Annual report and financial statements for the year ended
Key financials
| 2024 | 2023 | |
| Net assets (£’000) | £831,358 | £993,744 |
| Loss after tax (£’000) | £(147,649) | £(149,499) |
| NAV per share | 50.5p | 62.4p |
| Total value per share1 | 155.6p | 164.4p |
| Total return per share2 | (8.8)p | (9.5)p |
| Total return per share %3 | (14.1)% | (12.4)% |
| Dividends paid in the year | 3.1p | 5.0p |
| Dividend yield %4 | 5.0% | 6.5% |
| Dividend declared | 0.5p | 1.9p |
- Total value per share is an alternative performance measure, calculated as NAV plus cumulative dividends paid since launch, as described in the glossary of terms.
- 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.
- Total return % is an alternative performance measure, calculated as total return/opening NAV, as described in the glossary of terms.
- Dividend yield is an alternative performance measure, calculated as dividends paid/opening NAV, as described in the glossary of terms.
Chair’s statement
Titan’s total return for the year to
The Net Asset Value (NAV) per share at
This further decline in value has been driven by several factors, including company-specific performance issues and tougher trading conditions, which have reduced revenue growth across a range of sectors. As a result, many companies in the portfolio have not met performance expectations, leading to lower valuation multiples being applied compared to those at recent points of investment. This situation has been exacerbated by a continued slow private market fundraising environment, leading to more limited capital availability. Consequently, companies have prioritised extending their cash runway, aiming to achieve profitability or delay fundraising until market conditions improve. In the short term, this has led to reduced valuations due to slower growth, but in the long run, the disciplined focus on sustainable growth should be beneficial.
With this further decline in NAV, the 5-year tax-free annual compound return for shareholders is now -3.5%. Since the high watermark as at
In the 12 months to
The total value (NAV plus cumulative dividends paid per share since launch) at the end of the period was 155.6p (
Strategic Review
As shareholders will be aware, in the half-yearly report issued at the end of
We expect to provide a further update on the review at, or prior to, our Annual General Meeting (AGM) on
Performance incentive fees
As the 2024 total return has been negative, and total value per share has declined since
Dividends
Following careful consideration and recognising the value that shareholders’ place on receiving tax-free dividends, I am pleased to confirm that the Board has decided to declare a second interim dividend of 0.5p per share (2023: 1.9p per share). This will be paid on
Dividends, whether paid in cash or reinvested under the DRIS, are always at the discretion of the Board, are never guaranteed, and are subject to regular review reflecting the returns generated by the Company, the timing of investment realisations, cash and distributable reserves and continuing compliance with VCT rules.
The Board will consider any further dividends to be paid in 2025 in the second half of the year at, or around, the release of the interim accounts for the six months ending
As with the dividend paid to shareholders on
Fundraise and buybacks
We were pleased to raise over £107 million in the fundraise which closed on
During the year, Titan repurchased 67 million shares for £38 million (representing 4.2% of the net asset value as at
VCT status
In
Board of Directors
All the other Directors have indicated their willingness to remain on the Board, and Jane O’Riordan and
Portfolio Manager and team
In
Shareholders may be aware that there has been considerable turnover over the past twelve months in the
AGM and shareholder event
The AGM will take place on
Shareholders’ views are important, and the Board encourages shareholders to vote on the resolutions within the Notice of AGM using the proxy form, or electronically at www.investorcentre.co.uk/eproxy. Shareholders are invited to send any questions they may have via email to TitanAGM@octopusinvestments.com. The Board has carefully considered the business to be approved at the AGM and recommends shareholders to vote in favour of all the resolutions being proposed, as the Board will be doing.
Currently, we do not anticipate the strategic review process will have been fully completed by the date of the AGM. As a result, we will issue a further communication to shareholders in due course setting a date for a shareholder event and, if applicable, a General Meeting at which shareholders will be able to vote on any proposals for the future direction of the Company.
Outlook
The further decline in NAV to
The Company returned £29 million in cash proceeds from exits in 2024, in addition to £12.4 million distributed from
Despite this, the Board retains a degree of optimism about the potential of some of the companies within what is undoubtedly a diversified portfolio, with over 135 companies spanning a wide range of sectors, business models and investment stages. Furthermore, Titan’s portfolio remains well funded with circa 42% of the portfolio NAV being comprised of companies not expecting to need further funding. This figure rises to 67% when including those companies with more than 12 months’ cash runway.
I would like to conclude by thanking both the Board and the Octopus team on behalf of all shareholders for their hard work during this very challenging period.
Chair
Spotlight on the review of strategy
On
| Date | Investment Manager’s actions | Titan VCT Board’s actions | Board meetings held |
| Announcement of review of strategy. | Four Board meetings | ||
| Establish internal review committee comprised of different areas of the business. Co-ordinating information packs for the external advisers. | External adviser selection process concluded and terms agreed. | ||
| Recruitment process for senior Portfolio Management roles commences. Internal review committee submits scope of work to the Board. | External advisers, Board reviews Octopus’ scope of work. | Two Board meetings | |
| Internal review committee submits information pack on sustainability and fund performance workstreams to the Board. | Shareholder and adviser survey launched. Board reviews information pack on sustainability and fund performance. Board reviews external advisers’ analysis of performance and benchmarking. | One Board meeting | |
| Survey results analysed. External specialists commence review of Consumer Duty. Internal review committee submits information pack on team and culture and risk and governance work streams to the Board. | Board reviews external advisers’ progress report including analysis of the realisations pipeline. Board reviews information pack on team and culture and risk and governance work streams. Survey results analysed. | Two Board meetings | |
| Internal review committee presents first part of the go-forward investment strategy and further sustainability analysis and metrics. | Board reviews go‑forward strategy and sustainability analysis and metrics. | One Board meeting | |
| Results of Consumer Duty Review analysed. | Board reviews external advisers’ progress report. Results of Consumer Duty Review analysed. Unaudited NAV released with update on progress of review. | Two Board meetings | |
| Internal review committee presents follow up detail on the go-forward investment strategy, as well as proposals for future team and resourcing plan. Proposal submitted to Board regarding ongoing fees. | External advisers’ interim report shared with the Board. Annual report published. Board considers proposal on future team and resourcing strategy and fees. Board commences fee negotiations with Octopus. | Two Board meetings |
Summary of the Manager's internal review workstreams:
1. Fund performance
Working to understand the most appropriate investment and divestment strategy looking at past performance metrics, benchmarks and future objectives.
