Final Results

Octopus Apollo VCT plc

Final Results

Octopus Apollo VCT plc today announces the final results for the year ended 31 January 2026.

Octopus Apollo VCT plc (‘Apollo’ or the ‘Company’) is a Venture Capital Trust (VCT) which aims to provide shareholders with attractive tax-free dividends and long‑term capital growth by investing in a diverse portfolio of predominantly unquoted companies.

The Company is managed by Octopus Investments Limited (‘Octopus’ or the ‘Portfolio Manager’) via its investment team (Octopus Ventures).

KEY FINANCIALS

	Year to 31 January 2026	Year to 31 January 2025
Net assets (£’000)	£541,059	£482,563
Profit after tax (£’000)	£12,401	£24,110
Net asset value (NAV) per share1	49.1p	50.5p
Cumulative dividends paid since launch	92.6p	90.0p
Total value per share2	141.7p	140.5p
Dividends paid in the year	2.6p	2.6p
Dividend yield3	5.1%	5.1%
Dividend declared	1.3p	1.3p
Total return per share %4	2.4%	5.1%

1. NAV per share is calculated as net assets divided by total number of shares.
2. Total value per share is calculated by adding together NAV per share and cumulative dividends paid since launch.
3. Dividend yield is an alternative performance measure (APM) calculated as dividends paid in the period, divided by the NAV per share at the beginning of the period.
4. Total return per share % is an APM calculated as movement in NAV per share in the period plus dividends paid in the period, divided by the NAV per share at the beginning of the period.

CHAIR’S STATEMENT

Highlights

• Apollo’s fundraise total (as at 1 April 2026): £82 million
• Total return over five years: 32.7%
• Dividends paid in 2026¹: 2.6p
  

1. Year ended 31 January 2026.

Apollo’s total return for the year to 31 January 2026 was 2.4%, with net assets at the end of the period totalling £541.1 million.

Performance

I am pleased to present the annual results for Apollo for the year ended 31 January 2026.

At the year end, the NAV plus cumulative dividends per share was 141.7p, compared to 140.5p at 31 January 2025. During the year, dividends of 2.6p per share were paid and the NAV per share at 31 January 2026 was 49.1p. This equates to a total return of 2.4% for the year.

The year continued to be shaped by macroeconomic and geopolitical uncertainty, alongside volatility in technology valuations. In this challenging environment, a positive total return reflects the resilience of the portfolio. Portfolio companies have continued to grow revenues and have improved their overall levels of profitability over the year, with a greater proportion now operating profitably. This, together with stronger cash positions and careful structuring, have helped to support positive valuations, despite ongoing external pressures.

Investment activity increased during the year, with Apollo deploying capital into a number of high-quality businesses. This reflected improved deal flow in later-stage business-to-business (B2B) software markets, including opportunities in AI-enabled propositions. Our investment approach remains consistent, prioritising businesses with high levels of recurring revenue, strong customer retention and clear paths to scale and profitability.

During the year, we deepened our exposure to AI software, reflecting its increasing integration across our core markets. Many existing portfolio companies are embedding AI into established platforms to enhance functionality and customer value. Alongside this, we have made selective investments into AI-native businesses, built from the ground up with AI at the centre of their products and business models. This positions the portfolio to benefit from the ongoing evolution of software markets while maintaining a consistent investment approach.

We also completed a number of successful realisations during the period, generating cash proceeds of £33.9 million for the Company and allowing capital to be recycled into new opportunities. Our focus on active ownership and disciplined decision-making remains central to delivering long-term value.

Overall, the Company delivered a modest but positive return in an unsettled market environment, while increasing investment activity and maintaining a diversified portfolio of software companies.

In the twelve months to 31 January 2026, we utilised £110.5 million of our cash resources, comprising £55.0 million in new and follow-on investments, £21.4 million in dividends (net of the Dividend Reinvestment Scheme (DRIS)), £10.0 million in management fees, £6.1 million in performance fees, £14.0 million in share buybacks, and £4.0 million in other running costs.

The cash and liquid resources balance of £106.0 million at 31 January 2026 represented 19.6% of net assets at that date (31 January 2025: £95.7 million, 19.8%). Cash and liquid resources comprise cash at bank, holdings in money market funds (MMFs) and a closed-ended collective investment scheme (‘closed-ended fund’).

Performance incentive fees

Apollo’s performance since 31 January 2025 has resulted in a performance fee of £3.2 million being payable to Octopus. This fee is calculated as 20% of gains above the High-Water Mark of 140.5p per share, based on total value per share as at that date.

Dividends

• Dividend yield¹: 5.1%
• Dividends paid to reporting date: 92.6p

It remains your Board’s policy to maintain a regular dividend flow where possible in order to take advantage of the tax-free distributions a VCT can provide and to target a 5% annual dividend yield, subject to available distributable reserves and overall portfolio performance.

I am pleased to confirm that the Board declared a second interim dividend of 1.3p per share in respect of the year ended 31 January 2026. The dividend will be payable on 19 June 2026 to shareholders on the register at 29 May 2026. Together with the interim dividend of 1.3p paid in December 2025, this brings total dividends declared for the year to 2.6p per share. The total dividend yield¹ for the year was 5.1%, consistent with the Board’s policy. Since inception, Apollo has paid a total of 92.6p in tax‑free dividends per share.

Apollo’s DRIS remains available to shareholders who wish to reinvest dividends into new shares rather than receive cash. Currently, 16.1% of shareholders participate in the scheme. During the year to 31 January 2026, 12,555,204 shares were issued under the DRIS, equating to a reinvested amount of £6.1 million.

Dividends, whether paid in cash or reinvested under the DRIS, are always at the discretion of the Board and are not guaranteed.

1. This is an APM.
   
   

Fundraise and share buybacks

In March 2025, the Company successfully completed its offer to raise £75 million, which was fully subscribed. We would like to thank both new and existing shareholders for their continued support.

On 30 October 2025, the Company launched a further offer to raise up to £75 million with an over-allotment facility of up to £25 million. I am pleased to report that this offer closed for applications on 1 April 2026, raising £82.4 million. On 20 April 2026, the Board reopened the offer for applications. The continued support from shareholders provides the Company with capital to deploy into both existing portfolio companies and new investment opportunities in line with our disciplined investment approach.

Apollo has continued to buy back shares from existing investors at the Board’s discretion. Subject to shareholder approval of Resolution 12 at the forthcoming Annual General Meeting (AGM), this facility will remain in place to provide liquidity to investors who may wish to sell their shares. Share buybacks are always at the discretion of the Board, are never guaranteed and may be reviewed when necessary.

VCT status

In the November 2025 Budget, the Government announced two changes affecting VCTs.

Firstly, the annual investment limits for investee companies have been increased, providing more capacity to invest into new and existing portfolio companies. Given Apollo’s scale and focus on supporting companies through later stages of their growth, this change is welcome. It enhances our ability to continue supporting our largest portfolio companies as they scale and, where appropriate, to participate more meaningfully in subsequent funding rounds. The Board believes this additional flexibility supports Apollo’s investment strategy and market positioning particularly well.

Secondly, the rate of upfront income tax relief for new VCT subscriptions has 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 may influence investor demand across the sector. The Board views this development with concern, as it could reduce the availability of capital to support the level of attractive investment opportunities we are seeing. The Board will continue to monitor the impact of this change on the Company’s future fundraising closely.

