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ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 31 MARCH 2024

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18 JUNE 2024

NORTHERN 2 VCT PLC

ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 31 MARCH 2024

Northern 2 VCT PLC is a Venture Capital Trust (VCT) managed by Mercia Fund
Management Limited. It invests mainly in unquoted venture capital holdings in
growing UK companies and aims to provide long-term tax-free returns to
shareholders through a combination of dividend yield and capital growth.

Financial highlights (comparative figures as at 31 March 2023):

                                                           Year ended  Year ended  
                                                           31 March    31 March    
                                                           2024        2023        
                                                                                   
 Net assets                                                £119.5m     £109.6m     
                                                                                   
 Net asset value per share                                 57.3p       59.0p       
                                                                                   
 Return per share                                                                  
 Revenue                                                   0.8p        (0.2)p      
 Capital                                                   0.6p        (1.7)p      
 Total                                                     1.4p        (1.9)p      
                                                                                   
 Dividend per share declared in respect of the period                              
 Interim dividend                                          1.8p        2.0p        
 Proposed final dividend                                   1.2p        1.3p        
 Total                                                     3.0p        3.3p        
                                                                                   
 Return to shareholders since launch                                               
 Net asset value per share                                 57.3p       59.0p       
 Cumulative dividends paid per share*                      139.1p      136.0p      
 Cumulative return per share                               196.4p      195.0p      
                                                                                   
 Mid-market share price at end of period                   54.5p       54.5p       
                                                                                   
 Share price discount to net asset value                   4.9%        7.6%        
                                                                                   
 Annualised tax-free dividend yield **                     5.1%        5.1%        

* Excluding proposed final dividend payable on 23 August 2024

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

Enquiries:

James Sly / Sarah Williams, Mercia Asset Management PLC – 0330 223 1430
Website: www.mercia.co.uk/vcts/n2vct/

Chair’s statement

I am pleased to report that investment activity during the year remained
buoyant with a total of £14.8 million invested across 20 promising early
stage businesses, of which six were new investments. It is reassuring to find
that entrepreneurial spirit and drive remain active in the UK.

Our investment rate was in line with the past three years and comes despite
the headwinds facing the UK economy including continued inflationary
pressures, higher interest rates, and a technical recession during the
financial year. Geopolitical events, conflict and the upcoming worldwide
election cycles have created volatility in financial markets. While the UK
listed equity markets staged a late rally on the prospect of interest rate
cuts, the AIM market, which focusses on smaller companies, was down more than
8% in the year to March 2024.

Against this challenging backdrop we were delighted that our share offer of
£20 million was oversubscribed. I would like to thank those existing
shareholders who continued to support the Company and warmly welcome the many
new shareholders who have joined our ranks. 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 emerging businesses and
to work with existing portfolio companies to realise their growth plans.

Results and dividend
In the year ended 31 March 2024 the Company delivered a return of 1.4 pence
per share (2023: minus 1.9 pence), equivalent to 2.4% of the opening net asset
value (NAV) per share. Gains in the unquoted portfolio were partly offset by
declines in our listed venture investments. The NAV per share as at 31 March
2024, after deducting dividends paid during the year totalling 3.1 pence, was
57.3 pence compared with 59.0 pence as at 31 March 2023.

While realisation activity was lower than in previous years, a notable
realisation was Evotix, sold for initial net proceeds of £11.5 million
compared to an original cost of £2.5 million, a 4.6 times initial return. As
Evotix continued to hit its forecasts following its sale, contractual deferred
proceeds of £0.7 million were also received after the balance sheet date and
have been included in these results.

In 2018 your Directors set an objective of paying an annual dividend
representing a yield of at least 5% of the opening NAV per share in each year
whilst endeavouring to protect the NAV from erosion over the medium term. Your
Board is conscious of the need to balance payment of dividends while also
growing NAV per share and sees this as a medium term target. Given the number
of profitable realisations over the past few years and the prospects for good
realisations from the current portfolio, the Board considers that that the 5%
dividend target is still appropriate.