2. Fund strategy
Investigating potential future options for Titan’s strategy which could drive improved performance. Some potential options were included in the shareholder survey to canvas views.
3. Sustainability
Working on past performance and future forecasting to ensure Titan operates sustainably, returning funds through realisations.
4. Team & culture
Reviewing the team structure, size, culture and experience (past and present) and how it maps to the successful management of the Company. Full
5. Consumer Duty
External consultants appointed to carry out a review of Consumer Duty. This is to understand shareholders’ expected outcomes and assessing how the Company has delivered against them.
6. Risk & governance
Work led by the compliance team updating Titan’s risk register. Review and enhancement of governance processes and procedures, where relevant.
What’s next
1.
2. Finalise fee proposal, as well as review of the Investment Management Agreement and Non-Investment Services Agreement.
Octopus Ventures’ new CEO
Previously, she held the role of CEO at HSBC Innovation Banking
With a career spent in the US,
Portfolio Manager’s review
At Octopus, our focus is on managing your investments and providing open communication. Our annual and half-year updates are designed to keep you informed about the progress of your investment.
Focus on performance
The NAV of 50.5p per share at
The performance over the five years to
| Year ended | Year ended | Year ended | Year ended | Year ended | |
| 31 December | 31 December | 31 December | 31 December | 31 December | |
| 2020 | 2021 | 2022 | 2023 | 2024 | |
| NAV, p | 97.0 | 105.7 | 76.9 | 62.4 | 50.5 |
| Cumulative dividends paid, p | 81.0 | 92.0 | 97.0 | 102.0 | 105.1 |
| Total value, p | 178.0 | 197.7 | 173.9 | 164.4 | 155.6 |
| Total return1 | 7.1% | 20.3% | (22.5)% | (12.4)% | (14.1)% |
| Dividend yield2 | 5.3% | 11.3% | 4.7% | 6.5% | 5.0% |
1. Total return % is an alternative performance measure, calculated as total return/opening NAV.
2. Dividend yield is an alternative performance measure, calculated as dividends paid/opening NAV.
We are deeply disappointed by the negative total return of 14.1% in 2024 which has been driven by a decline of £193 million across 72 companies. The businesses that contributed most significantly to this decline were Pelago, Many
These three valuation movements account for around a third of the total decline in NAV over the twelve-month reporting period.
More positively, 39 companies saw an increase in valuation in the period, delivering a collective increase in valuation of £56 million. These valuation increases reflect businesses which have successfully concluded further funding rounds at increased valuations, grown revenues or met certain important milestones. Notable strong performers in the portfolio include Legl, Taster and Katkin – all of which have increased their market reach through new product launches. These strong performers demonstrate that there are opportunities available for companies to thrive, and Titan’s diverse portfolio allows different routes for each company to succeed in their market.
The gain on Titan’s uninvested cash reserves was £9.2 million in the year to
Titan total value growth from inception
The table below highlights the compound annual growth rate across different holding periods.
Despite the reduction in NAV in the year, the total value has seen an increase since the end of Titan’s first year, from 89.9p to 155.6p at
| Holding period | Total return | Tax-free compound annual growth rate |
| Since | 73.1% | 3.4% |
| 10 years | 6.6% | 0.6% |
| 5 years | (16.4)% | (3.5)% |
| 1 year | (14.1)% | (14.1)% |
Disposals
Disposals and deferred proceeds have returned £29 million in cash during the period. In addition, £12.4 million was distributed from
Exits
In June, Taxfix (a European focused tax return technology platform) acquired TaxScouts, for a combination of cash and equity, which has allowed it to enter the
In July, Foodsteps was acquired by
In November, Cobee was acquired by
In November, nCino (a cloud-based software company that provides a platform for financial institutions to manage their business lines) acquired FullCircl. This will enhance nCino’s data and automation capabilities and allow it to expand its reach across the
In December, Behavox (a leading provider of AI powered archiving, compliance and security solutions) acquired Mosaic Smart Data.
Partial exits
Two partial exits completed in October with Neat (an embedded insurance platform that enables merchants to offer tailored insurance bundles to their customers at competitive rates) completing a €50 million Series A funding round, and Vitesse (a global domestic settlement and liquidity management system to hold funds and execute cross-border payments) completing a
Deferred proceeds
In the year, Titan also received deferred proceeds from the sale of
Exits at a loss
There have been four disposals made at a loss: Titan sold its remaining shares in Cazoo, which was listed on the
Companies placed into administration
Unfortunately, Audiotelligence, Stackin (now fully dissolved), Contingent, Phoelex, Excession, Dead Happy, Pulse Platform and Allplants were placed into administration having all been unsuccessful in securing further funding and having explored and exhausted all available options. In aggregate, the investment cost of the companies placed into administration totalled £26 million.
In the year to
The underperformance of a portfolio company is always disappointing for Octopus and shareholders alike, but it is an inherent characteristic of a venture capital portfolio, and we believe the successful disposals will continue to outweigh the losses over the medium to long-term.
| Year ended | Year ended | Year ended | Year ended | Year ended | Total | |
| Disposal proceeds1 (£'000) | 23,915 | 221,504 | 62,213 | 45,637 | 41,432 | 394,701 |
1.This table includes cash and retention proceeds received in the period.
New and follow-on investments
Titan completed 8 new investments and made 14 follow-on investments in the reporting period. Together, these totalled £30 million (made up of £19 million into new companies and £11 million invested into the existing portfolio).
Please see a summary of some of the new investments we made in the year.
- DRIFT Energy: Designing sailing vessels and routing algorithms required to capture deep water wind energy and convert it into onboard hydrogen gas for transportation back to shore.
- ExpressionEdits: Using a proprietary AI algorithm to design DNA sequences and intronization technology to enhance the expression of proteins in mammalian cells.
- Forefront: Developing a tuneable Radio Frequency Front-End (RFFE) module for mobile devices which is smaller, cheaper, and more flexible than currently available products sold.
- LabGenius: A next-generation platform leveraging machine learning to develop novel therapeutic antibodies.
- Manual: Provides innovative treatments for a range of health conditions.
- Remofirst is an Employer of Record (EOR) and compliance platform that allows companies to hire and pay employees globally.
- SWiiPR: Developed a digital payments platform specifically for the airline industry.
