Octopus Investments
33 Holborn
London EC1N 2HT
0800 316 2295
investorsupport@octopusinvestments.com
octopusinvestments.com
Octopus Future Generations VCT plc|Annual Report 2025
Annual Report
2025
Octopus Future
Generations VCT
Octopus Future Generations VCT
Find it fast
Strategic report
Key financials 1
Chair’s statement 2
Investment themes 4
How Future Generations VCT works 5
Portfolio Manager’s review 15
Operating responsibly 25
Section 172 statement 29
Risks and risk management 33
Business review 37
Governance
Board of Directors 40
Corporate governance report 41
Leadership and purpose 43
Division of responsibilities 44
Composition, succession and evaluation 45
Audit, risk and internal control 47
Management Engagement Committee 50
Directors’ remuneration report 51
Directors’ report 54
Financials
Directors’ responsibilities statement 59
Independent auditor’s report 60
Income statement 67
Balance sheet 68
Statement of changes in equity 69
Cash flow statement 71
Notes to the financial statements 72
Investment portfolio 86
Shareholder information and contact details 88
Glossary of terms 90
Notice of Annual General Meeting 91
Directors and advisers 95
Key dates
Annual General Meeting 9 June 2026
Half-year results to
30 June 2026 published September 2026
Octopus Future Generations VCT
Octopus Future Generations VCT
plc (‘Future Generations VCT’
or the ‘Company’) is supporting
businesses that address the most
significant challenges shaping the
markets of the future.
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 Future Generations VCT plc — Annual report and financial statements 2025 1
Key financials
Net assets (£’000)
Total value per share
1
Dividends paid in the year
Total return per share
2
Dividend yield %
4
Total ongoing charges
5
Total return per share %
3
Profit/(loss) after tax (£’000) NAV per share
£48,379
2024: £47,923
86.6p
2024: 88.8p
5.6p
2024: N/A
£(1,352)
2024: £(2,894)
(2.2)p
2024: (5.5)p
6.3%
2024: N/A
(2.5)%
2024: (5.8)%
3.0%
2024: 3.0%
1. Total value per share is an alternative performance measure, calculated as Net Asset Value
(
NAV
)
plus cumulative dividends paid since launch, as described in the glossary of terms.
2. Total return per share is an alternative performance measure, calculated as movement in NAV per share in the period plus dividends paid in the period, as described in the glossary of terms.
3. Total return % is an alternative performance measure, calculated as total return/opening NAV, as described in the glossary of terms.
4. Dividend yield is an alternative performance measure, calculated as dividends paid/opening NAV, as described in the glossary of terms.
5. The ongoing charges ratio has been calculated using the AIC recommended methodology and excludes irrecoverable VAT, exceptional costs and trail commission.
81.0p
2024: 88.8p
2 Octopus Future Generations VCT plc — Annual report and financial statements 2025
Company’s growth and ongoing deployment, a
subsequent offer was launched on 2 February 2026
seeking to raise up to £10million, with an over-allotment
facility available at the Board’s discretion. On 3April
2026, £2.8 million was allotted. The fundraise is
continuing into the new tax year, with an application
deadline of 26 May for the next allotment currently
scheduled for 29 May 2026.
The proceeds will go towards supporting both new
investment opportunities and follow-on funding into
selected existing portfolio companies.
Dividends
We are pleased that on 24 September 2025, the
Company paid a 5.6p special dividend, marking an
important milestone in its progress, as some of the
early investments start to mature and achieve exits.
This dividend was paid from the proceeds received from
the successful disposal of Cobee which occurred in
September 2024, the Company’s first full exit.
Following approval of the DRIS, at the Annual General
Meeting
(
AGM
)
in June 2025, 6% of shareholders have
decided to take advantage of the scheme and received
their dividend in the form of new Future Generations VCT
shares.
Chair’s statement
I would like to welcome all of our new shareholders to
the Company and thank our existing investors for their
continued support.
Octopus Future Generations VCT invests in early-stage,
technology-enabled businesses operating within three
investment themes: building a sustainable planet,
empowering people and revitalising healthcare. These
themes provide a clear framework for identifying
companies tackling meaningful challenges, while
remaining focused on generating strong long-term
returns for shareholders.
The NAV per share at 31 December 2025 was 81.0p,
representing a total return of -2.5% over the year. Net
assets at the year-end were £48.4 million and the loss for
the year was £1.4 million. Total return per share for the
year, calculated as the movement in NAV per share plus
dividends paid, was -2.2p.
Although stock markets performed well during 2025,
conditions for early-stage growth companies remained
more challenging and valuations in parts of the venture
market softened. As a result, the year-end valuations
of some of our portfolio companies were adjusted to
reflect these market conditions. The fall in NAV was
driven by both broader valuation movements and
differing performance across individual companies in
the portfolio. These valuation movements do not alter
our conviction in the long-term opportunity set within a
venture portfolio.
As a relatively young VCT, many of our companies are
still in the early stages of development, where progress
can be uneven and value creation takes time. While this
can result in short-term variability, it also means the
portfolio retains the prospect of future value creation as
businesses mature and move towards exit opportunities.
With a new Lead Fund Manager in place and an
expanded, dedicated investment team, we believe the
Company is well positioned to support its portfolio
companies and capture future upside as market
conditions evolve.
During the year, the Company utilised £12.2 million of
cash resources, comprising £7.3 million in investments,
£3.1 million in dividends
(
net of the Dividend
Reinvestment Scheme
(
DRIS
))
, and £1.8 million in
management fees and other running costs.
At 31 December 2025, the Company held cash and
liquid resources of £14.3 million, representing 30% of net
assets, providing flexibility to support existing portfolio
companies and invest in new opportunities.
Portfolio Manager and a new dedicated team
Within Future Generations VCT, there has been a senior
leadership change and we are pleased to announce
the appointment of Luke Edis as the new Lead Fund
Manager. The Portfolio Manager’s Review can be found
on page 15, with further details on the wider team
detailed on pages 7 and 8 of this report.
Fundraise
The Company’s offer to raise £5 million closed fully
subscribed on 1April 2025. To further support the
Helen Sinclair
Chair
I am pleased to present the financial report and audited accounts for the Company for the year
to 31 December 2025.
Key financials
Total net assets
£48.4
million
NAV per share
81.0p
Dividends paid
in the year
5.6p
Octopus Future Generations VCT plc — Annual report and financial statements 2025 3
Chair’s statement
As referenced in the half-year report, Octopus Titan VCT
plc, a fund alongside which the Company has historically
co-invested, undertook a strategic review during 2024-25
in response to significant performance challenges. That
review has now concluded and a revised strategy has
been communicated to Titan shareholders.
Under this revised approach, Titan is prioritising improving
the performance and realisation prospects of its existing
portfolio, rather than pursuing new investments at this
stage. This provides Future Generations VCT with the
opportunity to develop its own dedicated pipeline of new
investments. The existing portfolio provides exposure
across multiple sectors and stages of development,
forming a solid foundation from which the Company can
seek to generate long-term value for shareholders.
As part of the Titan strategic review, Octopus committed
to strengthening the senior investment resource within
Octopus Ventures and establishing a dedicated portfolio
optimisation function. The Board welcomes this increased
focus on team capability and enhanced oversight of
portfolio management. These additions are intended to
deepen sector expertise, strengthen portfolio oversight and
increase focus on value creation and realisations from more
mature investments. As at March 2026, Octopus Ventures
had hired five individuals to support portfolio optimisation
and two individuals dedicated to originating and executing
Future Generations’ new investment opportunities.
VCT status and qualification
In the November 2025 Budget, the Government
announced two changes affecting VCTs. Firstly,
the annual investment limits for qualifying investee
companies were increased. This provides greater flexibility
for Future Generations VCT to continue supporting
portfolio companies as they scale. While the Company
remains focused on disciplined capital allocation, these
changes offer additional flexibility in managing and
supporting the portfolio over time.
Secondly, the rate of upfront income tax relief for new
VCT subscriptions was reduced from 30% to 20% for
investments made on or after 6 April 2026. While VCTs
will continue to offer income tax relief, tax-free dividends
and exemption from capital gains tax on disposal, the
reduction in upfront relief is expected to impact investor
demand across the sector. Your Board of Directors will
continue to monitor this in future periods.
We are pleased to report that the Company met the
requirement for at least 80% of its funds to be invested
in VCT-qualifying holdings throughout the year ended
31December 2025. The balance of funds will continue to be
invested in permitted non-VCT qualifying investments or cash.
AGM
The AGM will take place on Tuesday 9 June 2026 at 10am
and will be held at 33Holborn, London EC1N 2HT.
Full details of the business to be conducted at the AGM are
set out in the Notice of AGM as set out on pages 91 to 94.
The meeting will include a Portfolio Manager’s update.
Shareholders’ views are important to the Board, and we
strongly urge shareholders to vote on the resolutions
set out in the Notice of AGM, either by completing and
returning the proxy form or by voting electronically at
www.investorcentre.co.uk/eproxy.
The Board has carefully considered the business to be
proposed at the AGM and unanimously recommends
that shareholders vote in favour of all resolutions, as the
Directors intend to do in respect of their own shareholdings.
Outlook
The decline in NAV during the year reflects a continued
recalibration across venture markets and the natural
variability inherent in building an early-stage portfolio.
While some portfolio companies continue to make
encouraging commercial progress, others are navigating a
more demanding funding and operating environment. The
Board is mindful of the escalation of conflict in the Middle
East subsequent to the year end. As this has occurred after
31 December 2025, its potential impact is not reflected in
the Company’s valuations at the balance sheet date. The
situation remains highly uncertain and the Board, together
with the Manager, continues to monitor developments
closely and assess any potential implications for the
portfolio and broader market conditions.
We believe the Company is entering its next phase with
a strong foundation: a diversified portfolio, enhanced
senior investment leadership and a growing pipeline of
new investment opportunities. The investment team is
now operating with increased senior resource and portfolio
optimisation support, sharpening the focus on value
creation and realisations. The Company is well positioned
to originate and select exciting investments that are highly
aligned with its core themes and long-term strategy.
Greater valuation discipline across parts of the venture
market is contributing to a more measured environment
for new investments. Combined with the scale, network
and operational support of the Octopus Ventures
platform, we believe the Company is well positioned
to deploy capital selectively and to support its existing
portfolio through the next stage of development.
Early-stage venture capital requires patience and a long-
term perspective. While short-term valuations can move
with market conditions, the Board remains confident
in the steps taken to strengthen investment leadership
and portfolio oversight. We believe these actions,
combined with the inherent long-term opportunity within
the portfolio, should position the Company to deliver
sustainable value creation for shareholders over time.
Helen Sinclair
Chair
28 April 2026
continued
4 Octopus Future Generations VCT plc — Annual report and financial statements 2025
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 saferplace.
Given the pace of current technological
development, AI will often form a core part of
this transformation.
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 the Company’s investment focus by portfolio value as a
percentage.
14%
Building a
sustainable
planet
52%
Revitalising
healthcare
34%
Empowering
people
Read more about our investments
on page 18 to 22
Octopus Future Generations VCT currently invests in three key themes that we believe
demonstrate excellent investment prospects and have potential to transform outdated
industries for the better.
Supporting businesses that address the most significant
challenges shaping the markets of the future.
Octopus Future Generations VCT plc — Annual report and financial statements 2025 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. The team takes a measured and selective
approach to investing, providing access to a consistent
flow of opportunities that demonstrate clear commercial
potential and fit with the Company’s long-term strategy.
Octopus Ventures is supported by a number of specialist
functions: the People & Talent team who support
portfolio companies with leadership and organisational
growth and Portfolio support team members, who
contribute to structured oversight and performance
monitoring.
The opportunity
We are living in a period of unprecedented change. Entire
industries are transforming at an increasingly fast rate—
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 in solving these
problems.