Having already declared an interim dividend of 1.8 pence per share which was
paid in January 2024, your Directors now propose a final dividend of 1.2 pence
per share. The total of 3.0 pence per share is equivalent to 5.1% of the
opening NAV of 59.0 pence per share. The proposed final dividend will be paid
on 23 August 2024, subject to approval by shareholders at the Annual General
Meeting.

The target dividend yield will remain subject to regular review and the level
of future dividend distributions will continue to reflect the level of returns
generated by the Company in the medium term, the timing of investment
realisations, the availability of distributable reserves and continuing
compliance with the VCT scheme rules.

Investment portfolio
The Company continues to be a generalist investor, with allocations in the
software, life sciences, health-tech and consumer sectors. Given the
prevailing market sentiment towards consumer investments and a softer market
for software over the past year, investment has been predominantly directed at
a number of new health-tech and life science businesses, while we continue to
seek opportunities across all sectors as they arise.

Investment levels have remained strong, with £7.3 million of capital provided
to six new venture capital investments and £7.5 million of follow-on capital
invested into fourteen existing portfolio investments.

Over the year the Company saw increases in the valuations of its unquoted
portfolio by an aggregate of £2.6 million and reductions in its quoted
portfolio of an aggregate £0.8 million. Unquoted portfolio investments
benefitted from strong trading in a number of portfolio companies such as Pure
Pet Food, Project Glow TopCo (t / a Currentbody.com) and Pimberly, while the
value of the Company’s unquoted portfolio reduced, predominantly as a result
of the £0.8 million reduction in the value of musicMagpie. Your Directors
always consider the state of the investment markets and how these might impact
the valuations of the unquoted venture portfolio and have updated valuations
to reflect current market conditions where appropriate.

Share offer and liquidity
In April 2023 gross proceeds of £6.0 million were received from the fully
subscribed 2022/2023 share offer as 10,290,184 new ordinary shares were
issued. The Board was also recently pleased to announce the successful
subscription of the 2023/2024 share offer, which amounted to £20 million. In
relation to this offer, an interim allotment of 15,720,030 new ordinary shares
was issued in December 2023, generating £9.6 million in gross proceeds, and
17,376,231 new ordinary shares were issued just after the end of the period in
April 2024, yielding gross proceeds of £10.4 million.

The Board continues to monitor liquidity carefully and will publish details of
the plans to fundraising in the 2024/25 tax year in due course.

Our dividend investment scheme continues to operate. This enables shareholders
to invest their dividends in new ordinary shares free of dealing costs and
with the benefit of the tax reliefs available on new VCT share subscriptions.
During the year around 15% of total dividends were reinvested by shareholders.

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, a total of 4,602,428 shares were repurchased
for cancellation, equivalent to approximately 2.5% of the opening share
capital.

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

VCT legislation and qualifying status 
The Company has continued to meet the stringent and complex qualifying
conditions laid down by HM Revenue & Customs for maintaining its approval as a
VCT. The Manager 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.

The Board were pleased to note the recognition by the UK Government of the
vital role that VCTs perform, following the announcement of the extension to
the VCT tax reliefs for a further 10 years. The Board considers that the
Company, and VCTs more generally, are successfully delivering in-line with the
Government’s mandate, which is to channel money into higher-risk,
early-stage businesses.

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 Manager to maintain compliance with the scheme rules at
all times.

Board succession
The Board continues to maintain a process of ordinary succession. Upon the
retirement of Frank Neale at the 2022 Annual General Meeting (AGM), your Board
has actively searched for a new Non-executive Director, and has appointed Tom
Chambers, effective from 19 June 2024. Tom brings a wealth of experience and
will be a valuable addition to the Board as we look to make senior succession
plans over coming years.

During the year, Cecilia McAnulty was appointed to the role of Senior
Independent Director and Ranjan Ramparia was appointed as Chair of the Audit
Committee.

