the
significant decline in the value of the US Dollar (falling 9% versus the
British Pound in the period), to which several of Titan’s portfolio
companies are exposed, provided an additional drag on performance,
representing around half of the total portfolio decline.
With this further decline in NAV, the five-year tax-free annual compound
return for shareholders is now minus 3.7% (excluding 30% income tax relief).
Since the High Water Mark (HWM) as at 31 December 2021, Titan’s total return
per share has been minus 42.0%.
In the six months to 30 June 2025, the fund utilised £29.0 million of its
cash resources, comprising £8.2 million in follow-on investments, £8.2
million in dividends and £12.6 million in investment management fees and
other running costs. The Company also received disposal proceeds of £2.5
million. The cash and corporate bond balance of £161 million at 30 June 2025
represented 20% of net assets at that date, compared to 22% at 31 December
2024.
Conclusion of the strategic review
As shareholders will be aware, after an extended period of poor investment
performance, the Board announced a strategic review in September 2024. Details
on the background and areas of focus for the review, as well as the full
conclusion, were shared in a Shareholder Circular on 12 September 2025 and can
be found on the Company's website. This set out the background, process and
conclusions of this important exercise. The Board encourages all shareholders
to read the Circular and to take the necessary steps to cast their votes at
the forthcoming General Meeting (GM) of which further details are set out
below.
In the short term, the Company will enter a transition period during which
Octopus will focus its resources on improving performance of the existing
portfolio, a continuation of the portfolio first strategy initiated in
mid-2024, while the Board will closely monitor performance in accordance with
agreed guardrails. For each guardrail metric, the Board and Octopus have
agreed reporting obligations and varying thresholds including a target
operating level, which will allow the Board to take remedial action where
necessary. Octopus believes in the long-term potential of Titan and has agreed
that it will rebate up to 20% of the annual management fee during the
transition period if it does not deliver target performance and realisations.
Importantly, a new Investment Management and Non-Investment Services Agreement
(IMNISA) has been agreed, which combines the previous annual management fee
and non-investment services fee into one combined and lower amount. Going
forwards, there will be a tiered annual management fee structure linked to the
NAV, allowing Titan to benefit from any available economies of scale. The
resulting reduction in ongoing charges to shareholders is approximately 17%
(based on the NAV as at 30 June 2025). No performance fees will be payable
until at least 1st January 2034, regardless of performance achieved, and then
only subject to being above the existing High Water Mark (197.7p as at 31
December 2021). The Circular provides background information ahead of a
General Meeting scheduled for 1pm on 14 October 2025, at which shareholders
will be asked to vote on the Company’s proposed new Investment Policy.
Dividends
In determining dividend payments, the Board must carefully assess the
Company’s investment returns, the timing of investment realisations,
available cash and distributable reserves, and continued compliance with VCT
regulations. While the Board acknowledges the importance shareholders place on
receiving tax-free dividends, in light of these considerations and the ongoing
performance challenges, the Board has decided not to declare an interim
dividend. We recognise that this outcome will be disappointing to
shareholders; however, dividends are ordinarily a distribution of investment
gains (of which a material proportion should be realised rather than
unrealised), which have not been achieved over the six-month period ended in
June 2025 or in recent years. The Board believes this approach is consistent
with its long-term strategic objective of ensuring the Company’s
sustainability, as set out in the Circular document.
Share buybacks
The Board understands shareholders’ continued desire for liquidity and
remains committed to balancing this with disciplined capital management and
strict adherence to VCT regulations. We recognise that many shareholders value
the opportunity to sell shares back to the Company, and we would like, when
conditions allow, to be in a position to offer a limited share buyback
programme.
Shareholders should be aware, however, that any buyback must be conducted
within specific regulatory and shareholder-approved parameters. One such
constraint, outlined in point 10(c) on page 115 of the Annual Report,
stipulates that the maximum price (exclusive of expenses) which may be paid
for a share is the higher of:
(i) 105% of the average of the middle market quotations for the
share taken from the London Stock Exchange Daily Official List over the five
business days immediately preceding the purchase date; and
(ii) the amount stipulated by Article 5(6) of the Market Abuse
Regulation.