We believe the 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
Octopus Future Generations VCT invests in unquoted
smaller companies, armed with innovative technology,
talented management teams and often in sectors
primed for disruption. The VCT is now in its fifth year and
has a diversified portfolio of 38 companies spanning all
three investment themes.
How Future Generations VCT works
6 Octopus Future Generations VCT plc — Annual report and financial statements 2025
Investment strategy
What and who Future Generations VCT invests in:
As an investment team, this means:
Best in class teams
with deep domain
expertise
1
Big market
opportunity
2
Innovative
technology
3
Rapid pace
of growth
4
Alignment with
one of the three
investment themes
5
4-8
Typical number of new early-stage
investments per year
Return
Significant multiples on initial
investment
£100,000 to
£10million
Initial investment range
(
typically
£250,000 to £5million
)
Invest
further
Where returns
can be enhanced
How Future Generations VCT works
Octopus Future Generations VCT plc — Annual report and financial statements 2025 7
How Future Generations VCT works
Spotlight on the team
A maturing fund with a dedicated team and independent investment approach
Octopus Future Generations VCT is entering the next
phase of its development, where earlier investments
begin to mature and deliver returns. Having established
a diversified early-stage portfolio, the Company now
benefits from a dedicated investment team, with clear
leadership and an independent approach to sourcing and
executing investments.
This evolution reflects the Company’s evolving scale and
maturity, as it moves from its formative years into a phase
focused on NAV growth from building a distinctive pipeline
of opportunities and making independent investment
decisions aligned to its long-term strategy.
Luke Edis
Lead Fund
Manager
Investment team
Dedicated leadership for Future
Generations VCT
Luke Edis has been appointed Lead Fund Manager
for Octopus Future Generations VCT and leads
a dedicated team responsible for stewarding the
Company and executing its investment strategy.
Luke joined Octopus Ventures in 2026 to head up
Future Generations VCT. Prior to this, he was an
Investment Director at Beringea, a UK and US
generalist venture capital fund where he spent seven
years sourcing, executing and supporting early-stage
investments as they scaled. During this time, he
worked closely with founders and management teams
across a range of sectors.
Earlier in his career, Luke was part of the investment
team at Passion Capital, one of Europe’s most active
seed funds, and gained operating experience as Head
of Business Development and employee number two
at Fundstack
(
now Attio
)
, an AI-enabled CRM business.
He began his career advising small and mid-cap
companies on mergers and acquisitions at Silverpeak,
a UK boutique investment bank.
From co-investment to independent
origination
In its early years, Future Generations VCT benefited
from co-investing alongside other Octopus-managed
funds, helping to efficiently establish a diversified
portfolio.
As the portfolio has grown and matured, the
Company is now taking the next step by originating
and executing investments independently, while
continuing to support existing portfolio companies
through follow-on funding where appropriate.
This approach allows the investment team to:
•
Build conviction through direct sourcing and due
diligence;
•
Shape portfolio construction deliberately over time;
and
•
Make investment decisions tailored specifically to
the objectives of Future Generations VCT.
The Board believes this transition marks an important
milestone in the Company’s development and
supports its ambition to generate long-term value for
shareholders.
8 Octopus Future Generations VCT plc — Annual report and financial statements 2025
How Future Generations VCT works
Portfolio Support
Supporting disciplined growth across a
maturing portfolio
Future Generations VCT is supported by portfolio
team members offering a specialist capability
designed to introduce greater structure, consistency
and discipline as the portfolio grows in size and
complexity.
Embedded within the investment team, they
support:
•
Portfolio monitoring and performance tracking;
•
Structured approaches to value creation and risk
management; and
•
Improved visibility and reporting across the
portfolio.
As Future Generations VCT continues to expand
its portfolio and progress towards later stages of
company development, this capability helps ensure
that investments are managed with appropriate
rigour and foresight.
People and Talent team
Building strong teams behind growing
businesses
The People and Talent team provides dedicated,
hands-on support to portfolio companies as they
build leadership capability, scale teams and develop
resilient organisations.
For Future Generations VCT, this support is
particularly valuable as companies move beyond
their earliest stages and face increasingly complex
challenges around hiring, leadership development,
organisational design and culture.
The People and Talent team works closely with
founders and management teams to:
•
Support senior and specialist hiring;
•
Develop leadership capability as organisations
scale;
•
Strengthen organisational structures and culture;
and
•
Improve retention and long-term team stability.
Strong teams and effective leadership are critical
enablers of execution and growth, and this capability
supports the Company’s ambition to back businesses
that can scale sustainably over time.
Bringing it together
As Octopus Future Generations VCT matures, its
dedicated investment leadership, structured portfolio
capability and embedded people and talent support
should combine to create a coherent and scalable model
for long-term value creation.
Together, these teams support the Company’s transition
towards independent investment origination, disciplined
portfolio management and active ownership. The
Board believes this integrated approach positions
Future Generations VCT well as it continues to develop a
distinctive portfolio of businesses addressing some of the
most significant challenges shaping the markets of the
future.
Spotlight on the team
continued
Octopus Future Generations VCT plc — Annual report and financial statements 2025 9
Creating value
How Future Generations VCT creates value for shareholders
What makes Future Generations VCT
different
The Octopus Ventures team
Octopus Future Generations VCT is managed by
Octopus Ventures, known for its expertise in identifying
and supporting innovative businesses. The team’s
experience and network bring significant advantages
to investors. The team takes a measured and selective
approach to investing, completing a small number of
new investments each year. For Future Generations VCT,
this provides access to a consistent flow of opportunities
that demonstrate clear commercial potential and
fit with the VCT’s long-term strategy. The Octopus
Ventures team started deploying its first VCT in 2008
and has since scaled to manage more than £1.6 billion
1
.
Octopus Ventures 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
Practical support, guidance and specialist knowledge are
all things an early-stage company needs to accelerate its
growth. The investment team is supported by a Portfolio
Optimisation and People and Talent team. The People and
Talent team offer direct support, expertise and access to
programmes and platforms to help the investee company
management teams scale their businesses and identify
the best opportunities for exits. This offers a competitive
advantage when Octopus Ventures is looking to secure
the chance to invest in the best smaller companies in the
market.
Co-investing with Octopus Venture Funds
In its early years, Future Generations VCT co-invested
with other Octopus Ventures’ Funds, to help accelerate
it in establishing a strong foundation of high-quality
investments. As the portfolio has reached scale and is
beginning to mature, the team is now focused on building
an independent pipeline while continuing to support
existing companies where appropriate. The balanced
approach of combining follow-on backing with selective
origination of new standalone investments, is expected
to drive greater diversification over time. Pleasingly, the
first of these independent investments completed in April
2026.
What the Octopus Ventures team do
1. How Octopus Ventures finds portfolio companies
1. Active network management and deal monitoring.
2. Advanced technology used to support deal sourcing.
3. Historically thousands of potential investment
opportunities reviewed.
4. Typically resulting in four to eight 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
usually looks to take a material initial equity stake in the
business.
How Future Generations VCT works
1
Octopus Investments, 30 September 2025.
10 Octopus Future Generations VCT plc — Annual report and financial statements 2025
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.
As at 31 December 2025, 69% is derived from the
value of the underlying investments.30% 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 cash available
forfunding companies.
By owning shares in Future Generations VCT you gain access to a portfolio of38 early-stage
companies with high-growth potential operating across a diverse range of sectors.
NAV
breakdown
30%
1%
28%
41%
Top ten
The value of the top ten investments
asat 31 December 2025
Other investments
Value of the remaining portfolio
investments as at 31 December 2025
Cash
Value of cash in bank and money
market funds
Other
Value of debtors less creditors
Read more in the Financials
section on pages 67 to 85.
How Future Generations VCT works
Octopus Future Generations VCT plc — Annual report and financial statements 2025 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 the Company’s success in meeting these
objectives. Some of these are classified as alternative
performance measures
(
APMs
)
in line with Financial
Reporting Council
(
FRC
)
guidance.
1
These KPIs are defined as alternative performance measures
(
APMs
)
and are explained in more detail in the Glossary of terms on page 90.
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 is expected to
distribute the majority of capital growth as dividends over
the long term.
Performance over the period
The NAV per share has declined from 88.8p last year to
81.0p. This reduction reflects a combination of broader
valuation adjustments across parts of the early-stage
venture market and company-specific performance
challenges within certain portfolio holdings, including one
investment that entered administration during the period.
As a relatively young VCT, the portfolio remains weighted
towards earlier-stage companies where progress can be
uneven and valuation movements more pronounced.
While this can result in short-term volatility, it is a typical
feature of venture investing at this stage of the portfolio’s
development, before investments begin to mature and
performance becomes more consistent.
The investment team remains focused on disciplined
capital allocation, active portfolio oversight and
supporting companies as they progress towards key
commercial milestones and, over time, realisations.
NAV per share
1
1
2024
88.8p
2025
81.0 p
2025 change
-8.8%
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. The total
return per share reflects both the movement in NAV and
dividends paid during the year. The principal drivers of
the decline in NAV are described in further detail under
objective 1. As a dividend was paid in the period, total
return differs from the NAV movement alone and provides
a fuller measure of shareholder performance.
2024
88.8p
2025
86.6 p
2025 change
-2.5%
For further details see the
Glossary of terms on page 90
12 Octopus Future Generations VCT plc — Annual report and financial statements 2025
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 no more than 3.0%.
Performance over the period
The total ongoing charges were 3.0% as at 31 December
2025.
Total ongoing charges are capped at 3.0% of net assets.
For the period to 31 December 2025, the ongoing charges
exceeded this cap and a rebate was paid from the
Portfolio Manager for the amount of £51,000.
Total ongoing charges
1
3
2024
3.0%
2025
3.0%
2025 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 twelve months of the end of the accounting period
in which the VCT issued the shares.
Performance over the period
83%
(
as measured by HMRC rules
)
by value of Future
Generations VCT’s investments has been represented at
the end of 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
2024
96%
2025
83%
2025 change
-13.0%
1
These KPIs are defined as alternative performance measures
(
APMs
)
and are explained in more detail in the Glossary of terms on page 90.
Measuring our performance
continued
Octopus Future Generations VCT plc — Annual report and financial statements 2025 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. The cash
and cash equivalents balance includes cash at bank and funds in money market accounts.
•
£m
Management
fees
Other
costs
Fundraise Money market
funds income
Disposal
proceeds
New
investments
Follow-on
investments
Dividends
paid
Cash as at
31 December 2025
1
Cash as at
31 December 2024
1
20.2
0.6
5.0
(1.0)
0.8
(2.3)
(5.0)
(3.1)
(0.9)
14.3
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 2025
NAV bridge
The following graph shows the increases and decreases contributing to the movement in the NAV per share during the year.
•
NAV as at
31 December 2024
Unrealised
fixed asset
investment
valuation uplifts
Unrealised
fixed asset
investment
valuation
downgrades
Realised gain
on disposal
of fixed asset
investments
Investment
income
Management
fee
Dividends NAV
before dividend
Other
running
costs
NAV as at
31 December 2025
0
20
40
60
80
100
Increase Decrease
Total
NAV per share (p)
88.8
7.1
(8.1)
—
1.4
(1.6)
(5.6)
86.6
(1.0)
81.0
How Future Generations VCT works
Creating value for the long term
continued
Octopus Future Generations VCT plc — Annual report and financial statements 2025 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 at 31 December 2025 was 81.0p per share, compared with 88.8p per share at 31 December 2024. During the year, the Company paid dividends of 5.6p per share. When these
dividends are added back, the total return per share for the year was -2.5%. The decline reflects continued valuation pressure across private markets, alongside company-specific
performance challenges within parts of the portfolio.
Below is a breakdown of the 38 investments held as at 31 December 2025, 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
29%
£11.2m
£17.4m
53%
18%
£4.8m
During the year, the value of 16 portfolio companies was
reduced, resulting in a collective decrease of £4.8million.