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 22 October 2024 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/n2vct/

Annual General Meeting
The Company’s AGM will take place on 31 July 2024. The AGM provides an
excellent opportunity for shareholders, directors and the Manager to meet in
person, exchange views and comment. We intend to hold the 2024 AGM in person
at Howard Kennedy LLP, No. 1 London Bridge, London SE1 9BG. Following positive
feedback received from the last three years, we also intend to offer remote
access for shareholders through an online webinar facility for those who would
prefer not to travel. 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.

Outlook 
Despite the challenging macroeconomic environment, our commitment remains
steadfast in providing patient capital to nurture innovative early-stage
businesses across the UK. The Board is encouraged by the sustained robust
deployment rates and will continue to support innovative early stage UK
businesses. We maintain confidence in the portfolio's ability to drive
sustained long-term shareholder value and as we look ahead, are optimistic
about its continued success.

We thank our investors for their continuing support.

David Gravells
Chair
18 June 2024

Extracts from the audited financial statements for the year ended 31 March
2024 are set out below.

Income statement

 for the year ended 31 March 2024                       Year ended 31 March 2024           Year ended 31 March 2023         
                                                        Revenue    Capital    Total        Revenue    Capital    Total      
                                                        £000       £000       £000         £000       £000       £000       
                                                                                                                            
 Gain / (loss) on disposal of investments               -          933        933          -          (219)      (219)      
 Unrealised fair value gains / (losses) on investments  -          1,839      1,839        -          (1,302)    (1,302)    
                                                        -          2,772      2,772        -          (1,521)    (1,521)    
                                                                                                                            
 Dividend and interest income                           2,738      -          2,738        598        -          598        
 Investment management fee                              (515)      (1,545)    (2,060)      (505)      (1,514)    (2,019)    
 Other expenses                                         (602)      -          (602)        (522)      -          (522)      
                                                                                                                            
 Return before tax                                      1,621      1,227      2,848        (429)      (3,035)    (3,464)    
 Tax on return                                          73         (73)       -            109        (109)      -          
 Return after tax                                       1,694      1,154      2,848        (320)      (3,144)    (3,464)    
                                                                                                                            
 Return per share                                       0.8p       0.6p       1.4p         (0.2)p     (1.7)p     (1.9)p     

Balance sheet

 as at 31 March 2024                              31 March 2024  31 March 2023  
                                                  £000           £000           
                                                                                
 Fixed assets                                                                   
 Investments                                      75,779         80,314         
                                                                                
 Current assets                                                                 
 Debtors                                          911            118            
 Cash and cash equivalents                        42,999         29,318         
                                                  43,910         29,436         
                                                                                
 Creditors (amounts falling due within one year)  (163)          (174)          
                                                                                
 Net current assets                               43,747         29,262         
                                                                                
 Net assets                                       119,526        109,576        
                                                                                
 Capital and reserves                                                           
 Called-up equity share capital                   10,434         9,282          
 Share premium                                    52,737         38,165         
 Capital redemption reserve                       1,079          849            
 Capital reserve                                  54,973         59,176         
 Revaluation reserve                              (853)          2,015          
 Revenue reserve                                  1,156          89             
 Total equity shareholders' funds                 119,526        109,576        
                                                                                
 Net asset value per share                        57.3p          59.0p          

Statement of changes in equity

 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    
                                    £000                     £000            £000                        £000                 £000             £000             £000     
 At 1 April 2023                    9,282                    38,165          849                         2,015                59,176           89               109,576  
 Return after tax                   -                        -               -                           (2,868)              4,022            1,694            2,848    
 Dividends paid                     -                        -               -                           -                    (5,664)          (627)            (6,291)  
 Net proceeds of share issues       1,382                    14,572          -                           -                    -                -                15,954   
 Shares purchased for cancellation  (230)                    -               230                         -                    (2,561)          -                (2,561)  
 At 31 March 2024                   10,434                   52,737          1,079                       (853)                54,973           1,156            119,526  
                                                                                                                                                                         