At present, the market price of Titan’s shares is significantly below the
NAV as at 30 June 2025. As a result, the Board is unable to offer a share
buyback at this time under the current rules. We will continue to assess
different options that would enable us to conduct share buybacks, and will
monitor the situation closely. We hope to be able to offer buybacks in the
future, should conditions allow.
As set out in the Shareholder Circular, the Board will continue to assess the
resources available for buybacks, during the transition period and beyond,
based on the level of cash realisations achieved from the portfolio, continued
compliance with VCT and other regulations and the level of distributable
reserves.
Fundraising
With the conclusion of the strategic review and the focus on recovery in
performance, it is the Board’s current view that Titan will likely only seek
to fundraise when it is deemed by the Board to be operating at, or close to, a
sustainable level, with improved performance versus that seen in recent years.
Principal Risks and Uncertainties
The Board continues to review the risk environment in which Titan operates on
a regular basis. The principal risks as set out in the Annual Report for the
year ended 31 December 2024 on pages 46 to 49 remain. However, the risks
around foreign currency exposure and valuations have increased since the year
end, while the risks around legislative change have stabilised. All the
principal risks will be reported on in detail in the annual report to 31
December 2025.
Annual General Meeting (AGM)
At the AGM held in June, all resolutions were passed on a show of hands.
However, the resolutions for the approval of the Directors’ Remuneration
report and the re-election of Jane O’Riordan and Lord Rockley, received more
than 20% of votes against. In accordance with the AIC Code of Corporate
Governance, the Board has endeavoured to contact these shareholders to
ascertain their reasons for voting against. The Board has considered the
responses, which are broadly consistent and primarily refer to Titan’s poor
investment performance, and hope the outcome of the strategic review, as set
out in the Shareholder Circular, provides some comfort to these shareholders
on the steps being taken to improve Titan’s performance.
Outlook
The continued decline in NAV is disappointing and reflects a combination of
factors, including portfolio company specific challenges alongside broader
market volatility, macroeconomic headwinds, and the impact of foreign exchange
movements, all as described above. Over the past six months, the sharp
increase in AI-related investment has been the primary driver of activity in
the market; absent this, overall VC market levels would have remained broadly
flat. Outside of the large AI firms, valuations remain depressed, deal
activity is subdued, and exit opportunities are sporadic. In the first half of
the year, public markets (which provide valuation benchmarks for many of the
portfolio companies) were marked by heightened volatility due to a mix of
political, economic and sector-specific developments. Against this volatile
backdrop, it remains critical that portfolio companies maintain financial
discipline, prioritise operational efficiency, and exercise strategic
patience.
The actions arising from the strategic review are intended to strengthen the
Company’s positioning to deliver future progress and at a lower cost to
shareholders. However, ensuring the long-term sustainability of the Company
remains paramount, and until material realisations are achieved to generate
improved cash proceeds, the Board must continue to adopt a conservative
approach to cash management in order to support the Company’s investment
portfolio and on-going operations. The review has been a significant and
important piece of work, with the resulting changes intended to best position
the Company for a recovery in performance.
I would like to conclude by thanking the Board, its advisers and the Octopus
team on behalf of all shareholders for their hard work during this very
challenging period and I look forward to updating shareholders on progress in
future reports.
Tom Leader
Chair
Portfolio Manager’s review
At Octopus, our focus is on managing your investments and providing open
communication. Our annual and half-yearly updates are designed to keep you
informed about the progress of your investment.
Focus on performance
The NAV of 47.7p per share at 30 June 2025 represents a decrease in NAV of
4.6% ((2.3)p per share) versus a NAV of 50.5p per share as at 31 December
2024, after adding back dividends paid during the period of 0.5p, a total
return of minus 4.6%.
