Octopus Future
Generations VCT plc
Annual Report
2024
Octopus Investments
33 Holborn
London EC1N 2HT
0800 316 2295
investorsupport@octopusinvestments.com
octopusinvestments.com
Octopus Future Generations VCT plc|Annual Report 2024
Octopus Future Generations VCT plc (‘Future Generations
VCT’ or the‘Company’) is backing businesses that aim to
addresssome of society’s biggest challenges, providing
an opportunity for investorstoshare in the growth of
ambitious, purpose‑driven companies.
The Company is managed by Octopus AIF Management
Limited (the ‘Manager’), which has delegated investment
management to Octopus Investments Limited (‘Octopus’
or ‘Portfolio Manager’) via its investment team Octopus
Ventures.
Octopus Investments’ awards
Find it fast
Strategic report
Chair’s statement 2
Investment themes 4
How Future Generations VCT works 5
Portfolio Manager’s review 15
Operating responsibly 28
Section 172 statement 33
Risks and risk management 37
Business review 40
Governance
Board of Directors 43
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 57
Financials
Directors’ responsibilities statement 62
Independent auditor’s report 63
Income statement 70
Balance sheet 71
Statement of changes in equity 72
Cash flow statement 74
Notes to the financial statements 75
Investment portfolio 89
Shareholder information and
contact details 91
Glossary of terms 93
Notice of Annual General Meeting 94
Directors and advisers 98
Key dates
Annual General Meeting 4 June 2025
Half-year results to
30 June 2025 published September 2025
How Future Generations works
p.5
Portfolio Manager’s review
p.15
Financials
p.62
2 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Board of Directors
As announced in the half-yearly report to 31 December
2023, Emma Davies announced her retirement from
the Board of Directors with effect from 31 March 2024
and Ajay Chowdhury was appointed with effect from
1 March 2024 and was elected by shareholders at the
Annual General Meeting
(
AGM
)
held in December. We
are already benefiting from his extensive experience in
the early-stage venture ecosystem.
All the other Directors have indicated their willingness to
remain on the Board and will be seeking re-election at
the AGM.
Portfolio Manager
In September 2024, Octopus Titan VCT PLC, a fund
which the Company has co-invested alongside to
date, announced a review of strategy, due to the
ongoing performance issues it has faced. This review
(
which benefits from independent external advice
)
is
ongoing, and when concluded, the results will be shared
Chair’s statement
I would like to welcome all of our new shareholders
to the Company. Future Generations VCT invests in
exciting early-stage companies which aspire to address
current environmental and societal issues. In 2023, the
Board reviewed and approved a proposal to move the
Company’s year end from 30 June to 31 December.
Asa result, shareholders are receiving this annual report
covering an extended 18-month period and will thereafter
receive a half-year report as at June, and annual report
and audited financial statements for the years ending
December thereafter.
The NAV per share at 31 December 2024 was 88.8p, which
represents a net decrease of 5.5p per share from 30 June
2023. In the 18 months to 31 December 2024, we utilised
£10.1 million of our cash resources, including £8.2million
which was invested into 16 new and follow-on opportunities.
The cash balance of £20.1million
(
excluding cash awaiting
allotment
)
as at 31 December 2024 represents 42% of
net assets at that date. The loss made in the period to
31December 2024 was £2.9 million. This decline is reflective
of some company specific performance challenges and the
difficult funding conditions in the early-stage space which
have led to downward movements in some valuations.
Given the Company is still a relatively young VCT, many
of its portfolio companies are at the beginning of their
journey and will likely require further funding to succeed,
so it is to be expected to see under performance or even
failures before any growth in value of companies which are
ultimately successful. The decline is also accentuated by
the running costs of the Company exceeding returns from
investments, which is to be anticipated at this stage.
We look forward to deploying further capital into attractive
new investment opportunities, and we ultimately intend
the profile of the Company to comprise 80% to 90% in VCT
qualifying investments and 10% to 20% in permitted non-
VCT qualifying investments orcash.
Fundraise
We raised £3.6 million in the fundraise which closed on
31 October 2024. The 2023/2024 VCT fundraise market
was highly competitive, ranking as the third highest on
record with £882 million raised. In this environment,
newer VCTs such as ours faced challenges in raising
funds, as we compete with more established funds.
On 3 February 2025, to further support the Company’s
growth, the Board launched an initial offer to raise up to
£5 million. The offer closed for new applications on 1 April
2025 for the 2024/2025 tax year having successfully
raised £5.0 million.
As investors will be aware, the intention is to invest in
businesses which meet one of three key themes, which
we hope will demonstrate excellent investment prospects
as well as having the potential to transform the world we
live in for the better. These three themes are summarised
on page 4.
VCT status
In November 2023, a ten-year extension was announced
to the ‘sunset clause’
(
a retirement date for the VCT
scheme
)
, meaning that VCT tax reliefs will be available
until 5 April 2035. This extension passed through
Parliament in February 2024 and on 3 September 2024
His Majesty’s Treasury brought the extension into effect
through The Finance Act 2024.
Helen Sinclair
Chair
I am pleased to present the financial report and audited accounts for the Company for the
18months to 31 December 2024.
Octopus Future Generations VCT plc — Annual report and financial statements 2024 3
Chair’s statement
with the Board of the Company and via any public
announcements that the Board of Octopus Titan VCT
PLC may make.
During this period, the investment team has prioritised
much of its resource towards those portfolio companies
which they believe have the potential to drive the
greatest returns. This has affected your Company’s
investment rate into new opportunities.
In the meantime, there have been a significant number
of leavers from the broader Octopus Ventures team
which invests capital from both the Company and other
funds under management. Simon King, Octopus’ Lead
Fund Manager for Future Generations, has unfortunately
resigned to pursue a new opportunity after 13 years
with Octopus. He will continue to take an active role as
Lead Fund Manager of the Company until late summer.
I would like to take this opportunity to thank Simon for
his contribution and to wish him well for the future. We
will provide you with updates in due course regarding his
potential successor.
Erin Platts was appointed as new Chief Executive Officer
(
CEO
)
of Octopus Ventures in January 2025. Previously,
she was CEO of HSBC Innovation Banking UK, formerly
Silicon Valley Bank UK and worked at the heart of the
UK and European tech ecosystem. Erin will be looking
to scale the Octopus Ventures business, including
ensuring there is appropriate investment and portfolio
management resource to support the ongoing success of
the Company.
AGM
The AGM will take place on 4 June 2025 from 10am and
will be held at 33 Holborn, London EC1N 2HT. Full details
of the business to be conducted at the AGM are given in
the Notice of the AGM on pages94 to97. 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 www.octopusinvestments.
com/futuregenvct/.
Shareholders’ views are important, and the Board
encourages shareholders to vote on the resolutions
within the Notice of the AGM on pages 94 to 97 usingthe
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 to vote in favour
of all the resolutions being proposed, as the Board will
bedoing.
Outlook
In the 18-month reporting period, the sharpest decline
in NAV was seen in the first half of 2024 with a 7.1%
drop. This was reflective of some of the portfolio
companies struggling to scale, secure customer wins and
successfully fundraise, meaning they were not achieving
the milestones set at the time the Company invested.
With companies not able to prove their business models,
we will unfortunately see some fail. The Board is mindful
that such performance is not an unusual outcome for
a VCT at this stage of its investment life cycle, with any
failures likely preceding valuation growth which is usually
expected once the portfolio matures. The portfolio
has been operating in a volatile macro environment
since the Company launched and global geo-political
and economic pressures continue to hamper some of
their growth plans. However, we are satisfied to see a
stabilisation in the NAV, with the portfolio showing a
positive return in the six months from June to December
2024.
The Mergers and Acquisitions
(
M&A
)
environment has
started to thaw with startups experiencing the highest
annual M&A transaction levels since 2019¹. We are
delighted to have been able to realise the Company’s
first full and partial exits in the reporting period, more of
which can be read about on page 8. These exits within
just three years of launch we hope provide validation
of Future Generations VCT’s investment strategy,
demonstrating the ability of Octopus to identify and
back high-potential companies while delivering early
returns to the VCT and brings confidence that it is well
positioned to generate long-term, sustainable value for
shareholders.
The long-term target is to pay an annual dividend of 5%
of the NAV. However, given the expected holding period
of target portfolio companies and restrictions imposed
on VCTs, it is very unlikely that the Company will be
able to pay dividends before 2026. During this time,
any growth in value will increase the net asset value
of the Company. Dividends are likely to be generated
from successful exits, so the Company is unlikely to pay
significant dividends until more portfolio companies
have time to mature and realisations are secured.
I would like to conclude by thanking both my Board
colleagues and the Octopus team on behalf of all
shareholders for their hard work. The Board’s long-term
view of early-stage venture capital remains positive, and
I am looking forward to seeing what 2025 brings for your
Company.
Helen Sinclair
Chair
28 April 2025
continued
¹ https://carta.com/uk/en/data/state-of-private-markets-q4-2024/#key-trends
4 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Investment themes
Revitalising healthcare
Healthcare is essential. Future Generations
VCT is backing businesses movinghealth and
wellbeing forward. That could mean investing
in entrepreneurs who areimproving lives
through digital health solutions. Or it might
mean supporting businesses helping people
conquer addictions or creating software that
will make healthcare services more efficient
andaccessible.
Empowering people
Future Generations VCT is investing in
businesses that are reimagining the future of
society. These companies could democratise
education or financial services, disrupt the
food industry to stop people going hungry,
or increase connectivity between people and
protect their privacy online, driving innovations
that will make the world a better and safer
place.
Building a sustainable planet
As society moves to a low carbon economy,
the way we produce and consume information,
materials andenergy ischanging. Some of
the most exciting early-stage businesses are
helping to accelerate this transition. Businesses
under this theme might be reducing carbon
emissions, protectingecosystems, or creating a
circular economy thatremoves waste.
Portfolio value by investment theme
The pie chart below illustrates Future Generations VCT’s investment focus by portfolio
value as a percentage.
20%
Building a
sustainable
planet
50%
Revitalising
healthcare
30%
Empowering
people
Read more about our investments
on page 20 to 25
Future Generations VCT is backing businesses with the power
totransform the world for the better by investing in companies
that are revitalising healthcare, empowering people and
building a sustainable planet.
Octopus Future Generations VCT plc — Annual report and financial statements 2024 5
How Future Generations VCT works
The team
The Company is managed by Octopus Ventures,
known for its expertise in identifying and supporting
innovative businesses some of whom have grown to
become household names, including Depop, Skin+Me
and Zoopla. The team aims to invest in early-stage
companies that offer the potential of returning
significant multiples of the initial investment.
The VCT benefits from the team’s rigorous investment
process and specialist expertise in the sectors in which
they invest. Octopus Ventures has historically engaged
with thousands of potential investment opportunities
each year and go on to invest in only around 1% of these.
This means they can be highly selective and once a
potential investment has been assessed against the key
investment criteria of their ability to scale and deliver
strong returns, it will then be reviewed against the three
investment themes.
The opportunity
We’re living in a period of unprecedented change.
Entireindustries are transforming at an increasingly
fastrate, and they need to. Society faces very real issues,
from inequality to the tremendous impact of climate
change. Businesses have a critical role to play insolving
these problems.
Companies that understand what it means to make the
world a better place have the potential to deliver some of
the best returns to investors over the coming decades.
The Company
Future Generations VCT is investing in companies
which have the ambition and proposition to address
these problems. It is investing in unquoted smaller
companies armed with innovative technology,
talentedmanagement teams and often in sectors
primefor disruption.
How Future Generations VCT works
6 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Investment strategy
What and who Future Generations VCT invests in:
As an investment team, this means:
Alignment with
one of the three
investment themes
1
Talented and
ambitious teams
2
Big market
opportunity
3
Innovative
technology
4
Rapid pace
of growth
5
8-10
Typical number of new
early-stage investments
per year
20%
Targeted initial equity
stake across all Octopus
Ventures mandates
Return
Significant multiples on
initial investment
£100,000
to £10m
Initial investment
Invest
further
Where returns
can be enhanced
How Future Generations VCT works
Spotlight on investment themes
Octopus Future Generations VCT plc — Annual report and financial statements 2024 7
How Future Generations VCT works
The portfolio is comprised of early-stage companies that the Company believes have the power to transform the world in which we live. Below are some examples across the three
investment themes of the positive contribution the portfolio companies have already made on society and the environment, even at such an early point in their own growth story:
Secfix
Automates the preparation for, and the ongoing
maintenance of, IT compliance certifications.
44% increase
in Software as a Service (SaaS) subscriptions from
2023 to 2024.
Apheris
An end-to-end federated learning platform enabling
data scientists to conduct analysis over sensitive
data without compromising the privacy or security
of the data subjects.
Powered the AI structural
biology consortium
to help
accelerate drug discovery.
Phlux
Enables high performance, scalable Light detection
and ranging (LiDar). This type of data can be used
for a wide range of applications.
1,100 products
sold in 2024, up from zero in 2023.
Drift Energy
Designing sailing vessels and routing algorithms
required to capture deep water wind energy
and convert it into onboard hydrogen gas for
transportation back to shore.
Building the
world’s first net positive ship.
Kita Earth
A carbon credit insurance company.
Twice nominated
for the Earthshot Prize 2023, in the category
of Fix Our Climate.
Metris Energy
A platform that allows landlords of multi-unit
buildings to monetise modular renewable energy
projects through a single billing platform to charge
tenants.
Its software is designed to facilitate and accelerate
the
adoption of on-site solar.
Skin+Me
Direct to consumer, personalised skin care.
Over one million customers
have been treated since inception.
Ufonia
An AI-led automated phone call platform which
replaces high-volume, low complexity medical
appointments in public and private health.
54% increase
in the number of patients contacted
from 2023 to 2024.
Inflow
A digital therapeutic company addressing the
needs of those with Attention Deficit Hyperactivity
Disorder (ADHD).
46% increase
in active paying members going through Inflow’s
ADHD program from 2023 to 2024.
Revitalising healthcare
Empowering people
Building a sustainable planet
8 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Initial investment: October 2022
Cobee, founded in 2019, is an innovative employee
benefits platform that simplifies the management
and distribution of benefits for employers and
employees alike. By consolidating benefits
schemes into a single platform, Cobee automates
administrative tasks for HR departments while
providing employees with real-time insights and
flexibility through a unified card for managing their
benefits.
In November 2024, Cobee was acquired by
Pluxee, a global leader in employee benefits and
engagement operating in 31 countries with over
5,000 employees. Pluxee is uniquely positioned
to support Cobee’s continued growth. Cobee’s
founders were enthusiastic about the deal, citing
Pluxee’s strategic alignment and potential to
accelerate international expansion.
Spotlight on exits
How Future Generations VCT works
As demonstrated on the previous page, a significant
portion of our 36-strong portfolio is in the early stages of
development, aiming to scale, refine their products, and
secure initial customer wins. Nevertheless, we are pleased
to have already realised value for our shareholders. This
success is attributed to our strategy of investing across
various themes and stages. By acquiring stakes in pre-
revenue, early-stage, and revenue-generating businesses,
we can realise value more quickly from some companies.
The Octopus Ventures team helps portfolio companies
to grow and scale, with a view to maximising value for
our shareholders and achieving successful exits. Such
exits enable the Company to realise the growth that the
portfolio companies have achieved over its investment
lifespan. The two exits combined deliver the Company a
return of 1.5x, including contingent deferred proceeds
1
.
Here’s a closer look at how the exits broke down:
The next step in the growth story
Initial investment: November 2022
Neat is a subscription-based insurance platform
that gives merchants the ability to provide
lifetime insurance bundles to customers at highly
competitive rates. The platform is simple and
scalable, allowing seamless integration without
technical expertise. Its application allows them to
offer this service to their customers with tailored
offers. Its mission is to promote more sustainable
consumption through its services, as protecting
products extends their lifespan and therefore
reduces their environmental impact, promoting
repair and reconditioning.
Neat announced the completion of its €50 million
Series A funding round in September 2024. As part
of the fundraise, Octopus sold a portion of the
Company’s shares and is excited to also maintain
a holding in the company and support its growth
journey. Neat offers over 40 products in more than
ten industries. With over 1,500 distribution partners,
Neat has sold more than one million insurance
products.
¹ 61% of contingent deferred consideration paid in full in 2025, the remainder is anticipated between 2025 and 2027.
Octopus Future Generations VCT plc — Annual report and financial statements 2024 9
Creating value
How Future Generations VCT creates value for shareholders
What makes Future Generations VCT
different
Octopus and The Octopus Ventures team
Octopus is the largest VCT manager in the UK by assets
under management. It launched its first VCT in 2002. The
Octopus Ventures team can back companies through
multiple funding rounds. This is hugely valuable and
attractive for entrepreneurs looking for a partner who can
support their long-term growth ambitions.
Nurturing talent
The investment team is supported by a dedicated People
and Talent team. They offer direct support, expertise and
access to programmes and platforms to help the investee
company management teams scale their businesses
which can be transformative. This can offer a compelling
competitive advantage when Octopus Ventures is looking to
secure the chance to invest in the best smaller companies in
themarket.
What the Octopus Ventures team do
1. How Octopus Ventures finds portfolio companies
1. Active network management and deal monitoring
2. Proprietary technology used to support deal sourcing
3. Historically thousands of potential investment
opportunities reviewed
4. Typically resulting in 8 – 10 new investments per year
2. Ongoing support
The Octopus Ventures team works with the portfolio
companies it backs to make their success more likely,
whether that’s taking a board seat, helping them
expandoverseas or introducing them to the dedicated
Talent team.
3. Mitigating risk
Future Generations VCT looks to mitigate risk through
building a portfolio of companies across a diverse range
of sectors, business models and investment stages
and looks to take a material initial equity stake in the
business.
See data on the
three investment
themes
page 4
Read about
some portfolio
casestudies
pages 20 to 21
Review the VCT‘s
risks and risk
managementsection
pages 37 to 39
How Future Generations VCT works
10 Octopus Future Generations VCT plc — Annual report and financial statements 2024
What’s in a share?
The NAV is the combined value of all the assets
owned by Future Generations VCT after deducting
the value of its liabilities. The NAV is comprised
of different elements, as shown in the diagram.
56% is derived from the value of the underlying
investments. 42% is held as highly liquid cash in the
bank and money market funds which are readily
available for investments. The upcoming pipeline
of investments is closely monitored to make sure
that there is always cash available forfunding
companies.
By owning shares in Future Generations VCT you gain access to a portfolio of36 early-stage
companies with high-growth potential operating across a diverse range of sectors.
NAV
breakdown
42%
2%
24%
32%
Top ten
The value of the top ten investments
asat 31 December 2024
Other investments
Value of the remaining portfolio
investments as at 31 December 2024
Cash
Value of cash in bank and money
market funds
Other
Value of debtors less creditors
Read more in the Financials
section on pages 70 to 88.
How Future Generations VCT works
Octopus Future Generations VCT plc — Annual report and financial statements 2024 11
Measuring our performance
How Future Generations VCT works
Key Performance Indicators
(
KPIs
)
As a VCT, Future Generations VCT’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 four key performance measures
to assess Future Generations VCT 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 alternative performance measures
(
APMs
)
and are defined in more detail in the Glossary of terms on page 93.
The NAV per share of Future Generations VCT is the sum
of the underlying assets less liabilities divided by the total
number of shares in issue. Future Generations VCT’s target
is for the NAV to stay flat or increase as it expects to pay
out any capital growth as dividends.
Performance over the period
The NAV per share has declined from 94.3p last year to
88.8p. This decrease in valuation over the 18-month period
has been driven by a tough funding environment within
the early-stage investment sector, alongside performance
issues specific to certain portfolio companies. Such
outcomes are typical for a VCT in this phase of its
investment cycle, where failures often precede eventual
growth in valuations. The Octopus Ventures team remains
committed to deploying capital into new opportunities
while actively supporting other portfolio companies in
achieving their goals.
NAV per share
1
1
2023
94.3p
2024
88.8p
2024 change
-5.8%
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 enables shareholders to evaluate more clearly
the performance of Future Generations VCT, 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.
Total return per share
1
2
Performance over the period
The total return per share has decreased. This is driven by
the downward valuation movement of the portfolio. The
total return per share will be applicable in future periods.
2023
94.3p
2024
88.8p
2024 change
-5.8%
For further details see the
Glossary of terms on page 93
12 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Measuring our performance
How Future Generations VCT works
continued
The ongoing charges ratio has been calculated using
the AIC recommended methodology and excludes
irrecoverable VAT, exceptional costs and trail commission.
The Company aims for this to be lower than 3.0%.
Performance over the period
The total ongoing charges were 3.0% as at 31 December
2024.
Total ongoing charges are capped at 3.0% of net assets.
For the period to 31 December 2024, the ongoing charges
exceeded this cap and a rebate was paid from the
Portfolio Manager for the amount of £39k.
Total ongoing charges
1
3
2023
3.0%
2024
3.0%
2024 change
0%
Future Generations VCT must comply with VCT legislation
laid down by HMRC. A key requirement is to maintain at
least an 80% qualification investment level. The target is
for this to be 80-90%. In addition, at least 30% of all new
funds raised will need to be invested in qualifying holdings
within 12 months of the end of the accounting period in
which the VCT issued the shares.
Performance over the period
96%
(
as measured by HMRC rules
)
by value of Future
Generations VCT’s investments has been represented
throughout the period by shares or securities comprised in
qualifying holdings of Future Generations VCT.
Future Generations VCT has continued to meet the
80% qualification investment level. There continue to
be sufficient investment opportunities to enable the
Investment Manager to comply with these ratios.
