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OCTOPUS FUTURE GENERATIONS VCT PLC

Interim Report Sep 23, 2025

5102_ir_2025-09-23_9df02970-aa6b-4624-9410-2bc0b3edc9f5.pdf

Interim Report

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Octopus Future Generations VCT plc

Half-Yearly Report 2025

Octopus Future Generations VCT plc ('Future Generations VCT' or the 'Company') is backing businesses that aim to address some of society's biggest challenges, providing an opportunity for investors to share in the growth of ambitious, purpose‑driven companies.

The Company is managed by Octopus AIF Management Limited (the 'Manager'), which has delegated investment management to Octopus Investments Limited ('Octopus' or 'Portfolio Manager') via its investment team Octopus Ventures.

Octopus Investments' awards

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Interim management report

Chair's statement 3
Investment themes 5
Portfolio Manager's review 6
Operating responsibly 11

Financials

Directors' responsibilities statement 13
Income statement 14
Balance sheet 15
Statement of changes in equity 16
Cash flow statement 19
Condensed notes to the financial report 20
Investment portfolio 22
Shareholder information and contact details 24
Glossary of terms 26
Directors and advisers 27

Key dates

Dividend payment date 24 September 2025 Annual results for the year ended 31 December 2025 April 2026

Investment themes p.5

Portfolio Manager's review p.6

Financials p.13

Chair's statement

I am pleased to present the unaudited half-yearly report and accounts for the Company for the six months to 30 June 2025.

The Net Asset Value (NAV) per share at 30 June 2025 was 88.4p, which represents a net decrease of 0.4p per share (-0.5%) from 31 December 2024. We are now in the fourth year of investing, and while many of our companies remain at an early stage, the portfolio continues to develop in line with our long-term strategy. The recently declared special dividend payment allows shareholders to benefit from our first company realisation.

In the six months, the Company invested £4.5m into five new and follow-on opportunities. The cash balance of £20.8 million as at 30 June 2025 represents 39.5% of net assets at that date.

Fundraise

On 3 February 2025, to further support the Company's growth, the Board launched an initial offer to raise up to £5 million. The offer closed for new applications on 1 April 2025 having successfully raised this amount. We would like to take this opportunity to welcome all new shareholders to the Company and thank all shareholders for their continued support.

As investors will be aware, the intention is to invest in businesses which meet one of three key themes, which we believe demonstrate good investment prospects, as well as having the potential to transform the world we live in for the better. These three themes are further summarised on page 5.

Dividend

We are pleased that on 22 August 2025, the Company announced that it would pay its first dividend, marking an important milestone in its progress. A special dividend of 5.6p will be paid on 24 September 2025, as a result of the proceeds received from the successful disposal of Cobee which occurred in September 2024, the Company's first full exit. This first realisation, together with other companies achieving important commercial milestones, provides some encouraging signs that the portfolio is beginning to deliver on its long-term potential.

Following approval of the Dividend Reinvestment Scheme (DRIS) at the Annual General Meeting (AGM) in June, 7% of shareholders have decided to take advantage of the offer and will receive their dividend in Future Generations VCT shares. This is an excellent option for those of you who prefer the capital value of your investment to potentially grow to achieve your investment objectives.

VCT Qualification

We are pleased to report that in June 2025, the Company met the requirement for 80% of the Company's funds to be invested in VCT-qualifying holdings by 30 June 2025. The remainder will continue to be invested in permitted non-VCT qualifying investments or cash.

Principal Risks and Uncertainties

The Board continues to review the risk environment in which the Company operates on a regular basis. There have been no significant changes to the key risks which were described on pages 37 to 39 of the Annual Report for the year ended 31 December 2024. The Board does not anticipate any significant changes to these risks.

Helen Sinclair

Chair's statement continued

Portfolio Manager and team

In September 2024, Octopus Titan VCT plc, a fund which the Company has co-invested alongside to date, announced a review of strategy, due to the ongoing performance issues it has faced. The review has now concluded, and the Shareholder Circular has been distributed summarising the findings and go-forward strategy. As part of the conclusion of the strategic review, Octopus has committed to invest in additional team resourcing. The Board and Octopus have agreed that further senior level resource will help to broaden and deepen the level of experience across the team and increase the focus on driving returns and realisations from the existing portfolio. As detailed in the annual report, Simon King, Lead Fund Manager for Octopus Future Generations VCT, has left to pursue a new opportunity and we will make an announcement regarding his successor in due course.

