Annual report and financial statements for the year ended 31 December 2025

OCTOPUS FUTURE GENERATIONS VCT PLC

Annual report and financial statements for the year ended 31 December 2025

Octopus Future Generations VCT plc (‘Future Generations VCT’ or the ‘Company’) is supporting businesses that address the most significant challenges shaping the markets of the future.

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

Chair’s statement

I am pleased to present the financial report and audited accounts for the Company for the year to 31 December 2025.

I would like to welcome all of our new shareholders to the Company and thank our existing investors for their continued support.

Octopus Future Generations VCT invests in early-stage, technology-enabled businesses operating within three investment themes: building a sustainable planet, empowering people and revitalising healthcare. These themes provide a clear framework for identifying companies tackling meaningful challenges, while remaining focused on generating strong long-term returns for shareholders.

The NAV per share at 31 December 2025 was 81.0p, representing a total return of -2.5% over the year. Net assets at the year-end were £48.4 million and the loss for the year was £1.4 million. Total return per share for the year, calculated as the movement in NAV per share plus dividends paid, was -2.2p.

Although stock markets performed well during 2025, conditions for early-stage growth companies remained more challenging and valuations in parts of the venture market softened. As a result, the year-end valuations of some of our portfolio companies were adjusted to reflect these market conditions. The fall in NAV was driven by both broader valuation movements and differing performance across individual companies in the portfolio. These valuation movements do not alter our conviction in the long-term opportunity set within a venture portfolio.

As a relatively young VCT, many of our companies are still in the early stages of development, where progress can be uneven and value creation takes time. While this can result in short-term variability, it also means the portfolio retains the prospect of future value creation as businesses mature and move towards exit opportunities.

With a new Lead Fund Manager in place and an expanded, dedicated investment team, we believe the Company is well positioned to support its portfolio companies and capture future upside as market conditions evolve.

During the year, the Company utilised £12.2 million of cash resources, comprising £7.3 million in investments, £3.1 million in dividends (net of the Dividend Reinvestment Scheme (DRIS)), and £1.8 million in management fees and other running costs.

At 31 December 2025, the Company held cash and liquid resources of £14.3 million, representing 30% of net assets, providing flexibility to support existing portfolio companies and invest in new opportunities.

Portfolio Manager and a new dedicated team
Within Future Generations VCT, there has been a senior leadership change and we are pleased to announce the appointment of Luke Edis as the new Lead Fund Manager.

Fundraise
The Company’s offer to raise £5 million closed fully subscribed on 1 April 2025. To further support the Company’s growth and ongoing deployment, a subsequent offer was launched on 2 February 2026 seeking to raise up to £10 million, with an over-allotment facility available at the Board’s discretion. On 3 April 2026, £2.8 million was allotted. The fundraise is continuing into the new tax year, with an application deadline of 26 May 2026 for the next allotment currently scheduled for 29 May 2026.

The proceeds will go towards supporting both new investment opportunities and follow-on funding into selected existing portfolio companies.

Dividends
We are pleased that on 24 September 2025, the Company paid a 5.6p special dividend, marking an important milestone in its progress, as some of the early investments start to mature and achieve exits. This dividend was paid from the proceeds received from the successful disposal of Cobee which occurred in September 2024, the Company’s first full exit.

Following approval of the DRIS at the Annual General Meeting (AGM) in June 2025, 6% of shareholders have decided to take advantage of the scheme and received their dividend in the form of new Future Generations VCT shares.

As referenced in the half-year report, Octopus Titan VCT plc, a fund alongside which the Company has historically co-invested, undertook a strategic review during 2024-25 in response to significant performance challenges. That review has now concluded and a revised strategy has been communicated to Titan shareholders.

Under this revised approach, Titan is prioritising improving the performance and realisation prospects of its existing portfolio, rather than pursuing new investments at this stage. This provides Future Generations VCT with the opportunity to develop its own dedicated pipeline of new investments. The existing portfolio provides exposure across multiple sectors and stages of development, forming a solid foundation from which the Company can seek to generate long-term value for shareholders.

As part of the Titan strategic review, Octopus committed to strengthening the senior investment resource within Octopus Ventures and establishing a dedicated portfolio optimisation function. The Board welcomes this increased focus on team capability and enhanced oversight of portfolio management. These additions are intended to deepen sector expertise, strengthen portfolio oversight and increase focus on value creation and realisations from more mature investments. As at March 2026, Octopus Ventures had hired five individuals to support portfolio optimisation and two individuals dedicated to originating and executing Future Generations’ new investment opportunities.