The largest contributors to this decline were Pivotal,
HelloSelf and DoublewordML.
In the case of Pivotal, the company entered
administration, resulting in a full write-down of the
investment value to £nil
(
2024: £0.8 million
)
. While
disappointing, outcomes of this nature are an inherent
feature of early-stage venture investing. For HelloSelf
and DoublewordML, valuation changes reflected a mix
of company-specific and wider market factors. Some
businesses did not meet the growth or operational
targets that had supported their previous valuations,
while others experienced more difficult trading
conditions, including slower revenue growth and weaker
customer demand.
In addition, some companies found it more challenging
to secure further funding, either on the expected
timetable or on similar terms to previous rounds. This
reflects the more cautious investment environment that
has persisted across private markets.
Across the venture ecosystem, and outside of the
AI sector, funding rounds have remained somewhat
constrained, with investors placing increased emphasis
on capital efficient growth, and clear pathways
to sustainability and profitability. Where portfolio
companies have been unable to demonstrate sufficient
progress against their milestones, valuations have been
adjusted accordingly to reflect the heightened execution
and financing risk. These broader market dynamics have
contributed to valuation compression across segments
of the portfolio during the year.
Notwithstanding this, 14 companies recorded upward
valuation movements during the year, delivering a
collective increase in value of £4.3 million. The strongest
contributors were Manual, Remofirst and Secfix. These
uplifts reflect businesses that have delivered strong
revenue growth, improved unit economics, secured
strategic customer wins, or completed funding rounds at
higher valuations. The performance of these companies
demonstrates that well-positioned businesses can
continue to scale and attract capital, even in more
demanding market conditions.
While the year has been challenging from a valuation
perspective, the portfolio remains diversified across
sectors and stages, and we continue to see encouraging
operational progress across a number of our larger
holdings. In several cases where valuations were reduced,
the underlying businesses retain differentiated technology,
strong management teams and credible routes to
recovery. We continue to work closely with management
teams to reinforce cost discipline, extend runway where
necessary and sharpen execution. Where companies are
delivering against agreed milestones and demonstrate
attractive long-term prospects, we will consider providing
follow-on capital to support value creation.
Venture investing is inherently cyclical, and periods of
valuation adjustment are not uncommon following
extended phases of capital availability and higher
pricing. We believe the repricing seen across the market
is encouraging greater discipline in funding decisions
and a stronger focus on sustainable growth. The
Company remains well positioned to support its existing
portfolio and to deploy capital selectively into exciting
new opportunities.
During the year, the Company received deferred
proceeds from the sale of Cobee, which initially
completed in 2024. Further deferred amounts may
become payable in the future if agreed exit metrics are
achieved.
The return on the Company’s uninvested cash reserves
was £0.8 million in the year to 31 December 2025
(
31December 2024: £1.4 million
)
, driven by income from
money market funds. The Board’s objective for these
investments remains to generate sufficient returns
through the cycle to contribute to operating costs while
maintaining limited risk to capital.
Overview of investments
The Company completed ten investments in the twelve
months to 31 December 2025
(
comprising a total of £7.3
million
)
and three further investments after the reporting
date totalling £0.7million. More information on some of
these businesses can be found below:
A selection of new investments
Automata has incorporated its low-cost
collaborative robot into an automation as-a-solution
service for clinical labs.
Cyb3r Operations a cybersecurity platform that
helps organisations detect unknown third-parties,
assess their risk, and automate the response.
Lab Genius a next-generation platform leveraging
machine learning to develop novel therapeutic
antibodies.
SLAMcore spatial AI for robots and drones.
16 Octopus Future Generations VCT plc — Annual report and financial statements 2025
Portfolio Manager’s review
continued
Octopus Future Generations VCT plc — Annual report and financial statements 2025 17
Portfolio Manager’s review
continued
Valuations
1
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 twelve 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.
‘Milestone analysis’ is used for very early-stage
investments that are not yet generating revenue, value
is estimated by starting with the price from the most
recent funding round. This is then adjusted based on the
company’s progress against qualitative milestones, such
as product development, customer growth, or regulatory
approvals, to reflect any increase or decrease in value.
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 10 of the financial
statements.
50%
17%
20%
13%
11
5
9
5
8
Multiples
Milestone analysis
External price
External price
Scenario analysis
Scenario analysis
Valuation
methodology
by value
Valuation
methodology
by number of
companies
Milestone analysis
Write off
Multiples
1
Data as at 31 December 2025.
18 Octopus Future Generations VCT plc — Annual report and financial statements 2025
Portfolio Manager’s review
continued
An open, integrated, lab automation
solution, designed to help labs unlock
theirpotential.
Creating sustainable environmental
solutions for tackling some of the world’s
most pressing challenges.
Pioneering affordable and easy-to-use
hyperspectral cameras for the mass
market.
Automata develops technology that enables
scientific and medical laboratories to automate
routine processes that are often performed manually.
Its platform combines robotic laboratory benches
with user-friendly software, allowing labs to set up
and run workflows such as sample preparation and
testing with minimal ongoing supervision. This helps
to improve speed, accuracy and consistency in
areas including genetics, drug discovery and clinical
diagnostics. Unlike traditional lab automation, which
typically involves separate specialist instruments
that still require frequent human input, Automata
offers an integrated approach designed to deliver
walkaway time while making efficient use of lab
space. The company’s aim is to make advanced
automation practical and accessible for a wide range
of laboratories.
Founded in 2015 and originating from Imperial
College London, Puraffinity is a science-driven
technology company developing advanced materials
that remove PFAS
(
forever chemicals
)
from water. It
designs adsorbent media with molecular structures
engineered to attract and bind specific pollutants,
enabling more effective, compact and cost-efficient
water treatment. The technology can be applied
across different water types and use cases, including
point-of-use systems, municipal drinking water,
groundwater remediation, industrial manufacturing,
airports and military bases, and sectors such
as oil and gas. Puraffinity’s mission is to provide
sustainable solutions for addressing persistent and
emerging water contaminants.
Living Optics, founded in 2020 from the University of
Oxford’s Physics department, develops hyperspectral
cameras for broader commercial adoption.
Hyperspectral imaging captures detailed information
beyond what conventional cameras can detect,
which can help identify materials and changes that
are not visible to the human eye. This capability
supports applications such as plastics sorting,
greenhouse gas detection and tumour detection.
Living Optics combines patented optical techniques
with tailored machine learning to reduce the size,
complexity and cost of hyperspectral systems,
which have traditionally been limited to research
environments. Its VIS–NIR snapshot camera captures
hyperspectral data in real time at video frame rates,
enabling researchers and developers to analyse
scenes quickly and at scale.
Portfolio case studies
Automata Puraffinity Living Optics
Octopus Future Generations VCT plc — Annual report and financial statements 2025 19
Portfolio Manager’s review
continued
Top 10 investments
Here, we set out the cost and valuation of the top ten
holdings, which account for over 59% of the value of the
portfolio.
Portfolio
Investment
theme
Investment
cost
Valuation at
31 December 2025
1
£2.8m
£2.8m
2
£0.9m
£2.8m
3
£1.2m
£2.4m
4
£2.3m
£1.9m
5
£2.6m
£1.8m
6
£0.6m £1.8m
7
£1.5m
£1.7m
8
£1.2m
£1.6m
9
£1.5m
£1.6m
10
£1.1m
£1.5m
Top
10
Key:
Revitalising healthcare
Empowering people
Building a sustainable planet
Manual
20 Octopus Future Generations VCT plc — Annual report and financial statements 2025
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
CoMind Technologies Ltd
Menwell Limited
(
t/a Manual
)
Remofirst, Inc. Infinitopes Ltd
Development of non-invasive brain reading
technology.
2nd Floor, 210 Pentonville Road, London, United Kingdom,
N1 9JY
comind.io
Providing easy access to advice and
medical support for diagnosis, custom
treatment plans and holistic care to induce
long-term behaviour change.
Bronze Building, 105 Sumner Street, London, United
Kingdom, SE1 9HZ
www.manual.co
Global payroll and compliance system for
remote teams.
415 Mission Street, San Francisco, California 94105,
United States
www.remofirst.com
Has built an antigen discovery platform to
develop cancer vaccines with the aim of
providing better treatment outcomes.
BioEscalator Innovation Building, Oxford University,
696Roosevelt Drive, Oxford, England, OX3 7FZ
www.infinitopes.com
Initial investment date: November 2023
Investment cost: £2.8m
(2024: £0.8m)
Valuation: £2.8m
(2024: £1.0m)
Last submitted 31 December 2024
accounts:
Turnover: Not available
2
(2024: Not available
2
)
Profit/(loss) before tax: Not available
2
(2024: Not available
2
)
Net assets: £12.4m
(2024: £ 17.1m)
Valuation External price
methodology: 2024: Milestone analysis
Initial investment date: May 2024
Investment cost: £0.9m
(2024: £0.9)
Valuation: £2.8m
(2024: £1.5m)
Last submitted 31 December 2024
accounts:
Turnover: £104.4m
(2024: £54.7m)
Profit/(loss) before tax: £14.4m
(2024: £(7.9)m)
Net assets: £26.7m
(2024: £11.8m)
Valuation Multiples
methodology: 2024: Last round
Initial investment date: February 2024
Investment cost: £1.2m
(2024: £1.2m)
Valuation: £2.4m
(2024: £1.7m)
Last submitted Not available
2
accounts:
Turnover: Not available
2
(2024: Not available
2
)
Profit/(loss) before tax: Not available
2
(2024: Not available
2
)
Net assets: Not available
2
(2024: Not available
2
)
Valuation Multiples
methodology: 2024: Last round
Initial investment date: December 2022
Investment cost: £2.3m
(2024: £1.6m)
Valuation: £1.9m
(2024: £1.6m)
Last submitted 31 December 2024
accounts:
Turnover: Not available
2
(2024: Not available
2
)
Profit/(loss) before tax: Not available
2
(2024: Not available
2
)
Net assets: £4.6m
(2024: £9.3m)
Valuation External price
methodology: 2024: Last round
1 2 3 4
Top 10 investments in detail
1
Octopus Future Generations VCT plc — Annual report and financial statements 2025 21
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 Neat SAS
Intrinsic Semiconductor
Technologies Ltd
A digital, personalised psychological
therapy and coaching platform.
9th Floor, 107 Cheapside, London, United Kingdom,
EC2V 6DN
www.helloself.com
An embedded insurance platform that
gives merchants the ability to provide
insurance bundles to their customers at a
competitive rate.
117 Quai de Bacalan, Bordeaux, Nouvelle-Aquitaine, 33000,
France
www.neat.eu
Next generation memory for computers.
9th Floor, 107 Cheapside, London, United Kingdom,
EC2V 6DN
www.intrinsicsemi.com
Initial investment date: January 2023
Investment cost: £2.6m
(2024: £2.6m)
Valuation: £1.8m
(2024: £2.6m)
Last submitted 31 March 2025
accounts:
Turnover: £6.1m
(2024: £6.5m)
Profit/(loss) before tax: £(5.1)m
(2024: £(6.5)m)
Net assets: £3.8m
(2024: £8.7m)
Valuation Multiples
methodology: 2024: Calibration
Initial investment date: November 2022
Investment cost: £0.6m
(2024: £0.6m)
Valuation: £1.8m
(2024: £1.5m)
Last submitted Not available
2
accounts:
Turnover: Not available
2
(2024: Not available
2
)
Profit/(loss) before tax: Not available
2
(2024: Not available
2
)
Net assets: Not available
2
(2024: Not available
2
)
Valuation Multiples
methodology: 2024: Last round
Initial investment date: December 2022
Investment cost: £1.5m
(2024: £0.9m)
Valuation: £1.7m
(2024: £1.2m)
Last submitted 31 December 2024
accounts:
Turnover: Not available
2
(2024: Not available
2
)
Profit/(loss) before tax: Not available
2
(2024: Not available
2
)
Net assets: £2.1m
(2024: £4.0m)
Valuation Scenario Analysis
methodology: 2024: Scenario analysis
5 6 7
Top 10 investments in detail
continued
1
22 Octopus Future Generations VCT plc — Annual report and financial statements 2025
Portfolio Manager’s review
continued
Phlux Technology Ltd Apheris AI GmbH
Ufonia
Phlux develops high performance infrared
sensors used in LiDAR technology for
applications across automotive and
robotics.