Qualifying % under VCT rules
4
2023
87%
2024
96%
2024 change
10%
1
These KPIs are defined as alternative performance measures
(
APMs
)
and are defined in more detail in the Glossary of terms on page 93.
Measuring our performance
continued
Octopus Future Generations VCT plc — Annual report and financial statements 2024 13
Cash deployment
The following graph shows Future Generations VCT's cash inflows and outflows during the period to demonstrate the movement from the opening to closing cash position:
•]
£’000
Management
fees
Other
costs
Fundraise Money market
funds income
Disposal
proceeds
New
investments
Follow-on
investments
Cash as at
31 December 2024
1
Cash as at
30 June 2023
1
20.3
3.1
5.4
1.4
(1.4)
(7.7)
(0.5)
(0.5)
20.1
5
0
10
15
20
25
30
35
Increase Decrease
Total
Creating value for the long term
How Future Generations VCT works
¹ Cash is excluding Applications cash
14 Octopus Future Generations VCT plc — Annual report and financial statements 2024
NAV bridge
The following graph shows Future Generations VCT's cash inflows and outflows during the period to demonstrate the movement from the opening to closing cash position:
•]
NAV as at
30 June 2023
Unrealised fixed
asset investment
valuation uplifts
Unrealised fixed
asset investment
valuation downgrades
Realised gain on
disposal of fixed
asset investments
Investment
income
Management fee
Other
running costs
NAV as at
31 December 2024
0
20
40
60
80
100
120
94.3
8.0
(14.6)
2.6
2.5
(2.6)
(1.4)
88.8
Increase Decrease
Total
£’000
How Future Generations VCT works
Creating value for the long term
continued
Octopus Future Generations VCT plc — Annual report and financial statements 2024 15
Portfolio Manager’s review
At Octopus, our focus is on managing your investments and providing investors with clear and
transparent communication. Our annual and half-yearly updates are designed to keep you
informed about the progress of your investment.
Focus on Future Generations VCT’s performance
The NAV per share at 31 December 2024 was 88.8p, which represents a decrease in NAV of 5.5p per share versus a NAV of 94.3p per share as at 30 June 2023. The Company invests
in three key areas that we believe demonstrate excellent investment prospects and have potential to transform our world for the better.
Below is a breakdown of the 36 investments held as at 31 December 2024, showing the proportion and value of the portfolio in each investment theme:
Proportion by number of portfolio companies in each theme Value of the portfolio in each theme
Building a sustainable
planet
Building a sustainable
planet
Empowering
people
Empowering
people
Revitalising
healthcare
Revitalising
healthcare
28%
£8.0m
£13.3m
53%
19%
£5.5m
The decline in valuation over the 18-month period has
been in large part driven by the downward valuation
movements across 11 companies which saw a collective
decrease in valuation of £7.9 million. The businesses
which contributed most significantly to this were
Tympa Health, Pear Bio and Elo Health. Tympa Health
over-invested in growth and had to make significant cost
cuts and changes to senior management whilst running
a fundraise process. It has successfully concluded a
further investment round, but at a reduced valuation
and the Company’s shareholding now sits behind a large
preference stack, meaning that other investors get paid
back first before the Company would see any returns.
Pear Bio also had to significantly reduce its cash burn
but has limited runway and needs to further fundraise,
so the valuation has been reduced to reflect the risk to
its future. Elo Health struggled to find a market fit and
execute on the investment thesis, so to extend its cash
runway it had to raise an investment round at a reduced
valuation. These three valuation movements account for
86% of the total decline in the reporting period. The total
investment cost of these three companies was £7million.
Octopus Ventures believes that some of the companies
which have seen decreased valuations in the 18 months
have the potential to overcome the issues they face and
get their growth plans back on track. We will continue to
work with them to help them realise their ambitions. In
some cases, if a company is achieving its performance
milestones, the support offered could include further
funding, to ensure a business has the capital it needs
to execute on its strategy. At this early stage of the
Company’s life cycle, it is to be anticipated that failures
will likely precede valuation growth, which takes longer
as the portfolio companies must achieve their agreed
milestones and mature.
Conversely, 12 companies saw an increase in unrealised
valuation in the period, delivering a collective increase
in valuation of £4.4 million. These valuation increases
reflect businesses which have successfully concluded
further funding rounds, grown revenues or met certain
important milestones. Notable strong performers in the
portfolio include Apheris and Manual, both of which
have shown impressive capital efficient growth. More
can be read about the top 10 investments on pages 23 to
25. These strong performers demonstrate that there are
opportunities available for companies to scale.
The interest on Future Generation’s uninvested cash
reserves was £1.4 million in the 18 months to 31 December
2024
(
30 June 2023: gain of £0.4 million
)
, driven by
returns on money market funds. The Board’s objective
for these investments is to generate sufficient returns
through the cycle to cover costs, at limited risk to capital.
Disposals
In September 2024, as part of a Series A funding round,
Octopus sold a portion of the Company’s shares in Neat.
Then in November, Pluxee
(
a global leader in employee
benefits
)
acquired Cobee. The two exits combined offer
the Company a return of 1.5x, including contingent
deferred proceeds – more can be read about these
disposals on page 8.
16 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Portfolio Manager’s review
continued
Correcto is an AI writing and grammar tool for the
Spanish language.
Remofirst is an Employer of Record (EOR) and
compliance platform that allows companies to hire
and pay employees globally.
Swiipr has developed a digital payments platform
specifically for the airline industry.
Metris Energy has created a platform that allows
landlords of multi-unit buildings to monetise modular
renewable energy projects through a single billing
platform to charge tenants.
Drift is designing sailing vessels and routing algorithms
required to capture deep water wind energy and
convert it into onboard hydrogen gas for transportation
back to shore using a fully integrated desalination,
electrolysis and storage system.
Pencil Biosciences is a gene editing technology
platform.
Awell Health automates routine clinical tasks,
synchronising data between systems and driving
seamless coordination between care teams and
patients.
Cellvoyant is an artificial intelligence (AI) first
biotechnology company creating novel stem cell-
based therapies for chronic diseases.
Manual provides easy access to advice and medical
support for diagnosis, custom treatment plans and
holistic care to induce long-term behaviour change.
Nanosyrinx has developed a targeted biologic
therapeutic delivery platform (a nano-syringe).
Overview of investments
The Company completed 16 investments in the 18 months to 31 December 2024
(
comprising a total of £8.2 million
)
and 4 further investments after the reporting date totalling
£2.4million. More information on some of these businesses can be found below:
A selection of our completed investments
Revitalising Healthcare
Empowering people
Building a sustainable planet
Octopus Future Generations VCT plc — Annual report and financial statements 2024 17
Portfolio Manager’s review
continued
18 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Q. How do you value a portfolio company?
A. Future Generations VCT’s unquoted portfolio
companies are valued in accordance with UK
Generally Accepted Accounting Practice (UK
GAAP) accounting standards and the International
Private Equity and Venture Capital (IPEV) valuation
guidelines.
This means we value the portfolio at fair value, with all
companies being valued at least twice yearly, for our
half-year (June) and annual accounts (December).
Q. What do you mean by ‘fair value’?
A. When we say fair value, we mean the price we
expect people would be willing to buy or sell an
asset for, assuming they understand the asset and
market conditions, are knowledgeable parties, act
independently, and that the transaction is carried out
under the normal course of business (i.e. is not rushed
and proper marketing has taken place).
Q. Who values the portfolio, what is the
process and what oversight is there to
make sure this is right?
A. The Octopus Investment Managers involved with
the portfolio companies, either in the capacity of
a Director or observer on the board, or the primary
contact, will provide commentary including, but not
limited to, recent developments with the portfolio
and the wider market in which they operate,
progress towards milestones, management team
changes, board dynamics and technical progress.
This is combined with the latest available financial
accounts and budget provided by the portfolio
company which will be summarised into Key
Performance Indicators (KPIs).
Portfolio Manager’s review
continued
Q&A
From this information, a member of the separate
Valuations team drafts the initial proposal. This
will highlight any material changes, key asset level
assumptions used and KPIs, and discuss portfolio
company performance as well as the rationale
underpinning the selected valuation methodology.
A peer review exercise then takes place, where the
proposals are challenged and reviewed. The peer
reviewer is an investment professional from the Fund
Manager (typically the Lead Fund Manager) who has
not been involved in preparing the valuations.
This will then be reviewed and approved by the
Octopus Valuations Committee which comprises
individuals with appropriate expertise and experience
in valuations. Those individuals are not involved in the
investment decisions and as such can independently
review and challenge. The Future Generations VCT
Board will then meet to discuss them in detail, revise
as necessary and ultimately approve them.
There are also more valuation checkpoints throughout
the year in advance of allotments and other
share-related transactions, which means that the
portfolio’s valuation is reviewed to ensure NAV is fairly
represented prior to these corporate actions.
As part of our continuous improvement processes,
we periodically review the actual realised value of
our investments compared to their last holding value
and refine our valuation methodologies accordingly.
This, combined with the high proportion of valuations
that are based on the terms of further funding rounds
led by new external investors, firmly underpins the
robustness of the valuation process.
Simon King
Partner and Lead Fund Manager
for Future Generations VCT
Octopus Future Generations VCT plc — Annual report and financial statements 2024 19
Valuations
The pie charts illustrate the split of valuation
methodology
(
shown as a percentage of portfolio value
and number of companies
)
. ‘External price’ includes
valuations based on funding rounds that typically
completed in the last 18 months to the period end or
shortly after the period end, and exits of companies
where terms have been agreed with an acquirer.
‘Multiples’ is predominantly used for valuations that are
based on a multiple of revenues for portfolio companies.
Where there is uncertainty around the potential
outcomes available to a company, a probability
weighted ‘scenario analysis’ is considered.
For further information please see Note 9 of the financial
statements.
44%
14%
18%
24%
12
3
7
4
10
Multiples
Milestone analysis
External price
External price
Scenario analysis
Scenario analysis
Write off
Valuation
methodology
by value
Valuation
methodology
by number of
companies
Portfolio Manager’s review
continued
Milestone analysis
Multiples
20 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Portfolio Manager’s review
continued
CoMind is building revolutionary brain sensing technologies. Passengers get quick, easy-to-use compensation, airlines save
on processing costs while improving service.
Their mission is to redefine the way the
brain is measured and treated at every
stage of care. One of the first applications
of CoMind’s core technology is in
measuring intracranial brain pressure using
an adhesive sensor and advanced signal
processing. This will be a step change from
the current standard of having to drill
through the skull to measure intracranial
pressure in patients impacted by
traumatic brain injury, stroke, and/or other
neurocritical conditions.
While other companies are trying to create
noninvasive technology in this sector, we
believe CoMind has a distinct competitive
advantage. CoMind has developed an
advanced optical sensing technique
that has opened up new possibilities in
monitoring brain health. Unlike existing
methods, CoMind’s technology is more
similar to the “LiDAR”
(
Light Detection
and Ranging
)
systems used in self-driving
cars. This allows CoMind’s devices to give
a unique, detailed view of brain health,
helping doctors deliver more personalised
and targeted treatments to patients at
every stage of care.
When flights are disrupted, compensating
passengers is a hassle for both airlines and
travellers. Swiipr’s platform simplifies this
by automating payment verification and
processing through a system designed
specifically for airlines. The company
provides passengers with virtual and
physical prepaid cards, offering instant,
flexible spending compared to outdated
paper vouchers or slow payments. Swiipr
also supports airlines with solutions for
crew, operational, and crisis payments,
enabling fast, direct payouts to staff.
Passengers get quick, easy-to-use
compensation, airlines save on processing
costs while improving service, and retailers
benefit from instant payment settlement.
Swiipr also integrates with airline Customer
Relationship Management systems, making
it an essential partner for the industry.
Octopus Ventures is excited about Swiipr’s
travel-focused digital payments solution
and its potential to revolutionise how
airlines handle pay-outs. Swiipr’s innovative
product aims to transform compensation
payments and speed up management
processes for airlines and beyond. By
enabling digital payments, Swiipr seeks
to boost efficiency, enhance customer
experiences, and provide automated
processes that are transparent and
compliant with regulations.
With over 500 million passengers affected by
travel disruptions each year, simplifying the
path to compensation has the potential to
significantly improve customer satisfaction,
build trust, and foster loyalty in the industry.
Portfolio case studies
Only 1–2% of disrupted passengers currently
receive compensation.
Billions of dollars lost by passengers in
outdated, inefficient pay-out processes
every year.
Pay360 Payment Award winner: Best B2B
Programme and Best Customer Facing
Experience at the 2024 awards.
>250 subjects were measured in 2024.
Several devices are currently being used
in hospitals for clinical trials.
Octopus Future Generations VCT plc — Annual report and financial statements 2024 21
Portfolio Manager’s review
continued
DRIFT aims to drive the clean energy transition worldwide with high-
performance sailing vessels that harness deep ocean wind to produce
green hydrogen at sea and deliver it globally.
It does this using a unique, AI-enabled vessel
routing system that enables the vessels to
find and stay in optimum weather conditions.
The growing demand for clean hydrogen to
accelerate the decarbonisation of sectors
such as heavy industry, transportation and
manufacturing is sparking innovation in the
sector. DRIFT’s solution is mobile, resilient and
works outside of existing infrastructure. The
company is developing renewable energy
partnerships that will benefit coastal and
island communities around the world.
DRIFT is leading the way in developing a truly
innovative new class of mobile renewable
energy, building the world’s first net-positive
ships and unlocking a new era of clean fuel
generation capable of covering 70% of the
globe. The company’s technology uniquely
unlocks the planet’s greatest resource,
overcoming supply challenges and enabling a
fair and equitable clean energy transition.
Portfolio case studies continued
€10 trillion: Goldman Sachs estimates
that the green hydrogen market could
reach €10trillion by 2050.
24%: Bank of America predicts that clean
hydrogen could provide 24% of global
energy needs by 2050.
COP 28 winner: DRIFT is a COP 28 award-
winning DeepTech company and winner
of the Monaco Prize for Innovation in
Renewable Hydrogen and Transportation
2024.
22 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Portfolio Manager’s review
continued
Top 10 investments
Here, we set out the cost and valuation of the top 10
holdings, which account for over 58% of the value of the
portfolio.
Portfolio
Investment
theme
Investment
cost
Valuation at
31 December 2024
1
£2.6m
£2.6m
2
£1.2m
£1.7m
3
£1.6m
£1.6m
4
£0.6m
£1.5m
5
£0.5m
£1.5m
6
£1.5m £1.5m
7
£0.9m
£1.5m
8
£1.0m
£1.4m
9
£0.9m
£1.2m
10
£0.8m
£1.0m
Top
10
Key:
Revitalising healthcare
Empowering people
Building a sustainable planet
Octopus Future Generations VCT plc — Annual report and financial statements 2024 23
1. These are numbers per latest public filings. More recent figures have not yet been disclosed.
2. Information not publicly available.
Portfolio Manager’s review
continued
HelloSelf Limited Remofirst, Inc. Infinitopes Ltd Neat SAS
A digital, personalised psychological
therapy and coaching platform.
www.helloself.com
Global payroll and compliance system for
remote teams.
www.remofirst.com
Has built an antigen discovery platform
to develop cancer vaccines that provide
better treatment outcomes.
www.infinitopes.com
An embedded insurance platform that
gives merchants the ability to provide
insurance bundles to their customers at a
competitive rate.
mobility.neat.eu
Initial investment date: January 2023
Investment cost: £2.6m
(2023: £2.6m)
Valuation: £2.6m
(2023: £2.6m)
Last submitted 31 March 2024
accounts:
Turnover: Not available
2
(2023: Not available
2
)
Profit/(loss) before tax: Not available
2
(2023: Not available
2
)
Net assets: £(15.5)m
(2023: £(9.8)m)
Valuation Calibration
methodology:
Initial investment date: February 2024
Investment cost: £1.2m
(2023: n/a)
Valuation: £1.7m
(2023: n/a)
Last submitted Not available
2
accounts:
Turnover: Not available
2
(2023: Not available
2
)
Profit/(loss) before tax: Not available
2
(2023: Not available
2
)
Net assets: Not available
2
(2023: Not available
2
)
Valuation Last Round
methodology:
Initial investment date: December 2022
Investment cost: £1.6m
(2023: £1.6m)
Valuation: £1.6m
(2023: £1.6m)
Last submitted 31 December 2023
accounts:
Turnover: Not available
2
(2023: Not available
2
)
Profit/(loss) before tax: Not available
2
(2023: Not available
2
)
Net assets: £9.3m
(2023: £8.1m)
Valuation Last Round
methodology:
Initial investment date: November 2022
Investment cost: £0.6m
(2023: £0.8m)
Valuation: £1.5m
(2023: £0.8m)
Last submitted Not available
2
accounts:
Turnover: Not available
2
(2023: Not available
2
)
Profit/(loss) before tax: Not available
2
(2023: Not available
2
)
Net assets: Not available
2
(2023: Not available
2
)
Valuation Last round
methodology:
1 2 3 4
Top 10 investments in detail
1
24 Octopus Future Generations VCT plc — Annual report and financial statements 2024
1. These are numbers per latest public filings. More recent figures have not yet been disclosed.
2. Information not publicly available.
Portfolio Manager’s review
continued
TYTN Ltd
(
t/a TitanML
)
Apheris AI GmbH
Menwell Limited
(
t/a Manual
)
Mr & Mrs Oliver Ltd
(
t/a Skin + Me
)
An artificial intelligence company which
is developing a one-stop-shop for Natural
Language Processing AI Optimisation,
allowing enterprises to generate value from
their data.
www.titanml.co
An end-to-end federated learning platform
enabling data scientists to conduct analysis
over sensitive data without compromising
the privacy or security of the data subjects.
www.apheris.com
Making high-quality healthcare more
accessible and stigma-free
.
www.manual.co
A direct to consumer, personalised skin
care company.
www.skinandme.com
Initial investment date: February 2023
Investment cost: £0.5m
(2023: £0.5m)
Valuation: £1.5m
(2023: £0.5m)
Last submitted 30 April 2024
accounts:
Turnover: Not available
2
(2023: Not available
2
)
Profit/(loss) before tax: Not available
2
(2023: Not available
2
)
Net assets: £1.5m
(2023: £2.0m)
Valuation Last round
methodology:
Initial investment date: November 2022
Investment cost: £1.5m
(2023: £1.2m)
Valuation: £1.5m
(2023: £1.2m)
Last submitted Not available
2
accounts:
Turnover: Not available
2
(2023: Not available
2
)
Profit/(loss) before tax: Not available
2
(2023: Not available
2
)
Net assets: Not available
2
(2023: Not available
2
)
Valuation Last round
methodology:
Initial investment date: May 2024
Investment cost: £0.9m
(2023: n/a)
Valuation: £1.5m
(2023: n/a)
Last submitted 31 December 2023
accounts:
Turnover: £54.7m
(2023: £22.4m)
Profit/(loss) before tax: £(7.9)m
(2023: £(10.6)m)
Net assets: £11.8m
(2023: £8.0m)
Valuation Last round
methodology:
Initial investment date: December 2022
Investment cost: £1.0m
(2023: £1.0m)
Valuation: £1.4m
(2023: £1.3m)
Last submitted 31 August 2023
accounts:
Turnover: £28.7m
(2023: £14.3m)
Profit/(loss) before tax: £1.8m
(2023: £(3.3)m)
Net assets: £12.8m
(2023: £(0.7)m)
Valuation Revenue Multiple
methodology:
5 6 7 8
Top 10 investments in detail
continued
1
Octopus Future Generations VCT plc — Annual report and financial statements 2024 25
Portfolio Manager’s review
continued
Intrinsic Semiconductor
Technologies Ltd
CoMind Technologies Ltd
Solid state memory technology that is
simple to integrate and faster than current
alternatives like Flash.
www.intrinsicsemi.com
Development of non-invasive brain sensing
technology for monitoring of medical
conditions.
comind.io
Initial investment date: December 2023
Investment cost: £0.9m
(2023: n/a)
Valuation: £1.2m
(2023: n/a)
Last submitted 31 December 2023
accounts:
Turnover: Not available
2
(2023: Not available
2
)
Profit/(loss) before tax: Not available
2
(2023: Not available
2
)
Net assets: £4.0m
(2023: £5.5m)
Valuation Scenario Analysis
methodology:
Initial investment date: November 2023
Investment cost: £0.8m
(2023: n/a)
Valuation: £1.0m
(2023: n/a)
Last submitted 31 December 2023
accounts:
Turnover: Not available
2
(2023: Not available
2
)
Profit/(loss) before tax: Not available
2
(2023: Not available
2
)
Net assets: £ 17.1m
(2023: £4.1m)
Valuation Milestone Analysis
methodology:
9 10
Top 10 investments in detail
continued
1
1. These are numbers per latest public filings. More recent figures have not yet been disclosed.
2. Information not publicly available.
26 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Portfolio Manager’s review
continued
100%
1
16
19
D&I policy status of
portfolio companies
Engagement
status of portfolio
companies with
carbon accounting
tool
Engaged in monitoring 2023 greenhouse
gas emissions
1
D&I policy status
As part of our strategy, we require portfolio companies to put in place a Diversity and Inclusion policy
(
D&I
)
and an Anti-Harassment policy. We also engage with each company
to help them understand their greenhouse gas
(
GHG
)
emissions and support them to take action to minimise them. You can see how we are progressing with these goals below,
as at the date of this report:
Portfolio engagement
Policy in place Signed up
Introduced
In progress
¹ As of 31 December 2024, only 2023 carbon emissions data was available.
