Final Results

Octopus AIM VCT 2 plc

Final Results

Octopus AIM VCT 2 plc today announces the final results for the year ended 30 November 2025.

Octopus AIM VCT 2 plc (the ‘Company’) is a Venture Capital Trust (VCT) which aims to provide shareholders with attractive tax-free dividends and long-term capital growth by investing in a diverse portfolio of predominantly AIM-traded companies. The Company is managed by Octopus Investments Limited (‘Octopus’ or the ‘Investment Manager’).

Highlights

¹ NAV per share is calculated on the underlying assets less liabilities of the Company divided by the number of shares.

² Total return is an alternative performance measure calculated as movement in NAV per share in the period plus dividends paid in the period, divided by the NAV per share at the beginning of the period.

³ Subject to shareholder approval at the Annual General Meeting, the proposed final dividend will be paid on 29 May 2026 to shareholders on the register on 1 May 2026.

⁴ The Board has declared a special dividend of 3.6p, to be paid on 1 April 2026 to shareholders on the register on 13 March 2026.

⁵ Ongoing charges is an alternative performance measure calculated using the AIC recommended methodology.

⁶ Octopus AIM VCT 2 plc was launched in March 2006.

Chair’s statement

Introduction

The year to 30 November 2025 was shaped by ongoing global uncertainty, yet the UK economy proved resilient. UK inflation continued its steady fall toward the Bank of England’s target, and three interest rate cuts during the year helped bolster confidence across financial markets. Despite the impact of geopolitical upsets, domestic growth proved stronger than expected, and consumer and business sentiment improved accordingly. Encouragingly, equity markets performed well overall, with UK valuations continuing to draw interest from strategic and private equity buyers, particularly among smaller growth companies on AIM where valuations remained at historic lows throughout the year.

IPO activity regained momentum over the period, most strongly in the final quarter of the financial year. Additionally, secondary fundraising activity also strengthened over the period, reflecting growing investor appetite and entrepreneurial confidence. AIM companies raised approximately £2.7 billion during the year, which represents around 50% more than the prior year. The Company invested £2.5 million in new qualifying opportunities and £1.1 million into follow-on investments, maintaining a disciplined approach against a robust and growing pipeline. The recent update to VCT rules, aimed at ensuring continued support for genuine early stage innovation while providing greater flexibility around follow-on investments, are a welcome development. Against this more constructive backdrop, the Board remains positive about the prospects for the year ahead.

Performance

The Company delivered a stable performance over the year, with a net asset value total return of 0.0% after adding back dividends. This was an encouraging improvement from the decline reported at the interim stage. As seen from the comparative performance table below, although the Company’s relative performance lagged broader indices, this was largely due to continued investor caution toward smaller growth companies and the portfolio’s limited exposure to some of the year’s strongest performing sectors, such as mining and financials, which fall outside the Company’s investment remit.

Encouragingly, portfolio company fundamentals remain solid, positioning the Company to take advantage of the gradual recovery in confidence and liquidity within the VCT qualifying smaller company segment of AIM.

Dividends

In November 2025 an interim dividend of 1.8p was paid to all shareholders. The Board is recommending a final dividend in respect of the year to 30 November 2025 of 1.8p per share totalling 3.6p in respect of the year, which is a 9.4% yield¹ on the prior year closing share price of 38.4p, all paid from special distributable reserves. This is in line with the current policy of maintaining a minimum annual dividend payment of 3.6p per share or a 5% yield based on the prior year closing share price, whichever is the greater. Subject to the approval of shareholders at the Annual General Meeting (AGM), the final dividend will be paid on 29 May 2026 to shareholders on the register on 1 May 2026.

In addition, as a result of taking exceptional profits in a number of long-term holdings during the year, most notably the full disposal of Breedon Group, Learning Technologies Group and Intelligent Ultrasound Group, the Board has declared a special dividend of 3.6p which will be paid on 1 April 2026.

As communicated in the half‑year report, the Company has updated its dividend policy. The Board now intends to target an annual dividend of 6% of the opening NAV, with the flexibility to pay additional special dividends where there are significant portfolio realisations. The first dividends under the revised policy are expected to be paid in November 2026.