Outlook

The modest decline in NAV over the six-month reporting period was delivered against a highly volatile and dynamic macroeconomic backdrop. Both economic and geopolitical developments continue to weigh heavily on growth prospects and the fundraising environment for early-stage businesses. Furthermore, the marked decline in the US Dollar, to which certain portfolio companies are exposed, has created a small additional headwind for the Company's performance.

I would like to conclude by thanking both my Board colleagues and the Octopus team on behalf of all shareholders for their hard work. The Board's long-term view of early-stage venture capital remains positive, and I am looking forward to seeing what the remainder of the year brings for the Company.

Helen Sinclair Chair 22 September 2025

Key financials
Total net
assets
(million)
Net Asset
Value (NAV)
per share
Dividend
declared
£52.6 88.4p 5.6p

Investment themes

Revitalising healthcare

Healthcare is essential. Future Generations VCT is backing businesses moving health and wellbeing forward. That could mean investing in entrepreneurs who are improving 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 and accessible.

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. Ultimately, supporting companies that will drive innovation to make the world a better and safer place.

Building a sustainable planet

As society moves to a low carbon economy, the way we produce and consume information, materials and energy is changing. Some of the most exciting early-stage businesses are helping to accelerate this transition. Businesses under this theme might be reducing carbon emissions, protecting ecosystems, or creating a circular economy that removes waste.

Portfolio value by investment theme

The pie chart below illustrates Future Generations VCT's investment focus by portfolio value as a percentage.

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

Below is a breakdown of the 37 investments held as at 30 June 2025, showing the proportion and value of the portfolio in each investment theme:

Overview of investments

The Company completed five investments in the six months to 30 June 2025 (comprising a total of £4.5 million) and one further investment after the reporting date totalling £0.3 million. More information on some of these businesses can be found below:

A selection of our completed investments

Ufonia

The company combines AI and clinical evidence to automate routine clinical conversations. Its technology makes care more convenient, reliable and consistent for patients, increases hospitals' capacity, and allows clinical professionals to spend more time meeting patients' needs. Dora, its medically regulated autonomous clinical assistant, can call any number of patients and have a natural voice conversation covering a wide range of common clinical consultations.

Slamcore

The company has developed spatial intelligence technology for machinery. It creates embedded software that uses data from multiple sensors to help products intelligently understand and navigate the complex and dynamic worlds around them. It works across a range of products, from forklifts to autonomous robots.

Revitalising healthcare Empowering people Building a sustainable planet

Phlux

The company is developing new infrared sensor technology that is transforming the performance of laser range finders, LiDAR systems, and fibreoptic telecommunications test equipment (OTDRs). Its technology can offer up to 50% more range, up to 12x higher resolution and up to 40% lower system cost.

Top ten investments

Here, we set out the cost and valuation of the top ten holdings, which account for over 61% of the value of the portfolio.

Key:

Revitalising healthcare

Empowering people

Building a sustainable planet

Portfolio Investment
theme
Investment
cost
Valuation at
30 June 2025
1 £2.8m £2.8m
2 £2.6m £2.6m
3 £0.9m £2.3m
4 £1.2m £2.3m
5 £1.5m £1.7m
6 £0.6m £1.6m
7 £1.2m £1.6m
8 £1.5m £1.5m
9 £1.1m £1.5m
10 £0.5m £1.4m

Portfolio engagement

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:

1 As of 30 June 2025, only full year 2024 carbon emissions data was available.

Focus on Performance

The NAV of 88.4p per share at 30 June 2025 represents a decrease of 0.4p per share versus a NAV of 88.8p per share as at 31 December 2024. This decrease over the sixmonth period has been largely driven by the downward valuation movements across 13 companies which saw a collective decrease in value of £3.1 million. The businesses which contributed most significantly to this were Infinitopes, CellVoyant and VyperCore. Both Infinitopes and CellVoyant have struggled to raise further follow-on rounds, so their valuations have declined to reflect the risk of them being unsuccessful in securing funding. Unfortunately, VyperCore's board appointed administrators in the reporting period as it was unable to secure further funding having not achieved its commercial milestones set at the time of the Company's initial investment.