Block 5, Level 2, Pennine Five Campus, 18 Hawley
Street, Sheffield, England, S1 4WP
www.phluxtechnology.com
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.
Office 7, 35–37 Ludgate Hill, London, United Kingdom,
EC4M 7JN
www.apheris.com
Ufonia offers an autonomous voice based
medical assistant that conducts routine
patient consultations by phone.
104 Gloucester Green, Oxford, England, OX1 2BU
www.ufonia.com
Initial investment date: November 2022
Investment cost: £1.2m
(2024: £0.5m)
Valuation: £1.6m
(2024: £0.8m)
Last submitted 31 December 2024
accounts:
Turnover: Not available
2
(2024: Not available
2
)
Profit/(loss) before tax: Not available
2
(2024: Not available
2
)
Net assets: £1.8m
(2024: £2.6m)
Valuation External price
methodology: 2024: Scenario analysis
Initial investment date: November 2022
Investment cost: £1.5m
(2024: £1.5m)
Valuation: £1.5m
(2024: £1.5m)
Last submitted Not available
2
accounts:
Turnover: Not available
2
(2024: Not available
2
)
Profit/(loss) before tax: Not available
2
(2024: Not available
2
)
Net assets: Not available
2
(2024: Not available
2
)
Valuation Multiples
methodology: 2024: Last round
Initial investment date: August 2022
Investment cost: £1.1m
(2024: £0.4m)
Valuation: £1.5m
(2024: £0.4m)
Last submitted 31 March 2025
accounts:
Turnover: Not available
2
(2024: Not available
2
)
Profit/(loss) before tax: Not available
2
(2024: Not available
2
)
Net assets: £0.4m
(2024: £0.3m)
Valuation External price
methodology: 2024: Scenario analysis
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.
8
Octopus Future Generations VCT plc — Annual report and financial statements 2025 23
Portfolio Manager’s review
continued
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
100%
D&I policy status
Policy in place
5
33
Engaged in monitoring 2024
greenhouse gas emissions
1
Signed up
Introduced
1
As of 31 December 2025, only 2024 carbon emissions data was available.
Greenhouse gases:
Octopus engages with all portfolio companies on their
GHG emissions 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. 5 companies supplied
their 2024 emissions data. Below is a breakdown of GHG
emissions reported on the carbon monitoring tool provided
by Octopus to the portfolio companies.
GHG emissions in tonnes tCO
2
e
2025
(
based on 2024 full year
data
)
2024
(
based on 2023 full year
data, 16 companies
measured
)
Scope 1 and 2 142.71 129.2
In the reporting year, Octopus has expanded the coverage
of Scope 1 and Scope 2 greenhouse gas emissions across
the Future Generations VCT portfolio. In prior years,
emissions disclosures were based solely on data voluntarily
submitted by portfolio companies
(
16 companies in the
previous year
)
. While this approach ensured accuracy for
those businesses, it did not fully represent emissions across
the broader portfolio.
To improve completeness and provide a more
representative view, Octopus has introduced a blended
methodology this year. This combines
(
i
)
actual emissions
data submitted directly by portfolio companies with
(
ii
)
modelled estimates for non-reporting companies, based
on relevant factors including employee numbers, revenue,
and sector-specific emissions profiles.
This expanded coverage has led to an apparent increase in
reported Scope 1 and 2 emissions year-on-year. However,
this increase is primarily attributable to the broader scope
of reporting rather than a like-for-like rise in emissions
intensity across the portfolio. Octopus believes this
enhanced methodology provides shareholders with a
more transparent and comprehensive understanding of
the portfolio’s overall carbon footprint, while continuing to
encourage improved data quality and participation from
portfolio companies over time.
24 Octopus Future Generations VCT plc — Annual report and financial statements 2025
Portfolio Manager’s review
continued
Outlook
I am pleased to have joined Future Generations as
Lead Fund Manager, following the establishment
of a dedicated investment team and a standalone
mandate for the Company. I look forward to applying
my experience in venture investing to strengthen focus,
deepen portfolio oversight and support disciplined
deployment of capital.
I joined with a clear ambition to build a high-quality,
differentiated venture portfolio aligned with our
investment strategy. Periods of technological and
economic change can create significant opportunity
for innovative early-stage businesses. We believe that
developments such as the accelerating adoption of
AI are likely to shape the next generation of category-
leading companies, although careful selection and
disciplined execution remain critical.
Future Generations VCT remains relatively early in its
lifecycle. As a result, performance can be variable as
companies progress through their development stages.
I recognise that the decline in NAV this year will be
disappointing for shareholders. While part of this reflects
continued valuation pressure across private markets,
company-specific execution challenges also contributed.
My focus will be on maintaining rigorous portfolio
oversight, disciplined capital allocation and clear
milestone accountability across the portfolio.
Looking ahead, the environment is becoming more
constructive for disciplined investors. Valuation
expectations across parts of the early-stage market
have become more measured, with greater emphasis on
capital efficiency and sustainable growth. For a fund at
our stage of development, this presents an opportunity
to deploy capital thoughtfully and selectively. We
are building a dedicated pipeline of opportunities for
Future Generations VCT and are seeing a steady flow of
businesses aligned with our strategy.
I am also pleased to welcome Stan Williams to the
Future Generations VCT team as an Investment
Principal. Expanding the dedicated resource around
the VCT, alongside the broader Octopus Ventures
team, strengthens our ability both to originate new
opportunities and to work closely with existing portfolio
companies, providing hands-on portfolio support as they
progress towards key value milestones.
We believe the combination of enhanced senior
investment resource, a focused strategy and a diversified
portfolio provides a strong foundation for the next
phase of development. Our objective is to deploy capital
carefully, support our companies actively and build a
portfolio capable of delivering sustainable long-term
returns for shareholders.
Luke Edis
Partner and Lead Fund Manager
for Future Generations VCT
Octopus Future Generations VCT plc — Annual report and financial statements 2025 25
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
Operating responsibly framework
This framework considers:
1. Materiality of risks to investments: the materiality
of sustainability issues in Future Generations VCT’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.
26 Octopus Future Generations VCT plc — Annual report and financial statements 2025
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 proprietary
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 a proprietary
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.
Octopus Future Generations VCT plc — Annual report and financial statements 2025 27
Strategy
With the transition to a lower carbon economy, teams
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 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 the
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
consultants
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 Committees.
28 Octopus Future Generations VCT plc — Annual report and financial statements 2025
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 23
)
. 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 2025 29
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 37.
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 reviews 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 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
30 Octopus Future Generations VCT plc — Annual report and financial statements 2025
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 59. In
the year ended 31 December 2025, 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
(
an
authorised alternative investment fund manager
responsible for ensuring compliance with the AIFM
Directive
)
. Octopus AIF Management Limited has
in turn appointed Octopus Investments Limited
to act as Portfolio Manager to 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 year ended
31 December 2025 that required the Board to take into
consideration Section 172 factors include:
Fundraising launch in 2025
In line with the Company’s objectives, the Board issued
an offer for subscription of shares on 3 February 2025
to raise up to £5 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
2025, which was then made available on the Company’s
website.
Section 172 statement
continued
Octopus Future Generations VCT plc — Annual report and financial statements 2025 31
Section 172 statement
continued
Our key stakeholders
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
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.
32 Octopus Future Generations VCT plc — Annual report and financial statements 2025
Section 172 statement
continued
Our key stakeholders 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,
highlighting the economic benefits of VCTs to the
government.
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.
Octopus Future Generations VCT plc — Annual report and financial statements 2025 33
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 the global macroeconomic
environment, including those arising from the Iran war;
•
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 risk exposures
noted in the prior
period remain broadly
unchanged, reflecting the
continued challenging
macroeconomic
environment and trading
conditions faced by
several early stage
portfolio companies.
=
1 Since 31 December 2024,
=
indicates no change,
indicates an increase and
indicates a decrease.
34 Octopus Future Generations VCT plc — Annual report and financial statements 2025
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.
Risk exposures remain
high but unchanged. It
is expected that controls
will remain effective
in response to recent
legislative changes,
supported by enhanced
oversight during the
transition period.
=
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.
Risk exposure remains
high but unchanged.
This reflects a transition
period within the Octopus
Ventures team, where new
team members who have
been recruited to meet
the needs of the portfolio
are being onboarded and
trained.
=
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.
Risk exposure remains
stable, with existing
internal controls and
oversight of key third
party providers continuing
to operate effectively.
=
Risks and risk management
continued
1 Since 31 December 2024,
=
indicates no change,
indicates an increase and
indicates a decrease.
Octopus Future Generations VCT plc — Annual report and financial statements 2025 35
Principal risks continued
Risk Mitigation Change
1
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.
Risk exposure remains
high but broadly
unchanged. The external
cyber threat environment
continues to evolve, with
increasingly sophisticated
attacks and several
high profile breaches
receiving publicity. AI is
both increasing threat
levels, but also enabling
mitigants to be more
effective.
=
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.
Risk exposure remains
high due to ongoing
economic uncertainty,
including persistent
inflation, higher interest
rates and wider macro
pressures.
=
Risks and risk management
continued
1 Since 31 December 2024.
=
indicates no change,
indicates an increase and
indicates a decrease.
36 Octopus Future Generations VCT plc — Annual report and financial statements 2025
Principal risks continued
Risk Mitigation Change
1
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
increased. Planned
reductions in income tax
relief for VCT investments
(
from 30% to 20% in April
2026
)
introduce additional
uncertainty regarding
future investor behaviour
and fundraising capacity.
The full impact of these
changes is currently
uncertain.
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 2025, these resources were valued at £14,333,000.
Risk exposure remains
high, reflecting ongoing
economic uncertainty,
fundraising uncertainty,
and the risk of delayed or
unsuccessful disposals in
an illiquid market.
=
1 Since 31 December 2024,
=
indicates no change,
indicates an increase and
indicates a decrease.
Risks and risk management
continued
Octopus Future Generations VCT plc — Annual report and financial statements 2025 37
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
revitalisinghealthcare.
Future Generations VCT will typically make an initial
investment of £0.1 million to £10 million and may make
further follow‑on investments into existing portfolio
companies. The Company intends to hold a portfolio of
largely unquoted technology and technology‑enabled
companies which are aligned with the Company’s
investment themes.
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
page42, 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 88. Future
38 Octopus Future Generations VCT plc — Annual report and financial statements 2025
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 54. 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 November
2021 to 31 December 2025 with the total return from a
notional investment in the FTSE Small‑Cap index over
the same period
(
all rebased to 100p
)
. Although the FTSE
index typically includes much larger and more mature
companies, 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 in their observance of the HMRC rules.
The Strategic Report was approved on behalf of the
Boardby
Helen Sinclair
Chair
28 April 2026
Business review
80
120
Dec 21
Dec 25
Jun 22
Dec 22 Dec 23
Jun 24
140
Value of £100 investment (£)
Jun 23
FTSE Small-Cap Total Return rebased to 100p at launch*.
NAV Total Return (gross dividend re-invested) plus 30% up-front income tax relief rebased to 100p at launch*.
100
Dec 24 Jun 25
130
110
90
NAV Total Return (gross dividend re-invested) rebased to 100p at launch*.
* based on notional investment on 17 November 2021.
Incorporation:
17 November 2021
continued
Net asset value and 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.