As explained in the half-yearly report, the
Shareholder survey results
Octopus regularly seeks feedback from Titan's investor and adviser base either through local Business Development Managers or after webinars with the Investment Managers. Considering the ongoing review of Titan's strategy, which is looking at a wide range of areas such as investment strategy, fundraising and dividend policies, Octopus and the Board wanted to give investors and advisers an extra opportunity to share feedback and help shape the future strategic direction of Titan. In conjunction with an external research firm, between
We were pleased to see significant engagement, having received over 3,000 responses from investors and advisers. As stated in the Chair's statement, the results emphasise that the greatest areas of dissatisfaction are around past performance and the capital growth opportunity, as highlighted below. Octopus and the Board share investors’ frustration with the recent poor performance, and have been reviewing Titan's investment strategy with the aim to improve shareholder returns. The Board intends to communicate to investors any strategic changes once they are agreed in due course.
To understand investors' priorities when making their investment decision we asked the following:
When you first chose to invest in Titan VCT, how important were the following factors?
The results were as follows in order of importance:
- Tax reliefs available on your investment (income tax relief, tax free dividends and tax free capital gains)
- 5% annual target dividend
- Capital growth opportunity
- Past performance of fund
- Access to early-stage, unlisted tech enabled companies with high growth potential
- Ability to sell your shares back to the VCT via the share buyback facility
- Size of fund
- Fees and charges
Octopus asked investors to rank their level of satisfaction against each of the top eight factors and the results were as follows:
| Satisfied | Dissatisfied | Neutral or not sure | |
| Tax reliefs available on your investment | 88% | 2% | 10% |
| 5% annual target dividend | 50% | 22% | 28% |
| Capital growth opportunity | 18% | 60% | 22% |
| Past performance of fund | 21% | 52% | 27% |
| Access to early-stage, unlisted tech enabled companies with high growth potential | 39% | 10% | 51% |
| Ability to sell your shares back to the VCT via the share buyback facility | 29% | 8% | 63% |
| Size of fund | 34% | 6% | 60% |
| Fees and charges | 22% | 18% | 60% |
Survey results based on responses from 1,093 direct investors and 2,195 advised investors, does not include responses from advisers.
Valuations
Titan’s unquoted portfolio companies are valued in accordance with
The table below illustrates 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 by the year end or shortly after the year end, and exits of companies where terms have been issued with an acquirer. ‘External price’ also includes quoted holdings, which are held at their quoted price as at the valuation date. As at
| Valuation methodology | By value | By number of companies |
| External price | 17% | 25 |
| Multiples | 53% | 30 |
| Scenario analysis | 16% | 33 |
| Milestone analysis | 14% | 25 |
| Write-off | - | 25 |
Case studies
MANUAL
https://www.manual.co/
Making high-quality care more accessible and stigma-free
MANUAL provides innovative treatments for a range of conditions, from hair loss and low testosterone to weight management and diagnostics.
With over 800,000 patients served across the
Following the company's £29 million Series B raise in 2024, the company is accelerating its growth, with a 140% revenue Compound Annual Growth Rate (CAGR) since 2019. With this investment, MANUAL is scaling its reach and pioneering new healthcare solutions, ensuring more people get the treatments they need to improve their quality of life.
- Nearly 90% of men do not seek help unless they have a serious problem
- Served more than 800,000 patients to date
Legl
https://legl.com/
Revolutionising Legal Services with AI and Data-Driven Insights
Legl delivers a world-class client experience for
By leveraging cutting-edge technology and data insights, Legl creates seamless onboarding experiences and superior payment processing capabilities. Beyond onboarding, they provide intelligence and audit functionality to help firms manage risk intelligently in a complex and ever-changing environment. Its embedded finance stack, which has been built specifically for law firms, makes collecting payments, reducing debt, and fostering exceptional client relationships effortless. In turn, providing a step-change for internal cash flow and treasury management.
- Helped firms manage risk for over one million clients
- Processed over
$500 million in payments
BondAval
https://www.bondaval.com/
Transforming non-payment risk protection
Founded in 2020, B2B insurtech Bondaval protects companies when their customers buy now, but don't pay later, and is already serving some of the largest companies in the world. While existing options are opaque, inflexible or limited, Bondaval's range of insurance products are made more powerful via their proprietary technology platform, which translates policy obligations into clear tasks, helps aggregate and monitor risk signals, and makes limit management effortless for credit managers. With their receivables secured, businesses can grow faster with more peace of mind, achieve more predictable financial performance, and even access new lines of financing.
- Offices in
London ,New York andDallas - Licensed in 30+ countries
Taster
https://taster.com/
Food innovators redefining quick-service dining
Taster was founded with the goal of revolutionising the quick-service food experience globally. In 2017, the company raised €8 million, and by 2021, they secured an additional €30 million. By the end of 2023, Taster had grown to 400 online restaurants, with its franchise network expanding across
- Operating in over 90 cities across
Europe
We are disappointed to report a net decrease in the value of the portfolio of £137 million since
| Portfolio: | Investment focus: | Investment cost: | Total valuation including cost: | |
| 1 | Skin+Me | Health | £11.5m | £44.9m |
| 2 | B2B Software | £13.6m | £35.0m | |
| 3 | Permutive | B2B Software | £19.0m | £31.0m |
| 4 | Elliptic | Fintech | £9.9m | £26.2m |
| 5 | Vitesse | Fintech | £8.8m | £25.8m |
| 6 | ManyPets | Fintech | £10.0m | £24.6m |
| 7 | Pelago1 | Health | £17.9m | £23.2m |
| 8 | Legl | B2B Software | £7.3m | £18.6m |
| 9 | Orbex | Deep tech | £12.0m | £17.8m |
| 10 | Token | Fintech | £12.6m | £16.5m |
| 11 | Taster | Consumer | £8.1m | £15.4m |
| 12 | vHive | Deep tech | £8.0m | £14.9m |
| 13 | Ometria | B2B Software | £11.5m | £14.0m |
| 14 | SeatFrog | Consumer | £9.6m | £13.5m |
| 15 | KatKin | Consumer | £8.2m | £13.2m |
| 16 | Automata | Health | £12.3m | £12.4m |
| 17 | XYZ | Consumer | £15.3m | £10.7m |
| 18 | BondAval | Fintech | £7.1m | £10.6m |
| 19 | Iovox | B2B Software | £7.2m | £10.4m |
| 20 | Ibex | Health | £11.8m | £9.5m |
- Digital
Therapeutics, Inc. , formerly Quit Genius, has rebranded as Pelago.