VCT status and qualification
In the November 2025 Budget, the Government announced two changes affecting VCTs. Firstly, the annual investment limits for qualifying investee companies were increased. This provides greater flexibility for Future Generations VCT to continue supporting portfolio companies as they scale. While the Company remains focused on disciplined capital allocation, these changes offer additional flexibility in managing and supporting the portfolio over time.

Secondly, the rate of upfront income tax relief for new VCT subscriptions was reduced from 30% to 20% for investments made on or after 6 April 2026. While VCTs will continue to offer income tax relief, tax-free dividends and exemption from capital gains tax on disposal, the reduction in upfront relief is expected to impact investor demand across the sector. Your Board of Directors will continue to monitor this in future periods.

We are pleased to report that the Company met the requirement for at least 80% of its funds to be invested in VCT-qualifying holdings throughout the year ended 31 December 2025. The balance of funds will continue to be invested in permitted non-VCT qualifying investments or cash.

AGM
The AGM will take place on Tuesday 9 June 2026 at 10am and will be held at 33 Holborn, London EC1N 2HT.

Full details of the business to be conducted at the AGM are set out in the Notice of AGM. The meeting will include a Portfolio Manager’s update.

Shareholders’ views are important to the Board, and we strongly urge shareholders to vote on the resolutions set out in the Notice of AGM, either by completing and returning the proxy form or by voting electronically at www.investorcentre.co.uk/eproxy.

The Board has carefully considered the business to be proposed at the AGM and unanimously recommends that shareholders vote in favour of all resolutions, as the Directors intend to do in respect of their own shareholdings.

Outlook
The decline in NAV during the year reflects a continued recalibration across venture markets and the natural variability inherent in building an early-stage portfolio. While some portfolio companies continue to make encouraging commercial progress, others are navigating a more demanding funding and operating environment. The Board is mindful of the escalation of conflict in the Middle East subsequent to the year end. As this has occurred after 31 December 2025, its potential impact is not reflected in the Company’s valuations at the balance sheet date. The situation remains highly uncertain and the Board, together with the Manager, continues to monitor developments closely and assess any potential implications for the portfolio and broader market conditions.

We believe the Company is entering its next phase with a strong foundation: a diversified portfolio, enhanced senior investment leadership and a growing pipeline of new investment opportunities. The investment team is now operating with increased senior resource and portfolio optimisation support, sharpening the focus on value creation and realisations. The Company is well positioned to originate and select exciting investments that are highly aligned with its core themes and long-term strategy.

Greater valuation discipline across parts of the venture market is contributing to a more measured environment for new investments. Combined with the scale, network and operational support of the Octopus Ventures platform, we believe the Company is well positioned to deploy capital selectively and to support its existing portfolio through the next stage of development.

Early-stage venture capital requires patience and a long-term perspective. While short-term valuations can move with market conditions, the Board remains confident in the steps taken to strengthen investment leadership and portfolio oversight. We believe these actions, combined with the inherent long-term opportunity within the portfolio, should position the Company to deliver sustainable value creation for shareholders over time.

Helen Sinclair
Chair

Portfolio Manager’s review

At Octopus, our focus is on managing your investments and providing investors with clear and transparent communication. Our annual and half-yearly updates are designed to keep you informed about the progress of your investment.

Focus on Future Generations VCT’s performance
The NAV at 31 December 2025 was 81.0p per share, compared with 88.8p per share at 31 December 2024. During the year, the Company paid dividends of 5.6p per share. When these dividends are added back, the total return per share for the year was -2.5%. The decline reflects continued valuation pressure across private markets, alongside company-specific performance challenges within parts of the portfolio.

Below is a breakdown of the 38 investments held as at 31 December 2025, showing the proportion and value of the portfolio in each investment theme:

Proportion by number of portfolio companies in each theme
Revitalising healthcare: 53%
Empowering people: 29%
Building a sustainable planet: 18%

Value of the portfolio in each theme
Revitalising healthcare: £17.4m
Empowering people: £11.2m
Building a sustainable planet: £4.8m

During the year, the value of 16 portfolio companies was reduced, resulting in a collective decrease of £4.8 million. The largest contributors to this decline were Pivotal, HelloSelf and DoublewordML.

In the case of Pivotal, the company entered administration, resulting in a full write-down of the investment value to £nil (2024: £0.8 million). While disappointing, outcomes of this nature are an inherent feature of early-stage venture investing. For HelloSelf and DoublewordML, valuation changes reflected a mix of company-specific and wider market factors. Some businesses did not meet the growth or operational targets that had supported their previous valuations, while others experienced more difficult trading conditions, including slower revenue growth and weaker customer demand.