IC 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 2025 is 2.3p (2024: loss of 5.7p per share). Further details can
be found in the earnings per share Note 8 of the financial statements on page 76.
Octopus Future Generations VCT plc — Annual report and financial statements 2025 39
Board of Directors 40
Corporate governance report 41
Leadership and purpose 43
Division of responsibilities 44
Composition, succession and evaluation 45
Audit, risk and internal control 47
Management Engagement Committee 50
Directors’ remuneration report 51
Directors’ report 54
Governance
40 Octopus Future Generations VCT plc — Annual report and financial statements 2025
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, Sherborne Investors
(
Guernsey
)
C Limited and BlackRock Smaller Companies
Trust plc.
Key:
A
Audit Committee
R
Remuneration and Nomination 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
Octopus Future Generations VCT plc — Annual report and financial statements 2025 41
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 January 2024,
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
Rules. 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.
In these circumstances, the proper oversight of these
relationships is the key aspect of achieving good
corporate governance;
•
does not have executive directors or employees. As a
consequence, 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; and
•
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.
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 43
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 44
42 Octopus Future Generations VCT plc — Annual report and financial statements 2025
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 pages 45 to 46
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 pages 47 to 49
Remuneration
The Board comprises Non‑Executive Directors only,
whoreceive fees which are subject to periodic review.
Noelement of their remuneration is performance
related.
Read more on pages 51 to 53
Corporate governance report
Viability statement
In accordance with the FRC UK Corporate Governance
Code published in 2024 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 £10 million was launched on
2February 2026. On 3 April 2026, £2.8 million was
allotted. The fundraise is continuing into the new tax
year, with applications having opened on 7 April 2026.
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
placeto monitor and mitigate them are set out on
pages33 to 36.
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 2030. The Board is mindful of the ongoing
risks and will continue to make sure that appropriate
safeguards are in place, in addition to monitoring the
cash flow forecasts to make sure 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 16 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 twelve months from
the date of the signing of these financial statements. In
reaching 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
Octopus Future Generations VCT plc — Annual report and financial statements 2025 43
Leadership and purpose
During the year ended 31 December 2025 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 6/6 5/5 1/1 1/1
Joanna Santinon 6/6 4/5 1/1 1/1
Ajay Chowdhury 6/6 5/5 1/1 1/1
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 37.
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.
44 Octopus Future Generations VCT plc — Annual report and financial statements 2025
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 47 to 49.
The Remuneration and Nomination Committee,
comprising all Directors is chaired by Ajay Chowdhury.
All Directors are members of the Remuneration and
Nomination Committee due to the limited number
of Directors on 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 51.
The Management Engagement Committee comprising
all Directors is chaired by Ajay Chowdhury. 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 50.
Octopus Future Generations VCT plc — Annual report and financial statements 2025 45
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
re‑election
Helen Sinclair (Chair) 21 January 2022 9 June 2026
Joanna Santinon 21 January 2022 9 June 2026
Ajay Chowdhury 1 March 2024 9 June 2026
Board succession
The Directors recognise the importance of ensuring the
Board has sufficient experience and expertise.
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
2025. 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 2025 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%
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.
46 Octopus Future Generations VCT plc — Annual report and financial statements 2025
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. This year’s evaluation took the form of a
questionnaire completed by each Director.
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
Octopus Future Generations VCT plc — Annual report and financial statements 2025 47
Audit, risk and internal control
This report is submitted in accordance with the AIC Code
in respect of the year ended 31 December 2025 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 40.
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
31 December 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 year ended
31 December 2025.
Audit Committee report
48 Octopus Future Generations VCT plc — Annual report and financial statements 2025
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 year ended 31 December 2025, 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 42; 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 year ended 31
December 2025 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 year 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
Octopus Future Generations VCT plc — Annual report and financial statements 2025 49
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 year 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 16 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 year
ended 31 December 2025.
Joanna Santinon
Audit Committee Chair
28 April 2026
Audit, risk and internal control
Audit Committee report continued
continued
50 Octopus Future Generations VCT plc — Annual report and financial statements 2025
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 year ended
31December 2025, 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 2026
Management Engagement Committee report
Octopus Future Generations VCT plc — Annual report and financial statements 2025 51
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 year ended 31
December 2025. 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 60 to 66.
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 2025. The Directors’
remuneration paid during the period is set out on
page52. 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 six times during the year 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 95.
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 AGM to be held in June 2026.
Annual remuneration report
This remuneration report is subject to approval by a
simple majority of shareholders at the AGM to be held
in June 2026.
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 38 also shows the
performance of the NAV and total value of Future
Generations.
Details of Future Generations VCT’s performance are
contained in the Portfolio Manager’s Review on pages 15
to 24 and the Business Review on pages 37 and 38.
Directors’ remuneration report
52 Octopus Future Generations VCT plc — Annual report and financial statements 2025
Directors’ emoluments
(
audited
)
The amount of each Director’s fees for the period ended 31 December 2025
(
on an
annualised basis
)
were:
Year ended
31 December
2025
£
18 months to
31 December
2024
3
£
Year ended
31 December
2025
Change
18 months to
31 December
2024
Change
Year ended
30 June 2023
Change
Period ended
30 June 2022
Change
Helen Sinclair 38,500 55,650 4% 6% 0% —
Joanna Santinon 30,750 44,550 4% 6% 0% —
Emma Davies
1
— 19,875 — 6% — —
Ajay Chowdhury
2
27,500 22,083 4% — — —
Total 96,750 142,158
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.
3. The comparative figures cover an 18‑month period. Percentage change figures have been calculated by
annualising the 18‑month amounts to a twelve‑month equivalent.
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 year under review, Directors’ fees have been paid at the following rates: Chair of
the Board £38,500; Chair of the Audit Committee £30,750; and other Directors £27,500.
To reflect the impact of inflation over the past year, the following rates are effective
from 1 January 2026: Chair of the Board £39,750; Chair of the Audit Committee £31,750;
and other Directors £28,500. 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:
Year ended
31 December
2025
£
Total dividends paid 3,332,455
Total buybacks —
Total Directors’ fees 96,750
Total expenses 1,548,675
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:
Year ended
31 December 2025
18 months to
31 December 2024
Helen Sinclair 14,548 14,548
Joanna Santinon 77,663 72,744
Ajay Chowdhury — —
Directors’ remuneration report
continued
Octopus Future Generations VCT plc — Annual report and financial statements 2025 53
Statement of Directors’ shareholdings
(
audited
)
continued
There have been no changes in the Directors’ share interests between 31 December
2025 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 2026
Directors’ remuneration report
continued
54 Octopus Future Generations VCT plc — Annual report and financial statements 2025
Directors’ report
The Directors present their report and the audited
financial statements for the period ended 31 December
2025.
The Corporate Governance Report on pages 41 and 42
and the reports of the Audit Committee, Remuneration
and Nomination Committee and Management
Engagement Committee on pages 47 to 53 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 40.
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 19 of
the financial statements.
Octopus also provides company secretarial and
administrative services to Future Generations VCT.
NatWest Trustee and Depositary Services Limited has
been appointed as depositary to Future Generations
VCT. NatWest provides cash monitoring, safekeeping
offinancial 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 twelve 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 19 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. An amendment to the
performance incentive scheme was agreed in April 2026
whereby any performance incentive fee is payable over
three years and is subject to recalculation and partial
cancellation if NAV reduces in subsequent years. Further
details of this scheme are disclosed within Note 19 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 16 of the financial
statements
Octopus Future Generations VCT plc — Annual report and financial statements 2025 55
Whistleblowing
Please refer to page 28 for our statement on
whistleblowing.
Bribery Act
Please refer to page 28 for our statement on the
BriberyAct.
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 88.
Future Generations VCT will continue to ensure its
compliance with the qualification requirements.
Environmental matters and greenhouse gas
emissions
Refer to page 27 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 40,000
kWh 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 2025 comprised 59,738,204
(
31 December
2024: 53,941,104
)
Ordinary shares of 0.1p each. No shares
were held in Treasury.
Share issues and open offers
During the year ended 31 December 2025 5,797,100
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.
Asat 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 had been issued for a total consideration of
£5 million.
On 2 February 2026, an offer for subscription to raise up
to £10 million in aggregate with an over‑allotment facility
of £5 million was launched. As at 3 April 2026, 3,399,238
shares have been issued for a total consideration of £2.8
million.
Post balance sheet events
A full list of post balance sheet events since 31 December
2025 can be found in Note 17 of the financial statements
on page 84.
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 twelve 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 24 hours
before the time appointed for the taking of the poll.
Directors’ report
continued
56 Octopus Future Generations VCT plc — Annual report and financial statements 2025
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
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
(
if so required
)
.
The Directors may also refuse to register a share transfer
if it is in respect of a certificated share which is not fully
paid up or on which 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.
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 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’ 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
9,464,302 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
Directors’ report
continued
Octopus Future Generations VCT plc — Annual report and financial statements 2025 57
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 12 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.
A resolution 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 9 June
2026 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 2026.
Helen Sinclair
Chair
28 April 2026
Directors’ report
continued
Directors’ responsibilities statement 59
Independent auditor’s report 60
Income statement 67
Balance sheet 68
Statement of changes in equity 69
Cash flow statement 71
Notes to the financial statements 72
Investment portfolio 86
Shareholder information and contact details 88
Glossary of terms 90
Notice of Annual General Meeting 91
Directors and advisers 95
Financials
Octopus Future Generations VCT plc — Annual report and financial statements 2025 59
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 2026
60 Octopus Future Generations VCT plc — Annual report and financial statements 2025
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.
Independence
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 the FRC’s Ethical
Standard were not provided to the Company and we
remain independent of the Company in conducting our
audit.
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 2025 and of its loss and cash
flows for the year then ended;
•
have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice;
•
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
year ended 31 December 2025 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 as at year end to check that the
Company was meeting its requirements to retain VCT
status;
•
Consideration of the Company’s expected future
compliance with VCT legislation, the absence of bank
debt, contingencies and commitments and any market
or reputational risks;
•
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
forecast expenditure which was assessed against the
prior year for reasonableness; and
•
Evaluating the Directors’ method of assessing the going
concern in light of market conditions including the
stress tests applied to confirm that the Company has
sufficient capital and liquidity to continue its operations
effectively.
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
Octopus Future Generations VCT plc — Annual report and financial statements 2025 61
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.
However, because not all future events or conditions can be predicted, this statement is
not a guarantee as to the Company’s ability to continue as a going concern.
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 in preparing
the financial statements.
Our responsibilities and the responsibilities of the Directors with respect to going
concern are described in the relevant sections of this report.
Overview
2025 2024
Key audit matters Valuation of unquoted
investments
Materiality Company financial statements as a whole
£960,000 (2024: £950,000) based on 2% (2024: 2%) of Net assets.
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the Company and its
environment, the applicable financial reporting framework and the system of internal
control. We identified and assessed the risks of material misstatement of the financial
statements. We then applied professional judgement to focus our audit procedures
on the areas that posed the greatest risk of material misstatement to the financial
statements. We continually assessed risks throughout our audit, revising the risks where
necessary, with the aim of reducing the risk of material misstatement to an acceptable
level, to provide a basis for our opinion.
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 10 to the financial statements)
We consider the valuation of 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 also an inherent risk of management override arising from the unquoted
investment valuations being prepared by the Portfolio Manager (“Octopus
Investments Limited”), who is remunerated based on the value of the net assets of
the Company.
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
62 Octopus Future Generations VCT plc — Annual report and financial statements 2025
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.
