Octopus Apollo VCT plc
Annual Report
2025
Octopus Investments
33 Holborn
London EC1N 2HT
0800 316 2295
investorsupport@octopusinvestments.com
octopusinvestments.com
Octopus Apollo VCT plc|Annual Report 2025
Octopus Apollo VCT plc
(
‘Apollo’ or the ‘Company’
)
is a Venture Capital Trust
(
VCT
)
which aims to provide
shareholders with attractive tax-free dividends and
long-term capital growth by investing in a diverse
portfolio of predominantly unquoted companies.
The Company is managed by Octopus Investments
Limited
(
‘Octopus’ or the ‘Portfolio Manager’
)
via its investment team, Octopus Ventures.
Octopus Investments’ awards
Find it fast
Strategic report
Highlights 2
Chair’s statement 3
Spotlight on the team 6
Sector breakdown 8
How Apollo works 9
Portfolio Manager’s review 14
Operating responsibly 26
Section 172 statement 31
Risks and risk management 35
Business review 39
Governance
Board of Directors 42
Corporate governance report 44
Leadership and purpose 46
Division of responsibilities 47
Composition, succession and evaluation 48
Audit, risk and internal control 50
Management Engagement Committee 53
Directors’ remuneration report 54
Directors’ report 58
Financials
Directors’ responsibilities statement 63
Independent auditor’s report 64
Financial statements 73
Income statement 73
Balance sheet 74
Statement of changes in equity 75
Cash flow statement 77
Notes to the financial statements 78
Investment portfolio 96
Shareholder information and contact details 98
Glossary of terms 102
Directors and advisers 103
Notice of Annual General Meeting 104
Key dates
Second interim dividend payment date 8 May 2025
Annual General Meeting 10 July 2025
Interim results to
31 July 2025 published October 2025
Spotlight on the team
p.6
Portfolio Manager’s review
p.14
Financials
p.62
2 Octopus Apollo VCT plc — Annual report and financial statements 2025
Highlights
Net assets (£’000)
Cumulative dividends paid since launch
Dividend yield
3
Total value per share
2
Dividend declared Total return per share %
4
Dividends paid in the year
Profit/(loss) after tax (£’000) Net asset value (NAV) per share
1
£482,563
2024: £390,294
90.0p
2024: 87.4p
5.1%
2024: 5.1%
£24,110
2024: £(435)
140.5p
2024: 137.9p
1.3p
2024: 1.3p
2.6p
2024: 2.7p
5.1%
2024: 0.0%
1
NAV per share is calculated as net assets divided by total number of shares, as described in the glossary of terms.
2
Total value per share is calculated by adding together NAV per share and cumulative dividends paid since launch.
3
Dividend yield is calculated as dividends paid in the period, divided by the NAV per share at the beginning of the period.
4
Total return per share % is an alternative performance measure
(
APM
)
calculated as movement in NAV per share in the period plus dividends paid in the period, divided by the NAV per share at the beginning of the period, as
described in the glossary of terms.
50.5p
2024: 50.5p
Octopus Apollo VCT plc — Annual report and financial statements 2025 3
Chair’s statement
Apollo’s total return for the year to 31 January 2025 was 5.1% with the net assets at the end of
the period totalling £483 million.
Performance
I am pleased to present the annual results for Apollo for
the year ended 31 January 2025. The NAV plus cumulative
dividends per share at 31 January 2025 was 140.5p, an
increase of 2.6p per share from 31 January 2024. During
the year the NAV per share remained stable at 50.5p which
represents, after adding back the 2.6p of dividends paid
in the year, a total return for the year of 5.1% compared
to 0% in the previous year. This outcome highlights the
Company’s overall resilience and positive performance,
despite the uncertain macro environment. I also note
several exciting new investments have been made in the
period, showing that the Company is successfully growing
the overall size of the portfolio.
In the twelve months to 31 January 2025, we utilised
£86.1million of our cash resources, comprising £47.1
million in new and follow-on investments, £17.8 million
in dividends
(
net of the Dividend Reinvestment Scheme
(
DRIS
))
, £8.6 million in management fees, £9.0 million in
share buybacks, and £3.6 million in other running costs
such as accounting and administration services and trail
commissions. The cash and liquid resources balance of
£95.7 million at 31January 2025 represented 19.8% of
net assets at that date, compared to £61.3 million, which
represented 15.7% at 31 January 2024. Cash and liquid
resources comprises cash at bank, money market funds
(
MMFs
)
and open ended investment companies
(
OEICs
)
.
Performance incentive fees
Apollo’s performance since 31 January 2024 has given rise
to a performance fee being payable to Octopus of £6.1
million. The performance fee is calculated as 20% on all
gains above the High-Water Mark, the highest total return
as at previous year ends, of 137.9p as at 31 January 2024.
See Notes 3 and 19 of the financial statements for further
details.
Dividends
It is your Board’s policy to maintain a regular dividend
flow where possible to take advantage of the tax-free
distributions a VCT can provide, and work towards the
targeted 5% annual dividend yield policy.
Murray Steele
Chair
Highlights
Apollo’s latest
fundraise:
£75 million
Total return
over five years:
Dividends
paid in 2025:
45.3% 2.6p
4 Octopus Apollo VCT plc — Annual report and financial statements 2025
Chair’s statement
I am pleased to confirm that the Board declared a second
interim dividend of 1.3p per share in respect of the year
ended 31 January 2025. This second interim dividend,
in addition to the 1.3p per share interim dividend paid in
December 2024 brings the total dividends declared to 2.6p
per share in respect of the year ended 31 January 2025.
The dividend was paid on 8May 2025 to shareholders on
the register at 22April 2025. Since inception, we have paid
a total of 91.3p in tax-free dividends per share, comprising
90.0p in previous distributions and an additional 1.3p paid
in May. Considering dividends paid during 2024
(
totalling
2.6p
)
, the total dividend yield for the year is 5.1%, therefore
meeting the Company’s target.
Apollo’s DRIS was introduced in November 2014 and
currently 20.7% of shareholders take advantage of it as
it is an attractive scheme for investors who would prefer
to benefit from additional income tax relief on their
reinvested dividend. I hope that shareholders will find this
scheme beneficial. During the year to 31 January 2025,
10,800,892 shares were issued under the DRIS, equating to
a reinvested amount of £5.3 million.
Fundraise and share buybacks
On 19 March 2024, the Company closed its offer to raise
£50 million, which led the Board to increase the offer
by a further £35 million. I am pleased to report that we
successfully raised the full £85 million, closing the offer on
24 September 2024.
Following on from this, on 23 October 2024, the Company
launched an offer to raise a further £50 million with an
over-allotment facility for a further £25 million. I am
delighted to report that we raised the full £75 million, so
the offer closed fully subscribed on 21 March 2025. We
would like to take this opportunity to welcome all new
shareholders and thank all existing shareholders for their
continued support.
Apollo has continued to buy back and cancel shares as
required. Subject to shareholder approval of resolution 10
at the forthcoming Annual General Meeting
(
AGM
)
, this
facility will remain in place to provide liquidity to investors
who may wish to sell their shares, subject to the Board’s
discretion. Details of the share buybacks undertaken
during the year can be found in the Directors’ Report on
page 60 and in Note 14 to the financial statements on
page 90.
Dividends, whether paid in cash or reinvested under the
DRIS, and share buybacks are always at the discretion of
the Board, are never guaranteed and may be reviewed
when necessary.
VCT sunset clause
In November 2023, a ten-year extension was announced
to the ‘sunset clause’
(
a retirement date for the VCT
scheme
)
, meaning VCT tax reliefs will be available until
5April 2035. This extension passed through Parliament in
February 2024 and on 3 September 2024 His Majesty’s
Treasury brought the extension into effect through The
Finance Act 2024.
Board of Directors
Alex Hambro, having originally been appointed to the
Board of Octopus Eclipse VCT 3 and 4 PLC in 2005, and
then continuing as a Director following the merger with
the Octopus Apollo VCTs in 2016, has decided to retire
from the Board and will not be seeking re-election at the
forthcoming AGM. It has been a pleasure to work with
Alex, and I would like to take this opportunity to thank
him on behalf of the Board and the shareholders for his
substantial contribution over the years and help in guiding
Apollo through its different phases of growth.
A new Non-Executive Director will be appointed at the
completion of a structured recruitment process, which is
already underway. All the other Directors have indicated
their willingness to remain on the Board, and both Chris
Powles and Gillian Elcock will be seeking re-election at
theAGM.
Alternative Investment Fund
(
AIF
)
As announced on 30 September 2024, the Company
is now classified as a full scope AIF under the European
Union’s AIF Managers Directive
(
AIFMD
)
. This is due to
the Company’s success and continued growth in assets
under management
(
AUM
)
. This regulation is in place to
ensure greater transparency and risk mitigation to protect
investors. It is an exciting milestone for the Company,
and the Board is working closely with Octopus to ensure
all reporting requirements and management protocols
areadopted.
Dividend yield
Dividends paid
to reporting date
5.1%
90.0p
continued
Chair’s statement
Portfolio Manager
As reported in the half-yearly unaudited report, Richard
Court
(
previously Apollo’s Lead Fund Manager
)
, took on
a new role in the period as Head of VCTs and Enterprise
Investment Schemes
(
EIS
)
at Octopus Ventures. Paul
Davidson, a Partner in the Octopus Ventures team, has
replaced Richard as Lead Fund Manager as of September
2024. Paul brings with him eight years of experience,
focusing on Apollo, and has worked closely with the Board
(
alongside Richard
)
for the last three years. The Board would
like to take this opportunity to reiterate its congratulations
to Paul on his new role and to again thank Richard for his
contribution to the Company and wish him well in his new
position. In January 2025, Erin Platts was appointed as new
Chief Executive Officer
(
CEO
)
of Octopus Ventures. More
can be read about her background on page 7.
AGM
The AGM will be held on 10 July 2025 at 10am. Full details
of the business to be conducted at the AGM are given in
the Notice of the Meeting on pages 104 to 107. We will have
a Portfolio Manager’s update at the AGM, supported by
a filmed update from the Portfolio Manager which will be
available on the website at:
https://octopusinvestments.com/apollovct/.
Shareholders’ views are important, and the Board
encourages shareholders to vote on the resolutions by
using the proxy form, or electronically at:
www.investorcentre.co.uk/eproxy.
The Board has carefully considered the business to be
approved at the AGM and recommends shareholders vote
in favour of all the resolutions being proposed.
Outlook
I am pleased with the positive performance over the
last sixmonths, especially whilst the geo-political and
economic landscape has been extremely challenging for
portfolio companies to navigate. The uncertain conditions
which have prevailed for the last couple of years have
meant we have seen portfolio companies’ growth rates
slow as trading conditions have become tougher and
sales cycles have become more protracted. Companies
have also looked to reduce their cash burn and focus on
achieving profitability due to the scarcity and higher cost
of capital. Some protection against these external factors
has been offered by the contracted recurring revenue
models that businesses within the portfolio have.
Over the past 12 months, we have observed a recovery in
the Company’s investment rate, with twice as many new
investments being completed when comparing 2025/24
to 2024/23. Market data supports this trend, showing
more deals completed in the Series B and onwards space
in 2024 compared to the prior year¹. The investment
team is experiencing an increase in deal flow, especially
in the last six months of 2024, and the current pipeline
of opportunities looks very promising. In addition to the
higher deal cadence, we are pleased that the Company
concluded three profitable realisations, compared to one
in the prior year.
VCTs have long provided a compelling opportunity for
UK investors to invest in businesses in a tax-efficient way,
and we look forward to Apollo continuing to do so in the
coming year. I would like to conclude by thanking both the
Board and the Octopus team on behalf of all shareholders
for their hard work.
Murray Steele
Chair
22 May 2025
continued
¹ https://carta.com/uk/en/data/vc-concentration-2024/
Octopus Apollo VCT plc — Annual report and financial statements 2025 5
6 Octopus Apollo VCT plc — Annual report and financial statements 2025
Spotlight on the team
£95 million
having been raised in investment
rounds that Apollo participated in
74%
portfolio companies have grown
their revenue in calendar year 2024
compared to 2023
The Company is managed by Octopus Investments via its investment team, Octopus Ventures.
Apollo is managed by a specialist investment team of 15
that sits within Octopus Ventures. This team has been
expanded in the year by over a third to ensure that it is
adequately resourced and scaling in line with the funds
under management.
The investment team has extensive experience in sourcing
investment opportunities, executing new investments,
and managing portfolio companies that operate within
the business-to-business
(
B2B
)
software sector. This
specialism means they are able to attract some of the
most exciting companies operating within this segment
of technology and then help them grow.
Evidence of this growth can be seen with:
The investment team is one of the most established
investors in this area. Apollo launched in 2006 and today
has a diverse portfolio of over 40 companies. The Apollo
portfolio companies were asked in our annual survey
what factors informed their decision to partner with
Octopus Ventures and 54% of responders answered it
was due to the relationship that they had built with the
team, closely followed by 46% saying sector expertise
and the team’s network also influenced their decision.
Octopus Ventures network and reach
As part of Octopus Ventures, the Apollo VCT investment
team can draw on the resources, knowledge and
experience of the wider Ventures team. Octopus Ventures
has a global network and a high profile in the global
venture capital industry, which makes it a magnet for
attractive deals. This means it can be highly selective
about making the right investments for the portfolio. This
structure also means that investment opportunities can
be passed between the teams managing our different
VCTs - for example, if a company seeking investment is a
better fit for that portfolio.
People and Talent
The investment team is supported by the People and
Talent team which specialise in unlocking potential
within our portfolio companies and their founders. Of
the Apollo portfolio companies that responded to our
annual survey, a quarter stated that this team informed
their decision to partner with Octopus Ventures, as they
add value beyond just finance. The support the team
offers varies as they provide additional operational
value beyond just capital. This can include supporting
key recruitment and retention initiatives, designing
new processes, and establishing robust policies. It may
also involve leading specialist workshops, introducing
coaches and consultants, and offering a wide array of
support services and relevant introductions to enhance
management teams’ understanding and help foster
engaged cultures. These types of programs support
a company as it scales and allow it to focus in on
itspriorities.
New
CEO
Spotlight on the team
continued
Erin previously held the role of CEO at HSBC
Innovation Banking UK, formerly Silicon Valley Bank
UK. 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. In that time, she
scaled its 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, Founder’s Forum and the
Newton Venture Program.
She’s been celebrated as a Top Woman in Fintech by
Innovate Finance, and selected by Computer Weekly
as one of the top 200 Most Influential Women in
Tech.
The Octopus Ventures team welcomed
a new CEO in January 2025, Erin Platts.
Octopus Apollo VCT plc — Annual report and financial statements 2025 7
8 Octopus Apollo VCT plc — Annual report and financial statements 2025
Sector breakdown
B2B software sector analysis
The chart below shows the sectors within B2B software that Apollo is invested in and their respective proportions as a percentage of total value of B2B software investments.
B2B software makes up 99% of total fixed asset investments.
HR and Human Capital
Community
Life Sciences
Education
Cybersecurity
Real Estate
Healthcare
Financial Services
Travel
Telecommunications
Music
Sales and Marketing
IT Infrastructure
31 January 2025
15%
12%
11%
2%
9%
6%
3%
7%
4%
1%
14%
7%
9%
Octopus Apollo VCT plc — Annual report and financial statements 2025 9
How Apollo works
What’s in a share
NAV is the combined value of all the assets owned by
Apollo after deducting the value of its liabilities. The
NAV is comprised of different elements, as shown
in the diagram. 82% is derived from the value of the
underlying investments. 20% is held as highly liquid
cash in the bank, MMFs and OEICs which is required for
investments, dividends, buybacks and other expenses.
The upcoming pipeline of investments is closely
monitored to make sure that there is always cash
available for making new investments or to follow-on
into existing portfolio companies. The remaining
balance represents a 2% decrease to NAV and is the
value of debtors less creditors
(
net liabilities
)
.
NAV
breakdown
47%
35%
20%
-2%
Top ten
Value of the top ten investments as
at 31 January 2025
Other investments
Value of remaining portfolio
investments as at 31 January 2025
Cash and liquid resources*
Value of cash in bank, MMFs and OEICs
* Cash, for the purpose of the Cash Flow Statement, comprises cash
at bank, applications cash and MMFs. Investments in OEICs are also
considered liquid resources for the purpose of fund management.
By owning shares in Apollo you gain access to a portfolio of over 40 companies
predominantly within the B2B software-as-a-service
(
SaaS
)
sector.
Read more in the Financials
section on pages 62 to 95.
Net liabilities
10 Octopus Apollo VCT plc — Annual report and financial statements 2025
Measuring our performance
Key Performance Indicators
(
KPIs
)
As a VCT, Apollo’s objective is to provide shareholders
with an attractive income and capital return by
investing its funds in unquoted companies which
meet the relevant criteriafor VCTs.
The Board has identified five key performance measures
to assess Apollo’s success in meeting these objectives.
Some of these are classified as alternative performance
measures
(
APMs
)
in line with Financial Reporting Council
(
FRC
)
guidance.
1
These KPIs are defined as APMs and are explained in more detail in the Glossary of terms on page 102.
The NAV per share of Apollo is the sum of the underlying
assets less the liabilities of Apollo divided by the total
number of shares in issue. Apollo is ideally targeting to
grow its NAV per share period-on-period.
Performance over the year
The NAV per share remains unchanged from last year’s
value of 50.5p. In periods where the total return per share
equals the dividend yield, the NAV remains flat, which is
generally considered satisfactory performance.
NAV per share
2
2024
50.5p
2025
50.5p
2025 change
0%
Total return per share is 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. Total return on the NAV per share enables
shareholders to evaluate more clearly the performance of
Apollo, as it reflects the underlying value of the portfolio at
the reporting date. This is the most widely used measure
of performance in the VCT sector. Apollo’s target is to
maintain a 5% annual dividend yield.
Performance over the year
The total return per share, after adding back dividends
paid, increased by 5.1%.
Total return per share
1
1
For further details see the
Glossary of terms on page 102
How Apollo works
2023
11.2%
2025
5.1%
2024
0.0%
Octopus Apollo VCT plc — Annual report and financial statements 2025 11
Measuring our performance
continued
The ongoing charges ratio has been calculated using
the AIC recommended methodology and excludes
performance fees, exceptional costs and trail commission.
This is capped at 2.75% of the NAV.
Apollo must comply with VCT legislation laid down by
HMRC. A key requirement is to maintain at least an 80%
qualification investment level.
Performance over the year
The ongoing charges ratio has remained the same over
the year.
Performance over the year
100%
(
as measured by HMRC rules
)
by value of Apollo’s
investments has been achieved throughout the period by
shares or securities comprised of qualifying holdings of
Apollo. The qualification level remains consistent with the
prioryear.
Apollo has continued to meet the 80% qualification
investment level. There continue to be sufficient
investment opportunities to enable the Portfolio Manager
to comply with these ratios.
Total ongoing charges
1
Qualifying % under VCT rules
4 5
2024
100%
2025
100%
2025 change
0%
Apollo has a target of paying an annual dividend of 5%
yield based on the openingNAV per share.
Performance over the year
Apollo paid 2.6p of dividends in the current yearcompared
to 2.7p in the prior year. The dividend of 2.6p represents
anannual yield of 5.1% based on the NAV per share of
50.5p at the beginning of the year, which meets the
Board’s policy of the targeted 5% annual dividend yield.
Dividends per share paid in the year
3
2024
5.1%
2.7p
2025
5.1%
2.6p
2025 change
0%
-0.1p
1
These KPIs are defined as APMs and are explained in more detail in the Glossary of terms on page 102.
How Apollo works
2024
2.4%
2025 change
0%
2025
2.4%
12 Octopus Apollo VCT plc — Annual report and financial statements 2025
Cash and value movements during the year
Cash deployment
The following graph shows Apollo’s cash inflows and outflows during the year to demonstrate the movement from the opening to closing cash and liquid resources. The cash and liquid
resources balance includes cash at bank, MMFs and OEICs.
Cash balance
0
120
80
40
£m
160
200
Cash as at
31 January
2024
Disposal
proceeds*
MMF
income
Loss on
OEICs
valuation
Fundraise
95
61
24
3
1
(4)
(9)
(9)
(18)
(47)
Dividends
Management
fee
Other
costs
Purchase of
fixed asset
investments
Buybacks
Cash as at
31 January
2025
(1)
96
Dividend
income
Cash inflow Cash outflow
*This includes deferred proceeds received in relation to prior year disposals as well as loan interest received in relation to current year disposals.
How Apollo works
Octopus Apollo VCT plc — Annual report and financial statements 2025 13
Cash and value movements during the year
Total value movement
The following graph shows the increases and decreases contributing to the movement in the NAV per share during the year.
continued
0
40
30
20
10
NAV per share (p)
50
60
NAV per share Increase in NAV per share
Decrease in NAV per share
NAV as at
31 January
2025
NAV
before
dividends
Other running
costs
Performance
fee
Management
fee
Investment
and MMF
income
Net unrealised fixed
asset investment
valuation uplifts
Dividends
NAV as at
31 January
2024
3.9
50.5
53.1
50.5
0.4
(0.6)
(2.6)
0.1
Realised gain
on disposal of
fixed asset
investments
(0.9)
(0.3)
How Apollo works
14 Octopus Apollo VCT plc — Annual report and financial statements 2025
Portfolio Manager’s review
At Octopus our focus is on managing your investments and providing open
communication. Our annual and half-year updates are designed to keep you informed
about the progress of your investment.
Investment strategy
Ingeneral, we invest in technology companies in the
SaaS space that have recurring revenues from a diverse
base of customers. We also seek to invest in companies
that will provide an opportunity for Apollo to realise its
investment typically within threeto seven years.
Apollo total value growth
The graph to the right shows the performance of Apollo
since the year to 31 January 2020. The graph shows the
performance in net asset value
(
NAV
)
plus cumulative
dividends paid which equals the total value. The total
value has seen a significant increase over the five
years, as shown on the graph, from 119.8p to 140.5p at
31 January 2025. This increase in total value of 20.7p
represents a 45.3% increase on the NAV of 45.7p as
at 31 January 2020. Over the last five years, a total of
more than £92.4million has also been distributed back
to shareholders in the form of tax-free dividends. This
includes dividends reinvested as part of the DRIS.
0
30
60
90
120
150
31 January
2024
31 January
2023
31 January
2022
31 January
2021
31 January
2020
Total Value (p)
NAV per share Cumulative dividends
119.8
125.6
132.3
137.9 137.9
140.5
31 January
2025
Octopus Apollo VCT plc — Annual report and financial statements 2025 15
Portfolio Manager’s review
continued
Focus on performance
In the year to 31 January 2025, the NAV total return
(
NAV plus cumulative dividends
)
increased to 140.5p per share, giving a total return of 5.1% for the period. We are pleased with this
modest uplift in total value, considering the challenging macroeconomic backdrop that our portfolio companies continued to navigate their way through over the last 12 months.
The performance over the five years to 31 January 2025 is shown below:
Year Ended NAV Dividends paid in year Cumulative dividends NAV + cumulative dividends Total return %
31 January 2021 49.2p 2.3p 76.4p 125.6p 12.7%
31 January 2022 50.2p 5.7p 82.1p 132.3p 13.6%
31 January 2023 53.2p 2.6p 84.7p 137.9p 11.2%
31 January 2024 50.5p 2.7p 87.4p 137.9p 0.0%
31 January 2025 50.5p 2.6p 90.0p 140.5p 5.1%
Over the year, including disposals, there have been valuation increases across 29 portfolio companies, delivering a collective increase of £62 million. These increases reflect businesses
which have successfully managed to grow revenues through the period. The strongest performers have generally exhibited improving profitability levels and revenue growth from their
customer base and some of the top performers include Definely, Lodgify and TRI.
Conversely, 20 companies saw a decrease in valuation, collectively totalling £23 million. The businesses that saw the most significant reductions were Edge10, Synchtank and Peak
Data. Growth has decelerated or in some cases revenues have declined in several portfolio companies and they have experienced decreases in their valuation. This has mainly been
due to continued challenges in selling their software products into corporates who have experienced declining software expense budgets. There have also been some company-specific
performance issues impacting a small number of companies in the portfolio.
In aggregate, this resulted in a net increase in portfolio company valuations of £39 million.
As part of ongoing liquidity management, Apollo regularly invests in and withdraws from MMFs in order to meet cash requirements. During the year, an additional £35.6 million
(
including
interest
)
was invested in MMFs. Apollo also holds an investment in the Sequoia Economic Infrastructure Fund
(
SEQI
)
, but no further investment was made in this fund during the year.
These investments, in combination with the previously held investments in SEQI and the MMFs, took the total liquid investments as at 31 January 2025 to £91.5 million
(
including interest
earned during the year on MMF deposits
)
.
16 Octopus Apollo VCT plc — Annual report and financial statements 2025
Disposals
Three profitable disposals were completed in the year.
All of these investments were made prior to the change
of investment focus to B2B SaaS businesses. The first
exit was Dyscova Ltd
(
trading as Care & Independence
(
C&I
))
which was acquired by GBUK Group, a company
which designs, develops and distributes a portfolio of own
and third-party branded acute-setting medical devices.
Apollo first invested in C&I in 2016 and the exit resulted in
Apollo achieving a 1.7x total return on its investment.
In September 2024, we were pleased to exit our holding
in Countrywide Healthcare Supplies Holdings which was
acquired by Personnel Hygiene Services Ltd, a hygiene
services provider. The Company first invested in 2014, and
the exit resulted in a 4.4x return on our initial investment,
which is an excellent outcome.
Portfolio Manager’s review
continued
In November 2024, nCino, a cloud-based software
company that provides a platform for financial
institutions to manage their business, acquired
FullCircl. This acquisition will enhance nCino’s data
and automation capabilities and allow it to expand its
reach across the UK and Europe. Apollo made its initial
investment in 2011, and the disposal resulted in a positive
return for the Company.
One disposal during the year resulted in a partial loss
on investment when Ryte GmbH, a marketing software
technology platform, was acquired by Semrush Holdings
Inc. Two companies were placed into administration in
the year, Rotolight and Origami Energy. However, given
the underlying holding valuations of these companies at
the time of them going into administration, this did not
have a material impact on the Company’s performance
during the year. In aggregate, the investment cost of
the companies placed into administration totalled
£5.3million. The underperformance of a portfolio
company is always disappointing for Apollo and
shareholders alike, but it is an inevitable feature of a
venture capital portfolio, and we believe that successful
exits will continue to outweigh any losses that could arise
over the medium to long term of managing the portfolio.
In the year, all disposals, including loan repayments,
collectively returned £21.7 million in cash to Apollo, with
the aggregate investment cost totalling £15.4 million.
Year ended
31 January 2021
Year ended
31 January 2022
Year ended
31 January 2023
Year ended
31 January 2024
Year ended
31 January 2025 Total
Dividends paid in the year (£'000) 7,47 1 28,366
1
14,323 19,165 23,097 92,423
Disposal proceeds (£'000) 3,356 53,939 3,591 18,292 21,713 100,981
1
Dividends paid to shareholders in the year ended 31 January 2022, including a special dividend of 3.1p per share.
As illustrated in the table above, we are pleased to have paid dividends from disposal proceeds over the past 5 years. The nature and timing of realising investments in a venture capital
portfolio means it can affect our ability to do so. The Company also tries to maximise the outcome of the underlying holdings in an exit scenario which may not always align with a
specific financial period.
Octopus Apollo VCT plc — Annual report and financial statements 2025 17
New and follow-on investments
During the year, in-line with the broader private capital market, the Company demonstrated increasing new investment activity with Apollo investing £34.1 million into eight new
opportunities
(
this includes second tranches of prior year new investments
)
as compared to four new investments completing in the prior year, totalling £15.2 million. For follow-on
investments, we also saw an increased number with £13 million being invested into nine companies compared to seven follow-on investments completing in the year to 31 January 2024
adding up to £17.8 million invested.
Apollo’s new investments were in several exciting B2B software companies operating in a variety of end-markets:
Definely Switchee Cambri Vyntelligence Semble bsport Threatmark
£2.8 million £2.5 million £4.2 million £4.5 million £2.5 million £8.4 million £6.1 million
An AI based legal
tech software
company
supporting legal
professionals
in drafting
and reviewing
contractual
documentation.
A smart thermostat
hardware and
software provider
focused on
social housing
and housing
associations.
An insights software
platform that
increases the
quality, speed and
cost effectiveness of
producing research
for new product
launches.
A video intelligence
and AI-driven
data capture
platform addressing
inefficiencies in
communication,
reporting and
operational
workflows within
large infrastructure
sectors.
An all-in-one
platform for
healthcare
practices,
enhancing
patient care and
streamlining
operations.
An all-in-one
software platform
designed to manage
boutique fitness and
wellness studios.
A fraud prevention
platform that
uses real-time
behavioural data to
accurately identify
payment fraud.
Portfolio Manager’s review
continued
Q. How do we think about exiting our
positions?
A. In traditional venture capital, a relatively small
number of investments generate a significant
proportion of the fund’s performance. However,
for Apollo we try to construct a portfolio where the
majority of the portfolio delivers the majority of the
Company’s performance. The investment team
takes an active role to try and optimise each specific
situation. This means we have certain situations
where companies may be held for longer if we think it
is in the best interest of investors and the Company.
Conversely, there are other situations where we may
seek to exit earlier if market conditions permit. This
means we maintain good portfolio management
discipline to make sure realised proceeds materially
contribute towards financing the Company’s ongoing
running costs and meeting its dividends targets.
Private markets are illiquid, and as a result, the
opportunities to sell all or some of our holding in
a particular company can be unpredictable and
governed by prevailing market conditions. We work
closely with each portfolio company to understand
and optimise its growth plans, with the goal of it
maintaining flexibility over exit timing with the best
interests of its shareholders in mind.
Wider macroeconomic conditions often influence
exits as much as company specific factors. We also
recognise that timing may not always be right to exit
a position, and patience can allow for greater value
growth. In such cases, we will continue to support
portfolio companies, stay alert to opportunities, and
help create them proactively through our network.
Q. When do we start to think about exits?
A. We look to understand who the likely acquirers
are from the outset and throughout the holding
period. This can help inform important strategic
decisions which contribute to value creation for
shareholders. It is healthy for our portfolio companies
to maintain relationships with key potential acquirers.