Top 10 investments in detail1
1
Skin+Me
Skin+Me offers direct-to-consumer, personalised skincare.
www.skinandme.com
| Initial investment date: | |
| Investment cost: | £11.5m |
| (2023: £11.5m) | |
| Valuation: | £44.9m |
| (2023: £48.5m) | |
| Last submitted accounts: | |
| Turnover: | £28.7m (2023: £14.3m) |
| Profit/(loss) before tax: | £1.8m |
| (2023: £(3.3)m) | |
| Net assets: | £12.8m |
| (2023: £(0.7m) | |
| Valuation methodology: | Multiple 2023: Multiple |
2
www.amplience.com
| Initial investment date: | |
| Investment cost: | £13.6m |
| (2023: £13.6m) | |
| Valuation: | £35.0m |
| (2023: £41.8m) | |
| Last submitted accounts: | |
| Turnover: | £16.0m |
| (2023: £14.9m) | |
| Loss before tax: | £(5.5)m |
| (2023: £(8.1)m) | |
| Net assets: | £(22.8)m |
| (2023: (£17.4m) | |
| Valuation methodology: | Multiple 2023: Multiple |
3
Permutive
Permutive’s publisher data platform gives its customers an in-the-moment view of everyone on their site.
www.permutive.com
| Initial investment date: | |
| Investment cost: | £19.0m |
| (2023: £19.0m) | |
| Valuation: | £31.0m |
| (2023: £41.2m) | |
| Last submitted accounts: | |
| Turnover: | Not available2 |
| (2023: £9.8m) | |
| Loss before tax: | Not available2 |
| (2023: £(19.3)m) | |
| Net assets: | Not available2 |
| (2023: £(40.2)m) | |
| Valuation methodology: | Multiple |
| 2023: Multiple |
4
Elliptic
Crypto compliance and forensic investigation solutions used by financial institutions, crypto businesses, law enforcement, and regulators to detect and prevent financial crime.
www.elliptic.co
| Initial investment date: | |
| Investment cost: | £9.9m |
| (2023: £9.9m) | |
| Valuation: | £26.2m |
| (2023: £19.0m) | |
| Last submitted accounts: | |
| Turnover: | £13.7m |
| (2023: £9.6m) | |
| Loss before tax: | £(16.4)m |
| (2023: £(27.1)m) | |
| Net assets: | £(3.8)m |
| (2023: £10.6m) | |
| Valuation methodology: | Multiple 2023: Multiple |
5
Vitesse
A settlement and liquidity management platform to hold funds and deliver international payments globally, using domestic, in-country processing.
www.vitesse.io/
| Initial investment date: | |
| Investment cost: | £8.8m |
| (2023: £10.1m) | |
| Valuation: | £25.8m |
| (2023: £26.6m) | |
| Last submitted accounts: | |
| Consolidated turnover: | £24.8m |
| (2023: £11.2m) | |
| Consolidated profit/(loss) before tax: | £0.6m |
| (2023: £(5.7)m) | |
| Net assets: | £17.3m |
| (2023: £16.2m) | |
| Valuation methodology: | Multiple 2023: Last Round |
6
ManyPets
An award-winning insurtech company with a specific focus on providing better pet insurance for everyone.
www.manypets.com
| Initial investment date: | |
| Investment cost: | £10.0m |
| (2023: £10.0m) | |
| Valuation: | £24.6m |
| (2023: £47.1m) | |
| Last submitted accounts: | |
| Turnover: | £29.6m |
| (2023: £35.9m) | |
| Loss before tax: | £(34.1)m |
| (2023: £(67.5)m) | |
| Net assets: | £79.9m |
| (2023: £110.6m) | |
| Valuation methodology: | Multiple 2023: Multiple |
7
Pelago
A digital health solution for managing substance use disorders.
www.pelagohealth.com
| Initial investment date: | |
| Investment cost: | £17.9m (2023: £17.9m) |
| Valuation: | £23.2m |
| (2023: £38.6m) | |
| Last submitted accounts: | Not available2 |
| Turnover: | Not available2 2023: Not available2: |
| Loss before tax: | Not available2 2023: Not available2 |
| Net assets: | Not available2 2023: Not available2 |
| Valuation methodology: | Multiple 2023: Last round |
8
Legl
Cloud based legal workflow automation platform.
www.legl.com
| Initial investment date: | |
| Investment cost: | £7.3m |
| (2023: £7.3m) | |
| Valuation: | £18.6m |
| (2023: £13.8m) | |
| Last submitted accounts: | |
| Turnover: | Not available2 |
| 2023: Not available2 | |
| Profit/(loss) before tax: | |
| (2023: | |
| Net assets: | |
| (2023: | |
| Valuation methodology: | Multiple 2023: Multiple |
9
Orbex
Focused on providing low-cost orbital launch services for small satellites.
www.orbex.space
| Initial investment date: | |
| Investment cost: | £12.0m |
| (2023: £10.3m) | |
| Valuation: | £17.8m |
| (2023: £15.3m) | |
| Last submitted group accounts: | |
| Turnover: | Not available2 2023: Not available2 |
| Consolidated loss before tax: | £(17.2)m (2023:(8.8)m) |
| Consolidated net assets: | £16.3m |
| (2023: £31.8m) | |
| Valuation methodology: | Scenario Analysis 2023: Scenario Analysis |
10
Token
A leading open banking solution, focused on payments.
www.token.io
| Initial investment date: | |
| Investment cost: | £12.6m |
| (2023: £12.6m) | |
| Valuation: | £16.5m |
| (2023: £17.1m) | |
| Last submitted group accounts: | |
| Turnover: | Not available2 2023: Not available2 |
| Loss before tax: | Not available2 2023: Not available2 |
| Net assets: | £0.9m |
| (2023: £0.7m) | |
| Valuation methodology: | Multiple 2023: Multiple |
1. These are numbers per latest public filings. More recent figures have not yet been disclosed.
2. Information not publicly available.
Outlook
Our portfolio companies have been navigating a turbulent few years and global geo‑political and economic conditions remain uncertain. Due to the early‑stage nature of the portfolio companies, any improvement in conditions will not be felt immediately.
The fundraising environment remains challenging for portfolio companies, with 2024 seeing both a decline in the number of investments completed at the seed and Series A stages and many rounds completing at decreased valuations. This is largely a function of a reset in venture-backed valuations which began in 2022, with many companies having no option but to accept a reduced valuation to bring in new capital to survive or scale. We have also seen in the year that the venture landscape has been reshaped by AI, which captured a 37% share in all funding in 2024 and 17% of all deals.1 However, when AI investments are excluded, global deal activity dropped to its lowest levels since 2016.
With some of our portfolio companies struggling to secure new investors and requiring significant investment to develop, many have had to focus on cash preservation and limit their growth. As such, the valuation multiples being applied have declined in line with this. We have also seen some companies being unable to achieve the milestones Octopus set out when the initial investment was completed and so we have seen more declines in value.