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 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 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
Octopus Future Generations VCT plc — Annual report and financial statements 2025 63
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
2025 2024
Materiality £960,000 £950,000
Basis for determining
materiality
2% of Net assets
Rationale for the
benchmark applied
In setting materiality, we have had regard to the nature and
disposition of the investment portfolio. Given that the VCT’s portfolio
is comprised of unquoted investments which would typically have a
wider spread of reasonable alternative possible valuations, we have
applied a percentage of 2% of net assets
Performance
materiality
£720,000 £712,500
Basis for determining
performance
materiality
75% of materiality
Rationale for the
percentage applied
for performance
materiality
The level of performance materiality applied was set after having
considered a number of factors including the expected total value of
known and likely misstatements and the level of transactions in the
year.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit
differences in excess of £48,000
(
2024: £47,500
)
. 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.
64 Octopus Future Generations VCT plc — Annual report and financial statements 2025
Independent auditor’s report
continued
to the members of Octopus Future Generations VCT plc
Corporate governance statement
The UK Listing Rules sourcebook requires 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 42; 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 42.
Other Code provisions
•
Directors’ statement on fair, balanced and
understandable set out on page 54;
•
Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out
on pages 33 - 36;
•
The section of the annual report that describes the
review of effectiveness of risk management and internal
control systems set out on pages 48 - 49; and
•
The section describing the work of the audit committee
set out on pages 47 – 49.
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.
Matters on which we are required to report by
exception
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
•
adequate accounting records have not been kept, or
returns adequate for our audit have not been received
from branches not visited by us; or
•
the financial statements and the part of the Directors’
remuneration report to be audited are not in agreement
with the accounting records and returns; or
•
certain disclosures of Directors’ remuneration specified
by law are not made; or
•
we have not received all the information and
explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities
statement, the Directors are responsible for the
preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such
internal control as the Directors determine is necessary
to enable the preparation of financial statements that
are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the Directors
are responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless the Directors either
intend to liquidate the Company or to cease operations,
or have no realistic alternative but to do so.
Octopus Future Generations VCT plc — Annual report and financial statements 2025 65
Independent auditor’s report
continued
to the members of Octopus Future Generations VCT plc
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.
However, the primary responsibility for the prevention
and detection of fraud rests with both Those Charged
with Governance of the Company and management.
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 the applicable accounting framework.
We also considered the Company’s qualification as a
VCT under UK tax legislation.
Our procedures in respect of the above included:
•
Agreement of the financial statement disclosures to
underlying supporting documentation;
•
Enquiries of the Portfolio Manager and those charged
with governance relating to the existence of any non-
compliance with laws and regulations;
•
Obtaining the VCT compliance reports prepared by
management’s expert during the year and as at year
end and reviewing their calculations to check that the
Company was meeting its requirements to retain VCT
status; and
•
Reviewing minutes of 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.
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 fraud to be the valuation of
unquoted investments and management override of
controls.
66 Octopus Future Generations VCT plc — Annual report and financial statements 2025
Independent auditor’s report
continued
to the members of Octopus Future Generations VCT plc
Our procedures in respect of the above included:
•
Considered the opportunity and incentive to manipulate
accounting entries and 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 all deemed to have
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.
Other matters which we are required to
address
We were appointed by the Board of Directors on 25 July
2022 to audit the financial statements for the period
ended 30 June 2022.
Our total uninterrupted period of engagement is four
years, covering the periods ended 30 June 2022 to
31December 2025.
Our audit opinion is consistent with the additional report
to the audit committee.
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.
In due course, as required by the Financial Conduct
Authority Disclosure Guidance and Transparency Rule
4.1.15R - 4.1.18R, these financial statements will form
part of the Electronic Format Annual Financial Report
filed on the National Storage Mechanism of the FCA in
accordance with DTR 4.1.15R – DTR 4.1.18R. This auditor’s
report provides no assurance over whether the Electronic
Format Annual Financial Report has been prepared in
compliance with DTR 4.1.15R – DTR 4.1.18R.
Chris Meyrick
(
Senior Statutory Auditor
)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
28 April 2026
BDO LLP is a limited liability partnership registered in
England and Wales
(
with registered number OC305127
)
.
Octopus Future Generations VCT plc — Annual report and financial statements 2025 67
Income statement
Year ended 31 December 2025 18 months to 31 December 2024
Notes
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
(Loss)/gain on disposal of fixed asset investments — (28) (28) — 1,382 1,382
Net loss on valuation of fixed asset investments 10 — (588) (588) — (3,564) (3,564)
Investment management fee 3 (241) (723) (964) (345) (1,035) (1,380)
Investment income 2 813 — 813 1,427 — 1,427
Other expenses 4 (585) — (585) (759) — (759)
(Loss)/earnings before tax (13) (1,339) (1,352) 323 (3,217) (2,894)
Tax 6 — — — — — —
(Loss)/earnings after tax (13) (1,339) (1,352) 323 (3,217) (2,894)
(Loss)/earnings per share – basic and diluted 8 0.0p (2.3)p (2.3)p 0.6p (6.3)p (5.7)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.
68 Octopus Future Generations VCT plc — Annual report and financial statements 2025
Balance sheet
As at 31 December 2025 As at 31 December 2024
Notes £’000 £’000 £’000 £’000
Fixed asset investments 10 33,524 26,769
Current assets:
Debtors 11 638 1,166
Applications cash
1
— 100
Cash at bank 100 112
Money market funds 12 14,233 19,972
14,971 21,350
Creditors: amounts falling due within one year 13 (116) (196)
Net current assets 14,855 21,154
Net assets 48,379 47,923
Share capital 14 60 54
Share premium 5,135 51,854
Special distributable reserve 48,521 —
Capital reserve realised (2,713) (328)
Capital reserve unrealised (2,480) (3,526)
Revenue reserve (144) (131)
Total equity shareholders’ funds 48,379 47,923
NAV per share 9 81.0p 88.8p
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 2026 and are signed on their behalf by:
Helen Sinclair
Chair
Company No: 13750143
Octopus Future Generations VCT plc — Annual report and financial statements 2025 69
Statement of changes in equity
Share capital
£’000
Share premium
£’000
Special
Distributable
Reserve
1
£’000
Capital reserve
realised
1
£’000
Capital reserve
unrealised
£’000
Revenue
reserve
1
£’000
Total
£’000
As at 1 January 2025 54 51,854 — (328) (3,526) (131) 47,923
Comprehensive income for the year:
Management fees allocated as capital expenditure — — — (723) — — (723)
Loss on disposal of fixed asset investments — — — (28) — — (28)
Net loss on fair value of fixed asset investments — — — — (588) — (588)
Loss after tax — — — — — (13) (13)
Total comprehensive loss for the year — — — (751) (588) (13) (1,352)
Contributions by and distributions to owners:
Share issue (includes DRIS) 6 5,153 — — — — 5,159
Share issue costs — (18) — — — — (18)
Dividends paid (includes DRIS) — — (3,333) — — — (3,333)
Total contributions by and distributions to owners 6 5,135 (3,333) — — — 1,808
Other movements:
Share premium cancellation — (51,854) 51,854 — — — —
Prior year fixed asset loss unrealised — — — — — — —
Transfer between reserves — — — (1,634) 1,634 — —
Total other movements — (51,854) 51,854 (1,634) 1,634 — —
Balance as at 31 December 2025
60 5,135 48,521 (2,713) (2,480) (144) 48,379
1. Included within these reserves is an amount of £43,184,000
(
2024: £nil
)
which is considered distributable to shareholders under Companies Act rules. The Income Taxes Act 2007 restricts distribution of capital from reserves created
by the conversion of the share premium account into a special distributable reserve until the third anniversary of the share allotment that led to the creation of that part of the share premium account. As at 31 December 2025,
£28,430,000
(
2024: £nil
)
of the special reserve is distributable under this restriction.
The accompanying notes form an integral part of the financial statements.
70 Octopus Future Generations VCT plc — Annual report and financial statements 2025
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)
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. Included within these reserves is an amount of £nil
(
2023: £nil
)
which is considered distributable to shareholders under Companies Act rules. The Income Taxes Act 2007 restricts distribution of capital from reserves created by
the conversion of the share premium account into a special distributable reserve until the third anniversary of the share allotment that led to the creation of that part of the share premium account. As at 31 December 2024, £nil
(
2023: £nil
)
of the special reserve is distributable under this restriction.
The accompanying notes form an integral part of the financial statements.
continued
Octopus Future Generations VCT plc — Annual report and financial statements 2025 71
Cash flow statement
Notes
Year to
31 December
2025
£’000
18 months to
31 December
2024
£’000
Cash flows from operating activities
Loss before tax
1
(1,352) (2,894)
Decrease/(increase) in debtors (91) 173
Increase/(decrease) in creditors 20 (52)
Loss/(gain) on disposal of fixed asset investments 10 28 (1,382)
Loss on valuation of fixed asset investments 10 588 3,564
Outflow from operating activities (807) (591)
Cash flows from investing activities
Purchase of fixed asset investments 10 (7,3 43) (8,162)
Sale of fixed asset investments 590 3,146
Outflow from investing activities (6,753) (5,016)
Cash flows from financing activities
Movement in applications account 13 (100) (270)
Dividend paid (net of DRIS) (3,141) —
Proceeds from share issues (net of DRIS) 4,968 5,512
Share issue costs (18) (113)
Inflow from financing activities 1,709 5,129
Decrease in cash and cash equivalents (5,851) (478)
Opening cash and cash equivalents 20,184 20,662
Closing cash and cash equivalents 14,333 20,184
Cash and cash equivalents comprise
Cash at bank 100 112
Money market funds 14,233 19,972
Applications cash — 100
Closing cash and cash equivalents 14,333 20,184
1. Loss before tax includes cashflows from dividends of £0.8 million (2024: £1.4 million).
The accompanying notes form an integral part of the financial statements.
72 Octopus Future Generations VCT plc — Annual report and financial statements 2025
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 37. The financial statements cover the twelve month period ended 31December
2025. Comparatives relate to the period from 1 July 2023 to 31 December 2024 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.
Theestimates 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.
Octopus Future Generations VCT plc — Annual report and financial statements 2025 73
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 15. 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
Resolution 13 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 10. Financial liabilities and
equity instruments are classified according to the substance of the contractual
arrangements entered into. An equity instrument is any contract that evidences a
residual interest in the assets of the entity after deducting all of its financial liabilities.
Where the contractual terms of share capital do not have any terms meeting the
definition of a financial liability, then this is classed as an equity instrument. Dividends
and distributions relating to equity instruments are debited directly to equity.
Judgements in applying accounting policies and key sources of estimation uncertainty
This is addressed in Note 10.
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.
Special distributable reserve – includes realised profits and cancelled share
premium available for distribution, subject to compliance with VCT rules.
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 Generations VCT’s right
to receive payment is established and there is no reasonable doubt that
payment will be received. Fixed returns on debt and money market funds
are recognised so as to reflect the effective interest rate, provided there is
no reasonable doubt that payment will be received in due course.
Disclosure
Year to
31 December 2025
£’000
18 months to
31 December 2024
£’000
Money market funds 813 1,427
Total 813 1,427
Notes to the financial statements
continued
74 Octopus Future Generations VCT plc — Annual report and financial statements 2025
Notes to the financial statements
continued
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
Year to 31 December 2025 18 months to 31 December 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Investment management fee 241 723 964 345 1,035 1,380
Total 241 723 964 345 1,035 1,380
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
Note19 of the financialstatements.
4. Other expenses
Accounting policy
Other expenses are accounted for on an accruals basis and are charged
wholly to revenue.
The transaction costs incurred when purchasing or selling assets are
written off to the Income Statement in the period that they occur.