In addition, some companies found it more challenging to secure further funding, either on the expected timetable or on similar terms to previous rounds. This reflects the more cautious investment environment that has persisted across private markets.

Across the venture ecosystem, and outside of the AI sector, funding rounds have remained somewhat constrained, with investors placing increased emphasis on capital efficient growth, and clear pathways to sustainability and profitability. Where portfolio companies have been unable to demonstrate sufficient progress against their milestones, valuations have been adjusted accordingly to reflect the heightened execution and financing risk. These broader market dynamics have contributed to valuation compression across segments of the portfolio during the year.

Notwithstanding this, 14 companies recorded upward valuation movements during the year, delivering a collective increase in value of £4.3 million. The strongest contributors were Manual, Remofirst and Secfix. These uplifts reflect businesses that have delivered strong revenue growth, improved unit economics, secured strategic customer wins, or completed funding rounds at higher valuations. The performance of these companies demonstrates that well-positioned businesses can continue to scale and attract capital, even in more demanding market conditions.

While the year has been challenging from a valuation perspective, the portfolio remains diversified across sectors and stages, and we continue to see encouraging operational progress across a number of our larger holdings. In several cases where valuations were reduced, the underlying businesses retain differentiated technology, strong management teams and credible routes to recovery. We continue to work closely with management teams to reinforce cost discipline, extend runway where necessary and sharpen execution. Where companies are delivering against agreed milestones and demonstrate attractive long-term prospects, we will consider providing follow-on capital to support value creation.

Venture investing is inherently cyclical, and periods of valuation adjustment are not uncommon following extended phases of capital availability and higher pricing. We believe the repricing seen across the market is encouraging greater discipline in funding decisions and a stronger focus on sustainable growth. The Company remains well positioned to support its existing portfolio and to deploy capital selectively into exciting new opportunities.

During the year, the Company received deferred proceeds from the sale of Cobee, which initially completed in 2024. Further deferred amounts may become payable in the future if agreed exit metrics are achieved.

The return on the Company’s uninvested cash reserves was £0.8 million in the year to 31 December 2025 (31 December 2024: £1.4 million), driven by income from money market funds. The Board’s objective for these investments remains to generate sufficient returns through the cycle to contribute to operating costs while maintaining limited risk to capital.

Overview of investments
The Company completed ten investments in the twelve months to 31 December 2025 (comprising a total of £7.3 million) and three further investments after the reporting date totalling £0.7 million. More information on some of these businesses can be found below:

A selection of new investments

Automata has incorporated its low-cost collaborative robot into an automation as-a-solution service for clinical labs.

Cyb3r Operations a cybersecurity platform that helps organisations detect unknown third-parties, assess their risk, and automate the response.

Lab Genius a next-generation platform leveraging machine learning to develop novel therapeutic antibodies.

SLAMcore spatial AI for robots and drones.

Valuations¹
The chart illustrates the split of valuation methodology (shown as a percentage of portfolio value and number of companies). ‘External price’ includes valuations based on funding rounds that typically completed in the last twelve months to the period end or shortly after the period end, and exits of companies where terms have been agreed with an acquirer.

‘Multiples’ is predominantly used for valuations that are based on a multiple of revenues for portfolio companies.

‘Milestone analysis’ is used for very early-stage investments that are not yet generating revenue, value is estimated by starting with the price from the most recent funding round. This is then adjusted based on the company’s progress against qualitative milestones, such as product development, customer growth, or regulatory approvals, to reflect any increase or decrease in value.

Where there is uncertainty around the potential outcomes available to a company, a probability weighted ‘scenario analysis’ is considered.

1. Data as at 31 December 2025.

Portfolio case studies

Automata
An open, integrated, lab automation solution, designed to help labs unlock their potential.

Automata develops technology that enables scientific and medical laboratories to automate routine processes that are often performed manually. Its platform combines robotic laboratory benches with user-friendly software, allowing labs to set up and run workflows such as sample preparation and testing with minimal ongoing supervision. This helps to improve speed, accuracy and consistency in areas including genetics, drug discovery and clinical diagnostics. Unlike traditional lab automation, which typically involves separate specialist instruments that still require frequent human input, Automata offers an integrated approach designed to deliver walkaway time while making efficient use of lab space. The company’s aim is to make advanced automation practical and accessible for a wide range of laboratories.

Puraffinity
Creating sustainable environmental solutions for tackling some of the world’s most pressing challenges.