                                                                                                                                                                         
 Year ended 31 March 2023                                                                                                                                                
                                                                                                                                                                         
 At 1 April 2022                    8,145                    21,952          615                         9,765                63,642           735              104,854  
 Return after tax                   -                        -               -                           (7,750)              4,606            (320)            (3,464)  
 Dividends paid                     -                        -               -                           -                    (6,408)          (326)            (6,734)  
 Net proceeds of share issues       1,371                    16,213          -                           -                    -                -                17,584   
 Shares purchased for cancellation  (234)                    -               234                         -                    (2,664)          -                (2,664)  
 At 31 March 2023                   9,282                    38,165          849                         2,015                59,176           89               109,576  

Statement of cash flows

 for the year ended 31 March 2024                       Year ended       Year ended     
                                                        31 March 2024    31 March 2023  
                                                        £000             £000           
 Cash flows from operating activities                                                   
 Return before tax                                      2,848            (3,464)        
 Adjustments for:                                                                       
 (Gain) / loss on disposal of investments               (933)            219            
 Movements in fair value of investments                 (1,839)          1,302          
 (Increase) / decrease in debtors                       (85)             (75)           
 Increase / (decrease) in creditors                     (11)             21             
 Net cash inflow / (outflow) from operating activities  (20)             (1,997)        
                                                                                        
 Cash flows from investing activities                                                   
 Purchase of investments                                (15,569)         (17,600)       
 Proceeds on disposal of investments                    22,168           13,643         
 Net cash inflow / (outflow) from investing activities  6,599            (3,957)        
                                                                                        
 Cash flows from financing activities                                                   
 Issue of ordinary shares                               16,507           18,075         
 Share issue expenses                                   (553)            (491)          
 Purchase of ordinary shares for cancellation           (2,561)          (2,664)        
 Equity dividends paid                                  (6,291)          (6,734)        
 Net cash inflow / (outflow) from financing activities  7,102            8,186          
                                                                                        
 Increase / (decrease) in cash and cash equivalents     13,681           2,232          
 Cash and cash equivalents at beginning of year         29,318           27,086         
 Cash and cash equivalents at end of year               42,999           29,318         