Looking to the future, the
- Capital allocation: aims to optimise financial planning by fostering stronger alignment between each company’s strategic objectives and their financial plans, reducing the risk of unexpected cash issues and value-eroding insolvencies or emergency down-rounds. Improving financial planning will ensure efficient resource allocation, minimise risks and enhance profitability, ultimately leading to sustainable growth and long-term success.
- Return: looking to drive exits or other liquidity events as part of a clear aim of regularly recycling capital back into the Company.
- Raise: to improve fundraising outcomes for portfolio companies, through initiatives such as supporting the creation of fundraising material, network introductions for potential investors or timeframe planning. Raising additional funding is crucial to provide the necessary capital to expand operations, invest in new technologies and seize available growth opportunities, ensuring a company's long-term viability and competitive edge.
- Talent and board: to drive performance in companies by supporting and influencing the build of high performing leadership teams and effective boards. This workstream is driven by
Octopus Ventures in-house People and Talent team. Building talented teams drives innovation, enhances productivity and contributes to a positive work culture, all of which lead to a company’s overall success.
Titan’s capital and resources have been prioritised on those portfolio companies which have the potential to drive the greatest returns. This portfolio focus has been leveraging the advantages Titan has of being a very large and mature VCT holding a highly diversified portfolio. Having made over 80 investments in the preceding few years, there remains the opportunity for long-term returns to the Company. The ongoing focus for the team will be optimising growth plans for the portfolio and taking advantage of exit opportunities.
1. https://www.cbinsights.com/research/report/venture-trends-2024/
Risks and risk management
The Board assesses the risks faced by Titan and, as a board, reviews the mitigating controls and actions, and monitors the effectiveness of these controls and actions.
Emerging and principal risks, and risk management
Emerging risks
The Board has considered emerging risks. The Board seeks to mitigate emerging risks and those noted below by setting policy, regular review of performance and monitoring progress and compliance. In the mitigation and management of these risks, the Board applies the principles detailed in the Financial Reporting Council’s Guidance on Risk Management, Internal Control and Related Financial and Business Reporting.
The following are some of the potential emerging risks that management and the Board are currently monitoring:
- adverse changes in global macroeconomic environment;
- challenging market conditions for private company fundraising and exits;
- geo-political instability; and
- climate change.
Principal risks
| Risk | Mitigation | Change |
| Investment performance: | ||
| The focus of Titan’s investments is into 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 | Risk exposures continue to increase due to the difficult macro environment and challenging trading conditions for some portfolio companies continuing. |
| Risk | Mitigation | Change |
| VCT qualifying status: | ||
| Titan is required at all times to observe the conditions for the maintenance of approved VCT status. The loss of such approval could lead to Titan and its investors losing access to the various tax benefits associated with VCT status and investment. | Octopus tracks Titan’s qualifying status regularly throughout the year, and reviews this at key points including investment realisation. This status is reported to the Board at each Board meeting. The Board has also engaged external independent advisers to undertake an independent VCT status monitoring role. | Decreased exposures reflected in the previous period remain. VCT status monitoring by independent advisers continues to reduce the risk of an issue causing a loss of VCT status. |
| Risk | Mitigation | Change |
| 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 Titan. | The Portfolio Manager has a broad team, experienced in and focused on early-stage investing and portfolio company management. Various mitigants exist to assist in managing key person risk. These include frameworks that review succession, remuneration and career progression. Workforce planning is continuous and reviews skillsets and team structures. To reduce the exposure further, the core team is also supplemented by part-time venture partners with sector or functional specialism. | The increased exposures reflected in the previous period remain due to the loss of the lead fund manager and other leadership positions at the Portfolio Manager. The absence of a performance fee and lack of new investments or deal-making opportunities compared to previous periods are also factors. |
| Risk | Mitigation | Change |
| Operational: | ||
| The Board is reliant on the Portfolio Manager to manage investments effectively, and manage the services of a number of third parties, in particular the registrar, 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 Board reviews the system of internal controls, both financial and non-financial, operated by Octopus (to the extent the latter are relevant to Titan’s internal controls). These include controls designed to make sure that Titan’s assets are safeguarded and that proper accounting records are maintained. | No overall change in risk exposure on balance. |
| Risk | Mitigation | Change |
| Information security: | ||
| A loss of key data could result in a data breach and fines. The 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. | No overall change on balance, although cyber threat remains a significant risk area faced by all service providers. The appropriateness of mitigants in place are continuously reassessed to adapt to new risk exposures, such as those posed by artificial intelligence. |
| Risk | Mitigation | Change |
| Economic: | ||
| Events such as an economic recession and movement in interest rates could adversely affect some smaller companies’ valuations, as they may be more vulnerable to changes in trading conditions or the sectors in which they operate. This could result in a reduction in the value of Titan’s assets. | Titan invests in a diverse portfolio of companies, across a range of sectors, which helps to mitigate against the impact on any one sector. Titan also maintains adequate liquidity to make sure it can continue to provide follow‑on investment to those portfolio companies which require it and which is supported by the individual investment case. | Increased exposures reflected in the previous periods remain and have heightened further as economic uncertainty persists through high inflation, high interest rates and other economic factors. |
| Risk | Mitigation | Change |
| Legislative: | ||
| A change to the VCT regulations could adversely impact Titan by restricting the companies Titan can invest in under its current strategy. Similarly, changes to VCT tax reliefs for investors could make VCTs less attractive and impact Titan’s ability to raise further funds. | The Portfolio Manager engages with | Risk exposure has continued to reduce since the previous period following the extension of the sunset clause to 2035 being agreed. |
| Risk | Mitigation | Change |
| Liquidity: | ||
| The risk that Titan’s available cash will not be sufficient to meet its financial obligations. Titan invests in smaller unquoted companies, which are inherently illiquid as there is no readily available market for these shares. Therefore, these may be difficult to realise for their fair market value at short notice. | Titan’s liquidity risk is managed on a continuing basis by Octopus in accordance with policies and procedures agreed by the Board. Titan’s overall liquidity risks are monitored on a quarterly basis by the Board, with frequent budgeting and close monitoring of available cash resources. Titan maintains sufficient investments in cash and readily realisable securities to meet its financial obligations. At | Risk exposure has continued to increase, reflecting economic uncertainty, the impact on fundraising and the risk of failing to exit portfolio companies. |
| Risk | Mitigation | Change |
| Valuation: | ||
| The portfolio investments are valued in accordance with | Valuations of portfolio companies are performed by appropriately experienced staff, with detailed knowledge of both the portfolio company and the market it operates in. These valuations are then subject to review and approval by Octopus’ Valuation Committee, comprised of staff who are independent of | Risk exposure remains unchanged from the previous period due to economic uncertainty within valuation modelling. |
| Risk | Mitigation | Change |
| Foreign currency exposure: | ||
| Investments held and revenues generated in other currencies may not generate the expected level of returns due to changes in foreign exchange rates. | Octopus and the Board regularly review the exposure to foreign currency movement to make sure the level of risk is appropriately managed. Investments are primarily made in GBP, EUR and USD so exposure is limited to a small number of currencies. On realisation of investments held in foreign currencies, cash is converted to GBP shortly after receiving the proceeds to limit the amount of time exposed to foreign currency fluctuations. | Risk exposure has not changed since the previous period. |
Viability statement
In accordance with the FRC
The Board carried out a robust assessment of the emerging and principal risks facing Titan and its current position, including 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 Titan’s reliance on, and close working relationship with, the Portfolio Manager.