Octopus Future Generations VCT plc — Annual report and financial statements 2024 27
Portfolio Manager’s review
continued
Outlook
Despite the declining NAV in the reporting period, we
are reassured to see an increase in the NAV per share of
the fund in the last six months. This, combined with the
two profitable realisations in the period, is offering us
early proof points of the Company’s investment strategy
to deliver sustainable growth as it moves into its third
year of deployment. With a more diversified portfolio, in
terms of both stage and sector, this also offers a clearer
path for the Company to enter a growth phase.
As is to be expected at this stage in the Company’s
lifecycle, it has started to make its first follow-on
investments into portfolio companies which are
achieving their agreed milestones and successfully
gaining new external lead funders. The Company made
two follow-on investments in the reporting period and
three after.
This strategy of reinvesting into existing portfolio
companies aims to increase the Company’s stake in
portfolio companies that have achieved market fit and
are scaling successfully, supporting its overall growth
plan. Along with further financial support, Octopus’
resources are directed in the most impactful way, both
through Octopus-appointed non-executive Directors
or monitors on the boards and our in-house People and
Talent team. This team works directly with the portfolio
company management teams, offering training and
recruitment support to ensure the best talent pool is
being explored to help drive success.
We are excited to have the opportunity to continue to
scale the Company, support its ambition to make the
world a better place for future generations, and hope to
deliver attractive returns to shareholders.
Simon King
Partner and Lead Fund Manager
for Future Generations VCT
28 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Operating responsibly
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.
The Company 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
the Company's RI policy. As the nature of responsible
investment 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 responsible investment.
Please view the Company’s RI policy here:
Octopus Future Generations VCT plc Responsible
Investment Policy
Octopus is an accredited B Corp and signatory to the
internationally recognised Principles for Responsible
Investment, demonstrating their commitment to
responsible investment and to creating a more
sustainable financial system.
Operating responsibly framework
This framework considers:
1. Materiality of risks to investments: the materiality
of sustainability issues in Titan’s underlying portfolio;
2. Mission: the mission of an investment; and
3. Responsibility: a portfolio company’s values, culture
and behaviour.
Octopus Ventures is responsible for implementing the
policy. As the nature of responsible investment, our
investors, and the wider business environment evolves,
the policy will be reviewed and, if necessary, updated.
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 is an accredited B Corp and signatory
to the internationally recognised Principles for
Responsible Investment, demonstrating their
commitment to responsible investment and to
creating a more sustainable financial system.
Octopus Future Generations VCT plc — Annual report and financial statements 2024 29
Operating responsibly
continued
Materiality of risks to investments
Environmental, social and governance risks of the
Company'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, a Responsible
Investment Tool is used which utilises guidance from the
Sustainability Accounting Standards Board
(
SASB
)
to
help identify and manage anyissues.
Once identified, the investment team considers the
exposure to these risks and engages 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 skilled
workforce.
Mission
Future Generations VCT invests in businesses that are
helping to build a sustainable planet, empower people,
or revitalise healthcare. Whilst the Company doesn’t
target specific sustainability goals or objectives, Octopus
Investments tracks the number, amount invested and
value of companies in Future Generations VCT's portfolio
that are aligned with these three investment themes.
Responsibility
The Company will not invest in any business whose
activities or practices appear on the Octopus Ventures
Exclusion List, which includes sectors such as tobacco,
arms, fossil fuels, gambling and deforestation.
The team endeavours to ensure 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 bribes; and
•
uphold high standards of business integrity at all times.
Octopus Investments has created an Engagement
Tool which is sent to all portfolio companies to help
the Octopus Ventures investment 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 collects data on
diversity within the portfolio and actively works with
portfolio companies to support talent management,
recruitment and diversity.
Additionally, Octopus Ventures' People and Talent team
provides founders with access to support and resources
to build out best‑in‑class teams, including policy
guidance for parental leave policies, as well as support
sourcing and building diverse teams.
30 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Operating responsibly
continued
Octopus Ventures’ initiatives
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 to 50%.
Progress made
•
Between 1 July 2023 and 31 December 2024, 28% of all the companies the
Future Generations VCT's investment team met with had at least one founder
who identified as female.
•
As at 31 December 2024, 42% of the portfolio companies have at least one
female founder.
•
Based on the annual engagement survey, it was shown that more than 40%
of the responding portfolio companies have a board composed of over one‑
third female members.
•
On average, the responding portfolio companies reported that 32% of their
senior management positions were held by women and 43% of the workforce
was female.
Greenhouse gases
(
GHG
)
:
Octopus engages with all portfolio companies on their GHG and gives them access
to appropriate complimentary tools to support their understanding of their carbon
footprint.
Progress made
•
The long‑term goal is to reduce portfolio emissions to minimise climate‑related
risks
(
see page 31
)
. Of the 36 companies contacted in 2024 requesting their
participation, 16 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 pages 31 to 32:
GHG emissions in tonnes tCO
2
e
2024
(
based on 2023 full year data,
16companies measured
)
2023
(
based on 2022 full year data,
12companies measured
)
Scope 1 and 2 129.2 69.2
The increase seen in the Scope 1 and 2 emissions is due to a 33% 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 63%, and as such
scaled the companies to support this growth.
Where there are company year‑on‑year comparisons in data available to assess 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, due to their
early‑stage nature and more limited resources, it is not reported on as these indirect
emissions are extremely complex 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.
Octopus Future Generations VCT plc — Annual report and financial statements 2024 31
Strategy
With the transition to a lower carbon economy, the
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
(
1.5ºC
temperature change
)
and worst case
(
4ºC temperature
change
)
climate scenarios. Where these 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 carbonemissions.
Risk management
The investment team uses guidance from the
Sustainability Accounting Standards Board
(
SASB
)
to identify climate-related risks. Where potential
material climate-related risks have been identified, the
investment team assess how well the risk is managed by
the portfolio company. Where appropriate, this is raised
to the Investment Committee as part of the investment
process and is continually monitored.
Operating responsibly
continued
Climate-related risks and opportunities
Whilst not a requirement, Octopus Investments has chosen to continue evolving its disclosures in line with the
recommendations of the Task Force on Climate-related Financial Disclosures
(
TCFD
)
and has given some initial
disclosures under the main headings below, which will continue to evolve over future periods. These disclosures do not
cover the full scope of TCFD.
Governance
Octopus Investments
Sets and maintains Octopus’
RI governance structure.
Octopus Ventures team
Accountable for the delivery
of the RI policies which
form part of the funds
they manage. Responsible
investment therefore forms
part of the investment
process.
Future Generations VCT
Board
Considers RI as an integrated
element of investment
strategy, and oversight
of climate-related risks
and opportunities forms
part of the existing risk
managementprocess. The
board sets this approach
through the Future
Generations 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
from across Octopus and with
board level representation.
Provides RI oversight and makes
sure that appropriate action has
been taken to address any concerns
within the Octopus Ventures
Investment Committee.
32 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Operating responsibly
continued
Future Generations VCT
Future Generations VCT recognises the need to conduct
its business, including investment decisions, in a manner
that is responsible to the environment wherever possible.
The Company does not produce any reportable emissions
as the fund management is outsourced to Octopus, with
no physical assets or property held by Future Generations
VCT. As the Company has no employees or operations, it
is not responsible for any direct emissions.
In 2021, Octopus set a 2040 Net Zero target, more
information about this can be read here;
https://octopusgroup.com/reaching‑net‑zero‑2024/
Metrics and targets
Future Generations VCT invests in unquoted, early‑stage
businesses. Incontrast to later‑stage, quoted businesses,
there islimited readily available data on climate‑
related risks and opportunities that impact the portfolio
companies.
To understand the carbon emissions of the Future
Generations VCT 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
)
. Scope1emissions 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
fullscope.
Gender and diversity
The Board of Directors is comprised of two female, and
one male Non‑Executive Directors with considerable
experience of the VCT industry and investment in early‑
stage growth companies. The gender and diversity of the
constitution of the Board isreviewed on an annual basis.
Human rights issues
The Board seeks to conduct Future Generations VCT's
affairs responsibly. The Company 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, Future
Generations VCT does not maintain specific policies
inrelation to these matters.
Whistleblowing
The Board considers, on an annual basis, the
arrangements implemented by Octopus to encourage
employees of the Portfolio Manager or the Company
Secretary to raise concerns in confidence, within their
organisation, about possible improprieties in matters of
financial reporting or other matters. The Whistleblowing
policy allows for any concerns to be raised via email or
telephone hotline. The Board is satisfied that adequate
arrangements are in place to allow an independent
investigation, and follow‑on action where necessary,
totake place within the organisation.
Bribery Act
Octopus has robust procedures, set out in the Anti‑
Bribery policy, 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
firm are aware of their legal obligations when conducting
company business. This is done via anonline learning
platform with annual declarations.
Octopus Future Generations VCT plc — Annual report and financial statements 2024 33
Section 172 of the Companies Act 2006 requires the
Directors of Future Generations VCT to act in a way that
they consider, in good faith, will most likely promote the
success of the Company for the benefit of the members
as a whole. In doing so, the Directors should have regard
(
amongst other matters
)
to:
•
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 as between members of the
Company.
As Future Generations VCT has no employees and no
customers in the traditional sense, there is nothing to
report in relation to these matters.
The Board considers its significant stakeholders to be its
shareholders, its third‑party advisers and its portfolio
companies, all of which are considered in decision‑
making.
The Board works closely with the Portfolio Manager in
reviewing how stakeholder issues are handled, ensuring
good governance and responsibility in managing the
affairs of Future Generations VCT. Key stakeholders from
the Portfolio Manager attend Board meetings, therefore
the Portfolio Manager has been well informed of any
decisions the Board has made during the period and, as
a result, has had the opportunity to discuss the impact
these decisions may have.
Business strategy
The success of Future Generations VCT is driven by its
investment policy, which is set out in the Strategic Report
on page 40.
When considering business strategy, the Board considers
matters such as the interests of its stakeholders and the
long‑term impact of its actions on Future Generations
VCT’s future and reputation.
The Board
The Board adopts the 2024 AIC Code of Corporate
Governance which provides a framework for the
governance of Venture Capital Trusts such as Future
Generations VCT. 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.
The Board has set KPIs relating to portfolio performance.
The Board also review areas over the course of the
financial period including Future Generations VCT’s
business strategy, key risks, stakeholder‑related matters,
diversity and inclusivity, environmental matters,
corporate responsibility and governance, compliance
and legal matters.
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 RI principles adopted
by the Portfolio Manager 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 the Portfolio Manager
and the Directors, and clear policies covering, for
instance, investment process and conflicts, provide
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 to
shareholders.
Section 172 statement
34 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Business ethics and governance
The Board is responsible for ensuring that the activities of
Future Generations VCT 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 Future Generations VCT. Further detail can be found
in the Directors’ Responsibilities Statement on page 62.
Inthe 18‑month period ended 31 December 2024, no
areas of concern have been flagged in this regard.
Relations with key stakeholders
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 Future Generations VCT is classified as a full‑
scope Alternative Investment Fund under the
Alternative Investment Fund Management Directive
(
the ‘AIFM Directive’
)
, it has in place an agreement
with Octopus AIF Management Limited to act as
Manager
(
anauthorised 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 Future Generations
VCT
(
responsible for portfolio management and the
day‑to‑day running of Future Generations VCT
)
. The
AIF Manager’s main focus is risk management and the
review of the valuation of Future Generations VCT’s
portfolio.
The Board works with Octopus in the selection of
third‑party providers such as the registrar, 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 Future Generations
VCT, but more importantly can cause inconvenience,
and potential loss, for shareholders. The performance of
third‑party providers is reviewed annually.
Key decisions
Some of the key decisions made during the period ended
31 December 2024 that required the Board to take into
consideration Section 172 factors include:
Fundraising launch in 2024
In line with the Company’s objectives, the Board issued
an offer for subscription of shares on 31 January 2024
to raise up to £15 million, with an over‑allotment facility
of £5 million. This was discussed with the Investment
Manager, and allowed new and existing shareholders to
invest in the Company.
Investment decisions
The Board monitors investment decisions and the
Company’s ability to meet the requirements of HMRC’s
VCT investment rules.
Communications with shareholders
To support ongoing shareholder engagement, the
Board requested that the Portfolio Manager create a
video discussing the portfolio’s performance following
the release of the results for the period ended 30 June
2024, which was then made available on the Company’s
website.
Change of Depositary
On 30 September 2024, the fund transitioned its
depositary services from Thompson Taraz Depositary
Limited to NatWest Trustee and Depositary Services
Limited. This change was implemented to enhance
operational efficiencies.
Share Premium account cancellation
The resolution for the cancellation of the share premium
was approved by shareholders on 10 December
2024, during the December AGM. Subsequent to this
approval, the cancellation process commenced and was
completed in March 2025.
Section 172 statement
continued
Octopus Future Generations VCT plc — Annual report and financial statements 2024 35
Section 172 statement
continued
Shareholders
Why we engage
The Board recognises the critical importance of
communication with shareholders. Their support
is fundamental to raising further capital which is
dependent on Future Generations VCT’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 Future
Generations VCT’s progress.
How we engage
The annual and half‑yearly reports, prospectus and other
shareholder information are published on the Octopus
Investments website
www.octopusinvestments.com/futuregenvct/.
Any shareholder enquiries will be 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
Future Generations VCT’s performance, business approach
and strategy.
Portfolio companies
Why we engage
Future Generations VCT’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 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
Future Generations VCT is reliant on Octopus as
the key provider of investment management and
non‑investment services. In addition, third parties such
as Computershare, as registrar, and Panmure Gordon
(
now Panmure Liberum
)
, as corporate broker, as well
as lawyers and tax advisers, provide key services for
Future Generations VCT and shareholders. Future
Generations VCT works with our suppliers to make sure
that it can provide an appropriate level of service and
regulatory compliance function. Future Generations VCT
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
Future Generations VCT 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. The Board has a positive and open
relationship with Octopus, which attends all Board
meetings.
Various independent professional advisers are utilised by
Future Generations VCT to help with certain activities,
including regulatory and legal compliance, for example,
lawyers, tax advisers, corporate brokers and auditors.
Our key stakeholders
36 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Section 172 statement
continued
Community and environment
Why we engage
Future Generations VCT invests in businesses that are
helping to build a sustainable planet, empower people or
revitalise healthcare.
How we engage
In addition to the Board’s recognition that the ESG policy
should help to mitigate the impacts of climate change,
the Board has adopted a paperless operation since
launch, and uses conferencing platforms at times to
reduce travel.
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 wellbeing
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 success of Future
Generations VCT 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 all relevant
regulation.
Future Generations VCT, 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 Future Generations VCT has on the sector.
Our key stakeholders continued
Octopus Future Generations VCT plc — Annual report and financial statements 2024 37
Risks and risk management
The Board assesses the risks faced by Future Generations
VCT, reviews the mitigating controls and monitors the
effectiveness of these controls.
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. The Board carries out a regular review of the
risk environment in which the Company operates.
Emerging risks
The Board has considered emerging risks. The Board
seeks to mitigate risks by setting policy, regularly
reviewing performance and monitoring progress and
compliance. In the mitigation and management of
these risks, the Board applies the principles detailed
in the Financial Reporting Council’s Guidance on Risk
Management, Internal Control and Related Financial
and Business Reporting.
The following are some of the potential emerging risks
management and the Board are currently monitoring:
•
adverse changes in global macroeconomic
environment;
•
challenging market conditions for private company
fundraising and exits;
•
geo‑political instability; and
•
climate change.
Detailed on the following pages are the principal risks of
Future Generations VCT, and the mitigating actions in
relation to those risks.
Principal Risks
Risk Mitigation Change
1
Investment performance
The focus of Future Generations VCT investments is
into early‑stage, unquoted, small and medium‑sized
VCT qualifying companies which, by their nature, entail
a higher level of risk and shorter cash runway than
investments in larger quoted companies.
Octopus has significant experience of investing in early‑stage unquoted companies,
and appropriate due diligence is undertaken on every new investment. A member of the
Octopus Ventures team is appointed to the board of a portfolio company using a risk‑
based approach, considering the size of the company within the Future Generations VCT
portfolio and the engagement levels of other investors. This arrangement, in conjunction
with its Portfolio Talent team’s active involvement, allows Future Generations VCT to play
a prominent role in a portfolio company’s ongoing development and strategy.
Increased exposures
reflected in the previous
period remain unchanged
due to the difficult
macro environment
and challenging trading
conditions for some
portfolio companies
continuing.
=
1
Since 30 June 2023,
=
indicates no change,
indicates an increase and
indicates a decrease.
38 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Principal risks continued
Risk Mitigation Change
1
VCT qualifying status
Future Generations VCT is required at all times to observe
the conditions for the maintenance of approved VCT status.
The loss of such approval could lead to Future Generations
VCT and its investors losing access to the various tax
benefits associated with VCT status and investment.
Octopus tracks Future Generations VCT’s qualifying status throughout the period, and
reviews this at key points, including at the point of investment and realisation. This status
is reported to the Board at each Board meeting. The Future Generations VCT Board has
also engaged external independent advisers to undertake an independent VCT status
monitoring role.
VCT status monitoring
by independent advisers
continues to reduce the
risk of an issue causing a
loss of VCT status.
=
Loss of key people
The loss of key investment staff by the Portfolio
Manager could lead to poor fund management and/or
performance due to lack of continuity or understanding
of Future Generations VCT.
The Portfolio Manager has a broad team experienced in and focused on early‑stage
investing. This mitigates the risk of any one individual with the required skill set and
knowledge of venture capital investing, and the portfolio specifically, leaving. Key
investment staff are also incentivised via the performance incentive fee.
The increase is attributed
to the departure of
key personnel from
the Octopus Ventures
team and risk exposure
reflects a reduction
in performance fees
potentially increasing
attrition.
Operational
The Future Generations VCT Board is reliant on the Portfolio
Manager to manage investments effectively, and manage
the services of a number of third parties, in particular
the registrar, depositary and tax advisers. A failure of the
systems or controls at Octopus or third‑party providers
could lead to an inability to provide accurate reporting and
accounting and to ensure adherence to VCT rules.
The Future Generations VCT Board reviews the system of internal controls, both financial
and non‑financial, operated by Octopus
(
to the extent the latter are relevant to Future
Generations VCT's internal controls
)
. These include controls designed to make sure that
Future Generations VCT assets are safeguarded and that proper accounting records are
maintained.
No overall change in risk
exposure on balance.
=
Information security
A loss of key data could result in a data breach and fines.
The Future Generations VCT Board is reliant on Octopus
and third parties to take appropriate measures to prevent
a loss of confidential customer information.
Annual due diligence is conducted on third parties which includes a review of their
controls for information security. Octopus has a dedicated Information Security team
and a third party is engaged to provide continual protection in this area. A security
framework is in place to help prevent malicious events. The appropriateness of mitigants
in place are continuously reassessed to adapt to new risk exposures, such as those posed
by artificial intelligence.
No overall change on
balance, although
cyber threat remains a
significant risk area faced
by all providers.
=
Risks and risk management
continued
1
Since 30 June 2023,
=
indicates no change,
indicates an increase and
indicates a decrease.
Octopus Future Generations VCT plc — Annual report and financial statements 2024 39
Principal risks continued
Risk Mitigation Change
1
Economic
Events such as an economic recession, movement in
interest rates, inflation and rising living costs could
adversely affect some smaller companies’ valuations,
as they may be more vulnerable to changes in trading
conditions of the sectors in which they operate. This
could result in a reduction in the value of Future
Generations VCT assets.
Future Generations VCT aims to invest in a diverse portfolio of companies, across a
range of sectors, which helps to mitigate against the impact on any one sector. Future
Generations VCT also maintains adequate liquidity to make sure that it can continue to
provide follow‑on investment to those portfolio companies which require it and which are
supported by the individual investment case.
Increased exposures
reflected in the previous
periods remain as
economic uncertainty
persists through high
inflation, high interest
rates and other economic
factors.
=
Legislative
A change to the VCT regulations could adversely impact
Future Generations VCT by restricting the companies
Future Generations VCT can invest in under its current
strategy. Similarly, changes to VCT tax reliefs for investors
could make VCTs less attractive and impact Future
Generations VCT’s ability to raise further funds.
The Portfolio Manager engages with HM Treasury and industry bodies to demonstrate
the positive benefits of VCTs in terms of growing early‑stage companies, creating jobs
and increasing tax revenue, and to help shape any change to VCT legislation.
Risk exposure has reduced
following the extension of
the sunset clause to 2035
being agreed.
Liquidity
The risk that Future Generations VCT’s available cash
will not be sufficient to meet its financial obligations.
Future Generations VCT invests into smaller unquoted
companies, which are inherently illiquid as there is no
readily available market for these shares. Therefore,
these may be difficult to realise for their fair market value
at short notice.
Future Generations VCT’s liquidity risk is managed on a continuing basis by Octopus
in accordance with policies and procedures agreed by the Board. Future Generations
VCT’s overall liquidity risks are monitored on a quarterly basis by the Board, with frequent
budgeting and close monitoring of available cash resources. Future Generations VCT
maintains sufficient investments in cash and readily realisable securities to meet its
financial obligations. At 31 December 2024, these resources were valued at £20,084,000.
Risk exposures continue
to increase, reflecting the
potential knock‑on effects
of economic uncertainty,
impacting fundraising
and increasing the risk of
disposal failure.
Risks and risk management
continued
1
Since 30 June 2023,
=
indicates no change,
indicates an increase and
indicates a decrease.