Conversely, 13 companies delivered a collective increase in value of £3.2 million. These valuation increases reflect businesses which have successfully concluded further funding rounds, grown revenues or met certain important milestones. Notable strong performers in the portfolio include RemoFirst, Ufonia and Manual. These top contributors demonstrate that there are opportunities available for companies to scale even during periods of heightened headwinds in the economy.

Octopus Ventures believes that some of the companies which have seen decreased valuations in the six-month period have the potential to overcome the issues they face and get their growth plans back on track. Octopus Ventures will continue to work closely with these companies to help them realise their ambitions. In some cases, if a company is achieving its performance milestones, the support offered could include further funding, to ensure a business has the capital it needs

to execute on its strategy. At this early stage of the Company's life cycle, it is to be anticipated that failures will likely precede valuation growth, which takes longer as the portfolio companies must achieve their agreed milestones and mature.

In the six months to 30 June 2025, the Company received deferred proceeds from the sale of Cobee (to Pluxee in 2024).

The gain on Future Generations VCT's uninvested cash reserves was £0.5 million in the six-months to 30 June 2025 (31 December 2024: gain of £1.4 million), driven by returns on money market funds. The Board's objective for these investments is to generate sufficient returns through the cycle to cover costs, at limited risk to capital.

VCT-qualifying status

Shoosmiths LLP provides both the Board and Octopus with advice concerning ongoing compliance with HMRC rules and regulations concerning VCTs and has advised that Future Generations VCT continues to be compliant with the conditions set by HMRC for maintaining approval as a VCT.

As at 30 June 2025, 100% of the portfolio (as measured by HMRC rules) was invested in VCT-qualifying investments, above the 80% current VCT-qualifying threshold. This threshold is continually monitored both internally by the Manager and by external advisers and proactive measures are taken to optimise it.

Outlook

The modest decline in NAV over the six months follows a period of progress seen in the latter half of 2024. While short-term fluctuations are expected in earlystage investing, we continue to see encouraging signs of development across the portfolio. The team have continued to deploy funds, investing £4.5 million, which includes follow-on investments into the portfolio companies which we believe are exciting opportunities for the Company and are showing potential.

This performance is set against an extremely volatile market backdrop which is looking likely to continue. We will continue to support our companies through our inhouse People and Talent team and our panel of expert consultants, helping them to navigate growth challenges and build strong foundations. We know that building talented teams drives innovation, enhances productivity and contributes to a positive work culture, all of which lead to a company's overall success. It will also be a focus of the team to take advantage of any exit opportunities as they arise and look to drive liquidity events where possible, with the aim of regularly returning capital to the Company to deliver sustainable growth and deliver on its objectives.

We are excited to have the opportunity to continue to scale the Company, support its ambition to make the world a better place for future generations, and hope to deliver attractive returns to shareholders.

Operating responsibly

The Directors consider responsible investment to be important and believe portfolio companies should implement a framework to support best practices, which in turn can help create long-term value in the business.

The Company has a policy in place, set by the Board, to make sure Octopus Ventures considers responsible investment (RI) within investment decisions, including environmental, social and governance risks.

Octopus Ventures is responsible for implementing the Company's RI policy. As the nature of responsible investment and the wider business environment evolves, the policy will be reviewed and, if necessary, updated. The policy ensures Octopus Ventures follows a three-step approach to responsible investment.

Please view the Company's RI policy here:

Octopus Future Generations VCT plc Responsible Investment Policy

Octopus is an accredited B Corp and signatory to the internationally recognised Principles for Responsible Investment, demonstrating their commitment to responsible investment and to creating a more sustainable financial system.

Operating responsibly framework

This framework considers:

  • 1. Mission: the mission of an investment;
  • 2. Materiality of risks to investments: the materiality of sustainability issues in the underlying portfolio; 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 continued

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.

Materiality of risks to investments

Environmental, social and governance risks of the Company's underlying portfolio are considered during the investment process , and any sustainability issues that could impact the financial performance of an investment are identified. To do this, a Responsible Investment Tool is used which utilises guidance from the Sustainability Accounting Standards Board (SASB ) to help identify and manage any issues.