Board of Directors

As noted in the half-yearly report, Claire Finn stepped down from the Board in October 2025. On behalf of the Board and shareholders, I would like to thank her for her valuable contribution.

On 15 September 2025, the Board appointed two new independent Non-Executive Directors, Lindsay Dodsworth and Graeme Gunn. With effect from their appointment, both joined the Audit & Risk Committee, Management Engagement Committee and Nomination and Remuneration Committee.

AGM

The AGM will be held on 9 July 2026 at 10.30 am and will be held at the offices of Octopus Investments Limited, 33 Holborn, London, EC1N 2HT. Full details of the business to be conducted at the AGM are given in the Notice of the Annual General Meeting. We will have a Portfolio Manager’s update at the AGM.

Shareholders’ views are important, and the Board encourages shareholders to vote on the resolutions by using the proxy form, or electronically at: www.investorcentre.co.uk/eproxy. The Board has carefully considered the business to be approved at the AGM and recommends shareholders vote in favour of all the resolutions being proposed.

Outlook

The outlook remains shaped by a combination of macroeconomic uncertainty, heightened geopolitical risk and continued volatility in technology markets. The Board is mindful of the escalation of conflict in the Middle East subsequent to the year end. As this has occurred after 31 January 2026, any 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. While parts of the public markets, particularly large-cap and AI-led sectors, have shown resilience during the period, conditions remain uneven and private capital investment continues to be selective, with liquidity and exit activity more constrained outside of AI-driven opportunities.

In this environment, the composition of Apollo’s portfolio remains a key source of resilience. The majority of our companies operate under contracted subscription-based business models with high levels of recurring revenue and long-term customer relationships, which provide a degree of stability despite less predictable market conditions.

AI is increasingly embedded across the portfolio, supporting product development, operational efficiency and customer value. Alongside this, we continue to make selective investments into AI-native businesses, reflecting the ongoing evolution of software markets.

We continue to see a healthy pipeline of investment opportunities, particularly in AI-supported B2B software businesses, where Apollo’s scale and experience position us well to access and support high quality businesses. The recent increase in annual VCT investment limits further strengthens our ability to support portfolio companies through later stage funding rounds and enhances our role within the UK scale-up ecosystem.

Apollo enters the new financial year with a diversified portfolio, meaningful cash resources and continued fundraising support. While external conditions are likely to remain uncertain, the Board believes the Company is well positioned to navigate this environment and to deploy capital selectively into both new and existing opportunities.

Murray Steele
Chair

PORTFOLIO MANAGER’S REVIEW

At Octopus our focus is on managing your investments and providing open communication. Our annual and half-year updates are designed to keep you informed about the progress of your investment.

Investment strategy

Apollo’s investment strategy has remained consistent over the past year, with an increased emphasis on AI-driven software companies reflecting the strong growth and performance we are seeing in businesses adopting these technologies. Our core focus remains on high-quality B2B software companies. These businesses are typically characterised by strong revenue growth, high levels of recurring revenue, robust customer retention across a diversified base and high gross margins, supporting long-term revenue visibility and a clear path to profitability.

We focus on businesses that have established product-market fit and are scaling their operations. Increasingly, these companies are incorporating AI into their platforms to enhance product functionality, while also using AI to improve internal processes and operational efficiency.

Apollo has consistently taken an active approach to realisations, with the majority of exits achieved through strategic trade buyers or private equity investors, typically within three to seven years of the initial investment.

Focus on performance

In the year to 31 January 2026, the Total value per share (NAV plus cumulative dividends) increased to 141.7p per share, giving a total return of 2.4% for the period. Despite challenging macroeconomic conditions that have continued to affect our portfolio companies over the past twelve months, we are satisfied with this modest increase in total value.

The performance over the five years to 31 January 2026 is shown below:

Year Ended	NAV	Dividends paid in year	Cumulative dividends	NAV + cumulative dividends	Total return %
31 January 2022	50.2p	5.7p	82.1p	132.3p	13.6%
31 January 2023	53.2p	2.6p	84.7p	137.9p	11.2%
31 January 2024	50.5p	2.7p	87.4p	137.9p	0.0%
31 January 2025	50.5p	2.6p	90.0p	140.5p	5.1%
31 January 2026	49.1p	2.6p	92.6p	141.7p	2.4%

During the year, including disposals, there have been valuation increases across 31 portfolio companies, delivering a collective increase of £41.6 million. These increases have been driven by a combination of factors, including revenue growth, improving profitability and, in a small number of cases, new external investment rounds.

Several of the portfolio’s strongest contributors demonstrated continued operational progress over the year, despite a more challenging market backdrop. In particular, Lodgify, Natterbox and bsport were among the largest drivers of value. These three companies contributed £13.3 million towards the collective increase in valuation.

Taken together, these movements reflect the underlying strength and adaptability of the portfolio, with company-specific progress helping to support valuations despite broader market pressures.

Conversely, 20 companies saw a decrease in valuation, collectively totalling £16.4 million. £9.6 million of this decline was concentrated in three companies TRI, Zapnito and Tendable. TRI’s valuation reduction reflected slower-than-expected commercial progress during the year and a reduction in valuation multiples across comparable software businesses, despite continued investment in leadership and product development. Zapnito experienced slower growth than anticipated alongside a more constrained operating environment, which contributed to a lower valuation. Tendable’s valuation reduction reflected softer trading performance and slower growth within its healthcare customer base. Despite these valuation reductions, all three companies continue to operate and management teams remain focused on improving commercial execution, customer retention and long-term growth prospects. In aggregate, there was a net increase in portfolio company valuations of £25.2 million.

As part of ongoing liquidity management, Apollo regularly invests in and withdraws from MMFs in order to meet cash requirements. During the year, an additional £11.1 million (including interest) was invested in MMFs. Apollo also holds an investment in the Sequoia Economic Infrastructure Income Fund (SEQI), a closed-ended fund, but no further investment was made in this fund during the year.

These investments, together with existing holdings in SEQI and the MMFs, brought total liquid investments to £102.8 million as at 31 January 2026 (including interest earned during the year on MMF deposits).

Disposals

During the year, disposals from five companies generated total cash proceeds of £33.9 million for Apollo, compared to an aggregate investment cost of £15.1 million.

We exited our holding in Hasgrove (Interact) in December 2025, following its acquisition by Castik Capital Partners. This holding was in our portfolio for almost 20 years and demonstrates the true value of managing an evergreen patient capital fund. We are delighted to report that the transaction generated a return of 64.6x on our initial investment and represents a very strong outcome for the Company.

Pendula was acquired by Smart Communications, a company focused on helping highly regulated organisations engage in more meaningful customer conversations. Apollo first invested in Pendula in 2023, and the exit delivered a total return of 1.6x on our investment.

Three disposals were completed at a loss during the year.

Trafi was acquired by Enghouse Systems in April 2025. In October 2025, Apollo’s shareholding in Zai was divested for negligible proceeds. Both of these holdings had a negligible impact on the Company at the point of exit. In January 2026, Delio was acquired by iAltA and resulted in a loss on exit.

In aggregate, these disposals generated proceeds of £7.1 million compared with a total investment cost of £10.1 million. As at 31 January 2025, these assets had a combined carrying value of approximately £8.6 million.