40 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Business review
Investment policy
Future Generations VCT’s focus is on providing early‑stage,
development and expansion funding to unquoted
companies which it believes will generate a financial return
and with business activities which are aligned with certain
investment themes. Investments will be made in unquoted
companies which fall within the following sustainability
themes: building a sustainable planet, empowering people,
and revitalising healthcare. Future Generations VCT will
typically make an initial investment of £0.1 million to
£10million and may make further follow‑on investments
into existing portfolio companies.
Due to constraints of VCT regulations, the upper limit of £10
million will become relevant as the Company grows.
No material changes may be made to Future Generations
VCT’s Investment policy without the prior approval of
shareholders by the passing of an Ordinary Resolution. The
Directors will continually monitor the investment process
and ensure compliance with the Investment policy.
The Directors will aim to control the overall risk of the
portfolio by ensuring that Future Generations VCT has
exposure to a diversified range of portfolio companies
from a number of different sectors. Concentration risk is
mitigated by ensuring that at the point of investment no
one investment will represent more than 15%
(
by value
as calculated pursuant to the VCT legislation
)
of Future
Generations VCT’s total investments.
Any borrowing by Future Generations VCT for the
purposes of making investments will be in accordance
with its Articles of Association.
The investment profile is expected to be:
•
80‑90% in VCT qualifying investments, primarily in
unquoted companies; and
•
10‑20% in non‑VCT qualifying investments or cash.
Non‑VCT qualifying investments
An active approach will be taken to manage any cash
held, prior to investing in VCT qualifying companies.
After the Company has ensured it satisfies all VCT
investment qualification targets required by HMRC,
the majority of the remaining cash will be invested
in accordance with HMRC rules for non‑qualifying
investments. It is intended that this will include
Undertakings for Collective Investments in Transferable
Securities
(
UCITS
)
, corporate bonds or other money
market funds, including those managed by Octopus.
VCT qualifying investments
Investment decisions made must adhere to HMRC’s VCT
qualification rules. In addition to adhering to the VCT
rules, when contemplating a prospective investment in a
company, particular regard is made to:
•
the strength of the management team;
•
large, typically global, addressable markets;
•
the portfolio company’s ability to sustain a competitive
advantage;
•
the existence of proprietary technology;
•
alignment with Future Generations VCT's investment
themes;
•
visibility over future revenues and recurring income; and
•
the portfolio company’s prospects of being sold or
floated in the future, at a significant multiple on the
initial cost of investment.
A review of the investment portfolio and of market
conditions during the period is included in the Chair’s
Statement and Portfolio Manager’s Review which
form part of the Strategic Report on pages 2 and 15
respectively.
Liquidity strategy
The Board’s strategy is to maintain an appropriate level
of liquidity on the balance sheet to continue to achieve
the following three targets:
•
to support further investment in existing portfolio
companies if required;
•
to take advantage of new investment opportunities as
they arise; and
•
to cover the running costs of Future Generations VCT as
they fall due.
Liquidity in Future Generations VCT is primarily driven by
fundraising activities and in future, from profitable exits.
Liquidity is considered in detail as part of the Board’s
review of viability and going concern as detailed on
page45, along with various other factors.
VCT regulation
Compliance with the required VCT rules and regulations
is considered when all investment decisions are
made. Octopus monitors this on a continuous basis
and reports on it to the Board on a quarterly basis.
Shoosmiths LLP performs an independent review, which
includes a comprehensive validation exercise. One of
the primary purposes of the Investment policy is to
make sure Future Generations VCT continues to adhere
to the VCT rules and maintains approval as a VCT by
HMRC. The main criteria to which Future Generations
VCT must adhere are detailed on page 91. Future
Octopus Future Generations VCT plc — Annual report and financial statements 2024 41
Business review
Generations VCT will continue to ensure its compliance
with the qualification requirements. For rules that don’t
yet apply to Future Generations VCT, Octopus prepares
forecasts to ensure that qualification will be met when
they are applicable.
Performance
The Board is responsible for Future Generations VCT’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 on page 57. The Board
will look to expand on performance in subsequent reports
as the Future Generations VCT portfolio grows.
The graph opposite compares the NAV total return
of Future Generations VCT over the period from
November2021 to 31 December 2024 with the total
return from a notional investment in the FTSE Small cap
indexover the same period
(
all rebased to 100p
)
. This index
is considered to be the most appropriate broad equity
market index for comparative purposes, given the nature of
the underlying investments. The Board wishes to point out
that VCTs are not able to make qualifying investments in
companies quoted on the Main Market intheir observance
of the HMRC rules.
The Strategic Report was approved on behalf of the
Board by
Helen Sinclair
Chair
28 April 2025
80
100
Incorporation:
17 November 2021
Dec 21
Dec 24
Jun 22
Dec 22 Dec 23
Jun 24
110
Value of £100 investment (£)
Jun 23
FTSE Small cap ex investment trusts total return, based on £100 notional investment on 17 November 2021 and the reinvestment of all income.
NAV total return (gross dividend reinvested), based on a notional investment of £100 on 17 November 2021.
90
continued
Net asset value and share price total return since launch against the FTSE Small‑Cap Index total return
1
1. Total return is an alternative performance measure calculated as movement in NAV per share in the period plus dividends paid in the
period, divided by the NAV per share at the beginning of the period.
AIC methodology: The NAV total return to the investor, including the original amount invested (rebased to 100p)
from launch, assuming that dividends paid were reinvested at the NAV of Future Generations at the time the shares
were quoted ex‑dividend. Transaction costs are not taken into account.
The loss per share for the period ended 31 December 2024 is 5.7p (2023: loss of 1.9p per share). Further details can be
found in the earnings per share Note 7 of the financial statements on page 79.
42 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Board of Directors 43
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 57
Governance
Octopus Future Generations VCT plc — Annual report and financial statements 2024 43
Board of Directors
Helen Sinclair
Independent Non‑Executive Chair
Helen has extensive experience of investing in a wide
range of small and medium‑sized businesses. She has
an MA from the University of Cambridge and an MBA
from INSEAD Business School. She worked for 3i
(
1991 to
1998
)
and subsequently co‑founded Matrix Private Equity
in 2000
(
which became Mobeus Equity Partners
)
. Helen
is a non‑executive director of North East Finance Ltd,
Sherborne Investors
(
Guernsey
)
C Limited, Shires Income
plc and BlackRock Smaller Companies Trust plc.
Key:
A
Audit Committee
R
Remuneration Committee
M
Management Engagement Committee Independent
Chair
Joanna Santinon
Independent Non‑Executive Director
Joanna is a chartered accountant and chartered tax
adviser. She specialised in tax, transactions and private
equity, and has wider experience including mergers
and acquisitions, strategic investments, capital raisings
and listings from a career spanning 24 years at Ernst
& Young
(
EY
)
, where she was a member of the London
Markets Board and led the Private Tax team in London
through a transformation and growth period. During her
time with EY, Joanna played key roles in transactions
in the UK and Europe. She co‑founded the EY Women’s
Network, which she led for over ten years. She is
currently a Trustee of The Centre for Entrepreneurs.
Joanna also led the EY UK Entrepreneur of the Year
Programme. Joanna is also a non‑executive director
of Guinness VCT plc and Ecofin Global Utilities and
Infrastructure Trust plc.
Ajay Chowdhury
Independent Non‑Executive Director
Ajay is a serial entrepreneur, venture capitalist and
author. He recently retired from his role as senior
partner at the Boston Consulting Group and has been
the co‑founder or CEO of various companies including
Shazam
(
sold to Apple
)
, Seatwave
(
sold to Ticketmaster
)
and IDG Ventures Europe, a $100m early stage venture
capital fund. He is currently Chairman of Cambridge
Enterprise, Cambridge University’s spin‑out arm and
has published five detective novels including the award
winning The Waiter. He has an MBA from Wharton,
studied theatre directing at the Central School of
Speech and Drama and was selected as one of the top
100 BAME business leaders in the UK by The Sunday
Times.
A
R
M
A
R
M
A
R
M
44 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Corporate governance report
The Board of Directors has considered the principles
and recommendations of the Association of Investment
Companies Code of Corporate Governance
(
the ‘AIC
Code’
)
.
The AIC Code, issued by the AIC in August 2024,
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 Future Generations VCT. 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
Rule. The AIC Code is available on the AIC’s website
www.theaic.co.uk. It includes 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.
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 a complex range of
additional legal, tax and regulatory requirements.
Future Generations VCT, as a closed‑ended investment
company, has particular factors which have an impact
on its governance arrangements. Future Generations
VCT:
•
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.
•
Inthese 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, the only ‘corporate memory’ is that of 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 on
matters of general corporate governance such as the
investment strategy, policy and performance. Future
Generations VCT is committed to maintaining high
standards in corporate governance.
With the exception of the limited items outlined below,
the Directors consider that Future Generations VCT has,
throughout the period under review, complied with the
provisions set out in the AIC Code:
•
Future Generations VCT does not have a Senior
Independent Director as the Board does not consider
this necessary for the size of the Board;
•
Future Generations VCT has no major shareholders, so
shareholders are not given the opportunity to meet any
Non‑Executive Directors at a specific meeting other
than the AGM but are welcome to contact the Board or
Octopus at any time; and
•
The Remuneration and Nomination Committee has
been chaired by Ajay Chowdhury since 27 September
2024, previously chaired by Helen Sinclair, Chair of the
Board. All Directors are members of the Remuneration
and Nomination Committee due to the limited number
of Directors.
Leadership and purpose
The Board is responsible for leading the business
in the way which it believes is most likely to lead to
long‑term sustainable success. This includes effective
engagement with our stakeholders.
Read more on page 46
Division of responsibilities
As all day‑to‑day activities are outsourced, the Board
ensures proper oversight in order to achieve good
corporate governance. The Board has appointed the
Management Engagement Committee to oversee
outsourced activities.
Read more on page 47
Octopus Future Generations VCT plc — Annual report and financial statements 2024 45
Composition, succession and evaluation
The Board makes sure it is balanced with the
appropriate skills and has appointed the Remuneration
and Nomination Committee to oversee these matters.
Read more on page 48
Audit, risk and internal control
Future Generations VCT’s strategy is determined
by the Board, taking account of the need to avoid
unnecessary or unacceptable risks. The Audit
Committee is appointed to oversee all matters relating
to audit and risk on behalf of the Board.
Read more on page 50 to 52
Remuneration
The Board comprises Non‑Executive Directors only,
who receive fees which are subject to periodic review.
Noelement of their remuneration is performance
related.
Read more on pages 54 to 56
Corporate governance report
Viability statement
In accordance with the FRC UK Corporate Governance
Code published in 2018 and provision 36 of the AIC Code
of Corporate Governance, the Directors have assessed
the prospects of Future Generations VCT over a period
of five years, consistent with the expected investment
holding period of an investor. A fundraise with an initial
offer to raise up to £5 million was launched on 3 February
2025. The offer closed for new applications on 1 April
2025 for the 2024/2025 tax year having successfully
raised £5 million. 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 Future Generations VCT’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 Future Generations
VCT 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 Investment Manager. The principal risks faced by
the Company and the procedures in place to monitor and
mitigate them are set out on pages 37 to 39.
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.
The Board has additionally considered the ability of
Future Generations VCT to comply with the ongoing
conditions to make sure it maintains its VCT qualifying
status under its current Investment policy.
Based on this assessment, the Board confirms that it
has a reasonable expectation that Future Generations
VCT will be able to continue in operation and meet its
liabilities as they fall due over the five‑year period to
31December 2029. The Board is mindful of the ongoing
risks and will continue to make sure that appropriate
safeguards are in place, in addition to monitoring the
cash flow forecasts to make sure Future Generations VCT
has sufficient liquidity.
Going concern
Future Generations VCT’s business activities, together
with the factors likely to affect its future development,
performance and position, are set out in the Strategic
Report. Further details on the management of financial
risk can be found in Note 15 of the financial statements.
The Board receives reports from Octopus and the
Directors believe that Future Generations VCT has
adequate financial resources to continue in operational
existence for a period of at least 12 months from the date
of the signing of these financial statements. Inreaching
this conclusion the Directors have considered the
liquid assets of Future Generations VCT and its ability
to meet its obligations as they fall due. As no material
uncertainties leading to significant doubt about going
concern have been identified, and taking into account
all available information about Future Generations VCT,
the Directors believe that it is appropriate to continue to
adopt the going concern basis of accounting in preparing
the financial statements.
continued
46 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Leadership and purpose
During the 18‑month period ended 31 December 2024 the following meetings were held:
Board meeting
attendance
Audit Committee
meeting attendance
Remuneration
and Nomination
Committee meeting
attendance
Management
Engagement
Committee meeting
attendance
Helen Sinclair 9/9 5/5 1/1 1/1
Joanna Santinon 9/9 5/5 1/1 1/1
Emma Davies
1
2/3 2/2 N/A N/A
Ajay Chowdhury
2
7/7 4/4 1/1 1/1
1. Emma Davies resigned as a Director on 31 March 2024.
2. Ajay Chowdhury was appointed as a Director on 1 March 2024.
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 Future Generations VCT. She facilitates the effective contribution of
the Directors and makes sure that they receive accurate, timely and clear information and that they communicate
effectively with shareholders.
The company secretarial function is discharged by Octopus Company Secretarial Services Limited, which is responsible
for advising the Board, through the Chair, on all governance matters. All 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 Future Generations VCT’s expense where
necessary in the performance of their duties. The Board does not consider it necessary for the size of the Board or
Future Generations VCT to identify a member of the Board as the senior Non‑Executive Director.
Future Generations VCT’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.
Board of Directors
Future Generations VCT currently has a Board of three
Non‑Executive Directors, all of whom are considered to
be independent.
The Board meets at least four times a year, and on
other occasions as necessary, to review the investment
performance and monitor compliance with the
Investment policy laid down by the Board as set out in
the Strategic Report on page 40. Due to an 18‑month
period, the Board met 9 times.
The Board has a formal schedule of matters specifically
reserved for its decision which include:
•
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;
•
approval of the annual report and the unaudited
half‑yearly report;
•
the appointments to and resignations from the Board,
including planning for succession;
•
the appointment, evaluation, removal and remuneration
of Octopus;
•
the performance of Future Generations VCT, including
monitoring the discount of the NAV to the share price;
and
•
monitoring shareholder profiles and considering
shareholder communications.
Octopus Future Generations VCT plc — Annual report and financial statements 2024 47
Division of responsibilities
Board committees
The Board has appointed three committees, with
delegated powers, to make recommendations to the
Board in specific areas.
The Audit Committee, chaired by Joanna Santinon
consists of all three Directors. The Audit Committee
believes Joanna Santinon possesses appropriate and
relevant financial experience as a chartered accountant.
The Board consider it appropriate for Helen Sinclair,
as Chair of the Board, to be a member of the Audit
Committee due to the limited size of the Board. The
Audit Committee monitors the integrity of the financial
statements of the Company, and any other formal
announcements relating to its financial performance.
Details of the work undertaken by the Audit Committee
are set out on pages 50 to 52.
The Remuneration and Nomination Committee,
comprising all Directors has been chaired by Ajay
Chowdhury since 27 September 2024, previously chaired
by Helen Sinclair, Chair of the Board. 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.
It also has responsibility for setting the Remuneration
policy for the Non‑Executive Directors. Details of the
work undertaken by the Remuneration and Nomination
Committee are set out on page 54.
The Management Engagement Committee comprising
all Directors has been chaired by Ajay Chowdhury
since 27September 2024, previously chaired by Joanna
Santinon, Chair of the Audit Committee. The Committee
is responsible for evaluating the performance of
the Portfolio Manager and other third‑party service
providers engaged by the Company. Details of the
work undertaken by the Management Engagement
Committee are set out on page 53.
48 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Composition, succession and evaluation
Future Generations VCT’s Articles of Association require
that one‑third of Directors should retire by rotation each
year and seek re‑election at the AGM, and that Directors
appointed by the Board should seek re‑appointment
at the next AGM. All Directors are required to submit
themselves for re‑election at least every three years;
however, it was agreed that all Directors will stand for
re‑election annually going forward.
Date of original
appointment
Date of election/
re‑election
Helen Sinclair (Chair) 21 January 2022 10 December 2024
Joanna Santinon 21 January 2022 10 December 2024
Ajay Chowdhury 1 March 2024 10 December 2024
Board succession
The Directors recognise the importance of ensuring the
Board has sufficient experience and expertise. Fletcher
Jones Limited, who are independent of the Company,
were engaged in the recruitment of Ajay Chowdhury
who was appointed to the Board on 1 March 2024.
Appointment and replacement of Directors
A person may be appointed as a Director of Future
Generations VCT 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 they are
recommended by the Directors or, not less than seven nor
more than 42 clear days before the date appointed for
the meeting, notice is given to Future Generations VCT of
the intention to propose that person for appointment or
re‑appointment in the form and manner set out in Future
Generations VCT’s Articles of Association. Each Director
who is appointed by the Directors
(
and who has not
been elected as a Director by the members at a general
meeting held in the interval since their appointment as
a Director
)
is to be subject to election as a Director of
Future Generations VCT by the members at the first AGM
following his or her appointment.
The Companies Act 2006 allows shareholders in a
general meeting 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 Future Generations VCT. 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 Future Generations VCT’s Articles of Association.
Gender and diversity
The Board of Directors comprises one male and two
female Non‑Executive Directors with experience of the
VCT industry and investment in early‑stage growth
companies. All appointments to the Board are made on
the basis of ability and knowledge. The composition of
the Board, including gender and diversity, is reviewed on
an annual basis.
As per UK Listing Rule 6.6.6R
(
9
)(
a
)
, 67% of individuals
on the Company’s Board are women as at 31 December
2024. As the Company is externally managed the roles
of CEO or CFO do not exist. Furthermore, 33% of the
Board is comprised of persons from a minority ethnic
background.
The tables below which report on gender identity/sex and
ethnic background as at 31 December 2024 are included
for completeness.
Gender identity or sex
Number of Board
members
Percentage
of the Board
Number of senior
positions on the Board
(CEO, CFO, SID and Chair)
Men 1 33%
Not applicable
1
Women 2 67%
Not specified/ prefer not to say
1 This column is not applicable as the Company is externally managed and does not have executive management functions, specifically it does not have
a CEO or CFO. The Company considers that the role of Chair and Chair of the Audit Committee are senior positions. Of these two senior positions, both
are performed by women.
Octopus Future Generations VCT plc — Annual report and financial statements 2024 49
Composition, succession and evaluation
Ethnic background
Number of Board
members
Percentage
of the Board
Number of senior
positions on the Board
(CEO, CFO, SID and Chair)
White British or other White (including minority
white groups)
2
67%
Not applicable
1
Mixed/Multiple Ethnic Groups
Asian/Asian British 1
33%
Black/African/ Caribbean/ Black British
Other ethnic group
Not specified/ prefer not to say
1 This column is not applicable as the Company is externally managed and does not have executive management functions, specifically it does not have
a CEO or CFO. The Company considers that the role of Chair and Chair of the Audit Committee are senior positions. Of these two senior positions, both
are performed by those from a White British background.
Independence
The Directors believe that, in line with the AIC Code, all
members of the Board marked as independent are so in
character and judgement with respect to their duties to
the shareholders.
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 Future Generations VCT 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.
Performance evaluation
Each year the Remuneration and Nomination
Committee will conduct a formal performance
evaluation of the Board as a whole, its committees and
the Directors. The first performance evaluation was
conducted as an interim review on 31 August 2024 for
the period ending 31 December 2024. This evaluation
took the form of a questionnaire completed by each
Director. The second performance evaluation, also in the
form of a questionnaire completed by each Director, was
conducted for the period ended 31 December 2024.
The Chair of the Remuneration and Nomination
Committee provides a summary of the findings to the
Board, which is discussed and an action plan agreed.
The performance of the Chair was evaluated by the
other Directors. As a result of the evaluation, the Board
considers that all Directors continue to make an effective
contribution and have the requisite skills and experience
to continue to provide able leadership and direction for
Future Generations VCT.
The Management Engagement Committee conducted
an evaluation of Octopus, as the Portfolio Manager, with
feedback of the results being provided to Octopus. The
Management Engagement Committee also considered
the oversight and performance of other third‑party
providers in the period under review.
continued
50 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Audit, risk and internal control
This report is submitted in accordance with the AIC Code
in respect of the period ended 31 December 2024 and
describes the duties and work of the Audit Committee.
The Committee’s key objective is the provision of
effective governance of the appropriateness of Future
Generations VCT’s financial reporting, the performance
of the auditor and the management of the internal
control and business risks systems. The Directors forming
the Audit Committee can be found on page 43.
The Audit Committee’s terms of reference include the
following responsibilities:
•
reviewing and making recommendations to the Board in
relation to Future Generations VCT’s published financial
statements and other formal announcements relating
to Future Generations VCT’s financial performance;
•
advising the Board on whether the annual report and
financial statements, taken as a whole, is fair, balanced
and understandable;
•
advising the Board on whether the annual report and
financial statements provides necessary information
for shareholders to assess performance, business model
and strategy;
•
reviewing and making recommendations to the
Board in relation to Future Generations VCT’s internal
control
(
including internal financial control
)
and risk
management systems;
•
annually considering the need for an internal audit
function;
•
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 and monitoring the external auditor’s
independence and objectivity and the effectiveness of
the audit process, taking into consideration relevant UK
professional regulatory requirements;
•
monitoring the extent to which the external auditor is
engaged to supply non‑audit services; and
•
ensuring that Octopus has arrangements in place for
the investigation and follow‑up of any concerns raised
confidentially by staff in relation to the 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 annually and recommends to the
Board any changes required as a result of the review.