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.

Responsibility

The Company will not invest in any business whose activities or practices appear on the Octopus Ventures Exclusion List, which includes sectors such as tobacco, arms, fossil fuels, gambling and deforestation.

The team endeavours to ensure that all portfolio companies:

  • provide safe and healthy working conditions; treat people fairly, irrespective of race, gender identity, sexual orientation, nationality, disability, political or religious beliefs;
  • do not accept bribes; and
  • uphold high standards of business integrity at all times.

Octopus Investments has created an Engagement Tool which is sent to all portfolio companies to help the Octopus Ventures investment team understand whether a portfolio company considers its wider stakeholders (community, customers, people, planet and shareholders ) within decision -making, and provides tools and guidance to help them adopt responsible practices.

The Octopus Ventures team also collects data on diversity within the portfolio and actively works with portfolio companies to support talent management, recruitment and diversity.

Additionally, Octopus Ventures' People and Talent team provides founders with access to support and resources to build out best-in-class teams, including policy guidance for parental leave policies, as well as support sourcing and building diverse teams.

Directors' responsibilities statement

The Directors confirm that to the best of their knowledge:

  • the half-yearly financial statements have been prepared in accordance with 'Financial Reporting Standard 104: Interim Financial Reporting' issued by the Financial Reporting Council;
  • the half-yearly financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
  • the half-yearly report includes a fair review of the information required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules, being:
    • we have disclosed an indication of the important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements;
    • we have disclosed a description of the principal risks and uncertainties for the remaining six months of the period; and
    • we have disclosed a description of related party transactions that have taken place in the first six months of the current financial year, that may have materially affected the financial position or performance of the Company during that period and any changes in the related party transactions described in the last annual report that could do so.

By order of the Board

Helen Sinclair Chair

22 September 2025

Income statement

Unaudited
6 months to 30 June 2025
Unaudited
12 months to 30 June 2024
Audited
18 months to 31 December 2024
Revenue
£'000
Capital
£'000
Total
£'000
Revenue
£'000
Capital
£'000
Total
£'000
Revenue
£'000
Capital
£'000
Total
£'000
(Loss)/gain on disposal of fixed asset investments (17) (17) 1,382 1,382
Gain/(loss) on valuation of fixed asset
investments
93 93 (3,495) (3,495) (3,564) (3,564)
Investment management fees (125) (375) (500) (238) (712) (950) (345) (1,035) (1,380)
Investment income 458 458 973 973 1,427 1,427
Other expenses (295) (295) (535) (535) (759) (759)
Profit/(loss) before tax 38 (299) (261) 200 (4,207) (4,007) 323 (3,217) (2,894)
Tax
Profit/(loss) after tax 38 (299) (261) 200 (4,207) (4,007) 323 (3,217) (2,894)
Earnings per share – basic and diluted 0.1p (0.6)p (0.5)p 0.4p (8.4)p (8.0)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.

Balance sheet

Unaudited
As at 30 June 2025
Unaudited
As at 30 June 2024
Audited
As at 31 December 2024
£'000 £'000 £'000 £'000 £'000 £'000
Fixed asset investments 31,319 28,566 26,769
Current assets:
Applications cash1 153 100
Debtors 609 212 1,166
Cash at bank 101 192 112
Money market funds 20,686 17,265 19,972
21,396 17,822 21,350
Creditors: amounts falling due within one year (102) (256) (196)
Net current assets 21,294 17,566 21,154
Net assets 52,613 46,132 47,923
Share capital 60 53 54
Share premium 4,945 51,177 51,854
Special distributable reserve 51,854
Capital reserve realised (720) (1,352) (328)
Capital reserve unrealised (3,433) (3,492) (3,526)
Revenue reserve (93) (254) (131)
Total equity shareholders' funds 52,613 46,132 47,923
Net asset value per share 88.4p 86.8p 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 22 September 2025 and are signed on their behalf by:

Helen Sinclair

Chair Company Number: 13750143

Statement of changes in equity

Share capital
£'000
Share premium
£'000
Special
distributable
reserve1
£'000
Capital reserve
realised1
£'000
Capital reserve
unrealised1
£'000
Revenue
reserve1
£'000
Total
£'000
As at 1 January 2025 54 51,854 (328) (3,526) (131) 47,923
Comprehensive income for the period:
Management fees allocated as capital expenditure (375) (375)
Net loss on disposal of fixed asset investments (17) (17)
Net gain on fair value of fixed asset investments 93 93
Profit after tax 38 38
Total comprehensive income for the period (392) 93 38 (261)
Contributions by and distributions to owners:
Shares issued 6 4,963 4,969
Share issue costs (18) (18)
Total contributions by and distributions to owners 6 4,945 4,951
Other movements:
Share premium cancellation (51,854) 51,854
Total other movements (51,854) 51,854
Balance as at 30 June 2025 60 4,945 51,854 (720) (3,433) (93) 52,613
  1. Reserves are available for distribution.

Statement of changes in equity continued

Share capital
£'000
Share premium
£'000
Special
distributable
reserve1
£'000
Capital reserve
realised1
£'000
Capital reserve
unrealised1
£'000
Revenue
reserve1
£'000
Total
£'000
As at 1 July 2023 48 46,461 (640) 3 (454) 45,418
Comprehensive income for the year:
Management fees allocated as capital expenditure (712) (712)
Net loss on fair value of fixed asset investments (3,495) (3,495)
Profit after tax 200 200
Total comprehensive income for the year (712) (3,495) 200 (4,007)
Contributions by and distributions to owners:
Shares issued 5 4,814 4,819
Share issue costs (98) (98)
Total contributions by and distributions to owners 5 4,716 4,721
Balance as at 30 June 2024 53 51,177 (1,352) (3,492) (254) 46,132
  1. Reserves are available for distribution.

Statement of changes in equity continued

Share capital
£'000
Share premium
£'000
Special
distributable
reserve1
£'000
Capital reserve
realised1
£'000
Capital reserve
unrealised1
£'000
Revenue
reserve1
£'000
Total
£'000
As at 1 July 2023 48 46,461 (640) 3 (454) 45,418
Comprehensive income for the period:
Management fees allocated as capital expenditure (1,035) (1,035)
Current year gain on disposal of fixed asset investments 1,382 1,382
Net loss on fair value of fixed asset investments (3,564) (3,564)
Gain after tax 323 323
Total comprehensive loss for the period 347 (3,564) 323 (2,894)
Contributions by and distributions to owners:
Shares issued 6 5,506 5,512
Share issue costs (113) (113)
Total contributions by and distributions to owners 6 5,393 5,399
Other movements:
Prior year fixed asset loss unrealised (35) 35
Total other movements (35) 35
Balance as at 31 December 2024 54 51,854 (328) (3,526) (131) 47,923
  1. Reserves are available for distribution.

Cash flow statement

Unaudited
6 months to
30 June 2025
£'000
Unaudited
12 months to
30 June 2024
£'000
Audited
18 months to
31 December 2024
£'000
Cash flows from operating activities
Loss before tax (261) (4,007) (2,894)
Gain/(loss) on valuation of fixed asset investments (93) 3,495 3,564
(Loss)/gain on disposal of fixed assets 17 (1,382)
(Increase)/decrease in debtors (50) 167 173
Increase/(decrease) in creditors 6 (45) (52)
Outflow from operating activities (381) (390) (591)
Cash flows from investing activities
Purchase of fixed asset investments (4,457) (7,166) (8,162)
Sale of fixed asset investments 590 3,146
Outflow from investing activities (3,867) (7,166) (5,016)
Cash flows from financing activities
Movement in applications account (100) (217) (270)
Proceeds from share issues 4,969 4,819 5,512
Share issue costs (18) (98) (113)
Inflow from financing activities 4,851 4,504 5,129
Decrease in cash and cash equivalents 603 (3,052) (478)
Opening cash and cash equivalents 20,184 20,662 20,662
Closing cash and cash equivalents 20,787 17,610 20,184
Cash and cash equivalents comprise
Money Market Funds 20,686 17,265 19,972
Cash at Bank 101 192 112
Applications cash 153 100
Closing cash and cash equivalents 20,787 17,610 20,184

Condensed notes to the financial report

1. Basis of preparation

The unaudited results which cover the six months to 30 June 2025 have been prepared in accordance with the Financial Reporting Council's (FRC) Financial Reporting Standard 104 Interim Financial Reporting (January 2022) and the Statement of Recommended Practice (SORP) for Investment Companies re-issued by the Association of Investment Companies in July 2022.