Shareholders are encouraged to ensure that the details held for them by the registrar remain accurate and to check whether they have received all dividends payable to them. This is particularly important for those who move house or change their bank account or email address. We are aware that some dividends remain unclaimed by shareholders, so if you believe you are impacted by this, please contact our registrar, Computershare.

¹ Dividend yield is an alternative performance measure calculated as the total dividends divided by the closing share price as described in the Glossary of terms.

Board Changes

Having been on the Board and Chair for nearly 21 years, it is my intention to retire from the Board with effect from the conclusion of this year’s Annual General Meeting on 19 May 2026. The Board have considered the skills and experience of existing Directors and determined that Andy Raynor will succeed me as Chair of the Company upon my retirement. Brad Ormsby will replace Andy Raynor as Audit Committee Chair of the Company. Recruitment for a further Non-executive Director is ongoing and an update will be provided in due course.

Cancellation of share premium account

At the last AGM, shareholders voted to cancel share premium to increase the pool of distributable reserves by the amount of £12.0 million. This is a regular occurrence to enable the continued payment of dividends and buyback of shares. A special resolution to this effect is being proposed at Resolution 13.

Dividend reinvestment scheme

In common with a number of other VCTs, the Company has established a dividend reinvestment scheme (DRIS) following approval at the AGM in 2014. Some shareholders have already taken advantage of this opportunity. For investors who do not need income, but value the additional tax relief on their reinvested dividends, this is an attractive scheme and I hope that more shareholders will find it useful. Over the course of the year 3,784,407 new shares have been issued under this scheme, returning £1.4 million to the Company. The final and special dividend referred will be eligible for the DRIS.

Share issue

On 12 January 2026, a prospectus offer was launched alongside Octopus AIM VCT plc to raise a combined total of up to £30 million, with a £30 million over-allotment facility.

Share buybacks

During the year to 30 November 2025 the Company continued to buy back shares in the market from selling shareholders and purchased 8,808,822 Ordinary shares for a total consideration of £3.2 million. We have maintained a discount of approximately 4.5% to NAV (equating to up to a 5% discount to the selling shareholder after costs), which the Board monitors and intends to retain as a policy which fairly balances the interests of both remaining and selling shareholders. Buybacks remain an essential practice for VCTs, as providing a means of selling is an important part of the initial investment decision and has enabled the Company to grow. As such, I hope you will all support the appropriate resolution at the AGM.

Liquidity

Shareholders may be interested to know that at the year end, 36.0% of the Company’s net assets were held in cash or collective investment funds including funds managed by the team at Octopus and money market funds, providing short-term liquidity. 47.2% was invested in individual quoted shares and 17.1% was held in unquoted single company investments. The proportion of the portfolio represented by unquoted shares has increased over the period, not because of additional investment in the sector, but because of strong individual performances from some of the holdings, notably Hasgrove Limited and Popsa Holdings Ltd. Hasgrove’s valuation increase reflected a bid approach and sale which completed post‑year‑end. Excluding Hasgrove the proportion of unquoted investments would have been 4.9% of net assets at the year end. Shareholders should be aware that a proportion of the quoted securities may have limited liquidity owing to the size of the portfolio company and the overall proportion held by the VCT.

VCT status

Shoosmiths LLP provide the Board and Investment Manager with advice concerning continuing compliance with HMRC regulations for VCTs. The Board has been advised that the Company is in compliance with the conditions laid down by HMRC for maintaining approval as a VCT. A key requirement is to maintain at least an 80% qualifying investment level according to HMRC definitions. As at 30 November 2025, the level was 90%.

Annual General Meeting

The AGM will take place on 19 May 2026 at 10.30am. Further information can be found in the Notice of Annual General Meeting. The Investment Manager will provide an update on the Company’s activities and future plans at the AGM.

Formal notices will be sent to shareholders by their preferred method (email or post) and shareholders are encouraged to submit their votes by proxy. We always welcome questions from our shareholders at the AGM. Please send these via email to by 5.00pm on 14 May 2026 if you are unable to attend the AGM in person.