While disappointing, such outcomes are an inherent part of venture capital investing. We are focused on maximising value across the portfolio, with successful exits expected to outweigh losses over the long term.

	Year ended 31 January 2022	Year ended 31 January 2023	Year ended 31 January 2024	Year ended 31 January 2025	Year ended 31 January 2026	Total
Dividends paid in the year (£'000)	28,3661	14,323	19,165	23,097	27,557	112,508
Disposal proceeds (£'000)	53,939	3,591	18,292	21,713	34,0042	131,539

1. Dividends paid to shareholders in the year ended 31 January 2022, including a special dividend of 3.1p per share.
2. This figure includes £33.9 million of cash proceeds from disposals during the year, as well as deferred proceeds from prior financial year received in the current financial year.

As illustrated in the table above, disposal proceeds have supported dividend payments over the past five years. The timing of realisations within a venture capital portfolio can vary, and the Company seeks to optimise exit outcomes over the long-term, which may not always align with a specific financial period.

New and follow-on investments

During the year, the Company demonstrated increasing new investment activity with Apollo investing £43.4 million into ten new opportunities, as compared to eight new investments completed in the prior year which totalled £34.1 million. For follow-on investments, £11.6 million was invested into eight companies compared to nine follow-on investments completed in the prior year which totalled £13.0 million. In total £55 million was invested in the 12 months, compared to £47 million in the prior year.

Apollo’s new investments operate in a variety of end-markets, including multiple AI-native or AI-driven companies, they include:

• Liftango £4.0 million – A shared transport software platform that enables organisations to manage on-demand and fixed-route shuttle services.
• Altura £4.8 million – An AI-powered bid management platform that automates proposal creation and administrative workflows.
• Lyrebird Health £2.2 million – An AI-powered medical documentation platform that automates clinical notetaking for practitioners.
• healsgood £2.5 million – An AI-powered healthcare staffing platform that connects providers with clinical professionals.
• deskbird £6.9 million – A workplace management platform that optimises hybrid work environments.
• Grasp £4.5 million – A generative AI research platform that automates company and market analysis for finance professionals.
• dost £3.5 million – An AI-powered document processing platform that automates invoice and delivery note management.
• Cyber Operations £2.5 million – A cybersecurity risk management platform that detects third-party threats and automates response actions.
• AutoGrab £10.0 million – An automotive data intelligence platform that delivers market analytics and pricing insights.
• Sales Ape AI £2.5 million – An AI-powered sales automation platform that qualifies, engages, and converts inbound leads.

Valuations

Apollo’s unquoted portfolio companies are valued in accordance with UK Generally Accepted Accounting Practice (GAAP) accounting standards and the International Private Equity and Venture Capital (IPEV) valuation guidelines. The table below illustrates the distribution of valuation methodologies used across Apollo’s B2B software investments as at 31 January 2026 (shown as a percentage of portfolio value and number of companies). B2B software accounts for 99% of Apollo’s total fixed asset investments.

Methodologies include:

• ‘External price’ includes valuations based on funding rounds that typically completed by the year end or shortly after the year end, and exits of companies where terms have been agreed or proposed with an acquirer;
• ‘Multiples’ is predominantly used for valuations that are based on a multiple of revenue or EBITDA for portfolio companies; and
• ‘Scenario analysis’ is utilised where there is uncertainty around the potential outcomes available to a company, so a probability-weighted scenario analysis is considered.
  

Once the total value has been determined for a portfolio company, this value is allocated across its different types of shares and debt, taking into account their respective rights and priorities. To do this, Apollo uses the Current Value Method (CVM). This approach assumes the company is sold at the reporting date and distributes the proceeds accordingly, reflecting how different investors would be paid based on the specific rights or preferences of the shares and/or debt that they hold.

Valuation methodology	By value	By number of companies
Multiples	75%	51%
Scenario analysis	2%	5%
External price	23%	39%
Write-off	-	5%

Case studies

Vyn

vyntelligence.com

AI video platform streamlining frontline field data capture and workflows across infrastructure sectors.

Vyntelligence (Vyn) is a UK-based AI video platform transforming how frontline teams work in energy, utilities, and telecoms. Its technology enables users to capture field data through short videos, replacing forms and calls with faster, smarter workflows. By analysing video content with AI and computer vision, Vyntelligence helps large infrastructure companies reduce site visits, spot risks early, and improve customer service.

Already active in over 20 countries and trusted by major players like SSE, Vodafone, and UK Power Networks, the platform is driving efficiency and sustainability at scale.

Fiscal Technologies

fiscaltec.com

AI Procure-to-Pay platform preventing fraud, errors, and duplicate payments in finance teams.

Fiscal Technologies provides AI-powered Procure-to-Pay solutions that protect finance teams from fraud, errors, and duplicate payments. Its platform continuously monitors transactions and supplier data, delivering real-time alerts and helping customers achieve peak performance in Accounts Payable.

As supplier risk and fraud prevention become board-level priorities, Fiscal’s scalable SaaS platform is well-placed to capture increasing demand. Large organisations are prioritising supplier fraud detection, compliance, and risk management. Fiscal’s solution directly addresses these needs, offering real-time insights and measurable return-on-investment. The company’s diverse and growing customer base includes FTSE 100 clients, reflecting both the resilience of the business model and the strength of Fiscal’s value proposition across sectors.

Top 10 investments by value as at 31 January 2026
Here, we set out the cost and valuation of the top ten holdings, which account for over 53% of the value of the portfolio.

	Portfolio:	Investment cost	Fair value of investment
1	Natterbox	£19.0m	£48.6m
2	Lodgify	£12.6m	£39.8m
3	Ubisecure	£10.3m	£30.1m
4	Sova	£12.3m	£18.7m
5	TRI	£3.8m	£18.6m
6	ValueBlue	£11.6m	£16.9m
7	Turtl	£10.0m	£15.6m
8	FableData	£8.6m	£15.5m
9	MentionMe	£15.0m	£15.0m
10	FuseUniversal	£8.3m	£14.0m

Top 10

1
N2JB Limited (trading as Natterbox)
Natterbox is a business phone system that runs in the cloud and connects directly with Salesforce, helping companies manage customer calls more efficiently.
3rd Floor, 12 Gough Square, London, United Kingdom, EC4A 3DW
www.natterbox.com
Investment date	March 2018
Equity held	9.0% (2025: 9.0%)
Valuation basis	Revenue multiple (2025: Revenue multiple)
Loan interest payable to Apollo in year to 31 January 2026	£382,000 (2025: £177,000)
Last submitted accounts	31 December 2024
Consolidated turnover	£20,680,000 (2023: £19,289,000)
Consolidated loss before tax	£(2,534,000) (2023: £(644,000))
Consolidated net assets	£1,601,000 (2023: £646,000)

2
Codebay Solutions Limited (trading as Lodgify)
Lodgify provides a SaaS platform for vacation rental hosts and property managers to manage their business and process their bookings.
Magma House, 16 Davy Court, Castle Mound Way, Rugby, Warwickshire, United Kingdom, CV23 0UZ
www.lodgify.com
Investment date	September 2022
Equity held	15.2% (2025: 15.3%)
Valuation basis	Revenue multiple (2025: Revenue multiple)
Loan interest payable to Apollo in year to 31 January 2026	n/a (2025: n/a)
Last submitted accounts	31 December 2024
Consolidated turnover	€20,898,000 (2023: €14,508,000)
Consolidated loss before tax	€(7,896,000) (2023: €(7,462,000))
Consolidated net assets	€8,132,000 (2023: €10,390,000)

