Half-Yearly Report
Octopus Titan VCT plc
Half-Yearly Report
Octopus Titan VCT plc announces the half-yearly report for the six months ended 30 June 2026.
Titan’s mission is to invest in the people, ideas and industries that will change the world.
Octopus Titan VCT plc (‘Titan’ or the ‘Company’) is managed by Octopus AIF Management Limited (the ‘Manager’), which has delegated investment management to Octopus Investments Limited (‘Octopus’ or the ‘Portfolio Manager’) via its investment team Octopus Ventures.
Key financials
| HY2026 | HY2025 | FY2025 | |
| Net assets (£’000) | £742,726 | £786,495 | £732,844 |
| Profit/(loss) after tax (£’000) | £9,663 | £(36,884) | £(90,535) |
| NAV per share | 45.1p | 47.7p | 44.5p |
| Total value per share1 | 150.7p | 153.3p | 150.1p |
| Total return per share2 | 0.6p | (2.3)p | (5.5)p |
| Total return per share %3 | 1.3% | (4.6)% | (10.9)% |
| Dividends paid in the period | Nil | 0.5p | 0.5p |
| Dividend yield %4 | 0.0% | 1.0% | 1.0% |
| Dividend declared | 1.0p | Nil | Nil |
- Total value per share is an alternative performance measure, calculated as NAV plus cumulative dividends paid since launch.
- 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.
- Total return % is an alternative performance measure, calculated as total return/opening NAV.
- Dividend yield is an alternative performance measure, calculated as dividends paid/opening NAV.
Interim Management Report
Chair’s statement
Titan’s total return for the six months to 30 June 2026 was 1.3%, with net assets at the period end totalling £743 million.
The Net Asset Value (NAV) per share at 30 June 2026 was 45.1p, compared with 44.5p at 31 December 2025. No dividends were paid during the period, resulting in a total return of 1.3%.
After a prolonged period of declining NAV, it is encouraging to report a modest increase in the first six months of the year. The Board, however, remains cautious. Performance remains materially below the levels we are seeking to achieve over the longer term and a modest improvement over a single six-month period does not constitute a recovery.
Underlying portfolio valuation movements were mixed. A number of companies delivered positive operational progress and valuation increases, while others continued to experience trading, funding or market-related pressures. Encouragingly, the number and value of write-offs and disposals at minimal or nil value have fallen materially. As shareholders will recall, these items caused much of the NAV decline in 2025. More detail on the principal movements in the portfolio is set out in the Portfolio Manager’s review.
Furthermore, there has been a significant improvement in realisation activity during the period, with the Company receiving disposal proceeds of £45.5 million compared with only £6.5 million in the whole of 2025. This represents welcome progress against one of the priorities identified through the Strategic Review, although further improvement is required if Titan is to meet its longer-term objective for realisations to support dividends, operating costs and a proportion of share buybacks sustainably. This objective is not yet being achieved.
Despite the modest increase in NAV during the period, longer-term investment performance remains disappointing. Titan’s one-year total return was -2.6p (-5.5%), five-year total return was -47.2p (-41.4%) and ten-year total return was -4.0p (-4.2%).
In the six months to 30 June 2026, the Company utilised £11.9 million of its cash resources, comprising £3.9 million in investments and £8.0 million in management fees and other running costs. No dividends were paid and no share buybacks were undertaken during the period.
Cash and corporate bonds totalled £190 million at 30 June 2026, representing 26% of net assets, compared with £154 million and 21% respectively at 31 December 2025.
Objectives, guardrails and oversight
The Board continues to monitor progress against the agreed objectives and guardrails established as part of the Strategic Review. These provide defined measures against which the Company’s performance and progress towards a more sustainable position are assessed. For the period ended 30 June 2026, the Company has not met its guardrail metrics and Titan therefore remains within its Transition Period. The Board continues to look for sustained evidence of improved investment performance and realisations before concluding that the Company is operating at, or close to, a sustainable level.
As part of the Board’s ongoing oversight of the portfolio, it held a dedicated strategy session during the period with the Portfolio Manager. Recognising the importance of the existing portfolio to delivering improved returns and realisations, the session considered in detail the prospects of individual portfolio companies and potential pathways to value creation and liquidity.
The Portfolio First strategy has also continued to concentrate resources and capital on supporting the existing portfolio, strengthening operational performance and progressing opportunities for cash realisations.
The progress during the first half is welcome, but it remains too early to draw firm conclusions. Further improvements will be required and the Board will continue to monitor performance closely against the framework established through the Strategic Review.
The revised fee arrangements introduced following the Strategic Review also remain in place, including the mechanism under which Octopus may rebate a proportion of its annual management fee during the Transition Period if the agreed performance and realisation requirements are not achieved.
While any rebate is determined based on performance over the full year, the half-yearly results reflect the Board’s current expectation of the rebate that may become payable for 2026.
Dividends
In determining dividend payments, the Board carefully considers NAV performance, the level and timing of cash realisations, available cash, distributable reserves and the Company’s continued compliance with VCT regulations, including the requirement for at least 80% of relevant holdings to be invested in VCT qualifying investments. The Board also fully recognises the importance that shareholders place on tax-free dividends.
Having considered these factors, together with the Company’s forecast cash position at 31 December 2026, the Board has declared an interim dividend of 1.0 pence per share, payable on 18 December to shareholders on the register on 4 December. The dividend will result in a cash payment of approximately £16.5 million.
Based on current forecasts, following payment the Company is expected to remain above the Board’s target cash guardrail, while the dividend will also increase headroom above the minimum VCT qualifying holdings requirement. No Dividend Reinvestment Scheme (DRIS) will operate in respect of this dividend.
