Annual Report and Financial Statements for the year ended 31 March 2025

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17 June 2025

Northern Venture Trust PLC

Annual Report and Financial Statements for the year ended 31 March 2025

Northern Venture Trust PLC is a Venture Capital Trust (VCT) advised by Mercia Fund Management Limited. The trust was one of the first VCTs launched on the London Stock Exchange in 1995. It invests mainly in unquoted venture capital holdings and aims to provide long-term tax-free returns to shareholders through a combination of dividend yield and capital growth.

Financial highlights (comparative figures as at 31 March 2024):

*        Excluding proposed final dividend payable on 5 September 2025.

**        Based on net asset value per share at the start of the period.

^ Definitions of the terms and alternative performance measures used in this report can be found in the glossary of terms in the annual report.

Chair's statement

Overview

Over the past 12 months, the UK economy has displayed resilience, with inflation easing and interest rates falling, albeit at slower rates than initially forecasted. Uncertainties posed by geopolitical events and conflicts continue to cause volatility in the financial markets, and notably increased following the end of the financial reporting period.

It is pleasing to note that the valuation of our unquoted portfolio has increased during the past year. Investment activity remained consistent with the two previous financial years, with £14.3 million invested in six new and 11 existing portfolio companies.

Despite the macroeconomic environment, our share offer of £15 million was oversubscribed and I would like to thank existing shareholders for their continued support and warmly welcome new investors. Proceeds from the share offer, together with sales proceeds from investments, mean that the Company is well positioned both to pursue new opportunities to support small and medium businesses and to work with existing portfolio companies to realise their growth plans.

Results and dividend

In the year ended 31 March 2025 the Company delivered a return on ordinary activities of 4.2 pence per share (year ended 31 March 2024: 1.8 pence), representing a total return of 7.0% on the opening net asset value (NAV) per share. The NAV per share as at 31 March 2025, after deducting dividends paid during the year of 3.2 pence, was 61.5 pence, compared with 60.3 pence at 31 March 2024. The strong result for the year generated a performance fee to our Adviser of £399,000 (year ended 31 March 2024: £nil).

There were six exits in the year, the most notable being Gentronix, sold for net proceeds of £6.1 million compared to an original cost of £1.4 million, a 4.5 times lifetime return.

Investment income was higher than the prior period at £2.6 million (year ended 31 March 2024: £2.2 million), which included £0.8 million interest income on realised investments.

In 2018 we revised our dividend policy in the light of the new VCT rules for investment introduced in 2015 and 2017, which we expected to result in more volatile returns. We introduced an annualised target dividend yield of 5% of opening NAV, which has been exceeded in every period since. Having already declared an interim dividend of 1.6 pence per share which was paid in January 2025, your Directors now propose a final dividend of 1.5 pence per share. The total of 3.1 pence per share is equivalent to 5.1% of the opening net asset value per share of 60.3 pence. The final dividend, if approved, will be paid on 5 September 2025 to shareholders on the register on 8 August 2025.

Our dividend investment scheme, under which dividends can be re-invested in new ordinary shares free of dealing costs and with the benefit of the tax reliefs available on new VCT share subscriptions, continues to operate with around 16% participation during the year. Instructions on how to join the scheme are included within the dividend section of our website, which can be found here: mercia.co.uk/vcts/nvt/.

Investment portfolio

Investment activity has remained strong, with £8.9 million of capital provided to six new venture capital investments and £5.4 million of follow-on capital invested into the existing portfolio. We also made progress in realising the Company's mature portfolio acquired under the previous VCT rules with the remaining such investments now totalling £9.4 million (31 March 2024: £16.0 million).

The value of the portfolio increased by £5.6 million (2.8 pence per share) in the year, with several portfolio companies enjoying significant growth: Pure Pet Food and Project Glow Topco (t/a The Beauty Tech Group) both increased in value by over £3 million. Against this there were some significant write-downs in the investments in Adludio and Newcells Biotech.

Share offers and liquidity

In April 2024 shares related to the second allotment of the 2023/24 share offer, totalling £20 million, were issued. This allotment saw the issuance of 12,234,307 new ordinary shares, yielding gross subscriptions of £7.8 million.

As a result of the public share offer launched in January 2025, 24,216,029 new ordinary shares were issued in April 2025, yielding gross proceeds of £15 million.

The Board continues to monitor liquidity carefully and plans to raise up to £20 million of new capital in the 2025/26 tax year. Further details will be provided in due course.