3
Ubisecure Holdings Limited
Ubisecure is a provider of customer identity access management software.
Unit L3/12 Vinters Business Park, New Cut Road, Maidstone, Kent, England, ME14 5NZ
www.ubisecure.com
Investment date	May 2018
Equity held	74.7% (2025: 73.4%)
Valuation basis	Revenue multiple (2025: Revenue multiple)
Loan interest payable to Apollo in year to 31 January 2026	£303,000 (2025: £179,000)
Last submitted accounts	31 December 2024
Consolidated turnover	£9,347,000 (2023: £8,674,000)
Consolidated loss before tax	£(865,000) (2023: £(3,091,000))
Consolidated net liabilities	£(280,000) (2023: £(3,053,000))

4
Sova Assessment Limited
Sova Assessment is an end-to-end digital candidate assessment SaaS platform targeting large blue-chip organisations conducting large volumes of hiring.
Camburgh House, 27 New Dover Road, Canterbury, Kent, CT1 3DN
www.sovaassessment.com
Investment date	November 2020
Equity held	45.5% (2025: 37.2%)
Valuation basis	Revenue multiple (2025: Revenue multiple)
Loan interest payable to Apollo in year to 31 January 2026	£116,000 (2025: £104,000)
Last submitted accounts	31 March 2025
Consolidated turnover	£5,627,000 (2024: £6,780,000)
Consolidated loss before tax	£(995,000) (2024: £(3,449,000))
Consolidated net liabilities	£(5,350,000) (2024: £(5,252,000))

5
Triumph Holdings Limited (trading as TRI)
TRI has developed a risk based quality management and monitoring platform for the life sciences industry.
1 Signet Court, Swanns Road, Cambridge, England, CB5 8LA
www.tritrials.com
Investment date	October 2018
Equity held	52.0% (2025: 52.0%)
Valuation basis	Revenue multiple (2025: Revenue multiple)
Loan interest payable to Apollo in year to 31 January 2026	£166,000 (2025: £174,000)
Last submitted accounts	31 December 2024
Consolidated turnover	Not available1 (2023: Not available1)
Consolidated loss before tax	Not available1 (2023: Not available1)
Consolidated net liabilities	£(3,287,000) (2023: £(2,168,000))

6
Value Blue B.V.
Value Blue is a provider of enterprise architecture management software. The product allows companies to map their existing technology architecture in a single location to easily plan, collaborate and execute both large scale transformational and everyday IT projects.
Hq King’s Cross, 344-354 Gray’s Inn Road, London, WC1X 8BP
www.valueblue.com
Investment date	January 2022
Equity held	20.3% (2025: 20.3%)
Valuation basis	Revenue multiple (2025: Revenue multiple)
Loan interest payable to Apollo in year to 31 January 2026	£450,000 (2025: £317,000)
Last submitted accounts	31 December 2024
Consolidated turnover	Not available1 (2023: Not available1)
Consolidated loss before tax	€(4,717,000) (2023: €(7,412,000))
Consolidated net liabilities	€(10,897,000) (2023: €(6,189,000))

7
Turtl Surf & Immerse Limited (trading as Turtl)
An enterprise SaaS product which enables corporates to produce high quality, brand consistent and personalised marketing collateral at scale.
22-25 Farringdon Street, London, England, EC4A 4AB
www.turtl.co
Investment date	August 2021
Equity held	13.6% (2025: 19.4%)
Valuation basis	Revenue multiple (2025: Revenue multiple)
Loan interest payable to Apollo in year to 31 January 2026	n/a (2025: n/a)
Last submitted accounts	31 December 2024
Consolidated turnover	£9,060,000 (2023: £9,121,000)
Consolidated loss before tax	£(661,000) (2023: £(3,498,000))
Consolidated net assets	£613,000 (2023: £720,000)

8
Fable Data Limited
Fable Data provides anonymised, pan-European consumer transaction data and analysis to institutional investors, businesses, governments and academics.
Unit 205-206, Metal Box Factory, 30 Great Guildford Street, London, England, SE1 0HS
www.fabledata.com
Investment date	December 2022
Equity held	14.2% (2025: 14.2%)
Valuation basis	Revenue multiple (2025: Revenue multiple)
Loan interest payable to Apollo in year to 31 January 2026	n/a (2025: n/a)
Last submitted accounts	31 December 2024
Consolidated turnover	Not available1 (2023: Not available1)
Consolidated loss before tax	Not available1 (2023: Not available1)
Consolidated net liabilities	£(3,129,000) (2023: £(1,720,000))

9
Mention Me Limited
Mention Me is a referral engineering SaaS platform that helps business to consumer (B2C) businesses acquire new customers more successfully through their referral channel.
20-22 Wenlock Road, London, N1 7GU
www.mention-me.com
Investment date	December 2021
Equity held	18.4% (2025: 19.4%)
Valuation basis	Revenue multiple (2025: Revenue multiple)
Loan interest payable to Apollo in year to 31 January 2026	n/a (2025: n/a)
Last submitted accounts	31 December 2024
Consolidated turnover	£12,047,000 (2023: £11,561,000)
Consolidated loss before tax	£(1,790,000) (2023: £(5,175,000))
Consolidated net assets	£3,568,000 (2023: £5,302,000)

10
Fuse Universal Limited
Fuse is a B2B software provider of a cloud-based learning technology platform for corporates.
Camburgh House, 27 New Dover Road, Canterbury, Kent, United Kingdom, CT1 3DN
www.fuseuniversal.com
Investment date	August 2019
Equity held	0% (2025: 0%)
Valuation basis	Revenue multiple (2025: Revenue multiple)
Loan interest payable to Apollo in year to 31 January 2026	£187,000 (2025: £56,000)
Last submitted accounts	31 December 2024
Consolidated turnover	£7,513,000 (2023: £7,997,000)
Consolidated loss before tax	£(841,000) (2023: £(1,044,000))
Consolidated net liabilities	£(2,782,000) (2023: £(2,468,000))

1. These numbers are not available per the latest public filings, or where the company does not have a requirement to file accounts in the UK.
   

Outlook

The portfolio has continued to demonstrate resilience despite a dynamic and, at times, uncertain macroeconomic environment. Many portfolio companies have adapted well, with an increased focus on capital efficiency, product development and maintaining strong customer relationships. Revenue across all B2B software companies in the portfolio are recurring, providing a degree of stability during periods of volatility in technology markets.

While funding conditions remain more cautious and capital in the broader market is concentrated in a smaller number of companies, we are encouraged by the increasing number of high-quality opportunities emerging across the B2B software landscape. Many of these businesses are incorporating AI into their platforms to enhance efficiency and customer value, reflecting the continued evolution of the software market rather than a distinct shift in focus. Apollo’s scale, experience and reputation position us well to access these opportunities and deploy capital selectively.

The recent increase in annual VCT investment limits is a positive development for both the sector and the Company. Given Apollo’s size, this provides greater flexibility to support portfolio companies as they scale and to participate in later-stage funding rounds where appropriate.

Set against this, the reduction in upfront income tax relief from 30% to 20% may introduce some uncertainty around investor demand and fundraising across the sector, reinforcing the importance of maintaining appropriate incentives to support capital flows into high-growth UK businesses.