The Directors consider it appropriate to adopt the going concern basis of accounting. The Directors have not identified any material uncertainties to the Company's ability to continue to adopt the going concern basis over a period of at least twelve months from the date of approval of the financial statements. In reaching this conclusion, the Directors have taken into account the potential impact on the economy including inflation and the recession.

The principal accounting policies have remained unchanged from those set out in the Company's 2024 Annual Report and Accounts.

2. Publication of non-statutory accounts

The unaudited financial report for the six months ended 30 June 2025 does not constitute Statutory Accounts within the meaning of s.415 of the Companies Act 2006 and has not been delivered to the Registrar of Companies. The comparative figures for the period ended 31 December 2024 have been extracted from the audited financial statements for that period, which have been delivered to the Registrar of Companies. The independent auditor's report on those financial statements, in accordance with Chapter 3, Part 16 of the Companies Act 2006, was unqualified. This financial report has not been reviewed by the Company's auditor.

3. Earnings per share

The loss per share is based on 56,631,830 Ordinary shares (30 June 2024: 50,107,452, 31 December 2024: 51,727,417) being the weighted average number of shares in issue during the period. There are no potentially dilutive capital instruments in issue and so no diluted returns per share figures are relevant. The basic and diluted earnings per share are therefore identical.

4. Net asset value per share

30 June 2025 30 June 2024 31 December 2024
Net assets (£'000) 52,613 46,132 47,923
Shares in issue 59,508,123 53,160,670 53,941,104
Net asset value per share (p) 88.4 86.8 88.8

5. Allotments

During the six months to 30 June 2025, 5,567,019 shares were issued at a weighted average price of 91.6p per share (30 June 2024: 5,022,333 shares at a weighted average price of 95.2p per share, 31 December 2024: 5,802,767 shares at a weighted average price of 94.4p per share).

6. Transactions with the Manager and Portfolio Manager

Future Generations VCT is classified as a full-scope Alternative Investment Fund (AIF) under the Alternative Investment Fund Management Directive (AIFMD). Future Generations VCT has appointed Octopus AIF Management Limited to provide the services of an Alternative Investment Fund Manager (AIFM) of a full scope AIF. In accordance with its power to do so under AIFMD, Octopus AIF Management Limited has delegated portfolio management to Octopus Investments Limited, whilst retaining the obligations of a risk manager.

Future Generations VCT paid Octopus AIF Management Limited £500,000 in the period as a management fee (30 June 2024: £950,000, 31 December 2024: £1,380,000). 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.

Condensed notes to the financial report continued

6. 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 Non-Investment Services Agreement (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 £75,000 was paid to Octopus for Non-Investment Services (30 June 2024: £143,000, 31 December 2024: £213,000).

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 period ending 30 June 2025, dividends (paid or declared) being equal to or greater than 10p per Ordinary share and the total return exceeding 120p.

The cap relating to Future Generations VCT's total expense ratio, that is the regular, recurring costs of Future Generations VCT expressed as a percentage of its NAV, above which Octopus have agreed to pay, is 3.0%, and is calculated in accordance with the AIC Guidelines.

7. 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.

No dividends have been paid to the Directors of Future Generations VCT in this period (2023: £nil).

8. Voting rights and equity management

The following table shows the percentage voting rights held by Future Generations VCT in each of the top ten investments, on a fully diluted basis.

Investments 30 June 2025
% voting rights
held by Future
Generations VCT
CoMind Technologies Ltd 1.4%
HelloSelf Limited 4.1%
Menwell Limited (t/a Manual) 0.4%
RemoFirst, Inc. 1.4%
Intrinsic Semiconductor Technologies Ltd 5.4%
Neat SAS 1.8%
Phlux Technology Ltd 5.6%
Apheris AI GmbH 3.4%
Ufonia Ltd 1.9%
TYTN Ltd (t/a Double Word) 3.0%

9. Post balance sheet events

The following events occurred between the balance sheet date and the signing of this financial report:

  • One follow-on investment completed totalling £0.3 million.
  • A special dividend of 5.6p per share was declared on 22 August 2025 and it is to be paid on 24 September 2025.