The performance over the five years to 30 June 2025 is shown below:
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 Period ended 30 June 2025
NAV (p) 97.0 105.7 76.9 62.4 50.5 47.7
Cumulative dividends paid (p) 81.0 92.0 97.0 102.0 105.1 105.6
Total Value (p) 178.0 197.7 173.9 164.4 155.6 153.3
Total return (1) 7.1% 20.3% (22.5)% (12.4)% (14.1)% (4.6)%
Dividend yield (2) 5.3% 11.3% 4.7% 6.5% 5.0% 1.0%
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 disappointed by the negative total return of 4.6% over the past six
months. This decline in NAV has been driven by several key factors:
A reduction of £75.3 million in the value of 55 portfolio companies during
the six-month reporting period.
• £22.8 million of this decline was concentrated in three companies -XYZ
Reality, Orbex, and Permutive. While these businesses continue to pursue
growth, they have encountered execution challenges and have progressed more
slowly than initially forecast, resulting in lower valuations.
• Adverse foreign exchange movements accounted for 51% of the total decline
in portfolio value, primarily due to exposure to the US Dollar, as some
portfolio companies have expanded internationally.
We believe 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. We continue to work with them to help realise
their potential. 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. In some cases, the
support offered could also include further funding, alongside other
co-investors, to ensure a business has the capital it needs to execute on its
strategy.
More positively, 39 companies saw an increase in valuation in the period,
delivering a collective increase in valuation of £45.6 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 vHive
and Legl. 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 £3.1 million in the six
months to 30 June 2025, primarily driven by a fair value movement of £1.6
million in the corporate bond portfolio and a return of £1.5 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.
Disposals
Disposals and deferred proceeds have returned £2.5 million in cash during the
six months. We recognise that this is a disappointing outcome, and more needs
to be delivered to accomplish the Company’s long-term sustainability target.
The team is devoting considerable resource to delivering profitable
realisations.
Exits at a loss
There have been three disposals made at a loss. In March, Antidote was
acquired by 83Bar (a company specialising in clinical trial patient
recruitment and engagement). In April 2025, Enghouse Systems (a software and
services company that provides enterprise software solutions) acquired Trafi
to enhance its transportation mobility solutions portfolio by adding Trafi’s
technology. In May, Titan’s shares in The Faction Collective were divested
for nil proceeds, as there was not seen to be a chance of recovery of any
funds.
In aggregate, these exits generated proceeds totalling £0.6 million compared
to an investment cost of £15.8 million. As at 31 December 2024, these assets
were collectively valued at circa £0.3 million.
Partial exits
As Smiler (an on-the-spot photographer marketplace) had not achieved the
milestones set at the point of investment and struggled to find product market
fit, it was agreed in April that the Company would remain a shareholder, but
that 72% of the invested capital would be returned. This has allowed Titan to
return some of its invested capital in Smiler whilst retaining a small
proportion of its shareholding should there be any growth opportunities
available in Smiler’s future.
Deferred Proceeds
In the six months, Titan also received deferred proceeds from the sales of
Cobee (to Pluxee in 2024) and TaxScouts (to Taxfix in 2024).
Companies placed into administration
Unfortunately, Chiaro Technologies (trading as Elvie), Origami and VyperCore
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 £13.2 million.
In the six months, Nosso and LVNDR 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. We expect
that successful disposals will outweigh losses over the medium to long-term.
VCT qualifying status
Shoosmiths LLP provides both the Board and Octopus with advice concerning
ongoing compliance with HMRC rules and regulations concerning VCTs and has
advised that Titan continues to be compliant with the conditions set by HMRC
for maintaining approval as a VCT.
As at 30 June 2025, 86% of the portfolio (as measured by HMRC rules) was
invested in VCT-qualifying investments, above the 80% current VCT-qualifying
threshold. This threshold is continually monitored both internally by the
Manager and by external advisers and proactive measures are taken to optimise
it.
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 Period ended 30 June 2025 Total
Disposal proceeds (1)(£'000) 23,915 221,504 62,213 45,637 41,432 2,503 397,204
1. This table includes cash and deferred proceeds received in the period.
New and follow-on investments
Titan completed eight follow-on investments in the reporting period totalling
£8.2 million.
Please see a summary of the follow-on investments made in the six month
period.
Fintech
Flock: Providing connected insurance solutions for commercial motor fleets
through an insurance technology platform.
Deep tech
Orbex Space: Designing and building orbital launch vehicles to serve the small
satellite market.