Founded in 2015 and originating from Imperial College London, Puraffinity is a science-driven technology company developing advanced materials that remove PFAS (forever chemicals) from water. It designs adsorbent media with molecular structures engineered to attract and bind specific pollutants, enabling more effective, compact and cost-efficient water treatment. The technology can be applied across different water types and use cases, including point-of-use systems, municipal drinking water, groundwater remediation, industrial manufacturing, airports and military bases, and sectors such as oil and gas. Puraffinity’s mission is to provide sustainable solutions for addressing persistent and emerging water contaminants.

Living Optics
Pioneering affordable and easy-to-use hyperspectral cameras for the mass market.

Living Optics, founded in 2020 from the University of Oxford’s Physics department, develops hyperspectral cameras for broader commercial adoption. Hyperspectral imaging captures detailed information beyond what conventional cameras can detect, which can help identify materials and changes that are not visible to the human eye. This capability supports applications such as plastics sorting, greenhouse gas detection and tumour detection. Living Optics combines patented optical techniques with tailored machine learning to reduce the size, complexity and cost of hyperspectral systems, which have traditionally been limited to research environments. Its VIS–NIR snapshot camera captures hyperspectral data in real time at video frame rates, enabling researchers and developers to analyse scenes quickly and at scale.

Top 10 investments
Here, we set out the cost and valuation of the top ten holdings, which account for over 59% of the value of the portfolio.

Top 10 investments in detail¹

1

CoMind Technologies Ltd
Development of non-invasive brain sensing technology for monitoring of medical conditions.

2nd Floor, 210 Pentonville Road, London, United Kingdom, N1 9JY
comind.io

2

Menwell Limited (t/a Manual)
Providing easy access to advice and medical support for diagnosis, custom treatment plans and holistic care to induce long-term behaviour change.

Bronze Building, 105 Sumner Street, London, United Kingdom, SE1 9HZ
www.manual.co

3
Remofirst, Inc.
Global payroll and compliance system for remote teams.

415 Mission Street, San Francisco, California 94105, United States
www.remofirst.com

4
Infinitopes Ltd
Has built an antigen discovery platform to develop cancer vaccines that provide better treatment outcomes.

BioEscalator Innovation Building, Oxford University, 696 Roosevelt Drive, Oxford, England, OX3 7FZ

www.infinitopes.com

5

HelloSelf Limited
A digital, personalised psychological therapy and coaching platform.

9th Floor, 107 Cheapside, London, United Kingdom, EC2V 6DN
www.helloself.com

6
Neat SAS
An embedded insurance platform that gives merchants the ability to provide insurance bundles to their customers at a competitive rate.

117 Quai de Bacalan, Bordeaux, Nouvelle-Aquitaine, 33000, France
www.neat.eu

7
Intrinsic Semiconductor Technologies Ltd
Next generation memory for computers.

9th Floor, 107 Cheapside, London, United Kingdom, EC2V 6DN
www.intrinsicsemi.com

8
Phlux Technology Ltd
Phlux develops high performance infrared sensors used in LiDAR technology for applications across automotive and robotics.

Block 5, Level 2, Pennine Five Campus, 18 Hawley Street, Sheffield, England, S1 4WP
www.phluxtechnology.com

9

Apheris AI GmbH
An end-to-end federated learning platform enabling data scientists to conduct analysis over sensitive data without compromising the privacy or security of the data subjects.

Office 7, 35–37 Ludgate Hill, London, United Kingdom, EC4M 7JN
www.apheris.com

10
Ufonia Ltd
Ufonia offers an autonomous voice based medical assistant that conducts routine patient consultations by phone.

104 Gloucester Green, Oxford, England, OX1 2BU
www.ufonia.com

1. These are numbers per latest public filings. More recent figures have not yet been disclosed.
2. Information not publicly available.

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:

D&I policy status
Policy in place: 100%

Engaged in monitoring 2024 greenhouse gas emissions¹
Signed up: 5
Introduced: 33

¹ As of 31 December 2025, only 2024 carbon emissions data was available.

Greenhouse gases:
Octopus engages with all portfolio companies on their GHG emissions and gives them access to appropriate complimentary tools to support their understanding of their carbon footprint.

Progress made
The long-term goal is to reduce portfolio emissions to minimise climate-related risks. 5 companies supplied their 2024 emissions data. Below is a breakdown of GHG emissions reported on the carbon monitoring tool provided by Octopus to the portfolio companies.

GHG emissions in tonnes tCO₂e

In the reporting year, Octopus has expanded the coverage of Scope 1 and Scope 2 greenhouse gas emissions across the Future Generations VCT portfolio. In prior years, emissions disclosures were based solely on data voluntarily submitted by portfolio companies (16 companies in the previous year). While this approach ensured accuracy for those businesses, it did not fully represent emissions across the broader portfolio.

