REG-Annual Report and Financial Statements for the year ended 31 March 2025
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17 June 2025
Northern 2 VCT PLC
Annual Report and Financial Statements for the year ended 31 March 2025
Northern 2 VCT PLC is a Venture Capital Trust (VCT) managed by Mercia Fund
Management Limited. It invests mainly in unquoted venture capital holdings and
aims to provide long-term tax-free returns to shareholders through a
combination of dividend yield and capital growth.
Financial highlights (comparative figures as at 31 March 2024):
Year ended 31 March 2025 Year ended 31 March 2024
Net assets £128.1m £119.5m
Net asset value per share 58.3p 57.3p
Return per share
Revenue 0.5p 0.8p
Capital 3.3p 0.6p
Total 3.8p 1.4p
Dividend per share declared in respect of the period
Interim dividend 1.7p 1.8p
Proposed final dividend 1.3p 1.2p
Total 3.0p 3.0p
Return to shareholders since launch
Net asset value per share 58.3p 57.3p
Cumulative dividends paid per share^* 142.0p 139.1p
Cumulative return per share^ 200.3p 196.4p
Mid-market share price at end of period 53.5p 54.5p
Share price discount to net asset value 8.2% 4.9%
Annualised tax-free dividend yield^** 5.2% 5.1%
* Excluding proposed final dividend payable on 5 September
2025.
** Based on net asset value per share at the start of the
period.
^ Definitions of the terms and alternative performance measures
used in this report can be found in the glossary of terms in the annual
report.
Chair’s statement
Overview
I am pleased to report that in the year ended 31 March 2025, the Company
delivered a return of 3.8 pence per share (2024: 1.4 pence), equivalent to
6.6% of the opening net asset value (NAV) per share. Investment activity
during the year remained buoyant with a total of £14.6 million invested in 17
promising early stage businesses, of which six were new investments. The
Company divested its holdings in six companies, raising total proceeds of
£11.0 million.
In the financial year under review, we saw a change of government in the UK
with the Labour Party elected in July 2024. Significant changes were announced
in the 2024 UK autumn budget. The new government set out its priorities to
drive economic growth. However it also saw tax rises and other changes to
address the level of government borrowing. Positively, the 2024 UK autumn
budget included the extension of the VCT scheme by a further 10 years which
was very welcome as it gave certainty to the VCT sector allowing capital to
continue to flow and be invested in early stage, high growth businesses.
Although the UK economy has displayed some resilience, with inflation easing
from its peak and interest rates starting to fall, there have been reductions
in independent growth forecasts and the overall GDP growth outlook remains
challenging. It is pleasing to note that the Company has continued its pace of
investment activity and grown its NAV per share against this economic
backdrop.
Since the financial year end, there has been an increase in volatility in the
financial markets driven by external factors. In particular, the trade
policies of President Trump’s administration in respect of tariffs on
international trading partners have had significant and wide-ranging impacts
on political relations. This has resulted in a lowering of forecasts for
global growth. Although the tariffs are on goods rather than services, the USA
is a key market for expansion for a number of our portfolio companies and
therefore an early resolution over trade arrangements will be welcomed.
Despite the macroeconomic environment, our share offer to raise £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
The NAV per share as at 31 March 2025, after deducting dividends paid during
the year totalling 2.9 pence, was 58.3 pence compared with 57.3 pence as at 31
March 2024. Given the increase in NAV per share of the Company and the
conditions for the payment of a performance fee being met, a performance fee
of £321,000 (year ended 31 March 2024: £nil) is payable to the Manager and
has been provided for in the financial statements.
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 the 5%
dividend target is still appropriate.
Having already declared an interim dividend of 1.7 pence per share which was
paid in January 2025, your Directors now propose a final dividend of 1.3 pence
per share. The total of 3.0 pence per share is equivalent to 5.2% of the
opening NAV of 57.3 pence per share, and is consistent with the total pence
per share dividends declared in respect of the previous financial year. The
proposed final dividend will be paid on 5 September 2025, 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
predominantly in the software & AI, consumer and health & life sciences
sectors. Investment levels have remained strong, with £9.3 million of capital
provided to six new venture capital companies and £5.3 million of follow-on
capital invested into 11 existing portfolio investments.
There were six exits in the year, the most notable being Gentronix, sold for
net proceeds of £5.2 million compared to an original cost of £1.2 million, a
4.5 times lifetime return.