If your shares are held through a nominee account, formal notices will be sent to your nominee.

Outlook

Looking ahead, the Board remains cautiously optimistic. Although global uncertainty continues to influence market sentiment and appetite for risk, the trading outlook for small UK growth companies remains encouraging. Inflation is moving closer to the Bank of England’s target, while both business and consumer confidence are starting to recover. Recent interest rate cuts have also created a more supportive environment for equity markets. Early signs of renewed investor engagement, combined with attractive valuations, are providing a constructive backdrop for selective investment. In addition, the VCT rule changes announced in the November Autumn Budget further underscore the importance of VCTs as a vital platform for investing in small, high-growth AIM companies.

The portfolio contains 72 holdings across a range of sectors with exposure to some exciting new companies and technologies and it is well positioned to capitalise on emerging opportunities with a strong pipeline and disciplined long‑term approach.

Keith Mullins

Chair

Investment Manager’s review

Introduction

The UK economy showed encouraging signs of resilience despite the year to 30 November 2025 being marked by ongoing global macroeconomic uncertainty. Against a difficult backdrop of elevated geopolitical tensions at the start of 2025, supply chain disruption (due to ongoing US-China trade tensions) and periods of pronounced volatility linked to tariff negotiations and wider global conflict, domestic economic performance proved more robust than anticipated. Supported by strong services sector performance, UK GDP grew by 1.4% over the period. Furthermore, inflation moved closer to target, and the Bank of England implemented three interest rate reductions, lowering the base rate by a total of 75 basis points over the period.

Within this environment, UK capital market performance showed slow but gradual positive momentum as the year progressed and as investor confidence returned. Disappointingly, but not surprisingly, risk appetite remained muted, with investors continuing to favour larger, more established companies, as reflected in the relative outperformance of the large cap indices compared with AIM. Primary market activity remained subdued in the first half of the year, however signs of recovery in IPOs came later in the second half of the year signalling improvement in market sentiment and growing recognition of the UK’s relative political and economic stability as an important underpin for its longer term investment appeal.

Following successful advocacy by the VCT community earlier in the year, the Autumn Budget introduced significant VCT rule changes, effective from 6 April 2026. These welcome reforms substantially expand the scheme’s scope to better support scaling AIM-listed growth companies, raising the gross assets test to £30 million pre-investment (from £15 million) and £35 million post-investment (from £16 million), doubling annual company fundraising limits to £10 million (£20 million for knowledge-intensive companies), and increasing lifetime investment caps to £24 million (£40 million for knowledge-intensive). While investor income tax relief was reduced from 30% to 20%, the significantly broader qualifying criteria represent a major positive development, reinforcing the VCT sector’s vital role in providing growth capital for innovative smaller businesses.

The Alternative Investment Market

2025 marked AIM’s 30th anniversary, reaffirming its vital role as a primary funding platform for innovative UK smaller growth companies, enabling many to secure the capital needed to scale successfully. During the year, AIM proved a reliable source of capital, raising £2.7 billion, a marked increase from £1.8 billion the prior period. New IPOs rose over 50% to 14 underscoring sustained demand from investors and ambitious businesses. Earnings resilience was evident across much of the index, with numerous companies issuing positive trading updates despite local and global headwinds. Valuation multiples nonetheless remained below long-term averages, presenting compelling acquisition opportunities for private equity and strategic buyers seeking high quality dynamic companies, a few of which materialised within the portfolio as detailed later.

Following a muted start to the year, the London Stock Exchange (LSE) finally turned its attention to reinforcing AIM’s position as Europe’s leading growth market. In April, the LSE published its discussion paper Shaping the Future of AIM, inviting feedback from market participants including ourselves; the subsequent feedback statement in November outlined initial development priorities across key areas. This represents an important step toward ensuring AIM remains fit for purpose in a dynamic market and continues to nurture the growth ecosystem it was designed to support.