The Board believes that a dividend represents an appropriate use of the Company’s available capital at this stage, providing a return of cash across the shareholder base while supporting the management of the Company’s VCT qualifying position. However, improving NAV performance remains a key priority. While cash realisations improved significantly during the period, the proposed dividend exceeds the total return generated during the first half of the year and the level of distribution has therefore been set in the context of current performance, alongside the Company’s liquidity and VCT requirements.
Titan remains within its Transition Period and continues to operate outside the agreed guardrails for investment performance and realisations, while also remaining below its sustainability Alternative Performance Measure (APM) target. The declaration of this dividend does not represent a change in the Board’s assessment of the Company’s underlying performance, nor a current intention to return to a regular level of distributions.
The Board continues to monitor the interaction between performance, realisations, liquidity, distributable reserves, the agreed guardrails and the Company’s VCT qualifying position. These factors can change over time and need to be considered collectively when determining the appropriate level of distributions. The Board will review the position again as part of the full-year accounts process, including whether a further distribution would be appropriate at that time.
Share buybacks
The Board also recognises the importance that shareholders place on having access to liquidity in their shares.
No share buybacks were undertaken during the period. As set out following the Strategic Review, the ability to conduct buybacks during the Transition Period is dependent on the Company’s overall performance, liquidity position, realisations, distributable reserves and continued compliance with VCT and other regulatory requirements.
Although there has been progress during the period, the Board believes it remains appropriate to maintain a disciplined approach to the use of capital while the Company remains in the Transition Period.
Additionally, Titan’s shares continue to trade in the secondary market at a significant discount to the last reported NAV. Under the current authorities and pricing constraints, this means the Company is unable to conduct buybacks in a manner that is both compliant and fair to shareholders.
The Board remains mindful of the importance of the buyback facility in providing liquidity for shareholders and will keep the potential reintroduction of share buybacks under review.
Principal risks and uncertainties
The Board continues to review the principal risks facing the Company on a regular basis.
The principal risks and uncertainties described on pages 42 to 45 of the 2025 Annual Report remain relevant.
Market conditions for private venture-backed companies continue to be challenging. While there have been some signs of improvement in venture investment activity, fundraising and exit activity remain subdued, with realisations concentrated among a relatively small number of companies.
Public equity markets proved relatively resilient during the period. However, valuation multiples for listed companies in sectors relevant to Titan’s portfolio, particularly software, remained under pressure. As these public market multiples can provide relevant benchmarks when valuing comparable private companies, this continues to influence valuations across parts of Titan’s portfolio. Against this backdrop, the portfolio remains exposed to risks including funding availability, valuation movements, company-specific execution, foreign exchange movements and the timing and value of realisations.
The Board and Portfolio Manager continue to monitor these risks closely.
Board of Directors
As part of the Board’s ongoing succession planning, and taking account of shareholder sentiment, I have informed the Board of my intention to step down as Chair of the Company. Having joined the Board in 2018 as a Non-Executive Director, served as Chair of the Audit Committee from June 2021, and subsequently been appointed Chair of the Board in 2022, I believe it is now the appropriate time to begin the process of appointing my successor. A search will commence for an external Chair, and on appointment of the new Chair, I will retire from the Board.
Lord Rockley has also indicated his intention to step down from the Board. Lord Rockley has made a significant contribution to the Company over his 5 years as Chair of the Audit Committee and will remain in post while the Board progresses its succession plans, helping to ensure an orderly transition and continuity of experience.
A structured recruitment process will now commence for a new independent Non-Executive Chair, and an additional independent Non-Executive Director.
The Board is conscious of the importance of maintaining continuity and appropriate skillset and experience during a period of change for the Company. We also recognise the importance of ensuring the Board continues to evolve as Titan progresses through its Transition Period. The phased approach to these appointments is intended to provide an orderly handover while ensuring the Board continues to have the appropriate balance of skills, experience and independence to oversee the Company.
Annual General Meeting (AGM)
At the AGM held in June, all resolutions were passed by way of a poll. However, the resolutions for the approval of the Directors’ Remuneration Policy and Remuneration Report and the re-election of all Directors (resolutions 2 to 8 respectively) received more than 20% of votes against. In accordance with the AIC Code of Corporate Governance, the Board has contacted the relevant shareholders to understand their reasons for voting against.
The responses received were broadly consistent and primarily related to the Company’s disappointing investment performance. The Board recognises these concerns and hopes that the actions taken following the Strategic Review, together with the ongoing monitoring of progress against the agreed guardrails and the early progress reported during the period, provide shareholders with some reassurance that clear measures are in place against which the Company’s progress can be assessed.
Alongside our formal shareholder engagement, the Board again commissioned an independent shareholder survey during the period. The level of participation from shareholders and independent financial advisers was the highest in the Company’s research to date.
The findings showed broad support for the principal changes arising from the Strategic Review, particularly the revised fee structure and the focus on maximising value from the existing portfolio. At the same time, shareholders and financial advisers were clear that improved investment performance remains the principal measure by which progress will ultimately be judged.
The Board agrees with that assessment and will continue to communicate openly on progress.
Outlook
At the end of the previous financial year, the Board said that the period ahead needed to demonstrate tangible progress through, as a minimum, greater stability in NAV, an improvement in realisation activity and evidence of stronger operational performance within portfolio companies.
The first six months of the year have shown some movement in the right direction. NAV has increased modestly and the level of cash realisations has improved substantially. A number of companies in the portfolio are also demonstrating encouraging operational progress.