Over the year the Company saw increases in the valuations of portfolio by an
aggregate of £5.3 million. Strong trading in a number of portfolio companies
led to uplifts in valuations such as Pure Pet Food (£3.0 million), and
Project Glow TopCo (t/a The Beauty Tech Group) (£3.4 million). It was also
necessary to reduce the valuation of two portfolio companies in particular –
Adludio (£2.6 million), due to the decision to cease funding, and Newcells
Biotech (£1.5 million), due to poorer trading than expected. 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.
Cash balances
The Company’s liquid funds are held in in a money market fund and interest
bearing bank accounts. As at 31 March 2025, £31.0 million (out of a total of
£38.1 million of cash and cash equivalent balances) was invested in the
Blackrock ICS Sterling Liquidity Fund. Interest income generated from the
Company’s liquid funds generated £2.1 million interest income in the year.
Share offer 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
17,376,231 new ordinary shares, yielding gross subscriptions of £10.4
million. As a result of the public share offer launched in January 2025,
25,531,778 new ordinary shares were issued in April 2025, yielding gross
proceeds of £15.0 million.
The Board continues to monitor liquidity carefully and plans to raise up to
£10 million of new capital in the 2025/26 tax year. Further details will be
provided 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 13.6% 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 7,774,750 shares were repurchased
for cancellation, equivalent to approximately 3.7% 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.
Board changes
Cecilia McAnulty, who has served on the board of the Company since 2014, shall
be retiring after the Company’s AGM. Cecilia is the Company’s Senior
Independent Director and prior to that served as the Chair of the Audit and
Risk Committee. The Board would like to take this opportunity to extend their
sincere thanks to Cecilia for her guidance, insights and commitment to the
Company during her tenure. We wish her the best in her future endeavours.
In addition, I will be stepping down as Chair of the Company on the conclusion
of the Company’s AGM and will seek re-election to continue to serve as a
non-executive director. Thomas Chambers who joined our board on 19 June 2024,
and with whom I have worked closely, will succeed me as Chair.
The Board intends to recruit an experienced director to support the investment
strategy of the Company and our growth objectives.
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.
Following final review by the European Union and the issuance of the necessary
statutory instrument, in September 2024 the Sunset Clause was extended until
2035. 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 Manager 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. Investor information is contained on the Company
website and communications are sent to shareholders who have consented to
receive such information. 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 our most 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/.
Audit tender process
Following a formal and rigorous audit tender process, the Audit and Risk
Committee 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, subject to shareholder approval at the AGM in 2025. Forvis Mazars
will remain the Company’s auditor until the AGM in 2025. The Board would
like to thank Forvis Mazars LLP for their diligent service over the past
five years.
Annual General Meeting
The Company’s AGM will take place on 6 August 2025. 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 2025 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. 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. We remain positive about the resilience, diversity
and growth potential of the portfolio and its ability to generate long term
shareholder value.
We thank our investors for their continuing support.
David Gravells
Chair
17 June 2025
Extracts from the audited financial statements for the year ended 31 March
2025 are set out below.