These can often be commercial partners before
becoming acquirers, and as such this activity can be
highlyproductive.
We know not all companies will be as successful as
we hoped at the time of the initial investment. We
therefore seek to realise investments in companies
which are underperforming and unlikely to generate
a meaningful return. It can also help to find a “soft
landing” for the company’s employees where
the alternative may be placing the business into
administration. However, to date this has only been in
a very small minority of cases. Although generally not
meaningful to investor returns, our behaviour in these
scenarios is important.
Q. How do we work with portfolio company
boards?
A. We believe that it is important to be an active
and supportive investor, so we typically appoint a
Non-Executive Director or observer to the board
of our portfolio companies. This allows us to offer
ongoing support at the top level of the business
and be involved in key decisions. It also gives us
the opportunity to share any expertise and insights
that we may have. Even very experienced founders
may only sell a business once or twice in their
career, whereas as investors, we may be involved
in a few such transactions each year. We therefore
look to support our portfolio companies by sharing
the learnings and experience gathered across our
team, all with the objective of obtaining the best
outcome for our investors and shareholders in the
Companyoverall.
Paul Davidson
Partner and Apollo
Lead Fund Manager
Portfolio Manager’s review
continued
Q&A
18 Octopus Apollo VCT plc — Annual report and financial statements 2025
Octopus Apollo VCT plc — Annual report and financial statements 2025 19
Valuations
The pie charts on the right illustrate the distribution of
valuation methodologies used across Apollo’s B2B software
investments
(
shown as a percentage of portfolio value and
number of companies
)
. B2B software accounts for 99%
of Apollo’s total fixed asset investments. Methodologies
include:
•
‘External price’ includes valuations based on funding
rounds that typically completed by the year end or
shortly after the year end, and exits of companies where
terms have been agreed or proposed with an acquirer;
•
‘Multiples’ is predominantly used for valuations that are
based on a multiple of revenue or EBITDA for portfolio
companies;
•
‘Scenario analysis’ is utilised where there is uncertainty
around the potential outcomes available to a company,
so a probability-weighted scenario analysis is considered.
Having arrived at a valuation of the portfolio company,
to distribute the equity value within a portfolio company’s
capital structure, taking into account the priority of
financial instruments and the economic rights of debt and
shares Apollo holds, the Current Value Method
(
CVM
)
is
typically employed. This method allocates the equity value
to different equity interests as if the business were sold on
the reporting date, thereby reflecting the effects of the
distribution waterfall.
For further information please see Note 10 in notes to the
financial statements.
Portfolio Manager’s review
continued
77%
18%
5%
6%
22%
64%
8%
External priceMultiples Scenario analysis
Write off
Valuation
methodology
by value
Valuation
methodology
by number of
companies
If you would like to find out more regarding the
IPEV guidelines, please visit their website at
www.privateequityvaluation.com
20 Octopus Apollo VCT plc — Annual report and financial statements 2025
Case studies
Portfolio Manager’s review
continued
definely.com cambri.io
LegalTech solution helping lawyers at every pre-execution stage
of the contract lifecycle
Helping brands innovate iteratively to bring successful products to
market fast
Definely, founded in 2020, is a UK
LegalTech company created to make
legal documents easier to read, edit and
understand. Definely was founded by two
former Magic Circle lawyers, one of whom
is registered blind. They set out to make
legal documents more accessible to those
with visual impairments and soon realised
that their solution solved a problem faced
by all lawyers, daily. Headquartered in
London, it has over 75 employees located
globally.
Fuelled by investment from Apollo, the
company is now focused on adding to its
existing base of 40,000 active users from
the largest companies and law firms in the
UK, US, Canada and Australia. In 2023,
the company was named in the top 25 of
the prestigious Deloitte UK Technology
Fast50. Customers include AO Shearman,
Slaughter and May, Dentons and Deloitte.
Cambri is an AI consumer insights and
innovation platform which addresses a
major industry problem – that of the high
failure rate of product launches. Traditional
market research, consumer insights, and
prediction models are outdated, static,
and notoriously inaccurate, typically
delivering just 40% prediction accuracy.
This means brands waste time and
resources developing and launching
products that consumers don’t need.
Bycontrast, Cambri’s proprietary AI engine
predicts the likelihood of a product’s
success and provides actionable insights to
help improve products before launch.
Cambri’s AI models are two to three times
more accurate than traditional methods,
enabling its customers to regularly achieve
over 80% prediction accuracy for product
launch success - contributing to Cambri’s
68% year-over-year annual recurring
revenue
(
ARR
)
growth. Household food
and beverage brands such as Coca-Cola
and Nestle already utilise the platform.
40,000
active users
top 25
of the prestigious Deloitte UK
Technology Fast50
75
employees located globally
80%
prediction accuracy for product
launch success
68%
year-over-year ARR growth
Octopus Apollo VCT plc — Annual report and financial statements 2025 21
Top 10 investments by value as at 31 January 2025
Here, we set out the cost and valuation of the top ten holdings, which account for over 57% of the value of the portfolio.
Portfolio Fair value of investment
(
£’000
)
1
2
3
4
4
5
6
7
8
9
10
£18,990
Investment
cost
(
£’000
)
£12,611
£9,075
£3,800
£308
£12,250
£8,600
£10,071
£15,000
£8,000
£44,419
£15,000
£15,031
£15,780
£19,266
£20,658
£22,070
£25,811
£33,912
£14,394
Portfolio Manager’s review
continued
Top
10
UBISECURE
TM
22 Octopus Apollo VCT plc — Annual report and financial statements 2025
Natterbox is a London-based
provider of business-to-business cloud
telephone services that are uniquely
integrated into Customer Resource
Management
(
CRM
)
software
platforms, most notably Salesforce.
www.natterbox.com
Investment date March 2018
Equity held 9.0%
(2024: 8.5%)
Valuation basis Revenue multiple
Income received in
year to 31 January
2025
£177,000
(
2024: £150,000
)
Last submitted accounts 31 December 2023
Consolidated
turnover
£19,289,000
(2022: £17,092,000)
Consolidated loss
before tax
£
(
644,000
)
(2022: £(2,568,000))
Consolidated
net assets
£646,000
(2022: £1,022,000)
N2JB Limited
(
trading as Natterbox
)
1
Codebay Solutions Limited
(
trading as Lodgify
)
2
Lodgify provides a SaaS platform for
vacation rental hosts and property
managers to manage their business
and process their bookings.
www.lodgify.com
Investment date September 2022
Equity held 15.3%
(2024: 11.9%)
Valuation basis Revenue multiple
Income received in
year to 31 January
2025
n/a
(
2024: n/a
)
Last submitted accounts 31 December 2023
Consolidated
turnover
€14,508,000
(2022: €9,315,000)
Consolidated loss
before tax
€
(
7,462,000
)
(2022: €(6,239,000))
Consolidated
net assets
€10,390,000
(2022: €16,946,000)
UBISECURE
TM
Ubisecure Holdings Limited
3
Ubisecure is a provider of customer
identity access management
software.
www.ubisecure.com
Investment date May 2018
Equity held 73.4%
(2024: 33.3%)
Valuation basis Revenue multiple
Income received in
year to 31 January
2025
£179,000
(
2024: £197,000
)
Last submitted accounts 31 December 2023
Consolidated
turnover
£8,674,000
(2022: £6,923,000)
Consolidated loss
before tax
£(3,091,000)
(2022: £(2,135,000))
Consolidated
net liabilities
£
(3,053,000)
(2022: £(287,000))
Portfolio Manager’s review
continued
Top
10
Octopus Apollo VCT plc — Annual report and financial statements 2025 23
Sova Assessment Limited
6
Sova Assessment is a UK based end-
to-end digital candidate assessment
SaaS platform targeting large blue-
chip organisations conducting large
volumes of hiring.
www.sovaassessment.com
Investment date November 2020
Equity held 37.2%
(2024: 37.2%)
Valuation basis Revenue multiple
Income received in
year to 31 January
2025
£104,000
(2024: £93,000)
Last submitted accounts 31 March 2024
Consolidated
turnover
£6,780,000
(
2023: £5,611,000
)
Consolidated loss
before tax
£
(
3,685,000
)
(
2023: £
(
5,360,000
))
Consolidated
net liabilities
£
(
5,460,000
)
(2023: £(3,593,000))
Hasgrove is the holding company
for Interact, a SaaS business which
provides an intranet product which
focuses on the communication and
collaboration requirements of large
organisations.
www.interactsoftware.com
Investment date December 2016
Equity held 5.9%
(2024: 5.7%)
Valuation basis Revenue multiple
Income received in
year to 31 January
2025
n/a
(2024: n/a)
Last submitted accounts 31 December 2023
Consolidated
turnover
£37,032,000
(2022: £29,388,000)
Consolidated profit
before tax
£9,907,000
(2022: £8,099,000)
Consolidated
net assets
£13,344,000
(2022: £13,136,000)
Hasgrove Limited
5
4
TRI has developed a risk based
quality management and monitoring
platform for the life sciences industry.
www.tritrials.com
Investment date October 2018
Equity held 52.0%
(2024: 52.0%)
Valuation basis Revenue multiple
Income received in
year to 31 January
2025
£174,000
(2024: £171,000)
Last submitted accounts 31 December 2023
Consolidated
turnover
Not available
1
(
2022: Not available
1
)
Consolidated profit
before tax
Not available
1
(
2022: Not available
1
)
Consolidated
net assets
£2,758,000
(2022: £2,875,000)
Triumph Holdings Limited
(
TRI
)
7
Fable Data Limited
Fable Data provides anonymised,
pan-European consumer transaction
data and analysis to institutional
investors, businesses, governments and
academics.
www.fabledata.com
Investment date December 2022
Equity held 14.2%
(2024: 6.2%)
Valuation basis Revenue multiple
Income received in year
to 31 January 2025
n/a
(2024: n/a)
Last submitted accounts 31 December 2023
Consolidated
turnover
Not available
1
(
2022: Not available
1
)
Consolidated profit
before tax
Not available
1
(
2022: Not available
1
)
Consolidated
net liabilities
£
(
1,720,000
)
(2022: £(2,111,000))
Portfolio Manager’s review
continued
24 Octopus Apollo VCT plc — Annual report and financial statements 2025
1
These numbers are not available per the latest
public filings on Companies House or the company
is non-UK.
Mention Me is a referral engineering
SaaS platform that helps business to
consumer
(
B2C
)
businesses acquire
new customers more successfully
through their referral channel.
www.mention-me.com
Investment date December 2021
Equity held 19.4%
(2024: 19.4%)
Valuation basis Revenue multiple
Income received in
year to 31 January
2025
n/a
(2024: n/a)
Last submitted accounts 31 December 2023
Consolidated
turnover
£11,561,000
(2022: £10,244,000)
Consolidated loss
before tax
£
(
5,175,000
)
(2022: £(5,621,000))
Consolidated
net assets
£5,302,000
(2022: £10,173,000)
Mention Me Limited
9
Fuse is a business-to-business
software provider of a cloud-based
learning technology platform for
corporates, founded in 2008 and
based in London
(
with further offices
in South Africa and Australia
)
.
www.fuseuniversal.com
Investment date August 2019
Equity held 0%
(2024: 0%)
Valuation basis Revenue multiple
Income received in
year to 31 January
2025
£56,000
(2024: £100,000)
Last submitted accounts 31 December 2023
Consolidated
turnover
£7,997,000
(
2022: £9,338,000
)
Consolidated loss
before tax
£
(
1,044,000
)
(
2022: £
(
2,816,000
))
Consolidated
net liabilities
£
(
2,468,000
)
(
2022: £
(
3,682,000
))
10
Fuse Universal LimitedValue Blue B.V.
8
Value Blue is a provider of enterprise
architecture management software,
that is growing in the UK. The product
allows companies to map their
existing technology architecture
in a single location to easily plan,
collaborate and execute both large
scale transformational and everyday
ITprojects.
www.valueblue.com
Investment date January 2022
Equity held 20.3%
(
2024: 20.3%
)
Valuation basis Revenue multiple
Income received in
year to 31 January
2025
£317,000
(2024: £19,000)
Last submitted accounts 31 December 2023
Consolidated
turnover
Not available
1
(
2022: Not available
1
)
Consolidated loss
before tax
€
(
7,412,000
)
(2022: €(9,185,000))
Consolidated
net liabilities
€
(
6,189,000
)
(2022: €(4,595,000))
Portfolio Manager’s review
continued
Outlook
It has been a challenging few years for the broader
technology sector, with both geopolitical and economic
factors impacting the ability of portfolio companies to
grow and perform as successfully as forecast. Against
this backdrop, I am pleased to report a stable NAV as
portfolio companies have shown great resilience in the
face of these challenges. Companies have been operating
more efficiently in terms of their capital requirements and
in several cases we are seeing top-line revenue growth
returning steadily, albeit not to the same degree as
experienced prior to the beginning of this more turbulent
period. The slowdown in revenue growth observed across
the portfolio occurred alongside companies striving to
preserve cash and move towards profitability to extend
their cash runways.
The nature of the current portfolio and the characteristics
of the technology-focused businesses means that several
companies have had some degree of protection from the
full impact of these more challenging macroeconomic
conditions. This is due to recurring revenues and long-term
contracts being key features of their business models.
As mentioned in the Chair’s Statement, we were delighted
and grateful for the support we’ve received from the
Company’s new and existing investors, with the latest
fundraise closing fully subscribed, including the over-
allotment facility. These funds will allow the Company to
continue to support the existing portfolio in their growth
plans and to invest in new opportunities which have the
potential to become successful and deliver great returns to
shareholders in the years to come.
We were also pleased that the Company benefitted from
three profitable disposals in the period, which together
returned £18.9 million in proceeds to the Company. We
are hopeful that this could indicate an improvement in
the mergers and acquisitions
(
M&A
)
market, providing
more opportunities for exits and offering the Company
sustainable growth prospects.
Despite the macroeconomic climate remaining
uncertain, we believe that the rapid pace of change
and advancements being made with the development
and adoption of AI technology will create many new
businesses seeking growth capital. This provides us
with a degree of optimism about the Company’s future
investment prospects and for its current well-diversified
portfolio as the component companies seek to take
advantage of these advancements in AI. Hence, Iam
confident that the Company is well-positioned to
capitalise on these market opportunities as they arise and
that they will be able to offer further growth potential for
the Company’s continued success.
Portfolio Manager’s review
continued
Octopus Apollo VCT plc — Annual report and financial statements 2025 25
26 Octopus Apollo VCT plc — Annual report and financial statements 2025
Operating responsibly
Apollo has a policy in place, set by the Board, to make sure Octopus
Ventures considers responsible investment
(
RI
)
within investment
decisions, including environmental, social and governance risks.
Octopus Ventures is responsible for implementing
Apollo’s RI policy. As the nature of RI and the wider
business environment evolves, the policy will be
reviewed, and, if necessary, updated. The policy
ensures Octopus Ventures follows a three-step
approach to RI.
Please view Apollo’s RI policy here:
https://octopusinvestments.com/apollo-
responsible-investment-policy/
Octopus is an accredited B Corp and signatory to the
internationally recognised Principles for Responsible
Investment, demonstrating Octopus’ commitment
to responsible investment and to creating a more
sustainable financial system.
The Directors consider responsible investment to be
important and believe portfolio companies should
implement a framework to support best practices, which
in turn can help create long-term value in the business.
Thisframework considers:
1. Mission: the mission of an investment;
2. Materiality of risks to investments: the materiality
of sustainability issues in Apollo’s underlying
portfolio;
3. Responsibility: a portfolio company’s values,
culture, and behaviour.
Operating
responsibly
framework
of risks to
investments
M
a
t
e
r
i
a
l
i
t
y
R
e
s
p
o
n
s
i
b
i
l
i
t
y
M
i
s
s
i
o
n
Octopus Apollo VCT plc — Annual report and financial statements 2025 27
continued
Operating responsibly
Mission
Whilst Apollo doesn’t target specific sustainability goals
or objectives, Octopus tracks the number, amount
invested and the value of companies in Apollo’s portfolio
that are aligned with Octopus Group’s three sustainable
themes: building a sustainable planet, revitalising
healthcare and empowering people.
Materiality of risks to investments
Environmental, social and governance risks of Apollo’s
underlying portfolio are considered during the investment
process and any sustainability issues that could impact the
financial performance of an investment are identified. To
do this, an RI tool is used which utilises guidance from the
Sustainability Accounting Standards Board
(
SASB
)
to help
identify and manage any issues.
Once identified, the investment team consider the
exposure to these risks and engage directly with the
portfolio companies to understand how appropriately
they are managing the risks. Given the nature of
these tech-enabled businesses, the most material
risks identified include data security, data privacy,
and recruiting and managing a global, diverse and
skilledworkforce.
Responsibility
Apollo will not invest in any business whose activities or
practices appear on Octopus Ventures’ Exclusion List,
which includes sectors such as tobacco, arms, fossil fuels,
gambling and deforestation.
The Octopus Ventures team make sure that all portfolio
companies:
•
provide safe and healthy working conditions;
•
treat people fairly, irrespective of race, gender, identity,
sexual orientation, nationality, disability, political or
religious beliefs;
•
do not accept or pay bribes; and
•
uphold high standards of business integrity at all times.
Octopus has created an Engagement Tool which is sent
to all of Apollo’s portfolio companies to help the Octopus
Ventures team understand whether a portfolio company
considers its wider stakeholders
(
community, customers,
people, planet and shareholders
)
within decision-making,
and provides tools and guidance to help them adopt
responsible practices.
The Octopus Ventures team also collect data on diversity
within the portfolio and actively work with portfolio
companies to support talent management, recruitment
anddiversity.
Climate-related risks and opportunities
Octopus Investments has chosen to continue evolving
its responsible investment disclosures in alignment
with industry-recognised regulatory and reporting
frameworks, such as the Task Force on Climate-related
Financial Disclosures
(
TCFD
)
. Importantly, due to its
structure, Apollo is voluntarily disclosing this information,
as opposed to it being a mandated ‘in-scope’ fund.
In alignment with the spirit of the TCFD framework,
some initial disclosures have been outlined under the
categorisations below, but do not cover the full set
of requirements as per the TCFD framework. Future
changes are anticipated as regulatory and reporting
frameworks continue to evolve.
28 Octopus Apollo VCT plc — Annual report and financial statements 2025
Governance
Octopus Investments
Sets and maintains Octopus’ RI
governance structure.
Octopus Ventures team
Accountable for the delivery
of the RI policies for the funds
they manage. Responsible
investment therefore forms
part of the investment
process.
Apollo Board
Considers RI as an integrated
element of Apollo’s
investment strategy, and
oversight of climate-related
risks and opportunities
forms part of the existing
risk management process.
The board sets this approach
through the Apollo VCT RI
policy.
Impact and Sustainability team
Works with Octopus Ventures to
implement responsible investment
processes, and provide training, tools
and support around disclosures and
reporting.
Octopus Responsible Investment
(
RI
)
Committee
Comprised of senior stakeholders and
board representation from across
Octopus.
Provides RI oversight and makes sure
that appropriate action has been
taken to address any concerns raised
by the Octopus Ventures Investment
Committee.
continued
Operating responsibly
Strategy
With the transition to a lower carbon economy, the
Octopus Impact and Sustainability team are taking
‘transition climate risks’ and ‘physical climate risks’ into
consideration to understand what could potentially be
material to portfolio company financial performance in the
short, medium and long term, and in both best
(
1.5degree
centigrade temperature change
)
and worst case
(
4degree
centigrade temperature change
)
climatescenarios.
Where risks are identified as being relevant to portfolio
companies they will be addressed, for example:
•
Energy management: future increases in energy
prices relating to carbon taxes, carbon pricing or
supply could impact costs and therefore profitability.
Recognising that every company can reduce their
energy usage, the Octopus Ventures team are working
with the portfolio companies to understand and
reduce carbon emissions.
Risk management
The investment team use guidance from the SASB to
identify climate-related risks in portfolio companies.
Where potential material climate-related risks have been
identified, the investment team assess how well the risk
is managed by the company. Where appropriate, this
is raised to the Investment Committee as part of the
investment process and is continually monitored.
Octopus Apollo VCT plc — Annual report and financial statements 2025 29
Metrics and targets
Apollo recognises the need to conduct its business, including
investment decisions, in a manner that is responsible to the
environment wherever possible. Apollo does not produce
any reportable emissions as the fund management is
outsourced to Octopus, with no physical assets or property
held by Apollo. As Apollo has no employees or operations,
it is not responsible for any direct emissions, and as it uses
less than 40,000 kWh of energy during the reporting year it
is exempt from Streamlined Energy and Carbon Reporting
(
SECR
)
reporting requirements.
In 2021, Octopus set a 2040 Net Zero target, more of
which can be read here;
https://octopusgroup.com/net-zero-plan/
To understand the carbon emissions of the Apollo
portfolio, the Octopus Ventures team have taken
steps to measure the portfolio companies’ Scope 1
and 2
(
GHG
)
emissions by providing them with access
to a carbon measurement tool that will provide the
companies with details of their carbon footprint
(
page 30
)
. Scope1 emissions are those directly from
company-owned and controlled resources. Scope 2
emissions are indirect emissions from the generation
of purchased energy from a utility provider. Scope 3
emissions are the result of activities from assets not
owned or controlled by the reporting organisation,
but that the organisation indirectly affects in its value
chain. Whilst Octopus supports portfolio companies in
measuring some Scope 3 emissions, such as purchased
goods and services and business travel, this is an area
where it is looking to grow its capability to support the
portfolio companies that are looking to measure their
full scope.
Human rights issues
The Board seeks to conduct Apollo’s affairs responsibly.
Apollo is required by company law to provide details
of employee, human rights, social and community
issues, including information about any policies it has in
relation to these matters and the effectiveness of such
policies. As an externally managed investment company
with no employees, Apollo does not maintain specific
policies in relation to these matters.
Whistleblowing
In accordance with the recommendations of the
Association of Investment Companies Code of
Corporate Governance, the Board has considered
the arrangements in place to encourage staff of the
Portfolio Manager or Secretary of Apollo to raise
concerns, inconfidence, within their organisation
about possible improprieties in matters of financial
reporting or other matters. It is satisfied that adequate
arrangements are in place to allow an independent
investigation, and follow-on action where necessary,
totake place within theorganisation.
Bribery Act
The Portfolio Manager has an Anti-Bribery policy
with robust procedures to ensure full compliance
with the Bribery Act 2010 and to make sure that the
highest standards of professional ethical conduct are
maintained. All employees and those working for, or on
behalf of, the Portfolio Manager are aware of their legal
obligations when conducting company business.
continued
Operating responsibly
30 Octopus Apollo VCT plc — Annual report and financial statements 2025
Octopus Ventures’ initiatives:
continued
Operating responsibly
Greenhouse gases
(
GHG
)
Octopus Ventures will engage with all portfolio companies on their greenhouse
gases and give them access to appropriate complimentary tools to support their
understanding of their carbon footprint.
•
The long-term goal is to reduce portfolio emissions to minimise climate-related
risks
(
see page 29
)
. Of the 36 companies contacted in 2024 requesting their
participation, 18 companies have supplied their 2023 emissions data. 2024 data
is currently being requested. Below is a breakdown of GHG emissions reported
on the carbon monitoring tool provided by Octopus to the portfolio companies.
Anexplanation for the different scopes can be read on page 29:
GHG emissions in tonnes tCO
2
e
2024
(
based on 2023 full year data,
18 companies measured
)
2023
(
based on 2022 full year data,
13 companies measured
)
Scope 1 and 2 760.44 258.10
The increase seen in the Scope 1 and 2 emissions is due to a 38% increase in the
number of portfolio companies utilising the carbon accounting tool. The increase
seen in scope 1 and 2 emissions is also not to be unexpected, as the portfolio
companies collectively grew their revenue in 2024 by 14%, and as such scaled
the companies to support this growth. Where there are company year-on-year
comparisons in data available to assess whether there have been any specific
increases in emissions, these will be analysed to ascertain the reasons and whether
any actions need to be taken.
Whilst scope 3 emissions data is collected from portfolio companies, it is not
reported on as these indirect emissions are extremely complex to report on, and
therefore the data provided may not be a true representation of their indirect
emissions. Scope 3 category materiality assessments have not been carried out at
the portfolio company level, and all calculations use readily available data.
Female diversity pledge
By 2025, 30% of all new founder pitches to the Octopus Ventures investment team
should be businesses led or co-led by a woman and by 2027, this will increase
to50%.
•
Between 1 February 2024 and 31 January 2025, 10% of all the companies the
Apollo VCT’s investment team met with had at least one founder who identified
as female.
•
As at 31 January 2025, 23% of the portfolio companies have at least one
femalefounder.
•
Based on the annual engagement survey, on average, the responding portfolio
companies reported that 27% of their senior management positions were held
by women and 35% of the workforce was female.
Octopus Apollo VCT plc — Annual report and financial statements 2025 31
This report sets out how the Directors have had regard
to promoting the success of Apollo for the benefit of its
shareholders as a whole, and in making their decisions
to have regard to, but not limited to, a list of six factors
contained within this section of the Companies Act 2006:
•
the likely consequence of any decision in the long term;
•
the interests of the Company’s employees;
•
the need to foster the Company’s business relationships
with suppliers, customers and others;
•
the impact of the Company’s operations on the
community and the environment;
•
the desirability of the Company maintaining a
reputation for high standards of business conduct; and
•
the need to act fairly between members of the
Company.
Business strategy
The success of Apollo is driven by its investment policy and
liquidity strategy which is set out in the Business Review on
page 39. The Portfolio Manager prepares a detailed cash
flow which is approved by the Board on an annual basis
and reviewed regularly, and forms the basis for Apollo’s
resource planning and deployment decisions.
When considering business strategy, the Board also
considers other matters such as the interests of its various
stakeholders and the long-term impact of its actions on
Apollo’s future and reputation.
The Board
The Board adopts the 2019 AIC Code of Corporate
Governance which provides a framework for the
governance of investment companies such as Apollo.
It is normal practice for Venture Capital Trusts to delegate
authority for day-to-day management of the Company
to a Portfolio Manager, and to outsource administration,
accounting and company secretarial services. The Board
then engages with the Portfolio Manager in setting,
approving and overseeing the execution of the business
strategy and related policies.
At every Board meeting a review of financial and
operational performance, as well as legal and regulatory
compliance, is undertaken. The Board also reviews other
areas over the course of the financial year including
Apollo’s business strategy, key risks, stakeholder-related
matters, diversity and inclusivity, environmental
matters, corporate responsibility and governance,
compliance and legal matters. The Board has set
financial KPIs relating to portfolio performance. The
Board formally reviews the performance of the Portfolio
Manager on an annual basis.
Matters reserved for the Board include, but are not
limited to, all shareholder communication, the setting
of investment policy, investment of cash reserves, the
raising of capital and the allotment and issue of shares,
the buyback of shares, dividend policy, Director appraisal
and succession, financial reporting, RIS announcements,
compliance with UK Listing Authority rules and FCA
regulations.
Culture
The Directors seek to apply the Responsible Investment
principles adopted by Octopus Ventures and these
values help to define the culture and relationship with
the investment team. There is a general principle of
openness and transparency in dealings between Octopus
Ventures and the Directors, and clear policies covering,
for instance, investment process and conflicts, providing
a clear operating framework. Generally, the culture
should contribute to the purpose of producing consistent
returns over the long term and achieving the agreed
KPIs, which will deliver, most importantly, good returns
toshareholders.
Section 172 statement
32 Octopus Apollo VCT plc — Annual report and financial statements 2025
Section 172 statement
continued
Business ethics and governance
The Board is responsible for ensuring that the activities
of Apollo and its various investments are conducted in
compliance with the law and applicable governance and
regulatory regimes, and in adherence with prevailing best
practice for the relevant industry. This includes reviewing
internal controls, ensuring that there is an appropriate
balance of skills and experience represented on the Board,
and ensuring that the financial statements give a true
and fair view of the state of affairs of Apollo. Further detail
can be found in the Directors’ responsibilities statement
on page 64. In the year to 31 January 2025, no areas of
concern have been flagged in this regard.
Relations with key stakeholders
The requirement for Apollo to consider the interests of
its key stakeholders is limited as it does not have any
employees. The Board considers Octopus to be its key
business partner as it has responsibility for the provision
of investment management, administration, custody and
company secretarial services. As Apollo is now classified
as a full-scope Alternative Investment Fund under the
Alternative Investment Fund Managers Directive
(
the ‘AIFM
Directive’
)
, it has in place an agreement with 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
Apollo
(
responsible for portfolio management and the
day-to-day running of the Company
)
. The AIF Manager’s
main focus is risk management and the review of the
valuation of Apollo’s portfolio.
The Board works with Octopus in the selection of
third-party providers such as the registrars, corporate
broker and VCT status adviser. Its selection is made
on the basis of quality of service, accuracy and price.
Any errors or delays reflect badly on Apollo, but more
importantly can cause inconvenience, and potential loss,
for shareholders. The performance of third-party providers
is reviewed at least annually.
Key decisions
Some of the key decisions made during the year that
required the Board to take into consideration Section 172
factors include:
•
in line with the Company’s objectives, the Board issued
an offer for subscription of shares on 23 October 2024
to raise up to £50.0 million, with an over-allotment
facility of £25.0 million. This was discussed with the
Portfolio Manager, and allowed new and existing
shareholders to invest in the Company;
•
the Company continued to buy back shares, balancing
the interests of both remaining and selling shareholders
by providing adequate liquidity;
•
the Board declared dividends of 2.6p per share in
accordance with the Company’s dividend policy;
•
the Board monitored investment decisions and the
Company’s ability to meet the requirements of HMRC’s
VCT investment rules; and
•
the Board considered and approved the Company’s
valuations and net asset value
(
NAV
)
at the half year
and year end.
Octopus Apollo VCT plc — Annual report and financial statements 2025 33
Section 172 statement
continued
Our key stakeholders
Shareholders
Why we engage
The Board recognises the critical importance of open
and timely communications with shareholders. Their
support is fundamental to raising further capital
which is dependent on Apollo’s performance and
clear reporting on portfolio progress. Shareholders are
encouraged to attend and vote at shareholder meetings
and to raise questions in relation to Apollo’s progress.