The Board has carried out robust stress testing of cash flows which included assessing the resilience of portfolio companies, including the requirement for any future financial support and the ability to pay dividends, and buybacks.
The Board has additionally considered the ability of Titan 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 Titan will be able to continue in operation and meet its liabilities as they fall due over the five-year period to
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 Listing Rules of the
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
- 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.
Insofar as each of the Directors is aware:
- there is no relevant audit information of which the Company’s auditor is unaware; and
- the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.
The Directors are responsible for preparing the annual report 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
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
Chair
Income statement
| Year to | Year to | ||||||
| Revenue | Capital | Total | Revenue | Capital | Total | ||
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | ||
| Gain/(loss)/gain on disposal of fixed asset investments | — | 5,184 | 5,184 | — | (1,870) | (1,870) | |
| Gain on disposal of current asset investments | — | 563 | 563 | — | 355 | 355 | |
| Loss on valuation of fixed asset investments | — | (136,894) | (136,894) | — | (131,655) | (131,655) | |
| Gain on valuation of current asset investments | — | 4,439 | 4,439 | — | 8,098 | 8,098 | |
| Investment income | 4,215 | — | 4,215 | 4,467 | — | 4,467 | |
| Investment management fee | (954) | (18,125) | (19,079) | (1,054) | (20,028) | (21,082) | |
| Other expenses | (6,072) | — | (6,072) | (6,264) | — | (6,264) | |
| Foreign exchange translation | — | (5) | (5) | — | (1,548) | (1,548) | |
| Loss before tax | (2,811) | (144,838) | (147,649) | (2,851) | (146,648) | (149,499) | |
| Tax | — | — | — | — | — | — | |
| Loss after tax | (2,811) | (144,838) | (147,649) | (2,851) | (146,648) | (149,499) | |
| Loss per share – basic and diluted | (0.2)p | (8.8)p | (9.0)p | (0.2)p | (9.7)p | (9.9)p | |
- The ‘Total’ column of this statement is the profit and loss account of Titan. The supplementary revenue return and capital return columns have been prepared under guidance published by the
Association of Investment Companies . - All revenue and capital items in the above statement derive from continuing operations.
- Titan has only one class of business and derives its income from investments made in shares and securities, and from bank and money market funds.
Titan has no other comprehensive income for the period.
The accompanying notes form an integral part of the financial statements.
Balance sheet
| As at | As at | |||||
| £’000 | £’000 | £’000 | £’000 | |||
| Fixed asset investments | 640,797 | 791,403 | ||||
| Current assets: | ||||||
| Money market funds | 93,523 | 91,172 | ||||
| Corporate bonds | 90,247 | 108,669 | ||||
| Applications cash1 | 22 | 17,842 | ||||
| Cash at bank | 213 | 2,970 | ||||
| Debtors | 8,412 | 1,218 | ||||
| 192,417 | 221,871 | |||||
| Creditors: amounts falling due within one year | (1,856) | (19,530) | ||||
| Net current assets | 190,561 | 202,341 | ||||
| Net assets | 831,358 | 993,744 | ||||
| Share capital | 1,647 | 1,594 | ||||
| Share premium | — | 45,780 | ||||
| Capital redemption reserve | 141 | 74 | ||||
| Special distributable reserve | 1,056,537 | 1,025,614 | ||||
| Capital reserve realised | (125,444) | (89,570) | ||||
| Capital reserve unrealised | (57,285) | 51,674 | ||||
| Revenue reserve | (44,238) | (41,422) | ||||
| Total equity shareholders’ funds | 831,358 | 993,744 | ||||
| NAV per share | 50.5p | 62.4p | ||||
- Funds raised from investors since Titan opened for new investment which have not been allotted as at year end.
The accompanying notes form an integral part of the financial statements.
The statements were approved by the Directors and authorised for issue on
Company Number 06397765
Statement of changes in equity
| Capital | Special | Capital | Capital | |||||
| Share | Share | redemption | distributable | reserve | reserve | Revenue | ||
| capital | premium | reserve | reserve1 | realised1 | unrealised | reserve1 | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| As at | 1,594 | 45,780 | 74 | 1,025,614 | (89,570) | 51,674 | (41,422) | 993,744 |
| Comprehensive income for the year: | ||||||||
| Management fees allocated as capital expenditure | — | — | — | — | (18,125) | — | — | (18,125) |
| Current year gain on disposal of fixed asset investments | — | — | — | — | 5,184 | — | — | 5,184 |
| Current year gain on disposal of current asset investments | — | — | — | — | 563 | — | — | 563 |
| Loss on fair value of fixed asset investments | — | — | — | — | — | (136,894) | — | (136,894) |
| Gain on fair value of current asset investments | — | — | — | — | — | 4,439 | — | 4,439 |
| Loss after tax | — | — | — | — | — | — | (2,811) | (2,811) |
| Foreign exchange translation | — | — | — | — | — | — | (5) | (5) |
| Total comprehensive income for the year | — | — | — | — | (12,378) | (132,455) | (2,816) | (147,649) |
| Contributions by and distributions to owners: | ||||||||
| Share issue (includes DRIS) | 120 | 76,664 | — | — | — | — | — | 76,784 |
| Share issue costs | — | (1,893) | — | — | — | — | — | (1,893) |
| Repurchase of own shares | (67) | — | 67 | (37,986) | — | — | — | (37,986) |
| Dividends paid (includes DRIS) | — | — | — | (51,642) | — | — | — | (51,642) |
| Total contributions by and distributions to owners | 53 | 74,771 | 67 | (89,628) | — | — | — | (14,737) |
| Other movements: | ||||||||
| Share premium cancellation | — | (120,551) | — | 120,551 | — | — | — | — |
| Prior year fixed asset gains now realised | — | — | — | — | 7,473 | (7,473) | — | — |
| Prior year current asset losses now realised | — | — | — | — | (74) | 74 | — | — |
| Transfer between reserves | — | — | — | — | (30,895) | 30,895 | — | — |
| Total other movements | — | (120,551) | — | 120,551 | (23,496) | 23,496 | — | — |
| Balance as at | 1,647 | — | 141 | 1,056,537 | (125,444) | (57,285) | (44,238) | 831,358 |
- Reserves are available for distribution, subject to the restrictions.