Close behind came the Autumn Budget’s welcome VCT rule changes at the end of November. While the reduction in upfront income tax relief was disappointing, the substantial expansion of qualifying investment limits including the gross assets test and lifetime caps will significantly widen the opportunity set and bolster AIM’s capacity to deliver growth capital over the long term. Octopus has actively contributed to industry consultations advocating these reforms, and we welcome the Government’s continued support for VCTs as a transformational source of patient capital for AIM companies. Encouragingly, the positive momentum around these changes has carried into 2026 and is expected to accelerate further.

Performance

After adding back dividends of 3.6p paid during the year, the NAV total return was flat, an encouraging recovery from the decline reported in the half-year results. This compared to total returns of 4.9% for the FTSE AIM All-Share Index, 8.1% for the FTSE SmallCap (excluding investment companies), and 20.0% for the FTSE All-Share Index. While the NAV trailed the AIM benchmark, this largely reflected broader market dynamics alongside portfolio positioning.

Investor sentiment remained cautious toward smaller high-growth companies, particularly those exposed to US tariffs and global supply chain pressures. The portfolio’s limited exposure to mining and financials, two of the strongest sectors over the period and typically outside VCT qualifying criteria, further contributed to the relative divergence. Non-Energy Minerals drove much of the FTSE AIM All-Share’s gains, propelled by rising precious metal prices (particularly gold), while the FTSE All-Share benefited from broader sector strength led by major banks, pharmaceuticals (AstraZeneca, GSK), defence (Rolls-Royce), and retailers and industrial services in the FTSE SmallCap index.

Portfolio review

The Company’s well-diversified portfolio of established companies provides resilience, though individual holdings inevitably influence overall returns. GB Group was the largest detractor. Despite results meeting expectations, shares weakened amid uncertainty over U.S. growth prospects due to tariff-driven volatility. The transition to the Main Market in October triggered selling pressure from AIM-mandated funds, which impacted its share price. However, VCT regulations enabled us to retain the holding for a more favourable long-term outcome as we believe the company is well positioned to benefit from the growth in its sector. Judges Scientific missed market expectations in a softer trading environment, partly due to reduced public research spending following U.S. federal funding cuts. Nonetheless, it remains a high-quality operator of defensible niche businesses with strong profitability. GENinCode’s shares declined sharply over the year due to U.S. regulatory delays in its FDA De Novo submission, compounded by slower-than-expected interim revenue growth. The company continues advancing toward significant commercial potential in cardiovascular diagnostics. PCI-PAL’s share price has been weak over the last few months despite solid operations, including 25% revenue growth (with increased recurring revenue), stable margins, reduced losses, and progress on strategic partnerships such as U.S. healthcare sector integration, creating value the market should recognise in time.

There were also a number of companies who delivered a significant positive contribution towards performance. Aurrigo delivered strong updates, driven by global demand for its autonomous airside solutions and new contract wins. The AutoCargo launch opened a promising vertical, highlighting long-term potential. We supported this new development with a new and follow-on investments, the latter co-led by strategic investor Next Gen Mobility Limited to bolster its balance sheet. Haydale advanced commercially, with its JustHeat range securing pilot deployments, UL certification for U.S./Canadian sales, and multiple contract wins, driving positive valuation momentum. Netcall traded strongly across its automation and customer-engagement platforms, backed by robust revenue visibility and a healthy pipeline. Gear4music improved profitability through operational efficiencies, disciplined inventory management, stable demand, and strengthening gross margins.

Unquoted investments

Hasgrove’s valuation increased materially during the year, driven by consistent operational performance and a bid approach from Castik Capital. The transaction, which completed post year end, valued the business at approximately 7x ARR and delivered a profit in excess of £9 million for the Company, an excellent outcome reflective of our long term investment approach. Popsa continued to scale effectively, reaching 2.5 million customers in 2025 and delivering strong revenue growth. International expansion remains a core driver, and the company’s valuation was adjusted upward over the period reflecting this.

