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Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025
Welcome Financial summary ........................................... 03 Venture capital portfolio summary ....................... 04 Chair’s statement ............................................. 08 Directors and advisers ....................................... 12 Shareholder information .................................... 14 Strategic report ................................................ 16 Investment portfolio ......................................... 25 Fiſteen largest venture capital investments............. 28 Responsible investment ..................................... 33 Directors’ report ............................................... 35 Directors’ remuneration report ............................ 39 Corporate governance ....................................... 41 Directors’ responsibilities statement ..................... 47 Independent auditor’s report .............................. 48 Income statement ............................................ 53 Balance sheet .................................................. 54 Statement of changes in equity............................ 55 Statement of cash flows ..................................... 56 Notes to the financial statements ......................... 57 Glossary of terms ............................................. 73 Contents 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. Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 02
Year ended 31 March 2025 Year ended 31 March 2024 Net assets £121.3m £114.8m Net asset value per share 61.5p 60.3p Return per share Revenue 0.4p 0.6p Capital 3.8p 1.2p Total 4.2p 1.8p Dividend per share declared in respect of the period Interim dividend 1.6p 1.6p Proposed final dividend 1.5p 1.6p Total 3.1p 3.2p Return to shareholders since launch Net asset value per share 61.5p 60.3p Cumulative dividends paid per share ^ * 195.3p 192.1p Cumulative return per share ^ 256.8p 252.4p Mid-market share price at end of period 57.0p 57.5p Share price discount to net asset value 7.3% 4.6% Annualised tax-free dividend yield ^ ** 5.1% 5.2% * 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 on page 73. Financial summary Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 03
Venture capital portfolio summary 6 Number of new investments this year £14.3m Invested in new and follow-on investments this year £93.5m Portfolio valuations as at 31 March 2025 £1.5m Average cost of investment 59 Portfolio companies £12.5m Proceeds from all realisations this year £86.8m Cost of investments as at 31 March 2025 11 Portfolio companies that received follow-on capital this year 4.8 years Average age of investment 6 Number of full realisations this year Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 04
For additional information visit our investor area online www.mercia.co.uk/vcts/nvt/ Key dates during 2025 Results announced 17 June Annual General Meeting* 5 August 12:30pm Shares quoted ex-dividend 7 August Record date for final dividend 8 August Final dividend paid 5 September * To be convened at Fora, 210 Euston Road, London, NW1 2DA, with optional remote access for shareholders through an online webinar facility Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 05
Asset allocation 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0 31 March 2025 31 March 2024 Cash, cash equivalents and other net working capital Venture capital - quoted Venture capital - unquoted 22.9% 1.8% 75.3% 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0 28.1% 2.3% 69.6% 9+9+:+8+0+E Z+2+8+E b+2+E 9+5+1+3+3+0+E Note: Allocation calculated on net asset value. Age of investment Up to 1 year 9% 1-3 years 25% 3-5 years 26% 5-7 years 24% 7+ years 16% Industry sector Consumer 25% Health & Life Sciences 21% Soſtware & AI 48% Deep Tech 3% Other 3% Financing stage Growth capital – post November 2015 90% Growth capital – pre November 2015 2% Management buyout – pre November 2015 8% Quotation Unquoted 98% AIM 2% Note: Above charts are calculated by value of investments. Venture capital portfolio summary continued Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 06
Total venture capital holdings 59 Nottingham London Bristol Henley-in-Arden Birmingham Newcastle Sheffield Leeds Hull Manchester Preston Mercia group office locations 10 North West 1 Wales 4 West Midlands 2 South West 5 2 3 3 1 17 11 Investment reach Scotland Yorkshire / Humberside East Midlands Anglia London South East North East Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 07
The most notable exit was Gentronix, sold for net proceeds of £6.1 million, a 4.5 times lifetime return. Deborah Hudson Chair 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, aſter 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/. Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 08
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 on pages 33 and 34. 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 four 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. Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 09
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 on pages 12 and 13. 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 Investment activity has remained strong, with £8.9 million of capital provided to six new venture capital investments and £5.3 million of follow- on capital invested into the existing portfolio. Chair’s statement continued Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 10
Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 11
Directors and advisers Deborah Hudson MBA MEng Chair David Mayes John E Milad BA has considerable operational and investment experience in technology and soſtware businesses. Deborah is a founding director of Shackleton Ventures, which specialises in secondary venture and development capital investments and has served on the boards of a number of their investments and other earlier stage companies. She was appointed to the Northern Venture Trust Board on 1 January 2022 and became Chair on 30 July 2024. is an experienced investment professional and investor with a long-standing involvement in financial markets. He previously managed an emerging markets investment team for Credit Suisse Securities (Europe) Limited. He was formerly a trustee director of a major pension fund and vice chair of its investment committee and is a member of the Salvation Army International Trust Investment Board. He was appointed to the Northern Venture Trust Board in 2014. has 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. Previously, John was co-founder and CEO of Quanta Dialysis Technologies, leading the development and commercial launch of a portable hemodialysis system. John currently serves as a Trustee on the board of Kidney Research UK and is a business mentor at the Royal Academy of Engineering’s accelerator program. He was appointed to the Board in August 2024. Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 12
i Registered number 03090163 Secretary and registered office Mercia Company Secretarial Services Limited Forward House 17 High Street Henley-in-Arden B95 5AA 0330 223 1430 vctshareholderenquiries@mercia.co.uk mercia.co.uk/vcts/nvt/ Brigid Sutcliffe MA MBA ACA Chair of the Audit and Risk Committee Investment Adviser Mercia Fund Management Limited Forward House 17 High Street Henley-in-Arden B95 5AA Independent Auditor Forvis Mazars LLP 30 Old Bailey London EC4M 7AU Taxation adviser Philip Hare & Associates LLP Bridge House 181 Queen Victoria Street London EC4V 4EG Solicitors Reed Smith LLP 1 Blossom Yard London E1 6RS Stockbrokers Panmure Liberum Limited Ropemaker Place, Level 12 25 Ropemaker Street London EC2Y 9LY Listed investments custodian Brewin Dolphin Limited Time Central 32 Gallowgate Newcastle upon Tyne NE1 4SR Bankers Barclays Bank PLC 1 Churchill Place London E14 5HP Santander UK PLC 2 Triton Square Regent’s Place London NW1 3AN BlackRock Institutional Cash Series plc 200 Capital Dock 79 Sir John Rogerson’s Quay Dublin 2 D02 RK57 Ireland Registrars The City Partnership (UK) Limited The Mending Rooms Park Valley Mills Meltham Road Huddersfield HD4 7BH 01484 240 910 registrars@city.uk.com has been a non-executive director for a variety of organisations in the public, private and third sectors over the past 20 years and has extensive audit committee chair experience. The value she adds to a board is financial, audit and risk management governance expertise, combined with strategy, marketing and change management skills. Brigid also serves as a non- executive director and audit chair of Strategic Equity Capital plc and of STS Global Income & Growth Trust plc. She is also a member of the Finance Committee of Newnham College, Cambridge and a trustee of Muscular Dystrophy UK. She was appointed to the Board in April 2024 and became Chair of the Audit and Risk Committee in July 2024. Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 13
Shareholder information The Company Northern Venture Trust PLC (the Company) is a Venture Capital Trust (VCT) which has been listed on the London Stock Exchange since 1995. The Company invests mainly in unquoted venture capital holdings, with its remaining assets predominantly invested in a portfolio of money market funds and bank deposits. Northern Venture Trust PLC is advised by Mercia Fund Management Limited (Mercia), a wholly owned subsidiary of Mercia Asset Management PLC (MAM). MAM is a specialist alternative asset manager with over 15 years’ experience of providing capital to high-growth UK SMEs, meeting a large, growing and under-served need for long-term investment capital. MAM offers high-growth UK SMEs a complete capital solution including private equity, debt, seed and venture capital (the latter category accounting for the majority of its investment activity). In being advised by Mercia, the VCTs have the opportunity to co-invest alongside MAM’s own funds, or other funds managed by MAM and its subsidiaries, that are able to provide replacement capital and invest without the restrictions of the VCT Rules. Mercia also acts as investment manager of Northern 2 VCT PLC and Northern 3 VCT PLC, in addition to various other investment funds. The Company, Northern 2 VCT PLC and Northern 3 VCT PLC are generally known in the market as the Northern VCTs and are the only VCTs which Mercia manages or advises. Mercia Asset Management PLC is quoted on AIM (Alternative Investment Market). Northern Venture Trust PLC is a member of the Association of Investment Companies (AIC). Venture Capital Trusts Venture Capital Trusts (VCTs) were introduced by the Chancellor of the Exchequer in the November 1994 Budget, the relevant legislation now being contained in the Income Tax Act 2007. VCTs are intended to provide a means whereby private individuals can invest in small unquoted trading companies in the UK, with an incentive in the form of a range of tax benefits. With effect from 6 April 2006, the benefits to eligible investors include: income tax relief at up to 30% on new subscriptions of up to £200,000 per tax year, provided the shares are held for at least five years; exemption from income tax on dividends paid by VCTs (such dividends may include the VCT’s capital gains as well as its income); and exemption from capital gains tax on disposals of shares in VCTs. In order to maintain approved status, a VCT must comply on a continuing basis with the provisions of Section 274 of the Income Tax Act 2007; in particular, a VCT is required at all times to hold at least 80% by value of its investments in qualifying holdings, of which at least 70% must comprise eligible shares. For this purpose a ‘qualifying holding’ is an investment in new shares or securities of an unquoted company (which may however be quoted on AIM) which has a permanent establishment in the UK, is carrying on a qualifying trade, and whose gross assets and number of employees at the time of investment do not exceed prescribed limits. The definition of ‘qualifying trade’ excludes certain activities such as property investment and development, financial services and asset leasing. The Finance (No 2) Act 2015 contained a number of significant changes to the VCT rules for investments completed aſter its introduction, designed to secure approval of the VCT scheme by the European Commission. A company whose trade is more than seven years old (ten years for ‘knowledge intensive’ companies) will generally only qualify for VCT investment if it has previously received State-aided risk finance before the end of the initial investing period or the new investment exceeds 10% of the total turnover for the past five years and the funds are used for new products and / or geographical markets; there is a lifetime limit of £12 million (£20 million for ‘knowledge intensive’ companies) on the amount of State-aid funding receivable by a company; and VCT funds may not be used by a company to acquire shares in another company or to acquire a business. A breach of the requirements may lead to a loss of VCT status. The Finance Act 2018 contained further changes to the conditions for a VCT to maintain its approved status. The changes were designed to increase the level of qualifying investments made by VCTs. A non-exhaustive list of the main points is as follows: investments made from 15 March 2018 are only qualifying if they meet the risk-to-capital condition. This principles based condition broadly requires the investee company to be an early stage, higher risk, entrepreneurial company which has the potential to grow in the long term; debt finance provided by VCTs must be made on an unsecured basis; Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 14
a VCT must invest at least 30% of any funds raised in an accounting period commencing on or aſter 6 April 2018 in qualifying holdings within 12 months of the period end; and investments made from 6 April 2019 in qualifying holdings must comprise, in aggregate, at least 70% of eligible shares, regardless of when the money used to fund the investment was raised. The Finance Act 2024 contained an extension to the ‘sunset clause’, with shares now issued by Venture Capital Trusts before 6 April 2035 eligible for tax relief (was previously 2025). Share price The Company’s share price is carried daily in the Financial Times and the Daily Telegraph. A range of shareholder information is provided on the internet at https://northern-vcts.cityhub.uk.com/login by the Company’s registrar, The City Partnership (UK) Limited, including details of shareholdings, indicative share prices and information on recent dividends (see page 13 for contact details for The City Partnership (UK) Limited). Share price information can also be obtained via the Company’s website. Dividend investment scheme The Company operates a dividend investment scheme, giving shareholders the option of investing their dividends in new ordinary shares in the Company with the benefit of the tax reliefs currently available to VCT subscribers. 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/. Electronic communications The Company continues to provide the option to shareholders to receive communications from the Company electronically rather than by paper copy. Shareholders who wish to change their preferences should visit the Hub (https://northern-vcts.cityhub. uk.com/login) (operated by the Company’s registrar, The City Partnership (UK) Limited), and select their preferred method of delivery of company communications. Alternatively, shareholders may contact the registrar directly to confirm their communication preference using the details on page 13. Financial calendar Subject to regular review by the Directors, the Company’s financial calendar for the year ending 31 March 2026 is as follows: November 2025 Half-yearly financial report for the six months ending 30 September 2025 published January 2026 Interim dividend paid June 2026 Final dividend and results for year ending 31 March 2026 announced June 2026 Annual report and financial statements published August 2026 Annual General Meeting September 2026 Final dividend paid Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 15
Strategic report This report has been prepared by the Directors in accordance with the requirements of Section 414 of the Companies Act 2006. The Company’s independent auditor is required by law to report on whether the information given in the strategic report and Directors’ Report is consistent with the financial statements. The auditor’s report is set out on pages 48 to 52. Corporate objective The Company’s objective is to provide long-term tax-free returns to investors through a combination of dividend yield and capital growth, by following its strategy of investing primarily in unquoted UK businesses which meet the Investment Adviser’s key criteria of good growth potential, strong management and potential to generate cash in the medium to long term. Investment policy The Company’s investment policy has been designed to enable the Company to achieve its objective whilst complying with the qualifying conditions set out in the VCT rules, as amended by HM Government from time to time. The Directors intend that the long-term disposition of the Company’s assets will be approximately 80% in a portfolio of VCT-qualifying unquoted and AIM-quoted investments, and 20% in other investments selected with a view to producing an enhanced return while avoiding undue capital volatility, to provide a reserve of liquidity which will maximise the Company’s flexibility as to the timing of investment acquisitions and disposals, dividend payments and share buy-backs. Within the VCT-qualifying portfolio, investments will be structured using various investment instruments, including ordinary and preference shares, loan stocks and convertible securities, to achieve an appropriate balance of income and capital growth. The selection of new investments will necessarily have regard to the VCT rules, which are designed to focus investment on earlier stage development capital opportunities. The portfolio will be diversified by investing in a broad range of VCT-qualifying industry sectors and by holding investments in companies at different stages of maturity in the corporate development cycle. The normal investment holding period is expected to be in the range from three to ten years. No single investment will normally represent in excess of 3% of the Company’s total assets at the time of initial investment. As investments are held with a view to long-term capital growth as well as income, it is possible that individual holdings may grow in value to the point where they represent a significantly higher proportion of total assets prior to a realisation opportunity being available. Investments will normally be made using the Company’s equity shareholders’ funds and it is not intended that the Company will take on any long-term borrowings. Co-investment arrangements The Company operates within a co-investment and allocation policy that applies to all funds managed by the Mercia group. Under the terms of this policy, where an investment opportunity is VCT qualifying and the funding requirement is in excess of £3 million, the Company and the other VCTs managed by Mercia are the preferred lead investors. For these opportunities the Company is entitled to participate pro rata to net assets alongside the other VCT funds managed by Mercia; save where the investment opportunity is located in the West or East Midlands, Yorkshire, Humberside, Teesside or the North East, where minimum syndication requirements mean that certain other funds managed by Mercia can participate in the funding round alongside the Northern VCTs; with an allocation in proportion to each fund’s relative net asset value. Where the funding round for a new opportunity is under £3 million the VCTs will not be the lead investors; but if any such deal is in excess of £2.5 million, the Northern VCT funds have the right to participate at a de minimis level of £0.5 million. In relation to follow-on rounds of investment where the Company and other Northern VCTs are existing investors, the Company, alongside the other Northern VCT funds, shall have priority to determine how much they wish to invest, with no requirement to offer such investment opportunities to the other funds managed or advised by the Mercia group. Under a co-investment scheme, members of the VCT investment team and certain key Mercia executives are required to invest personally alongside the funds in each VCT-qualifying investment on a predetermined basis. Investment Adviser Mercia Fund Management Limited (Mercia) acts as the Investment Adviser and has done so since the Company consented to the novation of its existing investment advisory agreement from NVM Private Equity LLP (NVM) effective on 23 December 2019. The Board’s Management Engagement Committee reviews the terms of Mercia’s appointment as Investment Adviser on a regular basis. Further information about the terms of the management agreement with Mercia and the remuneration payable to Mercia is set out in the Directors’ Report on page 37 and in Note 3 to the financial statements. Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 16
Overview of the year During the year under review Northern Venture Trust PLC delivered a total return, before dividends, of 4.2 pence per share, equivalent to 7.0% of the opening net asset value per share of 60.3 pence. The movement in total net assets and net asset value per share is summarised in Table 1. Total income from investments during the year increased to £2.6 million (year ended 31 March 2024: £2.2 million). The basic investment management fee payable to the Investment Adviser was £2.3 million (year ended 31 March 2024: £2.1 million) and there was a performance-related management fee payable in respect of the current year of £0.4 million (year ended 31 March 2024: £nil). The net cash outflow from the venture capital portfolio during the year was £3.8 million, comprising disposal proceeds of £14.3 million less investments of £10.4 million. In addition, proceeds of £2.8 million from an exit recognised during the year, were received shortly aſter the year end. Portfolio cash flow over the past five years is summarised in Table 2. Aſter taking account of other cash flows, including fundraising, net of costs, of £8.4 million and dividend payments of £6.4 million, the Company’s total cash balances decreased over the year by £6.1 million to £25.4 million. Future developments of the business are discussed in the outlook section of the Chair’s statement on page 10. Table 2: Venture capital portfolio cash flow New investment £000 Disposal proceeds £000 Net cash inflow / (outflow) £000 Year ended 30 September 2020 8,813 1,635 (7,178) Year ended 30 September 2021 11,707 31,118 19,411 18-month period ended 31 March 2023 25,049 26,095 1,046 Year ended 31 March 2024 14,993 15,079 86 Year ended 31 March 2025 14,258 10,430 (3,828) Total 74,820 84,357 9,537 Table 1: Movements in net assets and net asset value per share £000 Pence per ordinary share Net asset value at 31 March 2024 114,831 60.3 Net revenue (investment income less revenue expenses and tax) 834 0.4 Capital surplus arising on investments: Realised net gains on disposals 3,555 1.8 Movements in fair value of investments 5,603 2.8 Expenses allocated to capital account (net of tax) (1,511) (0.8) Total return for the year as shown in the income statement 8,481 4.2 Proceeds of issues of new shares (net of expenses) 8,435 0.2 Shares repurchased for cancellation (4,116) Net movement for the year before dividends 12,800 4.4 Net asset value at 31 March 2024 before dividends recognised 127,631 64.7 Dividends paid in the financial year (6,380) (3.2) Net asset value at 31 March 2025 121,251 61.5 Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 17