How we engage
The annual and half-yearly reports, prospectus and other
shareholder information are published on the Octopus
Investments website octopusinvestments.com.
Details of the portfolio, the investment team and
other insights are published on the Octopus Ventures
website octopusventures.com. Shareholder enquiries
are handled promptly by Octopus Investments. The
Chair responds to communications addressed to the
Board. The Directors aim to make sure that the annual
report and financial statements are fair, balanced and
understandable, and that sufficient information is
provided to shareholders to assess Apollo’s performance,
business approach and strategy.
Portfolio companies
Why we engage
Apollo’s performance and the performance of its
underlying portfolio companies are directly and
intrinsically linked. The Portfolio Manager monitors the
portfolio companies through a programme of regular
company meetings as part of its investment process.
How we engage
The Board has also given Octopus discretionary
authority to vote on portfolio company resolutions
on its behalf as part of its approach to corporate
governance, and encourages it to do so. As part of the
portfolio valuation review, the Board is provided with
sufficient information and support to scrutinise the
performance of the portfolio companies.
Octopus and suppliers
Why we engage
Apollo is reliant on Octopus as the key provider of
investment management and non-investment services.
In addition, third parties such as Computershare
(Apollo’s registrar), Panmure Liberum (Apollo’s corporate
broker), as well as lawyers and tax advisers provide
key services for Apollo and shareholders. Apollo works
with our suppliers to make sure that it can provide an
appropriate level of service and regulatory compliance
function. Apollo is focused on ensuring that we have
the right suppliers and relationships that can effectively
deliver the right services for the business in line with
applicable laws, regulations and best practice.
How we engage
Apollo engages with Octopus and its third-party
suppliers on the basis of proven track record with
observance of minimum levels of performance,
ethics and governance in order to create value and
mitigate risk. Octopus attends all Board meetings with
regular updates on investment performance, risks and
non-investment services activities as well as ad hoc
analysis as requested by the Board. The Board has
a positive and open relationship with Octopus and
annually, following a review, votes on retaining Octopus
as the Portfolio Manager. A variety of independent
professional advisers are utilised by Apollo to help
with certain activities, including regulatory and
legal compliance, for example lawyers, tax advisers,
corporate brokers and auditors.
34 Octopus Apollo VCT plc — Annual report and financial statements 2025
Our key stakeholders continued
Community and environment
Why we engage
The Board considers it important that Apollo has
a responsible approach to investing as set out
in the framework on page 26, taking account of
environmental, social and governance matters.
Apollo’s investment operations create employment, aid
economic growth, generate tax revenues and produce
wealth, thus benefitting the community and economy
overall.
How we engage
Apart from the Board’s recognition that the Responsible
Investment policy should help to mitigate the impacts
of climate change, the Board has moved to a largely
paperless operation over the past three years and utilises
conferencing platforms where appropriate.
The Board requires that Octopus collects data on
diversity within the portfolio and actively works with our
portfolio companies on an ongoing basis to support their
talent management and recruitment, staff well-being
and diversity policies and initiatives. A condition of
our investment is that the company must have in
place a Diversity and Inclusion policy, as well as an
Anti-Harassment and Discrimination policy.
Government and regulators
Why we engage
Good governance and compliance with applicable
regulations is vital in ensuring the continued success of
Apollo and the regimes within which it operates.
Octopus, on behalf of the Board, actively engages with
HMRC and HMT to seek changes in VCT legislation,
lobbying the government to highlight the economic
benefits of VCTs.
How we engage
The Board encourages openness and transparency and
promotes proactive compliance with new regulation.
Apollo, through its Portfolio Manager, engages with
government and regulatory bodies at regular intervals
as well as participating in focus groups and research
with industry bodies.
Government and regulatory policy informs strategic
decision-making at Board level with consideration given
to the impact Apollo has on the sector.
Section 172 statement
continued
Octopus Apollo VCT plc — Annual report and financial statements 2025 35
Risks and risk management
Emerging and principal risks, and risk
management
The Board is mindful of the ongoing risks and will continue
to make sure that appropriate safeguards are in place, in
addition to monitoring the cash flow forecasts to make
sure that the Company has sufficient liquidity.
The Board carries out a regular review of the risk
environment in which the Company operates.
Risk Mitigation Change
1
Investment performance:
The focus of Apollo’s investments is in unquoted, small
and medium-sized VCT qualifying companies which, by
their nature, entail a higher level of risk and may have
lower cash reserves than investments in larger quoted
companies. Poor performance across these investments
may impact Apollo’s ability to raise new funds from
investors.
Octopus has significant experience and a strong track record of investing in unquoted
companies, and appropriate due diligence is undertaken on every new investment. A
member of the Octopus Ventures team is typically appointed to the board of a portfolio
company subject to an evaluation using a risk based approach that considers the size of
the company within the Apollo portfolio and the engagement levels of other investors.
Regular board reports are prepared by the portfolio company’s management and
examined by the Portfolio Manager. This arrangement, in conjunction with its Portfolio
Talent team’s active involvement, allows Apollo to play a prominent role in a portfolio
company’s ongoing development and strategy. Although investment strategy is focused
on B2B software, the overall risk in the portfolio is mitigated by diversifying investment
across a wide spread of holdings in terms of the underlying sub-sector served by the
portfolio companies, and their financing stage, age, industry sector and business models.
The Board reviews the investment portfolio with the Portfolio Manager on a regular basis.
The Portfolio Manager is incentivised to make sure Apollo performs well, via a Performance
Incentive Fee (charged annually) for exceeding certain performance hurdles, as detailed in
Notes 3 and 19 to the financial statements.
Increased exposures
reflected in the previous
period remain
unchanged due to the
continuing difficult macro
environment and challenging
trading conditions for
some portfolio companies
continuing.
The Board assesses the risks faced by Apollo and, as a board, reviews the mitigating controls and
actions, and monitors the effectiveness of these controls and actions.
Emerging risks
The Board has considered emerging risks. The Board
seeks to mitigate emerging risks and those noted below
by setting policy, regular review of performance and
monitoring progress and compliance. In the mitigation
and management of these risks, the Board applies the
principles detailed in the Financial Reporting Council’s
Guidance on Risk Management, Internal Control and
Related Financial and Business Reporting.
The following are some of the potential emerging risks
management and the Board are currently monitoring:
•
adverse changes in global macroeconomic
environment;
•
artificial intelligence;
•
geopolitical tensions; and
•
climate change.
Further details of the Company’s financial risk
management policies are provided inNote16 to the
financial statements.
Principal risks
=
1
. Since 31 January 2024,
=
indicates no change, indicates an increase and indicates a decrease.
36 Octopus Apollo VCT plc — Annual report and financial statements 2025
continued
Risks and risk management
Risk Mitigation Change
1
VCT qualifying status risk:
Apollo is required at all times to observe the conditions
for the maintenance of HMRC-approved VCT status.
The loss of such approval could lead to Apollo and its
investors losing access to the tax benefits associated with
VCT status and, in certain circumstances, to investors
being required to repay the initial income tax relief on
their investment.
Prior to making an investment, the Portfolio Manager seeks assurance from Apollo’s
VCT status adviser that the investment will meet the legislative requirements for VCT
investments.
On an ongoing basis, the Portfolio Manager monitors Apollo’s compliance with VCT
regulations on a current and forecast basis to ensure ongoing compliance with VCT
legislation. Regular updates are provided to the Board throughout the year.
The VCT status adviser formally reviews Apollo’s compliance with VCT regulations on a
bi-annual basis and reports its results to the Board.
VCT status monitoring
by independent advisers
continues to reduce the risk
of an issue causing a loss of
VCT status.
Risk Mitigation Change
1
Operational – reliance on third parties:
The Board is reliant on the Portfolio Manager to manage
investments effectively, and manage the services of a
number of third parties, in particular the registrar and
tax advisers. A failure of the systems or controls at the
Portfolio Manager or third-party providers could lead to
an inability to provide accurate reporting and to ensure
adherence to VCT and other regulatory rules.
The Board reviews the system of internal control, both financial and non-financial,
operated by the Portfolio Manager (to the extent the latter are relevant to Apollo’s internal
controls). These include controls that are designed to ensure that Apollo’s assets are
safeguarded and that proper accounting records are maintained, as well as any regulatory
reporting. Feedback on other third-parties is reported to the Board on at least an annual
basis, including adherence to Service Level Agreements where relevant. During the year a
depositary has been appointed. This increases the number of key third parties involved in
the running of the Company, but also adds additional layers of oversight of the Portfolio
Manager.
No overall change in risk
exposure on balance.
Risk Mitigation Change
1
Information security:
A lack of suitable controls could result in a data breach
and fines and/or business disruption. The Board is reliant
on the Portfolio Manager and third parties to take
appropriate measures to prevent a loss of confidential
customer information or other malicious events.
Annual due diligence is conducted on third parties, which includes a review of their
controls for information security. The Portfolio Manager has a dedicated information
security team and a third party is engaged to provide continual protection in this area.
Asecurity framework is in place to help prevent malicious events. The Portfolio Manager
reports to the Board on an annual basis to update it on relevant information security
arrangements. Significant and relevant information security breaches are escalated to the
Board when theyoccur.
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.
=
=
=
1
. Since 31 January 2024,
=
indicates no change, indicates an increase and indicates a decrease.
Octopus Apollo VCT plc — Annual report and financial statements 2025 37
continued
Risks and risk management
Risk Mitigation Change
1
Economic:
Events such as an economic recession, movement in
interest rates, fluctuations in foreign exchange rates,
inflation, political instability and rising living costs could
adversely affect some smaller companies’ valuations,
as they may be more vulnerable to changes in trading
conditions or the sectors in which they operate. This
could result in a reduction in the value of Apollo’s assets.
Apollo invests in a portfolio of companies serving markets across a diverse range of
sectors, which helps tomitigate against the impact of performance in any one sector.
Apollo also maintains adequate liquidity tomake sure that it can continue to provide
follow-on investment to those portfolio companies that require itand which is supported
by the individual investment case.
The Portfolio Manager monitors the impact of macroeconomic conditions on an ongoing
basis and provides updates to the Board at least quarterly.
Increased exposures
reflected in the previous
periods remain and have
heightened further as
economic uncertainty
persists through interest rate
changes, the risk of recession
and other economic factors.
Risk Mitigation Change
1
Legislative:
A change to the VCT regulations could adversely impact
Apollo by restricting the companies Apollo can invest in
under its current strategy. Similarly, changes to VCT tax
reliefs for investors could make VCTs less attractive and
impact Apollo’s ability to raise further funds.
Failure to adhere to other relevant legislation and
regulation could result in reputational damage and/or
fines.
We are also pleased that the sunset clause in place for
April 2025, regarding eligibility of VCTs for tax relief, has
been extended to 2035.
The Portfolio Manager engages with HM Treasury and industry bodies to demonstrate the
positive benefits of VCTs in terms of growing UK companies, creating jobs and increasing
tax revenue, and to help shape any change to VCT legislation.
The Portfolio Manager employs individuals with expertise across the legislation and
regulation relevant to Apollo. Individuals receive ongoing training and external experts are
engaged where required.
Risk exposure has
continued to reduce since
the previous period following
the extension of the sunset
clause to 2035 being agreed.
1
. Since 31 January 2024,
=
indicates no change, indicates an increase and indicates a decrease.
38 Octopus Apollo VCT plc — Annual report and financial statements 2025
Risk Mitigation Change
1
Liquidity:
Apollo invests in smaller unquoted companies, which are
inherently illiquid as there is no readily available market
for these shares. Therefore, these may be difficult to
realise for their fair market value atshortnotice.
The Portfolio Manager prepares cash flow forecasts to make sure cash levels are
maintained in accordance with policies agreed with the Board. Apollo’s overall liquidity
levels are monitored on a quarterly basis by the Board, with close monitoring of available
cash resources. Apollo maintains sufficient cash and readily realisable securities, including
MMFs and OEICs, which can be accessed at short notice. At 31 January 2025, 91% of
current asset investments were held in MMFs, realisable within one business day, and 9%in
OEICs, realisable within seven business days.
Risk exposure remains
unchanged from the
previous period.
Risk Mitigation Change
1
Valuation:
While investments within the portfolio are valued
in accordance with International Private Equity and
Venture Capital (IPEV) valuation guidelines, for smaller
companies establishing a fair value can be difficult
due to the lack of readily available market data for
similar shares, resulting in a limited number of external
reference points.
Valuations of portfolio companies are performed by appropriately experienced staff, with
detailed knowledge of both the portfolio company and the market in which it operates.
These valuations are then subject to review and approval by the Octopus Valuations
Committee, comprised of staff who are independent of Octopus Ventures and with
relevant knowledge of unquoted company valuations. The Board reviews valuations after
they have been agreed by the Octopus Valuations Committee.
Risk exposure remains
unchanged from the
previous period due to
economic uncertainty within
valuation modelling.
continued
Risks and risk management
=
=
1
. Since 31 January 2024,
=
indicates no change, indicates an increase and indicates a decrease.
Octopus Apollo VCT plc — Annual report and financial statements 2025 39
Business review
The objective of the Company is to invest in a diversified portfolio of smaller unquoted UK
companies which meet the relevant criteria for VCTs in order to generate income and capital
growth over the long term. Investments are made selectively, primarily in the Technology sector,
in companies that have the potential to grow and enhance their value. The Company’s
investments are managed byOctopus.
Investment policy
The Company’s investment policy is designed to enable
the Company to comply with the VCT qualifying
conditions. It invests predominantly in unquoted smaller
companies and expects that this will continue to make up
the significant majority of the portfolio. It will also retain
holdings in cash or near-cash investments to provide a
reserve of liquidity, which will maximise the Company’s
flexibility as to the timing of investment acquisitions and
disposals, dividend payments and share buybacks.
Unquoted investments are structured using various
investment instruments, including ordinary and
preference shares, loan stocks and convertible securities,
to achieve an appropriate balance of income and capital
growth, having regard to the VCT legislation. Although
the Company invests primarily in the Technology sector,
the portfolio is diversified by investing in a broad range of
sub-sectors. The normal investment period into portfolio
companies is typically expected to be between the range
of three to seven years. Any uninvested funds are held in
cash, MMFs and OEICs.
Although the Directors cannot be sure of the overall impact
of macroeconomic and geopolitical uncertainties on the
investment portfolio and performance over the medium
term, the Company spreads the risk of the portfolio by
investing in companies operating in a diverse range of
sub-sectors, using a variety of securities. Concentration risk
is mitigated by ensuring that at the point of investment no
more than 15% of the Company by value will be in any one
investment, complying with HMRC rules.
The value of individual investments is expected to increase
over time as a result of trading progress and a continuous
assessment is made of investments’ suitability for sale
to make sure we optimise the timing of such sale. The
Company’s VCT qualifying investments are held with a view
to long-term capital growth as well as income generation and
will often have limited marketability. Asaresult, it is possible
that individual holdings may grow in value to the point where
they represent a significantly higher proportion of total assets
prior to a realisation opportunity being available.
Investments are made using shareholders’ funds and it is
not currently intended that the Company will take on any
long-term borrowings.
No material changes may be made to the Company’s
investment policy described above without the prior
approval of shareholders by the passing of an Ordinary
Resolution. The Directors monitor the investment process
and ensure compliance with the investment policy.
A review of the investment portfolio and of market
conditions during the year is included in the Chair’s
Statement and Portfolio Manager’s Review which form
part of the Strategic Report on pages 3 to 25. This
Business Review also forms part of the Strategic Report
onpages39to 40.
Co-investment policy
Where one or more of the companies or funds managed
or advised by Octopus wishes to participate in an
investment opportunity, allocations will be made by
Octopus in how they split this across their funds as at
the date of the investment. In the event of a conflict of
interest on the part of Octopus or where co-investment is
proposed to be made other than on a pro-rata basis, such
an investment requires the approval of the Board.
40 Octopus Apollo VCT plc — Annual report and financial statements 2025
Business review
Liquidity strategy
The Board’s strategy is to maintain an appropriate level of
liquidity in the Balance Sheet to continue to achieve the
following four targets:
•
to support further permissible investment in existing
portfolio companies if required;
•
to take advantage of new investment opportunities as
they arise;
•
to support the target dividend flow; and
•
to provide liquidity to investors through the ability to buy
back the Company’s shares as they become available.
Liquidity in Apollo is primarily driven by profitable exits
and fundraising activities. Liquidity is considered in detail
as part of the Board’s review of viability and going concern
as detailed on page 45, along with various other factors.
VCT regulation
Compliance with the required VCT rules and regulations
is considered when all investment decisions are made.
Octopus measure this on a continuous basis and it is
reviewed by external advisers every six months who
perform a comprehensive validation exercise. The primary
purpose of the investment policy is to make sure the
Company continues to qualify and is approved as a VCT
by HMRC. The main criteria to which the Company must
adhere are detailed on page 98.
The Portfolio Manager will continue to monitor the
Company’s compliance with the VCT rules to make sure
itmeets the requirements at all times.
continued
Performance
The Board is responsible for setting the Company’s
investment strategy and performance, although the
management of the investment portfolio is delegated
to Octopus through the Investment Management
Agreement, as referred to in the Directors’ report
onpage58.
The graph below compares NAV total return
(
gross
dividends reinvested
)
of the Company over the period from
January 2015 to January 2025 with the total return from
a notional investment in relevant indices over the same
period
(
all rebased to £100
)
. These indices are considered to
be the most appropriate broad equity market indices for
comparative purposes, given the nature of the underlying
investments. The Board wishes to point out that VCTs are
not able to make investments in companies quoted on the
Main Market in their observance of the VCT rules.
The Strategic Report was approved by the Board on
22 May 2025 and signed on its behalf by:
Murray Steele
Chair
22 May 2025
Jan-24
Jul-23
Jan-23
Jul-22
Jan-22
Jul-21
Jan-21
Jul-20
Jan-20
Jul-19
Jan-19
Jul-18
Jan-18
Jul-17
Jan-17
Jul-16
Jan-16
Jul-15
Jan-15
NAV Total Return (gross dividend re-invested) + 30% up front income tax relief, based on a notional investment of £100 on 31 January 2015
FTSE Small-Cap ex Investment trusts total return, based on £100 notional investment on 31 January 2015 and the reinvestment of all income
FTSE All-Share total return, based on £100 notional investment on 31 Janaury 2015 and the reinvestment of all income
NAV Total Return (gross dividend re-invested), based on a notional investment of £100 on 31 January 2015
Value of £100 investment (£)
0
40
80
120
160
200
240
Jan-25
Jul-24
Net asset value and share price total return
Octopus Apollo VCT plc — Annual report and financial statements 2025 41
Governance
Board of Directors 42
Corporate governance report 44
Leadership and purpose 46
Division of responsibilities 47
Composition, succession and evaluation 48
Audit, risk and internal control 50
Management Engagement Committee 53
Directors’ remuneration report 54
Directors’ report 58
42 Octopus Apollo VCT plc — Annual report and financial statements 2025
Board of Directors
Murray Steele
Chair
Murray was appointed as Director and Chair on
completion of the merger of Octopus Apollo VCT 1 plc,
Octopus Apollo VCT 2 plc and Octopus Apollo VCT4plc
with the Company on 28 September 2012. Murray has
had a broad range of experience as a Director of a
number of companies. Currently he is Chair of Surface
Generation Limited, a hi-tech engineering company.
Murray has Bachelor’s and Master’s degrees in mechanical
engineering from the University of Glasgow, an MBA
from Cranfield School of Management and holds an
accounting qualification. Murray was formerly a Director
of Octopus Apollo 4 VCT plc.
Christopher Powles
Non-Executive Director
Chris was appointed as a Director on completion of the
merger of Octopus Apollo VCT 1 plc, Octopus Apollo VCT
2 plc and Octopus Apollo VCT 4 plc with the Company
on 28 September 2012. Chris was the principal founder of
PiCapital, a private client fund management company
that specialised in investing in smaller unquoted
companies. Subsequently he was the Finance Director
of an AIM-traded company, as well as a Non-Executive
Director of both listed and private companies. Currently,
he is involved in a major renewable energy and
development project in central Africa. Chris is a Chartered
Accountant, having qualified at what is now part of PwC,
and has a BA Hons degree from the University of Oxford.
Chris was formerly a Director of Octopus Apollo 4 VCT plc.
Key:
A
Audit Committee
N
Nomination and Remuneration Committee
M
Management Engagement Committee Independent
Chair
Claire Finn
Senior Independent Director
Claire was appointed as a Director on 21 September
2021. Claire has spent the majority of her professional
career working for BlackRock, where she held a variety
of leadership positions. Claire now has a portfolio of
Non-Executive Director roles. Her other current roles
include being Chair of UBS Asset Management Life
Limited and Non-Executive Director of Artemis Fund
Managers Limited, The Law Debenture Corporation plc,
Sparrows Capital Limited and Baillie Gifford Shin Nippon
plc. Claire has a BA Hons degree from Leeds University
and a Master’s degree in Finance from the University
ofLondon.
A
N
M
A
N
M
A
N
M
Octopus Apollo VCT plc — Annual report and financial statements 2025 43
Key:
A
Audit Committee
N
Nomination and Remuneration Committee
M
Management Engagement Committee Independent
Chair
Gillian Elcock
Non-Executive Director
Gillian was appointed as a Director on 1 December 2023.
Gillian is the founder of Denny Ellison, an independent
investment research and training company, and was
its Managing Director for ten years. Prior to this, she
worked as an equity research analyst for several years
at Putnam Investments and Insight Investment. Gillian
is a Non-Executive Director of Melrose Industries plc,
International Biotechnology Trust plc and STS Global
Income & Growth Trust plc. She was previously a member
of the board of the CFA Society of the UK. Gillian
holds an MBA from the Harvard Business School and
MEngand BScdegrees from the Massachusetts Institute
ofTechnology.
Alex Hambro
Non-Executive Director
Alex was formerly Chair of Octopus Eclipse VCT plc and
was appointed as a Director on 19 December 2016, on
completion of the merger of Octopus Eclipse VCT plc
with the Company. Alex has spent the last 29 years in the
venture capital and private equity sector. As a Director
of Hambro Group Investments, he was responsible for
the establishment and operations of the Hambro Private
Equity Group, which sponsored nine Fund Managers
in the UK, Europe, the US and Australia. Alongside his
responsibilities with the Company, Alex also sits on the
board of Judges Scientific Plc, Oberon Investments
Group plc and Cloudified Holdings Limited and is a Non-
Executive Director of several private companies.
Board of Directors
continued
A
N
M
A
N
M
44 Octopus Apollo VCT plc — Annual report and financial statements 2025
Corporate governance report
The AIC Code addresses the principles and provisions
set out in the UK Corporate Governance Code
(
the ‘UK
Code’
)
, issued by the Financial Reporting Council
(
FRC
)
in
July 2018, as well as setting out additional provisions on
issues that are of specific relevance to the Company. The
FRC has confirmed that members of the AIC, who report
against the AIC Code, will be meeting their obligations
in relation to the UK Code and the associated disclosure
requirements under paragraph 6.6.6 of the UK Listing
Rules. The AIC Code is available on the AIC website at:
www.theaic.co.uk. Itincludes an explanation of how
the AIC Code adapts the principles and provisions set out
in the UK Code to make them relevant for investment
companies. The Board is aware of the revisions to the UK
Corporate Governance Code, announced in January 2024,
and will be reporting against these in due course.
Corporate governance within the closed-ended
investment company industry differs from that of other
companies. In addition, VCTs differ from most other
investment companies in that they have developed, over
many years, a complex range of additional legal, tax and
regulatory requirements.
Apollo, as a VCT and closed-ended investment company,
has particular factors which have an impact on its
governance arrangements. Apollo:
•
outsources all day-to-day activities
(
such as portfolio
management, administration, accounting, custody
and company secretarial
)
. This means that it is
governed entirely by a Board of Non-Executive
Directors. In these circumstances, the proper oversight
of these relationships is the key aspect of achieving
good corporate governance;
•
does not have executive directors or employees. As a
consequence, significant ‘corporate memory’ comes
from the Non-Executive Directors; and
•
does not have customers, only shareholders.
The AIC Code deals with matters such as the relationship
with the manager and other service providers.
In practice, most of the time spent by the board of a
well-functioning investment company should be spent
on matters of general corporate governance
(
e.g. the
investment strategy, policy and performance
)
, which
applies to Apollo.
The Company is committed to maintaining high
standards in corporate governance. The Directors
consider that the Company has, throughout the period
under review, complied with the provisions set out in the
AIC Code, with the exception of the items outlined below:
•
the Chair is a member of the Audit and Risk
Committee, which is considered appropriate based on
the limited number of Directors;
•
the Chair is also Chair of the Nomination and
Remuneration Committee, of which all Directors are
members. The Directors consider this appropriate given
the size of the Board;
•
the Company has no major shareholders with a
notifiable interest. Shareholders have an opportunity
to meet with the Non-Executive Directors at the AGM.
Shareholders are welcome to contact the Board or
Octopus at any time; and
•
the Directors do not all stand for annual re-election.
This is to make sure experience is retained on the Board
and that the Company has at least two Directors at all
times. Ashighlighted earlier, the Board considers all the
Directors to be independent of the Portfolio Manager.
The Board of Apollo has considered the principles and provisions of the Association of Investment
Companies Code of Corporate Governance
(
the ‘AIC Code’
)
.
Octopus Apollo VCT plc — Annual report and financial statements 2025 45
Corporate governance report
continued
Viability statement
In accordance with provision 36 of the AIC Code of
Corporate Governance, the Directors have assessed the
prospects of the Company over a period of five years,
consistent with the expected investment holding period of
a VCT investor. Under VCT rules, subscribing investors are
required to hold their investment for a five-year period in
order to benefit from the associated tax reliefs. The Board
regularly considers strategy, including investor demand
for the Company’s shares, and a five-year period is
considered to be a reasonable time horizon for this.
The Board carried out a robust assessment of the
emerging and principal risks facing the Company and its
current position.
This includes risks which may adversely impact its
business model, future performance, solvency or liquidity,
and focused on the major factors which affect the
economic, regulatory and political environment. Particular
consideration was given to the Company’s reliance
on, and close working relationship with, the Portfolio
Manager. The principal risks faced by the Company and
the procedures in place to monitor and mitigate them are
set out on pages 35 to 38.
The Board has carried out robust stress testing of cash
flows which included assessing the resilience of portfolio
companies, including the requirement for any future
financial support and the ability to pay dividends and
buybacks.
The Board has additionally considered the ability of the
Company to comply with the ongoing conditions to make
sure it maintains its VCT qualifying status under its current
investment policy.
Based on the above assessment the Board confirms that
it has a reasonable expectation that the Company will
be able to continue in operation and meet its liabilities as
they fall due over the five-year period to 31 January 2030.
The Board is mindful of the ongoing risks and will continue
to make sure that appropriate safeguards are in place, in
addition to monitoring the cash flow forecasts to make
sure that the Company has sufficient liquidity.
Going concern
The Company’s business activities, together with
the factors likely to affect its future development,
performance and position, are set out in the Strategic
Report, on pages 2 to 40. Further details on the
management of financial risk may be found in Note 16 to
the financial statements.
The Board receives regular reports from the Portfolio
Manager and the Directors believe that, as no material
uncertainties leading to significant doubt about going
concern have been identified, it is appropriate to continue
to adopt the going concern basis in preparing the financial
statements.
As mentioned in the Business Review, the Board has
considered the Company’s cash flow projections, including
performing stress tests and found these to be realistic and
reasonable.
The assets of the Company include holdings in MMFs and
OEICs which are readily realisable, as well as cash. As at
31January 2025 cash and current asset investments made
up 20% of net assets and, accordingly, the Company has
adequate financial resources to continue in operational
existence for at least the next twelve months from the
date of this report.
46 Octopus Apollo VCT plc — Annual report and financial statements 2025
Leadership and purpose
Board of Directors
The Company has a Board of five Non-Executive
Directors, all of whom are considered to be independent of
the Company’s Portfolio Manager, Octopus Investments.
The Board meets a minimum of five times per annum,
and on other occasions as required, to review the
investment performance and monitor compliance with
the investment policy laid down by the Board.
The Board has a formal schedule of matters specifically
reserved for its decision, which includes:
•
the consideration and approval of future developments
or changes to the investment policy, including risk and
asset allocation;
•
consideration of corporate strategy;
•
approval of the appropriate dividend to be paid to the
shareholders;
•
the appointment, evaluation, removal and
remuneration of the Portfolio Manager;
•
the performance of the Company, including monitoring
of the discount of the net asset value to the share price;
and
•
monitoring shareholder profiles and considering
shareholder communications.
The Chair leads the Board in the determination of
its strategy and in the achievement of its objectives.
The Chair is responsible for organising the business of
the Board, ensuring its effectiveness and setting its
agenda, and has no involvement in the day-to-day
business of the Company. He facilitates the effective
contribution of the Directors and ensures that they
receive accurate, timely and clear information and
that they communicate effectively with shareholders.
The Company Secretary is responsible for advising the
Board on all governance matters. All of the Directors
have access to the advice and services of the Company
Secretary, who has administrative responsibility for the
meetings of the Board and its Committees. Directors
may also take independent professional advice at the
Company’s expense where necessary in the performance
of their duties.
The Company’s Articles of Association and the schedule of
matters reserved to the Board for decision provide that the
appointment and removal of the Company Secretary is a
matter for the full Board.
During the year the following meetings were held:
Board meeting
attendance
Audit and Risk
Committee meeting
attendance
Nomination and
Remuneration
Committee meeting
attendance
Management
Engagement Committee
meeting attendance
Murray Steele
(
Chair
)
5/6 4/5 2/2 1/1
Christopher Powles 6/6 5/5 2/2 1/1
Alex Hambro 6/6 5/5 2/2 1/1
Claire Finn 6/6 5/5 2/2 1/1
Gillian Elcock 6/6 5/5 2/2 1/1
Additional meetings not included above were held as required to address specific issues including considering recommendations from the Portfolio
Manager, allotments and share repurchases. A brief biographical summary of each Director is given on pages 42 to 43.