New and follow-on investments

Below we have highlighted the six investments made during the year into VCT‑qualifying companies, comprising three follow‑on investments and three new investments, at a total cost of £3.6 million. We added three new VCT non-qualifying investments totalling £1.0 million for the year. This made a total investment of £4.6 million, a decrease on last year’s £6.9 million. Below we have put a spotlight on the VCT-qualifying investments made in the period.

• KRM22 plc £0.2 million – Follow-on – Develops risk management software designed to help financial services firms improve oversight and reduce operational risks.
• Abingdon Health plc £0.6 million – Follow-on – A leading international provider of lateral flow diagnostics, offering contract research, development, and manufacturing services.
• GENinCode plc £0.3 million – Follow-on – Specialises in genetic testing used to assess cardiovascular risk.
• Aurrigo International plc £1.1 million – New – Designs fully integrated airside technology solutions for the aviation sector, improving operational efficiency and safety.
• RC Fornax plc £0.8 million – New – An engineering consultancy providing specialised technical solutions for the defence industry.
• Windar Photonics plc £0.6 million – New – A manufacturer of LiDAR‑based optimisation systems that enhance wind turbine efficiency and performance.

Disposals

During the year, we sold partial holdings of two companies taking profits from rising share prices. We had full disposal of fourteen companies in the period and together all disposals generated net profits of £5.6 million over the original cost and generated cash proceeds of £13.2 million. As ever we maintained our sell discipline in the period, taking advantage of price volatility and blocks of liquidity in the market to take profits for holdings and also fully exit positions as required.

The successful sale of Breedon, following its earlier migration to the Main Market, continues to demonstrate the meaningful long-term value that can be achieved through patient investment in quality businesses. Learning Technologies Group and Intelligent Ultrasound Group were both sold following bid approaches from PE investors, to whom the value in the UK market is clearly apparent. We chose to dispose of our investment in RC Fornax in full, following a disappointing start to life on public markets with the business unable to capitalise on the supportive environment for Defence spending.

Significant realisations

Breedon Group

• Cash proceeds: £4.3 million
• Invested: £0.6 million
• Investment date: 2010
• Profit return: 615%
• Sector: Construction & Building
  
  
  
  

Learning Technologies Group

• Cash proceeds: £3.1 million
• Invested: £0.7 million
• Investment date: 2011
• Profit return: 340%
• Sector: Support Services
  
  
  
  

Intelligent Ultrasound Group

• Cash proceeds: £1.9 million
• Invested: £1.5 million
• Investment date: 2010
• Profit return: 25%
• Sector: Engineering & Machinery
  
  
  
  

Liquidity management

Non-qualifying investments are used to manage liquidity while awaiting new qualifying investment opportunities and we continue to hold some existing non-qualifying AIM holdings where we see the opportunity for further share price progress. During the year we increased our holdings in the FP Octopus Future Generations Fund, investing a total of £0.3 million over the period, and disposed of part of our holding in FP Octopus UK Multi Cap Income Fund for £0.6 million.

Outlook and future prospects

The outlook for 2026 remains promising, with strengthening foundations for UK growth companies amid ongoing geopolitical and market uncertainties. The UK economy has demonstrated resilience, as inflation edges toward the Bank of England’s target, consumer and business confidence improves, and further interest-rate cuts create a supportive environment for equity markets. Valuations for small and mid-cap companies continue to offer historically attractive entry points, fostering early signs of renewed investor interest. For the VCT sector, recent reforms mark a significant advancement, expanding qualifying company thresholds and investment limits to broaden the investable universe and align with the needs of dynamic small growth company ambitions. Though the reduced upfront income-tax relief is disappointing, these enhancements are poised to drive larger AIM capital raises across technology, healthcare, industrial innovation, and other key sectors essential to long term UK economic growth.

Post year-end, the Company achieved strong capital deployment, buoyed by enhanced market activity, improving market sentiment and a robust pipeline of opportunities. While short-term volatility may continue, supportive policies, compelling valuations, and improving market dynamics create an optimistic backdrop. The Company is well positioned to benefit from this investment environment, selectively investing in high-growth businesses to deliver shareholder value.