The terms of reference are available on request from
Future Generations VCT’s Company Secretary. The
Committee meets twice per year and on an ad hoc basis
as necessary and has direct access to BDO LLP, Future
Generations VCT’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.
BDO LLP were appointed on 25 July 2022 as Future
Generations VCT’s external auditor. Chris Meyrick
was appointed as audit partner for the period ended
31December 2024 audit following rotation requirements
for the previous audit partner to be rotated off. The
effectiveness of the external audit will be assessed as
part of the Board and Committee evaluation process
which is 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.
Auditor independence and objectivity
When considering the effectiveness of the external audit,
the Committee considered the quality and content of the
audit plan and report provided by the auditor and the
resultant reporting and discussions on topics raised.
The Committee challenged the auditor on its
independence and objectivity prior to their engagement.
The Committee also 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 in the period ended
31December 2024.
Audit Committee report
Octopus Future Generations VCT plc — Annual report and financial statements 2024 51
Audit, risk and internal control
Internal audit
Future Generations VCT does not have an internal
audit function as it is not deemed appropriate given
the size of Future Generations VCT and the nature of its
business. However, the Committee considers annually
whether there is a need for such a function and makes
the appropriate recommendation to the Board. Octopus
has an internal audit function which reports to the Board
annually on the outcome of the internal audits that
have taken place. Any significant issues arising from the
Octopus internal audit that affect Future Generations
VCT would be raised to the Committee as soon as
reasonably practicable. The Octopus Compliance
Department also reports regularly to the Board.
The Committee monitors the significant risks facing Future
Generations VCT and Octopus engages closely with the
auditor to mitigate the risks and the resultant impact.
Matters considered by the Audit Committee
During the period ended 31 December 2024, the Audit
Committee discharged its responsibilities by:
•
reviewing and approving the external auditor’s terms of
engagement and remuneration;
•
reviewing the external auditor’s plan for the audit of
Future Generations VCT’s financial statements, including
identification of key risks and confirmation of auditor
independence;
•
reviewing the Octopus statement of internal controls
in relation to Future Generations VCT’s business
and assessing the effectiveness of those controls in
minimising the impact of key risks;
•
reviewing periodic reports on the effectiveness of the
regulatory compliance of Octopus;
•
reviewing the appropriateness of Future Generations
VCT’s accounting policies;
•
reviewing Future Generations VCT’s draft annual
financial and half‑yearly results statements prior to
Board approval;
•
reviewing the external auditor’s audit findings report to
the Committee on the annual financial statements;
•
reviewing Future Generations VCT’s going concern as
referred to on page 45; and
•
reviewing in detail the valuation of the investment
portfolio and supporting data.
The Committee has considered the whole annual
report and financial statements for the period ended
31December 2024 and has reported to the Board that it
considers them to be fair, balanced and understandable,
providing the information necessary for shareholders
to assess Future Generations VCT’s financial position,
performance, business model and strategy.
Significant risks
The Audit Committee is responsible for considering and
reporting on any significant risks that arise in relation to
the audit of the financial statements. The Committee
and the auditor have identified the most significant risks
for Future Generations VCT as:
•
Valuation of investment portfolio: The Committee
gives special audit consideration to the valuation of
investments and supporting data provided by Octopus.
The impact of this risk would be a large gain or loss in
Future Generations VCT’s results. The valuations are
supported by the portfolio companies’ accounts and
third‑party evidence which gives comfort to the Audit
Committee; and
•
Management override of financial controls: The
Committee reviews all significant accounting estimates
that form part of the financial statements and considers
any material judgements applied by management
during the completion of the financial statements.
These issues were discussed with Octopus and the
auditor at the conclusion of the audit of the financial
statements.
Other audit risks considered include financial reporting
and corporate governance disclosures, the existence of
investments and the calculation of management fees.
Internal controls
The Directors have overall responsibility for keeping
under review the effectiveness of Future Generations
VCT’s systems of risk management and internal controls.
The purpose of these controls is to make sure that
proper accounting records are maintained, 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
systems of risk management and internal control, which
have been in place throughout the period under review
and up to the date of this report, are designed to manage
rather than eliminate the risk of failure to achieve the
business objectives. The Board regularly reviews financial
results and investment performance with Octopus.
continued
Audit Committee report continued
52 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Internal controls continued
Octopus identifies the investment opportunities,
monitors the portfolio of investments and manages
the assets of Future Generations VCT on a discretionary
basis.
Octopus is engaged to carry out the accounting function
and retain physical custody of the documents of title
relating to unquoted investments. Octopus regularly
reconciles the client asset register with the physical
documents.
The Directors confirm that they have established a
process throughout the period and up to the date of
this report for identifying, evaluating and managing the
significant potential risks faced by Future Generations
VCT and have reviewed the effectiveness of the risk
management and internal control systems. As part
of this process, a review of the risk management and
internal control systems is carried out in accordance
with the Financial Reporting Council’s Guidance on Risk
Management, Internal Control and Related Financial
and Business Reporting. The Board does not consider it
necessary to have an internal audit function due to all
operational activities being outsourced. The need for an
internal audit function will be reviewed at least annually.
The risk management and internal control systems
include the production and review of monthly bank
reconciliations and management accounts. All outflows
made from Future Generations VCT’s accounts require
the authority of two approved signatories from Octopus.
Octopus is subject to regular review by the Octopus
Compliance Department.
Financial risk management
Future Generations VCT is exposed to the risks arising
from its operational and investment activities. Further
details can be found in Note 15 of the financial
statements.
The Audit 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 Committee can confirm that there were no
significant issues to report to the shareholders in respect
of the audit of the financial statements to the period
ended 31 December 2024.
Joanna Santinon
Audit Committee Chair
28 April 2025
Audit, risk and internal control
Audit Committee report continued
continued
Octopus Future Generations VCT plc — Annual report and financial statements 2024 53
Management Engagement Committee
The Management Engagement Committee was
established to evaluate the performance of the Manager
and other third‑party service providers engaged by
Future Generations VCT. The Committee is chaired by
Ajay Chowdhury and comprises all the independent
Directors.
The Committee’s responsibilities are:
•
to review, at least annually, the contractual relationships
with the Manager and terms of the 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
Manager and describe its decisions and rationale in the
annual report;
•
to consider whether the appointment of the Manager
continues to be in the interests of shareholders;
•
if it considers it necessary or appropriate, to negotiate/
re‑negotiate terms with the Manager;
•
to review the standard of any administrative, company
secretarial or sales and marketing support provided
by the Manager, whether under the terms of the
management agreement or simply as part of a non‑
contractual obligation of understanding;
•
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 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 points of conflict which may arise for the
providers of services to the Company.
The Committee met once during the 18 month period
ended 31 December 2024, and has subsequently met
following the year‑end and confirmed that the continued
appointment of Octopus, on the agreed terms, was in
the interests of shareholders.
Ajay Chowdhury
Management Engagement Committee Chair
28 April 2025
Management Engagement Committee report
54 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Introduction
This report has been prepared in accordance with
Schedule 8 to the Large and Medium‑sized Companies
and Groups
(
Accounts and Reports
)
(
Amendment
)
Regulations 2013, in respect of the period ended
31December 2024. The reporting requirements entail
two sections be included, a policy report and an annual
remuneration report, which are presented below.
Future Generations VCT’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 63 to 69.
The Remuneration and Nomination Committee is
responsible for determining the remuneration of
Non‑Executive Directors and the composition of the
Board and its Committees, taking account of diversity
and ensuring succession plans are in place. Board
composition was reviewed in 2024. The Directors’
remuneration paid during the period is set out on
page55. Future Generations VCT does not have a Chief
Executive Officer, senior management or any employees.
Directors’ Remuneration policy report
The Board consists entirely of Non‑Executive Directors,
who met 9 times during the period to deal with the
important aspects of Future Generations VCT’s affairs.
Directors are appointed with the expectation that they
will serve for at least a period of three years. Future
Generations VCT’s Articles of Association require that
all Non‑Executive Directors retire at the first general
meeting after election and thereafter one‑third of
all Directors are subject to retirement by rotation at
subsequent AGMs; however, it was agreed that all
Directors will stand for re‑election annually. Re‑election
will be recommended by the Board but is dependent
upon a shareholder vote.
Each Director received a letter of appointment which
is subject to termination by the Director or Future
Generations VCT on three months’ notice in writing.
None of the Directors are entitled to compensation
payable upon early termination of their contract other
than in respect of any unexpired notice period. These
appointment letters are available for inspection at the
registered office, details of which are on page 98.
Future Generations VCT’s policy is that the fees payable
to the Directors should reflect the time spent by the
Board on Future Generations VCT’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 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. Due to the nature of Future Generations
VCT, there are no employees other than the Directors
and so no such issues to consider when determining the
Directors’ remuneration.
The maximum level of Directors’ remuneration is
currently fixed by Future Generations VCT’s Articles of
Association not to exceed £175,000 in aggregate.
Future Generations VCT’s policy is for the Directors to
be remunerated in the form of fees, payable quarterly
in arrears. The fees are not related to the Directors’
performance, either individually or collectively. There are
no long‑term incentive schemes, share option schemes or
pension schemes in place. The Articles of Association also
entitle the Directors to be repaid all reasonable travelling,
subsistence and other expenses incurred by them
respectively whilst conducting their duties as Directors;
however, no other remuneration or compensation was
paid or payable by Future Generations VCT during the
period to any of the current Directors.
The Directors’ remuneration policy was approved by
shareholders at the AGM held in December 2023.
Accordingly, the Policy will be put to shareholders for
approval at the 2026 AGM.
Annual remuneration report
This remuneration report is subject to approval by a simple
majority of shareholders at the AGM in June 2025.
Statement of voting at the Annual General
Meeting
The most significant portion of the votes cast against
a resolution at the 2024 AGM was for the resolutions
relating to the re‑election of Helen Sinclair as a Director,
the re‑election of Joanna Santinon as a Director, the
election of Ajay Chowdhury as a Director, the authority
to make market purchases, and the cancellation of
the share premium account
(
1.73% of votes cast
)
.
No communication was received from shareholders
giving reasons for the votes against the resolutions.
Shareholders’ views are always welcome and considered
by the Board. The methods of contacting the Board are
set out in the Directors’ Report on page 60.
Company performance
The Board is responsible for Future Generations VCT’s
investment strategy and performance, although the
management of Future Generations VCT’s investment
portfolio is delegated to the Portfolio Manager through the
agreements as referred to in the Directors’ Report.
The performance graph on page 41 also shows the
performance of the NAV and total value of Future
Generations.
Directors’ remuneration report
Octopus Future Generations VCT plc — Annual report and financial statements 2024 55
Company performance continued
Details of Future Generations VCT’s performance are contained in the Portfolio Manager’s
Review on pages 15 to 27 and the Business Review on pages 40 and 41. A performance graph
showing the NAV total return from incorporation date to 31 December 2024 is included on
page 41.
Directors’ emoluments
(
audited
)
The amount of each Director’s fees for the period ended 31 December 2024
(
on an
annualised basis
)
were:
18 months to
31 December
2024
£
Year ended
30 June 2023
£
18 months to
31 December
2024
Change
Year ended
30 June 2023
Change
Period ended
30 June 2022
Change
Helen Sinclair 55,650 35,000 6% 0% —
Joanna Santinon 44,550 28,000 6% 0% —
Emma Davies
1
19,875 6,731 6% — —
Ajay Chowdhury
2
22,083 — — — —
Total 142,158 69,731
1. Octopus paid the remuneration of Emma Davies up until 24 March 2023, the date on which she ceased to
be an employee. In addition Emma Davies resigned as a Director on 31 March 2024.
2. Ajay Chowdhury was appointed as a Director on 1 March 2024.
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 Future
Generations VCT and no bonuses were or will be paid to the Directors.
The Chair of the Board and Chair of the Audit Committee receive additional remuneration
over the basic Directors’ fee in recognition of the additional responsibilities and time
commitment required for their roles.
For the period under review, Directors’ fees have been paid at the following rates:
Chair of the Board £37,100; Chair of the Audit Committee £29,700; and other Directors
£26,500.
Following a review in September 2024, the following rates are effective from 1 January
2025: Chair of the Board £38,500; Chair of the Audit Committee £30,750; and other
Directors £27,500. Directors’ remuneration will be reviewed annually by the Remuneration
and Nomination Committee.
Relative importance of spend on pay
The actual expenditure in the current period is as follows:
18 months to
31 December 2024
£
Year to
30 June 2023
£
Total dividends paid — —
Total buybacks — —
Total Directors’ fees 142,158 69,731
Total expenses 1,113,208 673,584
There were no other significant payments during the period relevant to understanding
the relative importance of spend on pay.
Statement of Directors’ shareholdings
(
audited
)
There are no guidelines or requirements for Directors to own shares in Future
Generations VCT. The interests of the Directors of Future Generations VCT during
the period
(
in respect of which transactions are notifiable under Disclosure and
Transparency Rule 3.1.2R
)
in the issued Ordinary shares of 0.1p each are shown in the
table below:
18 months to
31 December 2024
Year to
30 June 2023
Helen Sinclair 14,548 14,548
Joanna Santinon 72,744 72,744
Emma Davies
1
14,548 14,548
Ajay Chowdhury
2
— —
1. Emma Davies resigned as a Director on 31 March 2024.
2. Ajay Chowdhury was appointed as a Director on 1 March 2024.
Directors’ remuneration report
continued
56 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Statement of Directors’ shareholdings
(
audited
)
continued
There have been no changes in the Directors’ share interests between 31 December
2024 and the date of this report.
Any information required by legislation in relation to executive directors
(
including a
Chief Executive Officer
)
or employees has been omitted because Future Generations
VCT has neither and so it is not relevant.
By order of the Board
Ajay Chowdhury
Remuneration and Nomination Committee Chair
28 April 2025
Directors’ remuneration report
continued
Octopus Future Generations VCT plc — Annual report and financial statements 2024 57
Directors’ report
The Directors present their report and the audited
financial statements for the period ended 31 December
2024.
The Corporate Governance Report on pages 44 and 45
and the reports of the Audit Committee, Remuneration
and Nomination Committee and Management
Engagement Committee on pages 50 to 56 form part of
this Directors’ Report.
The Directors consider that the annual report and
financial statements, taken as a whole, is fair, balanced
and understandable and provides the information
necessary for shareholders to assess Future Generations
VCT’s position, performance, business model and
strategy.
Directors
Brief biographical notes on the Directors are given on
page 43.
All Directors will stand for re‑election by shareholders at
the forthcoming AGM.
Directors’ and Officers’ liability insurance
Future Generations VCT 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 Future Generations VCT.
Dividend
The Directors will not be proposing a dividend for the
period under review.
Management
Future Generations VCT has in place an agreement with
Octopus AIF Management Limited to act as Manager.
Octopus AIF Management Limited has in turn appointed
Octopus Investments Limited to act as Portfolio
Manager to Future Generations VCT
(
responsible for
portfolio management and the day‑to‑day running
of Future Generations VCT
)
. These agreements are
central to Future Generations VCT’s ability to continue
in business. The principal terms of the management
agreement with Octopus are set out in Notes 3 and 18 of
the financial statements.
Octopus also provides company secretarial and
administrative services to Future Generations VCT.
Thompson Taraz Depositary Limited was appointed
as the depositary until 30 September 2024. From 30
September 2024, NatWest Trustee and Depositary
Services Limited has been appointed as depositary
to Future Generations VCT. NatWest provides cash
monitoring, safekeeping of financial instruments and
other assets, and oversight duties.
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 have
taken into account the performance of the investment
portfolio and the ability of Octopus to produce
satisfactory investment performance in the future.
The Investment Management Agreement will continue
unless and until it is terminated by the parties thereto
giving to the others not less than 24 months’ notice
in writing, such notice not to be given before the
fourth anniversary of the agreement. The Investment
Management Agreement is subject to earlier termination
by the parties in certain circumstances.
The Non‑Investment Services Agreement will continue
unless and until it is terminated by the parties thereto
giving to the others not less than 12 months’ notice in
writing, such notice not to be given before the end of
the second anniversary of the agreement. The Non‑
Investment Services Agreement is subject to earlier
termination by the parties in certain circumstances.
The Directors also considered the length of the notice
period of the management agreement and fees payable
to Octopus, together with the standard of other services
provided, as set out above. Details of the fees paid to
Octopus in respect of services provided are in Notes 3
and 18 of the financial statements.
No Director has an interest in any contract to which
Future Generations VCT is a party.
Future Generations VCT has established a performance
incentive scheme whereby Octopus is entitled to an annual
performance‑related incentive fee if certain performance
criteria are met. Further details of this scheme are
disclosed within Note 18 of the financial statements.
Through the agreements described above, the
investment decisions and routine management decisions
such as the payment of standard running costs are
delegated to Octopus.
Financial risk management
Future Generations VCT is exposed to the risks arising
from its operational and investment activities. Further
details can be found in Note 15 of the financial
statements
58 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Whistleblowing
Please refer to page 32 for our statement on
whistleblowing.
Bribery Act
Please refer to page 32 for our statement on the Bribery
Act.
VCT regulation
Compliance with required rules and regulations is
considered when all investment decisions are made.
Future Generations VCT is further monitored on a
continual basis to ensure compliance. The main criteria
to which it must adhere are detailed on page 91.
Future Generations VCT will continue to ensure its
compliance with the qualification requirements.
Environmental matters and greenhouse gas
emissions
Refer to page 30 in the Strategic Report for our ESG
policy and greenhouse gas emissions. As the company
has no employees or operations, it is not responsible
for any direct emissions, and as it uses less than
40,000kWh of energy during the reporting year it is
exempt from Streamlined Energy and Carbon Reporting
(
SECR
)
.
Share capital
Future Generations VCT’s Ordinary share capital as at
31 December 2024 comprised 53,941,104
(
30 June 2023:
48,138,337
)
Ordinary shares of 0.1p each. No shares were
held in Treasury.
Share issues and open offers
During the period ended 31 December 2024 5,802,767
shares were issued. On 19 January 2023, an offer for
subscription to raise up to £30 million in aggregate with
an over‑allotment facility of £10 million was launched. As
at 18 October 2023, 7,011,227 shares had been issued for
a total consideration of £6.9 million. The offer closed for
new applications on 31 October 2023.
On 31 January 2024, an offer for subscription to raise
up to £15 million in aggregate with an over‑allotment
facility of £5 million was launched. As at 10 October
2024, 3,775,282 shares had been issued for a total
consideration of £3.6 million. The offer closed for new
applications on 4 October 2024.
On 3 February 2025, an offer for subscription to raise up
to £5 million in aggregate with an over‑allotment facility
of £5 million was launched. As at 4 April 2025, 5,567,019
shares have been issued for a total consideration of
£5million.
Post balance sheet events
A full list of post balance sheet events since 31 December
2024 can be found in Note 16 of the financial statements
on page 87.
Rights attaching to the shares and
restrictions on voting and transfer
Subject to any suspension or abrogation of rights
pursuant to relevant law or Future Generations VCT’s
Articles of Association, the shares confer on their holders
the following principal rights:
a
)
the right to receive out of profits available for
distribution 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 shareholders in a general meeting or in the case of an
interim dividend in an amount determined by the Board
)
.
All dividends unclaimed for a period of 12 years after having
become due for payment are forfeited automatically and
cease to remain owing by Future Generations VCT;
b
)
the right, on a return of assets on a liquidation,
reduction of capital or otherwise, to share in the surplus
assets of Future Generations VCT 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 Future Generations VCT. 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 24hours
before the time appointed for the taking of thepoll.
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 Future Generations VCT’s Articles
of Association with a notice pursuant to s793 of the
Companies Act 2006
(
notice by Future Generations VCT
requiring information about interests in its shares
)
, Future
Generations VCT can, until the default ceases, suspend
Directors’ report
continued
Octopus Future Generations VCT plc — Annual report and financial statements 2024 59
the right to attend and speak and vote at a general
meeting. If the shares represent at least 0.25% of their
class Future Generations VCT 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 Future Generations VCT’s
Articles of Association and in company law
(
principally
the Companies Act 2006
)
. 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 Future Generations VCT’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 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
(
ifsorequired
)
.
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 Future Generations VCT 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 Future Generations VCT’s Articles of Association,
shareholders are subject to the compulsory acquisition
provisions in s974 to s991 of the Companies Act 2006.
Dividend Reinvestment Scheme
The Directors will not be proposing a dividend for the
period under review; however, Resolution 7 to adopt the
Dividend Reinvestment Scheme
(
DRIS
)
has been included
for shareholder approval at the AGM on 4 June 2025.
Under the Dividend Reinvestment Scheme, shareholders
are given the opportunity to reinvest future dividend
payments by way of subscription for new shares. Subject
to a shareholder’s personal circumstances, shares
subscribed for under the Dividend Reinvestment Scheme
should benefit from VCT tax relief.
Directors’ authority to allot shares, to
disapply pre‑emption rights
The authority proposed under Resolution 8 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 Future
Generations VCT in a tax‑efficient manner without
it having to incur substantial costs. Any consequent
modest increase in the size of Future Generations VCT
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 Future Generations
VCT’s investment policy and may be used, in part, to
purchase Ordinary shares in the market.
Resolution 8 seeks Directors’ authority to allot Ordinary
shares. Such authority would expire at the later of the
conclusion of the next AGM following the passing of
this Resolution and the expiry of 15 months from the
passing of the Resolution, giving the Directors authority
to allot up to 120% of Future Generations VCT’s issued
share capital as 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
fundraising activities of Future Generations VCT.