New investments The new investments completed in the year were: Semble Technology (£1,951,000) Practice management soſtware for healthcare clinicians Napo (£1,933,000) Pet insurance provider with a focus on preventative care and customer experience Ski Zoom (t/a Heidi Ski) (£1,404,000) Booking platform for flexible mountain breaks Culture AI (£1,324,000) Cyber security training and monitoring platform Promethean Particles (£1,281,000) Developer of carbon capture and storage technologies Scalpel (£976,000) Enterprise AI for automated surgical tray validation 10% by value of this portfolio is represented by management buy-out and growth capital investments acquired prior to November 2015 when the VCT rules were amended to promote earlier stage investment. A summary of the venture capital holdings at 31 March 2025 is given on page 25, with information on the 15 largest investments on pages 28 to 32. Investment realisations Details of investment disposals during the year are given in Note 9 on page 65. The most significant disposals (original cost or sales proceeds in excess of £0.5 million) are summarised in Table 3. Gentronix is a biotechnology company that provides predictive toxicology solutions. The Company originally invested in 2007 and exited in September 2024 for proceeds of £6.1 million, representing a lifetime return of 4.5x. Grip UK (t/a The Climbing Hangar) is an indoor bouldering enterprise. The Company originally invested in 2018 and continued to support the investment as it re-established itself aſter COVID. The Company exited in October 2024 for £2.8 million, a lifetime return of 0.7x. Intuitive Holding is a provider of travel reservation soſtware. The Company originally invested in 2012 and exited in March 2025 for proceeds of £2.8 million (including £0.8 million accrued loan interest), a lifetime return of 2.1x. Nutshell was a no code mobile application platform. The Company made its initial investment in 2020, Nutshell entered administration during the year. Ablatus Therapeutics was a university spin-out enterprise focused on tissue ablation technology. The Company made its initial investment in 2018. Ablatus entered voluntary liquidation during the year. Table 3: Significant investment realisations Company Date of original investment Original cost £000 Sales proceeds £000 Realised surplus / (deficit) £000 Gentronix 2007 1,362 6,068 4,706 Grip UK (t/a The Climbing Hangar) 2018 3,885 2,775 (1,110) Intuitive Holding 2012 1,674 2,023 349 Nutshell 2020 734 (734) Ablatus Therapeutics 2018 612 (612) Dividends The Directors have declared or proposed dividends totalling 3.1 pence per share in respect of the year, comprising a 0.4 pence revenue dividend and a 2.7 pence capital dividend. Venture capital investment portfolio A review of the portfolio can be found in the Chair’s statement on pages 8 to 10. The last 12 months have been impacted by a global economic slowdown exacerbated by geopolitical instability and conflict. During the year our Investment Adviser has worked with portfolio management teams to navigate the fast-evolving landscape. Venture capital investment activity During the year ended 31 March 2025, six new venture capital investments were completed at a cost of £8.9 million and additional funding totalling £5.4 million was invested in 11 existing portfolio companies, by way of follow-on funding rounds. The proportion of follow-on investments is increasing in line with the evolution of the portfolio to earlier stage companies, which oſten require multiple rounds of growth finance to realise their potential. The portfolio at 31 March 2025 comprised 59 holdings with an aggregate value of £93.5 million. Strategic report continued Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 18
Table 4: Venture capital investment valuation by category Number of investments Valuation £000 % of portfolio by value Unquoted investments at the Directors’ valuation Revenue / earnings multiple 36 66,780 72% Price of a recent investment subsequently calibrated as appropriate 19 24,552 26% Quoted investments at bid price Quoted on AIM 4 2,205 2% Total 59 93,537 100% Valuation policy Unquoted investments are valued in accordance with the accounting policy set out on page 58, which follows the International Private Equity and Venture Capital Valuation (IPEV) guidelines, being the industry accepted best practice. Where valuations are based on company earnings, audited historic results will be taken into account along with more recent unaudited information and projections where these are considered sufficiently reliable. For investments in earlier stage businesses, where a material arm’s length transaction has recently been concluded, this is usually taken as the starting point for fair value, and subsequently tested and recalibrated to reflect changes in market conditions or company specific performance. Performance is typically considered using a range of metrics such as annual recurring revenue, EBITDA, milestones achieved, customer wins, cash runway and budget accuracy. Provision against cost is made where an investment is under-performing significantly. As at 31 March 2025 the number of venture capital investments falling into each valuation category was as shown in Table 4. Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 19
Responsible investment The Company’s approach to Environmental, Social and Governance (ESG) responsibilities is set out on pages 33 and 34. Maintenance of VCT-qualifying status The Directors regard the following as the key indicators The Directors believe that the Company has at all times since inception complied with the VCT qualifying conditions laid down by HM Revenue & Customs. Key performance indicators The Directors regard the following as the key indicators pertaining to the Company’s performance: Net asset value and total return to shareholders: the chart opposite shows the movement in net asset value and total return (net asset value plus cumulative dividends) per share over the past five financial years. Dividend distributions: the chart opposite shows the dividends (including proposed final dividend) declared in respect of each of the past five financial years. Ongoing charges: the charts opposite show total annual running expenses as a percentage of the average net assets attributable to shareholders for each of the past five financial years. Dividends per share (pence)* * includes dividends proposed but not yet paid ** special dividend Net asset value plus cumulative dividends paid per share (pence)* * excludes dividends proposed but not yet paid Ongoing charges excluding performance fees (% of average net assets) Ongoing charges including performance fees (% of average net assets) NAV per share Cumulative dividends paid per share 2021 2022 2023 2024 6.0** 4.0 4.0 3.2 4.0 2025 3.1 254.3 252.9 250.6 252.4 2021 2023 2022 2024 79.8 68.4 62.1 174.5 184.5 188.5 60.3 192.1 256.8 2025 61.5 195.3 2.49% 2.24% 2.37% 2.45% 2021 2022 2023 2024 2.39% 2025 3.87% 3.27% 2.37% 2.45% 2.72% 2021 2022 2023 2024 2025 Strategic report continued Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 20
Risk management The Board carries out a regular and robust assessment of the risk environment in which the Company operates and seeks to identify new risks as they emerge. The principal and emerging risks and uncertainties identified by the Board which might affect the Company’s business model and future performance, and the steps taken with a view to their mitigation, are as follows: Risk Mitigation Availability of qualifying investments: there can be no guarantee that suitable investment opportunities will be identified in order to meet the Company’s objectives, which could have an adverse effect on Investor returns. Additionally, the Company’s ability to obtain maximum value from its investments may be limited by the requirements of the relevant VCT Rules in order to maintain the VCT status of the Company. The Investment Adviser has a dedicated investment team that identifies and transacts in qualifying investments. The Directors regularly meet with the Investment Adviser to maintain awareness of the pipeline, and factors this into the Company’s fund raising plans. Credit risk: the Company holds a number of financial instruments and cash deposits and is dependent on the counterparties discharging their commitment. Such balances my be held with banks or in money market funds as part of the Company’s liquidity management. The Directors review the creditworthiness of the counterparties to these instruments including the rating of money market funds to seek to manage and mitigate exposure to credit risk. Economic and geopolitical risk: events such as economic recession or general fluctuation in stock markets, exchange rates and interest rates, notwithstanding recent lower inflation and falling interest rates, may affect the valuation of investee companies and their ability to access adequate financial resources, as well as affecting the Company’s own share price and discount to net asset value. In addition, US trade policy and hostilities in the Middle East and Ukraine (including sanctions on the Russian Federation) may have further economic consequences as a result of market volatility and the restricted access to certain commodities and energy supplies. Such conditions may adversely affect the performance of companies in which the Company has invested (or may invest), which in turn may adversely affect the performance of the Company, and may have an impact on the number or quality of investment opportunities available to the Company and the ability of the Investment Adviser to realise the Company’s investments. Any of these factors could have an adverse effect on Investor returns. The Company invests in a diversified portfolio of investments spanning various industry sectors and which are at different stages of growth. The Company maintains sufficient cash reserves to be able to provide additional funding to investee companies where it is appropriate and in the interests of the Company to do so. The Investment Adviser’s team is structured such that appropriate monitoring and oversight is undertaken by an experienced investment executive. As part of this oversight, the investment executive will guide and support the board of each unquoted investee company. At all times, and particularly during periods of heightened economic uncertainty, the investment team of the Investment Adviser share best practice from across the portfolio with the investee management teams in order to help with addressing economic challenges. Financial risk: most of the Company’s investments involve a medium to long-term commitment and many are illiquid. The Directors consider that it is inappropriate to finance the Company’s activities through borrowing except on an occasional short-term basis. Accordingly they seek to maintain a proportion of the Company’s assets in cash or cash equivalents in order to be in a position to pursue new unquoted investment opportunities and to make follow-on investments in existing portfolio companies. The Company has very little direct exposure to foreign currency risk and does not enter into derivative transactions. Investment and liquidity risk: the Company invests in early stage companies which may be pre-revenue at the point of investment. Portfolio companies may also require significant funds, through multiple funding rounds to develop their technology or the products being developed may be subject to regulatory approvals before they can be launched into the market. This involves a higher degree of risk and company failure compared to investment in larger companies with established business models. Early stage companies generally have limited product lines, markets and financial resources and may be more dependent on key individuals. The securities of companies in which the Company invests are typically unlisted, making them particularly illiquid and may represent minority stakes, which may cause difficulties in valuing and disposing of the securities. The Company may invest in businesses whose shares are quoted on AIM however this may not mean that they can be readily traded and the spread between the buying and selling prices of such shares may be wide. The Directors aim to limit the investment and liquidity risk through regular monitoring of the investment portfolio and oversight of the Investment Adviser, who is responsible for advising the Board in accordance with the Company’s investment objective. The investment and liquidity risks are mitigated through the careful selection, close monitoring and timely realisation of investments, by carrying out rigorous due diligence procedures and maintaining a wide spread of holdings in terms of financing stage and industry sector within the rules of the VCT scheme. The Board reviews the investment portfolio and liquidity with the Investment Adviser on a regular basis. Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 21
Risk Mitigation Legislative and regulatory risk: in order to maintain its approval as a VCT, the Company is required to comply with current VCT legislation in the UK. Changes to UK legislation in the future could have an adverse effect on the Company’s ability to achieve satisfactory investment returns whilst retaining its VCT approval. The Company is registered with the Financial Conduct Authority (FCA) as a small internally managed AIF and is required to comply with a number of reporting and other regulatory requirements. Failure to comply correctly or changes in the regulatory regime could affect the status of the VCT. The Board and the Investment Adviser monitor political developments and where appropriate seek to make representations either directly or through relevant trade bodies. The Board also works closely with the Adviser to ensure that the Company remains compliant with the relevant regulatory requirements. Operational risk: the Company does not have any employees and the Board relies on a number of third party providers, including the Investment Adviser, registrar and custodian, sponsor, receiving agent, lawyers and tax advisers, to provide it with the necessary services to operate. Such operations delegated to the Company’s key service providers may not be performed in a timely or accurate manner, resulting in reputational, regulatory, or financial damage. The risk of cyber-attack or failure of the systems and controls at any of the Company’s third party providers may lead to an inability to service shareholder needs adequately, to provide accurate reporting and accounting and to ensure adherence to all VCT legislation rules. The Board has appointed an Audit and Risk Committee, who monitor the effectiveness of the system of internal controls, both financial and non-financial, operated by the Company and the Investment Adviser. These controls are designed to ensure that the Company’s assets are safeguarded and that proper accounting records are maintained. Third party suppliers are required to have in place their own risk and controls framework, business continuity plans and the necessary expertise and resources in place to ensure that a high quality service can be maintained even under stressed scenarios. Performance of the Investment Adviser: the successful implementation of the Company’s investment policy is dependent on the expertise of the Investment Adviser and its ability to attract and retain suitable staff. The Company’s ability to achieve its investment objectives is largely dependent on the performance of the Investment Adviser in the acquisition and disposal of assets and the management of such assets. The Board has broad discretion to monitor the performance of the Investment Adviser and the power to appoint a replacement, but the Investment Adviser’s performance or that of any replacement cannot be guaranteed. The Board have both formal reviews by way of the Management Engagement Committee and Board meetings, and informal reviews over the course of the year outside of the formal Board timetable. Performance is closely monitored, including receiving detailed league table information and other market intelligence. Any concerns or suggestions are passed to the Investment Adviser, which are robustly challenged. Stock market risk: a small proportion of the Company’s investments are quoted on AIM and will be subject to market fluctuations upwards and downwards. External factors such as terrorist activity, political activity or global health crises, can negatively impact stock markets worldwide. In times of adverse sentiment there may be very little, if any, market demand for shares in smaller companies quoted on AIM. The Company’s small number of holdings of quoted investments are actively managed by the Investment Adviser, and the Board keeps the portfolio and the actions taken under ongoing review. VCT qualifying status risk: while it is the intention of the Directors that the Company will be managed so as to continue to qualify as a VCT, there can be no guarantee that this status will be maintained. A failure to continue meeting the qualifying requirements could result in the loss of VCT tax relief, the Company losing its exemption from corporation tax on capital gains, to shareholders being liable to pay income tax on dividends received from the Company and, in certain circumstances, to shareholders being required to repay the initial income tax relief on their investment. The Investment Adviser keeps the Company’s VCT qualifying status under continual review and its reports are reviewed by the Board on a quarterly basis. The Board has also retained Philip Hare & Associates LLP to undertake an independent VCT status monitoring role. The Board continually assesses and monitors emerging risks that could impact the Company’s operations and strategic objectives. As part of the risk assessment process, the Board evaluates a wide range of potential threats and uncertainties that may arise from evolving market dynamics, regulatory changes, technological advancements such as artificial intelligence, geopolitical developments, and other external factors. By remaining aware of emerging risks, the Board ensures that the Company is better equipped to anticipate challenges and adapt swiſtly to changing circumstances. Strategic report continued Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 22
Key stakeholders Stakeholder Detail regarding stakeholder engagement Shareholders The Directors recognise the value of maintaining regular communications with shareholders. Formal reports are published at the half-year and year-end stages and the Investment Adviser publishes periodic shareholder newsletters. An opportunity is given to shareholders at each annual general meeting to question the Board and the Investment Adviser on matters relating to the Company’s operation and performance. Shareholders are able to observe the annual general meeting virtually if they are not able to attend in person and to submit questions to the Board so that they can either be answered during the AGM or in writing. The Investment Adviser holds an annual seminar to which shareholders are invited and the Directors attend. The Board welcomes the opportunity to engage with shareholders at these events. Regulatory News Service (“RNS”) announcements are published in accordance with the Listing Rules and the Disclosure Guidance and Transparency Rules. Investment Adviser The Company’s most critical business relationship is with the Investment Adviser, Mercia. There is regular contact with Mercia and members of Mercia’s senior leadership team attend the Company’s Board meetings. The content discussed at each meeting is over a wide range of topics from Company strategy to issues faced by portfolio companies. The Management Engagement Committee and Board review the performance of the Investment Adviser on an ongoing basis. Portfolio companies The Company holds minority investments in its portfolio companies and it has appointed Mercia to manage the portfolio. Whilst day-to-day interaction with portfolio companies is delegated via the investment advisory agreement to Mercia, updates are received by the Board at least quarterly. The Directors take an active interest in the challenges faced by portfolio companies. More details can be found on page 34. Suppliers The Company has relationships with a number of key suppliers including its auditor, taxation advisers, solicitors, stockbrokers, banks and registrar. The Investment Adviser, with the oversight of the Board, monitors the performance of each of the Company’s suppliers on a periodic basis and each have demonstrated continued effectiveness. Community and environment Alongside the Investment Adviser, the Company considers its impact on the community and environment. Full details regarding the Company’s approach can be found within the Responsible Investment section of this report on pages 33 and 34. Employees The Company does not have any employees. The Board is comprised of non-executive directors. Additional disclosures required by the Companies Act Section 172 Statement Section 172 of the Companies Act 2006 requires a director to promote the success of the Company. In doing this they must act in the way that they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing this our directors are required to have a regard, amongst other matters, to the: likely consequences of any decisions in the long term interests of the Company’s employees need to foster the Company’s business relationships with suppliers, customers and others impact of the Company’s operations on the community and environment desirability of the Company maintaining a reputation for high standards of business conduct need to act fairly as between members of the Company. In discharging their duties each director has regard to the factors set out above and to other factors which they consider relevant to the decision being made. Those factors may include, for example, the interests and views of our shareholders, suppliers and regulators. The Board’s aim is to make sure that decisions are consistent and predictable. Details on how the Board operates and the way directors reach decisions, including some of the matters discussed and debated during the year, the key stakeholder considerations that were central to those discussions and the way in which directors had regard to the need to foster the Company’s long-term relationship with shareholders and other stakeholders, are included in the Corporate Governance section of this report on pages 41 to 46. The tables opposite detail the key stakeholders and associated engagements with the Board and the key decisions reached in the year. Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 23
Key decisions The Directors’ decisions are intended to achieve the Company’s corporate objective. Maintaining the Company’s status as a VCT is a critical element of this. Decision Detail regarding decision made Decision to fundraise The decision was made to fundraise a total of £15 million for the Company in the 2024/25 tax year. Following confirmation of the extension of the sunset clause, the Board carefully considered its cash requirements over the medium term. The Company continues to actively invest in VCT-qualifying holdings, not only in new investment opportunities but also by providing additional rounds of funding for existing investee companies. This approach requires the Company to maintain a strong reserve of liquid assets, so that sufficient cash resources are available to meet expected future requirements. Payment of dividends The Company targets a dividend of at least 5% of the opening NAV per share in each year, subject to protecting the NAV from erosion over the medium term. The Board continues to assess and balance the ability to pay dividends with maintaining a stable NAV when proposing the level of dividends. Audit retender Following notification from the incumbent auditor that they would need to commercially assess their audit fees for the next financial year, the Audit and Risk Committee performed a tender process inviting a number of firms including the incumbent auditor for the provision of audit services. Based on a wide range of selection criteria the Board approved its recommendation to select Johnston Carmichael LLP as the Company’s auditor for the financial year beginning 1 April 2025 onwards. New investments The Board remains supportive of the Investment Adviser’s investment approach, and has provided robust challenge on strategy on an ongoing basis throughout the year. The Board continues to believe that investing across economic cycles in early stage growing companies remains in the best interest of Shareholders. Future prospects The challenges posed by the slower domestic and global economy persist for UK businesses. Nevertheless, our Directors find encouragement in the overall resilience demonstrated by our portfolio. Our commitment to supporting the growth and success of entrepreneurial ventures in the UK remains unwavering. We are confident that our Company is well-positioned to support such endeavours. The Strategic report was approved by the Board of Directors and is signed on its behalf by Mercia Company Secretarial Services Limited Company Secretary 17 June 2025 Strategic report continued Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 24