To improve completeness and provide a more representative view, Octopus has introduced a blended methodology this year. This combines (i) actual emissions data submitted directly by portfolio companies with (ii) modelled estimates for non-reporting companies, based on relevant factors including employee numbers, revenue, and sector-specific emissions profiles.

This expanded coverage has led to an apparent increase in reported Scope 1 and 2 emissions year-on-year. However, this increase is primarily attributable to the broader scope of reporting rather than a like-for-like rise in emissions intensity across the portfolio. Octopus believes this enhanced methodology provides shareholders with a more transparent and comprehensive understanding of the portfolio’s overall carbon footprint, while continuing to encourage improved data quality and participation from portfolio companies over time.

Outlook
I am pleased to have joined Future Generations as Lead Fund Manager, following the establishment of a dedicated investment team and a standalone mandate for the Company. I look forward to applying my experience in venture investing to strengthen focus, deepen portfolio oversight and support disciplined deployment of capital.

I joined with a clear ambition to build a high-quality, differentiated venture portfolio aligned with our investment strategy. Periods of technological and economic change can create significant opportunity for innovative early-stage businesses. We believe that developments such as the accelerating adoption of AI are likely to shape the next generation of category-leading companies, although careful selection and disciplined execution remain critical.

Future Generations VCT remains relatively early in its lifecycle. As a result, performance can be variable as companies progress through their development stages. I recognise that the decline in NAV this year will be disappointing for shareholders. While part of this reflects continued valuation pressure across private markets, company-specific execution challenges also contributed. My focus will be on maintaining rigorous portfolio oversight, disciplined capital allocation and clear milestone accountability across the portfolio.

Looking ahead, the environment is becoming more constructive for disciplined investors. Valuation expectations across parts of the early-stage market have become more measured, with greater emphasis on capital efficiency and sustainable growth. For a fund at our stage of development, this presents an opportunity to deploy capital thoughtfully and selectively. We are building a dedicated pipeline of opportunities for Future Generations VCT and are seeing a steady flow of businesses aligned with our strategy.

I am also pleased to welcome Stan Williams to the Future Generations VCT team as an Investment Principal. Expanding the dedicated resource around the VCT, alongside the broader Octopus Ventures team, strengthens our ability both to originate new opportunities and to work closely with existing portfolio companies, providing hands-on portfolio support as they progress towards key value milestones.

We believe the combination of enhanced senior investment resource, a focused strategy and a diversified portfolio provides a strong foundation for the next phase of development. Our objective is to deploy capital carefully, support our companies actively and build a portfolio capable of delivering sustainable long-term returns for shareholders.

Luke Edis
Partner and Lead Fund Manager for Future Generations VCT

Risks and risk management

The Board assesses the risks faced by Future Generations VCT, reviews the mitigating controls and monitors the effectiveness of these controls.

Emerging and principal risks, and risk management

The Board is mindful of the ongoing risks and will continue to make sure that appropriate safeguards are in place. The Board carries out a regular review of the risk environment in which the Company operates.

Emerging risks

The Board has considered emerging risks. The Board seeks to mitigate risks by setting policy, regularly reviewing performance and monitoring progress and compliance. In the mitigation and management of these risks, the Board applies the principles detailed in the Financial Reporting Council’s Guidance on Risk Management, Internal Control and Related Financial and Business Reporting.

The following are some of the potential emerging risks management and the Board are currently monitoring:

• adverse changes in the global macroeconomic environment, including those arising from the Iran war;
• challenging market conditions for private company fundraising and exits;
• geo‑political instability; and
• climate change.

Detailed below are the principal risks of Future Generations VCT, and the mitigating actions in relation to those risks.

Principal risks

1. Since 31 December 2024

Viability statement

In accordance with the FRC UK Corporate Governance Code published in 2024 and provision 36 of the AIC Code of Corporate Governance, the Directors have assessed the prospects of Future Generations VCT over a period of five years, consistent with the expected investment holding period of an investor. A fundraise with an initial offer to raise up to £10 million was launched on 2 February 2026. On 3 April 2026, £2.8 million was allotted. The fundraise is continuing into the new tax year, with applications having opened on 7 April 2026. Under VCT rules, subscribing investors are required to hold their investment for a five‑year period in order to benefit from the associated tax reliefs. The Board regularly considers strategy, including investor demand for Future Generations VCT’s shares, and a five‑year period is considered to be a reasonable time horizon for this.