Powers of the Directors
Subject to the provisions of the Companies Act, the
Memorandum and Articles of Association of the
Company and any directions given by shareholders by
Special Resolution, the Articles of Association specify
that the business of the Company is to be managed by
the Directors, who may exercise all the powers of the
Company, whether relating to the management of the
business or not. In particular the Directors may exercise
on behalf of the Company its powers to purchase its own
shares to the extent permitted by shareholders. Authority
was given at the Company’s AGM held on 10 July 2024
to make market purchases of up to 126,493,699 Ordinary
shares, as per the terms set out in the relevant resolution.
Renewed authority is being sought at the 2025 AGM as set
out in the notice of meeting.
Board committees
The Board has appointed three committees to make
recommendations to the Board in specific areas.
The Audit and Risk Committee, chaired by Christopher
Powles, consists of all five Directors. The independence of
the Audit and Risk Committee is not impaired by this and
due to the structure of Apollo the Board considers this to
be appropriate. The Audit and Risk Committee believes
Mr Powles possesses appropriate and relevant financial
experience as per the requirements of the AIC Code of
Corporate Governance. TheBoard considers that the
members of the Committee are independent and have
collectively the skills and experience required to discharge
their duties effectively. The Audit and Risk Committee
Report is given on pages50to 52.
Division of responsibilities
The Management Engagement Committee assists the
Board in evaluating the performance of the Portfolio
Manager and other third-party service providers engaged
by the Company. The Management Engagement
Committee is chaired by Claire Finn and comprises all five
Directors.
The Nomination and Remuneration Committee,
comprising all five Directors and chaired by Murray Steele,
considers the selection and appointment of Directors to
the Board and its committees. The Committee considers
composition and succession, appointing new members on
merit, measured against objective criteria with due regard
for the benefits of gender and diversity. The Committee
also has responsibility for setting the remuneration policy
for the Non-Executive Directors. All Directors are members
of the Committee. The Directors consider this appropriate
given the size of the Board. Detailed information relating
to the remuneration of Directors is given in the Directors’
Remuneration Report on pages 54 to 57.
Octopus Apollo VCT plc — Annual report and financial statements 2025 47
48 Octopus Apollo VCT plc — Annual report and financial statements 2025
Composition, succession and evaluation
As reported previously, the Board has decided that each
year two Directors will offer themselves for re-election.
The Board believes that this is in the best interests of
shareholders as it complies with the Company’s Articles
of Association, the Companies Act for a listed company
and the UK Listing Rules to have a minimum of two
Directors. Directors appointed by the Board will stand
for election at the next AGM following appointment.
The Director rotation for re-election is as follows:
Date of Original
Appointment
Due Date for
Election/
Re-election
Murray Steele
(
Chair
)
28/09/2012 AGM 2026
Christopher Powles 28/09/2012 AGM 2025
Alex Hambro 19/12/2016 N/A
Claire Finn 21/09/2021 AGM 2026
Gillian Elcock 01/12/2023 AGM 2025
Independence
The Directors believe that, in line with the AIC Code, all
members of the Board are independent and as such are
identified as independent in character and judgement
with respect to their duties to the shareholders.
The Directors note the beneficial shareholding of the
Chair in shares of Octopus Group Holdings Limited
(
‘O G HL’
)
, the parent company of the Manager,
representing 0.1% of the issued share capital of OGHL,
but are satisfied that he has no significant influence
and therefore his independence is not impacted. The
Directors also note that the Chair provides periodic
training courses to Octopus Investments Limited for
which he receives a fee. These courses are in the normal
course of business and are not considered material so
again have no impact on his independence.
Length of service of the Chair and other Directors is
one of a number of factors taken into account when
considering the contribution and ongoing independence
of the Board, both individually and in terms of overall
composition. The Board considers the experience,
range of skills, knowledge of Apollo and its operating
environment and diversity of the Directors. Accordingly,
the Board’s policy on tenure is that the term the Chair
and other Directors serve on the Board should not be
restricted to a fixed time limit in order to ensure sufficient
corporate memory and consistent adherence to strategy.
Board succession
The Directors recognise the importance of ensuring the
Board remains independent, and collectively has sufficient
breadth of experience and expertise to appropriately
represent Apollo’s shareholders’ best interests. As part
of succession planning, Trust Associates Limited, who
are independent of Apollo, have been engaged in the
recruitment of a Non-Executive Director to replace Alex
Hambro. The recruitment process is currently underway
and an announcement will be made once a Non-Executive
Director has been appointed to the Board of Directors.
Performance evaluation
Each year a formal performance evaluation is undertaken
of the Board as a whole, its Committees and the Directors in
the form of a questionnaire. The Directors were made aware
of the annual performance evaluation on their appointment.
The Chair provides a summary of the findings to the Board,
which are discussed at the next meeting and an action
plan agreed. There were no issues requiring action in the
period. The performance of the Chair was evaluated by the
other Directors led by the Senior Independent Director.
The Board also conducts an evaluation of Octopus,
as the Portfolio Manager, and feedback of the results
of the evaluation is provided to Octopus. Further
details can be found in the Report of the Management
Engagement Committee on page 53.
Gender and diversity
The Board of Directors comprises two female and
three male Non-Executive Directors with considerable
experience of the VCT and investment management
industries, and investment in early-stage growth
companies. The diversity and composition of the
Board is reviewed on an annual basis. As per UK Listing
Rule 6.6.6R
(
9
)(
a
)
40% of individuals on the Company’s
Board were women as at 31 January 2025.
As the Company is externally managed the roles of
CEO or CFO do not exist. The Company considers
the role of Senior Independent Director as a senior
Board position. This position is held by a woman.
Furthermore, 20%of the Board is comprised of a
person from a minority ethnic background.
The tables on the following page which report on
gender identity/sex and ethnic background are
included for completeness.
Octopus Apollo VCT plc — Annual report and financial statements 2025 49
Gender identity or sex
Number of Board
members
Percentage
of the Board
Number of senior
positions on the Board
(
CEO, CFO, SID and Chair
)
1
Men 3 60% 1
Women 2 40% 1
Not specified/prefer not to say – – –
1
The Company is externally managed and therefore does not have executive management functions, specifically it does not have a CEO or CFO. The
Company considers that the role of Chair and Senior Independent Director are senior positions. Of these two senior positions, one is performed by a
man and one by a woman.
Ethnic background
Number of Board
members
Percentage
of the Board
Number of senior
positions on the Board
(
CEO, CFO, SID and Chair
)
2
White British or Other White
(
including minority white groups
)
4 80% 2
Mixed/Multiple Ethnic Groups – – –
Asian/Asian British – – –
Black/African/Caribbean/Black British 1 20% –
Other ethnic group – – –
Not specified/prefer not to say – – –
2
The Company is externally managed and therefore does not have executive management functions, specifically it does not have a CEO or CFO. The
Company considers that the role of Chair and Senior Independent Director are senior positions. Of these two senior positions, one is performed by a
man and one by a woman.
Composition, succession and evaluation
continued
Appointment and replacement of Directors
A person may be appointed as a Director of the
Company by the shareholders in a general meeting
by Ordinary Resolution
(
requiring a simple majority of
the persons voting on the relevant resolution
)
or by the
Directors; no person, other than a Director retiring by
rotation or otherwise, shall be appointed or re-appointed
a Director at any general meeting unless he or she is
recommended by the Directors or, not less than seven
nor more than 42clear days before the date appointed
for the meeting, notice is given to the Company of the
intention to propose that person for appointment or
re-appointment in the form and manner set out in the
Company’s Articles of Association. Each Director who
is appointed by the Directors
(
and who has not been
elected as a Director of the Company by the members
at a general meeting held in the interval since his or her
appointment as a Director of the Company
)
is to be
subject to election as a Director of the Company by the
members at the first AGM of the Company following
his or her appointment. At each AGM of the Company
one-third of the Directors for the time being, or if their
number is not three or an integral multiple of three
the number nearest to but not exceeding one-third,
are to be subject to re-election. The Companies Act
allows shareholders in meetings by Ordinary Resolution
(
requiring a simple majority of the persons voting on
the relevant resolution
)
to remove any Director before
the expiration of his or her period of office, but without
prejudice to any claim for damages which the Director
may have for breach of any contract of service between
him or her and the Company. A person also ceases to
be a Director if he or she resigns in writing, ceases to be
a Director by virtue of any provision of the Companies
Act, becomes prohibited by law from being a Director,
becomes bankrupt or is the subject of a relevant
insolvency procedure, or becomes of unsound mind,
or if the Board so decides following at least six months’
absence without leave or if he or she becomes subject to
relevant procedures under the mental health laws, as set
out in the Company’s Articles of Association.
The Board does not have a policy limiting the tenure of
any Director, including the Chair, as the Board does not
consider that a Director’s length of service reduces their
ability to act independently of the Portfolio Manager.
50 Octopus Apollo VCT plc — Annual report and financial statements 2025
This report is submitted in accordance with the AIC
Code of Corporate Governance in respect of the
year ended 31 January 2025 and describes the work
of the Audit and Risk Committee in discharging its
responsibilities.
The Committee’s key objective is the provision of
effective governance of the appropriateness of the
Company’s financial reporting, the performance of the
auditor and the management of the internal control and
business risks systems. The Directors forming the Audit
and Risk Committee can be found on pages 42 to 43.
Matters considered by the Audit and Risk
Committee
The Audit and Risk Committee’s terms of reference
include the following responsibilities:
•
reviewing and making recommendations
to the Board in relation to the Company’s
published financial statements and other formal
announcements relating to the Company’s financial
performance;
•
advising the Board on whether the Annual Report
and Accounts, taken as a whole, is fair, balanced and
understandable;
•
reviewing the viability and going concern assessment;
•
advising the Board on whether the Annual Report
and Accounts provides necessary information for
shareholders to assess position and performance,
business model and strategy;
•
reviewing and making recommendations to the
Board in relation to the Company’s internal control
(
including internal financial control
)
and risk
management systems;
•
periodically considering the need for an internal
audit function;
•
reviewing the valuations of the investments portfolio;
•
making recommendations to the Board in relation
to the appointment, re-appointment and removal of
the external auditor and approving the remuneration
and terms of engagement of the external auditor;
•
reviewing the external auditor’s audit plan;
•
reviewing and monitoring the external auditor’s
independence and objectivity and the effectiveness
of the audit process, taking into consideration
relevant UKregulatory requirements;
•
monitoring the extent to which the external auditor is
engaged to supply non-audit services; and
•
ensuring that the Portfolio Manager has
arrangements in place for the investigation and
follow-up of any concerns raised confidentially by
staffin relation to propriety of financial reporting or
other matters.
As part of the process of working with the Board to
maximise effectiveness, meetings of the Committee
usually take place immediately prior to a Board
meeting and a report is provided on relevant matters
to enable the Board to carry out its duties.
The Committee reviews its terms of reference and its
effectiveness periodically and recommends to the
Board any changes required as a result of the review.
The terms of reference are available on request from
the Company Secretary. The Committee meets at least
twice each year and on an ad hoc basis as necessary
and has direct access to BDO LLP, the Company’s
external auditor.
Auditor appointment
When considering whether to recommend the
appointment or re-appointment of the external
auditor, the Committee takes into account the tenure
of the current auditor in addition to comparing the
fees charged by similar sized audit firms. The current
auditor was appointed on 12 July 2018 following a
competitive tender process. Elizabeth Hooper was
appointed as audit partner for the 2024 year-end audit
following rotation requirements for the previous audit
partner to be rotated off. The year ended 31 January
2025 represents Elizabeth Hooper’s second year as
audit partner.
Audit, risk and internal control
Audit and Risk Committee report
Octopus Apollo VCT plc — Annual report and financial statements 2025 51
Audit, risk and internal control
continued
Auditor independence and objectivity
The Committee reviews the information and
assurances provided by the auditor on its compliance
with the relevant ethical standards. No non-audit
services were provided by the auditor during the
period. The auditor confirmed that they have not
identified any other relationships or threats that may
reasonably be thought to bear on their objectivity and
independence which was agreed by the Audit and Risk
Committee.
Auditor evaluation
The effectiveness of the external audit is assessed as
part of the Board evaluation conducted annually and
by the quality and content of the audit plan and report
provided to the Committee by the Auditor and the
resultant discussions on topics raised. The Committee
also challenges the Auditor when present at a
Committee meeting if appropriate. In accordance with
guidance issued by the Financial Reporting Council the
audit partner is rotated every five years to make sure
that objectivity and independence is not impaired.
Internal audit
The Company does not have an independent internal
audit function as it is not deemed necessary given
the nature of the Company’s business. However, the
Committee considers annually whether there is a need
for such a function and, if so, would recommend this to
the Board. Octopus has an internal audit team which
is supported, as required, by external consultants.
Octopus’ Compliance Department reports to the Board
on the outcome of the internal audits that have taken
place, in so far as these relate to the Company, and
confirms the absence of any issues relating to internal
audit, of which the Board should be aware.
Octopus undertakes to immediately raise to the
Committee any significant issues arising from the
Octopus internal audit that affect the Company. The
Committee is satisfied with the level of reporting.
The Committee will monitor the significant risks at
each meeting and Octopus will work closely with the
Board to mitigate the risks and the resultant impact.
Discharge of responsibilities
During the period ended 31 January 2025, the Audit
and Risk Committee discharged its responsibilities by:
•
reviewing and amending the Committee’s terms of
reference;
•
reviewing and updating the Company’s risk register;
•
reviewing and approving the external auditor’s terms
of engagement and remuneration;
•
reviewing the external auditor’s plan for the audit
of the Company’s financial statements, including
identification of key risks and confirmation of auditor
independence;
•
reviewing the Octopus statement of internal controls
in relation to the Company’s business and assessing
the effectiveness of those controls in minimising the
impact of key risks;
•
reviewing periodic reports on and the effectiveness
of the Octopus compliance and internal audit
procedures;
•
reviewing the valuations of the investment portfolio;
•
reviewing the appropriateness of the Company’s
accounting policies;
•
reviewing the Company’s draft annual financial and
half-year results statements prior to Board approval;
•
reviewing the external auditor’s Audit Findings
Report to the Committee on the annual financial
statements; and
•
reviewing the Company’s going concern status as
referred to on page 45.
The Committee has considered the Annual Report
and Accounts for the year ended 31 January 2025 and
has reported to the Board that it considers them to be
fair, balanced and understandable and providing the
information necessary for shareholders to assess the
Company’s position and performance, business model
and strategy.
Financial reporting matters
The Audit and Risk Committee is responsible for
considering significant issues that arise in relation to
the financial statements. The Committee has identified
the most significant financial reporting matter for the
Company as:
•
Valuation of investment portfolio: the Committee
gives special audit consideration to the valuation of
investments and the supporting data provided by the
Portfolio Manager. The impact of this risk could be a
large movement in the Company’s net asset value.
The valuations are supported by portfolio companies’
and third-party evidence. These give comfort to the
Audit and Risk Committee.
52 Octopus Apollo VCT plc — Annual report and financial statements 2025
The Audit and Risk Committee has identified the following
as a further financial reporting matter:
•
Management override of financial controls: the
Committee reviews all significant accounting estimates
that form part of the financial statements and consider
any material judgements applied by management
during the preparation of the financial statements.
These issues were discussed with the Portfolio Manager
and the Auditor at the conclusion of the audit of the
financial statements.
The Audit and Risk Committee is also responsible for
considering and reporting on any significant issues
that arise in relation to the audit of the financial
statements. The Audit and Risk Committee can
confirm that there were no significant issues to
report to the shareholders in respect of the audit
of the financial statements for the year ended
31January2025.
Internal controls
The Directors have overall responsibility for keeping under
review the effectiveness of the Company’s systems of risk
management and internal controls. The purpose of these
controls is to make sure that proper accounting records
are maintained, the Company’s assets are safeguarded
and the financial information used within the business
and for publication is accurate and reliable; such a system
can only provide reasonable and not absolute assurance
against material misstatement or loss. The system of risk
management and internal control is designed to manage
rather than eliminate the risk of failure to achieve the
business objectives.
The Portfolio Manager is engaged to carry out the
accounting function and retains physical custody of the
documents of title relating to unquoted investments.
Quoted investments are held in CREST. The Portfolio
Manager regularly reconciles the client asset register with
the physical documents.
The Directors confirm that they have established a
continuing process throughout the period and up to
the date of this report for identifying, evaluating and
managing the significant potential risks faced by the
Company and have reviewed the effectiveness of the
risk management and internal control systems. As part
of this process an annual review of the risk management
and internal control systems is carried out in accordance
with the Financial Reporting Council guidelines. The Board
does not consider it appropriate to have an internal audit
function due to the nature of Apollo’s transactions as this
would not be an appropriate control for a VCT.
The risk management and internal control systems relevant
to financial reporting include the production and review of
monthly bank reconciliations and management accounts.
All outflows made from the Company’s accounts require
the authority of two signatories from the Portfolio
Manager. Further to this, the Audit Partner has open
access to the Directors of the Company and the Portfolio
Manager is subject to regular review by the Octopus
Compliance and Octopus Internal AuditDepartments.
Financial risk management
The Company is exposed to the risks arising from its
operational and investment activities. Further details
can be found on pages 35 to 38 and in Note 16 to the
financialstatements.
Christopher Powles
Audit and Risk Committee Chair
22 May 2025
Audit, risk and internal control
continued
Octopus Apollo VCT plc — Annual report and financial statements 2025 53
Management Engagement Committee
The Board established a Management Engagement
Committee to help evaluate the performance of
the Manager and other third-party service providers
engaged by Apollo. The Committee is chaired by Claire
Finn, and comprises all five Directors.
The Committee’s responsibilities are:
•
to review, at least annually, the contractual
relationships with the Portfolio Manager and terms
of the Investment Management Agreement, to make
sure they are competitive and in the interests of
shareholders as a whole, making recommendations
to the Board on any variation to the terms which it
considers necessary or appropriate;
•
to review, at least annually, the performance of the
Portfolio Manager and describe its decisions and
rationale in the annual report;
•
to consider whether the appointment of the
Portfolio Manager continues to be in the interests of
shareholders;
•
to consider whether it is necessary or appropriate,
to negotiate/re-negotiate terms with the Portfolio
Manager;
•
to review the standard of services provided by the
Portfolio Manager under the terms of the Investment
Management Agreement, which covers investment
and non-investment services
(
administrative,
finance, company secretarial, sales and marketing
activities
)
;
•
to review, monitor and evaluate, at least annually,
the performance of the Company’s third-party
service providers in meeting their obligations under
their respective agreements and to ensure their
continued competitiveness and effectiveness,
making recommendations on any variation to
the terms of their appointment which it considers
necessary or appropriate;
•
to assess the Company’s third-party service
providers in their role as stakeholders and whether
there is an appropriate level of engagement with
them; and
•
to consider any conflicts of interest which may arise
for the providers of services to the Company.
The Committee met subsequent to the period end and
confirmed the continued appointment of Octopus,
under the currently agreed terms, was in the interests
of shareholders.
Claire Finn
Management Engagement Committee Chair
22 May 2025
Management Engagement Committee report
54 Octopus Apollo VCT plc — Annual report and financial statements 2025
Introduction
This report is submitted in accordance with the Large
and Medium-sized Companies and Groups
(
Accounts
and Reports
)
(
Amendment
)
Regulations 2013 in respect
of the year ended 31 January 2025. The reporting
obligations require that two sections be included,
aDirectors’ Remuneration Policy Report and an Annual
Remuneration Report, which are presented below.
The Company’s auditor, BDO LLP, is required to give its
opinion on certain information included in this report;
this comprises the Directors’ emoluments section and
share information below. Their report on these and
other matters is set out on pages 64 to 72.
Consideration by the Directors of matters
relating to Directors’ remuneration
During the year ended 31 January 2025, the Board
appointed the Nomination and Remuneration
Committee to consider remuneration; historically this
was considered by the Board.
The Board has not sought advice or services from
any external person in respect of its consideration of
Directors’ remuneration during the year, although the
Directors expect from time to time to review the fees
against those paid to the boards of Directors of other
VCTs. The Company does not have a Chief Executive
Officer, SeniorManagement or any employees.
Directors’ remuneration policy report
The Board consists entirely of Non-Executive Directors,
who meet at least five times a year and on other
occasions as necessary, to deal with important aspects of
the Company’s affairs. Directors are appointed with the
expectation that they will serve for, at least, a period of
three years. All Directors retire at the first general meeting
after election and thereafter at least two Directors are
subject to retirement by rotation at subsequent AGMs.
Re-election will be recommended by the Board but is
dependent upon the shareholder vote.
Each Director receives a letter of appointment. A Director
may resign by notice in writing to the Board at any time
giving three months’ notice. None of the Directors are
entitled to compensation payable upon early termination
of their contract other than in respect of any unexpired
notice period.
The maximum level of Directors’ remuneration is fixed
by the Company’s Articles of Association, not to exceed
£250,000 per annum in aggregate; any amendment to
this is by way of an Ordinary Resolution subject to the
approval of shareholders in a general meeting.
The Company’s policy is that the fees payable to the
Directors should reflect the time spent by the Board on the
Company’s affairs and the responsibilities borne by the
Directors. They should be sufficient to attract candidates
of high calibre to be recruited.
The policy is for the Chair of the Board and the Chair
of the Audit and Risk Committee to be paid higher
fees than the other Directors in recognition of their
more onerous roles. The policy is to review these
rates from time to time, although such review will not
necessarily result in any changes. Due to the nature
of the Company, there are no employees other than
the Directors and therefore there are no employee
remuneration issues to consider when determining the
Directors’ remuneration.
The Company’s policy is for the Directors to be
remunerated in the form of fees, payable quarterly
in arrears. The fees are not specifically related to
the Directors’ performance, either individually or
collectively. There are no long-term incentive schemes,
share option schemes or pension schemes in place.
No other remuneration or compensation was paid or
payable by the Company to any of the Directors during
the period.
An Ordinary Resolution to approve the Directors’
Remuneration Policy of the Company was put to
shareholders at the 2023 AGM and remains in force for
a three-year period.
Annual remuneration report
This section of the report is subject to approval by a simple
majority of shareholders at the 2025 AGM, as in previous
years.
Directors’ remuneration report
Octopus Apollo VCT plc — Annual report and financial statements 2025 55
Statement of voting at the Annual General Meeting
The most significant portion of the votes cast against a resolution at the 2024 AGM were
for the resolutions relating to the approval of the Directors’ Remuneration Report
(
4.81%
)
and the re-appointment of BDO LLP as auditor
(
3.66%
)
. No communication was received
from shareholders giving reasons for the votes against the resolutions. Shareholders’ views
are always welcomed and considered by the Board.
Company performance
The Board is responsible for the Company’s investment strategy and performance, although
the management of the Company’s investment portfolio is delegated to the Portfolio
Manager through the Investment Management Agreement, as referred to in the Directors’
Report. The performance graph on page 40 shows the performance of the Company.
Directors’ fees
(
audited
)
The amount of each Director’s fees, as audited, were:
Year ended
31 January
2025
£
Year ended
31 January
2024
£
Murray Steele
(
Chair
)
44,000 40,000
Christopher Powles 38,500 35,000
Alex Hambro 33,000 30,000
Claire Finn 33,000 30,000
Gillian Elcock
(
appointed on 1 December 2023
)
33,000 5,000
Total 181,500 140,000
The Directors do not receive any other form of emoluments in addition to the Directors’
fees; their total remuneration is fixed and not linked to the performance of the Company
and no bonuses were or will be paid to the Directors.
The Chair of the Company and Audit Chair receive additional remuneration over the basic
Director’s fee in recognition of the additional responsibilities and time commitment of
their roles. Directors’ fees are considered annually. These were last increased with effect
from 1 February 2024. There has been no increase in Directors’ fees in the reporting period.
Directors’ remuneration report
continued
56 Octopus Apollo VCT plc — Annual report and financial statements 2025
Directors’ fees annual percentage change
(
annualised
)
2025 %
change
2024 %
change
2023 %
change
2022 %
change
2021 %
change
Murray Steele
(
Chair
)
10% 0% 33% 0% 0%
Christopher Powles 10% 0% 40% 0% 0%
James Otter
(
resigned on
31July 2021
)
n/a n/a n/a
(
50%
)
0%
Alex Hambro 10% 0% 33% 0% 0%
Claire Finn
(
appointed on
21September 2021
)
10% 0% 33% n/a n/a
Gillian Elcock
(
appointed on
1 December 2023
)
10% n/a n/a n/a n/a
Total 10% 3.7% 35%
(
1.9%
)
0%
Relative importance of spend on pay
The actual expenditure in the current year is as follows:
Year to
31 January
2025
£’000
Year to
31 January
2024
£’000 % change
Total buybacks 8,981 6,743 33%
Total dividends paid 23,097 19,165 21%
Total management and
performance fees
14,728 7,4 63 97%
Total Directors’ fees
1
182 140 30%
1 The Total Directors’ fees has increased as the Board now comprises 5 Non-Executive Directors rather than 4
with effect from 1 December 2023.
There were no other significant payments during the year relevant to understanding the
relative importance of spend on pay.
Directors’ interests in shares
(
audited
)
There are no guidelines or requirements for Directors to own shares in the Company.
Theinterests of the Directors, and their connected persons, in shares of the Company
during the year
(
in respect of which transactions are notifiable under Disclosure Guidance
and Transparency Rule 3.1.2
)
in the issued Ordinary share of 0.1p each are shown in the
tablebelow:
As at
31 January
2025
As at
31 January
2024
Murray Steele
(
Chair
)
1
455,783 465,577
Christopher Powles 47,048 44,790
Alex Hambro 112,164 106,420
Claire Finn 43,094 40,887
Gillian Elcock – –
1
Murray Steele participated in the share buyback on 26 June 2024 where he sold 54,451 Ordinary shares that
had been held in excess of five years.
In the period 31 January 2025 to the date of this report, the Directors’ share interests have
increased as follows:
On 1 April 2025, Murray Steele acquired 60,279 Ordinary shares.
On 8 May 2025, Directors were allotted shares in accordance with Apollo’s Dividend
Reinvestment Scheme as follows: Murray Steele and his spouse 10,433 and 3,202
Ordinary shares respectively; Christopher Powles 1,243 Ordinary shares; Alex Hambro
1,486Ordinary shares; and Claire Finn 1,138 Ordinary shares.
All of the Directors’ shares were held beneficially. Any information required by legislation in
relation to executive directors
(
including a Chief Executive Officer
)
or employees has been
omitted because the Company has neither and therefore it is not relevant.
Directors’ remuneration report
continued
Octopus Apollo VCT plc — Annual report and financial statements 2025 57
Shareholders proxy voting information
As required by Schedule 8:23 of the Regulations, the votes received at the AGM held on 10 July 2024 were as follows:
For Discretion Against
No. of
Shares %
No. of
Shares %
No. of
Shares %
Approval of Directors’ Remuneration Report 9,510,204 85.42 1,087,823 9.7 7 535,578 4.81
The votes received for the approval of the Directors’ Remuneration Policy at the AGM held in 2023 were as follows:
For Discretion Against
No. of
Shares %
No. of
Shares %
No. of
Shares %
Approval of Directors’ Remuneration Policy 9,202,124 78.79 1,278,087 10.95 1,198,786 10.26
By Order of the Board
Murray Steele
Chair
22 May 2025
Directors’ remuneration report
continued
58 Octopus Apollo VCT plc — Annual report and financial statements 2025
Directors’ report
The Corporate Governance Report on pages 44 to 45, and
the Audit and Risk Committee Report on pages50to52
form part of this Directors’ Report.
The Directors consider that the annual report and
accounts, taken as a whole is fair, balanced and
understandable and provides the information necessary
for shareholders to assess the Company’s position,
performance, business model and strategy.
Directors
Brief biographical notes on the Directors are given on
pages 42 to 43.
The Board has previously reported the decision that each
year two Directors will offer themselves for re-election.
Accordingly, Mr Powles and Ms Elcock will retire as
Directors at the AGM, and being eligible, offer themselves
for re-election.
The Board has considered provisions of the Association of
Investment Companies Code of Corporate Governance
and, following a formal performance evaluation as part
of the Board evaluation, believes that Mr Powles and
Ms Elcock continue to be effective and demonstrate
commitment to their role, the Board and the Company.
The Board therefore has no hesitation in recommending
them for re-election at the forthcoming AGM. Further
details can be found in the Corporate Governance report
on pages44to45.
Directors’ and Officers’ liability insurance
The Company has, as permitted by the Companies
Act 2006, maintained insurance cover on behalf of the
Directors and Company Secretary indemnifying them
against certain liabilities which may be incurred by them
in relation to the Company.
Management
The Company has in place an agreement with Octopus to
act as Portfolio Manager, which is central to the ability of
the Company to continue in business. The principal terms
of the Company’s management agreement with Octopus
are set out in Notes 3 and 19 to the financial statements.
Octopus also provides secretarial, administrative and
custodian services to the Company.
There are no other contracts which are deemed to be
essential to the business of the Company.
As required by the UK Listing Rules, the Directors confirm
that, in their opinion, the continuing appointment of
Octopus as Portfolio Manager is in the best interests of
the shareholders as a whole. In reaching this conclusion,
the Directors who are all independent of the Portfolio
Manager, have taken into account the performance of
the investment portfolio and the ability of the Portfolio
Manager to produce satisfactory investment performance
in the future. They also considered the twelve-month
notice period of the management agreement and fees
payable to Octopus, together with the standard of
other services provided which include secretarial and
accounting services. Details of the fees paid to Octopus in
respect of services provided are detailed in Notes 3 and 19
to the financial statements.
No Director has an interest in any contract to which the
Company is party.
The Company has established a performance incentive
scheme whereby the Portfolio Manager is entitled to an
annual performance related incentive fee in the event that
certain performance criteria are met. Further details of
this scheme are disclosed within Note 19 to the financial
statements.
The Board has delegated the routine management
decisions such as the payment of standard running costs
to the Portfolio Manager. The Portfolio Manager also has
authority for investment decisions.
Whistleblowing
Please refer to page 29 for our statement on
whistleblowing.
Bribery Act
Please refer to page 29 for our statement on the
BriberyAct.
The Directors present their report and the audited financial
statements for the year to 31 January 2025.
Octopus Apollo VCT plc — Annual report and financial statements 2025 59
Directors’ report
VCT regulation
Compliance with required rules and regulations is
considered when all investment decisions are made.
TheCompany is further monitored on a continual basis
to ensure compliance. The main criteria which the
Company must adhere to are detailed on page 98.