Resolution 9 grants the Directors’ authority to allot
Ordinary shares in connection with the Dividend Re‑
Investment Scheme up to 5% of Future Generations
VCT’s issued share capital as at the date of the Notice of
AGM. Such authority would expire 15 months from the
passing of the Resolution, unless previously renewed,
varied or revoked by Future Generations VCT in a general
meeting. The Board intends to utilise this authority to
issue shares from time to time under the DRIS.
Resolutions 10 and 11, including Resolution 11 for the
first time, 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 expiry of 15 months
from the passing of these Resolutions, unless previously
renewed, varied or revoked by Future Generations VCT
in general meeting, to issue Ordinary shares for cash
without pre‑emption rights applying by way of an offer
to existing shareholders. 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. This authority
is in addition to existing authorities.
Directors’ report
continued
60 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Directors’ authority to make market
purchase of its own shares
The authority proposed under Resolution 12 is required
so that the Directors may make purchases of up to
8,085,771 Ordinary shares, representing approximately
14.99% of Future Generations VCT’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 11 will
expire on the earlier of the conclusion of the next AGM
of Future Generations VCT following the passing of this
Resolution and 15 months from the date of the passing
of the Resolution unless renewed, varied or revoked by
Future Generations VCT in a 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.
Substantial shareholdings
As at the date of this report, no disclosures of major
shareholdings had been made to Future Generations
VCT under Disclosure and Transparency Rule 5
(
Vote
Holder and Issuer Notification Rules
)
.
Independent auditor
BDO LLP were originally appointed by the Board as
auditor on 25 July 2022 and offer themselves for
re‑appointment as auditor of Future Generations VCT.
Aresolution to re‑appoint BDO LLP will be proposed at
the forthcoming AGM.
As far as the Directors are aware, there is no relevant
audit information of which the auditor is unaware and
the Directors have taken all the steps they ought to have
taken as a Director in order to make them aware of any
relevant audit information and to establish that Future
Generations VCT’s auditor is aware of that information.
Relations with shareholders
Shareholders will have the opportunity to attend the
Annual General Meeting which will be held on 4 June
2025 at 10am.
The Board is happy to respond to any written queries
made by shareholders during the course of the period
and can be contacted at 33 Holborn, London EC1N 2HT.
Alternatively, the team at Octopus will be pleased
to answer any questions you may have and can be
contacted on 0800 316 2295.
Consumer Duty
The Directors are cognisant of the Portfolio Manager’s
obligations to comply with the FCA’s Consumer Duty
rules and principles that came into force in 2023. Firms
subject to Consumer Duty must ensure they are acting
to deliver good outcomes and that this is reflected in
their strategies, governance, leadership and policies.
Future Generations VCT is not directly captured by
Consumer Duty, however the Directors will continue
to receive updates on how the Portfolio Manager is
meetings its obligations.
Information given in the Strategic Report
The likely future development of Future Generations VCT
has not been given in the Directors’ Report as equivalent
disclosure has been given in the Strategic Report.
The Directors’ Report was approved on behalf of the
Board on 28 April 2025.
Helen Sinclair
Chair
28 April 2025
Directors’ report
continued
Directors’ responsibilities statement 62
Independent auditor’s report 63
Income statement 70
Balance sheet 71
Statement of changes in equity 72
Cash flow statement 74
Notes to the financial statements 75
Investment portfolio 89
Shareholder information and contact details 91
Glossary of terms 93
Notice of Annual General Meeting 94
Directors and advisers 98
Financials
62 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Directors’ responsibilities statement
The Directors are responsible for preparing the
Strategic Report, the Directors’ Report, the Directors’
Remuneration Report and the Financial Statements in
accordance with applicable law and regulations. They
are also responsible for ensuring that the annual report
and financial statements include information required by
the UK Listing Rules of the Financial Conduct Authority.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law
the Directors have elected to prepare the financial
statements in accordance with United Kingdom
Generally Accepted Accounting Practice
(
GAAP
)
,
including Financial Reporting Standard 102 – The
Financial Reporting Standard Applicable in the United
Kingdom and Republic of Ireland
(
FRS 102
)
, United
Kingdom accounting standards and applicable law.
Under company law the Directors must not approve the
financial statements unless they are satisfied that they
give a true and fair view of the state of affairs and profit
or loss of the Company for that period. In preparing
these financial statements, the Directors are required to:
•
select suitable accounting policies and then apply them
consistently;
•
make judgements and accounting estimates that are
reasonable and prudent;
•
state whether applicable UK accounting standards
have been followed, subject to any material departures
disclosed and explained in the financial statements;
•
prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Company will continue in business; and
•
prepare a Strategic Report, Directors’ Report and
Directors’ Remuneration Report which comply with the
requirements of the Companies Act 2006.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose with
reasonable accuracy at any time the financial position
of the Company and enable them to ensure that the
financial statements comply with the Companies Act
2006. They are also responsible for safeguarding the
assets of the Company and hence for taking reasonable
steps for the prevention and detection of fraud and other
irregularities.
In so far as each of the Directors is aware:
•
there is no relevant audit information of which the
Company’s auditor is unaware; and
•
the Directors have taken all steps that they ought to
have taken to make themselves aware of any relevant
audit information and to establish that the auditor is
aware of that information.
The Directors are responsible for preparing the annual
report and financial statements in accordance
with applicable law and regulations. Having taken
advice from the Audit Committee, the Directors are
of the opinion that this report as a whole provides
the necessary information to assess the Company’s
performance, business model and strategy and is fair,
balanced and understandable.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information
included on the Company’s website. Legislation in
the United Kingdom governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
The Directors confirm that, to the best of their
knowledge:
•
the financial statements, prepared in accordance
with United Kingdom Generally Accepted Accounting
Practice, including FRS 102, give a true and fair view of
the assets, liabilities, financial position and profit or loss
of the Company; and
•
the annual report and financial statements
(
including
the Strategic Report
)
, give a fair review of the
development and performance of the business and the
position of the Company, together with a description of
the principal risks and uncertainties that it faces.
On behalf of the Board
Helen Sinclair
Chair
28 April 2025
Octopus Future Generations VCT plc — Annual report and financial statements 2024 63
Independent auditor’s report
to the members of Octopus Future Generations VCT plc
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 our
reporting to the Audit Committee.
Independence
Following the recommendation of the Audit Committee,
we were appointed by the Board of Directors on 25 July
2022 to audit the financial statements for the period
ended 30 July 2022 and subsequent financial periods.
The period of total uninterrupted engagement including
retenders and reappointments is three years, covering
the period ended 30 June 2022 to the period ended
31 December 2024. 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.
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 December 2024 and of its loss for the
period 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
Future Generations VCT plc
(
the ‘Company’
)
for the
period from 01 July 2023 to 31 December 2024 which
comprise the Income statement, the Balance sheet, the
Statement of changes in equity, the Cashflow statement
and Notes to the financial statements, including a
summary of significant 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
)
.
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 period and as
at period end and checking that the Company was
meeting its requirements to retain VCT status;
•
Consideration of the Directors’ assessment of
expected future compliance with VCT legislation,
the absence of bank debt, 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,
we considered the available cash resources relative
to the forecasted 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 including
the stress tests applied to confirm that the Company
has sufficient capital and liquidity to continue its
operations effectively.
64 Octopus Future Generations VCT plc — Annual report and financial statements 2024
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
2024 2023
Key audit matters Valuation of unquoted
investments
Materiality Company financial statements as a whole
£950,000 (2023: £900,000) based on 2% (2023: 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.
Key audit matter
Valuation of unquoted investments
(Note 9 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 Company as shown in note 18.
For these reasons we considered the valuation of unquoted investments to be a key
audit matter.
Independent auditor’s report
continued
to the members of Octopus Future Generations VCT plc
Octopus Future Generations VCT plc — Annual report and financial statements 2024 65
How the scope of our audit addressed the key audit matter
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 appropriate in the
circumstances under the International Private Equity and Venture Capital Valuation
(“IPEV”) Guidelines and the applicable accounting standards; and
•
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 the price of recent investment or
milestone analysis we:
•
Verified the 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 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;
•
Considered whether the price of recent investment is supported by alternative
valuation techniques; and
•
For pre‑revenue or startup investee companies, we assessed their performance
against established milestones by reviewing their board reports or progress
updates.
How the scope of our audit addressed the key audit matter continued
For investments sampled that were valued using the revenue 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 multiple 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
Considering the level of estimation uncertainty and the procedures performed to
address this risk, we consider the unquoted investment valuations to be appropriate.
Independent auditor’s report
continued
to the members of Octopus Future Generations VCT plc
66 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Independent auditor’s report
continued
to the members of Octopus Future Generations VCT plc
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
2024 2023
Materiality £950,000 £900,000
Basis for determining
materiality
2% of net assets
Rationale for the
benchmark applied
In setting materiality, we have considered the nature and disposition
of the investment portfolio. Given that the VCT’s portfolio is
comprised of unquoted investments which would typically have a
wider spread of reasonable alternative possible valuations, we have
applied a percentage of 2% of net assets.
Performance
materiality £712,500 £675,000
Basis for determining
performance
materiality 75% of materiality.
Rationale for the
percentage applied
forperformance
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
period.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit
differences in excess of £47,500
(
2023: £35,000
)
. 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.
Octopus Future Generations VCT plc — Annual report and financial statements 2024 67
Independent auditor’s report
continued
to the members of Octopus Future Generations VCT plc
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
57
;
•
Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out
on pages 37‑39;
•
The section of the annual report that describes the
review of effectiveness of risk management and internal
control systems set out on pages 51‑52; 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.
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
byexception
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:
68 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Independent auditor’s report
continued
to the members of Octopus Future Generations VCT plc
•
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
Based on:
•
Our understanding of the Company and the industry
in which it operates;
•
Discussion with the Portfolio Manager and those
charged with governance; and
•
Obtaining and understanding of the Company’s
policies and procedures regarding compliance with laws
and regulations;
we 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 February 2018 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 period and as at
period end and reviewing their calculations to check
that the Company was meeting its requirements to
retain VCT status; and
•
Reviewing minutes of meeting of those charged with
governance 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.
Octopus Future Generations VCT plc — Annual report and financial statements 2024 69
Independent auditor’s report
continued
to the members of Octopus Future Generations VCT plc
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 meeting of those charged with
governance for any known or suspected instances of
fraud; and
•
Discussion amongst the engagement team as to
how and where fraud might occur in the financial
statements.
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:
•
Considered the opportunity and incentive to
manipulate accounting entries and target tested
relevant adjustments made in the year end financial
reporting process;
•
Reviewed for significant transactions outside the
normal course of business;
•
Reviewed the significant judgements and estimates
made in the valuation of unquoted investments and
considered 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.
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.
Chris Meyrick
(
Senior Statutory Auditor
)
For and on behalf of BDO LLP, Statutory Auditor
London, United Kingdom
28 April 2025
BDO LLP is a limited liability partnership registered in
England and Wales
(
withregistered number OC305127
)
70 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Income statement
18 months to 31 December 2024 Year to 30 June 2023
Notes
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Gain on disposal of fixed asset investments — 1,382 1,382 — — —
Net loss on valuation of fixed asset investments 9 — (3,564) (3,564) — (6) (6)
Investment management fee 3 (345) (1,035) (1,380) (174) (522) (696)
Investment income 2 1,427 — 1,427 424 — 424
Other expenses 4 (759) — (759) (500) — (500)
Earnings/(loss) before tax 323 (3,217) (2,894) (250) (528) (778)
Tax 6 — — — — — —
Earnings/(loss) after tax 323 (3,217) (2,894) (250) (528) (778)
Earnings/(loss) per share – basic and diluted 7 0.6p (6.3)p (5.7)p (0.6)p (1.3)p (1.9)p
•
The ‘Total’ column of this statement is the profit and loss account of Future Generations VCT; the supplementary revenue return and capital return columns have been prepared under
guidance published by the Association of Investment Companies.
•
All revenue and capital items in the above statement derive from continuing operations.
•
Future Generations VCT has only one class of business and derives its income from investments made in shares and securities and from bank and money market funds.
Future Generations VCT has no other comprehensive income for the period.
The accompanying notes form an integral part of the financial statements.
Octopus Future Generations VCT plc — Annual report and financial statements 2024 71
Balance sheet
As at 31 December 2024 As at 30 June 2023
Notes £’000 £’000 £’000 £’000
Fixed asset investments 9 26,769 24,895
Current assets:
Debtors 10 1,166 379
Applications cash
1
100 370
Cash at bank 112 152
Money market funds 11 19,972 20,140
21,350 21,041
Creditors: amounts falling due within one year 12 (196) (518)
Net current assets 21,154 20,523
Net assets 47,923 45,418
Share capital 13 54 48
Share premium 51,854 46,461
Capital reserve realised (328) (640)
Capital reserve unrealised (3,526) 3
Revenue reserve (131) (454)
Total equity shareholders’ funds 47,923 45,418
NAV per share 8 88.8p 94.3p
1. Cash received from investors but not yet allotted.
The accompanying notes form an integral part of the financial statements.
The statements were approved by the Directors and authorised for issue on 28 April 2025 and are signed on their behalf by:
Helen Sinclair
Chair
Company No: 13750143
72 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Statement of changes in equity
Share capital
£’000
Share premium
£’000
Capital reserve
realised
1
£’000
Capital reserve
unrealised
£’000
Revenue
reserve
1
£’000
Total
£’000
As at 1 July 2023 48 46,461 (640) 3 (454) 45,418
Comprehensive income for the period:
Management fees allocated as capital expenditure — — (1,035) — — (1,035)
Current year gain on disposal of fixed asset investments — — 1,382 — — 1,382
Net loss on fair value of fixed asset investments — — — (3,564) — (3,564)
Gain after tax — — — — 323 323
Total comprehensive loss for the period — — 347 (3,564) 323 (2,894)
Contributions by and distributions to owners:
Share issue 6 5,506 — — — 5,512
Share issue costs — (113) — — — (113)
Total contributions by and distributions to owners 6 5,393 — — — 5,399
Other movements:
Prior year fixed asset loss unrealised — — (35) 35 — —
Total other movements — — (35) 35 — —
Balance as at 31 December 2024 54 51,854 (328) (3,526) (131) 47,923
1. Reserves are available for distribution, subject to the restrictions tabled in Note 14 of the financial statements.
The accompanying notes form an integral part of the financial statements.
Octopus Future Generations VCT plc — Annual report and financial statements 2024 73
Statement of changes in equity
Share capital
£’000
Share premium
£’000
Capital reserve
realised
1
£’000
Capital reserve
unrealised
£’000
Revenue
reserve
1
£’000
Total
£’000
As at 1 July 2022 33 31,572 (118) 9 (204) 31,292
Comprehensive income for the period:
Management fees allocated as capital expenditure — — (522) — — (522)
Net loss on fair value of fixed asset investments — — — (6) — (6)
Loss after tax — — — — (250) (250)
Total comprehensive loss for the period — — (522) (6) (250) (778)
Contributions by and distributions to owners:
Shares issued 15 15,164 — — — 15,179
Share issue costs — (275) — — — (275)
Total contributions by and distributions to owners 15 14,889 — — — 14,904
Balance as at 30 June 2023 48 46,461 (640) 3 (454) 45,418
1. Reserves are available for distribution, subject to the restrictions tabled in Note 14 of the financial statements.
The accompanying notes form an integral part of the financial statements.
continued
74 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Cash flow statement
Notes
18 months to
31 December
2024
£’000
Year to
30 June
2023
£’000
Cash flows from operating activities
Loss before tax
1
(2,894) (778)
Decrease/(increase) in debtors 173 (325)
Decrease in creditors (52) (103)
Gain on disposal of fixed assets 9 (1,382) —
Loss on valuation of fixed asset investments 9 3,564 6
Outflow from operating activities (591) (1,200)
Cash flows from investing activities
Purchase of fixed asset investments 9 (8,162) (23,238)
Sale of fixed asset investments 3,146 —
Outflow from investing activities (5,016) (23,238)
Cash flows from financing activities
Movement in applications account 12 (270) (1,544)
Proceeds from share issues 5,512 15,179
Share issue costs (113) (275)
Inflow from financing activities 5,129 13,360
Decrease in cash and cash equivalents (478) (11,079)
Opening cash and cash equivalents 20,662 31,741
Closing cash and cash equivalents 20,184 20,662
Cash and cash equivalents comprise
Cash at bank 112 152
Money market funds 19,972 20,140
Applications cash 100 370
Closing cash and cash equivalents 20,184 20,662
1.
Loss before tax includes cashflows from dividends of £1.4 million (2023: £0.4 million).
The accompanying notes form an integral part of the financial statements.
Octopus Future Generations VCT plc — Annual report and financial statements 2024 75
Notes to the financial statements
1. Principal accounting policies
Octopus Future Generations VCT plc (‘Future Generations VCT’) is a Public Limited
Company (plc) incorporated in England and Wales and its registered office is at
6thFloor, 33 Holborn, London EC1N 2HT.
Future Generations VCT has been approved as a Venture Capital Trust by HMRC under
Section 259 of the Income Taxes Act 2007. The shares of Future Generations VCT
were first admitted to the Official List of the UK Listing Authority and trading on the
London Stock Exchange on 5 April 2022 and can be found under the TIDM code OFG.
Future Generations VCT is premium listed.
The principal activity of Future Generations VCT is to invest in a diversified portfolio of
UK smaller companies in order to generate capital growth over the long term as well
as an attractive tax-free dividend stream.
The financial statements are presented in GBP (£) to the nearest £’000. Thefunctional
currency is also GBP (£). Some accounting policies have been disclosed in the respective
notes to the financial statements.
Basis of preparation
The financial statements have been prepared on a going concern basis under the
historical cost convention, except for the measurement at fair value of certain financial
instruments, and in accordance with UK Generally Accepted Accounting Practice
(GAAP), including Financial Reporting Standard 102 – ‘The Financial Reporting Standard
applicable in the United Kingdom and Republic of Ireland’ (FRS102), the Companies
Act 2006 and the Statement of Recommended Practice (SORP) ‘Financial Statements
of Investment Trust Companies and Venture Capital Trusts (July 2022)’. Further details
can be found on page 40. The financial statements cover the 18 month period ended
31 December 2024. Comparatives relate to the period from 1July 2022 to 30 June 2023
and are audited. A summary of the principal accounting policies is set out in the notes.
Future Generations VCT presents its Income Statement in a three-column format to
give shareholders additional detail of the performance of Future Generations VCT,
split between items of a revenue or capital nature as required by the SORP.
The preparation of the financial statements requires management to make
judgements and estimates that affect the application of policies and reported
amounts of assets, liabilities, income and expenses. Estimates and assumptions
mainly relate to the fair valuation of the fixed asset investments, which encompasses
entirely of unquoted investments. Estimates are based on historical experience and
other assumptions that are considered reasonable under the circumstances. The
estimates and the assumptions are under continuous review with particular attention
paid to the carrying value of the investments.
Capital valuation policies are those that are most important to the manifestation
of Future Generations VCT’s financial position and that require the application of
subjective and complex judgements, often due to the need to make estimates about
the effects of matters that are inherently uncertain and may change in subsequent
periods. The critical accounting policies that are declared will not necessarily result in
material changes to the financial statements in any given period but rather contain
a potential for material change. The main accounting and valuation policies used by
Future Generations VCT are disclosed in the notes below. Whilst not all the significant
accounting policies require subjective or complex judgements, Future Generations
VCT considers that the following accounting policies should be considered critical.
Future Generations VCT has designated all fixed asset investments as being held
at fair value through profit or loss in line with the exemption under FRS 102 for
investment companies; therefore all gains and losses arising from investments held
are taken to the Income Statement in the period in which they occur. Accordingly, all
expenses and investment gains and losses are attributable to assets designated as
being at fair value through profit or loss.
Investments are regularly reviewed to make sure that the fair values are appropriately
stated. Unquoted investments are valued in accordance with current IPEV valuation
guidelines, although this does rely on subjective estimates such as appropriate sector
earnings or revenue-based multiples, forecast results of portfolio companies, and
liquidity or marketability of the investments held.
Although Future Generations VCT 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.
Revenue and capital
The revenue column of the Income Statement comprises of revenue expenses.
Thecapital column includes changes in fair value of investments and capital
expenses. 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 revenue (25%) and capital (75%) in line with
the Board’s expected long-term return in the form of income and capital gains
respectively from Future Generations VCT’s investment portfolio.
76 Octopus Future Generations VCT plc — Annual report and financial statements 2024
1. Principal accounting policies continued
Cash and cash equivalents
Cash and cash equivalents comprises cash at bank and other highly liquid short-
term investments with a maturity of three months or less at the date of acquisition
and subject to insignificant changes in fair value. For the purpose of the Cash Flow
Statement, cash and cash equivalents comprises cash at bank and money market
funds (MMFs). The carrying amount approximates fair value.
Financing strategy and capital structure
Capital management is monitored and controlled by forecasting income and
expenditure over both the short and medium term to enable investments to be made
whilst maintaining short-term liquidity. The investments being managed include
equity, and short-term liquidity comprises cash and cash equivalents including
debtors and creditors.
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. Future Generations VCT currently has no borrowings,
nor does it anticipate that it will have any borrowing facilities in the future to fund the
acquisition of investments.
Future Generations VCT does not have any externally imposed capital requirements.
The value of the managed capital is indicated in Note 14. The Board considers the
distributable reserves and the total return for the period 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 of Future Generations VCT in accordance with
Special Resolution 10 in order to maintain sufficient liquidity in the VCT.
Financial instruments
Future Generations VCT’s principal financial assets are its investments, and the
policies in relation to those assets are set out in Note 9. 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 directly to equity.
Judgements in applying accounting policies and key sources of estimation uncertainty
This is addressed in Note 9.