However, there remains considerable work to do. The Company has not yet met its agreed guardrails, performance over recent years remains disappointing and conditions across venture markets continue to be fairly challenging. The timing and value of future realisations also remain inherently uncertain.
The Board will therefore maintain the disciplined approach established through the Strategic Review. The immediate priorities remain to protect and build value within the existing portfolio, direct capital selectively towards those companies which have the potential to generate the greatest return, and continue to progress credible opportunities for realisation.
Tom Leader
Chair
Portfolio Manager’s review
Following the Strategic Review, our priority remains the Portfolio First strategy: focusing our time and Titan’s capital on supporting the existing portfolio and maximising long-term value for shareholders. During the first half of 2026, this has meant a selective approach to further investment, alongside an increased focus on portfolio performance and opportunities for realisation.
Focus on performance
The NAV per share at 30 June 2026 was 45.1p, compared with 44.5p at 31 December 2025, representing a total return of 1.3% for the six months ended 30 June 2026.
The performance over the five years to 30 June 2026 is shown below:
| Year ended 31 December 2021 | Year ended 31 December 2022 | Year ended 31 December 2023 | Year ended 31 December 2024 | Year ended 31 December 2025 | Six months ended 30 June 2026 | |
| NAV (p) | 105.7 | 76.9 | 62.4 | 50.5 | 44.5 | 45.1 |
| Cumulative dividends paid (p) | 92.0 | 97.0 | 102.0 | 105.1 | 105.6 | 105.6 |
| Total value (p) | 197.7 | 173.9 | 164.4 | 155.6 | 150.1 | 150.7 |
| Total return1 | 20.3% | (22.5)% | (12.4)% | (14.1)% | (10.9)% | 1.3% |
| Dividend yield2 | 11.3% | 4.7% | 6.5% | 5.0% | 1.0% | 0.0% |
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.
The increase in NAV was supported by positive net valuation movements across 40 companies, which collectively increased the value of the portfolio by £49.8 million. The largest positive contributors to NAV were XYZ Reality, Pelago and Quantum Motion Technologies (QMT). These movements were principally driven by strong revenue growth and commercial performance, as well as improved funding prospects at XYZ Reality. This positive underlying performance more than offset the impact of lower market valuation multiples at some companies.
These gains were partially offset by downward valuation movements across 42 companies, which collectively reduced the value of the portfolio by £42.5 million. The largest negative contributors to NAV were Amplience, Many Group and Vitesse. These movements were principally driven by lower market valuation multiples and more cautious valuation assumptions. This was despite strong commercial progress at some of these businesses, including improved profitability or recurring revenue growth.
The remaining companies experienced no net valuation movement during the period. This includes companies held at nil value and businesses where the available valuation evidence supported maintaining the previous carrying value.
Overall, these movements resulted in a net positive valuation movement of £7.2 million across the portfolio, excluding foreign exchange movements.
The gain on Titan’s uninvested cash reserves was £2.7 million in the six months to 30 June 2026, primarily driven by a return of £3.2 million on the money market funds and bond coupon income, and a fair value movement of £(0.5) million in the corporate bond portfolio. The objective for the money market funds is to earn appropriate market rates on highly liquid treasury holdings, with limited risk to capital.
Disposals
During the six months to 30 June 2026, the Company received £45.5 million in cash and deferred proceeds from portfolio realisations, representing a significant improvement on the level achieved in the previous full year alone. These exits generated a gain of £7.1 million recognised in the income statement during the period.
Generating cash from the existing portfolio remains an important focus under the Portfolio First strategy. We continue to dedicate significant resource to progressing potential realisations, both through full exits and opportunities to realise part of the Company’s investment where we believe this is in shareholders’ interests.
While the improvement in realisation activity during the period is encouraging, further progress is required and the timing and value of future exits remain inherently uncertain.
Full exits
During the period, Flock, a commercial motor insurance business, was acquired by Admiral. The transaction resulted in the full disposal of Titan’s investment, generating proceeds of £9.0 million. The sale contributed to the improvement in realisation activity during the period, an important focus of the Portfolio First strategy.
Partial exits
Titan has also generated £34.9 million through two partial realisations, while allowing the Company to retain exposure to the future performance of both businesses. Partial realisations are an important part of our approach to generating liquidity from the portfolio. The team actively assesses opportunities to realise part of Titan’s holdings where we believe this can generate attractive proceeds for the Company while retaining exposure to potential future value.
Exits at a loss and placed into administration
In March, Inflow was acquired by Cerebral, a US-based mental healthcare provider. The transaction was completed through an exchange of shares, meaning the Company received shares in Cerebral in place of its holding in Inflow.
Also in March, the Company exited its investment in Elo Health with no capital returned.
Unfortunately, Haiper, Smiler and Orbex Space were placed into administration during the period. In aggregate, Titan’s original investment cost in these companies was £20.3 million. At 31 December 2025, they were collectively valued at £nil.
The companies had been unsuccessful in securing sufficient further funding and had explored the available alternatives before entering administration.
During the six months, Origami Energy, All Plants and GTN were also fully dissolved, having exited the portfolio following administration in previous reporting periods.
The failure of a portfolio company is always disappointing for Octopus and shareholders alike, but it is an inherent characteristic of venture capital investing. We expect successful realisations to outweigh losses over the medium to long term.
Deferred proceeds
During the six months, Titan also received £1.6 million of deferred proceeds relating to companies disposed of in previous reporting periods. These included proceeds relating to Papercup (to Scale AI in 2025) and Cobee (to Pluxee in 2024).
VCT qualifying status
Shoosmiths LLP provides both the Board and Octopus with advice concerning ongoing compliance with HMRC rules and regulations relating to VCTs and has advised that Titan continues to comply with the conditions set by HMRC for maintaining approval as a VCT.