Investment portfolio

The table below sets out the investment cost and the amount invested in the period for the portfolio as at 30 June 2025.

Investment
cost as at
Amount invested
in the period to
30 June 2025 30 June 2025
Fixed asset investments Investment theme £'000 £'000
Apheris AI GmbH Empowering people 1,484
Awell Health BV Revitalising healthcare 242
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
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 1,611
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 605
Little Journey Ltd Revitalising healthcare 627
Living Optics Ltd Empowering People 858
Menwell Limited (t/a Manual) Revitalising healthcare 870
Metris Energy, Inc. Building a sustainable planet 102
Mr & Mrs Oliver Ltd (t/a Skin + Me) Revitalising healthcare 991
NanoSyrinx Ltd Revitalising healthcare 420
Neat SAS Building a sustainable planet 574
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

Investment portfolio continued

Investment Amount invested
cost as at in the period to
30 June 2025 30 June 2025
Fixed asset investments Investment theme £'000 £'000
Phlux Technology Ltd Empowering people 1,173 670
Pivotal Future Ltd Building a sustainable planet 767
Puraffinity Ltd Building a sustainable planet 507
RemoFirst, Inc. Empowering people 1,161
Secfix GmbH Empowering people 543
Slamcore Empowering people 432 432
Swiipr Technologies Ltd Empowering people 609
Tympa Health Technologies Ltd Revitalising healthcare 3,717
TYTN Ltd (t/a Double Word) Building a sustainable planet 451
Ufonia Ltd Revitalising healthcare 1,137 763
VyperCore Ltd Empowering people 377
Total fixed asset investments 34,752 4,457

Shareholder information and contact details

Future Generations VCT was incorporated on 17 November 2021 and raised £32.1 million in aggregate (£31.6 million net of expenses). Since then, further funds have been raised through fundraises as follows:

  • £15.2 million (£14.9 million net of expenses) during the twelve months to 30 June 2023.
  • £5.5 million (£5.3 million net of expenses) during the 18 months to 31 December 2024.
  • £5.0 million (£5.0 million net of expenses) during the six months to 30 June 2025.

Further details of Future Generations VCT's progress are discussed in the Chair's Statement and Portfolio Manager's Review on pages 3 and 4 and 6 to 10, respectively.

Venture Capital Trusts (VCTs)

VCTs were introduced in the Finance Act 1995 to provide a means for private individuals to invest in unquoted companies in the UK. Subsequent Finance Acts have introduced changes to VCT legislation. The tax benefits currently available to eligible new investors in VCTs include:

  • up to 30% upfront income tax relief;
  • exemption from income tax on dividends paid; and
  • exemption from capital gains tax on disposals of shares in VCTs.

The principal activity of Future Generations VCT is to invest in a diversified portfolio of UK smaller companies in order to generate capital growth over the long term as well as an attractive tax-free dividend stream. Future Generations VCT has been granted full approval as a VCT by HM Revenue & Customs (HMRC).

In order to maintain their approval, Future Generations VCT must comply with certain requirements on a continuing basis including the provisions of Chapter 3 of the Income Tax Act 2007, in particular s280A:

  • no single investment made can exceed 15% of Future Generations VCT's total value; and
  • a minimum of 10% of each qualifying investment must be in Ordinary shares with no preferential rights.

The below requirements will apply when Future Generations VCT has passed through three accounting periods:

  • at least 80% of their 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.

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 code OFG
Latest share price (19
September 2025)
79.50p

Buying and selling shares

Future Generations VCT's Ordinary shares can be bought and sold via a stockbroker in the same way as any other company quoted on the London Stock Exchange. There may be tax implications in respect of selling all or part of your holdings, so shareholders should contact their financial adviser if they have any queries.