Reserves
Share capital – represents the nominal value of shares that have been issued.
Share premium – includes any premium received on issue of share capital. Any
transaction costs directly associated with the issuing of shares are deducted from
share premium.
Capital reserve realised – arises 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.
Capital reserve unrealised – arises when Future Generations VCT revalues
theinvestments held at the end of the period. Any gains or losses arising are
credited/charged to the capital reserve unrealised.
Revenue reserve – revenue profits and losses are credited and charged to this
account.
2. Investment income
Accounting policy
Investment income comprises interest earned on money market funds. Dividend
income is shown net of any related tax credit. Dividends receivable are brought into
account when Future Generation's right to receive payment is established and there is
no reasonable doubt that payment will be received. Fixed returns on debt and money
market funds are recognised so as to reflect the effective interest rate, provided there
is no reasonable doubt that payment will be received in due course.
Disclosure
18 months to
31 December 2024
£’000
30 June 2023
£’000
Money market funds 1,427 424
Total 1,427 424
Notes to the financial statements
continued
Octopus Future Generations VCT plc — Annual report and financial statements 2024 77
3. Investment management fees
Accounting policy
For the purposes of the revenue and capital columns in the Income Statement, the management fee has been allocated 25% to revenue and 75% to capital, in line with the
Board’s expected long-term return in the form of income and capital gains respectively from Future Generations VCT’s investment portfolio.
Disclosure
18 months to 31 December 2024 Year to 30 June 2023
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Investment management fee 345 1,035 1,380 174 522 696
Total 345 1,035 1,380 174 522 696
The Portfolio Manager provides investment management services through agreements with Octopus AIF Management Limited and Future Generations VCT. It also provides
accounting and administration services to Future Generations VCT under a Non-Investment Services Agreement (NISA). No compensation is payable if the agreement is terminated
by either party, if the required notice period is given. The fee payable, should insufficient notice be given, will be equal to the fee that would have been paid shouldcontinuous
service be provided, or the required notice period was given. The basis upon which the management fee is calculated is disclosed within Note 18 of the financialstatements.
Notes to the financial statements
continued
78 Octopus Future Generations VCT plc — Annual report and financial statements 2024
the period. Future Generations VCT has no employees other than Non-Executive
Directors. The average number of Non-Executive Directors in the period wasthree.
6. Tax on ordinary activities
Accounting policy
Corporation tax payable is applied to profits chargeable to corporation tax, if any,
atthe current rate. The tax effect of different items of income/gain and
expenditure/loss is allocated between capital and revenue return on the ‘marginal’
basis as recommendedinthe SORP.
Deferred tax is recognised in respect of all timing differences at the reporting date.
Timing differences are differences between taxable profits and total income as stated
in the financial statements that arise from the inclusion of income and expenses
in tax assessments in periods different from those in which they are recognised in
financial statements.
Disclosure
The corporation tax charge for the period was £nil.
18 months to
31 December 2024
£’000
Year to
30 June 2023
£’000
Loss on ordinary activities before tax (2,894) (778)
Current tax at 25% (2023: 20.5%) (724) (159)
Effects of:
Non-taxable income (357) —
Non-taxable capital gains 546 1
Non-deductible expenses 1 —
Excess management expenses on which deferred
tax not recognised 534 193
Tax rate differences
1
— (35)
Total current tax charge — —
1. Tax rate difference due to tax charge for the period being calculated at 20.5% and excess management
expenses on which deferred tax is not recognised being calculated at 25%.
4. Other expenses
Accounting policy
Other expenses are accounted for on an accruals basis and are charged wholly to
revenue.
The transaction costs incurred when purchasing or selling assets are written off to the
Income Statement in the period that they occur.
18 months to
31 December 2024
£’000
Year to
30 June 2023
£’000
NISA fees 213 122
Directors' remuneration
1
157 77
Audit fees
2
78 63
Directors and Officers (D&O) insurance 74 15
Depositary fees 62 57
Listing fees 46 58
Registrars fees 28 21
Director recruitment & expenses 27 —
Report and account fees 26 38
Other fees 48 49
Total 759 500
1. Includes employers’ NI.
2. Includes VAT.
Total ongoing charges are capped at 3.0% of net assets. For the period to 31 December
2024, the ongoing charges exceeded this cap and a rebate was paid from the
Portfolio Manager for the amount of £39,000. For the 18 months to 31December
2024 the ongoing charges were 3.0% (2023: 3.0%) of net assets. This is calculated by
summing the annualised expenses incurred in the period (excluding non-recurring
expenses) divided by the average NAV throughout the period.
5. Directors’ remuneration
Total Directors’ fees paid during the period were £142,000 (2023: £70,000). Employers’
National Insurance contributions paid during the period were £15,000 (2023: £7,000).
The highest paid Director received £56,000 (2023: £35,000). None of the Directors
received any other remuneration or benefit from Future Generations VCT during
Notes to the financial statements
continued
Octopus Future Generations VCT plc — Annual report and financial statements 2024 79
6. Tax on ordinary activities continued
Unrelieved tax losses of £3,231,000 (2023: £1,094,000) are estimated to be carried forward at 31 December 2024 (subject to completion of Future Generations VCT’s tax return)
and are available for offset against future taxable income, subject to agreement with HMRC. Future Generations VCT has not recognised the deferred tax asset of £808,000
(2023: £273,000) in respect of these tax losses because there is insufficient forecast taxable income in excess of deductible expenses to utilise these losses carried forward.
Approved VCTs are exempt from tax on capital gains. As the Directors intend for Future Generations VCT to continue to maintain its approval as a VCT through its affairs, no
current deferred tax has been recognised in respect of any capital gains or losses arising on the revaluation or disposal of investment.
7.
(
Loss
)
/earnings per share
18 months to 31 December 2024 Year to 30 June 2023
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Earnings/(loss) attributable to Ordinary shareholders (£’000) 323 (3,217) (2,894) (250) (528) (778)
Earnings/(loss) per Ordinary share (p) 0.6 (6.3) (5.7) (0.6) (1.3) (1.9)
The Earnings/(loss) per share is based on 51,727,417 (2023: 40,987,788) Ordinary shares, being the weighted average number of Ordinary shares in issue during the period.
There are no potentially dilutive capital instruments in issue and so no diluted return per share figures are relevant. The basic and diluted earnings per share are therefore identical.
8. Net asset value per share
31 December 2024 30 June 2023
Net assets (£’000) 47,923 45,418
Shares in issue 53,941,104 48,138,337
NAV per share (p) 88.8 94.3
9. Fixed asset investments
Accounting policy
Future Generations VCT’s principal financial assets are its investments and the policies in relation to those assets are set out below. 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 directly to equity.
Notes to the financial statements
continued
80 Octopus Future Generations VCT plc — Annual report and financial statements 2024
•
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. Future
Generations VCT holds no quoted investments.
•
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. Future Generations VCT holds no such investments.
•
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. Future Generations VCT’s unquoted investments are
included in Level 3.
During the last year, there have been no transfers across the various Levels
throughout the portfolio.
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
period to 31 December 2024 are summarised below and in Note 14.
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 Future Generations VCT are classified as FVTPL and measured
in accordance with the Future Generations VCT valuation policy and with the
International Private Equity and Venture Capital Valuation (IPEV) guidelines, as
updated in December 2022.
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, 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;
9. Fixed asset investments continued
Purchases are recognised in the financial statements at the date of the transaction
(trade date).
These investments are actively managed and their value is evaluated on a fair
value basis in accordance with a documented valuation policy. The rationale for the
selected valuation methodologies, as well as the observable inputs underpinning the
valuations, are provided to the Board. As permitted under FRS 102, the investments
are measured at subsequent reporting dates 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. Future Generations VCT’s investments are measured at
subsequent reporting dates at fair value.
In the case of unquoted investments, fair value is estimated by using recognised
valuation techniques such as price of recent transaction (PRI), earnings or
revenue-based multiples, discounted cash flows or net asset value, in line with the
International Private Equity and Venture Capital’s valuation guidelines as updated in
December 2022. Where price of recent transaction is used, the valuation is calibrated
to a valid methodology.
Gains or 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. In determining the valuation of assets, the Directors are
required to make judgements and estimates that are within a reasonable range
and a reflection of their understanding of the trading 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 Future Generations VCT and requires disclosure of
financial instruments to be dependent on the lowest significant applicable input, as
laid out below:
Notes to the financial statements
continued
Octopus Future Generations VCT plc — Annual report and financial statements 2024 81
9. Fixed asset investments 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 EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortisation)) 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 that 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
Future Generations receives the right to the premium and when considered recoverable;
(iv) For investments in early or development stages, where there are no current or short-term future revenues expected, the most appropriate valuation approach to measure
fair value may be based on calibrating the latest pricing round using qualitative milestones. These milestones provide a directional indication of the movement in fair value,
which we have sensitised by a standardised percentage;
(v) 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 Future Generations VCT. 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.
Notes to the financial statements
continued
82 Octopus Future Generations VCT plc — Annual report and financial statements 2024
9. Fixed asset investments continued
The following table 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.
Valuation basis/methodology Number of
companies valued
by approach
Percentage of
companies valued
by approach
Input to be
sensitised
FV 31 Dec 24
(£m)
FV impact +ve
(£m)
FV impact -ve
(£m)
Calibrated Price of Recent Investment
1
12 33% n/a 11.7 n/a n/a
Market approach - revenue multiple 3 8% Market
multiple +/- 10%
4.9 0.5 (0.5)
Probability Weighted Scenario Approach
2
7 19% n/a 3.7 n/a n/a
Milestone Approach 10 28% +/- 25%
milestone
achievement
6.5 1.4 (1.4)
Write-off 4 11% n/a - n/a n/a
36 100% 26.8
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 £1,166,952.
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 £368,403.
To ensure the accuracy and robustness of fair value assessments for fixed assets, particularly those involving Level 3 inputs, a dedicated Valuation Committee reviews all portfolio
company valuations. The Valuation Committee rigorously challenges the 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
Octopus Future Generations VCT plc — Annual report and financial statements 2024 83
Exits
Name of company
Investment
theme
Year of
first
investment
Total
investment
cost £m
Valuation
as at
30 June 2023
£m Acquirer
Date of
exit
Perk Finance S.L.
(trading as Cobee)
1
Empowering
people Nov-22 2.6 2.5 Pluxee Sep-24
Neat SAS
1
Building a
sustainable
planet Nov-22 0.2
2
0.2 Secondaries Oct-24
1. This company has also been invested in by other funds managed by Octopus.
2. Partial disposal.
The company received £4.1 million
(
2023: £nil
)
from investments sold in the year. The book cost of these
investments when they were purchased was £2.8 million
(
2023: £nil
)
. 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.
10. Debtors
31 December 2024
£’000
30 June 2023
£’000
Deferred Consideration (current)
1
590 —
Deferred Consideration (non-current)
2
370 —
Prepayments 40 292
Accrued income 80 74
Trade debtors 41 —
Other debtors
3
45 13
Total 1,166 379
1. Proceeds on exits made during the period for which the disposal proceeds have not been received by the end
of the 18-month period but will be received within the next 12 months.
2. Proceeds on exits made during the period for which the disposal proceeds have not been received by the end
of the 18-month period and will be received after the next 12 months.
3. Other debtors for the period relates to a refund expected from LSE on fundraise.
9. Fixed asset investments continued
Disclosure
Level 3: Unquoted
investments
£’000
Book cost at 30 June 2023 24,892
Cumulative revaluation at 30 June 2023 3
Valuation at 1 July 2023 24,895
Movement in the period:
Purchases at cost 8,162
Disposal proceeds
1
(4,106)
Gain on realisation of investments
2
1,382
Change in fair value in period (3,564)
Valuation at 31 December 2024 26,769
Book cost at 31 December 2024 30,295
Cumulative revaluation at 31 December 2024 (3,526)
Valuation at 31 December 2024 26,769
1. Proceeds from exits made during the accounting period. Total proceeds realised from exits during the year
amounted to £4.1 million. This includes £3.1 million in cash proceeds received upon exit
(
as presented in the
Cash Flow Statement
)
and £1 million of proceeds deferred to future years.
2. Deferred proceeds have been revalued at year-end and have been netted against the
(
loss
)
/gain on disposal
of investments.
The investment portfolio is managed with capital growth as the primary focus.
The sensitivity of these valuations to a reasonable possible change in such
assumptions is given in Note 15.
Notes to the financial statements
continued
84 Octopus Future Generations VCT plc — Annual report and financial statements 2024
13. Share capital
31 December 2024
£’000
30 June 2023
£’000
Allotted and fully paid up: 53,941,104
(2023: 48,138,337) Ordinary shares of 0.1p 53,941 48,138
The capital of Future Generations VCT is managed in accordance with its investment policy
with a view to the achievement of its investment objective as set out on pages 11 and 12.
Future Generations VCT is not subject to any externally imposed capital requirements.
Capital is defined as shareholders’ funds, and Future Generations VCT’s 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. Future Generations VCT currently
has no borrowings nor does it anticipate that it will enter into any borrowing facilities
in the future to fund the acquisition of investments.
The Board considers the distributable reserves and the total return for the period 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 of Future Generations
VCT as at the date of the AGM for the period to the next AGM in accordance with Special
Resolution 10 in order to maintain sufficient liquidity in Future Generations VCT’s shares.
Capital management is monitored and controlled using the internal control
procedures set out on pages 51 and 52 of this report. The capital being managed
includes equity, cash balances and liquid resources including debtors and creditors.
0.1p Ordinary shares 31 December 2024 30 June 2023
Brought forward 48,138,337 32,569,178
Shares issued – fundraise 5,802,767 15,569,159
Shares issued – subscriber — —
Carried forward 53,941,104 48,138,337
Each share has full voting, dividend and capital distribution rights.
During the period 5,802,767 shares were issued at an average price of 94.4p per share:
2,027,485Ordinary shares under the offer launched on 31 January 2023 and 3,775,282
Ordinary shares under the offer launched on 31 January 2024. The gross consideration
received for these shares was £6million (£5 million net of fees).
11. Current asset investments
31 December 2024
£’000
30 June 2023
£’000
Money market funds 19,972 20,140
Total 19,972 20,140
The current asset investments consists of money market funds and are readily
convertible into cash at the option of Future Generations VCT. The current asset
investments are actively managed and the performance is evaluated in accordance
with a documented investment strategy. Information about them is provided
internally on that basis to the Board. Money market funds held at the end of the
period sit within Level 1 of the fair value hierarchy for the purposes of FRS 102, as set
out in Note 9.
12. Current liabilities
31 December 2024
£’000
30 June 2023
£’000
Applications cash
1
100 370
Trade creditors — 5
Other creditors
2
13 13
Accruals 83 130
Total 196 518
1. Applications cash is cash received from investors to Future Generations VCT but not yet allotted. The movement
in the applications cash creditor is reflected in the cash flow statement as application inflows not yet allotted.
2. Other creditors consists of 50,000 redeemable preference shares which were allotted and issued to Octopus
Investments Limited on 17 December 2021.
Notes to the financial statements
continued
Octopus Future Generations VCT plc — Annual report and financial statements 2024 85
Classification of financial instruments
Future Generations VCT held the following categories of financial instruments, all of
which are included in the balance sheet at fair value, at 31 December 2024:
31 December 2024
£’000
30 June 2023
£’000
Financial assets held at fair value through
profit or loss
Fixed asset investments 26,769 24,895
Money market funds 19,972 20,140
Total 46,741 45,035
Financial assets at amortised cost
Applications cash
1
100 370
Cash at bank 112 152
Debtors 1,166 379
Total 1,378 901
Financial liabilities at amortised cost
Creditors 96 148
Unallotted cash
1
100 370
Total 196 518
1. Applications cash and unallotted cash is cash received from investors by Future Generations VCT but not yet
allotted.
Fixed asset investments (see Note 9) are valued at fair value. Unquoted investments
are carried at fair value as determined by the Directors in accordance with IPEV
guidelines. The fair value of all other financial assets and liabilities is represented by
their carrying value in the balance sheet. The Directors believe that the fair value of
these assets held at the period end is equal to their book value.
14. Reserves
When Future Generations VCT revalues its investments during the period and at
the period end, any gains or losses arising are credited or 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 by way of a dividend are:
31 December 2024
£’000
30 June 2023
£’000
Opening balance (1,094) (321)
Movement in period (2,891) (773)
Carried forward (3,985) (1,094)
There are no reserves available for distribution as the balance is below zero, which is
not unexpected at this point in Future Generations VCT’s development.
15. Financial instruments and risk management
Future Generations VCT’s financial instruments comprise equity, cash balances
and liquid resources including debtors and creditors. Future Generations VCT 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.
Notes to the financial statements
continued
86 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Market risk continued
Only three investments valued using either a revenue multiple or calibration of
PRI. Consequently, portfolio valuations are less sensitive to market movements.
However, market sensitivities will become more relevant in future periods as the
portfolio matures and alternative valuation methodologies are adopted. A 10% overall
decrease in the valuation of the unquoted investments at 31 December 2024 would
have decreased net assets by £2.7 million (6% of net assets) and an equivalent change
in the opposite direction would have increased net assets by the same amount.
11% of the invested portfolio’s assets are exposed to USD (6% of net assets), along with
14% exposed to EUR (8% of net assets), 1% is exposed to more than one foreign currency,
with the remaining amount denominated in GBP. Overall, this results in £6.6 million
of the portfolio exposed to foreign currencies, or 14% of net assets. An increase in the
rate of 10% would decrease the net assets by £0.8 million (2% of net assets) with the
equivalent change in the opposite direction. The 10% sensitivity used provides the most
meaningful impact of average foreign exchange rate changes across the portfolio.
Interest rate risk
Some of Future Generation's financial assets are interest-bearing, of which some are at
fixed rates and some variable. As a result, Future Generations is exposed to interest rate
risk due to fluctuations in the prevailing levels of market interest rates.
Future Generations VCT’s floating rate investments comprise interest-bearing money
market funds as at 31 December 2024. Cash held at bank earns no interest due to the
HMRC VCT rule which prohibits a VCT from earning more than 30% of its income in
non-VCT qualifying income. The benchmark rate which determines the rate of interest
receivable on Future Generations VCT’s money market investment is the Bank of England
base rate, which was 4.75% at 31 December 2024
(
31 December 2023: 5.25%
)
. The
amounts held in floating rate investments at the balance sheet date were as follows:
31 December 2024
£’000
30 June 2023
£’000
Money market funds 19,972 20,140
Total 19,972 20,140
A 1% increase in the base rate would increase income receivable from these
investments and the net assets for the period by £200,000 (2023: £201,000).
15. Financial instruments and risk management continued
In carrying on its investment activities, Future Generations VCT 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 Future Generations VCT are market
risk, credit risk and liquidity risk. Future Generations VCT’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
Future Generations VCT’s strategy for managing investment risk is determined with
regard to Future Generations VCT’s long-term objective, as outlined on page 11 and
12. The management of market risk is part of the investment management process
and is a central feature of venture capital investment. Future Generations VCT’s
portfolio is managed in accordance with the policies and procedures described in
the Corporate Governance Report on pages 44 and 45, having regard to the possible
effects of adverse price movements, with the objective of maximising overall returns
to shareholders. Investments in unquoted companies, by their nature, usually involve
a higher degree of risk than investments in 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 Future
Generations VCT’s assets is regularly monitored by the Board.
Details of Future Generations VCT’s investment portfolio at the balance sheet date
are set out on page 89 and 90.
56% by value of Future Generations VCT’s net assets (100% of invested portfolio)
comprises investments in unquoted companies held at fair value. Whilst a variety of
valuation methodologies were considered for the valuation of the Future Generations
VCT, the portfolio has predominantly been valued using PRI or a milestone approach.
The milestone approach is used when a company has nil or nascent revenue making
a market (revenue multiple) approach inappropriate. The milestone adjustment is
applied to PRI in 25% increments (both positive and negative) based on a qualitative
assessment. An increase in the milestone adjustment of 25% would increase the net
asset value by £1.4 million (3%). Conversely, a decrease in the milestone adjustment of
25% would decrease the net asset value by £1.4 million (3%).
Notes to the financial statements
continued
Octopus Future Generations VCT plc — Annual report and financial statements 2024 87
Liquidity risk
Future Generations VCT’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, Future Generations VCT 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. Listed money market
funds are considered to be readily realisable as they are of high credit quality as
outlined above.
Future Generations VCT’s liquidity risk is managed on a continuing basis by the
Portfolio Manager in accordance with policies and procedures laid down by the Board.
Future Generations VCT’s overall liquidity risks are monitored on a quarterly basis by
theBoard. The Company has no debt, therefore no maturity analysis is required.
Future Generations VCT maintains sufficient resources in cash to pay accounts
payable and accrued expenses. At 31 December 2024 these resources were valued at
£20,084,000 (2023: £20,292,000).
16. Post balance sheet events
The following events occurred between the balance sheet date and the signing of
these financial statements:
•
1 new investments completed totalling £0.4 million and 3 follow-on investment
completed totalling £2 million
17. Contingencies, guarantees and financial commitments
There were no contingencies, guarantees or financial commitments as at 31December
2024 (2023: £nil).
18. Transactions with the Manager and Portfolio Manager
Future Generations VCT is classified as a full-scope Alternative Investment Fund under
the Alternative Investment Fund Management Directive (the ‘AIFM Directive’). Future
Generations VCT has appointed Octopus AIF Management Limited to provide the
services of an AIFM of a full-scope AIF. In accordance with its power to do so under
AIFMD, Octopus AIF Management Limited has delegated investment management to
Octopus Investments Limited, whilst retaining the obligations of a risk manager.