In particular, as at 30 June 2026, 84% of the portfolio, as measured under 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 maintain compliance.
| Year ended 31 December 2021 | Year ended 31 December 2022 | Year ended 31 December 2023 | Year ended 31 December 2024 | Year ended 31 December 2025 | Six months ended 30 June 2026 |
Total | |
| Disposal proceeds1 (£’000) | 221,504 | 62,213 | 45,637 | 41,432 | 6,510 | 45,549 | 422,845 |
1. This table includes cash and deferred proceeds received in the period.
Portfolio First strategy
Following the Strategic Review, Titan remains in its Transition Period and we continue to operate the Portfolio First strategy which has been in place since mid-2024.
Our principal focus is on maximising value from the existing portfolio. Given Titan’s position, we believe the best path to value recovery is through focusing on existing holdings. Our resources are therefore concentrated on supporting portfolio companies to improve their operational performance, strengthen their financial position and, where appropriate, prepare for future liquidity events.
This means taking an increasingly selective approach to the deployment of further capital. We assess both the potential return from providing additional funding and the opportunity cost of committing Titan’s capital when deciding whether to participate in a portfolio company’s funding round.
We have also continued to strengthen the resources dedicated to portfolio optimisation, with greater focus on identifying and preparing companies for potential exits and other liquidity events. We have also continued to support portfolio companies through our dedicated People and Talent team, working with founders and leadership teams on areas including leadership development, senior recruitment and organisational design.
New and follow-on investments
One investment classified as a new investment for reporting purposes was made during the six months to 30 June 2026. This represented the second tranche of Titan’s existing investment in RemoFirst, which was originally committed to in 2024, before the Company adopted its Portfolio First strategy. No investments in new portfolio companies were made during the period.
Titan invested £2.7 million across three follow-on investments in existing portfolio companies during the period. These included further investment in Living Optics, Puraffinity and AgileRL. Follow-on investment remains selective and is considered where we believe additional capital can protect or enhance Titan’s existing position and offers an appropriate potential return for shareholders.
There were also a number of funding rounds completed by portfolio companies in which Titan chose not to participate. This reflects the Portfolio First strategy and the greater discipline now being applied to capital allocation. Choosing not to participate does not necessarily indicate a negative view of a company; rather, each decision considers the full context of Titan’s objectives.
Valuations
Titan’s unquoted portfolio companies are valued in accordance with UK GAAP accounting standards and the International Private Equity and Venture Capital (IPEV) valuation guidelines.
This means we value the portfolio at fair value, which is the price we expect people would be willing to buy or sell an asset for, assuming they had all the information available that we do, are knowledgeable parties with no pre-existing relationship, and that the transaction is carried out under the normal course of business.
‘External price’ includes valuations based on funding rounds that were typically completed by the reporting date or shortly after the period end, and exits of companies where terms have been issued with an acquirer. ‘Multiples’ is predominantly used for valuations that are based on a multiple of revenues for portfolio companies. Where there is uncertainty around the potential outcomes available to a company, a probability-weighted ‘scenario analysis’ is considered.
‘Milestone analysis’ is used for very early-stage investments that are not yet generating revenue. The initial value is estimated by starting with the price from the most recent funding round. This is then adjusted based on the company’s progress against qualitative milestones, such as product development, customer growth, or regulatory approvals, to reflect any increase or decrease in value.
For companies with multiple business segments or revenue streams, we may value each component separately to reflect the differing characteristics and economics of the underlying activities. The resulting component values are then combined to determine the overall fair value of the business.
Valuation methodology by value:
- Multiples: 60%
- External price: 25%
- Milestone analysis: 9%
- Scenario analysis: 6%
Valuation methodology by number of companies:
- Multiples: 28
- External price: 22
- Milestone analysis: 16
- Scenario analysis: 25
- Write off: 36
Top 20
The top 20 holdings represented 69% of Titan’s portfolio value at 30 June 2026.
The concentration of value within Titan’s largest holdings means that the performance of these companies will continue to have a significant influence on overall shareholder returns. Supporting these businesses to build value and, where appropriate, progress towards successful realisations therefore remains a central part of the Portfolio First strategy.
| Portfolio | Investment focus | Investment cost | Total valuation including cost | Value multiple1 | |
| 1 | Skin+Me | Health | £11.5m | £43.2m | 3.8x |
| 2 | Pelago | Health | £17.9m | £31.1m | 1.7x |
| 3 | Elliptic | Fintech | £9.0m | £29.2m | 3.2x |
| 4 | vHive | Deep tech | £8.0m | £27.7m | 3.5x |
| 5 | ManyPets | Fintech | £10.0m | £23.8m | 2.4x |
| 6 | Vitesse | Fintech | £8.8m | £23.4m | 2.7x |
| 7 | Amplience | B2B software | £12.4m | £23.1m | 1.9x |
| 8 | Permutive | B2B software | £19.0m | £19.7m | 1.0x |
| 9 | Legl | B2B software | £7.3m | £17.2m | 2.4x |
| 10 | Token | Fintech | £13.6m | £16.1m | 1.2x |
| 11 | RemoFirst | Fintech | £6.2m | £15.4m | 2.5x |
| 12 | Automata | Health | £14.3m | £14.1m | 1.0x |
| 13 | Bondaval | Fintech | £7.1m | £13.4m | 1.9x |
| 14 | Quantum Motion | Deep tech | £5.1m | £12.4m | 2.4x |
| 15 | Ometria | B2B software | £11.5m | £11.5m | 1.0x |
| 16 | Voy2 | Health | £2.1m | £11.4m | 5.4x |
| 17 | Intropic | Fintech | £8.4m | £11.1m | 1.3x |
| 18 | Taster | Consumer | £8.1m | £11.1m | 1.4x |
| 19 | CoMind | Deep tech | £7.9m | £10.8m | 1.4x |
| 20 | Seatfrog | Consumer | £9.6m | £10.0m | 1.0x |
1. The value multiple is calculated by dividing the current valuation by the investment cost.
2. Menwell Limited (trading as Voy, formerly Manual).
Outlook
There were some encouraging developments during the first half of 2026, although progress remains modest and much more still needs to be done.