Deep tech
Papercup: Automating video translation using AI to make content accessible in
multiple languages.
Consumer
Walking on Earth: Developing a holistic health platform focused on workforce
wellbeing.
Deep tech
Intrinsic: Delivering embedded memory technology that is easy to integrate and
significantly faster than Flash.
Deep tech
Slamcore: Enabling spatial AI for robots and drones to understand and navigate
their environments.
Deep tech
Phlux: Powering high-performance, scalable LiDAR (light detection and ranging)
systems through advanced light detection technology.
Fintech
Token: Operating a global open banking network that connects banks,
businesses, and consumers.
As set out in the Shareholders’ Circular and previously explained, the
Octopus Ventures team continue to focus on a portfolio first approach, with
the aim of improving performance from the existing portfolio and driving
returns to shareholders. Given Titan’s scale, the greatest returns are
expected to be driven by its existing, largest holdings. Over the last twelve
months, Titan has focused on building value in its existing portfolio,
allowing capital and time to be prioritised on existing companies. 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.
Valuations
Titan’s unquoted portfolio companies are valued in accordance with UK
Generally Accepted Accounting Principles (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 at the reference date,
assuming they had all the information available to them, that we had, are
knowledgeable parties with no pre-existing relationship, and that the
transaction is carried out at an arm’s length basis.
The tables below illustrate 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 in the
last twelve months to the period end or shortly after the period end, and
exits of companies where terms have been agreed with an acquirer. ‘External
price’ also includes quoted holdings, which are held at their quoted price
as at the valuation date. As at 30 June 2025, 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:
* External price: 14%
* Multiples: 53%
* Scenario analysis: 20%
* Milestone analysis: 13%
Valuation methodology by number of companies:
* External price: 24%
* Multiples: 26%
* Scenario analysis: 39%
* Write off: 21%
* Milestone analysis: 22%
Top 20
We are disappointed to report a net decrease in the value of the portfolio of
£24.8 million since 31 December 2024, excluding additions and disposals. This
represents a further decline of 3.9% 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 over 61% of the value of the portfolio.
Portfolio Investment focus Investment cost Total valuation including cost
1 Skin+Me Health £11.5m £45.5m
2 Amplience B2B software £12.4m £36.4m
3 Elliptic Fintech £9.9m £30.8m
4 ManyPets Fintech £10.0m £28.3m
5 Vitesse Fintech £8.8m £25.8m
6 Pelago (1) Health £17.9m £22.3m
7 Permutive B2B software £19.0m £21.6m
8 Legl B2B software £7.3m £20.6m
9 vHive Deep tech £8.0m £20.0m
10 Token Fintech £13.6m £15.5m
11 Taster Consumer £8.1m £14.2m
12 Bondaval Fintech £7.1m £13.2m
13 Seatfrog Consumer £9.6m £13.2m
14 Automata Health £12.3m £12.9m
15 Orbex Deep tech £12.8m £11.8m
16 Ometria B2B software £11.5m £11.5m
17 Iovox B2B software £7.2m £10.2m
18 RemoFirst Fintech £5.0m £9.9m
19 Katkin Consumer £8.2m £9.3m
20 Flock Fintech £9.2m £9.2m
1. Digital Therapeutics, Inc., formerly Quit Genius, has rebranded as Pelago.
Outlook
The persistence of market volatility and the complex geopolitical backdrop
continue to affect the Company’s portfolio. With venture capital investment
and exit activity outside of the AI sector remaining subdued, many companies
are finding it difficult to secure investment and require significant funding
to scale. We are seeing an increase in the maturity of companies raising
Series A rounds today, with startups now typically generating $2.5 million in
revenue, compared to just $1.4 million in 2021, demonstrating investors are
demanding more substance and sustainability before committing capital(1). As a
result, management teams have been forced to prioritise cash preservation over
growth, and valuation multiples have adjusted accordingly. In addition,
several portfolio companies have been unable to deliver the milestones
anticipated at the point of investment, leading to further valuation
reductions.