The Octopus Quoted Companies team

Octopus Investments Limited

Top 10 investments by value as at 30 November 2025

Here, we set out the cost and valuation of the top ten holdings, which account for over 56% of the value of the portfolio.

¹ After the year end, the Company realised its investment in Hasgrove Limited for proceeds of £9,419,893.

Viability statement

As part of their continuing programme of monitoring risk the Directors have assessed the prospects of the Company over a longer period than the minimum of twelve months required by the ‘going concern’ provision. The Board conducted this review for a period of five years, which was considered to be a reasonable time horizon given that the Company has raised funds under an offer for subscription and, 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 the Company’s strategy, including investor demand for the Company’s shares, and a five-year period is considered to be a reasonable time horizon for this.

The Board carried out a robust assessment of the emerging and principal risks facing the Company and its current position. This includes the impact of economic, market, political, and geo-political uncertainty and any other risks which may adversely impact its business model such as future performance, solvency or liquidity. Particular consideration was given to the Company’s reliance on, and close working relationship with, the Investment Manager and the ability to raise new capital. The principal risks faced by the Company and the procedures in place to monitor and mitigate them are set out below.

The Board has also considered the liquidity of the underlying investments and the Company’s cash flow projections and found these to be realistic and reasonable. The Company’s cash flow includes cash equivalents which are short-term, highly liquid investments.

Based on the above assessment the Board confirms that it has a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the five-year period to 30 November 2030.

Risk and risk management

Principal risks, risk management and regulatory environment

The Board carries out a regular review of the risk environment in which the Company operates. The Board seeks to mitigate risks by setting policy, reviewing 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. Detailed below are what the Board deems to be the principal risks of the Company and the mitigating actions in relation to those risks.

¹ Since 30 November 2024

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.

The following are some of the potential emerging risks management and the Board are currently monitoring:

• adverse changes in global macroeconomic environment;
• geo-political tensions; and
• climate change.
  
  
  
  

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 laws and regulations. They are also responsible for ensuring that the annual report and accounts include information required by the Listing Rules of the Financial Conduct Authority.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (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, a Directors’ Report and Directors’ Remuneration Report which comply with the requirements of the Companies Act 2006.
  
  
  
  

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions, to disclose with reasonable accuracy at any time the financial position of the Company and to 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.

The Directors are responsible for ensuring that the annual report and accounts, taken as a whole, are fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s performance, business model and strategy.

In so far 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 accounts in accordance with applicable laws 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 accounts (including the Strategic Report), give a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.

On behalf of the Board

Keith Mullins

Chair

Income statement

•The ‘Total’ column of this statement represents the statutory income statement of the Company prepared in accordance with the accounting policies detailed in the Notes to the financial statements; the supplementary revenue return and capital return columns have been prepared in accordance with the AIC Statement of Recommended Practice.

• All revenue and capital items in the above statement derive from continuing operations.

• The Company has only one class of business and derives its income from investments made in shares and securities and money market funds, as well as OEIC funds.

The Company has no recognised gains or losses other than the results for the period as set out above. Accordingly, a statement of comprehensive income is not required.

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

Balance sheet

The statements were approved by the Directors and authorised for issue on 3 March 2026 and are signed on their behalf by:

Keith Mullins

Chair

Company No: 05528235

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

Statement of changes in equity

¹Included within these reserves is an amount of £64,433,000 (2024: £60,845,000) which is considered distributable to shareholders under Companies Act rules. The Income Taxes Act 2007 restricts distribution of capital from reserves created by the conversion of the share premium account into a special distributable reserve until the third anniversary of the share allotment that led to the creation of that part of the share premium account. As at 30 November 2025, £37,346,000 of the special reserve is distributable under this restriction.

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

Cash flow statement

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

Events after the end of the reporting period

The following events occurred between the balance sheet date and the signing of these financial statements:

• a full disposal of 169,514 shares in Hasgrove Limited for total consideration of £9,419,893.
  
  
  
  

The following shares have been bought back since the year end:

• 18 December 2025: 1,968,953 shares at a price of 35.37p per share.
• 22 January 2026: 1,455,988 shares at a price of 36.17p per share.
• 19 February 2026: 877,140 shares at a price of 35.47p per share.
  