Global venture investment and exit values have shown signs of improvement, although activity remains concentrated in a relatively small number of larger transactions and businesses associated with AI. Funding conditions for many other venture-backed companies remain challenging, while valuation multiples for publicly listed software companies, which can provide relevant benchmarks for valuing comparable companies in Titan’s portfolio, have remained under pressure.
Against this backdrop, we remain focused on the areas within our control.
The Portfolio First strategy means concentrating our time and capital on those existing portfolio companies where we believe there is the greatest potential to create and realise value. This includes working with management teams to improve operational performance and capital efficiency, supporting appropriate funding rounds selectively and preparing companies for liquidity events where market conditions and company performance make this possible.
The improvement in realisation activity during the first half is encouraging versus the previous year, and demonstrates that liquidity can be generated from the portfolio even in a selective exit environment. However, the timing of individual transactions remains inherently uncertain and further realisations are required.
Similarly, the modest improvement in NAV is welcomed after several years of declining performance, but it is too early to conclude that this represents a durable change in trajectory.
Our focus for the remainder of the year therefore remains unchanged: to improve performance across the existing portfolio, exercise discipline in the deployment of Titan’s capital and pursue opportunities to realise value for shareholders.
Rebuilding shareholder confidence will require sustained delivery over time and we remain focused on making progress against the objectives established following the Strategic Review.
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 year; 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
Tom Leader
Chair
Income statement
| Unaudited | Unaudited | Audited | |||||||
| Six months to 30 June 2026 | Six months to 30 June 2025 | Year to 31 December 2025 | |||||||
| Revenue | Capital | Total | Revenue | Capital | Total | Revenue | Capital | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Gain/(loss) on disposal of fixed asset investments | – | 7,077 | 7,077 | – | 1,184 | 1,184 | – | (5,227) | (5,227) |
| Gain/(loss) on disposal of current asset investments | – | 5 | 5 | – | 105 | 105 | – | (15) | (15) |
| Gain/(loss) on valuation of fixed asset investments | – | 7,245 | 7,245 | – | (29,593) | (29,593) | – | (72,727) | (72,727) |
| (Loss)/gain on valuation of current asset investments | – | (440) | (440) | – | 1,450 | 1,450 | – | (145) | (145) |
| Investment income | 3,180 | – | 3,180 | 1,503 | – | 1,503 | 8,074 | – | 8,074 |
| Investment management fee | (300) | (5,706) | (6,006) | (413) | (7,838) | (8,251) | (750) | (14,253) | (15,003) |
| Other expenses | (1,397) | – | (1,397) | (3,324) | – | (3,324) | (5,464) | – | (5,464) |
| Foreign exchange translation | – | (1) | (1) | – | 42 | 42 | – | (28) | (28) |
| Proft/(loss) before tax | 1,483 | 8,180 | 9,663 | (2,234) | (34,650) | (36,884) | 1,860 | (92,395) | (90,535) |
| Tax | – | – | – | – | – | – | – | – | – |
| Proft/(loss) after tax | 1,483 | 8,180 | 9,663 | (2,234) | (34,650) | (36,884) | 1,860 | (92,395) | (90,535) |
| Proft/(loss) per share – basic and diluted | 0.1p | 0.5p | 0.6p | (0.1)p | (2.1)p | (2.2)p | 0.1p | (5.6)p | (5.5)p |
- The ‘Total’ column of this statement is the profit and loss account of the Company; 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
| Unaudited | Unaudited | Audited | ||||
| As at 30 June 2026 | As at 30 June 2025 | As at 31 December 2025 | ||||
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Fixed asset investments | 546,284 | 620,190 | 573,410 | |||
| Debtors: amounts falling due after more than one year | 3,190 | – | 3,597 | |||
| Current assets: | ||||||
| Money market funds | 134,629 | 75,328 | 75,018 | |||
| Corporate bonds | 53,381 | 84,569 | 77,809 | |||
| Applications cash1 | 20 | 18 | 18 | |||
| Cash at bank | 2,232 | 918 | 806 | |||
| Debtors: amounts falling due within one year | 3,553 | 6,280 | 3,447 | |||
| 193,815 | 167,113 | 157,098 | ||||
| Creditors: amounts falling due within one year | (563) | (808) | (1,261) | |||
| Net current assets | 193,252 | 166,305 | 155,837 | |||
| Net assets | 742,726 | 786,495 | 732,844 | |||
| Share capital | 1,648 | 1,647 | 1,648 | |||
| Share premium | 475 | 257 | 256 | |||
| Capital redemption reserve | 141 | 141 | 141 | |||
| Special distributable reserve | 1,048,301 | 1,048,301 | 1,048,301 | |||
| Capital reserve realised | (221,111) | (149,705) | (241,857) | |||
| Capital reserve unrealised | (45,804) | (67,716) | (33,239) | |||
| Revenue reserve | (40,924) | (46,430) | (42,406) | |||