Apollo will continue to ensure its compliance with the
qualification requirements.
Environmental matters and greenhouse gas
emissions
Refer to pages 26 to 30 in the Strategic Report for our
Responsible Investment policy and greenhouse gas
emissions.
Streamlined Energy and Carbon Reporting
(
‘SECR’
)
As the Company has no employees and primarily
conducts its business at the London offices of the
Portfolio Manager, the Company is not directly
responsible for the consumption of electricity and gas in
the UK, nor is the Company responsible for greenhouse
gas emissions related to transport in the UK.
As the Company did not consume more than 40,000
kWh of energy during the year ended 31 January 2025,
it has nothing to report under the Companies
(
Directors’
Report
)
and Limited Liability Partnerships
(
Energy and
Carbon Report
)
Regulation 2018.
Share capital and rights attaching to
the shares and restrictions on voting
andtransfer
The Company’s Ordinary share capital as at 31 January
2025 was 956,172,843 Ordinary shares of 0.1p
(2024:
772,743,612)
. No shares were held in Treasury. Subject to
any suspension or abrogation of rights pursuant to relevant
law or the Company’s Articles of Association, the shares
confer on their holders the following principal rights:
(
a
)
the right to receive out of returns available for
distribution to each share class such dividends as
may be agreed to be paid
(
in the case of a final
dividend in an amount not exceeding the amount
recommended by the Board as approved by each
class of shareholders in general meeting or in the
case of an interim dividend in an amount determined
by the Board
)
. All dividends unclaimed for a period of
twelve years after having become due for payment
are forfeited automatically and cease to remain
owing by the Company;
(
b
)
the right, on a return of assets on a liquidation,
reduction of capital or otherwise, to share in the
surplus assets of the Company remaining after
payment of its liabilities pari passu with the other
holders of Ordinary shares; and
(
c
)
the right to receive notice of and to attend and
speak and vote in person or by proxy at any general
meeting of the Company. On a show of hands every
member present or represented and voting has
one vote and on a poll every member present or
represented and voting has one vote for every share
of which that member is the holder; the appointment
of a proxy must be received not less than 48 hours
before the time of the holding of the relevant meeting
or adjourned meeting or, in the case of a poll taken
otherwise than at or on the same day as the relevant
meeting or adjourned meeting, be received after the
poll has been demanded and not less than 24 hours
before the time appointed for the taking of the poll.
These rights can be suspended. If a member, or any
other person appearing to be interested in shares held
by that member, has failed to comply within the time
limits specified in the Company’s Articles of Association
with a notice pursuant to s793 of the Companies Act
2006
(
notice by the Company requiring information
about interests in its shares
)
, the Company can, until
the default ceases, suspend the right to attend and
speak and vote at a general meeting and, if the shares
represent at least 0.25% of their class, the Company
can also withhold any dividend or other money payable
in respect of the shares
(
without any obligation to pay
interest
)
and refuse to accept certain transfers of the
relevant shares. Shareholders, either alone or with
other shareholders, have other rights as set out in the
Company’s Articles of Association and in company law.
A member may choose whether his shares are
evidenced by share certificates
(
certificated shares
)
or
held in electronic
(
uncertificated
)
form in CREST
(
the
UK electronic settlement system
)
. Any member may
transfer all or any of his shares, subject in the case of
certificated shares to the rules set out in the Company’s
Articles of Association or in the case of uncertificated
shares to the regulations governing the operation of
CREST
(
which allow the Directors to refuse to register a
transfer as therein set out
)
; the transferor remains the
continued
60 Octopus Apollo VCT plc — Annual report and financial statements 2025
holder of the shares until the name of the transferee is
entered in the register of members. The Directors may
refuse to register a transfer of certificated shares in
favour of more than four persons jointly or where there
is no adequate evidence of ownership or the transfer
is not duly stamped
(
if so required
)
. The Directors may
also refuse to register a share transfer if it is in respect
of a certificated share which is not fully paid up or on
which the Company has a lien provided that, where the
share transfer is in respect of any share admitted to the
Official List maintained by the UK Listing Authority, any
such discretion may not be exercised so as to prevent
dealings taking place on an open and proper basis, or if
in the opinion of the Directors
(
and with the concurrence
of the UK Listing Authority
)
exceptional circumstances
so warrant, provided that the exercise of such power will
not disturb the market in those shares. Whilst there are
no squeeze-out and sell-out rules relating to the shares
in the Company’s Articles of Association, shareholders
are subject to the compulsory acquisition provisions in
s974 to s991 of the Companies Act 2006.
Share issues and open offers
During the year under review 10,800,892 shares were
issued to those shareholders who elected to receive
shares under the DRIS as an alternative to dividends.
This raised £5.3 million for the Company. See Note 14 to
the financial statements for details.
On 23 October 2024, a prospectus offer was launched
to raise up to £50 million, with a £25 million over-
allotment facility. This prospectus closed to further
applications on 21 March 2025 being fully subscribed.
Share buybacks and redemptions
During the period the Company purchased for
cancellation 18,817,722 Ordinary shares, with a nominal
value of £18,818, at a weighted average price of 47.7p
per share for total consideration of £8,980,905
(
2024:
£13,332,183 shares at a weighted average price of 50.6p
per share
)
. The shares were repurchased in accordance
with the Company’s share buyback policy to provide
liquidity in the shares. See Note 14 of the financial
statements for details. The Board received authority
at the Annual General meeting held on 10 July 2024
to buy back up to 14.99% of the share capital, such
authority to expire 15months after the passing of the
resolution. Renewal of this authority will be sought at the
forthcoming AGM. The Board’s policy is to apply up to a
5% discount to buybacks of Ordinary shares.
Post-balance sheet events
A full list of post balance sheet events since 31 January
2025 can be found in Note 17 to the financial statements
on page 94.
Directors’ authority to make market
purchases of its own shares
The authority proposed under Resolution 10 is
required so that the Directors may make purchases
of up to 158,528,240 Ordinary shares, representing
approximately 14.99% of the Company’s issued share
capital as at the date of the notice of AGM. Any shares
bought back under this authority will be at a price
determined by the Board,
(
subject to a minimum price
of 0.1p
(
being the nominal value of such shares
)
and a
maximum price of 5% above the average mid-market
quotation for such shares on the London Stock Exchange
and the applicable regulations thereunder
)
and may be
cancelled or held in Treasury as may be determined by
the Board. The authority conferred by Resolution 10 will
expire 15months after the passing of the Resolution or, if
earlier, the conclusion of the next AGM of the Company
unless renewed, varied or revoked by the Company
in general meeting and will be in addition to existing
authorities. This power will be exercised only if, in the
opinion of the Directors, a repurchase would be in the
best interests of shareholders as a whole.
Cancellation of share premium account
The Board considers it appropriate to obtain
shareholders’ approval for the cancellation of the
amount outstanding to the share premium account of
Apollo to create
(
subject to Court approval
)
a pool of
distributable reserves. This is considered on an annual
basis to ensure that the target dividend payments,
as well as any special dividends, can be made.
Aspecial resolution to this effect is being proposed at
Resolution11.
Substantial shareholdings
As at the date of this report, no disclosures of major
shareholdings had been made to the Company under
Disclosure Guidance and Transparency Rule 5
(
Vote
Holder and Issuer Notification Rules
)
.
Directors’ report
continued
Octopus Apollo VCT plc — Annual report and financial statements 2025 61
Independent auditor and disclosure of
information to auditor
BDO LLP is the appointed auditor of the Company and
offer themselves for re-appointment as auditor.
A Resolution to re-appoint BDO LLP as auditor and to
authorise the Directors to determine their remuneration
will be proposed at the forthcoming AGM.
Financial risk management
Apollo is exposed to the risks arising from its operational
and investment activities. Further details can be found
in the principal risks detailed on pages 35 to 38, and in
Note 16 of the financial statements.
Directors’ authority to allot shares and to
disapply pre-emption rights
The authority proposed under Resolution 6 is required so
that the Directors may offer existing shareholders the
opportunity to add to their investment or to offer potential
shareholders an opportunity to invest in the Company in
a cost-efficient manner. Any consequent modest increase
in the size of the Company will, in the opinion of the
Directors, be in the interests of shareholders generally. Any
issue proceeds will be available for investment in line with
the Company’s investment policy and may be used, in
part, to purchase Ordinary shares in the market.
Resolution 6 renews the Directors’ authority to allot
Ordinary shares. Such authority would expire 15 months
after the date of the passing of the Resolution or, if
earlier, the conclusion of the next AGM of the Company,
giving the Directors authority to allot up to 30% of the
Company’s issued share capital at the date of the Notice
of AGM. This authority is in addition to existing authorities.
The Board intends to utilise this authority in respect of
the Company’s fundraising activities. Any shares allotted
under this authority would be issued at prices at or
aboveNAV.
Resolution 7 authorises the Directors to allot Ordinary
shares in connection with the Dividend Reinvestment
Scheme
(
DRIS
)
, up to 7% of the Company’s issued share
capital at the date of the Notice of AGM. Such authority
would expire 15 months after the date of the passing of the
Resolution or, if earlier, the conclusion of the next AGM of
the Company.
Resolutions 8 and 9 renew and extend the Directors’
authority to allot equity securities for cash without pre-
emption rights applying in certain circumstances. These
resolutions would authorise the Directors, until the date
falling 15 months after the date of the passing of the
Resolution or, if earlier, the conclusion of the next AGM of
the Company, to issue Ordinary shares for cash without
pre-emption rights applying by way of an offer to existing
shareholders, or re-issuing shares out of Treasury up to a
maximum of Ordinary shares
(
representing approximately
10% of the Company’s issued share capital as at the date
of this report
)
. These powers will be exercised only if, in the
opinion of the Directors, it would be in the best interests
of shareholders, as a whole. Any shares allotted under this
authority would be issued at prices at or above NAV.
Relations with shareholders
The Portfolio Manager will provide an update on Apollo’s
activities and future plans at the AGM to be held on
10 July 2025. This will also provide an opportunity for
shareholders to ask questions of the Board relating to
the AGM resolutions and annual report and accounts.
The Board is also happy to respond to any written
queries made by shareholders during the course of the
year and can be contacted at 33 Holborn, London, EC1N
2HT. Alternatively, the team at Octopus is available to
answer any questions that a shareholder may have and
can be contacted on 0800 316 2295.
Consumer Duty
The Directors are aware of the Portfolio Manager’s
obligations to comply with the FCA’s Consumer Duty
rules and principles which came into force in 2023. Firms
subject to Consumer Duty must ensure they are acting
to deliver good outcomes for consumers and that this
is reflected in their strategies, governance, leadership,
and policies. The Company is not directly captured by
Consumer Duty, however the Directors will continue to
receive updates on how the Portfolio Manager is meeting
its obligations.
Information given in the Strategic Report
Information on dividends and likely future developments
has not been given in the Directors’ Report as equivalent
disclosure has been made in the Strategic Report.
On behalf of the Board
Murray Steele
Chair
22 May 2025
Directors’ report
continued
62 Octopus Apollo VCT plc — Annual report and financial statements 2025
Financials
Directors’ responsibilities statement 63
Independent auditor’s report 64
Financial statements 73
Income statement 73
Balance sheet 74
Statement of changes in equity 75
Cash flow statement 77
Notes to the financial statements 78
Investment portfolio 96
Shareholder information and contact details 98
Glossary of terms 102
Directors and advisers 103
Notice of Annual General Meeting 104
Octopus Apollo VCT plc — Annual report and financial statements 2025 63
Directors’ responsibilities statement
The Directors are responsible for preparing the Strategic
Report, the Directors’ Report, the Directors’ Remuneration
Report and the Financial Statements in accordance with
applicable law and regulations. They are also responsible
for ensuring that the Annual Report and Accounts include
information required by the Listing Rules of the Financial
Conduct Authority.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the
Directors have elected to prepare the financial statements
in accordance with United Kingdom Generally Accepted
Accounting Practice
(
United Kingdom Accounting
Standards and applicable laws
)
including FRS 102 – “The
Financial Reporting Standard applicable in the UK and
Republic of Ireland”. Under company law the Directors
must not approve the financial statements unless they are
satisfied that they give a true and fair view of the state of
affairs and profit or loss of the Company for that period.
In preparing these financial statements, the Directors are
required to:
•
select suitable accounting policies and then apply them
consistently;
•
make judgements and accounting estimates that are
reasonable and prudent;
•
state whether applicable UK accounting standards
have been followed, subject to any material departures
disclosed and explained in the financial statements;
•
prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Company will continue in business; and
•
prepare a Strategic Report, a Directors’ Report and
Directors’ Remuneration Report which comply with the
requirements of the Companies Act 2006.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose with
reasonable accuracy at any time the financial position
of the Company and enable them to make sure that the
financial statements and the Directors’ Remuneration
Report comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
Insofar as each of the Directors is aware:
•
there is no relevant audit information of which the
Company’s auditor is unaware; and
•
the Directors have taken all steps that they ought to
have taken to make themselves aware of any relevant
audit information and to establish that the auditor is
aware of that information.
The Directors are responsible for preparing the annual
report in accordance with applicable law and regulations.
Having taken advice from the Audit and Risk Committee,
the Directors consider the annual report and the financial
statements, taken as a whole, provide the information
necessary to assess the Company’s position, performance,
business model and strategy and is fair, balanced and
understandable.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information
included on the Company’s website. Legislation in
the United Kingdom governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
The Directors confirm that, to the best of their knowledge:
•
the financial statements, prepared in accordance
with United Kingdom Generally Accepted Accounting
Practice, including FRS 102, give a true and fair view of
the assets, liabilities, financial position and profit or loss
of the Company; and
•
the Annual Report and Accounts
(
including the
Strategic Report
)
, give a fair review of the development
and performance of the business and the position of the
Company, together with a description of the principal
risks and uncertainties that it faces.
On behalf of the Board
Murray Steele
Chair
22 May 2025
64 Octopus Apollo VCT plc — Annual report and financial statements 2025
Independent auditor’s report
To the members of Octopus Apollo VCT plc
Opinion on the financial statements
In our opinion the financial statements:
•
give a true and fair view of the state of the Company’s
affairs as at 31 January 2025 and of its profit for the year
then ended;
•
have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice; and
•
have been prepared in accordance with the
requirements of the Companies Act 2006.
We have audited the financial statements of Octopus
Apollo VCT plc
(
the ‘Company’
)
for the year ended
31January 2025 which comprise of the Income statement,
the Balance sheet, the Statement of the changes in
equity, the Cash flow statement and notes to the financial
statements, including a summary of Principal Accounting
Policies. The Financial Reporting Framework that has been
applied in their preparation is applicable law and United
Kingdom Accounting Standards, including Financial
Reporting Standard 102 The Financial Reporting Standard
applicable in the UK and Republic of Ireland
(
United
Kingdom Generally Accepted Accounting Practice
)
.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing
(
UK
)
(
ISAs
(
UK
))
and applicable
law. Our responsibilities under those standards are further
described in the Auditor’s responsibilities for the audit of
the financial statements section of our report. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion. Our audit
opinion is consistent with the additional report to the Audit
Committee.
Independence
Following the recommendation of the Audit Committee,
we were appointed by the Board of Directors on 12July
2018 to audit the financial statements for the year ended
31 January 2019 and subsequent financial periods. The
period of total uninterrupted engagement is seven years,
covering the years ended 31 January 2019 to 31January
2025. We remain independent of the Company in
accordance with the ethical requirements that are
relevant to our audit of the financial statements in the
UK, including the FRC’s Ethical Standard as applied to
listed public interest entities, and we have fulfilled our
other ethical responsibilities in accordance with these
requirements. The non-audit services prohibited by that
standard were not provided to the Company.
Conclusions relating to going concern
In auditing the financial statements, we have concluded
that the Directors’ use of the going concern basis of
accounting in the preparation of the financial statements
is appropriate. Our evaluation of the Directors’ assessment
of the Company’s ability to continue to adopt the going
concern basis of accounting included:
•
obtaining the VCT compliance reports prepared by
management’s expert during the year and as at year
end and reviewing the calculations therein to check that
the Company was meeting its requirements to retain
VCT status;
•
consideration of the Company’s expected future
compliance with VCT legislation, the absence of bank
debt as well as contingencies and commitments;
•
reviewing the forecasted cash flows that support the
Directors’ assessment of going concern, challenging
assumptions and judgements made in the forecasts,
and assessing them for reasonableness. In particular,
weconsidered the available cash resources relative to
the forecast expenditure which was assessed against the
prior year for reasonableness; and
•
evaluating the Directors’ method of assessing the going
concern in light of market conditions.
Octopus Apollo VCT plc — Annual report and financial statements 2025 65
Independent auditor’s report
To the members of Octopus Apollo VCT plc
continued
Based on the work we have performed, we have not identified any material uncertainties
relating to events or conditions that, individually or collectively, may cast significant doubt
on the Company’s ability to continue as a going concern for a period of at least twelve
months from when the financial statements are authorised for issue.
In relation to the Company’s reporting on how it has applied the UK Corporate
Governance Code, we have nothing material to add or draw attention to in relation to the
Directors’ statement in the financial statements about whether the Directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern
are described in the relevant sections of this report.
Overview
2025 2024
Key audit matters Valuation of Unquoted
Investments
Materiality Company financial statements as a whole
£9,650,000
(
2024: £7,800,000
)
based on 2%
(
2024: 2%
)
of net
assets.
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the Company and its
environment, including the Company’s system of internal control, and assessing the
risks of material misstatement in the financial statements. We also addressed the risk of
management override of internal controls, including assessing whether there was evidence
of bias by the Directors that may have represented a risk of material misstatement.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial statements of the current period and include the
most significant assessed risks of material misstatement
(
whether or not due to fraud
)
that
we identified, including those which had the greatest effect on: the overall audit strategy,
the allocation of resources in the audit, and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
66 Octopus Apollo VCT plc — Annual report and financial statements 2025
Independent auditor’s report
To the members of Octopus Apollo VCT plc
continued
Key audit matter How the scope of our audit addressed the key audit matter
Valuation of
unquoted
investments
(
Note 10 to the financial
statements
)
We consider the valuation
of unquoted investments to
be the most significant audit
area as there is a high level of
estimation uncertainty involved
in determining the unquoted
investment valuations.
There is an inherent risk of
management override arising
from the unquoted investment
valuations being prepared by
the Portfolio Manager, who is
remunerated based on the value
of the net assets of the fund, as
shown in Notes 3 and 19.
We assessed the design and implementation of controls relating to the valuation of unquoted investments. This
included obtaining an understanding of the sources of key inputs, judgements and significant estimates used as well as
the oversight and governance structures in relation to the valuation process.
Our sample for the testing of unquoted investments was stratified according to risk considering, inter alia, the value of
individual investments, the nature of the investment and the subjectivity of the valuation technique.
For all unquoted investments in our sample we:
Challenged whether the valuation methodology was the most appropriate in the circumstances under the International
Private Equity and Venture Capital Valuation
(
“IPEV”
)
Guidelines and the applicable accounting standards. We have
recalculated the value attributable to the Company, having regard to the application of enterprise value across the
capital structures of the investee companies.
For investments sampled that were valued using less subjective valuation techniques
(
external offers and price of recent
investment reviewed for indicators of changes in fair value since the funding round
)
we:
•
verified the cost or price of recent investment to supporting documentation;
•
considered whether the investment was an arm’s length transaction through reviewing the parties involved in the
transaction and checking whether or not they were already investors of the investee company;
•
considered whether there were any indications that the cost or price of recent investment was no longer
representative of fair value considering, inter alia, the current performance of the investee company and the
milestones and assumptions set out in the investment proposal; and
•
considered whether the price of recent investment is supported by alternative valuation techniques.
Octopus Apollo VCT plc — Annual report and financial statements 2025 67
Independent auditor’s report
To the members of Octopus Apollo VCT plc
continued
Key audit matter How the scope of our audit addressed the key audit matter
Valuation of
unquoted
investments
(
continued
)
(
Note 10 to the financial
statements
)
(
continued
)
For investments sampled that were valued using more subjective techniques
(
multiples and scenario analysis
)
we:
•
challenged and corroborated the inputs to the valuation with reference to management information of investee
companies, market data and our own understanding and assessed the impact of the estimation uncertainty
concerning these assumptions and the disclosure of these uncertainties in the financial statements;
•
reviewed the historical financial statements and any recent management information available to support
assumptions about maintainable revenues or cash flows used in the valuations;
•
considered the revenue multiples applied and the discounts applied by reference to observable listed company
market data; and
•
challenged the consistency and appropriateness of adjustments made to such market data in establishing
the revenue multiples and cash flow applied in arriving at the valuations adopted by considering the individual
performance of investee companies against plan and relative to the peer group, the market and sector in which the
investee company operates and other factors as appropriate.
Where appropriate, we performed a sensitivity analysis by developing our own point estimate where we considered
that alternative input assumptions could reasonably have been applied and we considered the overall impact of such
sensitivities on the portfolio of investments in determining whether the valuations as a whole are reasonable and free
from bias.
Key observations
Based on the procedures performed and considering the level of estimation uncertainty, we consider the investment
valuations to be appropriate.
68 Octopus Apollo VCT plc — Annual report and financial statements 2025
Independent auditor’s report
To the members of Octopus Apollo VCT plc
continued
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in
evaluating the effect of misstatements. We consider materiality to be the magnitude
by which misstatements, including omissions, could influence the economic decisions of
reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements
exceed materiality, we use a lower materiality level, performance materiality, to determine
the extent of testing needed. Importantly, misstatements below these levels will not
necessarily be evaluated as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their occurrence, when evaluating
their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial
statements as a whole and performance materiality as follows:
Company Financial statements
2025 2024
Materiality £9,650,000 £7,800,000
Basis for determining
materiality
2% of net assets
Rationale for the
benchmark applied
In setting materiality, we have had regard to the nature
and disposition of the investment portfolio. Given that
the VCT’s portfolio is comprised of unquoted investments
which would typically have a spread of reasonable
alternative possible valuations, we have applied a
percentage of 2% of net assets.
Performance materiality £7,230,000 £5,800,000
Basis for determining
performance materiality
75% of materiality
Rationale for the
percentage applied for
performance materiality
The level of performance materiality applied was set after
having considered a number of factors including the
expected total value of known and likely misstatements
and the level of transactions in the year.
Octopus Apollo VCT plc — Annual report and financial statements 2025 69
Independent auditor’s report
To the members of Octopus Apollo VCT plc
continued
Reporting threshold
We agreed with the Audit Committee that we would
report to them all individual audit differences in excess
of £480,000
(
2024: £390,000
)
. We also agreed to
report differences below this threshold that, in our view,
warranted reporting on qualitative grounds.
Other information
The Directors are responsible for the other information.
The other information comprises the information included
in the Annual Report other than the financial statements
and our Auditor’s Report thereon. Our opinion on the
financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in
our report, we do not express any form of assurance
conclusion thereon. Our responsibility is to read the other
information and, in doing so, consider whether the other
information is materially inconsistent with the financial
statements, or our knowledge obtained in the course of
the audit, or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent
material misstatements, we are required to determine
whether this gives rise to a material misstatement in the
financial statements themselves. If, based on the work
we have performed, we conclude that there is a material
misstatement of this other information, we are required to
report that fact.
We have nothing to report in this regard.
Corporate governance statement
The Listing Rules require us to review the Directors’ statement
in relation to going concern, longer-term viability and that
part of the Corporate Governance Statement relating to
the Company’s compliance with the provisions of the UK
Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent
with the financial statements, or our knowledge obtained
during the audit.
Going concern and longer-term viability
•
The Directors’ statement with regards to the
appropriateness of adopting the going concern basis of
accounting and any material uncertainties identified set
out on page 45; and
•
The Directors’ explanation as to their assessment of the
Company’s prospects, the period this assessment covers
and why the period is appropriate set out on page 45.
Other Code provisions
•
Directors’ statement on fair, balanced and
understandable set out on page 58;
•
Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out
on pages 35-38;
•
The section of the Annual Report that describes the
review of effectiveness of risk management and internal
control systems set out on page 52; and
The section describing the work of the Audit Committee
set out on pages 50-52.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work
performed during the course of the audit, we are required
by the Companies Act 2006 and ISAs
(
UK
)
to report on
certain opinions and matters as described below.
Strategic Report and Directors’ Report
In our opinion, based on the work undertaken in the course
of the audit:
•
the information given in the Strategic Report and the
Directors’ Report for the financial year for which the
financial statements are prepared is consistent with the
financial statements; and
•
the Strategic Report and the Directors’ Report have
been prepared in accordance with applicable legal
requirements.
In the light of the knowledge and understanding of the
Company and its environment obtained in the course of
the audit, we have not identified material misstatements
in the Strategic Report or the Directors’ Report.
Directors’ remuneration
In our opinion, the part of the Directors’ Remuneration
Report to be audited has been properly prepared in
accordance with the Companies Act 2006.
70 Octopus Apollo VCT plc — Annual report and financial statements 2025
Independent auditor’s report
To the members of Octopus Apollo VCT plc
continued
Corporate governance statement
In our opinion, based on the work undertaken in the course
of the audit the information about internal control and risk
management systems in relation to financial reporting
processes and about share capital structures, given in
compliance with rules 7.2.5 and 7.2.6 in the Disclosure
Guidance and Transparency Rules sourcebook made by the
Financial Conduct Authority
(
the FCA Rules
)
, is consistent
with the financial statements and has been prepared in
accordance with applicable legal requirements.
In the light of the knowledge and understanding of the
Company and its environment obtained in the course of
the audit, we have not identified material misstatements
in this information.
In our opinion, based on the work undertaken in the
course of the audit, information about the Company’s
corporate governance code and practices and about its
administrative, management and supervisory bodies and
their committees complies with rules 7.2.2, 7.2.3 and 7.2.7
of the FCA Rules.
We have nothing to report arising from our responsibility to
report if a corporate governance statement has not been
prepared by the Company.
Matters on which we are required to report by
exception
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
•
adequate accounting records have not been kept, or
returns adequate for our audit have not been received
from branches not visited by us; or
•
the financial statements and the part of the Directors’
Remuneration Report to be audited are not in
agreement with the accounting records and returns; or
•
certain disclosures of Directors’ Remuneration specified
by law are not made; or
•
we have not received all the information and
explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Directors’ Responsibilities
Statement, the Directors are responsible for the
preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such
internal control as the Directors determine is necessary to
enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or
error.
In preparing the financial statements, the Directors are
responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern
basis of accounting unless the Directors either intend to
liquidate the Company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error,
and to issue an Auditor’s Report that includes our opinion.
Reasonable assurance is a high level of assurance but is
not a guarantee that an audit conducted in accordance
with ISAs
(
UK
)
will always detect a material misstatement
when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these
financial statements.
Extent to which the audit was capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect
of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities,
including fraud is detailed below.
Non-compliance with laws and regulations
We gained an understanding of the Company and the
industry in which it operates and held discussions with the
Portfolio Manager and those charged with governance
in order to obtain an understanding of the Company’s
policies and procedures regarding compliance with
Octopus Apollo VCT plc — Annual report and financial statements 2025 71
Independent auditor’s report
To the members of Octopus Apollo VCT plc
continued
laws and regulations. We have therefore considered the
significant laws and regulations to be the Companies
Act 2006, the FCA listing and DTR rules, the principles of
the UK Corporate Governance Code, industry practice
represented by the Statement of Recommended Practice:
Financial Statements of Investment Trust Companies
and Venture Capital Trusts
(
‘the SORP’
)
and updated in
2022 with consequential amendments and the applicable
financial reporting framework. We also considered the
Company’s qualification as a VCT under UK tax legislation.
Our procedures in respect of the above included:
•
obtaining an understanding of the control environment
in monitoring compliance with laws and regulations;
•
agreement of the financial statement disclosures to
underlying supporting documentation;
•
enquiries of the Portfolio Manager and those charged
with governance relating to the existence of any non-
compliance with laws and regulations;
•
obtaining the VCT compliance reports prepared by
management’s expert during the year and as at year
end and reviewing their calculations to check that the
Company was meeting its requirements to retain VCT
status; and
•
reviewing minutes of meetings of those charged with
governance and a sample of legal invoices throughout
the period for instances of non-compliance with laws
and regulations.
Fraud
We assessed the susceptibility of the financial statement to
material misstatement including fraud.
Our risk assessment procedures included:
•
enquiry with the Portfolio Manager and those charged
with governance regarding any known or suspected
instances of fraud;
•
review of minutes of meetings of those charged with
governance for any known or suspected instances of
fraud;
•
discussion amongst the Management Engagement
Team as to how and where fraud might occur in the
financial statements; and
•
considering management fees and performance targets
and the related financial statement areas impacted by
these.
Based on our risk assessment, we considered the areas
most susceptible to be valuation of unquoted investments
and management override of controls.
Our procedures in respect of the above included:
•
in addressing the risk of valuation of unquoted
investments, the procedures set out in the Key Audit
Matter section in our report were performed;
•
in addressing the risk of management override of
control, we:
•
considered the opportunity and incentive to
manipulate accounting entries and target tested
relevant adjustments made in the period end
financial reporting process;
•
reviewed for significant transactions outside the
normal course of business;
•
reviewed the significant judgements made in the
unquoted investment valuations and considering
whether the valuation methodology is the most
appropriate;
•
considered any indicators of bias in our audit as a
whole; and
•
performed a review of unadjusted audit differences,
if any, for indications of bias or deliberate
misstatement.
72 Octopus Apollo VCT plc — Annual report and financial statements 2025
Independent auditor’s report
To the members of Octopus Apollo VCT plc
continued
We also communicated relevant identified laws and
regulations and potential fraud risks to all engagement
team members, who were deemed to have the
appropriate competence and capabilities and remained
alert to any indications of fraud or non-compliance with
laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks
of material misstatement in the financial statements,
recognising that the risk of not detecting a material
misstatement due to fraud is higher than the risk of
not detecting one resulting from error, as fraud may
involve deliberate concealment by, for example, forgery,
misrepresentations or through collusion. There are
inherent limitations in the audit procedures performed
and the further removed non-compliance with laws and
regulations is from the events and transactions reflected in
the financial statements, the less likely we are to become
aware of it.
A further description of our responsibilities is available on
the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities.