15. Financial instruments and risk management continued
Credit risk
There were no significant concentrations of credit risk to counterparties at
31December 2024 (2023: none).
Credit risk is the risk that a counterparty to a financial instrument will fail to discharge
an obligation or commitment that it has entered into with Future Generations VCT.
ThePortfolio 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 December 2024, Future Generations VCT’s financial assets exposed to credit risk
comprised the following:
31 December 2024
£’000
30 June 2023
£’000
Cash at bank 112 152
Money market funds 19,972 20,140
Applications cash 100 370
Total 20,184 20,662
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 major UK companies and institutions. Credit risk relating to loans to and
preference shares in unquoted companies is considered to be part of market risk.
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.
Future Generations VCT’s deposit and current accounts are maintained with HSBC
Bank plc. The Portfolio Manager has in place a monitoring procedure in respect of
counterparty risk which is reviewed on an ongoing basis. Should the credit quality
or the financial position of HSBC deteriorate significantly, the Portfolio Manager will
move the cash holdings to another bank.
Notes to the financial statements
continued
88 Octopus Future Generations VCT plc — Annual report and financial statements 2024
19. Related party transactions
Several members of the Octopus investment team hold non-executive directorships as
part of their monitoring roles in Future Generations VCT’s portfolio companies, but they
have no controlling interests in those companies.
Emma Davies, a Non-Executive Director of Future Generations VCT, previously held the
role of co-CEO of Octopus Ventures and she also holds shares in Octopus Capital Ltd. On
24 March 2023, Emma Davies ceased to be employed by Octopus Capital Limited and
therefore she is no longer considered a related party. Emma retired as a Non-Executive
Director of Future Generations VCT on 31 March 2024. No dividends have been paid to
the Directors of Future Generations VCT in the period (2023: £nil).
Details of the Directors and their remuneration can be found in the Directors’
Remuneration Report on pages 54 to 56.
20. Voting rights and equity management of top 10 investments
Investments
% equity held by
Future Generations
HelloSelf Limited 4.1%
Remofirst, Inc. 1.4%
Infinitopes Ltd 4.4%
Neat SAS 1.8%
TYTN Ltd (t/a TitanML) 3.0%
Apheris AI GmbH 3.4%
Menwell Limited (t/a Manual) 0.4%
Mr & Mrs Oliver Ltd (t/a Skin + Me) 0.6%
Intrinsic Semiconductor Technologies Ltd 5.0%
CoMind Technologies Ltd 1.4%
18. Transactions with the Manager and Portfolio Manager continued
Future Generations VCT paid Octopus AIF Management Limited £1,380,000 (2023:
£696,000) in the period as a management fee, after applying a rebate to maintain
the total ongoing charges below the 3% cap. The annual management charge (AMC)
is based on 2% of Future Generations VCT’s NAV. The AMC is payable quarterly in
advance and calculated using the latest published NAV of Future Generations VCT
and the number of shares in issue at each quarter end. Once the quarter has ended,
an adjustment will be made if the NAV at the end of the current quarter is calculated
and which differs from the NAV as at the end of the previous quarter. The Manager
will donate 10% of the management fee to the Octopus Giving Charitable Foundation,
which was set up in 2014 to help charities make the world a better place and which,
sinceinception, has donated more than £1 million to such worthy causes.
Octopus also provides Non-Investment Services to Future Generations VCT, payable
quarterly in advance. The fee is 0.3% of Future Generations VCT’s NAV, calculated at
quarterly intervals. The NISA fee is calculated using the latest published NAV of Future
Generations VCT and the number of shares in issue at each quarter end. As with the
AMC, an adjustment will be made once the quarter has ended if the NAV at the end of
the current quarter is calculated and which differs from the NAV as at the end of the
previous quarter. During the period £213,000 (2023: £122,000) was paid to Octopus
for Non-Investment Services. In addition, Octopus is entitled to performance-related
incentive fees, subject to Future Generations VCT’s total return at year end exceeding
the total return at the previous year end when an incentive fee was paid, or 97p if the
first incentive fee has not yet been paid (the ‘Excess’), equal to 20% of the Excess. No
performance fee will be paid prior to the financial year ending on 31 December 2025,
dividends (paid or declared) being equal to or greater than 10p per Ordinary share and
the total return exceeding 120p.
The cap relating to Future Generations VCT’s total expense ratio, that is the regular,
recurring costs of Future Generations VCT expressed as a percentage of its NAV,
abovewhich Octopus has agreed to pay, is 3.0%, and is calculated in accordance with
the AIC Guidelines.
Octopus AIF Management Limited remuneration disclosures
(
unaudited
)
Quantitative remuneration disclosures required to be made in this annual report in
accordance with the FCA Handbook FUND 3.3.5 are available on the website:
https://www.octopusinvestments.com/remuneration-disclosures/.
Notes to the financial statements
continued
Octopus Future Generations VCT plc — Annual report and financial statements 2024 89
Investment portfolio
Fixed asset investments Theme
Investment cost as at
31 December 2024
(£'000)
Amount invested in the 18 months to
31 December 2024
(£'000)
Apheris AI GmbH Empowering people 1,484 239
Awell Health BV Revitalising healthcare 242 242
Bloom! Meemo Media, Inc. Empowering people 642 0
CellVoyant Technology Ltd Revitalising healthcare 581 581
CoMind Technologies Ltd Revitalising healthcare 796 796
Correcto ESP, S.L. Empowering people 387 0
Drift Energy Ltd Building a sustainable planet 435 435
Elo Health, Inc. Revitalising healthcare 1,257 0
ExpressionEdits Ltd Revitalising healthcare 571 571
HelloSelf Limited Revitalising healthcare 2,551 0
Infinitopes Ltd Revitalising healthcare 1,611 0
Inflow Holdings Inc. Revitalising healthcare 1,012 0
Intrinsic Semiconductor Technologies Ltd Empowering people 880 0
Kita Earth Ltd Building a sustainable planet 691 0
LabGenius Ltd Revitalising healthcare 605 605
Little Journey Ltd Revitalising healthcare 627 250
Living Optics Ltd Empowering People 858 0
Manwell Limited Revitalising healthcare 870 870
Metris Energy, Inc. Building a sustainable planet 102 102
Mr & Mrs Oliver Ltd
(
t/a Skin + Me
)
Revitalising healthcare 991 0
Nanosynrinx Ltd Revitalising healthcare 420 420
Neat SAS Building a sustainable planet 574 0
Oto Health Inc. Revitalising healthcare 289 0
Ourotech Ltd
(
t/a Pear Bio
)
Revitalising healthcare 2,014 0
Pencil Biosciences Ltd Revitalising healthcare 218 218
90 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Investment portfolio
continued
Fixed asset investments Theme
Investment cost as at
31 December 2024
(£'000)
Amount invested in the 18 months to
31 December 2024
(£'000)
Perci Health Ltd Revitalising healthcare 578 0
Phlux Technology Ltd Empowering people 503 0
Pivotal Future Ltd Building a sustainable planet 767 0
Purrafinity Ltd Building a sustainable planet 507 32
Remofirst, Inc. Empowering people 1,161 1161
Secfix GmbH Empowering people 543 0
Swiipr Technologies Ltd Empowering people 609 609
Tympa Health Technologies Ltd Revitalising healthcare 3,717 1031
TYTN Ltd
(
t/a TitanML
)
Building a sustainable planet 451 0
Ufonia Ltd Revitalising healthcare 374 0
Vypercore Ltd Empowering people 377 0
30,295 8,162
Octopus Future Generations VCT plc — Annual report and financial statements 2024 91
Shareholder information and contact details
Share price
Future Generations VCT’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 OFG
Latest share price 25 April 2025 84.50p
Buying and selling shares
Future Generations VCT’s Ordinary shares can be bought and sold via a stockbroker
in the same way as any other company quoted on the London Stock Exchange. 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
Future Generations VCT operates a policy of buying its own shares for cancellation as
they become available, and envisages that purchases will be made at no greater than
a 5% discount to the prevailing NAV. Future Generations VCT is, however, unable to
buy back shares directly from shareholders. If you are considering selling your shares,
please contact Octopus Investments who can talk to you about the options available.
They will also be able to provide details of closed periods (when Future Generations
VCT is prohibited from buying shares) and details of the price at which it has been
bought, and can be contacted as follows:
Octopus Client Relations Team 0800 316 2295
investorsupport@octopusinvestments.com
If you are considering trading on the secondary market or would like to talk directly
to Future Generations VCT’s corporate broker, Panmure Liberum (UK) Limited
(‘Panmure’), they can be contacted as follows:
Chris Lloyd 020 7886 2716 chris.lloyd@panmureliberum.com
Paul Nolan 020 7886 2717 paul.nolan@panmureliberum.com
Future Generations VCT was incorporated on 17 November 2021, with over £32.1 million
in aggregate (£31.6 million net of expenses) raised through an offer for subscription
during the period to 30 June 2022. A further £15.2 million (£14.9 million net of expenses)
was raised through an offer for subscription during the period to 30 June 2023.
Further details of Future Generations VCT’s progress are discussed in the Chair’s
Statement and Portfolio Manager’s Review on pages 2 and 3 and 15 to 27 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% upfront income tax relief;
•
exemption from income tax on dividends paid; and
•
exemption from capital gains tax on disposals of shares in VCTs.
The principal activity of Future Generations VCT is to invest in a diversified portfolio of
UK smaller companies in order to generate capital growth over the long term as well
as an attractive tax-free dividend stream. Future Generations VCT has been granted
full approval as a VCT by HM Revenue and Customs HMRC.
In order to maintain its approval, Future Generations VCT must comply with certain
requirements on a continuing basis, including the provisions of Chapter 3 of the
Income Tax Act 2007, in particular s280A:
•
no single investment made can exceed 15% of Future Generations VCT’s total value; and
•
a minimum of 10% of each qualifying investment must be in Ordinary shares with no
preferential rights.
The below requirements will apply once Future Generations VCT has passed through
three accounting periods:
•
at least 80% of its investments must comprise ‘qualifying holdings’
1
(
as defined in the
legislation
)
; and
•
at least 70% of the 80% of qualifying holdings must be invested in Ordinary shares with
no preferential rights.
1. A ‘qualifying holding’ consists of up to £5 million
(
£10 million for knowledge-intensive companies
)
invested in any
one year in new shares or securities in an unquoted company
(
or companies quoted on AIM
)
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.
92 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Electronic communications
All Future Generations VCT’s reports, accounts and other correspondence are
published electronically. If you opt into receiving paper copies, we would encourage
you to consider switching to e-communications as this cuts the cost of printing and
reduces the impact on the environment. To do so, please contact Octopus on
0800 316 2295 or Computershare on 0370 707 1003. 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
oftenturn 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 offer for free
company reports.
Please note that it is very unlikely that either Octopus or Future Generations VCT’s
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
sharefraudand further information can be found on their website:
www.fca.org.uk/scamsmart/share-bond-boiler-room-scams.
You can report any share fraud to them by calling 0800 111 6768.
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 so tax advice
should be obtained before shareholders dispose of their shares.
Whilst there is no specific limit on the amount of an individual’s acquisition of shares
in a VCT, tax reliefs will only be given to the extent that the total of an individual’s
subscriptions or other acquisitions of shares in VCTs in any tax year do not exceed
£200,000. Qualifying investors who intend to invest more than £200,000 in VCTs in
any one tax year should consult their professional advisers.
Notification of change of address
Communications with shareholders are mailed to the registered address held on
theshare register. In the event of a change of address or other amendment, this
shouldbe notified to Future Generations VCT’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 the inside back cover.
Other information for shareholders
Shareholders can obtain a full copy of Future Generations VCT’s annual report on the
Octopus website at www.octopusinvestments.com/futuregenvct/.
All other statutory information can also be found here.
Shareholder information and contact details
continued
Octopus Future Generations VCT plc — Annual report and financial statements 2024 93
Glossary of terms
Total return per share
(
APM
)
Total return is calculated as movement in NAV per share in the period plus dividends
paid in the period. Total return on the NAV per share enables shareholders to evaluate
more clearly the performance of Future Generations VCT, as it reflects the underlying
value of the portfolio at the reporting date.
Total return %
(
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 Future Generations VCT, as it reflects the underlying value of the
portfolio at the reporting date.
Alternative performance measure
(
APM
)
A financial measure 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 Future Generations VCT’s progress. A number of terms within this glossary have
been identified as APMs.
Money Market Fund
(
MMF
)
:
A mutual fund that invests in highly liquid, short term investments. 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.
Net asset value or NAV
The value of Future Generations 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 Future Generations VCT is the sum of the underlying assets less
the liabilities of Future Generations VCT 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 Future Generations VCT in the future.
This is calculated by dividing the ongoing expenses, which includes the annualised
amount of the expenses listed out in Note 4 on page 78 but excludes irrecoverable
VAT, exceptional costs and trail commission, by the average net assets in the period.
94 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Notice is hereby given that the Annual General Meeting of Octopus Future
Generations VCT plc will be held at 33 Holborn, London, EC1N 2HT on 4 June 2025
at 10am for the purposes of considering, and if thought fit, passing the following
resolutions of which Resolutions 1 to 8 will be proposed as Ordinary Resolutions and
Resolutions 9 to 12 will be proposed as Special Resolutions:
Ordinary business
1. To receive and adopt the annual report and the audited financial statements for
the period ended 31 December 2024.
2. To approve the Directors’ Remuneration Report.
3. To re-elect Helen Sinclair as a Director.
4. To re-elect Joanna Santinon as a Director.
5. To re-elect Ajay Chowdhury as a Director.
6. To re-appoint BDO LLP as auditor of the Company and to authorise the Audit
Committee to determine its remuneration.
Special business
To consider and if thought fit, pass Resolutions 7 to 9 as Ordinary Resolutions and
Resolutions 10 to 12 as Special Resolutions:
7. Dividend Reinvestment Scheme
THAT, in accordance with article 147 of the Company's articles of association, the
Directors of the Company be and hereby authorised to offer holders of Ordinary
Shares the right to elect to receive Ordinary Shares, created as fully paid, instead
of the whole (or some part to be determined by the Board) of any dividend
declared on the period commencing on the date of this resolution and ending
on the fifth anniversary of this resolution pursuant to the Company's Dividend
Reinvestment Scheme.
8. Authority to allot relevant securities
THAT the Directors of the Company be and hereby are generally and
unconditionally authorised in accordance with Section 551 of the Companies
Act 2006 (the ‘Act’) to exercise all the powers of the Company to allot up to a
maximum of 71,409,748 Ordinary shares in the Company (‘Shares’) (representing
approximately 120% of the Shares 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, at the
conclusion of the Company’s next AGM following the passing of this Resolution
save that this authority shall allow the Company 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
9. Authority to allot relevant securities under the DRIS
THAT, in addition to existing authorities, the Directors of the Company be and
hereby are generally and unconditionally authorised in accordance with Section
551 of the Act to exercise all the powers of the Company to allot shares in the
Company up to a nominal amount of £2,975 in connection with the Company’s
Dividend Reinvestment Scheme (representing approximately 5% of the Shares
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 the Company’s next
AGM following the passing of this Resolution (unless previously renewed, varied
or revoked by the Company in general meeting) save that this authority shall
allow the Company 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.
Notice of Annual General Meeting
Octopus Future Generations VCT plc — Annual report and financial statements 2024 95
12. Authority to make market purchases
THAT the Company be and is hereby generally and unconditionally authorised to
make one or more market purchases (within the meaning of Section 693(4) of the
Act) of Shares of 0.1p each in the Company provided that:
(a) the maximum number of Shares so authorised to be purchased shall not
exceed 8,920,268 Shares, representing approximately 14.99% of the present
issued share capital as at the date of this Notice;
(b) the minimum price which may be paid for a Share shall be its nominal value;
(c) the maximum price, exclusive of expenses, which may be paid for a Share is
an amount equal to the higher of: (i) 105% of the average of the middle market
quotation for a Share taken from the London Stock Exchange Daily Official List
for the five business days immediately preceding the day on which the Share
is contracted to be purchased; and (ii) the amount stipulated by Article 5(6) of
the Market Abuse Regulation;
(d) the authority conferred by this Resolution shall (unless previously renewed,
varied or revoked in general meeting) expire on the date falling 15 months after
the passing of this Resolution or, if earlier, at the conclusion of the Company’s
next AGM following the passing of this Resolution; and
(e) the Company may enter into a contract to purchase its Shares under this
authority prior to the expiry of this authority which will or may be executed
wholly or partly after the expiry of this authority and the Company may make
a purchase of its Shares in pursuance of any such contract.
By Order of the Board
Helen Sinclair
Chair
28 April 2025
Special business continued
10. Empowerment to make allotments of equity securities
THAT conditional upon the passing of Resolution 8 above the Directors of the
Company be and hereby are empowered pursuant to Section 571 of the Act to
allot or make offers or agreements to allot equity securities (which expression shall
have the meaning ascribed to it in Section 560(1) of the Act) for cash pursuant
to the authority granted by Resolution 8 above, as if Section 561 of the Act did
not apply to any such allotment and so that: (a) reference to allotment of equity
securities in this Resolution shall be construed in accordance with Section 560(2) of
the Act; and (b) the power conferred by this Resolution shall enable the Company
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 any 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 the Company’s next AGM
following the passing of this Resolution.
11. Empowerment to make allotments of equity securities under the DRIS
THAT, conditional upon the passing of Resolution 9 above and in addition to
existing authorities, the Directors of the Company be and are hereby empowered
pursuant to Section 571 of the Act to allot or make offers or agreements to allot
equity securities (as defined in Section 560(1) of the said Act) for cash pursuant to
the authority granted by Resolution 9 above, as if Section 561 of the Act did not
apply to any such allotment and so that:
•
reference to allotment of equity securities in this Resolution shall be construed in
accordance with Section 560
(
2
)
of the Act; and
•
the power conferred by this Resolution shall enable the Company 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 any 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 the
Company’s next AGM following the passing of this Resolution (unless previously
renewed, varied or revoked by the Company in general meeting).
Notice of Annual General Meeting
continued
96 Octopus Future Generations VCT plc — Annual report and financial statements 2024
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 the Company 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 the registrar of the Company, 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 (excluding non-working days) 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. The Company may treat
as invalid a proxy appointment sent by CREST in the circumstances set out in
Regulation35(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 be aware 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 the Company’s website; or (c) if it is undesirable in the
best interests of the Company or the good order of the meeting.
Questions from our shareholders in relation to the AGM can be sent via email
to FGAGM@octopusinvestments.com. The Company may, however, elect to
provide answers to questions raised within a reasonable period of days after
theconclusion of the AGM.
(g) Members satisfying the thresholds in Section 527 of the Companies Act 2006
can require the Company to publish a statement on its website setting out any
matter relating to: (a) the audit of the Company’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 the Company ceasing to hold
office since the last AGM, that the members propose to raise at the meeting.
The Company 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 the Company’s auditor no later than the time it makes its statement available
on the website. The business which may be dealt with at the meeting includes any
statement that the Company has been required to publish on its website.
Notice of Annual General Meeting
continued
Octopus Future Generations VCT plc — Annual report and financial statements 2024 97
(h) Under Sections 338 and 338A of the Companies Act 2006, members meeting the
threshold requirements in those sections have the right to require the Company:
(i) to give, to members of the Company 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 in 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 the Company’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 the Company 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 Section311A
of the Companies Act 2006 is included on the Company’s website, www.
octopusinvestments.com/futuregenvct/. Copies of the Directors’ letters
of appointment, the Register of Directors Interests in the Ordinary shares of
the Company kept in accordance with the UK Listing Rules and a copy of the
Memorandum and Articles of Association of the Company will be available for
inspection at the registered office of the Company 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 25 April 2025 (being the last practicable date prior to the publication
of this Notice) the Company’s issued share capital consists of 59,508,123
Ordinary shares, carrying one vote each. Therefore, the total voting rights in the
Company as at 25 April 2025 are 59,508,123.
Notice of Annual General Meeting
continued
98 Octopus Future Generations VCT plc — Annual report and financial statements 2024
Board of Directors
Helen Sinclair
(
Chair
)
Joanna Santinon
Ajay Chowdhury
Company Number
Registered in England and Wales
No. 13750143
Secretary and Registered Office
Octopus Company Secretarial Services Limited
6th Floor
33 Holborn
London
EC1N 2HT
Portfolio Manager
Octopus Investments Limited
33 Holborn
London
EC1N 2HT
Tel: 0800 316 2295
www.octopusinvestments.com
Manager
Octopus AIF Management Limited
33 Holborn
London
EC1N 2HT
Tel: 0800 316 2295
www.octopusinvestments.com
Legal Entity Identifier
(
LEI
)
213800AL71Z7N2O58N66
Corporate Broker
Panmure Liberum Limited
Ropemaker Place, Level 12
25 Ropemaker Street
London
EC2Y 9LY
Tel: 020 3100 2022
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
Apex Plaza
Forbury Road
Reading
RG1 1SH
Bankers
HSBC Bank plc
31 Holborn
London
EC1N 2HR
Depositary
Thompson Taraz Depositary Limited
(
until 30September 2024
)
47 Park Lane
London
W1K 1PR
NatWest Trustee and Depositary Services Limited
(
from30 September 2024
)
250 Bishopsgate
London
EC2M 4AA
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
Tel: 0370 707 1003
(
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/
Directors and advisers
Octopus Investments
33 Holborn
London EC1N 2HT
0800 316 2295
investorsupport@octopusinvestments.com
octopusinvestments.com
Octopus Future Generations VCT plc|Annual Report 2024