31 March 2025 Fiſteen largest venture capital investments (see pages 28 to 32) Cost £000 Valuation £000 Like for like valuation increase / (decrease) over year** £000 % of net assets by value 1 Project Glow Topco (t/a The Beauty Tech Group) 1,686 7,323 3,766 6.0% 2 Pure Pet Food 1,675 6,205 3,301 5.1% 3 Rockar 1,877 3,559 393 2.9% 4 Pimberly 2,060 3,520 41 2.9% 5 Tutora (t/a Tutorful) 3,305 3,305 2.7% 6 Forensic Analytics 2,717 2,717 2.2% 7 Netacea 2,631 2,631 2.2% 8 Biological Preparations Group 2,366 2,620 445 2.2% 9 Ridge Pharma 1,497 2,527 359 2.1% 10 Enate 1,516 2,176 659 1.8% 11 LMC Soſtware 1,950 2,156 207 1.8% 12 Broker Insights 2,076 2,152 68 1.8% 13 Turbine Simulated Cell Technologies 1,863 2,074 22 1.7% 14 Clarilis 1,972 1,972 1.6% 15 Semble 1,951 1,951 1.6% Other venture capital investments 16 Naitive Technologies 1,836 1,938 104 1.6% 17 Napo 1,933 1,933 1.6% 18 Risk Ledger 1,412 1,911 500 1.6% 19 Social Value Portal 1,888 1,888 1.5% 20 Administrate 2,906 1,842 (184) 1.5% 21 Send Technology Solutions 1,770 1,838 69 1.5% 22 Moonshot 1,329 1,805 478 1.5% 23 IDOX* 238 1,799 (139) 1.5% Investment portfolio Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 25
Other venture capital investments Cost £000 Valuation £000 Like for like valuation increase / (decrease) over year** £000 % of net assets by value 24 Newcells Biotech 3,225 1,777 (1,693) 1.5% 25 Volumatic Holdings 216 1,773 (148) 1.5% 26 Locate Bio 1,753 1,753 1.4% 27 VoxPopMe 1,660 1,660 1.4% 28 Camena Bioscience 1,594 1,594 1.3% 29 Wonderush Ltd (t/a Hownow) 1,421 1,421 1.2% 30 Ski Zoom (t/a Heidi Ski) 1,404 1,404 1.2% 31 Axis Spine Technologies 1,353 1,357 4 1.1% 32 Buoyant Upholstery 672 1,349 (719) 1.1% 33 Culture AI 1,324 1,324 1.1% 34 Duke & Dexter 1,237 1,281 637 1.1% 35 Promethean 1,281 1,281 1.1% 36 Optellum 1,276 1,276 1.1% 37 Rego Technologies (t/a Upp)(formerly Volo) 2,504 1,104 401 0.9% 38 Centuro Global 1,038 1,038 0.9% 39 iOpt 941 1,025 84 0.8% 40 Tozaro (formerly MIP Discovery) 1,025 1,025 0.8% 41 Scalpel 976 976 0.8% 42 Seahawk Bidco 513 971 (21) 0.8% 43 Wobble Genomics 968 968 0.8% 44 Warwick Acoustics 964 964 0.8% 45 Oddbox 1,093 869 71 0.7% 46 Synthesized 510 751 240 0.6% 47 Quotevine 1,311 495 495 0.4% 48 Thanksbox (t/a Mo) 1,685 402 (13) 0.3% Investment portfolio 31 March 2025 continued Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 26
Other venture capital investments Cost £000 Valuation £000 Like for like valuation increase / (decrease) over year** £000 % of net assets by value 49 Atlas Cloud 704 387 (1) 0.3% 50 RTC Group* 436 345 0.3% 51 Fresh Approach (UK) Holdings 885 313 (127) 0.3% 52 Sorted 182 241 58 0.2% 53 Arnlea Holdings 1,305 227 (11) 0.2% 54 Sen Corporation 681 141 (156) 0.1% 55 Northrow 1,494 76 (615) 0.1% 56 Angle* 131 36 (9) 0.0% 57 Adludio 2,927 33 (2,904) 0.0% 58 Customs Connect Group 1,525 33 (80) 0.0% 59 Velocity Composites* 90 25 (6) 0.0% Total venture capital investments 86,758 93,537 77.1% Net current assets 27,714 22.9% Net assets 121,251 100.0% * Listed on AIM. ** This change in ‘like for like’ valuations is a comparison of the 31 March 2025 valuations with the 31 March 2024 valuations (or where a new investment has been made in the year, the investment amount), having adjusted for any partial disposals, loan stock repayments or new and follow-on investments in the year. Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 27
15 largest venture capital investments Cost £1.7m | (2024: £1.7m) Valuation £7.3m (2024: £3.6m) Basis of valuation Earnings multiple Equity held 3.2% (Mercia funds total 9.6%) Business Online retailer for home-use beauty devices Location Stockport History Development capital funding, November 2021, led by Mercia Fund Management Other Mercia funds investing Northern 2 VCT, Northern 3 VCT Income in year Dividends nil, Loan stock interest nil Key published information: Period ended 31 December 2023 £m 2022 £m Sales 68.3 64.6 EBITDA 9.4 5.7 Profit / (loss) before tax (3.4) (9.4) Profit / (loss) aſter tax (4.1) (9.3) Net assets (11.7) (8.7) 1 Cost £1.8m | (2024: £1.8m) Valuation £6.2m (2024: £3.2m) Basis of valuation Revenue multiple Equity held 11.2% (Mercia funds total 40.0%) Business Production of organic pet food Location Halifax History Development capital financing, March 2019, led by NVM Private Equity Other Mercia funds investing Northern 2 VCT, Northern 3 VCT, NPIF YHTV Equity LP Income in year Dividends nil, Loan stock interest £49,000 Key published information: Year ended 31 March 2024 £m 2023 £m Sales 10.6 4.6 EBITDA (1.0) (2.6) Profit / (loss) before tax (1.8) (3.8) Profit / (loss) aſter tax (1.8) (3.6) Net assets (4.3) (2.6) 2 3 Cost £1.9m | (2024: £1.9m) Valuation £3.6m (2024: £3.2m) Basis of valuation Revenue multiple Equity held 7.6% (Mercia funds total 21.5%) Business E-commerce and fulfilment platform for new car sales Location Hull History Management buy-out financing, July 2016, led by NVM Private Equity Other Mercia funds investing Northern 2 VCT, Northern 3 VCT Income in year Dividends nil, Loan stock interest £37,000 Key published information: Year ended 31 December 2023 £m 2022 £m Sales 8.1 7.5 EBITDA 2.1 1.7 Profit / (loss) before tax 0.8 Profit / (loss) aſter tax (0.1) 1.2 Net assets 4.1 4.2 Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 28
Cost £2.1m | (2024: £2.1m) Valuation £3.5m (2024: £3.5m) Basis of valuation Revenue multiple Equity held 6.7% (Mercia funds total 51.0%) Business Product information management soſtware Location Manchester History Development capital funding, October 2021, led by Mercia Fund Management Other Mercia funds investing Northern 2 VCT, Northern 3 VCT, Mercia Investment Plan LP, NPIF YHTV Equity LP Income in year Dividends nil, Loan stock interest nil Key published information: Year ended 30 June 2024 £m 2023 £m Sales 4.9 4.2 EBITDA (2.8) (3.3) Profit / (loss) before tax (2.9) (3.3) Profit / (loss) aſter tax (2.7) (2.7) Net assets 3.1 2.0 4 Cost £3.3m | (2024: £3.3m) Valuation £3.3m (2024: £3.3m) Basis of valuation Revenue multiple Equity held 15.1% (Mercia funds total 42.7%) Business Website to help parents and students find private tutors Location Sheffield History Development capital financing, October 2019, led by Mercia Fund Management Other Mercia funds investing Northern 2 VCT, Northern 3 VCT Income in year Dividends nil, Loan stock interest nil Key published information: Year ended 31 December 2024 £m 2023 £m Sales 4.1 4.0 EBITDA 0.5 (2.4) Profit / (loss) before tax 0.5 (2.6) Profit / (loss) aſter tax 0.5 (2.6) Net assets 1.3 0.8 5 Cost £2.7m | (2024: £2.0m) Valuation £2.7m (2024: £2.0m) Basis of valuation Revenue multiple Equity held 10.7% (Mercia funds total 37.1%) Business Call data communications analytics soſtware Location Letchworth History Development capital financing, October 2021, led by Mercia Fund Management Other Mercia funds investing Northern 2 VCT, Northern 3 VCT, Mercia Investment Plan LP Income in year Dividends nil, Loan stock interest nil Key published information: Year ended 31 March 2024 £m 2023 £m Sales 6.0 5.0 EBITDA (0.5) (1.7) Profit / (loss) before tax (3.9) (3.3) Profit / (loss) aſter tax (3.2) (2.5) Net assets 3.1 3.2 6 Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 29
7 Cost £2.6m | (2024: £2.6m) Valuation £2.6m (2024: £2.6m) Basis of valuation Revenue multiple Equity held 4.9% (Mercia funds total 55.0%) Business AI-powered cyber security consultancy Location Manchester History Development capital financing into Intechnica, December 2021, subsequent de-merger of Netacea, May 2022 Other Mercia funds investing Northern 2 VCT, Northern 3 VCT, Mercia Investment Plan LP, NPIF YHTV Equity LP Income in year Dividends nil, Loan stock interest nil Key published information: Year ended 31 March 2024 £m 2023 £m Sales 4.3 6.5 EBITDA (7.8) (9.8) Profit / (loss) before tax (10.1) (11.0) Profit / (loss) aſter tax (8.6) (9.7) Net assets 0.5 (3.8) 15 largest venture capital investments continued Cost £2.4m | (2024: £2.4m) Valuation £2.6m (2024: £2.2m) Basis of valuation Earnings multiple Equity held 24.7% (Mercia funds total 69.5%) Business Environmental biotechnology products Location Cardiff History Management buy-out financing, March 2015, led by NVM Private Equity Other Mercia funds investing Northern 2 VCT, Northern 3 VCT Income in year Dividends nil, Loan stock interest nil Key published information: Year ended 31 December 2023 £m 2022 £m Sales 12.8 10.0 EBITDA 1.3 0.4 Profit / (loss) before tax 0.4 (0.4) Profit / (loss) aſter tax 0.4 (0.4) Net assets 2.3 1.9 8 Cost £1.5m | (2024: £1.5m) Valuation £2.5m (2024: £2.2m) Basis of valuation Revenue multiple Equity held 13.6% (Mercia funds total 38.6%) Business Sale of pharmaceuticals (branded, generics, specials) Location Reading History Development capital financing, September 2018, led by NVM Private Equity Other Mercia funds investing Northern 2 VCT, Northern 3 VCT Income in year Dividends nil, Loan stock interest nil Key published information: Year ended 31 December 2024 £m 2023 £m Sales 6.1 4.9 EBITDA 0.3 (0.2) Profit / (loss) before tax (0.2) Profit / (loss) aſter tax (0.2) Net assets 0.7 0.7 9 Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 30
Cost £1.5m | (2024: £1.5m) Valuation £2.2m (2024: £1.5m) Basis of valuation Earnings multiple Equity held 8.4% (Mercia funds total 23.9%) Business Human and digital workforce management soſtware Location London History Development capital financing, April 2020, led by Mercia Fund Management Other Mercia funds investing Northern 2 VCT, Northern 3 VCT Income in year Dividends nil, Loan stock interest nil Key published information: Year ended 30 September 2024 £m 2023 £m Sales 4.6 3.5 EBITDA (0.2) (2.5) Profit / (loss) before tax (0.7) (2.4) Profit / (loss) aſter tax (0.7) (2.4) Net assets (2.7) (2.1) 10 Cost £2.0m | (2024: £2.0m) Valuation £2.2m (2024: £2.0m) Basis of valuation Revenue multiple Equity held 11.2% (Mercia funds total 32.9%) Business Social Care Management Soſtware (for care homes for the elderly or disabled) Location London History Development capital financing, June 2022, led by Mercia Fund Management Other Mercia funds investing Northern 2 VCT, Northern 3 VCT Income in year Dividends nil, Loan stock interest nil Key published information: Year ended 31 December 2024 £m 2023 £m Sales 2.2 1.4 EBITDA (1.6) (1.8) Profit / (loss) before tax (1.5) (1.8) Profit / (loss) aſter tax (1.5) (1.7) Net assets 2.2 0.7 11 Cost £2.1m | (2024: £2.1m) Valuation £2.2m (2024: £2.1m) Basis of valuation Revenue multiple Equity held 4.4% (Mercia funds total 12.8%) Business Platform connecting insurers and brokers Location Dundee History Development capital financing, December 2021, led by Mercia Fund Management Other Mercia funds investing Northern 2 VCT, Northern 3 VCT Income in year Dividends nil, Loan stock interest nil Key published information: Year ended 31 January 2024 £m 2023 £m Sales 3.6 2.6 EBITDA (2.6) (2.0) Profit / (loss) before tax (2.0) (2.0) Profit / (loss) aſter tax (2.0) (2.0) Net assets 0.8 2.8 12 Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 31
Cost £1.9m | (2024: £1.4m) Valuation £2.1m (2024: £1.6m) Basis of valuation Price of a recent investment Equity held 2.8% (Mercia funds total 8.8%) Business Simulation of cell reaction to treatment of complex disease Location London History Development capital financing, October 2022, led by Mercia Fund Management Other Mercia funds investing Northern 2 VCT, Northern 3 VCT Income in year Dividends nil, Loan stock interest nil Key published information: Year ended 31 December 2023 £m 2022 £m Sales 0.3 EBITDA (7.9) (6.0) Profit / (loss) before tax (9.4) (7.2) Profit / (loss) aſter tax (8.7) (6.8) Net assets 10.3 12.9 13 Cost £2.0m | (2024: £2.0m) Valuation £2.0m (2024: £2.0m) Basis of valuation Revenue multiple Equity held 9.8% (Mercia funds total 27.9%) Business Automated document preparation soſtware Location Birmingham History Development capital financing, June 2018, led by NVM Private Equity Other Mercia funds investing Northern 2 VCT, Northern 3 VCT Income in year Dividends nil, Loan stock interest nil Key published information: Year ended 31 December 2023 £m 2022 £m Sales 3.3 2.4 EBITDA (1.0) (1.9) Profit / (loss) before tax (1.1) (2.0) Profit / (loss) aſter tax (0.8) (1.7) Net assets 0.9 1.7 14 Cost £2.0m | (2024: N/A) Valuation £2.0m (2024: N/A) Basis of valuation Revenue multiple Equity held 3.4% (Mercia funds total 10.6%) Business Practice management soſtware for healthcare clinicians / clinics Location London History Development capital financing, October 2024, led by Mercia Fund Management Other Mercia funds investing Northern 2 VCT, Northern 3 VCT Income in year Dividends nil, Loan stock interest nil Key published information: Year ended 31 December 2023 £m 2022 £m Sales 3.7 2.4 EBITDA (2.2) (3.8) Profit / (loss) before tax (2.3) (3.8) Profit / (loss) aſter tax (2.3) (3.1) Net assets 0.2 2.1 15 15 largest venture capital investments continued Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 32
Environmental, social and governance The Company is committed to conducting its affairs responsibly and considers environmental, social and governance (ESG) issues as part of its operations. In addition to its commitment to financial performance, the Board is mindful of the impact of the Company and its investments on the environment alongside its social and corporate governance responsibilities. We recognise that the ESG regulatory and reporting landscape is subject to rapid change, and therefore the Company works closely with the Investment Adviser to ensure compliance and develop initiatives. The Company is required, under the Companies Act 2006, to provide details of environmental performance, social, human rights, employee, community issues; including information about any policies it has in relation to these matters and the effectiveness of these policies. As the Company does not have any employees, nor its own premises, the Company does not maintain specific policies in relation to these matters, however the Investment Adviser maintains its own policies as appropriate. KPI: Percentage of shareholders signed up for electronic communications Effect: Reducing the Company’s carbon emissions from its own operations Theme: Environmental KPI: Proportion of portfolio’s fair value made outside of London Effect: Improving access to capital across the UK, benefiting local communities Theme: Social KPI: The carbon emissions of the Investment Adviser were measured in the financial year Effect: Reducing the carbon emissions of our operations performed through the Investment Adviser Theme: Environmental KPI: Number of portfolio companies where the Investment Adviser has a member of staff as a statutory director Effect: Encouraging best practice directly at board level of each portfolio company Theme: Governance KPI: Proportion of the Board identifying as female Effect: Promoting diversity in leadership Theme: Social KPI: Number of portfolio companies where we have assisted in identifying board / c-suite members in the year Effect: Improving governance in portfolio companies Theme: Governance 91% (FY24: 92%) 75% (FY24: 79%) 11 (FY24: 9) 42 (FY24: 37) Carbon Emissions 50% (FY24: 25%) Responsible investment Responsible investment ESG KPIs as at 31 March 2025 Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 33
Environmental The Company is committed to investing in companies that are aware of their impact on the environment. As part of the Investment Adviser’s investment process, environmental risks associated with potential portfolio companies are evaluated. Carbon emission reporting and SECR The Streamlined Energy and Carbon Reporting (SECR) is a UK regulation that requires some large companies to report on their energy use, greenhouse gas emissions, and energy efficiency measures in their annual reports. The Company does not own or lease its own premises and does not employ any staff directly and as the Company consumes under 40MWh of energy per year, it is deemed a ‘low energy user’ and is therefore out of scope for SECR reporting. The Company’s registered office is at the Investment Adviser’s head office, which is in the process of finalising its fourth annual review of corporate carbon emissions, in collaboration with Positive Planet. It offset its emissions for the year to March 2024. More information can be found in its annual report. Task Force on Climate-related Financial Disclosures The Company is not in scope for TCFD and the Investment Adviser, due to its total assets under management being under £5 billion, is also out of scope. The Company will seek to voluntarily adopt any recommendations made by the Task Force on Climate-related Financial Disclosures (TCFD) which fall within its investment mandate as soon as reasonably practical. Portfolio carbon emissions reporting Your Board is acutely aware of the importance of measuring and reporting the impact of the Company’s complete carbon impact, including the impact of its investments in portfolio companies. Due to the early stage of its investee companies, many do not have the systems or resources in place to accurately record emissions. The Investment Adviser is focused on engaging with management teams directly, raising engagement and awareness. Instead of providing emissions data based on a large number of assumptions, the Investment Adviser will continue to monitor developments in carbon reporting frameworks and engage with third parties to assess the possibility of reporting on portfolio company level activity once meaningful, auditable data can be provided for the majority of the portfolio. Social The Company’s operations continue to provide social benefits to a wider group of stakeholders. Diversity Your Directors understand the importance of promoting diversity of the Company’s Board. The ongoing Board succession plan seeks to create a diverse group of experienced individuals. The Board had 50% representation from female directors as at 31 March 2025. The Investment Adviser has also committed to encouraging diversity, with several initiatives in place such as: Being a signatory of the Investing in Women Code, a commitment to support the advancement of female entrepreneurship in the United Kingdom by improving female entrepreneurs’ access to tools, resources and finance from the financial services sector. Adhering to an Equal Opportunities policy that values and respects all employees, irrespective of role, gender, race, age, sexual orientation or religious belief. National focus The Investment Adviser has a network of 11 locations nationwide, enabling local access to its investment team by management teams. This enables the Company to invest in companies spread across the country, not just in London. In total, 75% of the Company’s investment, measured by value, is outside of London. Governance As providers of Venture Capital with a dedicated investment team of 15 professionals that attend portfolio company board meetings, governance is an area in which your Board and the Investment Adviser strongly believe the Company can make a big impact. Investment process As part of our standard investment process we look for companies with independent and diverse boards, robust internal controls, and a commitment to ethical behaviour and transparency. Management due diligence is performed as part of the investment process, feeding into the decision process on whether to invest. In addition, each investment recommendation from the Investment Adviser includes a dedicated section discussing ESG specific risks and value creation opportunities, encouraging the Investment Adviser’s investment team and management teams to engage. Portfolio talent and operating partners The Investment Adviser has a Head of Portfolio Talent in its dedicated VCT investment team, which will strengthen the team’s credentials in appointing and retaining the most appropriate people in portfolio companies. This forms part of a wider strategy to create value, and aligns with the Board’s view that strong corporate governance is essential for long-term success. By supporting portfolio companies and surrounding them with experienced individuals we seek to strengthen each portfolio company’s internal governance framework and provide a strong culture to ‘do the right thing’. Value creation By attending board meetings and engaging with management teams, the Investment Adviser looks to encourage best practice, creating opportunities for portfolio companies to network, instilling key performance indicators and supporting coaching of portfolio company leadership teams. Highlights and initiatives Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 34