This description forms part of our Auditor’s Report.
Use of our report
This report is made solely to the Company’s members,
as a body, in accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit work has been
undertaken so that we might state to the Company’s
members those matters we are required to state to them in
an Auditor’s Report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the
Company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
Elizabeth Hooper
(
Senior Statutory Auditor
)
For and on behalf of BDO LLP, Statutory Auditor
London, United Kingdom
22 May 2025
BDO LLP is a limited liability partnership registered in
England and Wales
(
with registered number OC305127
)
.
Octopus Apollo VCT plc — Annual report and financial statements 2025 73
Income statement
Year ended 31 January 2025 Year ended 31 January 2024
Notes
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Realised gain/
(
loss
)
on disposal of fixed asset investments 10 – 1,226 1,226 –
(
876
) (
876
)
Change in fair value of fixed asset investments
10 – 37,666 37,666 – 9,317
1
9,317
1
Change in fair value of current asset investments –
(
574
)
(
574
)
– 16 16
Investment income 2 4,082 – 4,082 2,576
1
– 2,576
1
Investment management fees 3
(
2,147
)
(
6,442
) (
8,589
) (
1,862
) (
5,587
) (
7,4 49
)
Performance fee 3 –
(
6,139
) (
6,139
)
–
(
14
) (
14
)
Other expenses 4
(
3,555
)
–
(
3,555
)
(
4,006
)
–
(
4,006
)
Foreign currency translation
(
7
)
–
(
7
)
1 – 1
Profit/
(
loss
)
before tax
(
1,627
)
25,737 24,110
(
3,291
)
1
2,856
1
(
435
)
Tax 6 – – – – – –
Profit/
(
loss
)
after tax
(
1,627
)
25,737 24,110
(
3,291
)
1
2,856
1
(
435
)
Earnings/
(
loss
)
per share – basic and diluted 8
(
0.2p
)
3.0p 2.8p
(
0.5p
)
1
0.4p
1
(
0.1p
)
• The ‘Total’ column of this statement is the profit and loss account of Apollo; the revenue return and capital return columns have been prepared under guidance published by the Association of Investment Companies.
• All revenue and capital items in the above statement derive from continuing operations.
• Apollo has only one class of business and derives its income from investments made in shares and securities and from money market funds.
1 The presentation and classification of £3.5 million of accrued loan interest was updated to be part of the fair value of investments. This balance is therefore an amendment to the balance presented in the 31 January 2024
accounts. This had no impact on the overall loss for the year presented or net asset value.
Apollo has no other comprehensive income for the period.
The accompanying notes are an integral part of the financial statements.
74 Octopus Apollo VCT plc — Annual report and financial statements 2025
As at 31 January 2025 As at 31 January 2024
Notes £’000 £’000 £’000 £’000
Fixed asset investments 10 395,018 331,878
1
Current assets:
Investments 11 7,912 8,486
Money market funds 11 83,544 47,95 0
Debtors 12 1,424 244
1
Cash at bank 4,251 4,868
Applications cash 16,780 8,852
Total current assets 113,911 70,400
1
Current liabilities 13
(
26,366
)
(
11,984
)
Net current assets 87,5 45 58,416
1
Net assets 482,563 390,294
Share capital 14 956 773
Share premium 62,281 27,476
Special distributable reserve 299,284 266,132
Capital redemption reserve 191 172
Capital reserve realised
(
25,949
)
(
15,275
)
Capital reserve unrealised 153,438 117,027
1
Revenue reserve
(
7,638
)
(
6,011
)
1
Total shareholders' funds 482,563 390,294
Net asset value per share – basic and diluted 9 50.5p 50.5p
1 The presentation and classification of £3.5 million of accrued loan interest was updated to be part of the fair value of investments. This balance is therefore an amendment to the balance presented in the 31 January 2024
accounts. This had no impact on the overall loss for the year presented or net asset value.
The statements were approved by the Directors and authorised for issue on 22 May 2025 and are signed on their behalf by:
Murray Steele
Chair
Company number: 05840377
The accompanying notes are an integral part of the financial statements.
Balance sheet
Octopus Apollo VCT plc — Annual report and financial statements 2025 75
Statement of changes in equity
Share capital
£’000
Share
premium
£’000
Special
distributable
reserves
1
£’000
Capital
redemption
reserve
£’000
Capital
reserve
realised
1
£’000
Capital
reserve
unrealised
£’000
Revenue
reserve
1
£’000
Total
£’000
As at 1 February 2024 773 27,476 266,132 172
(
15,275
)
117,027
2
(
6,011
)
2
390,294
Total comprehensive income for the year
– – – –
(
11,355
)
37,092
(
1,627
)
24,110
Total contributions by and distributions to owners:
– – – – – – – –
Repurchase and cancellation of own shares
(
19
)
–
(
8,981
)
19 – – –
(
8,981
)
Issue of shares 202 106,017 – – – – – 106,219
Share issue cost –
(
5,982
)
– – – – –
(
5,982
)
Dividends paid – –
(
23,097
)
– – – –
(
23,097
)
Total contributions by and distributions to owners: 183 100,035
(
32,078
)
19 – – – 68,159
Other movements:
Prior year fixed asset gains now realised – – – – 681
(
681
)
– –
Cancellation of Share Premium –
(
65,230
)
65,230 – – – – –
Total other movements –
(
65,230
)
65,230 – 681
(
681
)
– –
Balance as at 31 January 2025 956 62,281 299,284 191
(
25,949
)
153,438
(
7,638
)
482,563
1 Included within these reserves is an amount of £265,697,000
(
2024: £244,846,000
)
which is considered distributable to shareholders under Companies Act rules. The Income Taxes Act 2007 restricts distribution of capital
from reserves created by the conversion of the share premium account into a special distributable reserve until the third anniversary of the share allotment that led to the creation of that part of the share premium account.
As at 31 January 2025, £19,920,000
(
2024: £34,910,000
)
of the special reserve is distributable under this restriction.
2 The presentation and classification of £3.5 million of accrued loan interest was updated to be part of the fair value of investments. This balance is therefore an amendment to the balance presented in the 31 January 2024
accounts. This had no impact on the overall loss for the year presented or net asset value.
The accompanying notes are an integral part of the financial statements.
76 Octopus Apollo VCT plc — Annual report and financial statements 2025
Share capital
£’000
Share
premium
£’000
Special
distributable
reserves
1
£’000
Capital
redemption
reserve
£’000
Capital
reserve
realised
1
£’000
Capital
reserve
unrealised
£’000
Revenue
reserve
1
£’000
Total
£’000
As at 1 February 2023 657 78,440 174,061 159
(
20,136
)
119,032
(
2,720
)
349,493
Total comprehensive income for the year – – – –
(
6,477
)
9,333
2
(
3,291
)
2
(
435
)
Total contributions by and distributions to owners:
Repurchase and cancellation of own shares
(
13
)
–
(
6,743
)
13 – – –
(
6,743
)
Issue of shares 129 70,927 – – – – – 71,056
Share issue cost –
(
3,912
)
– – – – –
(
3,912
)
Dividends paid – –
(
19,165
)
– – – –
(
19,165
)
Total contributions by and distributions to owners: 116 67,01 5
(
25,908
)
13 – – – 41,236
Other movements:
Prior year fixed asset losses now realised – – – – 11,338
(
11,338
)
– –
Cancellation of Share Premium –
(
117,979
)
117,979 – – – – –
Total other movements –
(
117,979
)
117,979 – 11,338
(
11,338
)
– –
Balance as at 31 January 2024 773 27,476 266,132 172
(
15,275
)
117,027
2
(
6,011
)
2
390,294
1 Reserves considered distributable to shareholders per the Companies Act.
2 The presentation and classification of £3.5 million of accrued loan interest was updated to be part of the fair value of investments. This balance is therefore an amendment to the balance presented in the 31 January 2024
accounts. This had no impact on the overall loss for the year presented or net asset value.
The accompanying notes are an integral part of the financial statements.
Statement of changes in equity
continued
Octopus Apollo VCT plc — Annual report and financial statements 2025 77
Notes
Year to
31 January 2025
£’000
Year to
31 January 2024
£’000
Cash flows from operating activities
Profit/
(
loss
)
before tax 24,110
(
435
)
Adjustments for:
Decrease/
(
increase
)
in debtors
1
12
(
10
)
1
4,622
2
(
Decrease
)
/increase in creditors 13 6,454
(
8,490
)
(
Gain
)
/loss on disposal of fixed asset investments 10
(
1,226
)
876
Gain on valuation of fixed asset investments 10
(
37,666
)
(
9,317
)
2
Loss/
(
Gain
)
on valuation of current asset investments 574
(
17
)
Transfer of accrued loan interest receivable
2
2 –
(
1,824
)
2
Net cash utilised in operating activities
(
7,764
)
(
14,585
)
Cash flows from investing activities
Purchase of fixed asset investments 10
(
47,131
) (
32,975
)
Proceeds on sale of fixed asset investments 10 21,713 18,292
Purchase of current asset investments –
(
4,499
)
Net cash utilised in investing activities
(
25,418
) (
19,182
)
Cash flows from financing activities
Movement in applications account 13 7,928
(
409
)
Purchase of own shares 14
(
8,981
) (
6,743
)
Proceeds from share issues 14 100,951 66,543
Cost of share issues 14
(
5,982
) (
3,912
)
Dividends paid
(
net of DRIS
)
7
(
17,829
) (
14,653
)
Net cash generated from financing activities 76,087 40,826
Increase in cash and cash equivalents 42,905 7,059
Opening cash and cash equivalents 61,670 54,611
Closing cash and cash equivalents 104,575 61,670
Cash and cash equivalents comprise
Cash at bank 4,251 4,868
Applications cash 16,780 8,852
Money market funds 83,544 47,950
Closing cash and cash equivalents 104,575 61,670
The accompanying notes are an integral part of the financial statements.
Cash flow statement
1 Movement in debtors, adjusted for £1,170,000 of deferred consideration proceeds.
2 The presentation and classification of £3.5 million of accrued loan interest was updated to be part of the fair value of investments. This balance is therefore an amendment to the balance presented in the 31 January 2024
accounts. This had no impact on the overall loss for the year presented or net asset value.
78 Octopus Apollo VCT plc — Annual report and financial statements 2025
1. Significant accounting policies
Apollo is a Public Limited Company
(
plc
)
incorporated in
England and Wales and its registered office is 33 Holborn,
London, EC1N 2HT.
Apollo’s principal activity is to invest in a diverse portfolio
of predominantly unquoted companies with the aim of
providing shareholders with attractive tax-free dividends
and long-term capital growth.
Basis of preparation
The financial statements have been prepared under the
historical cost convention, except for the measurement
at fair value of certain financial instruments, and in
accordance with UK Generally Accepted Accounting
Practice
(
GAAP
)
, including Financial Reporting Standard
102 – ‘The Financial Reporting Standard applicable in
the United Kingdom and Republic of Ireland’
(
FRS 102
)
,
and with the Companies Act 2006 and the Statement of
Recommended Practice
(
SORP
)
‘Financial Statements of
Investment Trust Companies and Venture Capital Trusts
(
issued 2014 and updated in July 2022
)
’.
The significant accounting policies have remained
unchanged since those set out in Apollo’s 2024 Annual
Report and Accounts. A summary of the significant
accounting policies is set out below.
FRS 102 sections 11 and 12 have been adopted with regard
to Apollo’s financial instruments. Apollo 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.
Going concern
After reviewing Apollo’s forecasts and expectations, the
Directors have a reasonable expectation that Apollo has
adequate resources to continue in operational existence
for the foreseeable future. The annual expenses of Apollo
are around £12.1 million and Apollo had £87.8 million in
cash and MMFs at the year end. Therefore if there was
a serious downturn, Apollo could continue by choosing
to retain cash in order to pay these expenses as they fall
due. The ability to retain cash is largely in our control as
we can shift investment strategy to make sure we have
a sufficient cash buffer, subject to VCT rules. Apollo
therefore continues to adopt the going concern basis in
preparing its financial statements. See Directors’ Report
on page 58 to 61 for further details.
Key judgements and estimates
The preparation of the financial statements requires the
Board to make judgements and estimates that affect
the application of policies and reported amounts of
assets, liabilities, income and expenses. Estimates and
assumptions applied mainly relate to the fair valuation
of the unquoted fixed asset investments. Estimates are
based on historical experience and other assumptions
that are considered reasonable under the circumstances.
The estimates and the assumptions applied are under
continuous review with particular attention paid to the
carrying value of the investments.
Investment valuation policies are important to the
depiction of Apollo’s financial position and require the
application of subjective and complex judgements,
notably with regards to unquoted holdings, often as
aresult of the need to make estimates about the effects
of matters that are inherently uncertain and may change
in subsequent periods. The main accounting and valuation
policies used by Apollo are disclosed below.
Investments are regularly reviewed to make sure that
the fair values are appropriately stated. Unquoted
investments are valued in accordance with current
IPEV guidelines, although this does rely on subjective
estimates such as appropriate sector revenue multiples,
forecast results of portfolio companies, asset values of
the subsidiary companies of portfolio companies and
liquidity or marketability of the investments held. Quoted
investments are valued at the closing bid price on the
year-end date.
Although Apollo believes that the assumptions concerning
the business environment and estimates of future
cash flows are appropriate, changes in estimates and
assumptions could require changes in the stated values.
This could lead to additional changes in fair value in the
future
(
see Note 10
)
.
Revenue and capital
Apollo presents its Income Statement in a three column
format to give shareholders additional details of the
performance of Apollo, split between items of a revenue or
capital nature as required by the SORP.
Notes to the financial statements
Octopus Apollo VCT plc — Annual report and financial statements 2025 79
1. Significant accounting policies
(
continued
)
The revenue column of the Income Statement includes
revenue income and revenue expenses of Apollo.
The capital column includes changes in fair value of
investments, as well as gains and losses on disposal and
any capital dividends received. Gains and losses arising
from changes in fair value of investments are recognised
as part of the capital return within the Income Statement.
Investment Management fees are split between the
revenue
(
25%
)
and capital
(
75%
)
in the same way that the
income streams are derived.
Cash and liquid resources
For the purpose of the Cash Flow Statement, cash and
cash equivalents comprises cash at bank, Applications
cash and money market funds. Liquid resources are
current asset investments which are disposable without
curtailing or disrupting the business and are either readily
convertible into known amounts of cash at or close to their
carrying values or traded in an active market. Investments
in OEICs and MMFs are subject to insignificant changes in
fair value.
Financing strategy and capital structure
We define capital as shareholders’ funds and our financial
strategy in the medium term is to manage a level of cash
that balances the risks of the business with optimising the
return on equity. Apollo currently has no borrowings nor
does it anticipate that it will have any borrowing facilities
in the future to fund the acquisition of investments.
Apollo does not have any externally imposed capital
requirements.
The Board considers the distributable reserves and
the total return for the year when recommending a
dividend. In addition, the Board is authorised to make
market purchases up to a maximum of 14.99% of the
issued Ordinary share capital in accordance with Special
Resolution 11 in order to maintain sufficient liquidity in
Apollo’s shares.
Financial instruments
Apollo’s principal financial assets are its investments
and the policies in relation to those assets are set out
above and in Note 10. Financial liabilities and equity
instruments are classified according to the substance of
the contractual arrangements entered into. An equity
instrument is any contract that evidences a residual
interest in the assets of the entity after deducting all of its
financial liabilities. Where the contractual terms of share
capital do not have any terms meeting the definition
of a financial liability then this is classed as an equity
instrument. Dividends and distributions relating to equity
instruments are debited direct to equity.
Apollo’s trade receivables are initially recognised at fair
value which is normally transaction cost and subsequently
measured at amortised cost.
Reserves
Share capital: represents the nominal value of shares
that have been issued.
Share premium: includes any premiums received on issue
of share capital. Any transaction costs associated with the
issuing of shares are deducted from share premium.
Special distributable reserves: includes cancelled share
premium available for distribution.
Capital redemption reserve: includes nominal share
capital which has been bought back by Apollo for
cancellation and cannot be distributed to shareholders.
Capital reserve realised: when an investment is sold, any
balance held in Capital reserve unrealised is transferred
to Capital reserve realised on disposal, as a movement in
reserves. The portion of the management fee allocated
to capital expenditure is also included in this reserve.
Thisreserve is available for distribution.
Capital reserve unrealised: when Apollo revalues the
investments still held during the period, any gains or losses
arising are credited/charged to Capital reserve unrealised.
Revenue reserve: includes all net revenue profits and
losses of Apollo.
Functional and presentational currency
The financial statements are presented in Sterling
(
£
)
.
Thefunctional currency is also Sterling
(
£
)
.
Notes to the financial statements
continued
80 Octopus Apollo VCT plc — Annual report and financial statements 2025
2. Investment income
Accounting policy
Fixed returns on non-equity shares and debt securities are recognised on a time
apportionment basis
(
including time amortisation of any premium or discount to
redemption
)
, so as to reflect the effective interest rate, provided it is considered probable
that payment will be received in due course. Income from fixed-interest securities and
deposit interest is accounted for on an effective interest rate method. Investment income
includes interest earned on MMFs. Dividend income is shown net of any related taxcredit.
Dividends receivable are brought into account when Apollo’s right to receive payment
is established and it is probable that payment will be received. Fixed returns on debt
are recognised provided it is probable that payment will be received in due course. The
nature of dividends received is assessed to establish whether they are revenue or income
dividends.
Disclosure
31 January 2025
£’000
31 January 2024
£’000
Loan note interest receivable
1
163 –
1
Dividends receivable 741 576
MMF interest income 3,178 2,000
4,082 2,576
1
1
The presentation and classification of £3.5 million of accrued loan interest was updated to be part of the fair
value of investments. This balance is therefore an amendment to the balance presented in the 31 January
2024 accounts.
3. Investment management and performance fees
31 January 2025 31 January 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Investment
management
fee
2,147 6,442 8,589 1,862 5,587 7,4 49
Investment
performance
fee
– 6,139 6,139 – 14 14
2,147 12,581 14,728 1,862 5,601 7,463
For the purpose of the revenue and capital columns in the Income Statement, the
management fee has been allocated 25% to revenue and 75% to capital, in line with
the Board’s expected long-term split of returns in the form of income and capital gains
respectively from Apollo’s investment portfolio. The investment performance fee,
explained below, is allocated 100% to capital as it is deemed that capital appreciation
on investments has primarily driven the total return of Apollo above the required hurdle
rate at which the performance fee is payable. The management fee, administration
and accountancy fees are calculated based on the NAV which is then multiplied by the
number of shares in issue, calculated on a daily basis.
Octopus provide investment management, accounting and administration services and
company secretarial services to Apollo under a management agreement which may be
terminated at any time thereafter by not less than twelve months’ notice given by either
party. No compensation is payable in the event of terminating the agreement by either
party, if the required notice period is given. The fee payable, should insufficient notice
be given, will be equal to the fee that would have been paid should continuous service
be provided. The basis upon which the management fee is calculated is disclosed within
Note19 to the financial statements.
Notes to the financial statements
continued
Octopus Apollo VCT plc — Annual report and financial statements 2025 81
3. Investment management fees
(
continued
)
Apollo has established a performance incentive scheme whereby the Portfolio Manager
is entitled to an annual performance related incentive fee in the event that certain
performance criteria are met. Further details of this scheme are disclosed within Note 19
to the financial statements and in the Chair’s statement. As at 31 January 2025 £6,139,076
was due to the Portfolio Manager by way of an annual performance fee
(
2024: £14,000
)
.
4. Other expenses
Accounting policy
All expenses are accounted for on an accruals basis. Expenses are charged wholly to
revenue, apart from management fees charged 75% to capital and 25% to revenue,
performance fees charged wholly to capital and transaction costs. Transaction costs
incurred when purchasing or selling assets are written off to the Income Statement in
theperiod that they occur.
Disclosure
31 January 2025
£’000
31 January 2024
£’000
Accounting and administration services 1,288 1,117
Ongoing trail commission 1,130 1,011
Directors’ fees 182 140
Registrars' fees 120 106
Audit fees 103 85
Legal fees 50 12
Bad debt provision 0 953
Other administration expenses 682 582
3,555 4,006
The ongoing charges ratio of Apollo for the year to 31 January 2025 was 2.4%
(
2024: 2.4%
)
.
Total annual running costs are capped at 2.75% of average net assets
(
2024 cap: 2.75%
of average net assets
)
. This figure excludes any extraordinary items, adviser charges,
impairment of interest and performance fees.
No non-audit services were provided by Apollo’s auditor.
5. Directors’ remuneration
Total Directors’ fees paid during the year were £181,500
(
2024: £140,000
)
. This excludes
Employer’s National Insurance contributions of £18,800
(
2024: £14,000
)
which have been
included within other administration expenses. The highest paid director received £44,000
(
2024: £40,000
)
. None of the Directors received any other remuneration or benefit from
Apollo during the year. Apollo has no employees other than Non-Executive Directors. The
average number of Non-Executive Directors in the year was five
(
2024: four
)
.
6. Tax
Accounting policy
Current tax is recognised for the amount of income tax payable in respect of the taxable
profit/
(
loss
)
for the current or past reporting periods using the current UK corporation tax
rate. The tax effect of different items of income/gain and expenditure/loss is allocated
between capital and revenue return on the “marginal” basis as recommended in the SORP.
Deferred tax is recognised in respect of all timing differences at the reporting date. Timing
differences are differences between taxable profits and total comprehensive income as
stated in the financial statements that arise from the inclusion of income and expenses in
tax assessments in periods different from those in which they are recognised in financial
statements.
Deferred tax assets are only recognised to the extent that it is probable that they will be
recovered against the reversal of deferred tax liabilities or other future taxable profits.
Notes to the financial statements
continued
82 Octopus Apollo VCT plc — Annual report and financial statements 2025
6. Tax
(
continued
)
Disclosure
31 January 2025 31 January 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Profit/
(
loss
)
before tax
1
(
1,627
)
25,737 24,110 2,856
1
(
3,290
)
1
(
435
)
Tax at 25%
(
2024: 24%
)
1
(
407
)
6,434 6,027 686
1
(
791
)
1
(
104
)
Effects of:
Non-taxable
dividend
income
(
9
)
–
(
9
) (
16
)
–
(
16
)
Non-taxable
capital gains
on valuations
and disposals
1
–
(
9,579
)
(
9,579
)
–
(
2,032
)
1
(
2,032
)
1
Expenses not
deductible for
tax purposes
– 12 12 – 14 14
Excess
management
expenses on
which deferred
tax not
recognised
1
416 3,133 3,549 1,332
1
806
1
2,138
1
Total tax
charge
– – – – – –
1
The presentation and classification of £3.5 million of accrued loan interest was updated to be part of the fair
value of investments. This balance is therefore an amendment to the balance presented in the 31 January
2024 accounts. This had no impact on the overall loss for the year presented or net asset value.
Approved VCTs are exempt from tax on chargeable gains. Since the Directors intend
that Apollo will continue to conduct its affairs so as to maintain its approval as a VCT,
no deferred tax has been provided in respect of any capital gains or losses arising on the
revaluation or disposal of investments based on a prospective tax rate of 25%. Unrelieved
tax losses of £64,803,000
(
2024: £51,785,000
)
are estimated to be carried forward at
31 January 2025
(
subject to completion of Apollo’s tax return
)
and are available for
offset against future taxable income, subject to agreement with HMRC. Apollo has not
recognised the deferred tax asset of £16,201,000
(
2024: £12,946,000
)
in respect of these
tax losses because there is insufficient forecast taxable income in excess of deductible
expenses to utilise these losses carried forward. There is no expiry period on these
deductible expenses under the UK HMRC legislation.
7. Dividends
Accounting policy
Dividends payable are recognised as distributions in the financial statements when
Apollo’s liability to make payment has been established. This liability is established on the
record date, the date on which those shareholders on the share register are entitled to the
dividend. Interim dividends to equity shareholders are declared by the Directors.
Disclosure
31 January 2025
£’000
31 January 2024
£’000
Dividends paid in the year
Second interim dividend: 1.3p per
share paid 2 May 2024
(
2024: 1.3p per
share
)
in respect of prior year
10,901 8,739
Interim dividend: 1.3p per share paid
20 December 2024
(
2024: 1.4p
)
in
respect of the current year
12,196 10,426
23,097 19,165
Notes to the financial statements
continued
Octopus Apollo VCT plc — Annual report and financial statements 2025 83
7. Dividends
(
continued
)
31 January 2025
£’000
31 January 2024
£’000
Dividends in respect of the year
Interim dividend: 1.3p per share paid
20 December 2024
(
2024: 1.4p
)
12,196 10,426
Second interim dividend:
1.3p paid 8 May 2025
(
2024: 1.3p per share
)
13,663 10,901
25,859 21,327
The figures above include dividends elected to be reinvested through the DRIS. In the year
to 31 January 2025, the net proceeds reinvested through the DRIS totalled £5,268,000
(
2024: £4,513,000
)
.
8. Earnings per share
31 January 2025 31 January 2024
Revenue Capital Total Revenue Capital Total
Profit/
(
loss
)
attributable
to ordinary
shareholders
(
£’000
)
1
(
1,627
)
25,737 24,110
(
3,291
)
1
2,856
1
(
435
)
1
Earnings per
ordinary share
(
p
)
1
(
0.2p
)
3.0p 2.8p
(
0.5p
)
1
0.4p
1
(
0.1p
)
1
1
The presentation and classification of £3.5 million of accrued loan interest was updated to be part of the fair
value of investments. This balance is therefore an amendment to the balance presented in the 31 January
2024 accounts. This had no impact on the overall loss for the year presented or net asset value.
The earnings per share is based on 867,758,701 Ordinary shares
(
2024: 709,769,066
)
, being
the weighted average of shares in issue during the year.
There are no potentially dilutive capital instruments in issue and, as such, the basic and
diluted earnings per share are identical.
9. Net asset value per share
31 January 2025
Ordinary shares
31 January 2024
Ordinary shares
Net assets
(
£
)
482,563,000 390,294,000
Shares in issue 956,172,843 772,743,612
Net asset value per share
(
p
)
50.5 50.5
There are no potentially dilutive capital instruments in issue and, as such, the basic and
diluted NAV per share are identical.
10. Fixed asset investments at fair value through profit or loss
Accounting policy
Apollo’s principal financial assets are its fixed asset investments and the policies in relation
to those assets are set out below. Purchases and sales of investments are recognised in the
financial statements at the date of the transaction
(
trade date
)
.
Investments are made in accordance with a documented investment strategy, and are
valued in accordance with a documented valuation policy at fair value. Information about
them is provided internally on that basis to the Board. Accordingly, as permitted by FRS
102, the investments are measured as being at fair value through profit or loss
(
FVTPL
)
on the basis that they qualify as a group of assets managed, and whose performance is
evaluated, on a fair value basis in accordance with a documented investment strategy.
Apollo’s investments are measured at subsequent reporting dates at fair value.
In the case of unquoted investments, fair value is established by using measures of value
such as price of recent transaction, earnings or revenue-based multiples, discounted cash
flows and net assets. This is consistent with IPEV capital valuation guidelines. Where price
of recent transaction is used, the valuation is calibrated to a valid methodology.
Notes to the financial statements
continued
84 Octopus Apollo VCT plc — Annual report and financial statements 2025
10. Fixed asset investments at fair value through profit or loss
(
continued
)
Gains and losses arising from changes in fair value of investments are recognised as part
of the capital return within the Income Statement and allocated to the capital reserve
unrealised. Fixed returns on non-equity shares and debt securities which are held at fair
value are computed using the effective interest rate, to distinguish between the interest
income receivable
(
which is disclosed as interest income within the revenue column of the
Income Statement
)
and other fair value movements arising on these instruments
(
which
are disclosed as holding gains within the capital column of the Income Statement
)
.
Investments deemed to be associates due to the shareholding and level of influence
exerted over the portfolio company are measured at fair value using a consistent
methodology to the rest of Apollo’s portfolio as permitted by FRS 102 and highlighted in
the SORP
(
paragraph 32
)
.
In preparation of the valuations of assets the Directors are required to make judgements
and estimates that are reasonable and incorporate their knowledge of the performance of
the portfolio companies.
Fair value hierarchy
Paragraph 34.22 of FRS 102 recognises a hierarchy of fair value measurements, for
financial instruments measured at fair value in the balance sheet, which gives the highest
priority to unadjusted quoted prices in active markets for identical assets or liabilities
(
Level
1
)
and the lowest priority to unobservable inputs
(
Level 3
)
. This methodology is adopted
by Apollo and requires disclosure of financial instruments to be dependent on the lowest
significant applicable input, as laid out below.
Level 1: The unadjusted, fully accessible and current quoted price in an active market
for identical assets or liabilities that an entity can access at the measurement date. The
Company’s quoted investments are included in Level 1.
Level 2: Inputs for similar assets or liabilities other than the quoted prices included in Level
1 that are directly or indirectly observable, which exist for the duration of the period of
investment. Apollo holds no such investments in the current or prior year.
Level 3: This is where inputs are unobservable, where no active market is available and
recent transactions for identical instruments do not provide a good estimate of fair value
for the asset or liability. Apollo’s unquoted investments are included in Level 3 in the
current and prior year.
During the last year, there have been no transfers across the various Levels throughout the
portfolio. Note, there are only four assets which are valued using Level 1 inputs.
All items held at fair value through profit or loss were designated as such upon initial
recognition. Movements in investments at fair value through profit or loss during the year
to 31 January 2025 are summarised below and in Note 11.
The most critical estimates, assumptions and judgements relate to the determination
of the carrying value of investments at ‘fair value through profit and loss’
(
FVTPL
)
. All
investments held by Apollo are classified as FVTPL and measured in accordance with the
International Private Equity and Venture Capital Valuation
(
IPEV
)
guidelines, as updated
in December 2022. For investments actively traded on organised financial markets, fair
value is generally determined by reference to Stock Exchange market quoted bid prices at
the close of business on the balance sheet date.