| Total equity shareholders’ funds | 742,726 | 786,495 | 732,844 | |||
| NAV per share | 45.1p | 47.7p | 44.5p | |||
1. Cash held 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 24 September 2026 and are signed on their behalf by:
Tom Leader
Chair
Company Number 06397765
Statement of changes in equity
| Share capital £’000 |
Share premium £’000 | Capital redemption reserve £’000 |
Special distributable reserve1 £’000 |
Capital reserve realised1 £’000 |
Capital reserve unrealised £’000 |
Revenue reserve1 £’000 |
Total £’000 |
|
| As at 1 January 2026 | 1,648 | 256 | 141 | 1,048,301 | (241,857) | (33,239) | (42,406) | 732,844 |
| Comprehensive income for the period: | ||||||||
| Management fees allocated as capital expenditure | – | – | – | – | (5,706) | – | – | (5,706) |
| Current year gain on disposal of fixed asset investments | – | – | – | – | 7,077 | – | – | 7,077 |
| Current year gain on disposal of current asset investments | – | – | – | – | 5 | – | – | 5 |
| Gain on fair value of fixed asset investments | – | – | – | – | – | 7,245 | – | 7,245 |
| Loss on fair value of current asset investments | – | – | – | – | – | (440) | – | (440) |
| Profit after tax | – | – | – | – | – | – | 1,483 | 1,483 |
| Foreign exchange translation | – | – | – | – | – | – | (1) | (1) |
| Total comprehensive income for the period | – | – | – | – | 1,376 | 6,805 | 1,482 | 9,663 |
| Contributions by and distributions to owners: | ||||||||
| Share issue2 | – | 219 | – | – | – | – | – | 219 |
| Total contributions by and distributions to owners | – | 219 | – | – | – | – | – | 219 |
| Other movements: | ||||||||
| Prior year fixed asset gains now realised | – | – | – | – | 18,305 | (18,305) | – | – |
| Prior year current asset gains now realised | – | – | – | – | 1,065 | (1,065) | – | – |
| Total other movements | – | – | – | – | 19,370 | (19,370) | – | – |
| Balance as at 30 June 2026 | 1,648 | 475 | 141 | 1,048,301 | (221,111) | (45,804) | (40,924) | 742,726 |
1. Included within these reserves is an amount of £740,462,000 which is considered distributable to shareholders under Companies Act rules. The Income Taxes Act 2007 restricts distribution of capital from reserves created by the conversion of the share premium account into a special distributable reserve until the third anniversary of the share allotment that led to the creation of that part of the share premium account. As at 30 June 2026, £764,229,000 of the special reserve is distributable under this restriction.
2. During the period, 491,661 shares were issued in connection with the client rebate allotment.
The accompanying notes form an integral part of the financial statements.
| Share capital £’000 |
Share premium £’000 | Capital redemption reserve £’000 |
Special distributable reserve1 £’000 |
Capital reserve realised1 £’000 |
Capital reserve unrealised £’000 |
Revenue reserve1 £’000 |
Total £’000 |
|
| As at 1 January 2025 | 1,647 | – | 141 | 1,056,537 | (125,444) | (57,285) | (44,238) | 831,358 |
| Comprehensive income for the period: | ||||||||
| Management fees allocated as capital expenditure | – | – | – | – | (7,838) | – | – | (7,838) |
| Current year gain on disposal of fixed asset investments | – | – | – | – | 1,184 | – | – | 1,184 |
| Current year gain on disposal of current asset investments | – | – | – | – | 105 | – | – | 105 |
| Loss on fair value of fixed asset investments | – | – | – | – | – | (29,593) | – | (29,593) |
| Gain on fair value of current asset investments | – | – | – | – | – | 1,450 | – | 1,450 |
| Loss after tax | – | – | – | – | – | – | (2,234) | (2,234) |
| Foreign exchange translation | – | – | – | – | – | – | 42 | 42 |
| Total comprehensive income for the period | – | – | – | – | (6,549) | (28,143) | (2,192) | (36,884) |
| Contributions by and distributions to owners: | ||||||||
| Share issue | 1 | 256 | – | – | – | – | – | 257 |
| Dividends paid | – | – | – | (8,236) | – | – | – | (8,236) |
| Total contributions by and distributions to owners | 1 | 256 | – | (8,236) | – | – | – | (7,979) |
| Other movements: | ||||||||
| Prior year fixed asset losses now realised | – | – | – | – | (18,048) | 18,048 | – | – |
| Prior year current asset gains now realised | – | – | – | – | 336 | (336) | – | – |
| Total other movements | – | – | – | – | (17,712) | 17,712 | – | – |
| Balance as at 30 June 2025 | 1,648 | 256 | 141 | 1,048,301 | (149,705) | (67,716) | (46,430) | 786,495 |
1. Included within these reserves is an amount of £784,450,000 which is considered distributable to shareholders under Companies Act rules. The Income Taxes Act 2007 restricts distribution of capital from reserves created by the conversion of the share premium account into a special distributable reserve until the third anniversary of the share allotment that led to the creation of that part of the share premium account. As at 30 June 2025, £656,897,000 of the special reserve is distributable under this restriction.