The Directors present their report and the audited financial statements for the year ended 31 March 2025. Activities and status The principal activity of the Company during the year was the making of long-term equity and loan investments, mainly in unquoted companies. The Directors have managed the affairs of the Company with the intention of maintaining its status as an approved venture capital trust for the purposes of Section 274 of the Income Tax Act 2007. The Directors consider that the Company was not at any time up to the date of this report a close company within the meaning of Chapter 2 of Part 10 of the Corporation Tax Act 2010. The Company’s registered number is 03090163. A consideration of the environmental impact of the Company’s activities is set out on page 34. Corporate Governance The statement on Corporate Governance is set out on pages 41 to 46 and is included in the Directors’ Report by reference. Results and dividend The return aſter tax for the year of £8,481,000 has been added to reserves. The final dividend of 1.6 pence per share in respect of the year ended 31 March 2024, and the interim dividend of 1.6 pence per share, in respect of the year ended 31 March 2025 were paid during the year at a cost of £6,380,000 and have been charged to reserves. The proposed final dividend of 1.5 pence per share for the year ended 31 March 2025 will, if approved by shareholders at the Annual General Meeting, be paid on 5 September 2025 to shareholders on the register on 8 August 2025. Provision of information to the auditor Each of the Directors who held office at the date of approval of this Directors’ Report confirms that, so far as they are aware, there is no relevant audit information of which the Company’s auditor is unaware and that they have taken all the steps that they could reasonably be expected to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of that information. Statement on long-term viability In accordance with the requirements of the AIC Code of Corporate Governance, the Directors have assessed the prospects of the Company over the three year period to March 2028. The Directors consider that for the purpose of this exercise it is not practical or meaningful to look forward over a period of more than three years and that the period is appropriate for a business of the Company’s nature and size. In making their assessment the Directors have carried out a robust review of the risk environment in which the Company operates, including those risks which might threaten its business model or future performance and the steps taken with a view to their mitigation (see page 21 for further details on risk management). The Directors have considered the ability of the Company to comply on an ongoing basis with the conditions for maintaining VCT approved status. The Directors have also considered the nature of the Company’s business, including its substantial reserve of cash and near-cash investments, the potential of its venture capital portfolio to generate future income and capital proceeds and the ability of the Directors to control the level of future cash outflows arising from share-buy backs, dividends and investments. When assessing the potential future cashflows of the Company, the Directors have considered various scenarios including a ‘downside case’ where potential cash inflows are severely impacted by economic disruption that equity funds raised, investment realisations and investment income all fall to nil. As detailed on page 44, the Management Engagement Committee has also considered the Company’s relationship with the Investment Adviser, Mercia, by reference to the performance of the venture capital portfolio and the expertise demonstrated by Mercia in venture capital investment. Taking into account the Company’s current position and principal risks, the Directors have concluded that there is a reasonable expectation that the Company will be able to continue in operation over the three year period and meet its liabilities as they fall due over that period. Future developments of the business are discussed in the outlook section of the Chair’s statement on page 10. Going concern The financial statements have been prepared on a going concern basis. The Directors performed an assessment of the Company’s ability to meet its liabilities as they fall due. In performing this assessment, the Directors took into consideration the uncertain economic outlook including: the investments and liquid resources held by the Company; the fact that the Company has no debt or capital commitments; the ability of the Company to meet all of its liabilities and ongoing expenses from its assets, including its period-end cash balance; revenue and operating cost forecasts for the forthcoming year; the ability of third-party service providers to continue to provide services; and potential downside scenarios including a fall in the valuation of the investment portfolio or levels of investment income. Directors’ report Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 35
Directors’ report continued Based on this assessment, the Directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements, and therefore determine the going concern basis to be appropriate. An explanation of the significant post-balance sheet events are given in the investment realisations section of the Strategic Report and in Note 21 of the financial statements. Directors None of the Directors has a service contract with the Company but each director is provided with a letter of appointment. No contract or arrangement subsisted during or at the end of the period in which any director was materially interested and which was significant in relation to the Company’s business. A list of each director who has served during the period is given on page 39. Director diversity In accordance with UKLRs 6.6.6R(10), 6.6.15 G, 11.4.23R and 11.4.24R, the Company confirms that each of the Directors of the Company was asked to confirm the gender that they identify with and their ethnicity, as of 31 March 2025. The responses have been collated and reflect the following data: Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, SID and Chair) Number in executive management Percentage of executive management Men 2 50% N / A N / A Women 2 50% 1 N / A N / A Non-binary N / A N / A All other gender identities N / A N / A Not specified / prefer not to say N / A N / A Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, SID and Chair) Number in executive management Percentage of executive management White British or other White (including minority White groups) 4 100% 1 N / A N / A Mixed / multiple ethnic groups N / A N / A Asian / Asian British N / A N / A Black / African / Caribbean / Black British N / A N / A Other ethnic group, including Arab N / A N / A Not specified / prefer not to say N / A N / A In accordance with UKLR 6.6.6R(9) and 11.4.24R, the Company confirms that it has not met the following targets: At least one member of the Board is from a minority ethnic background, excluding those listed as coming from a white ethnic background. The Board recognises the importance, value and strength of having a diverse membership. Although the key objective with any board appointment is to recruit the best person for the job, the Board has strengthened its diversity in the most recent Board appointment(s) and will continue to do so by ensuring the candidate search process utilises proven methods of appealing to a diverse mix of applicants. As at 17 June 2025, 50% of the Board are women. The Board is exclusively non-executive and as such only the position of Chair is relevant to the Board. Further the Company has not elected to appoint a Senior Independent Director. Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 36
Directors’ and officers’ liability insurance The Company has, as permitted by the Companies Act 2006, maintained insurance cover on behalf of the Directors and secretary, indemnifying them against certain liabilities which may be incurred by any of them in relation to the Company. Management Mercia took over as the Company’s Investment Adviser on 23 December 2019 aſter the novation of the pre-existing management and investment advisory agreement (management agreement) between the Company and NVM Private Equity LLP (NVM), who had acted as Investment Adviser since the Company’s inception. The principal terms of the Company’s management agreement with Mercia are set out in Note 3 to the financial statements. The Management Engagement Committee carries out a regular review of the terms of Mercia’s appointment with a view to ensuring that Mercia’s remuneration is set at an appropriate level, having regard to the nature of the work carried out and general market practice. As required by the Listing Rules, the Directors confirm that in their opinion the continuing appointment of Mercia as Investment Adviser on the terms agreed is in the interests of the Company’s shareholders as a whole. In reaching this conclusion the Directors have taken into account the performance of the investment portfolio and the efficient and effective service provided by Mercia to the Company. Remuneration receivable by the Investment Adviser The remuneration receivable by the Investment Adviser by virtue of the management agreement with the Company comprises the following: Remuneration payable by the Company Basic management fee: the Investment Adviser is entitled to receive a basic annual management fee equivalent to 2.06% of net assets, calculated half-yearly as at 31 March and 30 September. In consenting to the novation of the management and advisory agreement to Mercia in December 2019, it was agreed that the fee due on the value of liquid assets above the threshold of £20 million would continue to attract a reduced rate of 1% per annum on a permanent basis. In the year ended 31 March 2025 the basic annual management fee was £2,272,000 (year ended 31 March 2024: £2,065,000). Performance-related management fee: Performance-related management fees are payable on annual performance above the higher of the annual hurdle of 5% of opening NAV per share and the deficit to the high water mark total return brought forward (together, the ‘Excess Return’). The performance-related management fee is calculated at 14% of the Excess Return and the payment of the performance-related management fee in any one year is capped to 2.25% of the net asset value at the start of the year with the balance being deferred. There was a performance- related management fee due for the year ended 31 March 2025 of £399,000 (year ended 31 March 2024: nil). Accounting and secretarial fee: the Investment Adviser is responsible for providing accounting, administrative and secretarial services to the Company for a fee for the year of £96,000 (year ended 31 March 2024: £93,000), linked to the movement in the CPI. The total remuneration payable in aggregate to the Investment Adviser by Northern Venture Trust PLC in respect of the year, comprising the basic management fee, the performance related management fee and the accounting and secretarial fee, was £2,767,000 (year ended 31 March 2024: £2,158,000). Under current tax legislation the fees paid by the Company to the Investment Adviser are not subject to VAT. The total annual running costs of the Company, including the basic management fee and the accounting and secretarial fee but excluding the performance- related management fee, are capped at 2.9% of average net assets and any excess will be refunded to the Company by way of a reduction in the Investment Adviser’s basic management fee. The annual running costs of the Company for the year ended 31 March 2025 were equivalent to 2.39% of average net assets (year ended 31 March 2024: 2.45%). Remuneration payable by investee companies Under the management agreement, the Investment Adviser is entitled to receive fees from investee companies in respect of the arrangement of investments and the provision of non-executive directors and other advisory services. The Investment Adviser is responsible for paying the due diligence and other costs incurred in connection with proposed investments which for whatever reason do not proceed to completion. In the year ended 31 March 2025 the arrangement fees receivable by the Investment Adviser from investee companies which were attributable to investments made by Northern Venture Trust PLC amounted to £387,000 (year ended 31 March 2024: £412,000), and directors’ and monitoring fees amounted to £375,000 (year ended 31 March 2024: £343,000). Executive co-investment scheme Since 2006 the Company has, together with the other VCT funds managed by Mercia, participated in a co-investment scheme with the objective of enabling the Investment Adviser to recruit, retain and incentivise its key investment personnel. Under the scheme executives are required to invest personally (and on the same terms as the Company and other VCT funds managed by Mercia) in the ordinary share capital of every unquoted investee company in which the Company invests. Since the novation of the management agreement to Mercia, Mercia has managed a new co-investment scheme. The shares held by executives can only be sold at such time as the VCT funds advised by Mercia sell their shares and any prior ranking loan notes or preference shares held by the funds having been repaid. The executives participating in the scheme jointly subscribe for 5.0% of the non-yielding ordinary shares available to the Northern VCT funds, except in the case of investments where there is no class of yielding securities, in which case the executives jointly subscribe for 1.0% of the non- yielding ordinary shares available to the Northern VCT funds. At 31 March 2025 the Mercia co-investment scheme held investments in 46 investee companies acquired at a total cost of £948,000, of which £301,000 was attributable to investments made by the Company. Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 37
Share capital – purchase of shares During the year the Company purchased for cancellation 7,272,999 of its own shares, representing 3.8% of the called-up share capital of the Company at the beginning of the year, for a total consideration of £4,116,000. Purchases were made in line with the Company’s policy of purchasing available shares at a discount to net asset value. At the Annual General Meeting held in July 2024 shareholders authorised the Company to purchase in the market up to 20,269,518 ordinary shares (equivalent to approximately 10% of the issued ordinary share capital of the Company at the date of the notice of the Annual General Meeting) at a maximum price per share of not more than 105% of the average market value for the ordinary shares in the Company for the five business days prior to the date on which the ordinary shares were purchased. As at 31 March 2025 this authority remained effective in respect of 15,042,779 shares; the authority will lapse at the conclusion of the Annual General Meeting of the Company on 5 August 2025. Share capital – issue of shares During the year the Company issued a total of 14,020,067 new ordinary shares, for a cash consideration of £8,435,000 (net of the dividend reinvestment scheme and share offer costs). At the 2024 Annual General Meeting, held on 30 July 2024, shareholders authorised the Company to generally allot shares up to a maximum nominal value of £10,134,759.20 (being 40,529,037 ordinary shares) as if any rights of pre-emption did not apply to such allotment. As at 31 March 2025 this authority remained effective in respect of 38,743,277 shares; the authority will lapse at the conclusion of the 2025 Annual General Meeting of the Company on 5 August 2025. Share capital – rights The rights attaching to shares are detailed in the Corporate Governance section on page 45. Fixed assets Movements in fixed asset investments during the year are set out in Note 8 to the financial statements. Financial Instruments The Company’s financial instruments comprise its investment portfolio, cash and cash equivalent balances, debtors and creditors that arise directly from its operations such as sales and purchases awaiting settlement and accrued income. The financial risk management objectives and policies arising from its financial instruments and the exposure of the Company to risk are disclosed in Note 18 to the financial statements. Energy and carbon The Company consumes under 40MWh of energy per year and is deemed a ‘low energy user’ for the Streamlined Energy and Carbon Reporting (SECR) UK regulation, see page 34 for more details. Events aſter the balance sheet date Details of events aſter the balance sheet date are in Note 21 of the financial statements on page 72. Annual General Meeting Notice of the 2025 Annual General Meeting to be held on 5 August 2025 is set out in a separate circular to shareholders along with explanatory comments on the resolutions. Substantial shareholdings No disclosures of major shareholdings had been made to the Company under Disclosure and Transparency Rule 5 (Vote Holder and Issuer Notification Rules) as at the date of this report. Independent auditor The Audit & Risk Committee annually reviews and evaluates the standard and quality of service provided by the Auditor, as well as value for money in the provision of these services. Following the completion of the audit tender process, details on page 43, a resolution to confirm the appointment of Johnston Carmichael LLP as the Company’s Auditor will be put to the annual general meeting. By order of the Board Mercia Company Secretarial Services Limited Company Secretary 17 June 2025 Directors’ report continued Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 38
This report has been prepared by the Directors in accordance with the requirements of Section 420 of the Companies Act 2006. A resolution to approve the Directors’ Remuneration Report will be proposed at the Annual General Meeting on 5 August 2025. The Company’s independent auditor, Forvis Mazars LLP, is required to give its opinion on certain information included in this report, as indicated below. The auditor’s report on these and other matters is set out on pages 48 to 52. Directors’ remuneration policy The Board currently comprises four directors, all of whom are non-executive. The Board does not have a separate Remuneration Committee, as the Company has no employees or executive directors. The Board has established a Nomination Committee, chaired by Ms Hudson and comprising all of the Directors, which meets annually (or more frequently if required) to consider the selection and appointment of directors and to make recommendations to the Board as to the level of directors’ fees. The Board has not retained external advisers in relation to remuneration matters but has access to information about directors’ fees paid by other companies of a similar size and type. The Board considers that directors’ fees should reflect the time commitment required and the high level of responsibility borne by directors. It is not considered appropriate that either new or existing directors’ remuneration should be performance-related, and none of the Directors are eligible for bonuses, pension benefits, share options, long-term incentive schemes or other benefits in respect of their services as non-executive directors of the Company. The articles of association place an overall limit (currently £200,000 per annum) on directors’ remuneration. The articles of association provide that Directors shall retire and be subject to re-election at the first annual general meeting aſter their appointment and that any director who was not appointed or re-appointed at one of the preceding two annual general Table 1: Directors’ fees Year ended 31 Mar 2025 £ Year ended 31 Mar 2024 £ 2025 change 2024 change 2023 change 2021 change 2020 change D N Hudson (Chair) 36,846 30,000 33% S J Constantine (resigned 30 July 2024) 13,385 40,000 4% 10% R J Green (resigned 30 July 2024) 11,712 35,000 10% 28% T R Levett (resigned 21 July 2023) 9,231 D A Mayes 30,000 30,000 6% 13% J E Milad (appointed 21 August 2024) 18,346 B A Sutcliffe (appointed 1 April 2024) 33,481 Total 143,770 144,231 For the purpose of comparison, percentage changes are based on pro rata fees. Directors’ remuneration report meetings shall retire and be subject to re-election at each annual general meeting. As a matter of good practice, the Board has adopted the 2024 AIC Code recommendation that all Directors should seek annual re-election. None of the Directors have a service contract with the Company. On being appointed or re-elected, Directors receive a letter from the Company setting out the terms of their appointment and their specific duties and responsibilities. A director’s appointment may be terminated on three months’ notice being given by the Company and in certain other circumstances. A director who ceases to hold office is not entitled to receive any payment other than accrued fees (if any) for past services. An ordinary resolution to approve the Director’s remuneration policy of the Company was approved by shareholders at the general meeting of the Company on 12 January 2023 and remains in force for a three-year period. Directors’ remuneration for the year ended 31 March 2025 (audited information) The fees paid to individual Directors in respect of the years ended 31 March 2025 and 31 March 2024, which represent the entire remuneration payable to the Directors, are shown in Table 1. Directors’ share interests (audited information) The interests of the Directors of the Company (including the interests of their connected persons) in the issued ordinary shares of the Company, at the beginning of the year, at the end of the year and at the date of this report, are shown in Table 2. All of the Directors’ share interests were held beneficially. The Company has not set out any formal requirements or guidelines to the Directors concerning their ownership of shares in the Company. Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 39
Year to 31 March 2025 £000 Year to 31 March 2024 £000 Percentage change Total Directors’ fees 144 144 0% Total expenses 3,271 2,706 21% Total dividends paid 6,381 6,539 (2)% Net asset value 121,251 114,831 6% Relative importance of spend on pay The below table is required to be included in accordance with The Large and Medium Sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2008. It should be noted that the figures below are not directly comparable due to: The payment of the final dividend for the prior year within the current financial year; and The fundraising which was conducted in the year Company performance The graph below compares the total return (assuming re- investment of all dividends) to shareholders in the Company over the five years ended 31 March 2025 with the total return from the FTSE All-Share index over the same period. Statement of voting at annual general meeting At the Annual General Meeting on 30 July 2024 the resolution to approve the Directors’ Remuneration Report for the period ended 31 March 2024 was approved by a show of hands. 91.0% of the proxy votes received in relation to the resolution were either for or discretionary. 5.9% of the proxy vote received voted against the resolution. Communications received from shareholders in relation to the resolution were addressed by the Chair at the Annual General Meeting. Shareholders’ views are always welcomed and considered by the Board. Statement by the Chair of the Nomination Committee In accordance with the Directors’ remuneration policy, Directors’ fees were reviewed by the Nomination Committee during its meeting on 4 February 2025, when it was decided there would be no increase in Directors’ fees which remain at the levels effective since 1 April 2022, £40,000 per annum for the Chair, £35,000 per annum for the Chair of the Audit & Risk Committee and £30,000 per annum for other Directors. By order of the Board D N Hudson Chair of the Nomination Committee 17 June 2025 Table 2: Directors’ interests in ordinary shares 17 June 2025 Number of shares 31 March 2025 Number of shares 31 March 2024 Number of shares D N Hudson (Chair) 154,701 121,890 121,890 S J Constantine N / A N / A 498,428 R J Green N / A N / A 296,247 D A Mayes 2,265,782 1,937,663 1,937,663 J E Milad N/A B A Sutcliffe N/A Directors’ remuneration report continued Five years to 31 March 2025 (March 2020= 100) Return to shareholders in Northern Venture Trust PLC 170 160 150 140 130 120 110 100 180 2020 2021 2022 2023 2024 2025 Northern Venture Trust NAV total return Northern Venture Trust share price total return FTSE All-Share index total return Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 40