Looking ahead, following the conclusion of the strategic review, the team
remains focused on concentrating resources on those portfolio companies with
the greatest potential to generate meaningful returns. Key priorities include
optimising growth plans and capitalising on exit opportunities where they
arise. To support this, the team is being expanded, including the addition of
a dedicated portfolio optimisation function.
Given the early-stage nature and scale of the portfolio, any improvement in
performance is likely to take time, particularly if market volatility
persists. However, the team is committed to executing against the guardrails
established in the strategic review, which the Board will monitor closely.
Delivery against these objectives should enable the Company to stabilise
performance and lay the foundations for long-term growth in shareholder value.
Directors’ responsibilities statement
The Directors confirm that to the best of their knowledge:
* the half-yearly financial statements have been prepared in accordance with
‘Financial Reporting Standard 104: Interim Financial Reporting’ issued by
the Financial Reporting Council;
* the half-yearly financial statements give a true and fair view of the
assets, liabilities, financial position and profit or loss of the Company; and
* the half-yearly report includes a fair review of the information required by
the Financial Conduct Authority Disclosure Guidance and Transparency Rules,
being: * we have disclosed an indication of the important events that have
occurred during the first six months of the financial year and their impact on
the condensed set of financial statements;
* we have disclosed a description of the principal risks and uncertainties for
the remaining six months of the year; and
* we have disclosed a description of related party transactions that have
taken place in the first six months of the current financial year, that may
have materially affected the financial position or performance of the Company
during that period, and any changes in the related party transactions
described in the last annual report that could do so.
On behalf of the Board
Tom Leader
Chair
Income statement
Unaudited Unaudited Audited
Six months to 30 June 2025 Six months to 30 June 2024 Year to 31 December 2024
Revenue Capital Total Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Gain/(loss) on disposal of fixed asset investments - 1,184 1,184 - (572) (572) - 5,184 5,184
Gain on disposal of current asset investments - 105 105 - 17 17 - 563 563
Loss on valuation of fixed asset investments - (29,593) (29,593) - (106,859) (106,859) - (136,894) (136,894)
Gain on valuation of current asset investments - 1,450 1,450 - 1,836 1,836 - 4,439 4,439
Investment income 1,503 - 1,503 2,446 - 2,446 4,215 - 4,215
Investment management fees (413) (7,838) (8,251) (504) (9,585) (10,089) (954) (18,125) (19,079)
Other expenses (3,324) - (3,324) (3,022) - (3,022) (6,072) - (6,072)
Foreign exchange translation - 42 42 - 10 10 - (5) (5)
Loss before tax (2,234) (34,650) (36,884) (1,080) (115,153) (116,233) (2,811) (144,838) (147,649)
Tax - - - - - - - - -
Loss after tax (2,234) (34,650) (36,884) (1,080) (115,153) (116,233) (2,811) (144,838) (147,649)
Loss per share – basic and diluted (0.1)p (2.1)p (2.2)p (0.1)p (7.0)p (7.1)p (0.2)p (8.8)p (9.0)p
* The ‘Total’ column of this statement is the profit and loss account of
the Company; 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
Unaudited Unaudited Audited
As at 30 June 2025 As at 30 June 2024 As at 31 December 2024
£’000 £’000 £’000 £’000 £’000 £’000
Fixed asset investments 620,190 705,407 640,797
Current assets:
Corporate Bonds 84,569 103,393 90,247
Cash at bank 918 551 213
Applications cash (1) 18 21 22
Debtors 6,280 3,396 8,412
Money market funds 75,328 80,619 93,523
167,113 187,980 192,417
Current liabilities (808) (867) (1,856)
Net current assets 166,305 187,113 190,561
Net assets 786,495 892,520 831,358
Share capital 1,647 1,667 1,647
Share premium 257 120,552 -
Special distributable reserve 1,048,301 965,730 1,056,537
Capital redemption reserve 141 122 141
Capital reserve realised (149,705) (105,731) (125,444)
Capital reserve unrealised (67,716) (47,328) (57,285)
Revenue reserve (46,430) (42,492) (44,238)
Total equity shareholders’ funds 786,495 892,520 831,358
Net asset value per share 47.7p 53.5p 50.5p
1. Cash held but not yet allotted.
The accompanying notes form an integral part of the financial statements.