The Board carried out a robust assessment of the emerging and principal risks facing Future Generations VCT and its current position. This includes risks which may adversely impact its business model, future performance, solvency or liquidity, and focused on the major factors which affect the economic, regulatory and political environment. Particular consideration was given to the Company’s reliance on, and close working relationship with, the Investment Manager. The principal risks faced by the Company and the procedures in place to monitor and mitigate them are set out above.

The Board has carried out robust stress testing of cash flows, which included assessing the resilience of portfolio companies, including the requirement for any future financial support.

The Board has additionally considered the ability of Future Generations VCT to comply with the ongoing conditions to make sure it maintains its VCT qualifying status under its current Investment policy.

Based on this assessment, the Board confirms that it has a reasonable expectation that Future Generations VCT will be able to continue in operation and meet its liabilities as they fall due over the five‑year period to 31 December 2030. The Board is mindful of the ongoing risks and will continue to make sure that appropriate safeguards are in place, in addition to monitoring the cash flow forecasts to make sure Future Generations VCT has sufficient liquidity.

Directors’ responsibilities statement

The Directors are responsible for preparing the Strategic Report, the Directors’ Report, the Directors’ Remuneration Report and the Financial Statements in accordance with applicable law and regulations. They are also responsible for ensuring that the annual report and financial statements include information required by the UK Listing Rules of the Financial Conduct Authority.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (GAAP), including Financial Reporting Standard 102 – The Financial Reporting Standard Applicable in the United Kingdom and Republic of Ireland (FRS 102), United Kingdom accounting standards and applicable law. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business; and
• prepare a Strategic Report, Directors’ Report and Directors’ Remuneration Report which comply with the requirements of the Companies Act 2006.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

In so far as each of the Directors is aware:

• there is no relevant audit information of which the Company’s auditor is unaware; and
• the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.

The Directors are responsible for preparing the annual report and financial statements in accordance with applicable law and regulations. Having taken advice from the Audit Committee, the Directors are of the opinion that this report as a whole provides the necessary information to assess the Company’s performance, business model and strategy and is fair, balanced and understandable.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The Directors confirm that, to the best of their knowledge:

• the financial statements, prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS 102, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
• the annual report and financial statements (including the Strategic Report), give a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.

On behalf of the Board

Helen Sinclair
Chair

Income statement

• The ‘Total’ column of this statement is the profit and loss account of Future Generations VCT; the supplementary revenue return and capital return columns have been prepared under guidance published by the Association of Investment Companies.
• All revenue and capital items in the above statement derive from continuing operations.
• Future Generations VCT has only one class of business and derives its income from investments made in shares and securities and from bank and money market funds.

Future Generations VCT has no other comprehensive income for the period.

The accompanying notes form an integral part of the financial statements.

Balance sheet

1. Cash received from investors but not yet allotted.

The accompanying notes form an integral part of the financial statements.

The statements were approved by the Directors and authorised for issue on 28 April 2026 and are signed on their behalf by:

Helen Sinclair
Chair
Company No: 13750143

Statement of changes in equity

1. Included within these reserves is an amount of £43,184,000 (2024: £nil) which is considered distributable to shareholders under Companies Act rules. The Income Taxes Act 2007 restricts distribution of capital from reserves created by the conversion of the share premium account into a special distributable reserve until the third anniversary of the share allotment that led to the creation of that part of the share premium account. As at 31 December 2025, £28,430,000 (2024: £nil) of the special reserve is distributable under this restriction.

The accompanying notes form an integral part of the financial statements.

1. Included within these reserves is an amount of £nil (2023: £nil) which is considered distributable to shareholders under Companies Act rules. The Income Taxes Act 2007 restricts distribution of capital from reserves created by the conversion of the share premium account into a special distributable reserve until the third anniversary of the share allotment that led to the creation of that part of the share premium account. As at 31 December 2024, £nil (2023: £nil) of the special reserve is distributable under this restriction.

The accompanying notes form an integral part of the financial statements.

Cash flow statement

1. Loss before tax includes cashflows from dividends of £0.8 million (2024: £1.4 million).

The accompanying notes form an integral part of the financial statements.

Notes to the financial statements

1. Principal accounting policies

Octopus Future Generations VCT plc (‘Future Generations VCT’) is a Public Limited Company (plc) incorporated in England and Wales and its registered office is at 6th Floor, 33 Holborn, London EC1N 2HT.