The Board of Northern Venture Trust PLC has considered the Principles and Provisions of the Association of Investment Companies Code of Corporate Governance (AIC Code). The AIC Code addresses the Principles and Provisions set out in the UK Corporate Governance Code (the UK Code), adapts the UK Code to make the Principles and Provisions relevant for investment companies and, sets out additional Provisions on issues that are of specific relevance to the investment companies. The Board considers that reporting against the Principles and Provisions of the AIC Code, which has been endorsed by the Financial Reporting Council, provides more relevant information to shareholders than reporting against the UK Code. The AIC Code is available on the AIC website (www.theaic.co.uk). The Company is committed to maintaining high standards in corporate governance and during the year ended 31 March 2025 has complied with the Principles and Provisions of the AIC Code, with the exception of provisions 13, 14, 24 and 25 which have not been applied on the occasions and for the reasons detailed below. Board of Directors The Company has a board of four non-executive directors, all of whom are considered to be independent of the Company’s Investment Adviser, Mercia Fund Management Limited (Mercia). The Board meets regularly in person or by conference call five times each year, and on other occasions as required. The Board is responsible to shareholders for the effective stewardship of the Company’s affairs and has a formal schedule of matters specifically reserved for its decision which include: consideration of long-term strategic issues; valuation of the unquoted investment portfolio; and ensuring the Company’s compliance with good practice in corporate governance matters. A brief biographical summary of each director is given on pages 12 and 13. The Chair, Deborah Hudson, leads the Board in the determination of its strategy and in the achievement of its objectives. The Chair is responsible for organising the business of the Board, ensuring its effectiveness and setting its agenda, and has no involvement in the day-to-day business of the Company. She facilitates the effective contribution of the Directors and ensures that they receive accurate, timely and clear information and that they communicate effectively with shareholders. The Board has established a formal process, led by the Chair, for the annual evaluation of the performance of the Board, its principal committees and individual directors. The Directors are made aware on appointment that their performance will be subject to regular evaluation. The performance of the Chair is evaluated by the other board members using a structured feedback process. The Chair has not felt that an external Board review is necessary. The Company Secretary, Mercia Company Secretarial Services Limited is responsible for advising the Board through the Chair on all governance matters. All of the Directors have access to the advice and services of the Company Secretary, who has administrative responsibility for the meetings of the Board and its committees. Directors may also take independent professional advice at the Company’s expense where necessary in the performance of their duties. The Company’s articles of association and the schedule of matters reserved to the Board for decision provide that the appointment and removal of the Company Secretary is a matter for the Board. Regarding provision 14 of the AIC Code, which recommends the appointment of a senior independent non-executive director to provide a sounding board for the Chair and serve as an intermediary for the other directors and shareholders, the Board has opted not to do so. The Board has concluded that given the size and composition of the Board (consisting entirely of experienced non-executive directors), the appointment of a senior independent non-executive director is not appropriate: 1. the Chair has the ability to use each of the Directors as a sounding board as required from time to time; 2. the Board members have confirmed that given the access they have to the Chair, they do not require another director to act as an intermediary on their behalf. The Directors do not consider that appointing a senior non-executive would provide any benefit to shareholders, who already have the ability to contact the Company, Board and its Investment Adviser through a variety of channels. Providing another director as a point of access would not enhance this process. 3. Board members formally assess the Chair’s performance annually without input from the Chair and there is no need to appoint a senior non-executive in respect of this process. The articles of association provide that Directors shall retire and be subject to re-election at the first annual general meeting aſter their appointment and that any director who was not appointed or re-appointed at one of the preceding two annual general meetings shall retire and be subject to re-election at each annual general meeting. However the Board has as a matter of good practice adopted the AIC Code recommendation that all Directors should seek annual re-election. Corporate governance Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 41
Corporate governance continued Independence of Directors The Board regularly reviews the independence of its members and is satisfied that the Company’s Directors are independent in character and judgement and there are no relationships or circumstances which could affect their objectivity. Provision 13 of the AIC Code recommends that where a director has served for more than nine years, the Board should state its reasons for believing that the individual remains independent. The Board is of the view that a term of service in excess of nine years is not in itself prejudicial to a director’s or chair’s ability to carry out their duties effectively and from an independent perspective; the nature of the Company’s business is such that individual directors’ experience and continuity of board membership can significantly enhance the effectiveness of the Board as a whole. The AIC Code (provision 24) recommends determining and disclosing a policy on the tenure of the Chair. The Company does not have a set limit on the tenure of the members of the Board or the Chair, however the Chair does follow provision 12 of the AIC Code, namely that they avoid relationships which might compromise independence throughout their tenure. The Board has as a matter of good practice adopted the AIC Code recommendation that all directors should seek annual re-election, and acknowledges that regular refreshment of its membership is desirable. Board committees The Board has appointed three standing committees to make recommendations to the Board in specific areas. The Board does not have a separate Remuneration Committee, as the Company has no employees or executive directors. Detailed information relating to the remuneration of directors is given in the Directors’ Remuneration Report on pages 39 and 40. Audit & Risk Committee During the year, the Audit & Risk Committee comprised: Ms B A Sutcliffe (Chair from 30 July 2024) Mr R J Green (retired as Chair on 30 July 2024) Mr S J Constantine (retired on 30 July 2024) Ms D N Hudson Mr D A Mayes Mr J E Milad (appointed on 21 August 2024) The Audit & Risk Committee’s terms of reference include the following roles and responsibilities: monitoring and making recommendations to the Board in relation to the Company’s published financial statements and other formal announcements relating to the Company’s financial performance; monitoring and making recommendations to the Board in relation to the valuation of the Company’s unquoted investments; monitoring and making recommendations to the Board in relation to the Company’s internal control (including internal financial control) and risk management systems; periodically considering the need for an internal audit function; making recommendations to the Board in relation to the appointment, re-appointment and removal of the external auditor and approving the remuneration and terms of engagement of the external auditor; reviewing and monitoring the external auditor’s independence and objectivity and the effectiveness of the audit process, taking into consideration relevant UK professional and regulatory requirements; monitoring the extent to which the external auditor is engaged to supply non-audit services; and ensuring that the Investment Adviser has arrangements in place for the investigation and follow-up of any concerns raised confidentially by staff in relation to the propriety of financial reporting or other matters. The Audit & Risk Committee reviews its terms of reference and its effectiveness annually and recommends to the Board any changes required as a result of the review. The terms of reference are available on request from the Company Secretary and on the Company’s website. The Audit & Risk Committee ordinarily meets four times per year and has direct access to Forvis Mazars LLP, the Company’s external auditor. The Board considers that the members of the Audit & Risk Committee are independent and have collectively the skills and experience required to discharge their duties effectively, and that the Chair of the Audit & Risk Committee meets the requirements of the AIC Code as to recent and relevant financial experience. During the year ended 31 March 2025 the Company did not have an independent internal audit function as it is not deemed necessary given the size of the Company and the nature of the Company’s business. However, the Audit & Risk Committee considers annually whether there is a need for such a function and makes a recommendation to the Board. During the year ended 31 March 2025 the Audit & Risk Committee discharged its responsibilities by: reviewing and approving the external auditor’s terms of engagement, remuneration and independence; reviewing the external auditor’s plan for the audit of the Company’s financial statements, including identification of key risks and confirmation of auditor independence; reviewing the Investment Adviser’s statement of internal controls operated in relation to the Company’s business and assessing the effectiveness of those controls in minimising the impact of key risks; reviewing periodic reports on the effectiveness of the Investment Adviser’s compliance procedures; reviewing the appropriateness of the Company’s accounting policies; reviewing the Company’s draſt annual financial statements and half-yearly results statement prior to board approval, including the proposed fair value of investments; Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 42
reviewing the external auditor’s detailed reports to the Audit & Risk Committee on the annual financial statements; reviewing the taxation advisers’ VCT status monitoring and compliance reports; and considering the effectiveness of the external audit process. The key area of risk that has been identified and considered by the Audit & Risk Committee in relation to the business activities and financial statements of the Company is the valuation and existence of unquoted investments, particularly in light of economic uncertainty caused by inflationary pressures, higher interest rates, global economic slowdown and geopolitical tensions. Another important area of risk that is considered by the Audit & Risk Committee is compliance with HM Revenue & Customs conditions for maintenance of approved venture capital trust status. These issues were discussed with the Investment Adviser and the auditor at the pre-year end audit planning meeting and at the conclusion of the audit of the financial statements. Valuation of unquoted investments: the Investment Adviser confirmed to the Audit & Risk Committee that the investment valuations had been carried out consistently with prior periods and in accordance with published industry guidelines, taking account of the latest available information about investee companies and current market data. The Audit & Risk Committee reviewed the estimates and judgements used in the investment valuations and was satisfied that the final valuations are appropriate. Venture capital trust status: the Investment Adviser confirmed to the Audit & Risk Committee that the conditions for maintaining the Company’s status as an approved venture capital trust had been complied with throughout the year. The position was also confirmed and reported on by Philip Hare & Associates LLP in its capacity as adviser to the Company on taxation matters and the relevant report was reviewed by the Audit & Risk Committee. The Investment Adviser and auditor confirmed to the Audit & Risk Committee that they were not aware of any material misstatements. Having reviewed the reports received from the Investment Adviser and auditor, the Audit & Risk Committee is satisfied that the key areas of risk and judgement have been appropriately addressed in the financial statements and that the significant assumptions used in determining the value of assets and liabilities have been properly appraised and are sufficiently robust. The Audit & Risk Committee considers that Forvis Mazars LLP has carried out its duties as auditor in a diligent and professional manner. Following a detailed review of the draſt annual report, the Audit & Risk Committee concluded that, taken as a whole, it considered it to be fair, balanced and understandable. The Audit & Risk Committee recommended to the Board that the Directors’ responsibilities statement in respect of the annual report and the financial statements, should be signed accordingly. The Audit & Risk Committee regularly reviews and monitors the auditor’s effectiveness and independence. Forvis Mazars LLP has confirmed that it is independent of the Company and has complied with the applicable auditing standards. In accordance with professional guidelines the engagement leader is rotated aſter at most five years, this is the first year that the current partner has served. As part of its review, the Audit & Risk Committee considers the nature and extent of non-audit services supplied by the auditor, all of which must be approved by the Audit & Risk Committee. There were no non-audit services contracted for during the year. During the year the Audit & Risk Committee commenced a formal audit tender process, and several firms were invited to tender. The most recent audit tender was conducted in 2020, and the Committee thought it was appropriate to undertake a formal tender process to evaluate and review the provision of the audit services in the market place. During the audit tender process, prospective auditors were evaluated using guidance issued by the Financial Reporting Council and the Board completed a two- stage process which considered and evaluated relevant expertise, audit firm quality, audit firm resilience and value for money. Following the completion of the audit tender process, the Audit and Risk Committee recommended that Johnston Carmichael LLP be appointed as the Company’s new Auditor. Accordingly, resolution 9 in the Notice of the Annual General Meeting proposes the appointment of Johnston Carmichael LLP as the Company’s auditor. Nomination Committee During the year the Nomination Committee comprised: Ms D N Hudson (Chair from 30 July 2024) Mr S J Constantine (retired as Chair on 30 July 2024) Mr R J Green (retired on 30 July 2024) Mr D A Mayes Mr J E Milad (appointed 21 August 2024) Ms B A Sutcliffe The Nomination Committee considers the selection and appointment of directors and makes annual recommendations to the Board as to the level of the Directors’ fees. The Nomination Committee monitors the balance of skills, knowledge, diversity and experience offered by board members, and satisfies itself that they are able to devote sufficient time to carry out their role efficiently and effectively. When recommending new appointments to the Board the Nomination Committee draws on its members’ extensive business experience and range of contacts to identify suitable candidates and would consider the use of formal advertisements and external consultants where appropriate. The Nomination Committee recognises the benefits of diversity in the constitution of the Board and it is the Nomination Committee’s intention that the diversity of representation on the Board will continue to have an experienced and diverse Board in place. New directors are provided with briefing material relating to the Company, its Investment Adviser and the venture capital industry as well as to their own legal responsibilities as directors. The Nomination Committee has written terms of reference which are reviewed annually and are available on request from the Company Secretary and on the Company’s website. Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 43
Corporate governance continued The Nomination Committee met during the year to commence the search process that resulted in the appointment of John E Milad. The search was exclusively assisted by Lisa Ward, Head of Value Creation at Mercia Fund Management Limited, drawing candidates from Mercia’s extensive network of non- executive directors. No fee was paid to the Investment Adviser in respect of this project. AIC Code provision 25 states that open advertising and / or an external search consultancy should generally be used for the appointment of non-executive directors. The Committee was satisfied that the search process carried out by the Investment Adviser was sufficiently broad and delivered an exceptional pool of candidates, such that it was acceptable not to comply with the Code on this occasion. In anticipation of the retirement from the Board of Simon Constantine and Richard Green, the Nomination Committee assessed the skillset and experience of the remaining Board members and sought to recruit candidates with complementary experience to ensure a balanced and appropriately qualified Board. The Nomination Committee also instructed that the search should draw a diverse pool of candidates. Candidates were subject to a two-stage interview process and the offer made to the successful candidate was formally approved by the Board of Directors. Management Engagement Committee During the year the Management Engagement Committee comprised: Ms D N Hudson (Chair from 30 July 2024) Mr S J Constantine (retired as Chair on 30 July 2024) Mr R J Green (retired on 30 July 2024) Mr D A Mayes Mr J E Milad (appointed on 21 August 2024) Ms B A Sutcliffe The Management Engagement Committee undertakes a periodic review of the performance of the Investment Adviser, Mercia, and of the terms of the management agreement including the level of fees payable and the length of the notice period. The principal terms of the agreement are set out in Note 3 to the financial statements on page 60. Following the latest review by the Management Engagement Committee, the Board concluded that the continuing appointment of Mercia was in the interests of the Company and its shareholders as a whole. Mercia has demonstrated its commitment to, and expertise in, venture capital investment since their appointment. Mercia has also performed its company secretarial and accounting duties efficiently and effectively. Attendance at Board and Committee meetings Table 1 sets out the number of substantive Board and Committee meetings held during the year ended 31 March 2025 and the number attended by each director compared with the maximum possible attendance. Table 1: Directors’ attendance at meetings Board Audit & Risk Committee Nomination Committee Management Engagement Committee Number of meetings held 5* 4 2 1 Attendance (actual / possible): D N Hudson (Chair) 5 / 5 4 / 4 2 / 2 1 / 1 S J Constantine 2 / 2 2 / 2 N / A N / A R J Green 2 / 2 2 / 2 N / A N / A D A Mayes 5 / 5 4 / 4 2 / 2 1 / 1 J E Milad 3 / 3 2 / 2 1 / 1 1 / 1 B A Sutcliffe 5 / 5 4 / 4 2 / 2 1 / 1 * In addition to the five meetings of the Board held in person during the year, there were a further 12 meetings held by conference call. Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 44
Corporate responsibility The Board aims to ensure that the Company takes a positive approach to corporate responsibility, in relation both to itself and to the companies it invests in. This entails maintaining a responsible attitude to ethical, environmental, governance and social issues, and the encouragement of good practice in investee companies. The Board seeks to avoid investing in companies which do not operate within relevant ethical, environmental and social legislation or otherwise fail to comply with appropriate industry standards. Investor relations In fulfilment of the Chair’s obligations under the AIC Code, the Chair gives feedback to the Board on any issues raised with her by shareholders with a view to ensuring that members of the Board develop an understanding of the views of shareholders about their Company. The Board recognises the value of maintaining regular communications with shareholders. Formal reports are sent to shareholders at the year-end in accordance with their communication preferences, and an opportunity is given to shareholders at each annual general meeting to question the Board and the Investment Adviser on matters relating to the Company’s operation and performance. The Investment Adviser holds an annual VCT investor seminar to which shareholders are invited. Proxy voting figures for each resolution are announced at general meetings and are made available publicly following the relevant meeting. Further information can also be obtained via the Company’s website found at www.mercia.co.uk/vcts/nvt/. Internal control The Directors have overall responsibility for ensuring that there are in place robust systems of internal control, both financial and non-financial, and for reviewing their effectiveness. The purpose of the internal financial controls is to ensure that proper accounting records are maintained, the Company’s assets are safeguarded and the financial information used within the business and for publication is accurate and reliable; such a system can provide only reasonable and not absolute assurance against material misstatement or loss. The Board regularly reviews financial performance and results with the Investment Adviser. Responsibility for accounting and secretarial services has been contractually delegated to Mercia under the management agreement. Mercia has established its own system of internal controls in relation to these matters, details of which have been reviewed by the Audit & Risk Committee. Non-financial internal controls include the systems of operational and compliance controls maintained by the Investment Adviser in relation to the Company’s business as well as the management of key risks as referred to in the section headed ‘Risk management’ below. The Directors confirm that by means of the procedures set out above, and in accordance with ‘Guidance on Risk Management, Internal Control and Related Financial and Business Reporting’, published by the Financial Reporting Council, they have established a continuing process for identifying, evaluating and managing the significant potential risks faced by the Company and have reviewed the effectiveness of the internal control systems. This process has been in place throughout, and subsequent, to the accounting year under review. Risk management Risk management is discussed in the strategic report on page 21. Share capital, rights attaching to the shares and restrictions on voting and transfer As at 31 March 2025 there were 197,207,946 ordinary shares in issue (as at that date none of the issued shares were held by the Company as treasury shares). Subject to any suspension or abrogation of rights pursuant to relevant law or the Company’s articles of association, the shares confer on their holders (other than the Company in respect of any treasury shares) the following principal rights: (a) the right to receive out of profits available for distribution such dividends as may be agreed to be paid (in the case of a final dividend in an amount not exceeding the amount recommended by the Board as approved by shareholders in a general meeting or in the case of an interim dividend in an amount determined by the Board). All dividends unclaimed for a period of 12 years aſter having become due for payment are forfeited automatically and cease to remain owing by the Company; (b) the right, on a return of assets on a liquidation, reduction of capital or otherwise, to share in the surplus assets of the Company remaining aſter payment of its liabilities pari passu with the other holders of ordinary shares; and (c) the right to receive notice of and to attend and speak and vote in person or by proxy at any general meeting of the Company. On a show of hands every member present or represented and voting has one vote and on a poll every member present or represented and voting has one vote for every share of which that member is the holder; the appointment of a proxy must be received not less than 48 hours before the time of the holding of the relevant meeting or adjourned meeting or, in the case of a poll taken otherwise than at or on the same day as the relevant meeting or adjourned meeting, be received aſter the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll. Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 45