The statements were approved by the Directors and authorised for issue on 25
September 2025 and are signed on their behalf by:
Tom Leader
Chair
Company Number 06397765
Statement of changes in equity
Share capital £’000 Share premium £’000 Capital redemption reserve £’000 Special distributable reserve (1) £’000 Capital reserve realised (1 ) £’000 Capital reserve unrealised £’000 Revenue reserve (1) £’000 Total £’000
As at 1 January 2025 1,647 - 141 1,056,537 (125,444) (57,285) (44,238) 831,358
Comprehensive income for the period:
Management fees allocated as capital expenditure - - - - (7,838) - - (7,838)
Current year gain on disposal of fixed asset investments - - - - 1,184 - - 1,184
Current year gain on disposal of current asset investments - - - - 105 - - 105
Loss on fair value of fixed asset investments - - - - - (29,593) - (29,593)
Gain on fair value of current asset investments - - - - - 1,450 - 1,450
Loss after tax - - - - - - (2,234) (2,234)
Foreign exchange translation - - - - - - 42 42
Total comprehensive income for the period - - - - (6,549) (28,143) (2,192) (36,884)
Contributions by and distributions to owners:
Share issue - 257 - - - - - 257
Dividends paid - - - (8,236) - - - (8,236)
Total contributions by and distributions to owners - 257 - (8,236) - - - (7,979)
Other movements:
Prior year fixed asset losses now realised - - - - (18,048) 18,048 - -
Prior year current asset gains now realised - - - - 336 (336) - -
Total other movements - - - - (17,712) 17,712 - -
Balance as at 30 June 2025 1,647 257 141 1,048,301 (149,705) (67,716) (46,430) 786,495
1. Reserves available for distribution.
The accompanying notes form an integral part of the financial statements.
Share capital £’000 Share premium £’000 Capital redemption reserve £’000 Special distributable reserve (1) £’000 Capital reserve realised (1) £’000 Capital reserve unrealised £’000 Revenue reserve (1 ) £’000 Total £’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 - - - - (9,585) - - (9,585)
Current year loss on disposal of fixed asset investments - - - - (572) - - (572)
Current year gain on disposal of current asset investments - - - - 17 - - 17
Loss on fair value of fixed asset investments - - - - - (106,859) - (106,859)
Gain on fair value of current asset investments - - - - - 1,836 - 1,836
Loss after tax - - - - - - (1,080) (1,080)
Foreign exchange translation - - - - - - 10 10
Total comprehensive income for the period - - - - (10,140) (105,023) (1,070) (116,233)
Contributions by and distributions to owners:
Share issue (includes DRIS) 121 76,665 - - - - - 76,786
Share issue costs - (1,893) - - - - - (1,893)
Repurchase of own shares (48) - 48 (28,008) - - - (28,008)
Dividends paid (includes DRIS) - - - (31,876) - - - (31,876)
Total contributions by and distributions to owners 73 74,772 48 (59,884) - - - 15,009
Other movements: Prior year fixed asset losses now realised - - - - (5,998) 5,998 - -
Prior year current asset losses now realised - - - - (23) 23 - -
Total other movements - - - - (6,021) 6,021 - -
Balance as at 30 June 2024 1,667 120,552 122 965,730 (105,731) (47,328) (42,492) 892,520
1. Reserves available for distribution.
The accompanying notes form an integral part of the financial statements.
Share capital £’000 Share premium £’000 Capital redemption reserve £’000 Special distributable reserve (1) £’000 Capital reserve realised (1 ) £’000 Capital reserve unrealised £’000 Revenue reserve (1 ) £’000 Total £’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.
The accompanying notes form an integral part of the financial statements.