Investor support for the Company has remained strong. Successful fundraises during the year have provided additional capital to support existing portfolio companies while enabling us to invest in new opportunities. We thank both new and existing shareholders for their continued support.

Looking ahead, while macroeconomic and geopolitical uncertainty is likely to persist, we are encouraged by the strength of the existing portfolio and the pipeline of new investment opportunities. With a diversified portfolio, strong liquidity and continued access to high-quality opportunities, we believe Apollo is well positioned to navigate the current environment and deliver long-term value for shareholders.

RISKS AND RISK MANAGEMENT

The Board assesses the risks faced by Apollo and, as a board, reviews the mitigating controls and actions, and monitors the effectiveness of these controls and actions.

Emerging and principal risks, and risk management

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 that the Company has sufficient liquidity.

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 emerging risks and those principal risks noted below by setting policy, regular review of performance and monitoring progress and compliance. In the mitigation and management of these risks, the Board applies the principles detailed in the Financial Reporting Council’s Guidance on Risk Management, Internal Control and Related Financial and Business Reporting.

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

• adverse changes in global macroeconomic environment;
• artificial intelligence;
• geopolitical tensions;
• climate change; and
• legislative and regulatory change.

Principal risks

Risk	Mitigation	Change
Investment performance:
The focus of Apollo’s investments is in unquoted, small and medium-sized VCT qualifying companies which, by their nature, entail a higher level of risk and may have lower cash reserves than investments in larger quoted companies. Poor performance across these investments may impact Apollo’s ability to raise new funds from investors.	Octopus has significant experience and a strong track record of investing in unquoted companies, and appropriate due diligence is undertaken on every new investment. A member of the Octopus Ventures team is typically appointed to the board of a portfolio company, subject to an evaluation using a risk based approach that considers the size of the company within the Apollo portfolio and the engagement levels of other investors. Regular board reports are prepared by the portfolio company’s management and examined by the Portfolio Manager. This arrangement, in conjunction with its Portfolio Talent team’s active involvement, allows Apollo to play a prominent role in a portfolio company’s ongoing development and strategy. Although investment strategy is focused on B2B software, the overall risk in the portfolio is mitigated by diversifying investment across a wide spread of holdings in terms of the underlying sub‑sector served by the portfolio companies, and their financing stage, age, industry sector and business models. The Board reviews the investment portfolio with the Portfolio Manager on a regular basis and challenges assumptions on investment valuations. The Portfolio Manager is motivated to make sure Apollo performs well, via a Performance Incentive Fee (charged annually) for exceeding certain performance hurdles.	Risk exposure remains elevated and broadly unchanged since the prior period, reflecting continued macroeconomic uncertainty and ongoing trading pressures across certain portfolio companies.
Risk	Mitigation	Change
VCT qualifying status risk:
Apollo is required at all times to observe the conditions for the maintenance of HMRC-approved VCT status. The loss of such approval could lead to Apollo and its investors losing access to the tax benefits associated with VCT status and, in certain circumstances, to investors being required to repay the initial income tax relief on their investment.	Prior to making an investment, the Portfolio Manager seeks assurance from Apollo’s VCT status adviser that the investment will meet the legislative requirements for VCT investments. On an ongoing basis, the Portfolio Manager monitors Apollo’s compliance with VCT regulations on a current and forecast basis to ensure ongoing compliance with VCT legislation. Regular updates are provided to the Board throughout the year. The VCT status adviser formally reviews Apollo’s compliance with VCT regulations on a bi‑annual basis and reports its results to the Board.	Risk exposure has increased since the prior period, driven by external legislative developments. In particular, the reduction in VCT income tax relief from April 2026 may adversely affect investor appetite, increasing the potential impact on fundraising and long‑term capital inflows, thereby also increasing the risk of non-compliance with the regulations.
Risk	Mitigation	Change
Operational – reliance on third parties:
The Board is reliant on the Portfolio Manager to manage investments effectively, and manage the services of a number of third parties, in particular the registrar and tax advisers. A failure of the systems or controls at the Portfolio Manager or third-party providers could lead to an inability to provide accurate reporting and to ensure adherence to VCT and other regulatory rules.	The Board reviews the system of internal control, both financial and non-financial, operated by the Portfolio Manager (to the extent the latter are relevant to Apollo’s internal controls). These include controls that are designed to ensure that Apollo’s assets are safeguarded and that proper accounting records are maintained, as well as any regulatory reporting. Feedback on other third-parties is reported to the Board on at least an annual basis, including adherence to Service Level Agreements where relevant.	Risk exposure has reduced since the prior period. Oversight and governance of critical third‑party providers have been strengthened, supported by enhanced monitoring and control frameworks. Incident data over the period indicates no material third‑party‑related events.
Risk	Mitigation	Change
Information security:
A lack of suitable controls could result in a data breach and fines and/or business disruption. The Board is reliant on the Portfolio Manager and third parties to take appropriate measures to prevent a loss of confidential customer information or other malicious events.	Annual due diligence is conducted on third parties, which includes a review of their controls for information security. The Portfolio Manager has a dedicated information security team and a third party is engaged to provide continual protection in this area. A security framework is in place to help prevent malicious events. The Portfolio Manager reports to the Board on an annual basis to update it on relevant information security arrangements. Significant and relevant information security breaches are escalated to the Board when they occur.	Overall risk exposure remains unchanged and the risk continues to be monitored closely. While internal governance, policy development and staff training have strengthened resilience, heightened industry-wide cyber threats, particularly relating to AI, justify maintaining the current risk rating and watchlist status.
Risk	Mitigation	Change
Economic:
Events such as an economic recession, movement in interest rates, fluctuations in foreign exchange rates, inflation, political instability and rising living costs could adversely affect some smaller companies’ valuations, as they may be more vulnerable to changes in trading conditions or the sectors in which they operate. This could result in a reduction in the value of Apollo’s assets.	Apollo invests in a portfolio of companies serving markets across a diverse range of sectors, which helps to mitigate against the impact of performance in any one sector. Apollo also maintains adequate liquidity to make sure that it can continue to provide follow-on investment to those portfolio companies that require it and which is supported by the individual investment case. Portfolio structuring, disciplined follow‑on funding and active liquidity management mitigate macroeconomic impacts on valuations. The Portfolio Manager monitors the impact of macroeconomic conditions on an ongoing basis and provides updates to the Board at least quarterly.	Risk exposure remains elevated as economic uncertainty persists, including interest rate volatility, inflationary pressures and broader macroeconomic instability impacting portfolio company valuations.
Risk	Mitigation	Change
Legislative:
While recent changes to investment limits are positive, recent or future changes to VCT regulations or tax reliefs could still adversely affect Apollo’s investment strategy and its ability to raise further funds. Failure to adhere to relevant legislation and regulation could also result in reputational damage and/or financial penalties.	The Portfolio Manager engages with HM Treasury and industry bodies, including participation in HM Treasury’s review of the VCT regime, to demonstrate the positive benefits of VCTs in supporting the growth of UK companies and to help shape legislative developments. The Portfolio Manager employs individuals with expertise across the legislation and regulation relevant to Apollo, supported by ongoing training and external advisers where appropriate.	Risk exposure has increased since the prior period, driven by heightened regulatory complexity and ongoing legislative uncertainty, including recent changes to VCT tax reliefs which may impact the Company’s ability to raise future funds.
Risk	Mitigation	Change
Liquidity:
Apollo invests in smaller unquoted companies, which are inherently illiquid as there is no readily available market for these shares. Therefore, these may be difficult to realise for their fair market value at short notice.	The Portfolio Manager prepares cash flow forecasts to make sure cash levels are maintained in accordance with policies agreed with the Board. Apollo’s overall liquidity levels are monitored on a quarterly basis by the Board, with close monitoring of available cash resources. Apollo maintains sufficient cash and readily realisable securities, including MMFs and an investment trust holding, which can be accessed at short notice. At 31 January 2026, 92% of current asset investments were held in MMFs, realisable within one business day, and 8% in a closed-ended fund, realisable within seven business days.	Overall risk exposure remains stable. While the inherently illiquid nature of unquoted investments persists, active liquidity management and ongoing monitoring of cash resources continue to mitigate the risk.
Risk	Mitigation	Change
Valuation:
While investments within the portfolio are valued in accordance with International Private Equity and Venture Capital (IPEV) valuation guidelines, for smaller companies establishing a fair value can be difficult due to the lack of readily available market data for similar shares, resulting in a limited number of external reference points.	Valuations of portfolio companies are performed by appropriately experienced staff, with detailed knowledge of both the portfolio company and the market in which it operates. These valuations are then subject to review and approval by the Octopus Valuations Committee, comprised of staff who are independent of Octopus Ventures and with relevant knowledge of unquoted company valuations. The Board and auditors review valuations after they have been agreed by the Octopus Valuations Committee.	Risk exposure remains broadly unchanged. Although valuation uncertainty continues due to macroeconomic conditions and limited market comparables, existing valuation governance and oversight arrangements remain effective.