These rights can be suspended. If a member, or any other person appearing to be interested in shares held by that member, has failed to comply within the time limits specified in the Company’s articles of association with a notice pursuant to Section 793 of the Companies Act 2006 (notice by company requiring information about interests in its shares), the Company can until the default ceases suspend the right to attend and speak and vote at a general meeting and if the shares represent at least 0.25% of their class the Company can also withhold any dividend or other money payable in respect of the shares (without any obligation to pay interest) and refuse to accept certain transfers of the relevant shares. Shareholders, either alone or with other shareholders, have other rights as set out in the Company’s articles of association and in the Companies Act 2006. A member may choose whether their shares are evidenced by share certificates (certificated shares) or held in electronic (uncertificated) form in CREST (the UK electronic settlement system). Any member may transfer all or any of their shares, subject in the case of certificated shares to the rules set out in the Company’s articles of association or in the case of uncertificated shares to the regulations governing the operation of CREST (which allow the Directors to refuse to register a transfer as therein set out); the transferor remains the holder of the shares until the name of the transferee is entered in the register of members. The Directors may refuse to register a transfer of certificated shares in favour of more than four persons jointly or where there is no adequate evidence of ownership or the transfer is not duly stamped (if so required). The Directors may also refuse to register a share transfer if it is in respect of a certificated share which is not fully paid up or on which the Company has a lien provided that, where the share transfer is in respect of any share admitted to the Official List maintained by the UK Listing Authority, any such discretion may not be exercised so as to prevent dealings taking place on an open and proper basis, or if in the opinion of the Directors (and with the concurrence of the UK Listing Authority) exceptional circumstances so warrant, provided that the exercise of such power will not disturb the market in those shares. Whilst there are no squeeze-out and sell out rules relating to the shares in the Company’s articles of association, shareholders are subject to the compulsory acquisition provisions in Sections 974 to 991 of the Companies Act 2006. Amendment of articles of association The Company’s articles of association may be amended by the members of the Company by special resolution (requiring a majority of at least 75% of the persons voting on the relevant resolution). Appointment and replacement of Directors A person may be appointed as a Director of the Company by the shareholders in a general meeting by ordinary resolution (requiring a simple majority of the persons voting on the relevant resolution) or by the Directors; no person, other than a director retiring by rotation or otherwise, shall be appointed or re- appointed as director at any general meeting unless he or she is recommended by the Directors or, not less than seven or more than 42 clear days before the date appointed for the meeting, notice is given to the Company of the intention to propose that person for appointment or re-appointment in the form and manner set out in the Company’s articles of association. Each Director who is appointed by the Directors (and who has not been elected as a Director of the Company by the members at a general meeting held in the interval since their appointment as a Director of the Company) is to be subject to election as a Director of the Company by the members at the first annual general meeting of the Company following their appointment. At each annual general meeting of the Company, any director who was not appointed or re-appointed at one of the preceding two annual general meetings shall retire and be subject to re-election. As a matter of good practice, the Board has adopted the AIC Code recommendation that all directors should seek annual re-election. The Companies Act 2006 allows shareholders in general meeting by ordinary resolution (requiring a simple majority of the persons voting on the relevant resolution) to remove any director before the expiration of his or her period of office, but without prejudice to any claim for damages which the director may have for breach of any contract of service between him or her and the Company. A person also ceases to be a director if they resign in writing, cease to be a director by virtue of any provision of the Companies Act, become prohibited by law from being a director, become bankrupt or is the subject of a relevant insolvency procedure, or becomes of unsound mind, or if the Board so decides following at least six months’ absence without leave or if they become subject to relevant procedures under the mental health laws, as set out in the Company’s articles of association. Powers of the Directors The Company’s articles of association specify that, subject to the provisions of the Companies Act 2006 and articles of association of the Company and any directions given by shareholders by special resolution, the business of the Company is to be managed by the Directors, who may exercise all the powers of the Company, whether relating to the management of the business or not, except where the Companies Act 2006 or the articles of association of the Company otherwise require. In particular the Directors may exercise on behalf of the Company its powers to purchase its own shares to the extent permitted by shareholders. Authority was given at the Company’s 2024 Annual General Meeting to make market purchases of up to 20,269,518 ordinary shares at any time up to the 2025 Annual General Meeting and otherwise on the terms set out in the relevant resolution, and authority is being sought at the Annual General Meeting to be held on 5 August 2025 as set out in a separate circular. By order of the Board Mercia Company Secretarial Services Limited Company Secretary 17 June 2025 Corporate governance continued Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 46
Directors’ responsibilities statement The Directors are responsible for preparing the annual report and financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law they are required to prepare the financial statements in accordance with UK accounting standards, 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 of the Company and of its profit or loss for the year. In preparing these financial statements, the Directors are required to: select suitable accounting policies and then apply them consistently; make judgements and 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; assess the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. 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 its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities. Under applicable law and regulations, the Directors are also responsible for preparing a strategic report, Directors’ Report, Directors’ Remuneration Report and Corporate Governance Statement that complies with that law and those regulations. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Responsibility statement of the Directors in respect of the annual report and financial statements for the year ended 31 March 2025 We confirm that to the best of our knowledge: the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and the strategic report and Directors’ Report includes a fair review of the development and performance of the business and the position of the issuer, together with a description of the principal risks and uncertainties that they face. We consider the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy. By order of the Board Mercia Company Secretarial Services Limited Company Secretary 17 June 2025 Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 47
Independent auditor’s report Opinion We have audited the financial statements of Northern Venture Trust PLC (the ‘Company’) for the year ended 31 March 2025 which comprise the Income Statement, the Balance Sheet, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice). In our opinion, the financial statements: give a true and fair view of the state of the Company’s affairs as at 31 March 2025 and of the Company’s return for the year then ended; have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the “Auditor’s responsibilities for the audit of the financial statements” section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed and public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Conclusions relating to going concern In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our audit procedures to evaluate the Directors’ assessment of the Company’s ability to continue to adopt the going concern basis of accounting included but were not limited to: Undertaking an initial assessment at the planning stage of the audit to identify events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern; Reviewing the Directors’ going concern assessment that includes the analysis of the Company’s medium term viability over the three years to 31 March 2028, as well as a ‘most likely’ (base case) scenario and a ‘downside case’ scenario, as approved by the Board of Directors on 30 May 2025; Making enquiries of the Directors to understand the period of assessment they considered, the assumptions made, the completeness of adjustments made, and the implication of those when assessing the ‘base case’ scenario and the ‘downside case’ scenario. This included examining the minimum cash inflow and committed outgoings; Assessing the cash flow forecasts for the ‘base case’ and ‘downside case’ scenarios and challenging the Directors’ assumptions to evaluate whether their conclusion on the Company’s liquidity position under both scenarios was reasonable under both scenarios reasonable; Considering the consistency of the Directors’ forecasts with other areas of the financial statements and our audit; and Evaluating the appropriateness of the Directors’ disclosures in the financial statements on going concern. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. In relation to the Company’s reporting on how it has applied the Association of Investment Companies Code of Corporate Governance (“AIC Code”), we have nothing material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We summarise below the key audit matters in forming our opinion above, together with an overview of the principal audit procedures performed to address each matter and our key observations arising from those procedures. These matters, together with our findings, were communicated to those charged with governance through our Audit Completion Report. Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 48
Key Audit Matter How our scope addressed this matter Valuation and existence of the unquoted investments portfolio (as described on page 42 in the Audit and Risk Committee section of the Corporate Governance Report, and as per the accounting policy set out on page 58 and Note 8 of the financial statements on pages 62 to 63). Unquoted investments held as of 31 March 2025 were valued at £91.3 million (year ended March 2024: £79.9 million). Risk The Company has a significant portfolio of unquoted investments. These investments are measured at fair value, which is established in accordance with the International Private Equity and Venture Capital Valuation Guidelines by using measurements of value such as price of recent transactions subsequently calibrated, revenue and EBITDA multiples. Within these valuations there are a significant level of judgements made in ascertaining the fair value. There is therefore a risk that the judgements made under each valuation methodology may lead to a material misstatement of the investment values. Additionally, there is a risk that investments recorded might not exist or might not be owned by the Company. We therefore identified the valuation and existence of unquoted investments as a key audit matter, as it had a significant effect on our overall audit strategy and our allocation of resources. Our audit procedures included, but were not limited to: Performing a walkthrough of Management’s process around investment recording and valuations and evaluating the design and implementation of the relevant controls in place; Engaging our internal valuation experts in considering whether the techniques and methodologies applied for valuing unquoted investments are in accordance with published guidance, and specifically the International Private Equity and Venture Capital Valuation Guidelines. Their involvement included the challenge of the assumptions used by Management when deriving the fair value of investments, including the calibration / appropriateness of results based on investment progress and results achieved by investee companies; For investments acquired close to the year end and valued using the recent transaction method, we have obtained an understanding of the circumstances surrounding the transaction and whether it is considered to be carried out on an arms’ length basis (being therefore a suitable input into the valuation); Examining past data comparison points to understand variations in data and valuation model drivers; Ascertaining the existence of investment holdings by agreeing the holdings to share certificates and loan certificates, and inspecting the Companies House documentation to verify total share capital of the investees; and Assessing the adequacy and appropriateness of disclosures of unquoted investments in accordance with the relevant accounting standards, including the considerations of the potential effect of changing one or more inputs to reasonably possible alternative valuation assumptions, including within the sensitivity disclosures prepared by the Company. Our observations Based on the procedures performed and the audit evidence obtained, we noted no issues with the existence or valuation assertions of unquoted investments as at 31 March 2025. We conclude that the balance is reasonable and performed in accordance with the guidelines stated above. Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 49
Our application of materiality and an overview of the scope of our audit The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and on the financial statements as a whole. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows: Overall materiality £1,213,000 (year ended March 2024: £1,145,000) How we determined it The overall materiality level has been calculated with reference to the Company’s net assets, of which it represents approximately 1% (year ended March 2024: approximately 1% of net assets). Rationale for benchmark applied Net assets have been identified as the principal benchmark within the financial statements as they are considered to be the main focus of the shareholders. The significant degree of judgements underpinning the valuation of unquoted investments is the main rationale behind the risk of error we identified in the valuations that could give rise to a material misstatement. 1% has been chosen as it is a generally accepted auditing practice for investment trust audits and the Company is a public interest entity. Performance materiality Performance materiality is set to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements in the financial statements exceeds materiality for the financial statements as a whole. Based on our risk assessments, together with our assessment of the overall control environment and the consideration of our previous audit experience with the Company, our performance materiality was set at £909,000 (year ended March 2024: 859,000), which is 75% of overall materiality (year ended March 2024: 75% of overall materiality). Reporting threshold We agreed with the Audit & Risk Committee that we would report to them misstatements identified during our audit above £36,000 (year ended March 2024: £34,000) as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons. As part of designing our audit, we assessed the risk of material misstatement in the financial statements, whether due to fraud or error, and then designed and performed audit procedures responsive to those risks. In particular, we looked at where the Directors made subjective judgements, such as assumptions on significant accounting estimates. We tailored the scope of our audit to ensure that we performed sufficient work to be able to give an opinion on the financial statements as a whole. We used the outputs of our risk assessment, our understanding of the Company, its environment, controls, and critical business processes, to consider qualitative factors to ensure that we obtained sufficient coverage across all financial statement line items. Other information The other information comprises the information included in the Annual Report other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Opinions on other matters prescribed by the Companies Act 2006 In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006. In our opinion, based on the work undertaken in the course of the audit: the information given in the strategic report and the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements and those reports have been prepared in accordance with applicable legal requirements; the information about internal control and risk management systems in relation to financial reporting processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure Guidance and Transparency Rules sourcebook made by the Financial Conduct Authority (the FCA Rules), is consistent with the financial statements and has been prepared in accordance with applicable legal requirements; and information about the Company’s corporate governance code and practices and about its administrative, management and supervisory bodies and their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules. Independent auditor’s report continued Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 50
Matters on which we are required to report by exception In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the: strategic report or the Directors’ report; or information about internal control and risk management systems in relation to financial reporting processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 of the FCA Rules. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or the Company financial statements and the part of the Directors’ remuneration report to be audited are not in agreement with the accounting records and returns; or certain disclosures of Directors’ remuneration specified by law are not made; or we have not received all the information and explanations we require for our audit; or a corporate governance statement has not been prepared by the Company. Corporate Governance Statement The Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Company’s compliance with the provisions of the Association of Investment Companies Code of Corporate Governance Statement (“AIC Code”) specified for our review. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit: Directors’ statement with regards the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified, set out on page 35 to 36; Directors’ explanation as to its assessment of the Company’s prospects, the period this assessment covers and why the period is appropriate, set out on page 35; Directors’ statement on fair, balanced and understandable, set out on page 47; Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks, set out on pages 21 to 22; The section of the annual report that describes the review of effectiveness of risk management and internal control systems, set out on pages 21 to 22; and The section describing the work of the Audit & Risk Committee, set out on page 42. Responsibilities of Directors As explained more fully in the Directors’ responsibilities statement set out on page 47, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: the Data Protection Act 2018 and the UK GDPR, the Bribery Act 2010, anti-money laundering regulations and the regulated nature of the Company’s activities. To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to: Gaining an understanding of the legal and regulatory framework applicable to the Company and the industry in which it operates, and considering the risk of acts by the Company which were contrary to the applicable laws and regulations, including fraud; Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 51
Inquiring of the Directors, Management and, where appropriate, those charged with governance, as to whether the Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations; Inspecting correspondence with relevant licensing or regulatory authorities including HMRC and FCA; Reviewing minutes of Directors’ meetings in the year; and Discussing amongst the engagement team the laws and regulations listed above, and remaining alert to any indications of non-compliance. We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as the Listing Rules, HMRC Investment Trust rules, the UK Corporate Governance Code, the AIC Code of Corporate Governance, the Companies Act 2006 and UK tax legislation. We identified the risk of non-compliance with the provisions of Section 274 of the Income Tax Act 2007, as well as the conditions under the Finance Act 2018 for the maintenance of the VCT approved status, as the principal area of laws and regulations that could have a material impact on the continuance of the Company. In addition, we evaluated the Directors’ and Management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to the valuation of unquoted investments, revenue recognition (which we pinpointed to accuracy, cut-off and completeness assertions), and significant one-off or unusual transactions. Our procedures in relation to fraud included but were not limited to: Making enquiries of the Directors and Management on whether they had knowledge of any actual, suspected or alleged fraud; Gaining an understanding of the internal controls established to mitigate risks related to fraud; Discussing amongst the engagement team the risks of fraud; and Addressing the risks of fraud through management override of controls by performing journal entry testing. The primary responsibility for the prevention and detection of irregularities, including fraud, rests with both those charged with governance and Management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls. The risks of material misstatement that had the greatest effect on our audit are discussed in the “Key audit matters” section of this report. A further description of our responsibilities is available on the Financial Reporting Council’s website at www.frc.org.uk/ auditorsresponsibilities. This description forms part of our auditor’s report. Other matters which we are required to address Following the recommendation of the Audit & Risk Committee, we were appointed by the Audit & Risk Committee on 22 December 2020 to audit the financial statements for the year ended 30 September 2021 and subsequent financial periods. The period of total uninterrupted engagement is four periods, covering the year ended 30 September 2021, period ended 31 March 2023, year ended 31 March 2024 and year ended 31 March 2025. The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Company and we remain independent of the Company in conducting our audit. Our audit opinion is consistent with our additional report to the Audit & Risk Committee. Use of the audit report This report is made solely to the Company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body for our audit work, for this report, or for the opinions we have formed. As required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules, these financial statements form part of the electronic reporting format prepared annual financial report filed on the National Storage Mechanism of the Financial Conduct Authority. This auditor’s report provides no assurance over whether the annual financial report has been prepared using the correct electronic reporting format. Kamilla Racinska (Senior Statutory Auditor) for and on behalf of Forvis Mazars LLP Chartered Accountants and Statutory Auditor 30 Old Bailey London EC4M 7AU 17 June 2025 Independent auditor’s report continued Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 52