INVESTMENT PORTFOLIO SUMMARY
as at 31 March 2024

                                                                   Cost             Valuation  Like for like valuation increase / (decrease) over year**  % of net assets  
                                                                   £'000            £'000      £'000                                                      by value         
 Fifteen largest venture capital investments                                                                                                                               
 1                  Gentronix                                      1,164            3,689      1,059                                                      3.1%             
 2                  Project Glow Topco (t / a Currentbody.com)     1,544            3,257      1,714                                                      2.7%             
 3                  Pimberly                                       1,876            3,170      1,294                                                      2.7%             
 4                  Tutora (t / a Tutorful)                        3,023            3,023      (105)                                                      2.5%             
 5                  Rockar                                         1,766            2,979      349                                                        2.5%             
 6                  Newcells Biotech                               2,741            2,965      187                                                        2.5%             
 7                  Pure Pet Food                                  1,605            2,905      1,236                                                      2.4%             
 8                  Netacea                                        2,486            2,486      –                                                          2.1%             
 9                  Adludio                                        2,395            2,404      9                                                          2.0%             
 10                 Grip-UK (t / a The Climbing Hangar)            3,536            2,372      (1,164)                                                    2.0%             
 11                 Buoyant Upholstery                             1,057            2,314      607                                                        2.0%             
 12                 Ridge Pharma                                   1,387            2,009      619                                                        1.7%             
 13                 Biological Preparations Group                  2,166            1,986      (84)                                                       1.7%             
 14                 Broker Insights                                1,961            1,969      8                                                          1.7%             
 15                 Volumatic Holdings                             216              1,921      (1,354)                                                    1.6%             
 Other venture capital investments                                                                                                                                         
 16                 LMC Software                                   1,842            1,842      –                                                          1.6%             
 17                 Forensic Analytics                             1,836            1,836      –                                                          1.6%             
 18                 Clarilis                                       1,828            1,828      –                                                          1.5%             
 19                 Camena Bioscience                              1,702            1,702      –                                                          1.4%             
 20                 Turbine Simulated Cell Technologies            1,503            1,700      197                                                        1.4%             
 21                 Social Value Portal                            1,680            1,680      –                                                          1.4%             
 22                 Locate Bio                                     1,597            1,597      –                                                          1.4%             
 23                 VoxPopMe                                       1,518            1,518      12                                                         1.3%             
 24                 Risk Ledger                                    1,509            1,509      –                                                          1.3%             
 25                 Enate                                          1,394            1,394      –                                                          1.2%             
 26                 Administrate                                   2,148            1,353      (367)                                                      1.1%             
 27                 Moonshot                                       1,235            1,235      –                                                          1.0%             
 28                 Optellum                                       1,206            1,206      –                                                          1.0%             
 29                 Centuro Global                                 1,109            1,109      –                                                          0.9%             
 30                 MIP Discovery                                  1,094            1,094      –                                                          0.9%             
 31                 Wobble Genomics                                1,034            1,034      –                                                          0.9%             
 32                 Send Technology Solutions                      1,023            1,023      –                                                          0.9%             
 33                 Wonderush Ltd (t / a Hownow)                   1,009            1,009      –                                                          0.8%             
 34                 iOpt                                           1,006            1,006      –                                                          0.8%             
 35                 Axis Spine Technologies                        1,002            1,002      –                                                          0.8%             
 36                 Warwick Acoustics                              1,002            1,002      –                                                          0.8%             
 37                 Seahawk Bidco                                  479              926        490                                                        0.8%             
 38                 Naitive Technologies                           731              731        –                                                          0.6%             
 39                 Oddbox                                         1,002            730        41                                                         0.6%             
 40                 Intuitive Holding                              1,508            669        50                                                         0.6%             
 41                 Northrow                                       1,406            648        (102)                                                      0.5%             
 42                 Duke & Dexter                                  1,132            589        (550)                                                      0.5%             
 43                 Rego Technologies (t / a Upp) (formerly Volo)  2,223            532        92                                                         0.4%             
 44                 Synthesized                                    482              482        –                                                          0.4%             
 45                 Fresh Approach (UK) Holdings                   911              471        (375)                                                      0.4%             
 46                 Thanksbox (t / a Mo)                           1,524            375        (207)                                                      0.3%             
 47                 Atlas Cloud                                    648              356        (291)                                                      0.3%             
 48                 musicMagpie*                                   222              282        (755)                                                      0.2%             
 49                 Sen Corporation                                643              280        (363)                                                      0.2%             
 50                 Arnlea Holdings                                1,287            234        11                                                         0.2%             
 51                 Sorted                                         164              164        (26)                                                       0.1%             
 52                 Customs Connect Group                          1,431            106        (8)                                                        0.1%             
 53                 Angle*                                         134              46         (29)                                                       0.0%             
 54                 Velocity Composites*                           84               30         (1)                                                        0.0%             
 55                 Quotevine                                      1,187            –          –                                                          0.0%             
 56                 Nutshell                                       675              –          (354)                                                      0.0%             
 57                 Ablatus Therapeutics                           559              –          –                                                          0.0%             
 Total venture capital investments                                 76,632           75,779                                                                63.4%            
 Net current assets                                                                 43,747                                                                36.6%            
 Net assets                                                                         119,526                                                               100.0%           

*Quoted on AIM 
**This change in ‘like for like’ valuations is a comparison of the 31
March 2024 valuations with the 31 March 2023 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

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:

Investment and liquidity risk: investment in smaller and unquoted companies,
such as those in which the Company invests, involves a higher degree of risk
than investment in larger listed companies because they generally have limited
product lines, markets and financial resources and may be more dependent on
key individuals. The securities of smaller companies in which the Company
invests are typically unlisted, making them illiquid, and this may cause
difficulties in valuing and disposing of the securities. The Company may
invest in businesses whose shares are quoted on AIM – the fact that a share
is quoted on AIM does not mean that it can be readily traded and the spread
between the buying and selling prices of such shares may be wide.