VIABILITY STATEMENT

In accordance with provision 36 of the AIC Code of Corporate Governance, the Directors have assessed the prospects of the Company over a period of five years, consistent with the expected investment holding period of a VCT investor. 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 the Company’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 the Company 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 Portfolio Manager.

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

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

Based on the above assessment the Board confirms that it has a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the five-year period to 31 January 2031. 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 that the Company 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 Accounts include information required by the 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 (United Kingdom Accounting Standards and applicable laws) including FRS 102 – ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’. 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, a 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 make sure that the financial statements and the Directors’ Remuneration Report comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Insofar as each of the Directors is aware:

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

The Directors are responsible for preparing the annual report in accordance with applicable law and regulations. Having taken advice from the Audit and Risk Committee, the Directors consider the annual report and the financial statements, taken as a whole, provide the information necessary to assess the Company’s position, 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 Accounts (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

Murray Steele
Chair

INCOME STATEMENT

	Year ended 31 January 2026			Year ended 31 January 2025
	Revenue £’000	Capital £’000	Total £’000	Revenue £’000	Capital £’000	Total £’000
Realised (loss)/gain on disposal of fixed asset investments	-	(1,306)	(1,306)	-	1,226	1,226
Change in fair value of fixed asset investments	-	26,498	26,498	-	37,666	37,666
Change in fair value of current asset investments	-	246	246	-	(574)	(574)
Investment income	4,573	-	4,573	4,082	-	4,082
Investment management fees	(2,579)	(7,736)	(10,315)	(2,147)	(6,442)	(8,589)
Performance fee	-	(3,222)	(3,222)	-	(6,139)	(6,139)
Other expenses	(4,109)	-	(4,109)	(3,555)	-	(3,555)
Foreign currency translation	36	-	36	(7)	-	(7)
Profit/(loss) before tax	(2,079)	14,480	12,401	(1,627)	25,737	24,110
Tax	-	-	-	-	-	-
Profit/(loss) after tax	(2,079)	14,480	12,401	(1,627)	25,737	24,110
Earnings/(loss) per share – basic and diluted	(0.2p)	1.4p	1.2p	(0.2p)	3.0p	2.8p

• The ‘Total’ column of this statement is the profit and loss account of Apollo; the 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.
• Apollo has only one class of business and derives its income from investments made in shares and securities and from money market funds.
  

Apollo has no other comprehensive income for the period.

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

BALANCE SHEET

	As at 31 January 2026		As at 31 January 2025
	£’000	£’000	£’000	£’000
Fixed asset investments		441,021		395,018
Current assets:
Investments	8,158		7,912
Money market funds	94,648		83,544
Debtors	1,628		1,424
Cash at bank	3,149		4,251
Applications cash	13,583		16,780
Total current assets	121,166		113,911
Current liabilities	(21,128)		(26,366)
Net current assets		100,038		87,545
Net assets		541,059		482,563
Share capital		1,102		956
Share premium		36,741		62,281
Special distributable reserve		370,743		299,284
Capital redemption reserve		221		191
Capital reserve realised		(23,517)		(25,949)
Capital reserve unrealised		165,486		153,438
Revenue reserve		(9,717)		(7,638)
Total shareholders' funds		541,059		482,563
Net asset value per share – basic and diluted		49.1p		50.5p

The statements were approved by the Directors and authorised for issue on 22 May 2026 and are signed on their behalf by:

Murray Steele

Chair

Company number: 05840377

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

STATEMENT OF CHANGES IN EQUITY

	Share capital £’000	Share premium £’000	Special distributable reserves1 £’000	Capital redemption reserve £’000	Capital reserve realised1 £’000	Capital reserve unrealised £’000	Revenue reserve1 £’000	Total £’000
As at 1 February 2025	956	62,281	299,284	191	(25,949)	153,438	(7,638)	482,563
Total comprehensive income/(loss) for the year	-	-	-	-	(12,264)	26,744	(2,079)	12,401
Total contributions by and distributions to owners:
Repurchase and cancellation of own shares	(30)	-	(14,048)	30	-	-	-	(14,048)
Issue of shares	176	92,699	-	-	-	-	-	92,875
Share issue cost	-	(5,175)	-	-	-	-	-	(5,175)
Dividends paid	-	-	(27,557)	-	-	-	-	(27,557)
Total contributions by and distributions to owners:	146	87,524	(41,605)	30	-	-	-	46,095
Other movements:
Prior year fixed asset gains now realised	-	-	-	-	20,414	(20,414)	-	-
Transfer between reserves	-	-	-	-	(5,718)	5,718	-
Cancellation of Share Premium	-	(113,064)	113,064	-	-	-	-	-
Total other movements	-	(113,064)	113,064	-	14,696	(14,696)	-	-
Balance as at 31 January 2026	1,102	36,741	370,743	221	(23,517)	165,486	(9,717)	541,059

1. Included within these reserves is an amount of £337,509,000 (2025: £265,697,000) 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 January 2026, £58,965,000 (2025: £19,920,000) 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	Special distributable reserves1 £’000	Capital redemption reserve £’000	Capital reserve realised1 £’000	Capital reserve unrealised £’000	Revenue reserve1 £’000	Total £’000
As at 1 February 2024	773	27,476	266,132	172	(15,275)	117,0272	(6,011) 2	390,294
Total comprehensive income/(loss) for the year	-	-	-	-	(11,355)	37,092	(1,627)	24,110
Total contributions by and distributions to owners:
Repurchase and cancellation of own shares	(19)	-	(8,981)	19	-	-	-	(8,981)
Issue of shares	202	106,017	-	-	-	-	-	106,219
Share issue cost	-	(5,982)	-	-	-	-	-	(5,982)
Dividends paid	-	-	(23,097)	-	-	-	-	(23,097)
Total contributions by and distributions to owners:	183	100,035	(32,078)	19	-	-	-	68,159
Other movements:
Prior year fixed asset gains now realised	-	-	-	-	681	(681)	-	-
Cancellation of Share Premium	-	(65,230)	65,230	-	-	-	-	-
Total other movements	-	(65,230)	65,230	-	681	(681)	-	-
Balance as at 31 January 2025	956	62,281	299,284	191	(25,949)	153,438	(7,638)	482,563

1. Included within these reserves is an amount of £265,697,000 (2024: £244,846,000) 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 January 2025, £19,920,000 (2024: £34,910,000) of the special reserve is distributable under this restriction.
2. The presentation and classification of £3.5 million of accrued loan interest was updated to be part of the fair value of investments. This balance is therefore an amendment to the balance presented in the 31 January 2024 accounts. This had no impact on the overall loss for the year presented or net asset value.