Income statement
for the year ended 31 March 2025
Year ended 31 March 2025 Year ended 31 March 2024
Revenue £000 Capital £000 Total £000 Revenue £000 Capital £000 Total £000
Gain / (loss) on disposal of investments – 3,148 3,148 – 933 933
Unrealised fair value gains / (losses) on investments – 5,338 5,338 – 1,839 1,839
– 8,486 8,486 – 2,772 2,772
Dividend and interest income 3,144 – 3,144 2,738 – 2,738
Investment management fee (567) (2,022) (2,589) (515) (1,545) (2,060)
Other expenses (675) – (675) (602) – (602)
Return before tax 1,902 6,464 8,366 1,621 1,227 2,848
Tax on return (852) 852 – 73 (73) –
Return after tax 1,050 7,316 8,366 1,694 1,154 2,848
Return per share 0.5p 3.3p 3.8p 0.8p 0.6p 1.4p
Balance sheet
as at 31 March 2025
31 March 2025 £000 31 March 2024 £000
Fixed assets
Investments 87,889 75,779
Current assets
Debtors 2,670 911
Cash and cash equivalents 38,062 42,999
40,732 43,910
Creditors (amounts falling due within one year) (543) (163)
Net current assets 40,189 43,747
Net assets 128,078 119,526
Capital and reserves
Called-up equity share capital 10,993 10,434
Share premium 62,633 52,737
Capital redemption reserve 1,468 1,079
Capital reserve 47,177 54,973
Revaluation reserve 4,939 (853)
Revenue reserve 868 1,156
Total equity shareholders’ funds 128,078 119,526
Net asset value per share 58.3p 57.3p
Statement of changes in equity
for the year ended 31 March 2025
Non-distributable reserves Distributable reserves
Called-up share capital £000 Share premium £000 Capital redemption reserve £000 Revaluation reserve* £000 Capital reserve £000 Revenue reserve £000 Total £000
At 31 March 2024 10,434 52,737 1,079 (853) 54,973 1,156 119,526
Return after tax – – – 5,792 1,524 1,050 8,366
Dividends paid – – – – (5,109) (1,338) (6,447)
Net proceeds of share issues 948 9,896 – – – – 10,844
Shares purchased for cancellation (389) – 389 – (4,211) – (4,211)
At 31 March 2025 10,993 62,633 1,468 4,939 47,177 868 128,078
for the year ended 31 March 2024
Non-distributable reserves Distributable reserves
Called-up share capital £000 Share premium £000 Capital redemption reserve £000 Revaluation reserve* £000 Capital reserve £000 Revenue reserve £000 Total £000
At 31 March 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
* 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.
Statement of cash flows
for the year ended 31 March 2025
Year ended 31 March 2025 £000 Year ended 31 March 2024 £000
Cash flows from operating activities
Return before tax 8,366 2,848
Adjustments for:
(Gain) / loss on disposal of investments (3,148) (933)
Movements in fair value of investments (5,338) (1,839)
(Increase) / decrease in debtors 38 (85)
Increase / (decrease) in creditors 380 (11)
Net cash inflow / (outflow) from operating activities 298 (20)
Cash flows from investing activities
Purchase of investments (14,605) (15,569)
Proceeds on disposal of investments 9,184 22,168
Net cash inflow / (outflow) from investing activities (5,421) 6,599
Cash flows from financing activities
Issue of ordinary shares 11,309 16,507
Share issue expenses (465) (553)
Purchase of ordinary shares for cancellation (4,211) (2,561)
Equity dividends paid (6,447) (6,291)
Net cash inflow / (outflow) from financing activities 186 7,102
Increase / (decrease) in cash and cash equivalents (4,937) 13,681
Cash and cash equivalents at beginning of year 42,999 29,318
Cash and cash equivalents at end of year 38,062 42,999
Investment portfolio
31 March 2025
Fifteen largest venture capital investments Cost £000 Valuation £000 % of net assets by value Like for like valuation increase / (decrease) over period ** £000
1 Project Glow Topco (t/a The Beauty Tech Group, previously t/a Currentbody.com) 1,544 6,706 5.2% 3,449
2 Pure Pet Food 1,516 5,614 4.4% 3,008
3 Rockar 1,766 3,348 2.6% 370
4 Pimberly 1,876 3,207 2.5% 37
5 Tutora (t/a Tutorful) 3,023 3,023 2.4% –
6 Netacea 2,486 2,486 1.9% –
7 Forensic Analytics 2,475 2,475 1.9% –
8 Biological Preparations Group 2,166 2,392 1.9% 406
9 Ridge Pharma 1,387 2,342 1.8% 333
10 Turbine Simulated Cell Technologies 1,955 2,175 1.7% 24
11 Semble 2,072 2,072 1.6% –
12 Napo 2,052 2,052 1.6% –
13 Risk Ledger 1,509 2,044 1.6% 534
14 LMC Software 1,842 2,036 1.6% 194
15 Broker Insights 1,961 2,033 1.6% 64
Other venture capital investments
16 Social Value Portal 2,016 2,016 1.6% –
17 Enate 1,394 1,999 1.6% 606
18 Send Technology Solutions 1,858 1,930 1.5% 72
19 Clarilis 1,828 1,828 1.4% 0
20 Naitive Technologies 1,706 1,803 1.4% 97
21 Volumatic Holdings 216 1,773 1.4% (148)
22 Camena Bioscience 1,702 1,702 1.3% –
23 Moonshot 1,235 1,679 1.3% 444
24 Administrate 2,629 1,667 1.3% (166)
25 Newcells Biotech 2,935 1,618 1.3% (1,541)
26 Locate Bio 1,597 1,597 1.3% –
27 VoxPopMe 1,518 1,518 1.2% –
28 Wonderush Ltd (t/a Hownow) 1,513 1,513 1.2% –
29 Ski Zoom (t/a Heidi Ski) 1,459 1,459 1.1% –
30 Axis Spine Technologies 1,420 1,423 1.1% 4
31 Culture AI 1,376 1,376 1.1% –
32 Promethean 1,333 1,333 1.0% –
33 Buoyant Upholstery 605 1,215 0.9% (647)