Unquoted investments are stated at fair value by the Directors at each measurement date
in accordance with appropriate valuation techniques, which are consistent with the IPEV
guidelines:
(
i
)
the price of a recent investment
(
PRI
)
, if resulting from an orderly transaction, is
assumed to represent fair value as of the transaction date. At every subsequent
measurement date, the PRI may remain an appropriate indicator of fair value,
however as its validity is eroded over time, adequate consideration will be given to the
current facts and circumstances, including, but not limited to, changes in the market
or changes in the performance of the portfolio company. This may result in calibrating
the PRI to account for the aforementioned factors. Where necessary, we may rely on
PRI for certain investments where other valuation methodologies may not be possible,
or calibration confirms the PRI is appropriate, notably where there are no current or
short-term future revenues expected, and no other valuation approach is appropriate;
Notes to the financial statements
continued
Octopus Apollo VCT plc — Annual report and financial statements 2025 85
10. Fixed asset investments at fair value through profit or loss
(
continued
)
(
ii
)
where a recent transaction is not deemed to be representative of fair value, a
market approach may be considered. This technique involves the application of an
appropriate multiple to a performance measure
(
typically revenue, but potentially also
earnings before interest, tax, depreciation and amortisation
(
EBITDA
))
in order to derive
the value of the business:
– appropriate multiples will usually be derived by reference to a peer group of current
market-based multiples, as reflected in market valuations of comparable quoted
companies or the price at which comparable companies have changed ownership,
to the extent this information is publicly available; or
– calibration to the PRI validates the valuation techniques using contemporaneous
market inputs. In deriving the relevant market-based multiples, consideration will
be given to any relevant control premiums which are applicable in order to account
for the level of control over investments, whilst also accounting for any discounts
when comparing differing levels of marketability in the underlying investments.
This approach will notably help capture any risks associated with a lack of liquidity
in the minority holding of an unquoted investment and may be further adjusted to
reflect the trading performance of the portfolio company versus expectations as at
the investment;
(
iii
)
premiums, to the extent that they are considered capital in nature, and that they will
be received upon repayment of loan stock investments, are accrued at fair value when
Apollo receives the right to the premium and when considered recoverable; and
(
iv
)
where a number of discreet outcomes can be expected for an investment, a simplified
probability-weighted expected return model may be used to determine fair value.
Capital gains and losses on investments, whether realised or unrealised, are dealt with in
the profit and loss and revaluation reserves and movements in the period are shown in the
Income Statement. All figures are shown net of any applicable transaction costs incurred
by Apollo. All investments are initially recognised at transaction price and subsequently
measured at fair value. Changes in fair value are recognised in the Income Statement.
A key judgement made in applying the above accounting policy relates to investments
that are permanently written off. Where the value of an investment has fallen
permanently below the price of recent investment, the loss is treated as a realised
loss, even though the investment is still held. The Board assesses the portfolio for such
investments and, after agreement with the Portfolio Manager, will agree the values that
represent the extent to which an investment loss has become realised. This is based upon
an assessment of objective evidence of that investment’s future prospects, to determine
whether there is potential for the investment to recover in value.
The table on the following page summarises the various valuation methodologies used to
value Level 3 instruments, the inputs and the sensitivities applied and the impact of those
sensitivities to the unobserved inputs.
To ensure the accuracy and robustness of fair value assessments for fixed assets,
particularly those involving Level 3 inputs, a dedicated Valuation Committee
independently reviews all portfolio company valuations. The Valuation Committee
rigorously challenges the independent Valuation Team’s assumptions and methodologies,
leveraging the expertise of its members, who include both internal and external
professionals with the necessary technical knowledge and experience to provide robust
oversight and guidance.
Notes to the financial statements
continued
86 Octopus Apollo VCT plc — Annual report and financial statements 2025
10. Fixed asset investments at fair value through profit or loss
(
continued
)
Valuation basis/
methodology
Number of
companies
valued by
approach
Percentage
of companies
valued by
approach
Inputs to be
sensitised
Fair value at
31January 2025
£m
Fair value
impact of
sensitivities
Price of
Recent
Investment
(
External
price
)
3 5% n/a 20.2 n/a
Calibrated
Price of
Recent
Investment
(
Multiples
)
1
9 17% n/a 65.7 n/a
Market
Approach
– revenue
(
Multiples
)
14 60% Market
multiple
+/- 10%
233.5 11.2m/
(
11.2m
)
Probability
Weighted
Approach
(
Scenario
analysis
)
2
8 18% n/a 71.9 n/a
Write-off 2 0% n/a Nil n/a
1
Sensitivity analysis has not been provided for inputs to the Calibrated Price of Recent Investment valuation
methodology as it references external pricing datapoints in recent investment rounds. If the Fair Value of the
investments valued using Calibrated Price of Recent Investment is sensitised by +/- 10% the Fair Value would
increase or decrease by £6.6 million.
2
Sensitivity analysis has not been provided for inputs to the Probability Weighted Approach valuation
methodology as each investment valued using this approach has a unique set of expected outcomes and
probability weightings. If the Fair Value of the investments valued using Probability Weighted Approach is
sensitised by +/- 10% the Fair Value would increase or decrease by £7.2 million.
Disclosure
Level 1:
AIM-quoted
investments
£’000
Level 3:
Unquoted
investments
£’000
Total
£’000
Cost at 1 February 2024 1,828 212,442 214,270
Unrealised
(
loss
)
/gain at
1 February 2024
1
(
46
)
117,654
1
117,608
1
Valuation at 1 February 2024 1,782 330,096
1
331,878
1
Movement in the year:
Purchases at cost – 47,131 47,131
Disposal proceeds
(
63
)
(
22,820
)
(
22,883
)
Gain on realisation of investments 50 1,176 1,226
Change in fair value in year
(
334
)
38,000 37,666
Closing valuation at
31 January 2025
1,435 393,583 395,018
Cost at 31 January 2025 1,413 239,013 240,426
Unrealised gain at
31 January 2025
22 154,570 154,592
Valuation at 31 January 2025 1,435 393,583 395,018
1
The presentation and classification of £3.5 million of accrued loan interest was updated to be part of the fair
value of investments. This balance is therefore an amendment to the balance presented in the 31 January
2024 accounts. This had no impact on the overall loss for the year presented or net asset value.
The investment portfolio is managed with capital growth as the primary focus. The loan
and equity investments are considered to be one instrument due to the legal binding
stated within the investment agreements and so they are combined in the table shown
above.
Level 1 valuations are valued in accordance with the closing bid-price on the relevant date.
Further details of the fixed asset investments held by Apollo are shown within the Portfolio
Manager’s Review.
Notes to the financial statements
continued
Octopus Apollo VCT plc — Annual report and financial statements 2025 87
10. Fixed asset investments at fair value through profit or loss
(
continued
)
Unquoted investments in the portfolio are considered Level 3 assets, such that their
values are not directly observable but are estimated using a combination of valuation
methodologies which notably extrapolate from observable market data for comparable
assets. Further details in respect of the methods and assumptions applied in determining
the fair value of the investments are disclosed in the Portfolio Manager’s Review.
The loan and equity investments are considered to be one instrument due to them being
bound together when assessing the portfolio’s returns to shareholders. This is consistent
with Apollo’s investment policy.
Exits
Name of company
Year of
investment Acquirer Date of exit
Renalytix Oct-18 No named
acquirer – public
market disposal
Mar-24
Dyscova Ltd Jul-16 GBUK Group Jul-24
Ryte GmbH Dec-20 Semrush Holdings
Inc.
Jul-24
Countrywide Healthcare Supplies
Holdings
Apr-14 Personnel Hygiene
Services Ltd
Sep-24
FullCircl Dec-11 nCino Nov-24
Including deferred proceeds, the company received £22.9 million
(
2024: £18.3 million
)
from investments sold in the year. The book cost of these investments when they were
purchased was £15.4 million
(
2024: £8.3 million
)
. These investments have been revalued
over time and until they were sold any unrealised gains/losses were included in the fair
value of the investments.
Subsidiaries
The following company is deemed to be a subsidiary of Apollo because Apollo owns more
than 50% of the voting rights in that company:
Portfolio
company
Country of
incorporation Sector
Profit/
(
loss
)
before tax
£’000
Net assets/
(
liabilities
)
£’000
% equity
held by
Octopus
Apollo VCT
plc
Voting
rights held
by Octopus
Apollo VCT
plc
Superior
Heat
Limited*
United
Kingdom
Ground
source
heat
13
(
261
)
100 100
*Registered address: 33 Holborn, London, EC1N 2HT.
By virtue of FRS 102 section 9.9, Apollo does not have to produce consolidated financial
statements owing to the fact that its interests in subsidiaries are all held as part of an
investment portfolio
(
as defined by FRS 102
)
, and therefore its interests in subsidiaries are
excluded from consolidation. They have therefore been treated in the same way as other
portfolio companies and are held at fair value. These financial statements are therefore
separate financial statements to those of its subsidiaries.
11. Current asset investments, cash and cash equivalents
Accounting policy
For the purpose of the Cash Flow Statement, cash and cash equivalents comprise of cash
at bank, applications cash and money market funds. Cash equivalents are money market
funds which are disposable without curtailing or disrupting the business and are either
readily convertible into known amounts of cash at or close to their carrying values or
traded in an active market. They are also subject to insignificant risk of valuation changes.
Current asset investments on the Balance Sheet comprise OEICs, which are valued on
a FVTPL basis. Gains and losses arising from changes in fair value of investments are
recognised as part of the capital return within the Income Statement and allocated to
the capital reserve unrealised. Realised gains and losses on disposals are allocated to the
capital reserve realised.
Notes to the financial statements
continued
88 Octopus Apollo VCT plc — Annual report and financial statements 2025
11. Current asset investments, cash and cash equivalents
(
continued
)
Money market funds are carried at fair value at the latest published price.
The current asset investments are readily convertible into cash at the option of Apollo,
within seven days. The current asset investments are held for trading, are actively
managed and the performance is evaluated in accordance with a documented
investment strategy.
Disclosure
As at 31 January 2025 and 31 January 2024, current asset investments
(
OEICs
)
and
MMFs fall into Level 1 of the fair value hierarchy as defined in the fixed asset investment
accounting policy in Note 10 above.
Level 1
investments
£’000
Cost at 1 February 2024 55,015
Unrealised gain at 1 February 2024 1,421
Valuation at 1 February 2024 56,436
Movement in the year:
Additions 141,569
Disposal proceeds
(
105,975
)
Change in fair value in the year
(
574
)
Closing valuation at 31 January 2025 91,456
Cost at 31 January 2025 87,431
Unrealised gain at 31 January 2025 4,025
Valuation at 31 January 2025 91,456
31 January 2025
£’000
31 January 2024
£’000
OEICs:
Sequoia Economic Infrastructure
Fund
(
SEQI
)
7,9 12 8,486
Total current asset investment 7,9 12 8,486
MMFs: 83,544 47,95 0
Total current asset investments
and money market funds
91,456 56,436
Cash at bank 4,251 4,868
Applications cash 16,780 8,852
Total current asset investments
and cash
112,487 70,156
Notes to the financial statements
continued
Octopus Apollo VCT plc — Annual report and financial statements 2025 89
12. Debtors
31 January 2025
£’000
31 January 2024
£’000
Deferred consideration
(
current
)
1
675 –
Deferred consideration
(
non-current
)
2
495 –
Prepayments 78 68
Accrued income
3
– –
3
Other debtors 176 176
1,424 244
1
1
Proceeds on exits made during the period which are due to be received by 31 January 2026.
2
Proceeds on exits made during the period which are due to be received after 31 January 2026.
3
The presentation and classification of £3.5 million of accrued loan interest was updated to be part of the fair
value of investments. This balance is therefore an amendment to the balance presented in the 31 January
2024 accounts.
13. Current liabilities
31 January 2025
£’000
31 January 2024
£’000
Other accruals 1,143 1,129
Accrued performance fee 6,139 14
Accrued management fees 2,295 1,989
Trade creditors 9 –
Applications cash 16,780 8,852
26,366 11,984
At 31 January 2025, there were £16,780,000
(
2024: £8,852,000
)
of funds to be allotted
as shares. This applications cash is cash received from investors but not yet allotted. The
movement in the applications cash creditor is reflected in the Cash Flow Statement as
movement in applications account.
14. Share capital
31 January 2025
£’000
31 January 2024
£’000
Allotted and fully paid up:
956,172,843 Ordinary shares of 0.1p
(
2024: 772,743,612 Ordinary shares of
0.1p
)
956 773
Apollo purchased for cancellation the following shares during the year:
Date
Number of
shares
Price per share
(
p
)
Total cost
of shares
repurchased
(
£’000
)
27 March 2024 4,261,161 48.5 2,066
26 June 2024 3,792,273 47.3 1,793
17 October 2024 6,676,869 47.7 3,183
4 December 2024 4,087,419 47.4 1,939
Totals 18 ,817,722 8,981
The Ordinary shares repurchased for cancellation during the year were cancelled at a
weighted average price of 47.7p. The total nominal value of the shares repurchased for
cancellation was £18,818 representing 2% of the issued share capital.
Notes to the financial statements
continued
90 Octopus Apollo VCT plc — Annual report and financial statements 2025
14. Share capital
(
continued
)
Apollo issued the following Ordinary shares during the year:
Date
Number of
shares
Price per share
(
p
)
Net proceeds
from share
issues
(
£’000
)
28 March 2024 70,069,746 53.5 35,219
2 May 2024
(
DRIS
)
5,084,140 49.2 2,501
8 May 2024 217, 5 62 49.2 107
4 July 2024 42,534,639 52.1 20,888
22 October 2024 27,132,610 52.6 13,423
2 December 2024 39,170,082 52.6 19,390
23 December 2024 12,321,422 51.3 5,942
23 December 2024
(
DRIS
)
5,716,752 48.4 2,767
Totals 202,246,953 100,237
The Ordinary shares issued during the year were issued at a weighted average price
of49.6p. Excluding the value of shares issued under the DRIS, the total value of shares
issued net of share issue costs was £94,969,000
(
2024: £62,631,000
)
. This is shown in the
Cash Flow Statement. The total amount reinvested under the DRIS was £5.3 million.
The capital of Apollo is managed in accordance with its investment policy with a view to
the achievement of its investment objective as set out on pages 39 to 40. Apollo is not
subject to any externally imposed capital requirements.
Capital management is monitored and controlled using the internal control procedures
set out on page 52 of this report. The capital being managed includes equity and fixed-
interest investments, cash balances and cash equivalents including debtors and creditors.
15. Reconciliation of movements in equity
31 January 2025
£’000
31 January 2024
£’000
Shareholders’ funds at start of year 390,294 349,493
Profit/
(
loss
)
after tax 24,110
(
435
)
Shares bought for cancellation
(
8,981
) (
6,743
)
Issue of shares
(
net of issue costs
)
100,237 67,14 4
Dividends paid
(
23,097
) (
19,165
)
Shareholders’ funds at end of year 482,563 390,294
When Apollo revalues its investments during the year, any gains or losses arising are
credited/charged to the Income Statement. Unrealised gains/
(
losses
)
are then transferred
to the ‘Capital reserve unrealised’. When an investment is sold, any balance held on the
‘Capital reserve unrealised’ is transferred to the ‘Capital reserve realised’ as a movement in
reserves.
Reserves available for potential distribution under the Companies Act by way of a
dividend are:
£’000
As at 1 February 2024
1
244,846
1
Movement in the year 20,851
As at 31 January 2025 265,697
1
The presentation and classification of accrued loan interest was updated to be part of the fair value of
investments. This balance is therefore an amendment to the balance presented in the 31 January 2024
accounts.
Notes to the financial statements
continued
Octopus Apollo VCT plc — Annual report and financial statements 2025 91
15. Reconciliation of movements in equity
(
continued
)
This is the maximum value of reserves available for potential distribution under the
Companies Act, which will be impacted by the future convertibility, into cash, of gains and
losses included in the Capital reserve unrealised. Amounts available for distribution may
be lower under HMRC Distributable Reserves restrictions.
The purpose of the special distributable reserve is to create a reserve which will be capable
of being used by Apollo to pay dividends and for the purpose of making repurchases of its
own shares in the market with a view to narrowing the discount to net asset value at which
Apollo’s Ordinary shares trade. Apollo cancelled the share premium balance
(
£65.2million
)
as at 30 June 2024 after obtaining a court order on 20September2024
(
in the year to
31January 2024 a share premium balance of £117.8 million after obtaining a court order on
25 September 2023
)
.
16. Financial instruments and risk management
Apollo’s financial instruments comprise equity investments, unquoted loans, cash
balances and cash equivalents including debtors and creditors. Apollo holds financial
assets in accordance with its investment policy of investing mainly in a portfolio of VCT
qualifying unquoted securities whilst holding a proportion of its assets in cash or near-cash
investments in order to provide a reserve of liquidity.
Classification of financial instruments
Apollo held the following categories of financial instruments, all of which are included in
the Balance Sheet at fair value, at 31 January 2025 and 31 January 2024:
31 January 2025
£’000
31 January 2024
£’000
Financial assets at fair value
through profit or loss
Fixed asset investments
1
395,018 331,878
1
Current asset investments
OEICs 7,9 12 8,486
MMFs 83,544 47,95 0
Total 486,474 388,314
1
Financial assets at amortised cost
Cash at bank 4,251 4,868
Applications cash 16,780 8,852
Debtors 1,424 244
Accrued income
1
- –
1
Total 22,454 13,964
1
Financial liabilities at
amortisedcost
Accruals and other creditors 26,366 11,984
Total 26,366 11,984
1
The presentation and classification of accrued loan interest was updated to be part of the fair value of investments.
This balance is therefore an amendment to the balance presented in the 31 January 2024 accounts.
Fixed and current asset investments
(
see Notes 10 and 11
)
are valued at fair value.
Forquoted investments this is bid price. Unquoted investments are carried at fair value
as determined by the Directors in accordance with IPEV guidelines as detailed within the
Portfolio Manager’s Review. The fair value of all other financial assets and liabilities are
represented by their carrying value in the Balance Sheet. The Directors believe that the
fairvalue of the assets held at the year end is equal to their carrying value.
Notes to the financial statements
continued
92 Octopus Apollo VCT plc — Annual report and financial statements 2025
16. Financial instruments and risk management
(
continued
)
In carrying on its investment activities, Apollo is exposed to various types of risk associated
with the financial instruments and markets in which it invests. The most significant types
of financial risk facing Apollo are market risk, interest rate risk, credit risk and liquidity risk.
Apollo’s approach to managing these risks is set out below together with a description of
the nature and amount of the financial instruments held at the Balance Sheet date.
Market risk
Apollo’s strategy for managing investment risk is determined with regard to Apollo’s
investment objective, as outlined on pages 39 to 40. The management of market risk is
part of the investment management process and is a central feature of venture capital
investment. Apollo’s portfolio is managed in accordance with the policies and procedures
described in the Directors’ Report on pages 58 to 61, having regard to the possible
effects of adverse price movements, with the objective of maximising overall returns
to shareholders. Investments in smaller companies, by their nature, usually involve a
higher degree of risk than investments in larger companies quoted on a recognised stock
exchange, though the risk can be mitigated to a certain extent by diversifying the portfolio
across business sectors and asset classes. The overall disposition of Apollo’s assets is
regularly monitored by the Board.
Details of Apollo’s investment portfolio at the Balance Sheet date are set out on
pages96and 97.
81.6%
(
2024: 83.7%
)
by value of Apollo’s net assets comprises investments in unquoted
companies held at fair value. A 20% overall decrease in the valuation of the unquoted
investments at 31 January 2025 would have decreased net assets and the total profit for
the year by £78,716,000
(
2024: £65,318,000 at 20%
)
. An equivalent change in the opposite
direction would have increased net assets and the total profit for the year by the same
amount.
Sensitivity analyses were carried out on 99.4% of unquoted investments
(
excluding
immaterial unquoted holdings
)
to assess the potential impact of changes in revenue-
based multiples and foreign exchange rates. Please refer to the table in Note 10 on
page86 for this analysis.
31.7% of net assets
(
38.9% of portfolio value
)
is exposed to changes in the foreign
exchange rate. An increase in the rate of 10% would increase the net asset value by 8.5%
(
£12,815,578
)
. Conversely, a decrease in the rate of 10% would decrease the net asset
value by 6.9%
(
£10,485,473
)
. The 10% sensitivity used provides the most meaningful
impact of average foreign exchange rate changes across the portfolio.
Current asset investments comprised 19% of Apollo’s net assets by value
(
2024: 14.5%
)
.
A20% decrease
(
2024: 20%
)
in the price of these securities at 31 January 2025 would
have decreased net assets by £18,291,000
(
2024: £11,287,000 decrease
)
; an equivalent
change in the opposite direction would have increased net assets for the year by the
same amount.
Interest rate risk
Some of Apollo’s financial assets and current asset investments are interest-earning. As a
result, Apollo is exposed to fair value interest rate risk due to fluctuations in the prevailing
levels of market interest rates.
Fixed rate
The table below summarises weighted average effective interest rates for the
interest-bearing loans made to portfolio companies:
31 January 2025 31 January 2024
Total loan
portfolio by
value £’000
Weighted
average
interest rate
%
Weighted
average
time for
which rate is
fixed Years
Total loan
portfolio by
value £’000
Weighted
average
interest rate
%
Weighted
average
time for
which rate is
fixed Years
Fixed rate
investments
in unquoted
companies
18,020 14.4 3.5 14,247 12.5 4.5
Notes to the financial statements
continued
Octopus Apollo VCT plc — Annual report and financial statements 2025 93
16. Financial instruments and risk management
(
continued
)
Floating rate
Apollo’s floating rate investments comprise cash held within interest-bearing money
market funds. The benchmark rate which determines the rate of interest receivable
on such investments is the bank base rate, which was 4.75% at 31 January 2025
(
31January2024: 5.25%
)
. The amounts held in floating rate investments at the Balance
Sheet date were as follows:
31 January 2025
£’000
31 January 2024
£’000
Money market funds 83,544 47,950
Every 1% increase or decrease in the base rate would increase or decrease income receivable
from these investments and the total profit for the year by £835,440
(2024: £479,497)
.
Credit risk
Credit risk is the risk that a counterparty to a financial instrument will fail to dischargean
obligation or commitment that it has entered into with Apollo. The Portfolio Manager and
the Board carry out a regular review of counterparty risk. The carrying values of financial
assets represent the maximum credit risk exposure at the Balance Sheet date.
At 31 January 2025, Apollo’s financial assets exposed to credit risk comprised the following:
31 January 2025
£’000
31 January 2024
£’000
Money market funds 83,544 47,950
Fixed rate investments in unquoted
companies
18,020 14,247
Applications cash 16,780 8,852
OEICs 7,912 8,486
Cash at bank 4,251 4,868
130,507 84,403
Credit risk relating to listed money market funds is mitigated by investing in a portfolio
of investment instruments of high credit quality, comprising securities issued by the UK
Government and major UK institutions. Credit risk relating to loans and preference shares
in unquoted companies is considered to be part of market risk. The investments in OEICs
are uncertified.
Credit risk arising on the sale of investments is considered to be small due to the short
settlement and the contracted agreements in place with the settlement lawyers.
Apollo’s current accounts are maintained with HSBC Bank plc. Should the credit quality or
the financial position of HSBC Bank plc deteriorate significantly the Portfolio Manager will
move the cash holdings to another bank.
Liquidity risk
Apollo’s financial assets include investments in unquoted equity securities which are not
traded on a recognised stock exchange and which generally may be illiquid. As a result,
Apollo may not be able to realise some of its investments in these instruments quickly at
an amount close to their fair value in order to meet its liquidity requirements, or to respond
to specific events such as deterioration in the creditworthiness of any particular issuer.
Apollo’s liquidity risk is managed on a continuing basis by the Portfolio Manager in
accordance with policies and procedures laid down by the Board. Apollo’s overall liquidity
risks are monitored on a quarterly basis by the Board.
Apollo maintains sufficient investments in cash and readily realisable securities to pay
accounts payable and accrued expenses. At 31 January 2025 these investments were
valued at £95,707,000
(
2024: £61,305,000
)
.
Notes to the financial statements
continued
94 Octopus Apollo VCT plc — Annual report and financial statements 2025
17. Events after the end of the reporting period
The following events occurred between the Balance Sheet date and the signing of these
financial statements:
•
94.8 million shares were issued at an allotment price of 53.5p per share on 1 April 2025;
•
Apollo invested a total of £15.3 million in 3 new and 2 follow-on investments;
•
A dividend of £13,663 million was paid on 8 May 2025; and
•
6.3 million shares were issued at an allotment price of 49.2p under the DRIS on 8May 2025.
18. Contingencies, guarantees and financial commitments
There were no contingencies or guarantees as at 31 January 2025. There are no committed
follow-on investments
(
2024: £3.6 million
)
.
19. Transactions with the Portfolio Manager
Apollo has employed Octopus throughout the year as the Portfolio Manager. Apollo has
incurred £8,589,000
(
2024: £7,449,000
)
in management fees due to the Portfolio Manager
in the year. At 31 January 2025 there was £2,295,000 outstanding
(
2024: £1,989,000
)
. The
management fee is payable quarterly in arrears and is based on 2% of the NAV calculated
daily from 31January.
The Portfolio Manager is entitled to an annual performance-related incentive fee, subject
to the total return
(
NAV plus cumulative dividends paid
)
per share being at least 100p at
the end of the relevant period. This performance fee is equal to 20% of the amount by
which the NAV plus cumulative dividends paid per share exceeds the higher of:
•
The highest total return in previous accounting periods. This is currently the return in the
year to 31 January 2024
(
137.9p
)
.
•
The total return as at 1 February 2012, plus the average Bank of England interest rate to
date, commencing 1 February 2012.
The Board considers that the liability becomes due at the point that the performance
criteria are met, which has happened at the end of this financial year. In the year, Apollo
incurred performance fees of £6,139,076
(
2024: £14,000
)
. At 31 January 2025 there were
£6,139,076 of outstanding performance fees to be paid
(
2024: £14,000
)
.
The Portfolio Manager also provides accounting and administrative services to Apollo,
payable quarterly in arrears, for a fee of 0.3% of the NAV calculated daily. During the
year £1,288,000
(
2024: £1,117,000
)
was paid to the Portfolio Manager, of which £344,000
(
2024: £298,000
)
was outstanding at the Balance Sheet date, for the accounting and
administrative services. In addition, the Portfolio Manager also provides company
secretarial services for a fee of £20,000 per annum
(
2024: £20,000
)
.
Several members of the Octopus investment team hold Non-Executive Directorships as
part of their monitoring roles in Apollo’s portfolio companies, but they have no controlling
interests in those companies. The Portfolio Manager receives transaction fees and
directors’ fees from these portfolio companies. During the year ended 31January 2025,
Directors’ fees of £788,000 attributable to the investments of Apollo were received by the
Portfolio Manager
(
2024: £821,000
)
.
Octopus AIF Management Limited remuneration disclosures
(
unaudited
)
Quantitative remuneration disclosures required to be made in this annual report in
accordance with the FCA Handbook FUND 3.3.5 are available on the website:
https://www.octopusinvestments.com/remuneration-disclosures/.
20. Related party transactions
As at 31 January 2025, Octopus Investments Nominees Limited
(
OINL
)
held 315 shares
(
2024: 315
)
in Apollo as beneficial owner, having purchased these from shareholders to
protect their interests after delays or errors with shareholder instructions and other similar
administrative issues. Throughout the period to 31 January 2025 OINL purchased nil shares
(
2024: 315
)
at a cost of nil
(
2024: £163
)
and sold nil shares
(
2024: 173,900
)
for proceeds of
nil
(
2024: £87,993
)
. This is classed as a related party transaction as per the Listing Rules,
as Octopus, the Portfolio Manager, and OINL are part of the same group of companies.
Any such future transactions, where OINL takes over the legal and beneficial ownership of
Company shares will be announced to the market and disclosed in annual and half-yearly
reports.
Details of the Directors and their remuneration can be found in the Directors’
Remuneration Report on pages 54 to 57.
Notes to the financial statements
continued
Octopus Apollo VCT plc — Annual report and financial statements 2025 95
21. Material changes within the reporting period
On 30 September 2024, Apollo became a full scope AIF under the European Union’s
AIF Managers Directive
(
AIFMD
)
and moved under the management of Octopus AIF
Management Limited. The investment management agreement between the Company
and Octopus Investments Limited
(
‘Octopus’
)
, the Company’s investment manager,
has been assigned by way of the deed of novation from Octopus to Octopus AIF and
subsequently amended and restated by way of a deed of variation and restatement in
order to reflect Octopus AIF’s status as a full scope AIFM. A sub-management agreement
has been entered between Octopus AIF and Octopus pursuant to which Octopus will
continue to provide portfolio management services to the Company and the Company
has appointed NatWest Trustee and Depositary Services Limited as its depositary.
Notes to the financial statements
continued
96 Octopus Apollo VCT plc — Annual report and financial statements 2025
Fixed asset investments
Investment cost as at
31 January 2025
(
£’000
)
Amount invested in the year to
31 January 2025
(
£’000
)
N2JB Limited
(
trading as Natterbox
)
18,990 1,500
Mention Me Limited 15,000 -
Codebay Solutions Limited
(
trading as Lodgify
)
12,611 3,071
Sova Assessment Limited 12,250 -
ValueBlue BV 10,071 -
Turtl Surf & Immerse Limited 10,000 -
Intigriti NV 9,639 -
Ubisecure Holdings Limited 9,075 3,500
Delio Ltd 8,699 1,000
Fable Data Limited 8,600 2,600
Bsport 8,413 8,413
Fuse Universal Limited 8,000 -
Wazoku Limited 8,000 -
Adway AB 7,0 12 -
Synchtank Limited 7,000 1,000
Vaultspeed NV 6,506 -
Threatmark Inc. 6,145 6,145
Edge10
(
UK
)
Limited 5,718 1,968
Perfect Ward Ltd
(
trading as Tendable
)
5,672 362
Fergus Software Limited 5,563 -
Pollen Technology Limited
(
trading as APLYiD
)
5,265 -
Zapnito Ltd 5,000 -
Fiscal Technologies Ltd 4,607 -
Human Learning Ltd
(
trading as Vyntelligence
)
4,450 4,450
Cambri OY 4,209 4,209
Zipline Cloud Pty Ltd
(
trading as Pendula
)
3,934 -
Investment portfolio
The table below sets out the investment cost and the amount invested in the year for the portfolio as at 31 January 2025. Details of the top ten investments can be found on
pages 21 to 24.