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

CASH FLOW STATEMENT

	Year to 31 January 2026 £’000	Year to 31 January 2025 £’000
Cash flows from operating activities
Profit/before tax	12,401	24,110
Adjustments for:
Increase in debtors1	(27)	(10)
(Decrease)/increase in creditors	(2,041)	6,454
Loss/(gain) on disposal of fixed asset investments	1,306	(1,226)
Gain on valuation of fixed asset investments	(26,498)	(37,666)
(Gain)/loss on valuation of current asset investments	(246)	574
Net cash utilised in operating activities	(15,105)	(7,764)
Cash flows from investing activities
Purchase of fixed asset investments	(54,992)	(47,131)
Proceeds on sale of fixed asset investments	34,004	21,713
Net cash utilised in investing activities	(20,988)	(25,418)
Cash flows from financing activities
Movement in applications account	(3,197)	7,928
Purchase of own shares	(14,048)	(8,981)
Proceeds from share issues	86,729	100,951
Cost of share issues	(5,175)	(5,982)
Dividends paid (net of DRIS)	(21,411)	(17,829)
Net cash generated from financing activities	42,898	76,087
Increase in cash and cash equivalents	6,805	42,905
Opening cash and cash equivalents	104,575	61,670
Closing cash and cash equivalents	111,380	104,575
Cash and cash equivalents comprise
Cash at bank	3,149	4,251
Applications cash	13,583	16,780
Money market funds	94,648	83,544
Closing cash and cash equivalents	111,380	104,575

1. Movement in debtors, net of disposal proceeds received in the year £34.0 million (2025: £21.7 million), with £33.9 million (2025: £21.7 million) relating to current year disposals.
   

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

NOTES TO THE FINANCIAL STATEMENTS

1. Significant accounting policies

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

Apollo’s principal activity is to invest in a diverse portfolio of predominantly unquoted companies with the aim of providing shareholders with attractive tax-free dividends and long-term capital growth.

Basis of preparation

The financial statements have been prepared 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), and with the Companies Act 2006 and the Statement of Recommended Practice (SORP) ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts (issued 2014 and updated in July 2022)’.

The significant accounting policies have remained unchanged since those set out in Apollo’s 2025 Annual Report and Accounts.

2. Investment income

Accounting policy

Fixed returns on non-equity shares and debt securities are recognised on a time apportionment basis (including time amortisation of any premium or discount to redemption), so as to reflect the effective interest rate, provided it is considered probable that payment will be received in due course. Income from fixed-interest securities and deposit interest is accounted for on an effective interest rate method. Investment income includes interest earned on MMFs. Dividend income is shown net of any related tax credit.

Dividends receivable are brought into account when Apollo’s right to receive payment is established and it is probable that payment will be received. Fixed returns on debt are recognised provided it is probable that payment will be received in due course. The nature of dividends received is assessed to establish whether they are revenue or income dividends.

Disclosure

	31 January 2026	31 January 2025
	£’000	£’000
Loan note interest income	336	163
Dividends income	736	741
MMF interest income	3,501	3,178
	4,573	4,082

3. Investment management and performance fees

	31 January 2026			31 January 2025
	Revenue	Capital	Total	Revenue	Capital	Total
	£’000	£’000	£’000	£’000	£’000	£’000
Investment management fee	2,579	7,736	10,315	2,147	6,442	8,589
Investment performance fee	-	3,222	3,222	-	6,139	6,139
	2,579	10,958	13,537	2,147	12,581	14,728

For the purpose 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 split of returns in the form of income and capital gains respectively from Apollo’s investment portfolio. The investment performance fee, explained below, is allocated 100% to capital as it is deemed that capital appreciation on investments has primarily driven the total return of Apollo above the required hurdle rate at which the performance fee is payable. The management fee, administration and accountancy fees are calculated based on the NAV which is then multiplied by the number of shares in issue, calculated on a daily basis.

Octopus provide investment management, accounting and administration services and company secretarial services to Apollo under a management agreement which may be terminated at any time thereafter by not less than twelve months’ notice given by either party. No compensation is payable in the event of terminating the agreement 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. The basis upon which the management fee is calculated is disclosed within the Annual Report and financial statements.

Apollo has established a performance incentive scheme whereby the Portfolio Manager is entitled to an annual performance related incentive fee in the event that certain performance criteria are met. Further details of this scheme are disclosed within the Annual Report and financial statements. As at 31 January 2026, £3,222,030 (2025: £6,139,076) was due to the Portfolio Manager by way of an annual performance fee.

4. Other expenses

Accounting policy

All expenses are accounted for on an accruals basis. Expenses are charged wholly to revenue, apart from management fees charged 75% to capital and 25% to revenue, and performance fees are charged wholly to capital and transaction costs. Transaction costs incurred when purchasing or selling assets are written off to the Income Statement in the period that they occur.

Disclosure

	31 January 2026	31 January 2025
	£’000	£’000
Accounting and administration	1,547	1,288
Ongoing trail commission	1,372	1,130
Other administration expenses	731	682
Directors’ fees	179	182
Registrars' fees	156	120
Audit fees1	107	103
Legal fees	17	50
	4,109	3,555

1. Includes VAT.
   

The ongoing charges ratio of Apollo for the year to 31 January 2026 was 2.4% (2025: 2.4%). Total annual running costs are capped at 2.75% of average net assets (2025 cap: 2.75% of average net assets). This figure excludes any extraordinary items, adviser charges and performance fees. No non-audit services were provided by Apollo’s auditor.

5. Tax

Accounting policy

Current tax is recognised for the amount of income tax payable in respect of the taxable profit/(loss) for the current or past reporting periods using the current UK corporation tax 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 comprehensive 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.