34 Optellum 1,206 1,206 0.9% –
35 Duke & Dexter 1,132 1,172 0.9% 583
36 Centuro Global 1,109 1,109 0.9% –
37 iOpt 1,006 1,096 0.9% 90
38 Tozaro (formerly MIP Discovery) 1,094 1,094 0.9% –
39 Scalpel 1,036 1,036 0.8% –
40 Rego Technologies (t/a Upp)(formerly Volo) 2,349 1,034 0.8% 375
41 Wobble Genomics 1,034 1,034 0.8% –
42 Warwick Acoustics 1,002 1,002 0.8% –
43 Seahawk Bidco 479 907 0.7% (20)
44 Oddbox 1,002 795 0.6% 65
45 Synthesized 482 710 0.6% 227
46 Quotevine 1,187 448 0.3% 448
47 Thanksbox (t/a Mo) 1,524 364 0.3% (11)
48 Atlas Cloud 647 355 0.3% (1)
49 Fresh Approach (UK) Holdings 873 309 0.2% (125)
50 Arnlea Holdings 1,287 224 0.2% (11)
51 Sorted 164 216 0.2% 53
52 Sen Corporation 643 133 0.1% (147)
53 Northrow 1,406 70 0.1% (578)
54 Angle* 134 36 0.0% (10)
55 Customs Connect Group 1,433 31 0.0% (75)
56 Adludio 2,667 30 0.0% (2,646)
57 Velocity Composites* 84 24 0.0% (6)
Total venture capital investments 82,950 87,889 68.6%
Net current assets 40,189 31.4%
Net assets 128,078 100.0%
* Quoted 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.
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 The Manager has a dedicated investment team that identifies and transacts in qualifying investments. The Directors regularly meet with the Manager to maintain awareness of the pipeline, and factors this into the Company’s fund raising plans.
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.
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 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.
management.
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 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 Manager’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 Manager share best practice from across the portfolio with the investee management teams in order to help with addressing economic challenges.
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 Manager to realise the Company’s investments.
Any of these factors could have an adverse effect on investor returns.
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 The Directors aim to limit the investment and liquidity risk through regular monitoring of the investment portfolio and oversight of the Manager, 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 Manager on a regular basis.
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.
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 The Board and the Manager monitor political developments and where appropriate seek to make representations either directly or through relevant trade bodies.
satisfactory investment returns whilst retaining its VCT approval.
Operational risk: the Company does not have any employees and the Board relies on a number of third party providers, including the Manager, registrar and custodian, sponsor, receiving agent, lawyers and tax advisers, to provide it with the necessary 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 Manager. 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.
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.
Performance of the Manager: the successful implementation of the Company’s investment policy is dependent on the expertise of the Manager and its ability to attract and retain suitable staff. The Company’s ability to achieve its investment objectives is The Board reviews the performance of the Manager formally at Management Engagement Committee meetings and during the year at Board meetings. There is on-going dialogue outside of formal meetings. Performance is closely monitored against other VCT funds and review of other market intelligence.
largely dependent on the performance of the Manager in the acquisition and disposal of assets and the management of such assets. The Board has broad discretion to monitor the performance of the Manager and the power to appoint a replacement, but the
Manager’s performance or that of any replacement cannot be guaranteed.
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 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.
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 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 swiftly to changing circumstances.
Other matters
The above summary of results for the year ended 31 March 2025 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 £8,366,000 (2024: £2,848,000) and on 223,219,247 (2024:
199,198,196) shares, being the weighted average number of shares in issue
during the year.
If approved by shareholders, the proposed final dividend of 1.3 pence per
share for the year ended 31 March 2025 will be paid on 5 September 2025 to
shareholders on the register at the close of business on 8 August 2025.
The full annual report including financial statements for the year ended 31
March 2025 is expected to be made available to shareholders on or around 27
June 2025 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,
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