Share buy-backs

We have maintained our policy of being willing to buy back the Company's shares in the market when necessary, in order to maintain liquidity, at a 5% discount to NAV. During the year ended 31 March 2025 a total of 7,272,999 (year ended 31 March 2024: 5,263,205) shares were repurchased by the Company for cancellation at an average price of 56.6 pence (year ended 31 March 2024: 58.0 pence), representing 3.8% (year ended 31 March 2024: 3.2%) of the opening issued share capital.

Responsible investment

The Company is mindful of its Environmental, Social and Governance (ESG) responsibilities and we have outlined our evolving approach in the annual report.

VCT legislation and qualifying status

We have continued to meet the stringent and complex qualifying conditions laid down by HM Revenue & Customs for maintaining our approval as a VCT. The Investment Adviser monitors the position closely and reports regularly to the Board. Philip Hare & Associates LLP has continued to act as independent adviser to the Company on VCT taxation matters.

In September 2024 we were pleased that the extension of the VCT Sunset Clause until 2035 was confirmed. The 'Sunset Clause' is a European state aid requirement which, without extension, would have removed the VCT tax reliefs that investors receive on newly issued VCT shares.

Whilst no further amendments to VCT legislation have been announced, it is possible that further changes will be made in the future. We will continue to work closely with the Investment Adviser to maintain compliance with the scheme rules at all times.

Investor communications

The Board is conscious of its responsibility to communicate transparently and regularly with shareholders. Aside from the recent newsletter, we look forward to welcoming shareholders to our AGM and to our forthcoming investor seminar to be held on 7 October 2025 in London. A copy of the recent newsletter and details of how to register for the October seminar can be found on the Company's website at www.mercia.co.uk/vcts/nvt/.

Audit tender process

Following a formal and rigorous audit tender process, the Board has resolved that it intends to recommend Johnston Carmichael LLP for appointment as the Company's auditor for the financial year ending 31 March 2026 onwards, subject to shareholder approval at the AGM in 2025. Forvis Mazars will remain the Company's auditor until the AGM in 2025. The Board would like to thank Forvis Mazars LLP for their diligent service over the past five years.

Annual General Meeting

The Company's AGM will be held at 12:30pm on 5 August 2025. The AGM provides an excellent opportunity for shareholders, the Directors and the Investment Adviser to meet in person, exchange views and comment. We will hold the AGM in person at Fora, 210 Euston Road, London, NW1 2DA. We also intend to offer remote access for shareholders through an online webinar facility for those who would prefer not to travel. Full details and formal notice of the AGM are set out in a separate document. Please note that shareholders attending remotely must register their votes ahead of time, as it will not be possible to count votes from online participants at the AGM.

Board succession

John E Milad joined the Board on 21 August 2024. John brings over 25 years' experience as an executive leader, board member, venture capital investor and investment banker focused on the life sciences and medical technology sectors. He is currently the CEO of ERS Genomics, a licenser of the Nobel Prize-winning CRISPR / Cas9 gene editing technology.

Further biographical details for all the Directors can be found in the annual report.

We will mark the retirement from the Board of David Mayes at the AGM. David was appointed in November 2014. Over the past decade, he has served the Company and its shareholders with dedication and commitment. On behalf of the Board and our shareholders, I would like to thank David for his valuable contributions and steadfast support to the Company during his tenure.

Performance Fee

I am pleased to report that the Company's performance over the past financial year has met the threshold required to trigger the payment of a performance fee of £399,000 to the Investment Adviser. This outcome reflects a year of strong execution and value creation within the portfolio, and I would like to extend the Board's thanks to the Adviser's team for delivering results that warrant this reward.

The performance fee has been calculated in line with the revised fee structure agreed with shareholders in 2023. Under this framework, which was designed to provide stronger alignment with long-term shareholder value creation, the performance fee payable is broadly comparable to the level that would have been paid under the legacy arrangement. The performance fee is intended to reward the Adviser for delivering sustained solid performance over time. In addition to the performance fee, the Company's co-investment scheme continues to play a vital role in aligning the interests of the Adviser's team with those of our shareholders. Together, these mechanisms provide a well-structured incentive framework that encourages long-term thinking and disciplined capital deployment in the interests of all shareholders.

Outlook

We are cautiously optimistic of the UK's growth prospects, while remaining aware of and vigilant to the volatility generated from both domestic and global sources. We remain positive about the resilience, diversity and growth potential of the portfolio and its ability to generate long term shareholder value.

Deborah Hudson

Chair

17 June 2025

Income statement

for the year ended 31 March 2025

Balance sheet

as at 31 March 2025