The accompanying notes form an integral part of the financial statements.
| Capital | Special | Capital | Capital | |||||
| Share | Share | redemption | distributable | reserve | reserve | Revenue | ||
| capital | premium | reserve | reserve1 | realised1 | unrealised | reserve1 | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| As at | 1,368 | 92,896 | 27 | 887,288 | (53,430) | 160,634 | (37,023) | 1,051,760 |
| Comprehensive income for the year: | ||||||||
| Management fees allocated as capital expenditure | — | — | — | — | (20,028) | — | — | (20,028) |
| Current year loss on disposal of fixed asset investments | — | — | — | — | (1,870) | — | — | (1,870) |
| Current year gain on disposal of current asset investments | — | — | — | — | 355 | — | — | 355 |
| Loss on fair value of fixed asset investments | — | — | — | — | — | (131,655) | — | (131,655) |
| Gain on fair value of current asset investments | — | — | — | — | — | 8,098 | — | 8,098 |
| Loss after tax | — | — | — | — | — | — | (2,851) | (2,851) |
| Foreign exchange translation | — | — | — | — | — | — | (1,548) | (1,548) |
| Total comprehensive income for the year | — | — | — | — | (21,543) | (123,557) | (4,399) | (149,499) |
| Contributions by and distributions to owners: | ||||||||
| Share issue (includes DRIS) | 273 | 207,132 | — | — | — | — | — | 207,405 |
| Share issue costs | — | (5,737) | — | — | — | — | — | (5,737) |
| Repurchase of own shares | (47) | — | 47 | (32,422) | — | — | — | (32,422) |
| Dividends paid (includes DRIS) | — | — | — | (77,763) | — | — | — | (77,763) |
| Total contributions by and distributions to owners | 226 | 201,395 | 47 | (110,185) | — | — | — | 91,483 |
| Other movements: | ||||||||
| Share premium cancellation | — | (248,511) | — | 248,511 | — | — | — | — |
| Prior year current asset losses now realised | — | — | — | — | (355) | 355 | — | — |
| Transfer between reserves | — | — | — | — | (14,242) | 14,242 | — | — |
| Total other movements | — | (248,511) | — | 248,511 | (14,597) | 14,597 | — | — |
| Balance as at | 1,594 | 45,780 | 74 | 1,025,614 | (89,570) | 51,674 | (41,422) | 993,744 |
- Reserves are available for distribution, subject to the restrictions.
The accompanying notes form an integral part of the financial statements.
Cash flow statement
| Year to 31 December | Year to 31 December | ||
| 2024 | 2023 | ||
| £’000 | £’000 | ||
| Reconciliation of profit to cash flows from operating activities | |||
| Loss before tax1 | (147,649) | (149,499) | |
| Decrease in debtors2 | 279 | 3,671 | |
| Decrease/(increase) in creditors | 146 | (440) | |
| Gain on disposal of current asset investments | (563) | (355) | |
| Gain on valuation of current asset investments | (4,439) | (8,098) | |
| Gain on disposal of fixed asset investments | (5,184) | (1,111) | |
| Loss on valuation of fixed asset investments | 136,894 | 131,655 | |
| Outflow from operating activities | (20,516) | (24,177) | |
| Cash flows from investing activities | |||
| Sale of current asset investments | 23,424 | 4,028 | |
| Purchase of fixed asset investments | (30,011) | (97,650) | |
| Proceeds from sale of fixed asset investments3 | 41,432 | 45,637 | |
| Inflow/(outflow) from investing activities | 34,845 | (47,985) | |
| Cash flows from financing activities | |||
| Movement in applications account | (17,820) | (5,457) | |
| Dividends paid (net of DRIS) | (43,881) | (58,210) | |
| Purchase of own shares | (37,986) | (32,422) | |
| Share issues (net of DRIS) | 69,025 | 187,852 | |
| Share issue costs | (1,893) | (5,737) | |
| (Outflow)/inflow from financing activities | (32,555) | 86,026 | |
| Increase/(decrease) in cash and cash equivalents | (18,226) | 13,864 | |
| Opening cash and cash equivalents | 111,984 | 98,120 | |
| Closing cash and cash equivalents | 93,758 | 111,984 | |
| Cash and cash equivalents comprise | |||
| Cash at bank | 213 | 2,970 | |
| Applications cash | 22 | 17,842 | |
| Money market funds | 93,523 | 91,172 | |
| Closing cash and cash equivalents | 93,758 | 111,984 |
- Loss before tax includes cashflows from dividends of £4.2 million (2023: £4.2 million).
- Movement in debtors, net of disposal proceeds received in the year £41.4 million, with £40.9 million relating to current year disposals and £0.5 million relating to prior year disposals.
- Of these proceeds, £12.4 million was distributed from
Zenith Holding Company , a wholly owned subsidiary of Titan, to Titan during the year.
The accompanying notes form an integral part of the financial statements.
Notes to the financial statements
1. Principal accounting policies
Titan is a
Titan has been approved as a
The principal activity of Titan is to invest in a diversified portfolio of
The financial statements are presented in GBP (£) to the nearest £’000. The functional 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
2. Investment income
Accounting policy
Investment income includes interest earned on money market funds. Dividend income is shown net of any related tax credit.
Dividends receivable are brought into account when Titan’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 | Year to | |
| 31 December | 31 December | |
| 2024 | 2023 | |
| £’000 | £’000 | |
| Money market funds | 4,215 | 4,154 |
| Loan note interest receivable | — | 313 |
| Total investment income | 4,215 | 4,467 |
In the current year, accrued loan note interest income is treated to be included in the fair value of investments. The opening balance of accrued loan interest has been reclassified to be included in the fair value of investments. This reclassification amends the balance previously reported as of
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 5% to revenue and 95% to capital, in line with the Board’s expected long-term return in the form of income and capital gains respectively from Titan’s investment portfolio.