Cash flow statement
Unaudited Six months to 30 June 2025 Unaudited Six months to 30 June 2024 Audited Year to 31 December 2024
£’000 £’000 £’000
Reconciliation of profit to cash flows from operating activities
Loss before tax (36,884) (116,233) (147,649)
Decrease in debtors 3 129 279
Decrease/(increase) in creditors (1,044) (842) 146
Gain on disposal of current asset investments (105) (17) (563)
Gain on valuation of current asset investments (1,450) (1,836) (4,439)
Loss/(gain) on disposal of fixed asset investments (1,184) 572 (5,184)
Loss on valuation of fixed asset investments 29,593 106,859 136,894
Outflow from operating activities (11,071) (11,368) (20,516)
Cash flows from investing activities
Sale of current asset investments 7,233 7,129 23,424
Purchase of fixed asset investments (8,176) (24,509) (30,011)
Proceeds from sale of fixed asset investments 2,503 767 41,432
Inflow/(outflow) from investing activities 1,561 (16,613) 34,845
Cash flows from financing activities
Movement in applications account (4) (17,821) (17,820)
Dividends paid (net of DRIS) (8,236) (24,115) (43,881)
Purchase of own shares - (28,008) (37,986)
Share issues (net of DRIS) 257 69,025 69,025
Share issues costs - (1,893) (1,893)
Outflow from financing activities (7,983) (2,812) (32,555)
Increase/(decrease) in cash and cash equivalents (17,494) (30,793) (18,226)
Opening cash and cash equivalents 93,758 111,984 111,984
Closing cash and cash equivalents 76,264 81,191 93,758
Cash and cash equivalents comprise of:
Cash at bank 918 551 213
Applications cash 18 21 22
Money market funds 75,328 80,619 93,523
Closing cash and cash equivalents 76,264 81,191 93,758
The accompanying notes form an integral part of the financial statements.
Condensed notes to the financial statements
1. Basis of preparation
The unaudited half-yearly results which cover the six months to 30 June 2025
have been prepared in accordance with the Financial Reporting Council’s
(FRC) Financial Reporting Standard 104 Interim Financial Reporting (January
2022) and the Statement of Recommended Practice (SORP) for Investment
Companies re-issued by the Association of Investment Companies in July 2022.
2. Publication of non-statutory accounts
The unaudited half-yearly results for the six months ended 30 June 2025 do not
constitute statutory accounts within the meaning of Section 415 of the
Companies Act 2006 and have not been delivered to the Registrar of Companies.
The comparative figures for the year ended 31 December 2024 have been
extracted from the audited financial statements for that year, which have been
delivered to the Registrar of Companies. The independent auditor’s report on
those financial statements, in accordance with Chapter 3, Part 16 of the
Companies Act 2006, was unqualified. This half-yearly report has not been
reviewed by the Company’s auditor.
3. Loss per share
The loss per share is based on 1,647,303,176 Ordinary shares (30 June 2024:
1,630,116,808 and 31 December 2024: 1,644,900,726), being the weighted average
number of shares in issue during the period. There are no potentially dilutive
capital instruments in issue and so no diluted returns per share figures are
relevant. The basic and diluted earnings per share are therefore identical.
4. Net asset value per share
30 June 30 June 31 December
2025 2024 2024
Net assets (£’000) 786,495 892,520 831,358
Ordinary shares in issue 1,647,726,059 1,666,741,092 1,647,212,355
Net asset value per share 47.7p 53.5p 50.5p
5. Dividends
On 29 May 2025, a 0.5p second interim dividend relating to the 2024 financial
year was paid.
6. Buybacks and allotments
During the six months to 30 June 2025, the Company did not repurchase any
Ordinary shares (six months ended 30 June 2024: 47,758,782 Ordinary shares at
a weighted average price of 58.6p per share; year ended 31 December 2024:
67,287,519 Ordinary shares at a weighted average price of 56.5p per share).
During the six months to 30 June 2025, 513,704 shares were issued at a
weighted average price of 50.0p per share (six months ended 30 June 2024:
120,898,782 shares at a weighted average price of 65.5p per share; year ended
31 December 2024: 120,898,782 shares at a weighted average price of 65.5p per
share).