Future Generations VCT has been approved as a Venture Capital Trust by HMRC under Section 259 of the Income Taxes Act 2007. The shares of Future Generations VCT were first admitted to the Official List of the UK Listing Authority and trading on the London Stock Exchange on 5 April 2022 and can be found under the TIDM code OFG. Future Generations VCT is premium listed.

The principal activity of Future Generations VCT is to invest in a diversified portfolio of UK smaller companies in order to generate capital growth over the long term as well as an attractive tax-free dividend stream.

The financial statements are presented in GBP (£) to the nearest £’000. The functional currency is also GBP (£). Some accounting policies have been disclosed in the respective notes to the financial statements.

Basis of preparation
The financial statements have been prepared on a going concern basis under the historical cost convention, except for the measurement at fair value of certain financial instruments, and in accordance with UK Generally Accepted Accounting Practice (GAAP), including Financial Reporting Standard 102 – ‘The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland’ (FRS 102), the Companies Act 2006 and the Statement of Recommended Practice (SORP) ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts (July 2022)’. The financial statements cover the twelve month period ended 31 December 2025. Comparatives relate to the period from 1 July 2023 to 31 December 2024 and are audited. A summary of the principal accounting policies is set out in the notes.

2. Investment income
Accounting policy

Investment income comprises interest earned on money market funds. Dividend income is shown net of any related tax credit. Dividends receivable are brought into account when Future Generations VCT’s right to receive payment is established and there is no reasonable doubt that payment will be received. Fixed returns on debt and money market funds are recognised so as to reflect the effective interest rate, provided there is no reasonable doubt that payment will be received in due course.

Disclosure

3. Investment management fees
Accounting policy
For the purposes of the revenue and capital columns in the Income Statement, the management fee has been allocated 25% to revenue and 75% to capital, in line with the Board’s expected long-term return in the form of income and capital gains respectively from Future Generations VCT’s investment portfolio.

Disclosure

The Portfolio Manager provides investment management services through agreements with Octopus AIF Management Limited and Future Generations VCT. It also provides accounting and administration services to Future Generations VCT under a Non-Investment Services Agreement (NISA). No compensation is payable if the agreement is terminated by either party, if the required notice period is given. The fee payable, should insufficient notice be given, will be equal to the fee that would have been paid should continuous service be provided, or the required notice period was given. The basis upon which the management fee is calculated is disclosed within Note 19 of the financial statements.

4. Other expenses
Accounting policy

Other expenses are accounted for on an accruals basis and are charged wholly to revenue.

The transaction costs incurred when purchasing or selling assets are written off to the Income Statement in the period that they occur.

1. Includes employers’ NI.
2. Includes VAT.

Total ongoing charges are capped at 3.0% of net assets. For the period to 31 December 2025, the ongoing charges exceeded this cap and a rebate was paid from the Portfolio Manager for the amount of £51,000. For the twelve months to 31 December 2025 the ongoing charges were 3.0% (2024: 3.0%) of net assets. This is calculated by summing the annualised expenses incurred in the period (excluding non-recurring expenses) divided by the average NAV throughout the period.

5. Tax on ordinary activities
Accounting policy

Corporation tax payable is applied to profits chargeable to corporation tax, if any, at the current rate. The tax effect of different items of income/gain and expenditure/loss is allocated between capital and revenue return on the ‘marginal’ basis as recommended in the SORP.

Deferred tax is recognised in respect of all timing differences at the reporting date. Timing differences are differences between taxable profits and total income as stated in the financial statements that arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements.

Disclosure
The corporation tax charge for the period was £nil (2024: £nil).

1. Tax rate difference due to tax charge for the period being calculated at 20.5% and excess management expenses on which deferred tax is not recognised being calculated at 25%.

Unrelieved tax losses of £4,758,000 (2024: £3,231,000) are estimated to be carried forward at 31 December 2025 (subject to completion of Future Generations VCT’s tax return) and are available for offset against future taxable income, subject to agreement with HMRC. Future Generations VCT has not recognised the deferred tax asset of £1,190,000 (2024: £808,000) in respect of these tax losses because there is insufficient forecast taxable income in excess of deductible expenses to utilise these losses carried forward.

Approved VCTs are exempt from tax on capital gains. As the Directors intend for Future Generations VCT to continue to maintain its approval as a VCT through its affairs, no current deferred tax has been recognised in respect of any capital gains or losses arising on the revaluation or disposal of investment.

6. Dividends

Accounting policy
Dividends payable are recognised as distributions in the financial statements when Future Generations VCT’s liability to make the payment has been established. This liability is established on the record date, the date on which those shareholders on the share register are entitled to the dividend.

Disclosure

The figures above include dividends elected to be reinvested through the DRIS.