Disclosure
| Year to | Year to | |||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Investment | ||||||
| management fee | 954 | 18,125 | 19,079 | 1,054 | 20,028 | 21,082 |
The Portfolio Manager provides investment management services through agreements with
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 | Year to | |
| 31 December | 31 December | |
| 2024 | 2023 | |
| £’000 | £’000 | |
| Ongoing adviser and non-advised charges | 2,111 | 2,370 |
| Non-investment services fee1 | 2,078 | 2,020 |
| Other fees | 780 | 480 |
| Directors’ remuneration2 | 263 | 192 |
| Audit fees | 204 | 191 |
| Registrar’s fees | 196 | 200 |
| Depositary fees | 187 | 270 |
| Listing fees | 136 | 401 |
| Directors and Officers (D&O) insurance | 117 | 123 |
| Impairment of accrued loan note interest receivable | — | 17 |
| Total | 6,072 | 6,264 |
- For further information please see note 9.
- Includes employers’ NI.
Total ongoing charges are capped at 2.5% of net assets. For the year to
5. Tax on ordinary activities
Accounting policy
Corporation tax payable is applied to profits chargeable to corporation tax, if any, at the 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 recommended in the SORP.
Deferred tax is recognised in respect of all timing differences at the reporting date. Timing differences are differences between taxable profits and total 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 (2023: £nil).
| Year to | Year to | |
| 31 December | 31 December | |
| 2024 | 2023 | |
| £’000 | £’000 | |
| Loss on ordinary activities before tax | (147,649) | (149,499) |
| Current tax at 25% (2023: 23.5%) | (36,912) | (35,163) |
| Effects of: | ||
| Non‑taxable income | (1,054) | (977) |
| Non‑taxable capital loss | 31,677 | 29,418 |
| Non‑deductible expenses | 55 | 71 |
| Zenith distribution1 | 3,100 | — |
| Excess management expenses on which deferred tax not recognised | 3,134 | 7,070 |
| Tax rate differences2 | — | (419) |
| Total current tax charge | — | — |
1. £12.4 million was distributed from
2. Tax rate difference in the year to
Unrelieved tax losses of £227,486,000 (2023: £214,949,000) are estimated to be carried forward at
Approved VCTs are exempt from tax on capital gains. As the Directors intend for Titan 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.
6. Dividends
Accounting policy
Dividends payable are recognised as distributions in the financial statements when Titan’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 | Year to | |
| 31 December | 31 December | |
| 2024 | 2023 | |
| £’000 | £’000 | |
| Dividends paid in the year | ||
| Previous year’s second interim dividend – 1.9p (2023: 3.0p) | 31,876 | 46,127 |
| Current year’s interim dividend – 1.2p (2023: 2.0p) | 19,767 | 31,636 |
| Total | 51,643 | 77,763 |
| Dividends in respect of the year | ||
| Interim dividend – 1.2p (2023: 2.0p) | 19,767 | 31,636 |
| Second interim dividend – 0.5p (2023: 1.9p) | 8,236 | 31,876 |
| Total | 28,003 | 63,512 |
The figures above include dividends elected to be reinvested through the DRIS.
The second interim dividend of 0.5p for the period ending
7. Earnings per share
| Year to | Year to | |||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| Loss attributable to Ordinary shareholders (£’000) | (2,811) | (144,838) | (147,649) | (2,851) | (146,648) | (149,499) |
| Loss per Ordinary share (p) | (0.2)p | (8.8)p | (9.0)p | (0.2)p | (9.7)p | (9.9)p |
The total loss per share is based on 1,644,900,726 (2023: 1,506,111,802) Ordinary shares, being the weighted average number of Ordinary shares in issue during the year.
There are no potentially dilutive capital instruments in issue and so no diluted return per share figures are relevant. The basic and diluted earnings per share are therefore identical.
8. Net asset value per share
| 31 December | 31 December | |
| 2024 | 2023 | |
| Net assets (£) | 831,358,000 | 993,744,000 |
| Ordinary shares in issue | 1,647,212,355 | 1,593,601,092 |
| NAV per share (p) | 50.5 | 62.4 |
9. Transactions with the Manager and Portfolio Manager
Since
Titan paid
Octopus provides non-investment services to the Company and receives a fee for these services which is capped at the lower of (i) 0.3% per annum of the Company’s NAV or (ii) the administration and accounting costs of the Company for the year ended
In addition, Octopus is entitled to performance-related incentive fees. The incentive fees were designed to ensure that there were significant tax-free dividend payments made to shareholders as well as strong performance in terms of capital and income growth, before any performance-related fee payment was made.
Due to performance in the year, the total value has decreased to 155.6p, representing a total loss of 8.8p. Therefore, the high water mark for the 2025 financial year remains at 197.7p.
If, on a subsequent financial year end, the performance value of Titan falls short of the high water mark on the previous financial year end, no performance fee will arise. If, on a subsequent financial year end, the performance exceeds the previous best high water mark of Titan, the Manager will be entitled to 20% of such excess in aggregate.
Octopus received £39,000 in the period to
The cap relating to Titan’s total ongoing charges ratio, that is the regular, recurring costs of Titan expressed as a percentage of its NAV, above which Octopus has agreed to pay, is 2.5%, and is calculated in accordance with the AIC Guidelines.
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/.
10. Related party transactions
Titan owns
In the year,
Several members of the Octopus investment team hold non-executive directorships as part of their monitoring roles in Titan’s portfolio companies, but they have no controlling interests in those companies.
Details of the Directors and their remuneration can be found in the Directors’ Remuneration Report.
The Directors received the following dividends from Titan:
| Year to | Year to | |
| 31 December | 31 December | |
| 2024 | 2023 | |
| £ | £ | |
| Jane O’Riordan | 4,766 | 6,901 |
| 1,464 | 1,889 | |
| 2,406 | 2,776 | |
| 138 | 89 | |
| 738 — | 901 — |
11. 2024 financial information
The figures and financial information for the year ended
12. 2023 financial information
The figures and financial information for the period ended
13. Annual Report and financial statements
The Annual Report and financial statements will be posted to shareholders in early May and will be available on the Company’s website, octopustitanvct.com. The Notice of Annual General Meeting is contained within the Annual Report.
14. General information
Registered in
LEI: 213800A67IKGG6PVYW75
15. Directors
16. Secretary and registered office
6th Floor, 33