Deferred tax assets are only recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Disclosure

	31 January 2026			31 January 2025
	Revenue	Capital	Total	Revenue	Capital	Total
	£’000	£’000	£’000	£’000	£’000	£’000
Profit/(loss) before tax	(2,079)	14,480	12,401	(1,627)	25,737	24,110
Tax at 25% (2025: 25%)	(520)	3,620	3,100	(407)	6,434	6,027
Effects of:
Non-taxable dividend income	(52)	–	(52)	(9)	–	(9)
Non-taxable capital gains on valuations and disposals	–	(6,360)	(6,360)	–	(9,579)	(9,579)
Expenses not deductible for tax purposes	–	30	30	–	12	12
Excess management expenses on which deferred tax not recognised	572	2,710	3,282	416	3,133	3,549
Total tax charge	–	–	–	–	–	–

Approved VCTs are exempt from tax on chargeable gains. Since the Directors intend that Apollo will continue to conduct its affairs so as to maintain its approval as a VCT, no deferred tax has been provided in respect of any capital gains or losses arising on the revaluation or disposal of investments based on a prospective tax rate of 25%. Unrelieved tax losses of £75,673,000 (2025: £64,803,000) are estimated to be carried forward at 31 January 2026 (subject to completion of Apollo’s tax return) and are available for offset against future taxable income, subject to agreement with HMRC. Apollo has not recognised the deferred tax asset of £18,918,000 (2025: £16,201,000) in respect of these tax losses because there is insufficient forecast taxable income in excess of deductible expenses to utilise these losses carried forward. There is no expiry period on these deductible expenses under the UK HMRC legislation.

6. Dividends

Accounting policy

Dividends payable are recognised as distributions in the financial statements when Apollo’s liability to make 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. Interim dividends to equity shareholders are declared by the Directors.

Disclosure

	31 January 2026	31 January 2025
	£’000	£’000
Dividends paid in the year
Second interim dividend: 1.3p per share paid 8 May 2025 (2025: 1.3p per share) in respect of prior year	13,663	10,901
Interim dividend: 1.3p per share paid 22 December 2025 (2025: 1.3p per share) in respect of the current year	13,894	12,196
	27,557	23,097

	31 January 2026	31 January 2025
	£’000	£’000
Dividends in respect of the year
Interim dividend: 1.3p per share paid 22 December 2025 (2025: 1.3p per share)	13,894	12,196
Second interim dividend declared: 1.3p per share payable 19 June 2026 (2025: 1.3p per share)	15,3291	13,663
	29,223	25,859

1. This is an estimate based on number of shares as at signing date of this report.
   

The figures above include dividends elected to be reinvested through the DRIS. In the year to 31 January 2026, the net proceeds reinvested through the DRIS totalled £6,146,000 (2025: £5,268,000).

7. Earnings per share

	31 January 2026			31 January 2025
	Revenue	Capital	Total	Revenue	Capital	Total
Profit/(loss) attributable to ordinary shareholders (£’000)	(2,079)	14,480	12,401	(1,627)	25,737	24,110
Earnings per ordinary share (p)	(0.2p)	1.4p	1.2p	(0.2p)	3.0p	2.8p

The earnings per share is based on 1,037,727,536 Ordinary shares (2025: 867,758,701), being the weighted average of shares in issue during the year.

There are no potentially dilutive capital instruments in issue and, as such, the basic and diluted earnings per share are identical.

8. Net asset value per share

	31 January 2026	31 January 2025
	Ordinary shares	Ordinary shares
Net assets (£)	541,059,000	482,563,000
Shares in issue	1,102,652,664	956,172,843
Net asset value per share (p)	49.1	50.5

There are no potentially dilutive capital instruments in issue and, as such, the basic and diluted NAV per share are identical.

9. Transactions with the Portfolio Manager

Since 30 September 2024, Apollo has been classified as a full-scope Alternative Investment Fund under the Alternative Investment Fund Management Directive (the ‘AIFM Directive’). The investment management agreement between the Company and Octopus Investments Limited (‘Octopus’), the Company’s investment manager, was assigned by way of the deed of novation from Octopus Investments to Octopus AIF Management Limited and subsequently amended and restated by way of a deed of variation and restatement in order to reflect Octopus AIF Management Limited’s status as a full scope AIFM. A sub management agreement was entered between Octopus AIF Management Limited and Octopus pursuant to which Octopus will continue to provide portfolio management services to the Company.

Apollo has employed Octopus throughout the year as the Portfolio Manager. Apollo has incurred £10,315,000 (2025: £8,589,000) in management fees due to the Portfolio Manager in the year. At 31 January 2026 there was £2,657,000 outstanding (2025: £2,295,000). The management fee is payable quarterly in arrears and is based on 2% of the NAV calculated daily from 31 January.

The Portfolio Manager is entitled to an annual performance-related incentive fee, subject to the total return (NAV plus cumulative dividends paid) per share being at least 100p at the end of the relevant period. This performance fee is equal to 20% of the amount by which the NAV plus cumulative dividends paid per share exceeds the higher of:

• the highest total return in previous accounting periods. This is currently the return in the year to 31 January 2025 (140.5p); and
• the total return as at 1 February 2012, plus the average Bank of England interest rate to date, commencing 1 February 2012.

The Board considers that the liability becomes due at the point that the performance criteria are met, which happened at the end of this financial year. In the year, Apollo incurred performance fees of £3,222,030 (2025: £6,139,076). At 31 January 2026 there were £3,222,030 of outstanding performance fees to be paid (2025: £6,139,076).

The Portfolio Manager also provides accounting and administrative services to Apollo, payable quarterly in arrears, for a fee of 0.3% of the NAV calculated daily. During the year £1,547,000 (2025: £1,288,000) was paid to the Portfolio Manager, of which £399,000 (2025: £344,000) was outstanding at the Balance Sheet date, for the accounting and administrative services. In addition, the Portfolio Manager also provides company secretarial services for a fee of £20,000 per annum (2025: £20,000).

Several members of the Octopus investment team hold Non-Executive Directorships as part of their monitoring roles in Apollo’s portfolio companies, but they have no controlling interests in those companies. The Portfolio Manager receives transaction fees and directors’ fees from these portfolio companies. During the year ended 31 January 2026, Directors’ fees of £748,000 attributable to the investments of Apollo were received by the Portfolio Manager (2025: £788,000).

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

As at 31 January 2026, Octopus Investments Nominees Limited (OINL) held nil shares (2025: 315) in Apollo as beneficial owner, having purchased these from shareholders to protect their interests after delays or errors with shareholder instructions and other similar administrative issues. Throughout the period to 31 January 2026 OINL purchased 78,798 shares (2025: nil) at a cost of £36,877 (2025: nil) and sold 78,798 shares (2025: nil) for proceeds of £37,429 (2025: nil). This is classed as a related party transaction as per the Listing Rules, as Octopus, the Portfolio Manager, and OINL are part of the same group of companies. Any such future transactions, where OINL takes over the legal and beneficial ownership of Company shares will be announced to the market and disclosed in annual and half-yearly reports.

11. 2026 financial information

The figures and financial information for the year ended 31 January 2026 are extracted from the Company’s annual financial statements for the period and do not constitute statutory accounts. The Company’s annual financial statements for the year to 31 January 2026 have been audited but have not yet been delivered to the Registrar of Companies. The Auditors’ report on the 2026 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. 2025 financial information

The figures and financial information for the year ended 31 January 2025 are compiled from an extract of the published 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 June and will be available on the Company’s website. The Notice of Annual General Meeting is contained within the Annual Report.

14. General information

Registered in England & Wales. Company No. 05840377

LEI: 213800Y3XEIQ18DP3O53

15. Directors

Murray Steele (Chair), Christopher Powles, Gillian Elcock, Lindsay Dodsworth and Graeme Gunn.

16. Secretary and registered office

Octopus Company Secretarial Services Limited

6^th Floor, 33 Holborn, London EC1N 2HT