Mitigation: the Directors aim to limit the risk attaching to the portfolio as
a whole by 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
with the Manager on a regular basis.

Financial risk: most of the Company’s investments involve a medium to
long-term commitment and many are illiquid.

Mitigation: 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.

Economic risk: events such as economic recession or general fluctuation in
stock markets, exchange rates and 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. The level of economic risk has been elevated recently by inflationary
pressures, interest rate increases, and supply shortages.

Mitigation: the Company invests in a diversified portfolio of investments
spanning various industry sectors, and 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 Manager
typically provides an investment executive to actively support the board of
each unquoted investee company. At all times, and particularly during periods
of heightened economic uncertainty, the investment executives share best
practice from across the portfolio with investee management teams in order to
mitigate economic risk.

Stock market risk: some 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.

Mitigation: the Company’s AIM quoted investments are actively managed by the
Manager, and the Board keeps the portfolio and the actions taken under ongoing
review.

Credit risk: the Company holds a number of financial instruments and cash
deposits and is dependent on the counterparties discharging their commitment.

Mitigation: the Directors review the creditworthiness of the counterparties to
these instruments and cash deposits and seek to ensure there is no undue
concentration of credit risk with any one party.

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.

Mitigation: the Board and the Manager monitor political developments and where
appropriate seek to make representations either directly or through relevant
trade bodies

Internal control risk: the Company’s assets could be at risk in the absence
of an appropriate internal control regime which is able to operate effectively
even during times of disruption.

Mitigation: the Board regularly reviews the system of internal controls, both
financial and non-financial, operated by the Company and the Manager. These
include controls designed to ensure that the Company’s assets are
safeguarded and that proper accounting records are maintained.

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.

Mitigation: the Manager 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, 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 swiftly to
changing circumstances.

Directors’ responsibilities 
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.

The Directors confirm that to the best of their 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.
The Directors 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.

The Directors of the company at the date of this announcement were Mr D P A
Gravells (Chair), Mr S P Devonshire, Miss C A McAnulty and Miss R K Ramparia.

Other matters

The above summary of results for the year ended 31 March 2024 does not
constitute statutory financial statements within the meaning of Section 435 of
the Companies Act 2006 and has not been delivered to the Registrar of
Companies. Statutory financial statements will be filed with the Registrar of
Companies in due course; the independent auditor’s report on those financial
statements under Section 495 of the Companies Act 2006 is unqualified, does
not include any reference to matters to which the auditor drew attention by
way of emphasis without qualifying the report and does not contain a statement
under Section 498 (2) or (3) of the Companies Act 2006.

The calculation of the return per share is based on the profit after tax for
the year of £2,848,000 (2023: loss £3,464,000) and on 199,198,196 (2023:
187,331,778) shares, being the weighted average number of shares in issue
during the year.

The calculation of net asset value per share as at 31 March 2024 is based on
net assets of £119,526,000 (2023: £109,576,000) divided by the 208,675,544
(2023: 185,640,724) ordinary shares in issue at that date.

If approved by shareholders, the proposed final dividend of 1.2 pence per
share for the year ended 31 March 2024 will be paid on 23 August 2024 to
shareholders on the register at the close of business on 26 July 2024.

The full annual report including financial statements for the year ended 31
March 2024 is expected to be made available to shareholders on or around 28
June 2024 and will be available to the public at the registered office of the
company at Forward House, 17 High Street, Henley-in-Arden B95 5AA and on the
Company’s website.

The contents of the Mercia Asset Management PLC website and the contents of
any website accessible from hyperlinks on the Mercia Asset Management PLC
website (or any other website) are not incorporated into, nor form part of,
this announcement

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