Income statement for the year ended 31 March 2025 Year ended 31 March 2025 Year ended 31 March 2024 Revenue Capital Total Revenue Capital Total Notes £000 £000 £000 £000 £000 £000 Gain / (loss) on disposal of investments 8 3,555 3,555 1,203 1,203 Unrealised fair value gains / (losses) on investments 8 5,603 5,603 2,499 2,499 9,158 9,158 3,702 3,702 Dividend and interest income 2 2,594 2,594 2,220 2,220 Investment management fee 3 (568) (2,103) (2,671) (516) (1,549) (2,065) Other expenses 4 (600) (600) (641) (641) Return before tax 1,426 7,055 8,481 1,063 2,153 3,216 Tax on return 5 (592) 592 79 (79) Return aſter tax 834 7,647 8,481 1,142 2,074 3,216 Return per share 7 0.4p 3.8p 4.2p 0.6p 1.2p 1.8p The total column of the income statement is the statement of total comprehensive income of the Company prepared in accordance with FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’. The supplemental revenue return and capital return columns have been prepared in accordance with the Statement of Recommended Practice ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts’ issued in July 2022 by the Association of Investment Companies (‘AIC SORP’). There are no recognised gains or losses other than those disclosed in the income statement. All items in the above statement derive from continuing operations. No items were recognised in other comprehensive income during the current year or prior period. The accompanying notes are an integral part of this statement. Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 53
as at 31 March 2025 31 March 31 March 2025 2024 Notes £000 £000 Fixed assets Investments 8 93,537 82,574 Current assets Debtors 12 2,895 951 Cash and cash equivalents 13 25,439 31,497 28,334 32,448 Creditors (amounts falling due within one year) 14 (620) (191) Net current assets 27,714 32,257 Net assets 121,251 114,831 Capital and reserves Called-up equity share capital 15 49,302 47,615 Share premium 16 35,348 30,418 Capital redemption reserve 16 8,476 6,658 Capital reserve 16 20,451 28,099 Revaluation reserve 16 6,779 882 Revenue reserve 16 895 1,159 Total equity shareholders’ funds 121,251 114,831 Net asset value per share 17 61.5p 60.3p The accompanying notes are an integral part of this statement. The financial statements on pages 53 to 72 were approved by the Directors on 17 June 2025 and are signed on their behalf by: D N Hudson Director Balance sheet Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 54
Statement of changes in equity for the year ended 31 March 2025 Non-distributable reserves Distributable reserves Called-up share capital Share premium Capital redemption reserve Revaluation reserve* Capital reserve Revenue reserve Total Notes £000 £000 £000 £000 £000 £000 £000 At 31 March 2024 47,615 30,418 6,658 882 28,099 1,159 114,831 Return aſter tax 5,897 1,750 834 8,481 Dividends paid 6 (5,282) (1,098) (6,380) Net proceeds of share issues 16 3,505 4,930 8,435 Shares purchased for cancellation 16 (1,818) 1,818 (4,116) (4,116) At 31 March 2025 49,302 35,348 8,476 6,779 20,451 895 121,251 for the year ended 31 March 2024 Non-distributable reserves Distributable reserves Called-up share capital Share premium Capital redemption reserve Revaluation reserve* Capital reserve Revenue reserve Total Notes £000 £000 £000 £000 £000 £000 £000 At 31 March 2023 41,230 19,394 5,342 1,698 34,433 400 102,497 Return aſter tax (816) 2,890 1,142 3,216 Dividends paid 6 (6,156) (383) (6,539) Net proceeds of share issues 16 7,701 11,024 18,725 Shares purchased for cancellation 16 (1,316) 1,316 (3,068) (3,068) At 31 March 2024 47,615 30,418 6,658 882 28,099 1,159 114,831 * The revaluation reserve is generally non-distributable other than that part of the reserve relating to gains or losses on readily realisable quoted investments, which is distributable. The accompanying notes are an integral part of this statement. Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 55
Statement of cash flows for the year ended 31 March 2025 Notes Year ended 31 March 2025 £000 Year ended 31 March 2024 £000 Cash flows from operating activities Return before tax 8,481 3,216 Adjustments for: (Gain) / loss on disposal of investments 8 (3,555) (1,203) Movements in fair value of investments 8 (5,603) (2,499) (Increase) / decrease in debtors 12 58 (103) Increase / (decrease) in creditors 14 429 8 Net cash inflow / (outflow) from operating activities (190) (581) Cash flows from investing activities Purchase of investments 8 (14,258) (15,351) Proceeds on disposal of investments 8, 12 10,451 24,310 Net cash inflow / (outflow) from investing activities (3,807) 8,959 Cash flows from financing activities Issue of ordinary shares 8,801 19,353 Share issue expenses 16 (366) (628) Purchase of ordinary shares for cancellation 16 (4,116) (3,068) Equity dividends paid 6 (6,380) (6,539) Net cash inflow / (outflow) from financing activities (2,061) 9,118 Increase / (decrease) in cash and cash equivalents (6,058) 17,496 Cash and cash equivalents at beginning of year 31,497 14,001 Cash and cash equivalents at end of year 25,439 31,497 Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 56
Notes to the financial statements 1. Accounting policies A summary of the principal accounting policies, all of which have been consistently applied throughout the year and the preceding period, is set out below. (a) Basis of accounting The financial statements have been prepared in accordance with applicable United Kingdom accounting standards, including Financial Reporting Standard 102 (“FRS 102”), with the Companies Act 2006 and the 2014 Statement of Recommended Practice, ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts’ (“the SORP”) (updated in July 2022) issued by the Association of Investment Companies (“AIC”). The financial statements are prepared in sterling which is the functional and presentational currency of the Company and rounded to the nearest £000. The financial statements have been prepared on a going concern basis under the historical cost convention except investments which are stated at their fair value. The Directors performed an assessment of the Company’s ability to meet its liabilities as they fall due. In performing this assessment, the Directors took into consideration the uncertain economic outlook including: the investments and liquid resources held by the Company; the fact that the Company has no debt or capital commitments; the ability of the Company to meet all of its liabilities and ongoing expenses from its assets, including its year-end cash balance; revenue and operating cost forecasts for the forthcoming year; the ability of third-party service providers to continue to provide services; and potential downside scenarios including a fall in the valuation of the investment portfolio or levels of investment income. Based on this assessment, the Directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements, and therefore determine the going concern basis to be appropriate. (b) Significant estimates and judgements Disclosure is required of judgements and estimates made by management in applying the accounting policies that have a significant effect on the financial statements. While estimates are based on best judgement using information and financial data available, the actual outcome may differ from these estimates. A price sensitivity analysis is provided in the other price risk sensitivity section of Note 18 on page 69. The key estimate in the financial statements is the determination of the fair value of the unlisted investments by the Directors as it significantly impacts the valuation of the unlisted investments at the balance sheet date. The fair valuation process involves estimates using inputs that are unobservable. The fair value of the unlisted investments at the balance sheet date was £91,332,000. The key judgement in the valuation of the unquoted investments process is the Directors’ determination of the appropriate application of the International Private Equity and Venture Capital (‘IPEV’) guidelines to each unlisted investment. The judgement applied in the selection of the methodology used for determining the fair value of each unlisted investment can have a significant impact upon the valuation. Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 57
Notes to the financial statements continued (c) Valuation of investments Purchases and sales of investments are recognised in the financial statements at the date of transaction (trade date). As permitted by FRS 102 chapters 11 and 12, the Company’s investments are recorded at fair value at the point of acquisition and are measured at subsequent reporting dates at fair value, with any changes being recognised in profit or loss. The fair value of the investments held at 31 March 2025 is £93,537,000 (31 March 2024: £82,574,000). In the case of investments quoted on a recognised stock exchange, fair value is established by reference to the closing bid price on the relevant date or the last traded price, depending on the convention of the exchange on which the investment is quoted. In the case of unquoted investments, fair value is established in accordance with IPEV guidelines by using measurements of value such as calibrating to the price of recent investment and earnings or revenue multiples; where no reliable fair value can be estimated using such techniques, unquoted investments are carried at cost subject to provision for impairment where necessary. This process is used for both the valuation of unquoted equity and debt investments. In the case of debt investments, debt, including both principal and any accrued interest is valued with reference to their recoverability upon eventual sale of the Company’s investment. The key assumption when using the price of a recent investment as an input to the valuation is that the price obtained remains a reasonable proxy for fair value for a period of time such that an enterprise value can be inferred and subsequently recalibrated where necessary to take account of changes to either the prevailing market conditions or performance of the investee. The price of a recent investment is not a default position for establishing fair value as at the measurement date and when this technique is employed, the resultant valuations are cross-checked for reasonableness by employing an alternative valuation technique. The key assumptions for the multiples approach are the selection of the most appropriate earnings or revenue measure (historic or forecast) and the selection of the multiple itself which may be influenced by the multiples achieved by a range of comparable companies in either private or public transactions. Gains and losses arising from changes in fair value of investments are recognised as part of the capital return within the income statement and allocated to the revaluation reserve. Transaction costs attributable to the acquisition or disposal of investments are charged to capital return within the income statement. The disclosure requirements relating to capital management under Section 34 paragraph 31 of FRS 102 are met in the strategic report on pages 16 to 24 and in Note 8 to the financial statements. (d) Cash and cash equivalents Cash and cash equivalents comprise cash balances and short-term deposits, including short-term highly liquid investments and money market funds readily convertible to known amounts of cash. (e) Income Dividends receivable on quoted equity shares are recognised on the ex-dividend date. Dividends receivable on unquoted equity shares are recognised when the Company’s right to receive payment is established and there is no reasonable doubt that payment will be received. Fixed income returns on non-equity shares and debt securities are recognised on an effective interest rate basis, provided there is no reasonable doubt that payment will be received in due course. (f) Expenses All expenses are accounted for on an accruals basis. Expenses are charged to revenue return within the income statement except that: expenses which are incidental to the acquisition or disposal of an investment are allocated to capital return as incurred; and expenses are split and allocated partly to capital return where a connection with the maintenance or enhancement of the value of the investments held can be demonstrated, and accordingly the basic element of the investment management fee has been allocated 25% to revenue return and 75% to capital return, in order to reflect the Directors’ expected long-term view of the nature of the investment returns of the Company. The performance-related element of the investment management fee is charged 100% to capital return. (g) Revenue and capital The revenue column of the income statement includes all income and revenue expenses of the Company. The capital column includes realised and unrealised gains and losses on investments and that part of the investment management fee which is allocated to capital return. Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 58
(h) Taxation UK corporation tax payable is provided on taxable profits at the current rate. The tax charge for the year is allocated between revenue return and capital return on the ‘marginal basis’ as recommended in the SORP. Provision is made for deferred taxation on all timing differences calculated at the current rate of tax relevant to the benefit or liability. (i) Dividends payable Dividends payable are recognised as distributions in the financial statements when the Company’s liability to make payment has been established. ( j) Provisions A provision is recognised in the balance sheet when the Company has a legal or constructive obligation as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation. No provision is established where a reliable estimate of the obligation cannot be made. Provisions are allocated to revenue or capital depending on the nature of the circumstances. (k) Share capital account The share capital account represents the nominal value of all shares issued by the Company. (l) Share premium account The share premium account represents the value paid by shareholders for shares above the nominal value. (m) Capital redemption reserve The capital redemption reserve is a non-distributable reserve into which amounts are transferred following the redemption or purchase of a company’s own shares. (n) Revaluation reserve Changes in the fair value of investments are dealt with in this reserve. (o) Capital reserve The following are accounted for in the capital reserve: gains or losses on the realisation of investments; the cost of repurchasing ordinary shares, including stamp duty and transaction costs; and other capital charges and credits charged to this account in accordance with the above policies. (p) Revenue reserve The revenue reserve comprises the retained earnings of a business from profits made in the current and prior periods. (q) Segmental reporting The Company has a single operating segment carrying out the investment activity of the Company. All venture investments are based in the UK. All income from operating segments is disclosed in Note 2. Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 59
Notes to the financial statements continued 2. Income
Year ended 31 March 2025 £000 Year ended 31 March 2024 £000
Dividends from unquoted companies 21 377
Dividends from quoted companies and investment funds 39
Money market funds* 1,110 965
Bank deposits* 347 423
Loans to unquoted companies 1,116 416
2,594 2,220
* Denotes income arising from investments not designated as fair value through profit or loss.
3. Investment management fee
Year ended 31 March 2025 Year ended 31 March 2024
Revenue £000 Capital £000 Total £000 Revenue £000 Capital £000 Total £000
Investment management fee
Basic 568 1,704 2,272 516 1,549 2,065
Performance-related fee 399 399
568 2,103 2,671 516 1,549 2,065
Mercia Fund Management (Mercia) provides investment advisory, secretarial and administrative services to the Company under an agreement dated 20 December 1999, which may be terminated at any time by not less than 12 months’ notice being given by either party. The agreement was novated from the previous Investment Adviser, NVM Private Equity LLP to Mercia on 23 December 2019. The Investment Adviser receives a basic management fee, payable quarterly in advance, at the rate of 2.06% per annum of net assets calculated half-yearly as at 31 March and 30 September. The fee due on the value of liquid assets above the threshold of £20 million attracts a reduced rate of 1% per annum. The Investment Adviser also arranges the administrative and secretarial services for the Company for a fee of £96,000 per annum (linked to the movement in the CPI). This fee is included in other expenses (see Note 4). The Investment Adviser is entitled to receive an annual performance-related management fee. The fee is calculated on annual performance above the higher of the annual hurdle of 5% of opening NAV per share and the deficit to the high water mark total return brought forward (together, the ‘Excess Return’). The performance-related management fee is calculated at 14% of the Excess Return and the payment of the performance-related management fee in any one year is capped to 2.25% of the net asset value at the start of the year with the balance being deferred. The performance-related management fee due in respect of the year ended 31 March 2025 is £399,000 (2024: nil). The total running costs of the Company for each financial period, excluding performance-related management fees, are capped at 2.9% of its net assets and the Investment Adviser has agreed that any excess will be refunded by way of a reduction in its management fees.
Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 60
4. Other expenses
Year ended 31 March 2025 £000 Year ended 31 March 2024 £000
Administrative and secretarial services 96 93
Directors’ remuneration 144 144
National Insurance contributions 15 20
Auditor’s remuneration – audit services 76 63
Auditor’s remuneration – non-audit services
Legal and professional expenses 37 60
Share issue promoter’s commission 33 36
Other expenses 199 225
600 641
Information on Directors’ remuneration is given in the Directors’ Remuneration report on pages 39 and 40. Other expenses consists of registrar’s fees, broker’s fees, directors’ insurance, printing costs and sundry expenses.
5. Tax on return
Year ended 31 March 2025 Year ended 31 March 2024
Revenue £000 Capital £000 Total £000 Revenue £000 Capital £000 Total £000
(a) Analysis of charge / (credit) for the year
UK corporation tax payable / (recoverable) on the return for the year 592 (592) (79) 79
(b) Tax reconciliation
Return before tax 1,426 7,055 8,481 1,063 2,153 3,216
Return multiplied by the standard rate of UK corporation tax of 25.0% (2024: 25.0%) 357 1,764 2,121 266 538 804
Effect of:
Dividends not subject to tax (5) (5) (345) (345)
Capital returns not subject to tax (889) (889) (301) (301)
Movements in fair value of investments not subject to tax (1,401) (1,401) (625) (625)
Increase in surplus management expenses 174 174 467 467
Adjustment in respect of previous year 240 (240)
Tax charge / (credit) for the year 592 (592) (79) 79
The tax charge for the year includes an adjustment of £240,000 relating to the prior year’s corporation tax estimate. This arose following final submission of the tax return for the year ended 31 March 2024, which reclassified income derived from the money market funds as a revenue income item.
Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 61
Notes to the financial statements continued (c) Factors which may affect future tax charges The Company has not recognised a deferred tax asset in respect of surplus management expenses carried forward of £11,193,000 (31 March 2024 restated: £10,494,000), as the Company may not generate sufficient taxable income in the foreseeable future to utilise these expenses. There is no other unprovided deferred taxation. Approved venture capital trusts are exempt from tax on capital gains within the Company. Since the Directors intend that the Company will continue to conduct its affairs so as to maintain its approval as a venture capital trust, no deferred tax has been provided in respect of any capital gains or losses arising on the revaluation or disposal of investments. 6. Dividends
Year ended 31 March 2025 Year ended 31 March 2024
Revenue £000 Capital £000 Total £000 Revenue £000 Capital £000 Total £000
(a) Recognised as distributions in the financial statements
Previous year’s final dividend 702 2,508 3,210 3,475 3,475
Current year’s interim dividend 396 2,774 3,170 383 2,681 3,064
1,098 5,282 6,380 383 6,156 6,539
(b) Paid and proposed
Interim – 1.6p (2024: 1.6p) per share 396 2,774 3,170 383 2,681 3,064
Final proposed – 1.5p (2024: 1.6p) per share 394 2,564 2,958 667 2,381 3,048
790 5,338 6,128 1,050 5,062 6,112
The revenue dividends paid and proposed in respect of the year form the basis for determining whether the Company has complied with the requirements of Section 274 of the Income Tax Act 2007 as to the distribution of investment income.
7. Return per share The calculation of the return per share is based on the return aſter tax for the year of £8,481,000 (2024: £3,216,000) and on 200,018,249 (2024: 179,260,563) shares, being the weighted average number of shares in issue during the period. Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 62
8. Investments All investments are accounted for as fair value through profit or loss on initial recognition, therefore all gains and losses arising on these investments are reflected through the profit or loss. FRS 102, including subsequent amendments, requires an entity to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy shall have the following classifications: Level 1 – unadjusted quoted prices in an active market for identical assets or liabilities that the entity can access at the measurement date. Level 2 – inputs other than quoted prices included within Level 1 that are observable (ie developed using market data) for the asset or liability, either directly or indirectly. Level 3 – inputs are unobservable (ie for which market data is unavailable) for the asset or liability.
31 March 2025 £000 31 March 2024 £000
Level 1
Quoted venture capital investments 2,205 2,662
Level 3
Unquoted venture capital investments 91,332 79,912
93,537 82,574
Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 63
Notes to the financial statements continued Movements in investments during the year are summarised as follows:
Venture capital – unquoted Level 3 £000 Venture capital – quoted Level 1 £000 Total £000
Book cost at 31 March 2024 80,559 1,133 81,692
Fair value adjustment at 31 March 2024 (647) 1,529 882
Fair value at 31 March 2024 79,912 2,662 82,574
Movements in the year:
Purchases at cost 14,258 14,258
Disposals – proceeds (12,050) (403) (12,453)
– net realised gains on disposal 3,472 83 3,555
Movements in fair value 5,740 (137) 5,603
Fair value at 31 March 2025 91,332 2,205 93,537
Comprising:
Book cost at 31 March 2025 85,863 895 86,758
Fair value adjustment at 31 March 2025 5,469 1,310 6,779
91,332 2,205 93,537
Equity shares 71,723 2,205 73,928
Preference shares 8,701 8,701
Interest-bearing securities 10,908 10,908
91,332 2,205 93,537
The gains and losses included in the above table have all been recognised in the income statement on page 53. FRS 102 requires disclosure, by class of financial instrument, if the effect of changing one or more inputs to reasonably possible alternative assumptions would result in a significant change to the fair value measurement. The information used in determination of the fair value of Level 3 investments is chosen with reference to the specific underlying circumstances and position of each investee company. See Note 18 for details of the impact of sensitivity analysis on the financial statements. Details of movements in the venture investment portfolio during the year is provided in the investment portfolio section on page 25. At 31 March 2025 there were no commitments (31 March 2024: £nil) in respect of investments approved by the Investment Adviser but not yet completed.
Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 64
9. Investment disposals Disposals of venture capital investments during the year were as follows:
Original cost £000 Carrying valuation at 31 March 2024 £000 Disposal proceeds £000 Realised gain / (loss) against carrying value £000
Gentronix – disposal of entire holding 1,362 4,323 6,068 1,745
Grip-UK (t/a The Climbing Hangar) – disposal of entire holding 3,885 2,607 2,775 168
Intuitive Holding – disposal of entire holding 1,674 742 2,023 1,281
Pure Pet Food – partial disposal 147 366 576 210
Buoyant Upholstery – partial disposal 501 501 501
musicMagpie – disposal of entire holding 238 320 403 83
Mojo Mortgages – deferred proceeds 58 58
Fresh Approach (UK) Holdings – partial disposal 39 39 39
Evotix – deferred proceeds 8 8
Axial Systems Holdings – deferred proceeds 2 2
Nutshell – in liquidation 734
Ablatus Therapeutics – in liquidation 612
9,192 8,898 12,453 3,555
The cost of the venture investments disposed of in the preceding financial year was £12,352,000, for disposal proceeds totalling £15,857,000.
10. Unquoted investments The cost and carrying value of material investments in unquoted companies held at 31 March 2025 are shown in the table on page 25. Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 65
Notes to the financial statements continued 11. Significant interests At 31 March 2025 the Company held significant investments, amounting to 20% or more of the equity capital of an undertaking, in the following companies:
Company Registered office address Investment type Equity £000 Debt £000 Total investment cost £000
Biological Preparations Group Unit 12 A-C Pantglas Industrial Estate, Bedwas, Caerphilly CF83 8DR Unquoted 607 1,759 2,366
Volumatic Holdings Taurus House, Endemere Road, Coventry CV6 5PY Unquoted 216 216
12. Debtors
31 March 2025 £000 31 March 2024 £000
Accrued income 81 140
Due from investment sales 2,780 778
Prepayments 34 33
2,895 951
13. Cash and cash equivalents
31 March 2025 £000 31 March 2024 £000
Cash at bank 7,439 8,497
Money market funds 18,000 23,000
25,439 31,497
14. Creditors (amounts falling due within one year)
31 March 2025 £000 31 March 2024 £000
Accruals and deferred income 620 191
620 191
Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 66
15. Called-up equity share capital
31 March 2025 £000 31 March 2024 £000
Allotted and fully paid:
197,207,946 (2024:190,460,878) ordinary shares of 25p 49,302 47,615
The capital of the Company is managed in accordance with its investment policy with a view to the achievement of its investment objective, as set out on page 16. The Company is not subject to externally imposed capital requirements. During the year the Company issued 14,020,067 (year ended 31 March 2024: 30,803,917) ordinary shares of 25 pence for cash at an average premium of 31.6 (2024: 37.8) pence per share. 7,272,999 (2024: 5,263,205) ordinary shares were re-purchased for cancellation during the year at a cost of £4,116,058 (year ended 31 March 2024: £3,068,000).
16. Reserves
Share premium £000 Capital redemption reserve £000 Capital reserve £000 Revaluation reserve £000 Revenue reserve £000
At 31 March 2024 30,418 6,658 28,099 882 1,159
Premium on issue of ordinary shares 5,296
Share issue expenses (366)
Shares purchased for cancellation 1,818 (4,116)
Realised on disposal of investments 3,555
Transfer on disposal of investments (294) 294
Movements in fair value of investments 5,603
Management fee charged to capital net of associated tax (1,511)
Revenue return aſter tax 834
Dividends recognised in the year (5,282) (1,098)
At 31 March 2025 35,348 8,476 20,451 6,779 895
At 31 March 2025, distributable reserves amounted to £22,656,000 (31 March 2024: £29,258,000), comprising the capital reserve, the revenue reserve and that part of the revaluation reserve relating to gains or losses on readily realisable quoted investments.
Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 67
Notes to the financial statements continued 17. Net asset value per share The calculation of net asset value per share as at 31 March 2025 is based on net assets of £121,251,000 (31 March 2024: £114,831,000) divided by the 197,207,946 (31 March 2024: 190,460,878) shares in issue at that date. 18. Financial instruments The Company’s financial instruments comprise equity and interest-bearing investments, cash at bank, investments in money market funds and liquid resources including debtors and creditors. The Company holds financial assets in accordance with its investment policy of investing mainly in a portfolio of VCT-qualifying unquoted and AIM-quoted securities whilst holding a proportion of its assets in cash or near-cash investments in order to provide a reserve of liquidity. Fixed asset investments (see Note 8) are valued at fair value. For quoted investments this is either bid price or the latest traded price, depending on the convention of the exchange on which the investment is quoted. Unquoted investments are carried at fair value as determined by the Directors in accordance with current venture capital industry guidelines. The fair value of all other financial assets and liabilities is represented by their carrying value in the balance sheet, due to the short term nature of these instruments. In carrying on its investment activities, the Company is exposed to various types of risk associated with the financial instruments and markets in which it invests. The most significant types of financial risk facing the Company are market risk, credit risk and liquidity risk. The Company’s approach to managing these risks is set out below together with a description of the nature and amount of the financial instruments held at the balance sheet date. Market risk The Company’s strategy for managing investment risk is determined with regard to the Company’s investment objective, as outlined in the strategic report on page 16. The management of market risk is part of the investment management process and is a central feature of venture capital investment. The Company’s portfolio is managed in accordance with the policies and procedures described in the Corporate Governance Statement on pages 41 to 46, having regard to the possible effects of adverse price movements, with the objective of maximising overall returns to shareholders. Investments in unquoted companies, by their nature, usually involve a higher degree of risk than investments in companies quoted on a recognised stock exchange, though the risk can be mitigated to a certain extent by diversifying the portfolio across business sectors and asset classes. The overall disposition of the Company’s assets is monitored by the Board on a quarterly basis. Details of the Company’s investment portfolio at the balance sheet date are set out on page 25. An analysis of investments between debt and equity instruments is given in Note 8. 1.8% (31 March 2024: 2.3%) by value of the Company’s net assets comprises equity securities listed on the London Stock Exchange or quoted on AIM. A 5% increase in the bid prices of securities as at 31 March 2025 would have increased net assets and the total return for the year by £110,000 (31 March 2024: £133,000); a corresponding fall would have reduced net assets and the total return for the year by the same amount. Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 68
Other price risk sensitivity 75.3% (2024: 69.6%) by value of the Company’s net assets comprises investments in unquoted companies held at fair value. A sensitivity analysis is provided below which recognises that the valuation methodologies employed involve subjectivity in the selection of the key inputs, as described in the valuation policy on page 58. Although the Directors believe that the estimates of fair value are appropriate, the use of different methodologies or assumptions regarding the inputs could lead to different measurements of fair value. Each portfolio company has been categorised as being subject to potentially higher or lower estimation uncertainty by considering a range of factors and the availability and extent of cash resources. A greater sensitivity factor has been applied to those investments assessed as being susceptible to higher estimation uncertainty. Whilst the sensitivities applied illustrate the impact of varying the key inputs by the levels specified, it is possible that applying reasonable alternative assumptions to individual investments could lead to measurements of fair value which vary to a greater extent than that illustrated.
Fair value of unquoted investments £000 Variable input sensitivity Impact: increase* Impact: decrease*
As at 31 March 2025 Valuation basis £000* % of net assets £000* % of net assets
Earnings / revenue multiple
Higher sensitivity 31,649 + / – 20% 4,856 4.0% 4,877 4.0%
Lower sensitivity 35,131 + / – 10% 2,301 1.9% 1,912 1.6%
Price of a recent investment subsequently calibrated as appropriate
Higher sensitivity 8,382 + / – 20% 694 0.6% 221 0.2%
Lower sensitivity 16,170 + / – 10% 1,309 1.1% 554 0.5%
Total unquoted investments 91,332 9,160 7.6% 7,564 6.3%
As at 31 March 2024 Valuation basis
Earnings / revenue multiple
Higher sensitivity 23,163 + / – 20% 4,150 3.6% 3,793 3.3%
Lower sensitivity 26,381 + / – 10% 1,958 1.7% 2,065 1.8%
Price of a recent investment subsequently calibrated as appropriate
Higher sensitivity 14,077 + / – 20% 1,569 1.4% 666 0.6%
Lower sensitivity 16,291 + / – 10% 689 0.6% 662 0.6%
Total unquoted investments 79,912 8,366 7.3% 7,186 6.3%
* Impact on net assets and net return aſter taxation.
Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 69
Notes to the financial statements continued Interest rate risk Some of the Company’s financial assets are interest-bearing, of which some are at fixed rates and some variable. As a result, the Company is exposed to fair value interest rate risk due to fluctuations in the prevailing levels of market interest rates. (a) Fixed rate investments The table below summarises weighted average effective interest rates for the Company’s fixed rate interest-bearing financial instruments:
31 March 2025 31 March 2024
Total fixed rate portfolio £000 Weighted average interest rate % Weighted average period for which rate is fixed Years Total fixed rate portfolio £000 Weighted average interest rate % Weighted average period for which rate is fixed Years
Fixed rate investments in unquoted companies 10,908 10.5% 1.8 9,673 10.4% 1.4
Although the Company holds investments in loan stocks that pay interest, the Board does not consider it appropriate to assess the impact of interest rate changes in isolation upon the value of the unquoted investment portfolio, as interest rate changes are only one factor affecting the market price movements that are discussed above under market price risk. (b) Floating rate investments The Company’s floating rate investments comprise floating-rate loans to unquoted companies and cash and cash equivalents. The benchmark rate which determines the rate of interest receivable is the UK bank base rate for cash and cash equivalents, which was 4.5% at 31 March 2025 (31 March 2024: 5.25%). It is considered that an increase or decrease of 100 basis points in interest rates as at the reporting date would not have a significant effect on the Company’s net assets or total return for the year. The amounts held in floating rate investments at the balance sheet date were as follows:
31 March 2025 £000 31 March 2024 £000
Floating rate loans to unquoted companies 980
Cash and cash equivalents 25,439 31,497
25,439 32,477
Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 70
Credit risk Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. The Investment Adviser and the Board carry out a regular review of counterparty risk. The carrying values of financial assets represent the maximum credit risk exposure at the balance sheet date. At 31 March 2025 the Company’s financial assets exposed to credit risk comprised the following:
31 March 2025 £000 31 March 2024 £000
Fixed rate investments in unquoted companies (above) 10,908 9,673
Floating rate loans to unquoted companies (above) 980
Cash and cash equivalents 25,439 31,497
Accrued dividends and interest receivable 81 140
36,428 42,290
Credit risk relating to loans to and preference shares in unquoted companies is considered to be part of market risk. Those assets of the Company which are traded on recognised stock exchanges and quoted investment funds are held on the Company’s behalf by a third party custodian, a nominee company of Brewin Dolphin Limited. Bankruptcy or insolvency of a custodian could cause the Company’s rights with respect to securities held by the custodian to be delayed or limited. The Company’s cash and cash equivalents are maintained with major banks of high creditworthiness or highly rated low volatility money market funds (see note 13 for further detail). There was no significant concentration of credit risk to counterparties at 31 March 2025 or 31 March 2024.
Liquidity risk The Company’s financial assets include investments in unquoted equity securities which are not traded on a recognised stock exchange and which generally may be illiquid. As a result, the Company may not be able to realise some of its investments in these instruments quickly at an amount close to their fair value in order to meet its liquidity requirements, or to respond to specific events such as a deterioration in the creditworthiness of any particular issuer. The Company’s cash and cash equivalents are considered to be readily realisable as they are of high credit quality as outlined above. The Company’s liquidity risk is managed on a continuing basis by the Investment Adviser in accordance with policies and procedures laid down by the Board. The Company’s overall liquidity risks are monitored on a quarterly basis by the Board. The Company maintains sufficient cash and cash equivalents to pay accounts payable and accrued expenses. At 31 March 2025 these holdings were valued at £25,439,000 (31 March 2024: £31,497,000).
Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 71
19. Contingencies At 31 March 2025 contingent assets not recognised in the financial statements in respect of potential deferred proceeds from the sale of investee companies amounted to approximately £893,000 (31 March 2024: £753,000). The extent to which these amounts will become receivable in due course is dependent on future events. The Company had no contingent liabilities at 31 March 2025 or 31 March 2024. 20. Related party transactions Fees payable during the year to the Directors and their interest in shares of the Company are disclosed within the Directors’ Remuneration Report on pages 39 and 40. There were no amounts outstanding and due to the Directors as at 31 March 2025 (31 March 2024: nil). Transactions with the Investment Adviser are disclosed in Note 3. 21. Post balance sheet events Aſter the year end, on 3 April 2025, the Company issued 24,216,029 ordinary shares for a net consideration of £14,554,000, as a result of a prospectus share offer launched during the year ended 31 March 2025. On 4 April 2025, the Company invested £398,000 in existing portfolio company Axis Spine Technologies, by way of a follow-on funding round. On 17 April 2025, the Company invested £340,000 in existing portfolio company Broker Insights, by way of a follow-on funding round. On 24 April 2025, the Company sold part of its investment in Project Glow Topco (t/a The Beauty Tech Group) for proceeds of £337,000. On 6 May 2025, the Company invested £643,000 in existing portfolio company Warwick Acoustics, by way of a follow-on funding round. On 7 May 2025, the Company invested £205,000 in existing portfolio company Synthesized, by way of a follow-on funding round. On 13 June 2025, the Company invested £264,000 in existing portfolio company Newcells Biotech, by way of a follow-on round. Notes to the financial statements continued Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 72
Glossary of terms Alternative performance measure or APM APMs are not prescribed by accounting standards but are industry specific performance measures which help users of the annual accounts and financial statements to better interpret and understand performance. Some of the terms in this glossary have been identified as APMs. Annualised tax-free dividend yield (APM) The sum of dividends proposed or paid in respect of the last 12 months as at a given date expressed as a percentage of the net asset value per share at the start of the year. We use this measure as it shows the dividend income receivable by shareholders over a 12 month period expressed as a theoretical yield based on acquiring a single share at the NAV per share at the start of the period. The dividend yield as at 31 March 2025 is calculated by dividing the dividend per share paid or proposed over the preceding 12 months of 3.1 pence (12 months ended 31 March 2024: 3.2 pence) by the NAV per share at the start of the year of 60.3 pence (2024: 62.1 pence) giving a result of 5.1% (2024: 5.2%). Cumulative return per share (APM) The sum of the published NAV per share plus cumulative dividends paid per share since the Company was launched. We use this measure as it enables comparisons to be made between different VCTs over the whole life of each fund. The cumulative return per share for Northern Venture Trust as at 31 March 2025 comprises the NAV per share of 61.5 pence (2024: 60.3 pence) plus the cumulative dividends paid of 195.3 pence (2024: 192.1 pence) giving a result of 256.8 pence per share (2024: 252.4 pence per share). Cumulative dividends paid per share The total amount of shareholder dividend distributions paid per share since the Company was launched. Distributable reserves The sum of the capital reserve, revenue reserve and that part of the revaluation reserve which is related to readily realisable investments. Ex-dividend date The date immediately preceding the record date for a given dividend. Shareholders who acquire their shares on or aſter the ex-dividend date will not be eligible to receive the relevant dividend. Gain / loss on disposal of investments The profit or loss on the sale of an investment during the year calculated by reference to the proceeds received on sale of the investment less the valuation of the investment at the last annual report date. NAV total return (APM) The theoretical return to a shareholder over a given period based on acquiring shares at the start of the period at the latest published NAV per share then utilising the proceeds of each dividend paid during the period to acquire further shares at the latest published NAV per share as at each ex-dividend date. We use this measure as it enables comparisons to be drawn against an investment index in order to benchmark performance. The result is plotted on page 40 and the calculation follows the method prescribed by the Association of Investment Companies. Due to rounded pence per share values, the NAV total return (%) presented below is marginally lower than the calculation using the presented inputs would indicate. Year ended 31 March 2025 Year ended 31 March 2024 Calculation Closing NAV per share (p) 61.5p 60.3p a Dividends paid out (p) 3.2p 3.6p b Adjusted NAV per share (p) 64.7p 63.9p c = a + b Opening NAV per share (p) 60.3p 62.1p d NAV total return (%) 7.0% 2.9% = (c / d) – 1 Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 73
Net asset value or NAV The amount by which total assets of the Company exceed its total liabilities. It is equal to the total equity shareholders’ funds. Net asset value per share or NAV per share Net asset value divided by the number of ordinary shares. Ongoing charges excluding performance-related management fees (APM) The total of investment management fees and other expenses as shown in the income statement, as a percentage of the average net asset value. This measure is disclosed to provide information to shareholders, in line with industry best practice. Year ended 31 March 2025 Year ended 31 March 2024 Investment management fee 2,272 2,065 Other expenses 600 641 Total expenses (a) 2,872 2,706 Annualised average net assets (b) 120,277 110,610 Ongoing charges (a) / (b) (expressed as a percentage) 2.39% 2.45% Record date The cut-off date on which a shareholder needs to be beneficially entitled to a share on the share register of the Company in order to qualify for a forthcoming dividend. Share price total return (APM) The theoretical return to a shareholder over a given period based on acquiring shares at the start of the period at the prevailing mid-market share price then utilising the proceeds of each dividend paid during the period to acquire further shares at the share price as at each ex-dividend date. We use this measure as it enables comparisons to be drawn against an investment index in order to benchmark performance. The result is plotted on page 40 and the calculation follows the method prescribed by the Association of Investment Companies. Year ended 31 March 2025 Year ended 31 March 2024 Calculation Closing price per share (p) 57.0p 57.5p a Dividends paid out (p)* 3.2p 3.6p b Adjusted price per share (p) 60.2p 61.1p c = a + b Opening price per share (p) 57.5p 57.5p d Share price total return % 4.7% 6.3% = (c / d) – 1 Total return for the year The total income, gain or loss on disposal of investments and movements in the fair value of investments less ongoing charges for the year, as shown in the income statement. Glossary of terms continued Northern Venture Trust PLC Annual Report and Financial Statements 31 March 2025 74
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Northern Venture Trust PLC Forward House 17 High Street Henley-in-Arden B95 5AA www.mercia.co.uk/vcts/nvt/