Octopus Apollo VCT plc — Annual report and financial statements 2025 97
Investment portfolio
continued
Fixed asset investments
Investment cost as at
31 January 2025
(
£’000
)
Amount invested in the year to
31 January 2025
(
£’000
)
Triumph Holdings Limited 3,800 -
Homesearch Digital Limited 3,433 433
Peak Data AG 3,171 680
Defeyene Legal Solutions Ltd
(
trading as Definely
)
2,800 2,800
Dudy Solutions SL
(
trading as Harbiz
)
2,586 -
Semble Technology Limited 2,500 2,500
Switchee Limited 2,500 2,500
MagicOrange Group Limited 2,200 -
Superior Heat Limited 1,961 -
Secret Escapes Limited 1,181 -
Trafi Limited 727 -
EKF Diagnostics plc 678 -
CurrencyFair Limited
(
trading as Zai
)
657 -
Vertu Motors plc 639 -
Segura Systems Limited 393 -
Ecrebo Limited 366 -
Hasgrove Limited
(
trading as Interact
)
308 -
Trellus Health plc 62 -
Verici Dx plc 34 -
Total 240,426 47,131
98 Octopus Apollo VCT plc — Annual report and financial statements 2025
Shareholder information and contact details
Apollo, formerly named Octopus Apollo VCT 3 plc, was launched in July 2006.
On 27September 2012, the Company acquired the net assets of Octopus Apollo VCT 1 plc,
Octopus Apollo VCT 2 plc and Octopus Apollo VCT 4 plc. On the same day, the Company
was renamed Octopus Apollo VCT plc. On 28 November 2015 the Company acquired
the net assets of Octopus VCT plc
(
OVCT
)
in consideration for the issue of 52,035,840
C Ordinary shares. On 27 January 2016 the Company acquired the net assets of Octopus
VCT 2 plc in consideration for the issue of 19,082,726 D Ordinary shares. On 19 December
2016 the Company acquired the net assets of Octopus Eclipse VCT plc in consideration for
the issue of 35,349,838 Ordinary 10p shares.
The Company was incorporated on 7 June 2006. During the period from launch to 5 April
2007 over £27.1 million
(
£25.9 million net of expenses
)
was raised through an Offer for
Subscription. Since then the Company has raised additional investment through further
fundraises as follows:
•
£29.3 million
(
£27.8 million net of expenses
)
during the year to 31 January 2013;
•
£22.4 million
(
£20.6 million net of expenses
)
during the year to 31 January 2014;
•
£8.7 million
(
£8.3 million net of expenses
)
during the year to 31 January 2015;
•
£31.2 million
(
£30.3 million net of expenses
)
during the year to 31 January 2016;
•
£37.4 million
(
£35.9 million net of expenses
)
during the year to 31 January 2017;
•
£16.6 million
(
£16.1 million net of expenses
)
during the year to 31 January 2018;
•
£21.7 million
(
£21.0 million net of expenses
)
during the year to 31 January 2020;
•
£28.1 million
(
£27.6 million net of expenses
)
during the year to 31 January 2021;
•
£106.1 million
(
£101.9 million net of expenses
)
during the year to 31 January 2022;
•
£79.0 million
(
£74.5 million net of expenses
)
during the year to 31 January 2023;
•
£71.1 million
(
£67.2 million net of expenses
)
during the year to 31 January 2024; and
•
£106.2 million
(
£100.2 million net of expenses
)
during the year to 31 January 2025.
The objective of the Company is to invest in a diversified portfolio of UK smaller
companies in order to generate income and preserve capital over the long term.
Further details of the Company’s progress are discussed in the Chair’s Statement and
Portfolio Manager’s Review on pages 3 to 5 and pages 14 to 25, respectively.
Venture Capital Trusts
(
VCTs
)
VCTs were introduced in the Finance Act 1995 to provide a means for private individuals
to invest in unquoted companies in the UK. Subsequent Finance Acts have introduced
changes to VCT legislation. The tax benefits currently available to eligible new investors in
VCTs include:
•
up to 30% up-front income tax relief;
•
exemption from income tax on dividends paid; and
•
exemption from capital gains tax on disposals of shares in VCTs.
The Company has been approved as a VCT by HMRC. In order to maintain its approval
the Company must comply with certain requirements of the Income Tax Act 2007 on a
continuing basis, specifically the provisions of chapter 3 and, in particular, s280A:
•
at least 80% of the Company’s investments must comprise ‘qualifying holdings’*
(
asdefined in the legislation
)
;
•
for cash raised in accounting periods beginning on or after 5 April 2018, at least 30% of
the funds raised must be invested in qualifying holdings within twelve months of the end
of the accounting period in which they were raised;
•
no single investment made can exceed 15% of the total Company value; and
•
a minimum of 10% of each qualifying investment must be in Ordinary shares with no
preferential rights.
* A ‘qualifying holding’ consists of up to £5 million invested in any one year
(
£10 million for knowledge intensive
companies
)
in new shares or securities in an unquoted UK company
(
or companies traded on AIM or Aquis
)
which is carrying on a qualifying trade and whose gross assets do not exceed a prescribed limit at the time of
investment. The definition of a ‘qualifying trade’ excludes certain activities such as property investment and
development, financial services and asset leasing.
The Company invests in a diversified portfolio of AIM-traded and smaller unquoted UK
companies in order to preserve capital over the long term as well as to deliver an attractive
tax-free dividend stream.
The Directors have managed the affairs of the Company with the intention of maintaining
its status as a VCT.
Octopus Apollo VCT plc — Annual report and financial statements 2025 99
Dividends
Dividends are paid by Computershare Investor Services PLC
(
‘Computershare’
)
on behalf
of the Company. Shareholders who wish to have dividends paid directly into their bank
account rather than by cheque to their registered address can complete a mandate form
for this purpose or complete an instruction electronically by visiting the Computershare
Investor Centre at: www.uk.computershare.com/investor/.
Queries relating to dividends, shareholdings or requests for mandate forms should be
directed to Computershare by calling 0370 703 6327
(
calls to this number cost the same
as a normal local or national landline call and may be included in your service providers
tariff. Calls outside the United Kingdom will be charged at the applicable international
rate. Computershare are open between 8.30am-5.30pm, Monday to Friday excluding
public holidays in England and Wales
)
, or by writing to them at:
The Registrar
Computershare Investor Services PLC
The Pavilions, Bridgwater Road, Bristol BS99 6ZZ
The following table shows the net asset value
(
NAV
)
per Ordinary share and lists the
dividends that have been paid since the launch of Apollo:
Year ended
NAV
Dividends Paid
in Year
Cumulative
Dividends Paid
NAV +
Cumulative
Dividends
31 January 2008 95.5p – – 95.5p
31 January 2009 92.2p 3.0p 3.0p 95.2p
31 January 2010 90.1p 3.0p 6.0p 96.1p
31 January 2011 89.6p 3.0p 9.0p 98.6p
31 January 2012 90.9p 3.5p 12.5p 103.4p
31 January 2013 89.3p 5.0p 17. 5 p 106.8p
31 January 2014 86.8p 5.0p 22.5p 109.3p
31 January 2015 84.8p 5.0p 27.5p 112.3p
31 January 2016 82.3p 5.0p 32.5p 114.8p
31 January 2017 63.2p 21.5p 54.0p 117.2p
31 January 2018 50.6p 14.0p 68.0p 118.6p
31 January 2019 47.1p 3.1p 71.1p 118.2p
31 January 2020 45.7p 3.0p 74.1p 119.8p
31 January 2021 49.2p 2.3p 76.4p 125.6p
31 January 2022 50.2p 5.7p 82.1p 132.3p
31 January 2023 53.2p 2.6p 84.7p 137.9p
31 January 2024 50.5p 2.7p 87.4p 13 7.9p
31 January 2025 50.5p 2.6p 90.0p 140.5p
The second interim dividend of 1.3p per Ordinary share was paid on 8 May 2025 to
shareholders on the register on 22 April 2025.
Shareholder information and contact details
continued
Jan
07
Jan
08
Jan
09
Jan
10
Jan
11
Jan
12
Jan
13
Jan
14
Jan
15
Jan
16
Jan
17
Jan
18
Jan
19
Jan
20
Jan
21
Jan
22
Jan
25
Jan
23
0
30
60
90
120
150
NAV per share Cumulative dividends
93.7 95.5 92.2 90.1 89.6 90.9 89.3 86.8 84.8 82.3 63.2 50.6
47.1
45.7
49.2
50.2
50.5
53.2
93.7
95.5 95.2
96.1
98.6
106.8
109.3
112.3
114.8
117.2
118.6
118.2
119.8
125.6
132.3
137.9
Jan
24
50.5
137.9
140.5
103.4
Total Value Since Inception
100 Octopus Apollo VCT plc — Annual report and financial statements 2025
Shareholder information and contact details
continued
At the General Meeting held in November 2014 shareholders approved a
Dividend Reinvestment Scheme
(
DRIS
)
and gave the Directors authority to offer
shareholders the right to elect to receive Ordinary shares instead of a cash dividend.
Any shareholder wishing to reinvest their dividends, and who has not already
elected to do so, can request a DRIS mandate form by calling Computershare on
0370703 6327. The DRIS mandate form can also be found on the Octopus website:
www.octopusinvestments.com.
Share price
The Company’s share price can be found on various financial websites including
www.londonstockexchange.com, with the following TIDM/EPIC code:
Ordinary shares
TIDM/EPIC code OAP3
Latest share price 21 May 2025 46.5p per share
Buying and selling shares
The Company’s Ordinary shares can be bought and sold in the same way as any other
company quoted on the London Stock Exchange via a stockbroker. There may be tax
implications in respect of selling all or part of your holdings, so shareholders should contact
their independent financial adviser if they have any queries.
Buyback of shares
The Company operates a policy of buying its own shares for cancellation as they become
available. The Company is, however, unable to buy back shares directly from shareholders.
If you are considering selling your shares or trading in the secondary market, please
contact the Company’s Corporate Broker, Panmure Liberum Limited
(
‘Panmure’
)
.
Panmure is able to provide details of close periods
(
when the Company is prohibited from
buying its own shares
)
and details of the price at which it has bought shares. Panmure can
be contacted as follows:
Chris Lloyd 020 7886 2716 chris.lloyd@panmureliberum.com
Paul Nolan 020 7886 2717 paul.nolan@panmureliberum.com
Secondary market
UK income tax payers, aged 18 or over, can purchase shares in the secondary market and
benefit from:
•
tax-free dividends;
•
realised gains not being subject to capital gains tax
(
although any realised losses are not
allowable
)
;
•
no minimum holding period; and
•
no need to include VCT dividends in annual tax returns.
The UK tax treatment of VCTs is on a first in and first out basis and therefore tax advice
should be obtained before shareholders dispose of their shares.
Notification of change of address
Communications with shareholders are mailed to the registered address held on the share
register. In the event of a change of address or other amendment, this should be notified
to the Company’s registrar, Computershare, under the signature of the registered holder
or via the Computershare Investor Centre at: www.uk.computershare.com/investor/.
Computershare’s contact details are provided on page 103.
Octopus Apollo VCT plc — Annual report and financial statements 2025 101
Other information for shareholders
Previously published Annual Reports and Half-yearly Reports are available for viewing
on the Portfolio Manager’s website at www.octopusinvestments.com. Other statutory
information about the Company can also be found here.
Electronic communications
Reports and accounts and all other correspondence are published electronically.
Thiscuts the cost of printing and reduces the impact on the environment. If, in future,
you would prefer to receive an email telling you a report is available to view or to receive
documents by email, please contact Octopus on 0800 316 2295 or Computershare
on 0370 703 6327. Alternatively you can sign up to receive e-communications via the
Computershare Investor Centre at: www.uk.computershare.com/investor/.
Warning to shareholders
Many companies are aware that their shareholders have received unsolicited phone calls
or correspondence concerning investment matters. These are typically from overseas
based ‘brokers’ who target UK shareholders offering to sell them what often turn out to
be worthless or high risk shares in US or UK investments. They can be very persistent and
extremely persuasive. Shareholders are therefore advised to be wary of any unsolicited
advice, offer to buy shares at a discount or offers for free company reports.
Please note that it is very unlikely that the Company, the Portfolio Manager or the
Registrar would make unsolicited telephone calls to shareholders and that any such calls
would relate only to official documentation already circulated to shareholders and never in
respect of investment advice.
If you are in any doubt about the authenticity of an unsolicited phone call, please call
Octopus on 0800 316 2295.
The Financial Conduct Authority has also issued guidelines on how to avoid share fraud
and further information can be found on their website:
www.fca.org.uk/consumers/scams/investment-scams/share-fraud-and-boiler-room-scams.
You can report any share fraud to them by calling 0800 111 6768.
Shareholder information and contact details
continued
102 Octopus Apollo VCT plc — Annual report and financial statements 2025
Alternative performance measure
(
APM
)
APMs are financial measures of historical or future financial performance, financial
position, or cash flows, other than a financial measure defined or specified in the
applicable financial reporting framework. These APMs will help shareholders to understand
and assess Apollo’s progress. A number of terms within this Glossary have been identified
as APMs.
Dividend yield
Dividend yield is calculated as dividends paid per share in the period divided by the
opening NAV per share.
Net asset value or NAV
NAV is the value of the VCT’s total assets less liabilities. It is equal to the total shareholders’
funds.
Net asset value per share or NAV per share
The NAV per share of Apollo is the sum of the underlying assets less the liabilities of Apollo
divided by the total number of shares in issue.
Ongoing charges ratio
(
APM
)
The ongoing charges ratio has been calculated using the AIC recommended methodology
and excludes irrecoverable VAT, exceptional costs and trail commission. The figure shows
the annual percentage reduction in shareholder returns as a result of recurring operational
expenses. It informs shareholders of the likely costs that will be incurred in managing the
fund in the future.
This is calculated by dividing expenses of £10,964,000, which includes investment
management fees, the expenses listed out in Note 4 on page 83, and excludes performance
fee, exceptional costs and trail commission by average net assets of £436,428,000.
Total return
(
APM
)
Total return is calculated as movement in NAV per share in the period plus dividends paid
in the period. Total return per share enables shareholders to evaluate more clearly the
performance of Apollo, as it includes the underlying value of the portfolio at the reporting
date.
Total return per share %
(
APM
)
Total return % is 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. Total
return % on the NAV per share enables shareholders to evaluate more clearly the
performance of Apollo, as it includes the underlying value of the portfolio at the reporting
date.
Total value per share
(
APM
)
Total value per share is calculated as NAV plus cumulative dividends paid since launch.
Money market fund
(
MMF
)
A mutual fund that invests in highly liquid, short term instruments. These instruments
include cash, cash equivalent securities, and high credit rating debt based securities with
a short term maturity. They are intended to offer investors high liquidity with a low level
of risk.
Open ended investment company
(
OEIC
)
A type of investment fund that invests in equities, bonds, and other securities. The price
of the shares is based on the underlying assets of the fund. These are highly liquid as
new shares can be created to meet investor demand and the fund will cancel shares of
investors who exit the fund.
Glossary of terms
Octopus Apollo VCT plc — Annual report and financial statements 2025 103
Board of Directors
Murray Steele
(
Chair
)
Christopher Powles
Alex Hambro
Claire Finn
Gillian Elcock
Company Number
Registered in England & Wales
No. 05840377
Legal Entity Identifier
(
LEI
)
213800Y3XEIQ18DP3O53
Secretary and Registered Office
Octopus Company Secretarial Services Limited
33 Holborn
London
EC1N 2HT
Manager
Octopus AIF Management Limited
33 Holborn
London
EC1N 2HT
Tel: 0800 316 2295
www.octopusinvestments.com
Portfolio Manager
Octopus Investments Limited
33 Holborn
London
EC1N 2HT
Tel: 0800 316 2295
www.octopusinvestments.com
Corporate Broker
Panmure Liberum Limited
Ropemaker Place, Level 12
25 Ropemaker Street
London
EC2Y 9LY
Tel: 020 3100 2000
Independent Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
Tax Adviser
James Cowper Kreston
Reading Bridge House
George Street
Reading
Berkshire
RG1 8LS
VCT Status Adviser
Shoosmiths LLP
(
appointed 22 February 2022
)
Apex Plaza
Forbury Road
Reading
RG1 1SH
Directors and advisers
Bankers
HSBC Bank plc
31 Holborn
London
EC1N 2HR
Registrars
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
Tel: 0370 703 6327
(
calls are charged at the standard geographic rate and will
vary by provider. Calls from outside the United Kingdom
will be charged at the applicable international rate
)
.
www.computershare.com/uk
www.uk.computershare.com/investor/
Depositary
Natwest Trustee and Depositary Services Limited
250 Bishopsgate
London
EC2M 4AA
104 Octopus Apollo VCT plc — Annual report and financial statements 2025
Notice is hereby given that the Annual General Meeting
(
AGM
)
of Octopus Apollo VCT
plc
(
‘Apollo’
)
will be held at 33 Holborn, London, EC1N 2HT on 10 July 2025 at 10am for
the purposes of considering and, if thought fit, passing the following resolutions of which
Resolutions 1to 7 will be proposed as Ordinary Resolutions and Resolutions 8 to 11 will be
proposed as Special Resolutions:
Ordinary Business
1. To receive and adopt the Annual Report and Accounts and the audited financial
statements for the year to 31 January 2025.
2. To approve the Directors’ Remuneration Report.
3. To re-elect Christopher Powles as a Director.
4. To re-elect Gillian Elcock as a Director.
5. To re-appoint BDO LLP as auditor of Apollo and to authorise the Directors to determine
their remuneration.
Special Business
To consider and if thought fit, pass Resolutions 6 and 7 as Ordinary Resolutions and
Resolutions 8 to 11 as Special Resolutions:
6. Authority to allot relevant securities
THAT, in addition to existing authorities, the Directors be and are generally and
unconditionally authorised in accordance with s551 of the Companies Act 2006
(
the ‘Act’
)
to exercise all the powers of Apollo to allot shares in Apollo up to a maximum nominal
amount of £317,268
(
representing approximately 30% of the Ordinary share capital in
issue at the date of this Notice
)
such authority to expire at the earlier of the conclusion
of Apollo’s AGM next following the passing of this Resolution and the expiry of 15 months
from the passing of the relevant Resolution
(
unless previously renewed, varied or revoked
by Apollo in a general meeting
)
but so that such authority allows Apollo to make offers or
agreements before the expiry thereof, which would or might require relevant securities to
be allotted after the expiry of such authority.
7. Authority to allot relevant securities under the DRIS
THAT in addition to existing authorities, the Directors of Apollo be and hereby are generally
and unconditionally authorised in accordance with Section 551 of the Act to exercise all the
powers of Apollo to allot shares in Apollo up to a maximum nominal amount of £74,029 in
connection with Apollo’s dividend reinvestment scheme
(
representing approximately 7% of
the Ordinary share capital in issue as at the date of this Notice
)
provided that the authority
conferred by this Resolution shall expire on the date falling 15 months from the date of
the passing of this Resolution or, if earlier, the conclusion of Apollo’s next AGM following
the passing of this Resolution
(
unless previously renewed, varied or revoked by Apollo in
general meeting
)
save that this authority shall allow Apollo to make, before the expiry of
this authority, any offers or agreements which would or might require Shares to be allotted
or rights to be granted after such expiry and the Directors may allot Shares in pursuance of
any such offer or agreement notwithstanding the expiry of such authority.
8. Empowerment to make allotments of equity securities
THAT, conditional upon the passing of Resolution 6, and in addition to existing authorities,
the Directors of Apollo be and are hereby empowered pursuant to s571 of the Act to allot
or make offers or agreements to allot equity securities
(
as defined in s560
(
1
)
of the said
Act
)
for cash pursuant to the authority granted by Resolution 6 as if s561 of the Act did not
apply to any such allotments and so that:
(
a
)
reference to allotment in this Resolution shall be construed in accordance with s560
(
2
)
of the Act; and
(
b
)
the power conferred by this Resolution shall enable Apollo to make any offer or
agreement before the expiry of the said power which would or might require equity
securities to be allotted after the expiry of the said power and the Directors may allot
equity securities in pursuance of such offer or agreement notwithstanding the expiry
of such power.
The power provided by this Resolution shall expire on the date falling 15 months from the
date of the passing of this Resolution or, if earlier, the conclusion of Apollo’s next AGM
following the passing of this Resolution
(
unless previously renewed, varied or revoked by
Apollo in general meeting
)
.
Notice of Annual General Meeting
Octopus Apollo VCT plc — Annual report and financial statements 2025 105
9. Empowerment to make allotments of equity securities under the DRIS
THAT, conditional upon the passing of Resolution 7, and in addition to existing authorities,
the Directors of Apollo be and are hereby empowered pursuant to s571 of the Act to allot
or make offers or agreements to allot equity securities
(
as defined in s560
(
1
)
of the said
Act
)
for cash pursuant to the authority granted by Resolution 7 as if s561 of the Act did not
apply to any such allotments and so that:
(
a
)
reference to allotment in this Resolution shall be construed in accordance with s560
(
2
)
of the Act; and
(
b
)
the power conferred by this Resolution shall enable Apollo to make any offer or
agreement before the expiry of the said power which would or might require equity
securities to be allotted after the expiry of the said power and the Directors may allot
equity securities in pursuance of such offer or agreement notwithstanding the expiry
of such power.
The power provided by this Resolution shall expire on the date falling 15 months from the
date of the passing of this Resolution or, if earlier, the conclusion of Apollo’s next AGM
following the passing of this Resolution
(
unless previously renewed, varied or revoked by
Apollo in general meeting
)
.
10. Authority to make market purchases
THAT, in addition to existing authorities, Apollo be and is hereby generally and
unconditionally authorised to make market purchases
(
within the meaning of s693
(
4
)
of
the Act
)
of Ordinary shares of 0.1p each in Apollo
(
‘Ordinary shares’
)
provided that:
(
a
)
the maximum number of Ordinary shares so authorised to be purchased shall not
exceed 158,528,240 Ordinary shares, representing approximately 14.99% of Apollo’s
issued share capital at the date of this Notice;
(
b
)
the minimum price which may be paid for an Ordinary share shall be its nominal
value;
(
c
)
the maximum price, exclusive of expenses, which may be paid for an Ordinary share
is an amount equal to the higher of:
(
i
)
105% of the average of the middle market
quotation for an Ordinary share taken from the London Stock Exchange Daily Official
List for the five business days immediately preceding the day on which the Ordinary
share is contracted to be purchased; and
(
ii
)
the amount stipulated by Article 5
(
6
)
of
the Market Abuse Regulation;
(
d
)
the authority conferred comes to an end at the conclusion of the next AGM of Apollo
or upon the expiry of 15 months from the passing of this Resolution, whichever is the
earlier; and
(
e
)
that Apollo may enter into a contract to purchase its Ordinary shares under this
authority prior to the expiry of this authority which would or might be completed
wholly or partly after the expiry of this authority.
11. Cancellation of share premium account
THAT, subject to the sanction of the High Court, the amount standing to the share
premium account of Apollo, at the date the order is made confirming such cancellation
by the Court, be and is hereby cancelled, and the amount by which the share capital is so
reduced be credited to the reserves of Apollo.
By Order of the Board
Murray Steele
Chair
22 May 2025
Notice of Annual General Meeting
continued
106 Octopus Apollo VCT plc — Annual report and financial statements 2025
Notice of Annual General Meeting
continued
Notes:
(
a
)
A member entitled to attend and vote at the AGM may appoint one or more proxies to
attend and vote on his or her behalf. A proxy need not be a member.
(
b
)
Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001,
entitlement to attend and vote at the meeting and the number of votes which may
be cast thereat will be determined by reference to the Register of Members of Apollo
at close of business on the day which is two days before the day of the meeting.
Changes to entries on the Register of Members after that time shall be disregarded in
determining the rights of any person to attend and vote at the meeting.
(
c
)
A form of proxy is enclosed which, to be effective, must be completed and delivered
to Apollo’s registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater
Road, Bristol, BS99 6ZY or alternatively, you may register your proxy electronically at
www.investorcentre.co.uk/eproxy, in each case, so as to be received by no later
than 48 hours before the time the AGM is scheduled to begin. To vote electronically,
you will be asked to provide your Control Number, Shareholder Reference Number and
PIN which are detailed on your proxy form.
Appointment of a proxy, or any CREST proxy instruction
(
as described in paragraph
(
d
)
below
)
will not preclude a member from subsequently attending and voting at the
meeting should he or she choose to do so. This is the only acceptable means by which
proxy instructions may be submitted electronically.
(
d
)
To appoint one or more proxies or to give an instruction to a proxy
(
whether previously
appointed or otherwise
)
via the CREST system, CREST messages must be received by
the issuer’s agent
(
ID number 3RA50
)
not later than 48 hours
(
excluding non-working
days
)
before the time appointed for holding the meeting. For this purpose, the time
of receipt will be taken to be the time
(
as determined by the time stamp generated
by the CREST system
)
from which the issuer’s agent is able to retrieve the message.
After this time any change of instructions to a proxy appointed through CREST should
be communicated to the proxy by other means. CREST personal members or other
CREST sponsored members, and those CREST members who have appointed voting
service provider
(
s
)
should contact their CREST sponsor or voting service provider
(
s
)
for assistance with appointing proxies via CREST. For further information on CREST
procedures, limitations and system timings please refer to the CREST manual. Apollo
may treat as invalid a proxy appointment sent by CREST in the circumstances set out
in Regulation 35
(
5
)
(
a
)
of the Uncertificated Securities Regulations 2001.
(
e
)
Any person receiving a copy of the Notice as a person nominated by a member to
enjoy information rights under section 146 of the Companies Act 2006
(
a ‘Nominated
Person’
)
should note that the provisions in Notes
(
a
)
and
(
b
)
above concerning the
appointment of a proxy or proxies to attend the meeting in place of a member,
do not apply to a Nominated Person as only shareholders have the right to appoint
a proxy. However, a Nominated Person may have a right under an agreement
between the Nominated Person and the member by whom he or she was nominated
to be appointed, or to have someone else appointed, as a proxy for the meeting.
If a Nominated Person has no such proxy appointment right or does not wish to
exercise it, he/she may have a right under such an agreement to give instructions to
the member as to the exercise of voting rights at the meeting.
(
f
)
Section 319A of the Companies Act 2006 requires the Directors to answer any question
raised at the AGM which relates to the business of the meeting although no answer
need be given
(
a
)
if to do so would interfere unduly with the preparation of the meeting
or involve disclosure of confidential information;
(
b
)
if the answer has already been
given on Apollo’s website; or
(
c
)
if it is undesirable in the best interests of Apollo or the
good order of the meeting.
Questions from our shareholders in relation to the AGM can be sent via email to
ApolloAGM@octopusinvestments.com. Apollo may, however, elect to provide
answers to questions raised within a reasonable period of days after the conclusion of
the AGM.
(
g
)
Members satisfying the thresholds in section 527 of the Companies Act 2006 can
require Apollo to publish a statement on its website setting out any matter relating to
(
a
)
the audit of Apollo’s accounts
(
including the auditor’s report and the conduct of the
audit
)
that are to be laid before the AGM; or
(
b
)
any circumstances connected with an
auditor of Apollo ceasing to hold office since the last AGM, that the members propose
to raise at the meeting. Apollo cannot require the members requesting the publication
to pay its expenses. Any statement required to be placed on the website must also be
sent to Apollo’s auditors no later than the time it makes its statement available on the
Octopus Apollo VCT plc — Annual report and financial statements 2025 107
website. The business which may be dealt with at the meeting includes any statement
that Apollo has been required to publish on its website.
(
h
)
Under sections 338 and 338A Companies Act 2006, members meeting the threshold
requirements in those sections have the right to require Apollo:
(
i
)
to give, to members of Apollo entitled to receive notice of the meeting, notice of
a resolution which may properly be moved and is intended to be moved at the
meeting, and/or
(
ii
)
to include the business to be dealt with at the meeting any matters
(
other than a
proposed resolution
)
which may be properly included in the business.
A resolution may properly be moved or a matter may properly be included in the
business unless:
(
i
)
(
in the case of a resolution only
)
it would, if passed, be ineffective
(
whether
by reason of inconsistency with any enactment or Apollo’s constitution or
otherwise
)
;
(
ii
)
it is defamatory of any person; or
(
iii
)
it is frivolous or vexatious.
Such a request may be in hard copy form or in electronic form, and must identify the
resolution of which notice is to be given or the matter to be included in the business,
must be authorised by the person or persons making it, must be received by Apollo not
later than six weeks before the meeting, and
(
in the case of a matter to be included in
the business only
)
must be accompanied by a statement setting out the grounds for
the request.
(
i
)
A copy of the Notice of AGM and the information required by Section 311A Companies
Act 2006 is included on Apollo’s website, www.octopusinvestments.com under
Venture Capital Trusts. Copies of the Directors’ Letters of Appointment, the Register
of Directors’ Interests in the Ordinary shares of Apollo kept in accordance with the
Listing Rules and a copy of the Memorandum and Articles of Association of Apollo
will be available for inspection at the registered office of Apollo during usual business
hours on any weekday from the date of this notice until the AGM, and at the place of
that meeting for at least 15 minutes prior to the commencement of the meeting until
its conclusion.
(
j
)
As at 20 May 2025
(
being the last practicable date prior to the publication of this
Notice
)
Apollo’s issued share capital consists of 1,05 7, 559,973 Ordinary shares, carrying
one vote each. Therefore, the total voting rights in Apollo as at 20 May 2025 are
1,05 7, 559,973.
Notice of Annual General Meeting
continued
Octopus Apollo VCT plc
(
‘Apollo’ or the ‘Company’
)
is a Venture Capital Trust
(
VCT
)
which aims to provide
shareholders with attractive tax-free dividends and
long-term capital growth by investing in a diverse
portfolio of predominantly unquoted companies.
The Company is managed by Octopus Investments
Limited
(
‘Octopus’ or the ‘Portfolio Manager’
)
via its investment team, Octopus Ventures.
Octopus Investments’ awards
Octopus Apollo VCT plc
Annual Report
2025
Octopus Investments
33 Holborn
London EC1N 2HT
0800 316 2295
investorsupport@octopusinvestments.com
octopusinvestments.com
Octopus Apollo VCT plc|Annual Report 2025