  
  
  

Notes to the financial statements

1. Significant accounting policies

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

The Company’s principal activity is to invest in a diverse portfolio of predominantly AIM-traded companies with the objective of providing shareholders with attractive tax-free dividends and long-term capital growth.

Basis of preparation

The financial statements have been prepared under the historical cost convention, except for the measurement at fair value of certain financial instruments, and in accordance with UK Generally Accepted Accounting Practice (GAAP), including Financial Reporting Standard 102 – ‘The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland’ (FRS 102), and with the Companies Act 2006 and the Statement of Recommended Practice (SORP) ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts (issued 2014 and updated in July 2022)’.

The significant accounting policies have remained unchanged since those set out in the Company’s 2024 annual report and accounts. A summary of the principal accounting policies is set out below.

FRS 102 sections 11 and 12 have been adopted with regard to the Company’s financial instruments. The Company held all fixed asset investments at fair value through profit or loss (FVTPL); therefore all gains and losses arising from such investments held are attributable to financial assets held at FVTPL. Accordingly, all interest income, fee income, expenses and gains and losses on investments are attributable to assets held at FVTPL.

2. Income

Accounting policy

Investment income includes interest earned on money market securities and shown net of income tax withheld at source. Dividend income is shown net of any related tax credit. Dividends are allocated to revenue or capital depending on whether the dividend is of a revenue or capital nature.

Dividends receivable are recognised when the Company’s right to receive payment is established and it is probable that payment will be received. Fixed returns on debt and money market securities are recognised on a time apportionment basis so as to reflect the effective yield, provided there is no reasonable doubt that payment will be received in due course.

Disclosure

3. Investment management fees

Octopus provides investment management and accounting and administration services to the Company under a management agreement which may be terminated at any time thereafter by not less than 12 months’ notice given by either party. No compensation is payable in the event of terminating the agreement by either party, if the required notice period is given. The fee payable, should insufficient notice be given, will be equal to the fee that would have been paid should continuous service be provided, or the required notice period was given. The management fee is an annual charge and is set at 2% of the Company’s net assets. The Investment Manager is not entitled to any annual performance incentive scheme.

During the year Octopus charged gross management fees of £1,598,000 (2024: £1,708,000). When the various allowances detailed below are included, the net management fee for the year is £1,303,000 (2024: £1,411,000). At the year end £336,000 was payable to Octopus (2024: £379,000). Octopus received £97,000 as a result of upfront fees charged on allotments of Ordinary shares (2024: £189,000). The increase in upfront fees this year has proportionately increased in line with the value of allotments in the year.

The Company pays ongoing adviser charges to independent financial advisers (IFAs). Ongoing adviser charges are an ongoing fee of up to 0.5% per annum of the amount invested for a maximum of nine years paid to Advisers who are on an advised and ongoing fee structure. The Company is rebated for this cost by way of a reduction in the annual management fee. For the year to 30 November 2025 the rebate received was £83,000 (2024: £108,000).

The Company also facilitates upfront fees to IFAs where an investor has invested through a financial adviser and has received upfront advice. Where an investor agrees to an upfront fee only, the Company can facilitate a payment of an initial adviser charge of up to 4.5% of the investment amount. If the investor chooses to pay their intermediary/adviser less than the maximum initial adviser charge, the remaining amount will be used for the issue and allotment of additional new shares for the investor. In these circumstances the Company does not facilitate ongoing annual payments. To ensure that the Company is not financially disadvantaged by such payment, a notional ongoing adviser charge equivalent to 0.5% per annum of the amount invested will be deemed to have been paid by the Company for a period of nine years. The Company is rebated for this cost, also by way of a reduction in the annual management fee. For the year to 30 November 2025 the rebate received was £163,000 (2024: £134,000).

The Company also receives a reduction in the management fee for the investments in other Octopus managed funds, being the Multi Cap, Micro Cap Growth and Future Generations products, to ensure the Company is not double charged on these products. This amounted to £54,000 for the year to 30 November 2025 (2024: £55,000).