The accompanying notes form an integral part of the financial statements.
| Share capital £’000 |
Share premium £’000 |
Capital redemption reserve £’000 |
Special distributable reserve1 £’000 |
Capital reserve realised1 £’000 |
Capital reserve unrealised £’000 |
Revenue reserve1 £’000 |
Total £’000 |
|
| As at 1 January 2025 | 1,647 | – | 141 | 1,056,537 | (125,444) | (57,285) | (44,238) | 831,358 |
| Comprehensive income for the year: | ||||||||
| Management fees allocated as capital expenditure | – | – | – | – | (14,253) | – | – | (14,253) |
| Current year loss on disposal of fixed asset investments | – | – | – | – | (5,227) | – | – | (5,227) |
| Current year loss on disposal of current asset investments | – | – | – | – | (15) | – | – | (15) |
| Loss on fair value of fixed asset investments | – | – | – | – | – | (72,727) | – | (72,727) |
| Loss on fair value of current asset investments | – | – | – | – | – | (145) | – | (145) |
| Gain after tax | – | – | – | – | – | – | 1,860 | 1,860 |
| Foreign exchange translation | – | – | – | – | – | – | (28) | (28) |
| Total comprehensive income for the year | – | – | – | – | (19,495) | (72,872) | 1,832 | (90,535) |
| Contributions by and distributions to owners: | ||||||||
| Share issue (includes DRIS)2 | 1 | 256 | – | – | – | – | – | 257 |
| Share issue costs | – | – | – | – | – | – | – | – |
| Repurchase of own shares | – | – | – | – | – | – | – | – |
| Dividends paid (includes DRIS)2 | – | – | – | (8,236) | – | – | – | (8,236) |
| Total contributions by and distributions to owners | 1 | 256 | – | (8,236) | – | – | – | (7,979) |
| Other movements: | ||||||||
| Share premium cancellation | – | – | – | – | – | – | – | – |
| Prior year fixed asset losses now realised | – | – | – | – | (53,999) | 53,999 | – | – |
| Prior year current asset gains now realised | – | – | – | – | 581 | (581) | – | – |
| Transfer between reserves | – | – | – | – | (43,500) | 43,500 | – | – |
| Total other movements | – | – | – | – | (96,918) | 96,918 | – | – |
| Balance as at 31 December 2025 | 1,648 | 256 | 141 | 1,048,301 | (241,857) | (33,239) | (42,406) | 732,844 |
1. Included within these reserves is an amount of £730,799,000 (2024: £829,571,000) which is considered distributable to shareholders under Companies Act rules. The Income Taxes Act 2007 restricts distribution of capital from reserves created by the conversion of the share premium account into a special distributable reserve until the third anniversary of the share allotment that led to the creation of that part of the share premium account. As at 31 December 2025, £656,897,000 (2024: £375,740,000) of the special reserve is distributable under this restriction.
2. The Company did not operate any DRIS during the year ended 31 December 2025.
The accompanying notes form an integral part of the financial statements.
Cash flow statement
| Unaudited Six months to 30 June 2026 |
Unaudited Six months to 30 June 2025 |
Audited Year to 31 December 2025 |
|
| £’000 | £’000 | £’000 | |
| Reconciliation of loss to cash flows from operating activities | |||
| Profit/(loss) before tax | 9,663 | (36,884) | (90,535) |
| Decrease/(increase) in debtors | 116 | 3 | (986) |
| Decrease in creditors | (700) | (1,044) | (591) |
| (Gain)/loss on disposal of current asset investments | (5) | (105) | 15 |
| Loss/(gain) on valuation of current asset investments | 440 | (1,450) | 145 |
| (Gain)/loss on disposal of fixed asset investments | (7,077) | (1,184) | 5,227 |
| (Gain)/loss on valuation of fixed asset investments | (7,245) | 29,593 | 72,727 |
| Outflow from operating activities | (4,808) | (11,071) | (13,998) |
| Cash flows from investing activities | |||
| Sale of current asset investments1 | 23,993 | 7,233 | 12,277 |
| Purchase of fixed asset investments | (3,917) | (8,176) | (14,722) |
| Proceeds from sale of fixed asset investments | 45,549 | 2,503 | 6,510 |
| Inflow from investing activities | 65,625 | 1,561 | 4,065 |
| Cash flows from financing activities | |||
| Movement in applications account | 2 | (4) | (4) |
| Dividends paid (net of DRIS) | – | (8,236) | (8,236) |
| Purchase of own shares | – | – | – |
| Share issues (net of DRIS) | 219 | 257 | 257 |
| Share issues costs | – | – | – |
| Inflow/(outflow) from financing activities | 221 | (7,983) | (7,983) |
| Increase/(decrease) in cash and cash equivalents | 61,038 | (17,494) | (17,916) |
| Opening cash and cash equivalents | 75,842 | 93,758 | 93,758 |
| Closing cash and cash equivalents | 136,881 | 76,264 | 75,842 |
| Cash and cash equivalents comprise | |||
| Cash at bank | 2,232 | 918 | 806 |
| Applications cash | 20 | 18 | 18 |
| Money market funds | 134,629 | 75,328 | 75,018 |
| Closing cash and cash equivalents | 136,881 | 76,264 | 75,842 |
1. Proceeds from the sale of current asset investments principally relate to the realisation of corporate bond holdings as investments matured during the period.
The accompanying notes form an integral part of the financial statements.
Condensed notes to the financial statements
1. Basis of preparation
The unaudited half-yearly results for the six months ended 30 June 2026 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.
2. Publication of non-statutory accounts
The unaudited half-yearly results for the six months ended 30 June 2026 do not constitute statutory accounts within the meaning of Section 415 of the Companies Act 2006 and have not been delivered to the Registrar of Companies. The comparative figures for the year ended 31 December 2025 have been extracted from the audited financial statements for that year, 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 half-yearly report has not been reviewed by the Company’s auditor.