Year to
31 December 2025
£’000
18 months to
31 December 2024
£’000
Non-investment services fee 152 213
Directors' remuneration
1
109 157
Audit fees
2
82 78
Listing fees 51 46
Professional fees 41 –
Directors and Officers (D&O) insurance 35 74
Registrar’s fees 25 28
Report and account fees 15 26
Depositary fees 9 62
Director recruitment & expenses 1 27
Other fees 65 48
Total 585 759
1. Includes employers’ NI.
2. Includes VAT.
Total ongoing charges are capped at 3.0% of net assets. For the period to 31December
2025, the ongoing charges exceeded this cap and a rebate was paid from the
Portfolio Manager for the amount of £51,000. For the twelve months to 31December
2025 the ongoing charges were 3.0% (2024: 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 £97,000 (2024: £142,000). Employers’
National Insurance contributions paid during the period were £12,000 (2024: £15,000).
The highest paid Director received £38,500 (2024: £56,000). None of the Directors
received any other remuneration or benefit from Future Generations VCT during the
period. Future Generations VCT has no employees other than Non-Executive Directors.
The average number of Non-Executive Directors in the period wasthree.
Octopus Future Generations VCT plc — Annual report and financial statements 2025 75
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 (2024: £nil).
Year to
31 December 2025
£’000
18 months to
31 December 2024
£’000
Loss on ordinary activities before tax (1,352) (2,894)
Current tax at 25% (2024: 25%) (338) (724)
Effects of:
Non-taxable income (203) (357)
Non-taxable capital losses/(gains) 154 546
Non-deductible expenses 5 1
Excess management expenses on which deferred
tax not recognised 382 534
Tax rate differences
1
— —
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%.
Notes to the financial statements
continued
Unrelieved tax losses of £4,758,000 (2024: £3,231,000) are estimated to be carried
forward at 31 December 2025 (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 £1,190,000 (2024: £808,000) 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. Dividends
Accounting policy
Dividends payable are recognised as distributions in the financial
statements when Future Generations VCT’s liability to make the payment
has been established. This liability is established on the record date, the
date on which those shareholders on the share register are entitled to the
dividend.
Disclosure
Year to
31 December 2025
£’000
18 months to
31 December 2024
£’000
Dividends paid in the year
Current year's special dividend - 5.6p (2024: £nil) (3,333) —
Total (3,333) —
Dividends in respect of the year
Special dividend - 5.6p per share (2024: £nil) (3,333) —
Total (3,333) —
The figures above include dividends elected to be reinvested through the DRIS.
76 Octopus Future Generations VCT plc — Annual report and financial statements 2025
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:
•
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.
8. Earnings per share
Year to 31 December 2025 18 months to 31 December 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Profit/(loss) attributable to
Ordinary shareholders (£’000) (13) (1,339) (1,352) 323 (3,217) (2,894)
Earnings per Ordinary share (p) 0.0 (2.3) (2.3) 0.6 (6.3) (5.7)
The earnings per share is based on 58,147,725 (2024: 51,727,417) 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.
9. Net asset value per share
31 December 2025 31 December 2024
Net assets (£’000) 48,379 47,9 23
Shares in issue 59,738,204 53,941,104
NAV per share (p) 81.0 88.8
10. 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
Octopus Future Generations VCT plc — Annual report and financial statements 2025 77
10. Fixed asset investments continued
•
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 2025 are summarised below and in Note 15.
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).
Allinvestments 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 (PRI), if resulting from an orderly transaction, is
assumed to represent fair value as of the transaction date. At every subsequent
measurement date, the PRI may remain an appropriate indicator of fair value,
however as its validity is eroded over time, adequate consideration will be given to
the current facts and circumstances, including, but not limited to, changes in the
market or changes in the performance of the portfolio company. This may result
in calibrating the PRI to account for the aforementioned factors. Where necessary,
we may rely on PRI for certain investments where other valuation methodologies
may not be possible, or calibration confirms the PRI is appropriate, notably
where there are no current or short-term future revenues expected, and no other
valuation approach is appropriate;
Notes to the financial statements
continued
(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.
78 Octopus Future Generations VCT plc — Annual report and financial statements 2025
Notes to the financial statements
continued
10. Fixed asset investments continued
A key judgement made in applying the above accounting policy relates to investments that are permanently written off. Where the value of an investment has fallen permanently
below the price of recent investment, the loss is treated as a realised loss, even though the investment is still held. The Board assesses the portfolio for such investments and,
after agreement with the Portfolio Manager, will agree the values that represent the extent to which an investment loss has become realised. This is based upon an assessment of
objective evidence of that investment’s future prospects, to determine whether there is potential for the investment to recover in value.
The 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 Inputs to be
sensitised
Number of companies
valued by approach
Percentage of companies
valued by approach Fair value Sensitivity impact
31 December
2025
31 December
2024
31 December
2025
31 December
2024
31 December
2025
£m
31 December
2024
£m
31 December
2025
£m
31 December
2024
£m
Calibrated Price of Recent Investment
1
n/a 11 12 28% 34% 16.7 11.7 n/a n/a
Market Approach – revenue multiple Market multiple
±10%
5 3 13% 8% 6.6 4.9 0.5/ (0.5) 0.5 / (0.5)
Probability-weighted approach
2
n/a 9 7 23% 19% 5.7 3.7 n/a n/a
Milestone approach ±25% milestone
achievement
8 10 21% 28% 4.5 6.5 1.4/ (1.4) 1.4 / (1.4)
Write-off n/a 5 4 15% 11% — — n/a n/a
Total 38 36 100% 100% 33.5 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 £1.7 million.
2. Sensitivity analysis has not been presented for investments valued using the Probability-Weighted Approach. Each investment assessed under this methodology has a unique set of expected outcomes and probability
weightings, and it would not be meaningful to prepare a sensitivity analysis in these circumstances. If the Fair Value of the investments valued using Probability Weighted Approach is sensitised by +/- 10% the Fair Value would
increase or decrease by £0.6 million.
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.
Octopus Future Generations VCT plc — Annual report and financial statements 2025 79
Movements in investments at fair value through profit or loss during the previous
period to 31 December 2024 are summarised as follows:
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 of investments held at year-end (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 gain on disposal of
investments.
The investment portfolio is managed with capital growth as the primary focus.
Theloan and equity investments are considered to be one instrument due to the legal
binding stated within the investment agreements and so they are combined in the
table shown above.
Unquoted investments in the portfolio are considered Level 3 assets, such that
their values are not directly observable but are estimated using a combination of
valuation methodologies which notably extrapolate from observable market data
for comparable assets. The sensitivity of these valuations to a reasonable possible
change in such assumptions is given in Note 16.
10. Fixed asset investments continued
Movements in investments at fair value through profit or loss during the year to
31December 2025 are summarised as follows:
Disclosure
Level 3: Unquoted
investments
£’000
Book cost at 31 December 2024 30,295
Cumulative revaluation at 31 December 2024 (3,526)
Valuation at 1 January 2025 26,769
Movement in the year:
Purchases at cost 7,343
Disposal proceeds
1
28
Loss on realisation of investments
1
(28)
Change in fair value of investments held at year-end (588)
Valuation at 31 December 2025 33,524
Book cost at 31 December 2025 37,638
Cumulative revaluation at 31 December 2025 (4,114)
Valuation at 31 December 2025 33,524
1. Total proceeds of £0.6 million were received during the year
(
as presented in the Cash Flow Statement
)
in
respect of exits completed in the prior year. Deferred proceeds have been revalued at year-end and have
been netted against the loss 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 on page 78.
Notes to the financial statements
continued
80 Octopus Future Generations VCT plc — Annual report and financial statements 2025
12. Current asset investments
Accounting policy
For the purpose of the Cash Flow Statement, cash and cash equivalents
comprise of cash at bank, applications cash and money market funds.
Current asset investments on the Balance Sheet comprise money market
funds, which are designated as FVTPL. Gains and losses arising from
changes in fair value of investments are recognised as part of the capital
return within the Income Statement and allocated to the capital reserve
unrealised.
Money market funds are measured at the latest published price.
The current asset investments are readily convertible into cash at
the option of Future Generations VCT, within seven days. The current
asset investments are held for trading, are actively managed and the
performance is evaluated in accordance with a documented investment
strategy. Information about them is provided internally on that basis to
theBoard.
31 December 2025
£’000
31 December 2024
£’000
Money market funds 14,233 19,972
Total 14,233 19,972
Money market funds held at the end of the period sit within Level 2 of the fair value
hierarchy for the purposes of FRS 102, as setout in Note 10. The classification changed
from Level 1 in the prior year to Level 2 in the current year, reflecting the use of
observable market inputs rather than quoted prices in an active market.
10. Fixed asset investments continued
Exits
There were no disposals in the year to 31 December 2025.
The following disposals (including partial disposals) took place in the period to
31December 2024:
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 from investments sold in the year. The book cost of these investments when
they were purchased was £2.8 million. These investments have been revalued over time and until they were sold
any unrealised gains/losses were included in the fair value of the investments.
11. Debtors
31 December 2025
£’000
31 December 2024
£’000
Deferred Consideration (current)
1
184 590
Deferred Consideration (non-current)
2
157 370
Prepayments 40 40
Accrued income 48 80
Trade debtors 164 41
Other debtors
3
45 45
Total 638 1,166
1. Proceeds from disposals completed during the period or prior periods, not received within twelve months of
the reporting date but expected to be received within the following twelve months.
2. Proceeds from disposals completed during the period or prior periods, not received within twelve months of
the reporting date and expected to be received after the following twelve months.
3. Other debtors for the period relates to a refund expected from LSE on fundraise.
Notes to the financial statements
continued
Octopus Future Generations VCT plc — Annual report and financial statements 2025 81
Capital management is monitored and controlled using the internal control
procedures set out on pages 48 and 49 of this report. The capital being managed
includes equity, cash balances and liquid resources including debtors and creditors.
0.1p Ordinary shares 31 December 2025 31 December 2024
Brought forward 53,941,104 48,138,337
Shares issued – fundraise 5,567,019 5,802,767
Shares issued – DRIS
1
230,081 —
Shares issued – subscriber — —
Carried Forward 59,738,204 53,941,104
1. The Dividend Reinvestment Scheme
(
DRIS
)
allows shareholders to elect to receive Ordinary shares instead of
a dividend. This is explained further in the Shareholder Information and Contact Details at the back of this
report.
Each share has full voting, dividend and capital distribution rights.
During the year 5,797,100 shares were issued at an average price of 91.3p per share
(2024: 3,775,282 shares were issued at a price of 94.4p). The gross consideration
received for these shares was £6 million (£5 million net) including DRIS (2024:
£6million gross, £5 million net).
15. 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 distribution under the Companies Act by way of a dividend are:
31 December 2025
£’000
31 December 2024
£’000
Opening balance (3,985) (1,094)
Movement in period 47,169 (2,891)
Carried forward 43,184 (3,985)
13. Current liabilities
31 December 2025
£’000
31 December 2024
£’000
Applications cash
1
— 100
Other creditors — 13
Accruals 116 83
Total 116 196
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.
14. Share capital
31 December 2025
£’000
31 December 2024
£’000
Allotted and fully paid up: 59,738,204
(2024: 53,941,104) Ordinary shares of 0.1p 60 54
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
Resolution 13 in order to maintain sufficient liquidity in Future Generations VCT’s shares.
Notes to the financial statements
continued
82 Octopus Future Generations VCT plc — Annual report and financial statements 2025
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 2025:
31 December 2025
£’000
31 December 2024
£’000
Financial assets held at fair value through
profit or loss
Fixed asset investments 33,524 26,769
Money market funds 14,233 19,972
Total 47,757 46,741
Financial assets at amortised cost
Applications cash
1
— 100
Cash at bank 100 112
Debtors 638 1,166
Total 738 1,378
Financial liabilities at amortised cost
Creditors 116 96
Unallotted cash
1
— 100
Total 116 196
1. Applications cash and unallotted cash is cash received from investors by Future Generations VCT but not yet
allotted.
Fixed asset investments (see Note 10) 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.
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, interest rate 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.