The management fee has been allocated 25% to revenue and 75% to capital, in line with the Board’s expected long-term return in the form of income and capital gains respectively from the Company’s investment portfolio.

4. Other expenses

Accounting policy

All expenses are accounted for on an accruals basis and are charged wholly to revenue, apart from management fees which are charged 25% to revenue and 75% to capital.

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

Disclosure

The fees payable to the Company’s auditor above are stated net of VAT and the VAT is included within other administration expenses. No non-audit services were provided by the Company’s auditor.

The ongoing charges of the Company were 2.3% of average net assets during the year to 30 November 2025 (2024: 2.4%).

5. Tax

Accounting policy

Current tax is recognised for the amount of income tax payable in respect of the taxable profit/(loss) for the current or past reporting periods using the current UK corporation tax rate. The tax effect of different items of income/gain and expenditure/loss is allocated between capital and revenue return on the ‘marginal’ basis as recommended in the SORP.

Deferred tax is recognised on an undiscounted basis in respect of all timing differences that have originated but not reversed at the balance sheet date, except as otherwise indicated.

Deferred tax assets are only recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Disclosure

The corporation tax charge for the year was £nil (2024: £nil).

Approved VCTs are exempt from tax on capital gains within the Company. Since the Board intends that the Company will continue to conduct its affairs so as to maintain its approval as a VCT, no deferred tax has been provided in respect of any capital gains or losses arising on the revaluation or disposal of investments.

As at 30 November 2025, there is an unrecognised deferred tax asset of £5,648,000 (2024: £5,450,000) in respect of surplus management expenses of £22,591,000 (2024: £21,800,000), based on a prospective tax rate of 25% (2024: 25%). This deferred tax asset could in future be used against taxable profits.

Provided the Company continues to maintain its current investment profile, it is unlikely that the surplus management expenses will be utilised and that the Company will obtain any benefit from this asset.

6. Dividends

Accounting policy

Dividends payable are recognised as distributions in the financial statements when the Company’s liability to make a 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

During the year £1,392,000 (2024: £2,452,000) of dividends were reinvested under the DRIS.

Under Section 32 of FRS 102 ‘Events After the end of the Reporting Period’, dividends payable at year end are not recognised as a liability. Details of these dividends and all other dividends declared in the year are set out below.

The above proposed final dividend is based on the number of shares in issue at the date of this report. The actual dividend paid may differ from this number as the dividend payable will be based on the number of shares in issue on the record date and will reflect any changes in the share capital between the year end and the record date.

7. Earnings per share

The profit/(loss) per share is based on 207,798,492 (2024: 184,864,715) Ordinary shares, being the weighted average number of Ordinary shares in issue during the year, and the profit on ordinary activities after tax for the year of £167,000 (2024: loss of £399,000).

There are no potentially dilutive capital instruments in issue and, as such, the basic and diluted earnings per share are identical.

8. Net asset value per share

There are no potentially dilutive capital instruments in issue and, as such, the basic and diluted NAV per share are identical.

9. Related Party Transactions

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

10. 2025 financial information

The figures and financial information for the year ended 30 November 2025 are extracted from the Company’s annual financial statements for the period and do not constitute statutory accounts. The Company’s annual financial statements for the year to 30 November 2025 have been audited but have not yet been delivered to the Registrar of Companies. The Auditors’ report on the 2025 annual financial statements was unqualified, did not include a reference to any matter to which the auditors drew attention without qualifying the report, and did not contain any statements under Sections 498(2) or 498(3) of the Companies Act 2006.

11. 2024 financial information

The figures and financial information for the period ended 30 November 2024 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.

12. Annual Report and financial statements

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

13. General information

Registered in England & Wales. Company No. 05528235

LEI: 213800BW27BKJCI35L17

14. Directors

Keith Mullins (Chair), Andy Raynor, Brad Ormsby and Virginia (Connelly) Bull

15. Secretary and registered office

Octopus Company Secretarial Services Limited

6th Floor, 33 Holborn, London EC1N 2HT