7. Related party transactions
Octopus acts as the Portfolio Manager of the Company. Under the management
agreement, Octopus receives a fee of 2% per annum of the net assets of the
Company for the investment management services, but in respect of funds raised
by the Company under the 2018 Offer and thereafter (and subject to the Company
having a cash reserve of 10% of its NAV), the annual management charge on
uninvested cash will be the lower of either (i) the actual return that the
Company receives on its cash and funds that are the equivalent of cash subject
to a 0% floor and (ii) 2%. During the period, the Company incurred management
fees of £8,251,000 payable to Octopus (30 June 2024: £10,089,000; 31
December 2024: £19,079,000), which were fully settled by 30 June 2025.
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 incurred non-investment
services fees of £1,067,000 payable to Octopus (30 June 2024: £1,047,000; 31
December 2024: £2,078,000), which were fully settled by 30 June 2025.
In addition, Octopus is entitled to performance-related incentive fees. The
incentive fee arrangements were designed to make sure 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. There were no performance-related
fees accrued for the six months to 30 June 2025 (30 June 2024: £nil; 31
December 2024: £nil).
Octopus received £0.01 million in the period to 30 June 2025 (30 June 2024:
£0.02 million and 31 December 2024: £0.04 million) 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.
Titan owns Zenith Holding Company Limited, which owns a share in Zenith LP, a
fund managed by Octopus.
In the period, Octopus Investments Nominees Limited (OINL) did not purchase
Titan shares from shareholders. As at 30 June 2025, no Titan shares were held
by OINL (30 June 2024: no shares; 31 December 2024: no shares) as beneficial
owner. Throughout the period to 30 June 2025, OINL did not purchase any shares
(30 June 2024: 7,840; 31 December 2024: 65,000 shares) at a cost of £nil (30
June 2024: £5,000; 31 December 2024: £36,000) and did not sell any shares
(30 June 2024: 7,840; 31 December 2024: 65,000 shares) for nil proceeds (30
June 2024: £5,000; 31 December 2024: £34,000). This is classed as a related
party transaction as Octopus, the Portfolio Manager, and OINL are part of the
same group of companies. Any future transactions in which OINL assumes legal
and beneficial ownership of Company shares, will be announced to the market as
required by the UK Listing Rules 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.
The Directors received the following dividends from Titan:
Period to Period to Year to
30 June 30 June 31 December
2025 2024 2024
Tom Leader (Chair) 241 1,792 1,464
Jane O'Riordan 779 4,268 4,766
Lord Rockley 395 2,945 2,406
Gaenor Bagley 121 904 738
Julie Nahid Rahman 22 85 138
Rupert Dickinson (1) - - -
1. Rupert Dickinson was appointed as a Director on 1 May 2024.
8. Voting rights and equity management
The following table shows the percentage voting rights held by Titan of each
of the top ten investments held in Titan, on a fully diluted basis.
% equity
Investments held by Titan
Mr & Mrs Oliver Ltd (trading as Skin+Me) 20.6%
Amplience Limited 21.4%
Elliptic Enterprises Limited 11.3%
Many Group Ltd (trading as Many Pets) 7.5%
Vitesse PSP Limited 9.8%
Digital Therapeutics (trading as Pelago, formerly Quit Genius) 14.0%
Permutive Inc. 17.2%
The Justice Platform Inc. (trading as Legl) 20.1%
vHive Tech Limited 19.0%
Token.IO Limited 13.0%
9. Post balance sheet events
The following events occurred between the balance sheet date and the signing
of this half‑yearly report:
* On 23 July 2025, Papercup issued a voluntary wind up notice, and as part of
this process the Company is expecting a proportion of its total investment to
be returned.
* The new IMNISA was signed by the board on 11 September 2025 and the
pre-existing investment management and non-investment services agreements were
terminated.
* A GM has been scheduled for 1pm on 14 October 2025 at which shareholders
have been asked to vote on a new Investment Policy for the Company.
10. Half-Yearly Report
The unaudited half-yearly report for the six months ended 30 June 2025 will
shortly be available to view
at https://octopusinvestments.com/our-products/venture-capital-trusts/octopus-titan-vct/
A copy of the report will be submitted to the National Storage Mechanism and
will be available for inspection
at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
For further information please contact:
Rachel Peat
Octopus Company Secretarial Services Limited
Tel: +44 (0)80 0316 2067
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