15. Reserves continued
This is the maximum value of reserves available for distribution under the Companies
Act. However, the amounts available for distribution may be lower due to HMRC
Distributable Reserves restrictions. VCT regulations further restrict the distribution of
the special distributable reserve until at least three years after the year-end in which
the funds were originally raised. As at 31 December 2025, £28,430,000 (2024: £nil) is
distributable subject to this restriction.
The purpose of the special distributable reserve is to create a reserve which will be
capable of being used by Future Generations VCT to pay dividends. During the year
there was a share premium cancellation amounting to £51.9 million (2024: £nil).
This was carried out with the approval of shareholders for the purposes of creating
sufficient distributable reserves.
16. 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
Octopus Future Generations VCT plc — Annual report and financial statements 2025 83
14% of the invested portfolio’s assets are exposed to USD (10% of net assets),
along with 14% exposed to EUR (10% of net assets), with the remaining amount
denominated in GBP. Overall, this results in £9.4million of the portfolio exposed to
foreign currencies, or 20% of net assets. An increase in the rate of 10% would decrease
the net assets by £0.9 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 2025. 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 3.75% at 31 December 2025
(
31 December 2024: 4.75%
)
. The
amounts held in floating rate investments at the balance sheet date were as follows:
31 December 2025
£’000
31 December 2024
£’000
Money market funds 14,233 19,972
Total 14,233 19,972
A 1% increase/(decrease) in the base rate would increase/(decrease) income receivable
from these investments and the net assets for the period by £142,000 (2024:
£200,000).
Credit risk
There were no significant concentrations of credit risk to counterparties at
31December 2025 (2024: 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.
16. Financial instruments and risk management continued
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 41 and 42, 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 86 and 87.
69% 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. Conversely, a decrease in the milestone adjustment of 25%
would decrease the net asset value by £1.2 million.
Eight 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 2025 would
have decreased net assets by £3.4 (6.9% of net assets) and an equivalent change in
the opposite direction would have increased net assets by the same amount.
Notes to the financial statements
continued
84 Octopus Future Generations VCT plc — Annual report and financial statements 2025
16. Financial instruments and risk management continued
At 31 December 2025, Future Generations VCT’s financial assets exposed to credit risk
comprised the following:
31 December 2025
£’000
31 December 2024
£’000
Cash at bank 100 112
Money market funds 14,233 19,972
Applications cash — 100
Total 14,333 20,184
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.
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 and readily realisable
securities to pay accounts payable and accrued expenses. At 31 December 2025,
these resources were valued at £14,333,000 (2024: £20,084,000).
17. Post balance sheet events
The following events occurred between the balance sheet date and the signing of
these financial statements:
•
Future Generations invested a total of £1.7 million in 2 new and 2 follow-on investments.
18. Contingencies, guarantees and financial commitments
There were no contingencies, guarantees or financial commitments as at 31December
2025 (2024: £nil).
19. 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’).
FutureGenerations 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.
Future Generations VCT paid Octopus AIF Management Limited £1,116,000 (2024:
£1,380,000) in the period as a management fee, after applying a rebate of £51,000
(2024: £39,000) 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.
Notes to the financial statements
continued
Octopus Future Generations VCT plc — Annual report and financial statements 2025 85
19. Transactions with the Manager and Portfolio Manager continued
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 £152,000 (2024: £213,000) 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. An amendment to the performance incentive scheme
was agreed in April 2026, whereby any performance incentive fee, once triggered by the
conditions referred to above, is payable over three years and is subject to recalculation
and partial cancellation if the Company’s NAV declines in the second and/or third years.
No performance fee was payable during the period.
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/.
20. 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.
Details of the Directors and their remuneration can be found in the Directors’
Remuneration Report on pages 51 to 53.
The Directors received the following dividends from Future Generations VCT:
Year to
31 December 2025
£
Year to
31 December 2024
£
Helen Sinclair 815 —
Joanna Santinon 4,074 —
Ajay Chowdhury — —
Total 4,889 —
21. Voting rights and equity management of top 10 investments
Investments
% equity held by
Future Generations VCT
CoMind Technologies Ltd 2.8%
Menwell Limited 0.4%
Remofirst, Inc. 1.4%
Infinitopes Ltd 5.6%
HelloSelf Limited 4.1%
Neat SAS 1.8%
Intrinsic Semiconductor Technologies Ltd 5.4%
Phlux Technology Ltd 5.6%
Apheris AI GmbH 3.4%
Ufonia Ltd 2.0%
Notes to the financial statements
continued
86 Octopus Future Generations VCT plc — Annual report and financial statements 2025
Investment portfolio
(Unaudited)
Fixed asset investments Theme
Investment cost as at
31 December 2025
(£'000)
Amount invested in the year ending
31 December 2025
(£'000)
Apheris AI GmbH Empowering people 1,484 –
Awell Health BV Revitalising healthcare 242 –
Automata Technologies Limited Revitalising healthcare 1,355 1,355
Bloom! Meemo Media, Inc. Empowering people 642 –
CellVoyant Technology Ltd Revitalising healthcare 581 –
CoMind Technologies Ltd Revitalising healthcare 2,796 2,000
Correcto ESP, S.L. Empowering people 387 –
Cyb3r Operations Limited Empowering people 500 500
Drift Energy Ltd Building a sustainable planet 435 –
Elo Health, Inc. Revitalising healthcare 1,257 –
ExpressionEdits Ltd Revitalising healthcare 571 –
HelloSelf Limited Revitalising healthcare 2,551 –
Infinitopes Ltd Revitalising healthcare 2,283 671
Inflow Holdings Inc. Revitalising healthcare 1,012 –
Intrinsic Semiconductor Technologies Ltd Empowering people 1,472 592
Kita Earth Ltd Building a sustainable planet 691 –
LabGenius Ltd Revitalising healthcare 907 302
Little Journey Ltd Revitalising healthcare 627 –
Living Optics Ltd Empowering People 858 –
Manwell Limited Revitalising healthcare 870 –
Metris Energy, Inc. Building a sustainable planet 158 56
Mr & Mrs Oliver Ltd
(
t/a Skin + Me
)
Revitalising healthcare 991 –
Nanosynrinx Ltd Revitalising healthcare 420 –
Neat SAS Building a sustainable planet 574 –
Octopus Future Generations VCT plc — Annual report and financial statements 2025 87
Investment portfolio
(Unaudited)
continued
Fixed asset investments Theme
Investment cost as at
31 December 2025
(£'000)
Amount invested in the year ending
31 December 2025
(£'000)
Oto Health Inc. Revitalising healthcare 289 –
Ourotech Ltd
(
t/a Pear Bio
)
Revitalising healthcare 2,014 –
Pencil Biosciences Ltd Revitalising healthcare 218 –
Perci Health Ltd Revitalising healthcare 578 –
Phlux Technology Ltd Empowering people 1,173 670
Pivotal Future Ltd Building a sustainable planet 767 –
Purrafinity Ltd Building a sustainable planet 507 –
Remofirst, Inc. Empowering people 1,161 –
Secfix GmbH Empowering people 543 –
Slamcore Empowering people 433 433
Swiipr Technologies Ltd Empowering people 609 –
Tympa Health Technologies Ltd Revitalising healthcare 3,717 –
TYTN Ltd
(
t/a DoublewordML
)
Building a sustainable planet 451 –
Ufonia Ltd Revitalising healthcare 1,137 764
Vypercore Ltd
1
Empowering people 377 –
37,638 7,343
1. Entered administration during the period to 31 December 2025.
88 Octopus Future Generations VCT plc — Annual report and financial statements 2025
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 27 April 2026 7 7.0p
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 financial adviser if they have any queries.
Buyback of shares
The Company intends to introduce a buy back policy to improve the liquidity in the
Company's shares where the Company may repurchase shares which shareholders
wish to sell at a discount to the latest published NAV per Share, subject to applicable
regulations, market conditions at the time and the Company having both the
necessary funds and distributable cash resources available for the purpose. The
making and timing of any share buybacks will remain at the absolute discretion of
theBoard.
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 24 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 available to eligible new
investors in VCTs during the year ended 31 December 2025 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.
From 5 April 2026, upfront income tax relief will change from 30% to 20%.
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.
•
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.
Octopus Future Generations VCT plc — Annual report and financial statements 2025 89
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
90 Octopus Future Generations VCT plc — Annual report and financial statements 2025
Glossary of terms
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 of £1.5 million, which includes
the management fees in Note 3 on page 74 and the expenses listed out in Note4
on page 74, by the average net assets of £50.2 million. Ongoing expenses excludes
irrecoverable VAT, exceptional costs, one-off professional fees, trail commission and
performance fees, which together total £41k.
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.
Dividend yield
(
APM
)
Dividend yield is calculated as dividends paid per share in the period divided by the
opening NAV per share.
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.
Octopus Future Generations VCT plc — Annual report and financial statements 2025 91
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 9 June 2026
at 10am for the purposes of considering, and if thought fit, passing the following
resolutions of which Resolutions 1 to 9 will be proposed as Ordinary Resolutions and
Resolutions 10 to 12 will be proposed as Special Resolutions:
Ordinary business
1. To receive and adopt the report and the audited financial statements for the
period ended 31 December 2025.
2. To approve the Directors’ Remuneration Policy.
3. To approve the Directors’ Remuneration Report.
4. To re-elect Helen Sinclair as a Director.
5. To re-elect Joanna Santinon as a Director.
6. To re-elect Ajay Chowdhury as a Director.
7. 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 8 to 9 as Ordinary Resolutions and
Resolutions 10 to 12 as Special Resolutions:
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 75,764,930 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 £3,157 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.
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.
Notice of Annual General Meeting
92 Octopus Future Generations VCT plc — Annual report and financial statements 2025
(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 2026
Special business continued
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:
(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 (unless previously
renewed, varied or revoked by the Company in general meeting).
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 9,464,302 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;
Notice of Annual General Meeting
continued
Octopus Future Generations VCT plc — Annual report and financial statements 2025 93
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
94 Octopus Future Generations VCT plc — Annual report and financial statements 2025
(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 27 April 2026 (being the last practicable date prior to the publication
of this Notice) the Company’s issued share capital consists of 6 3,137,442
Ordinary shares, carrying one vote each. Therefore, the total voting rights in the
Company as at 27 April 2026 are 63,13 7,4 42.
Notice of Annual General Meeting
continued
Octopus Future Generations VCT plc — Annual report and financial statements 2025 95
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
Apex
Forbury Road
Reading
RG1 1AX
(
Moved November 2025
)
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 6ZY
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
Find it fast
Strategic report
Key financials 1
Chair’s statement 2
Investment themes 4
How Future Generations VCT works 5
Portfolio Manager’s review 15
Operating responsibly 25
Section 172 statement 29
Risks and risk management 33
Business review 37
Governance
Board of Directors 40
Corporate governance report 41
Leadership and purpose 43
Division of responsibilities 44
Composition, succession and evaluation 45
Audit, risk and internal control 47
Management Engagement Committee 50
Directors’ remuneration report 51
Directors’ report 54
Financials
Directors’ responsibilities statement 59
Independent auditor’s report 60
Income statement 67
Balance sheet 68
Statement of changes in equity 69
Cash flow statement 71
Notes to the financial statements 72
Investment portfolio 86
Shareholder information and contact details 88
Glossary of terms 90
Notice of Annual General Meeting 91
Directors and advisers 95
Key dates
Annual General Meeting 9 June 2026
Half-year results to
30 June 2026 published September 2026
Octopus Future Generations VCT
Octopus Future Generations VCT
plc (‘Future Generations VCT’
or the ‘Company’) is supporting
businesses that address the most
significant challenges shaping the
markets of the future.
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
33 Holborn
London EC1N 2HT
0800 316 2295
investorsupport@octopusinvestments.com
octopusinvestments.com
Octopus Future Generations VCT plc|Annual Report 2025
Annual Report
2025
Octopus Future
Generations VCT
Octopus Future Generations VCT