Buyback of shares

Future Generations VCT operates a policy of buying its own shares for cancellation as they become available, and envisage that purchases will be made at no greater than a 5% discount to the prevailing NAV. Future Generations VCT is, however, unable to buy back shares directly from shareholders. If you are considering selling your shares, please contact Octopus who can talk to you about the options available. They will also be able to provide details of closed periods (when Future Generations VCT is prohibited from buying shares) and details of the price at which it has been bought, and can be contacted as follows:

Octopus Client 0800 316 2295

Relations Team [email protected]

If you are considering trading on the secondary market or would like to talk directly to Future Generations VCT's Corporate Broker, Panmure Liberum Limited, they can be contacted as follows:

Chris Lloyd 020 7886 2716 [email protected]
Paul Nolan 020 7886 2717 [email protected]
  1. A 'qualifying holding' consists of up to £5.0 million (£10.0 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.

Shareholder information and contact details continued

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 financial advisers.

Notification of change of address

Communications with shareholders are mailed to the registered address held on the share register. In the event of a change of address or other amendment, this should be notified to 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 page 27.

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/our-products/venture-capitaltrusts/octopus-future-generations-vct/.

All other statutory information can also be found here.

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 often turn out to be worthless or high risk shares in US or UK investments. They can be very persistent and extremely persuasive. Shareholders are therefore advised to be wary of any unsolicited advice, offer to buy shares at a discount, or 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 share fraud and 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.

Glossary of terms

Alternative performance measure (APM)

A financial measure of historical or future financial performance, financial position or cash flows, other than a financial measure defined or specified in the applicable financial reporting framework. These APMs will help shareholders to understand and assess Future Generations VCT's progress. A number of terms within this glossary have been identified as APMs.

Money Market Fund (MMF)

A mutual fund that invests in highly liquid, short-term investments. These instruments include cash, cash equivalent securities, and high credit rating debt based securities with a short-term maturity. They are intended to offer investors high liquidity with a low level of risk.

Net asset value or NAV

The value of Future Generations VCT's total assets less liabilities. It is equal to the total shareholders' funds.

Net asset value per share or NAV per share

The NAV per share of Future Generations VCT is the sum of the underlying assets less the liabilities of Future Generations VCT divided by the total number of shares in issue.

Ongoing charges ratio (APM)

The ongoing charges ratio has been calculated using the AIC recommended methodology and excludes irrecoverable VAT, exceptional costs and trail commission. The figure shows the annual percentage reduction in shareholder returns as a result of recurring operational expenses. It informs shareholders of the likely costs that will be incurred in managing Future Generations VCT in the future.

This is calculated by dividing the ongoing expenses, which includes an annualised amount of expenses but excludes irrecoverable VAT, exceptional costs and trail commission, by the average net assets in the period.

Total return (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.

Directors and advisers

Board of Directors

Helen Sinclair (Chair) Joanna Santinon Ajay Chowdhury

Company Number

Registered in England and Wales No. 13750143

Secretary and Registered Office

Octopus Company Secretarial Services Limited 6th Floor 33 Holborn London EC1N 2HT

Portfolio Manager

Octopus Investments Limited 33 Holborn London EC1N 2HT Tel: 0800 316 2295 www.octopusinvestments.com

Manager

Octopus AIF Management Limited 33 Holborn London EC1N 2HT

Tel: 0800 316 2295 www.octopusinvestments.com

Legal Entity Identifier (LEI) 213800AL71Z7N2O58N66

Corporate Broker

Panmure Liberum Limited Ropemaker Place, Level 12 25 Ropemaker Street London EC2Y 9LY Tel: 020 3100 2022

Independent Auditor

BDO LLP 55 Baker Street London W1U 7EU

Tax Adviser

James Cowper Kreston Reading Bridge House George Street Reading Berkshire RG1 8LS

VCT Status Adviser

Shoosmiths LLP Apex Plaza Forbury Road Reading RG1 1SH

Bankers

HSBC Bank plc 31 Holborn London EC1N 2HR

Depositary

Natwest Trustee and Depositary Services Limited 250 Bishopsgate London EC2M 4AA

Registrar

Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZZ

Tel: 0370 707 1003

(Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate.)

www.computershare.com/uk www-uk.computershare.com/investor/

0800 316 2295 [email protected] octopusinvestments.com

Octopus Investments 33 Holborn London EC1N 2HT

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