7. Earnings per share

The earnings per share is based on 58,147,725 (2024: 51,727,417) Ordinary shares, being the weighted average number of Ordinary shares in issue during the period.

There are no potentially dilutive capital instruments in issue and so no diluted return per share figures are relevant. The basic and diluted earnings per share are therefore identical.

8. Net asset value per share

9. Transactions with the Manager and Portfolio Manager

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

Future Generations VCT paid Octopus AIF Management Limited £1,116,000 (2024: £1,380,000) in the period as a management fee, after applying a rebate of £51,000 (2024: £39,000) to maintain the total ongoing charges below the 3% cap. The annual management charge (AMC) is based on 2% of Future Generations VCT’s NAV. The AMC is payable quarterly in advance and calculated using the latest published NAV of Future Generations VCT and the number of shares in issue at each quarter end. Once the quarter has ended, an adjustment will be made if the NAV at the end of the current quarter is calculated and which differs from the NAV as at the end of the previous quarter. The Manager will donate 10% of the management fee to the Octopus Giving Charitable Foundation, which was set up in 2014 to help charities make the world a better place.

Octopus also provides Non-Investment Services to Future Generations VCT, payable quarterly in advance. The fee is 0.3% of Future Generations VCT’s NAV, calculated at quarterly intervals. The NISA fee is calculated using the latest published NAV of Future Generations VCT and the number of shares in issue at each quarter end. As with the AMC, an adjustment will be made once the quarter has ended if the NAV at the end of the current quarter is calculated and which differs from the NAV as at the end of the previous quarter. During the period £152,000 (2024: £213,000) was paid to Octopus for Non-Investment Services. In addition, Octopus is entitled to performance-related incentive fees, subject to Future Generations VCT’s total return at year end exceeding the total return at the previous year end when an incentive fee was paid, or 97p if the first incentive fee has not yet been paid (the ‘Excess’), equal to 20% of the Excess. No performance fee will be paid prior to the financial year ending on 31 December 2025, dividends (paid or declared) being equal to or greater than 10p per Ordinary share and the total return exceeding 120p. An amendment to the performance incentive scheme was agreed in April 2026, whereby any performance incentive fee, once triggered by the conditions referred to above, is payable over three years and is subject to recalculation and partial cancellation if the Company’s NAV declines in the second and/or third years. No performance fee was payable during the period.

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

Octopus AIF Management Limited remuneration disclosures (unaudited)
Quantitative remuneration disclosures required to be made in this annual report in accordance with the FCA Handbook FUND 3.3.5 are available on the website: https://www.octopusinvestments.com/remuneration-disclosures/.

10. Related party transactions

Several members of the Octopus investment team hold non-executive directorships as part of their monitoring roles in Future Generations VCT’s portfolio companies, but they have no controlling interests in those companies.

Details of the Directors and their remuneration can be found in the Directors’ Remuneration Report in the full Annual Report.

The Directors received the following dividends from Future Generations VCT:

11. 2025 financial information

The figures and financial information for the period ended 31 December 2025 are extracted from the Company’s annual financial statements for the year and do not constitute statutory accounts. The Company’s annual financial statements for the year to 31 December 2025 have been audited but have not yet been delivered to the Registrar of Companies. The Auditors’ report on the 2025 annual financial statements was unqualified, did not include a reference to any matter to which the auditors drew attention without qualifying the report, and did not contain any statements under Sections 498(2) or 498(3) of the Companies Act 2006.

12. 2024 financial information

The figures and financial information for the period ended 31 December 2024 are extracted from the Company’s annual financial statements for the period and do not constitute statutory accounts. Those financial statements have been delivered to the Registrar of Companies and included the Auditors’ report which was unqualified, did not include a reference to any matter to which the auditors drew attention without qualifying the report, and did not contain any statements under Sections 498(2) or 498(3) of the Companies Act 2006.

13. Annual Report and financial statements

The Annual Report and financial statements will be posted to shareholders in early May and will be available on the Company’s website, https://octopusinvestments.com/our-products/venture-capital-trusts/octopus-future-generations-vct/. The Notice of Annual General Meeting is contained within the Annual Report.

A copy of the Annual Report will be submitted to the National Storage Mechanism and will be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

14. General information
Registered in England & Wales. Company No. 13750143

LEI: 213800AL71Z7N2O58N66

15. Directors
Helen Sinclair (Chair), Joanna Santinon and Ajay Chowdhury

16. Secretary and registered office   
Octopus Company Secretarial Services Limited
6^th Floor, 33 Holborn, London EC1N 2HT