3. Earnings per share
The profit per share is based on 1,647,807,550 Ordinary shares (30 June 2025: 1,647,303,176 and 31 December 2025: 1,647,516,355), 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 | 30 June | 31 December | |
| 2026 | 2025 | 2025 | |
| Net assets (£’000) | 742,726 | 786,495 | 732,844 |
| Ordinary shares in issue | 1,648,217,720 | 1,647,726,059 | 1,647,726,059 |
| Net asset value per share | 45.1p | 47.7p | 44.5p |
5. Dividends
No dividend was declared in respect of the year ended 31 December 2025, and no dividend was paid during the six months ended 30 June 2026.
6. Buybacks and allotments
During the six months to 30 June 2026, the Company did not repurchase any Ordinary shares (six months ended 30 June 2025: the Company did not repurchase any Ordinary shares; year ended 31 December 2025: the Company did not repurchase any Ordinary shares).
During the six months to 30 June 2026, 491,661 shares were issued in connection with the client rebate allotment at a weighted average price of 44.5p per share (six months ended 30 June 2025: 513,704 shares at a weighted average price of 50.0p per share; year ended 31 December 2025: 513,704 shares were issued at an average price of 50.0p per share).
7. Transactions with the Manager and Portfolio Manager
Octopus AIF Management Limited acts as the Manager of the Company and has appointed Octopus Investments Limited to act as Portfolio Manager, responsible for portfolio management and the day-to-day running of the Company.
On 11 September 2025, the Company entered into a new investment management and non-investment services agreement (the IMNISA) with the Manager and Portfolio Manager, replacing the previous separate investment management and non-investment services arrangements. Under the previous arrangements, the Company paid an annual management charge of 2% of NAV together with a separate fee for non-investment services.
Under the IMNISA, Octopus provides investment management services together with financial, company secretarial and product management non‑investment services to the Company, in return for a single combined management fee.
Under the IMNISA, Octopus AIF Management Limited and Octopus Investments Limited are together entitled, in aggregate, to a management fee of 2% per annum of the Company’s NAV, payable quarterly in advance and calculated using the latest published NAV of the Company and the number of shares in issue at each quarter end. The management fee is subject to tiering, reducing to 1.75% where NAV is between £500 million and £750 million, and to 1.4% where NAV exceeds £750 million. The management fee is also reduced where the Company’s uninvested cash exceeds 10% of NAV and the overall actual percentage rate charged on that excess amount exceeds the average total return on that uninvested cash.
During the period, the Company incurred management fees of £6,006,000 payable to Octopus (30 June 2025: £8,251,000 investment management fees and £1,067,000 non-investment services fees under the previous fee arrangements; 31 December 2025: £15,003,000 total investment management and non-investment services fees under the new agreement).
During a transitional period following the implementation of the IMNISA (the ‘Transition Period’), the Manager will rebate up to 20% of the management fee back to the Company where certain performance and realisation targets are not achieved. Accordingly, during the period an accrued rebate of £977,000 (31 December 2025: £913,000) was recognised in respect of the period from 1 January 2026 to 30 June 2026.
Under the IMNISA, the Manager is entitled to a performance-related incentive fee in respect of accounting periods commencing on or after 1 January 2034. No performance-related fees were accrued for the six months to 30 June 2026 (30 June 2025: £nil; 31 December 2025: £nil).
Octopus received £0.02 million in the period to 30 June 2026 (30 June 2025: £0.01 million; 31 December 2025: £0.02 million) in regard to arrangement and monitoring fees in relation to investments made on behalf of Titan. Since 31 October 2018, Octopus no longer receives such fees in respect of new investments or any such new fees in respect of further investments into portfolio companies in which Titan invested on or before 31 October 2018, with any such fees received after that time being passed to Titan.
8. Related party transactions
Titan owns Zenith Holding Company Limited, which owns a share in Zenith LP, a fund managed by Octopus.
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.
The Directors received the following dividends from Titan:
| Period to | Period to | Year to | |
| 30 June | 30 June | 31 December | |
| 20262 | 2025 | 2025 | |
| Jane O’Riordan1 | – | 779 | 573 |
| Tom Leader (Chair) | – | 241 | 241 |
| Lord Rockley | – | 395 | 395 |
| Gaenor Bagley | – | 121 | 121 |
| Julie Nahid Rahman | – | 22 | 22 |
| Rupert Dickinson | – | – | – |
1. Jane O’Riordan retired as a Director on 4 December 2025.
2. No dividends were paid during the six months ended 30 June 2026.
9. Voting rights and equity management
The following table shows the percentage voting rights held by Titan of each of the top ten investments held in Titan, on a fully diluted basis.
| % equity | |
| Investments | held by Titan |
| Mr & Mrs Oliver Ltd (trading as Skin + Me) | 20.6% |
| Digital Therapeutics (trading as Pelago, formerly Quit Genius) | 14.0% |
| Elliptic Enterprises Limited | 5.8% |
| vHive Tech Limited | 19.0% |
| Many Group Limited (trading as Many Pets) | 7.5% |
| Vitesse PSP Limited | 9.8% |
| Amplience Limited | 21.3% |
| Permutive Inc. | 17.2% |
| The Justice Platform Inc. (trading as Legl) | 20.1% |
| Token | 13.3% |
10. Post balance sheet events
The following events occurred between the balance sheet date and the signing of this half‑yearly report:
- the Company received £2.5 million in disposal and deferred consideration proceeds; and
- the Company declared an interim dividend of 1.0p to be paid on 18 December 2026.
11. Half-Yearly Report
The unaudited half-yearly report for the six months ended 30 June 2026 will shortly be available to view at https://octopusinvestments.com/our-products/venture-capital-trusts/octopus-titan-vct/
A copy of the report will be submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
For further information please contact:
Rachel Peat
Octopus Company Secretarial Services Limited
Tel: +44 (0)80 0316 2067
LEI: 213800A67IKGG6PVYW75
