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Annual Financial Report for the Year Ended 31 March 2023

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15 June 2023

NORTHERN 3 VCT PLC

ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 31 MARCH 2023

Northern 3 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 2022):

                                                                                             Year ended  Year ended  
                                                                                             31 March    31 March    
                                                                                             2023        2022        
                                                                                                                     
 Net assets                                                                                  £113.0m     £106.9m     
                                                                                                                     
 Net asset value per share                                                                   91.6p       97.9p       
                                                                                                                     
 Return per share                                                                                                    
 Revenue                                                                                     (0.1)p      0.4p        
 Capital                                                                                     (1.5)p      (0.5)p      
 Total                                                                                       (1.6)p      (0.1)p      
                                                                                                                     
 Dividend per share declared in respect of the period                                                                
 Interim dividend                                                                            2.0p        2.0p        
 Proposed final dividend                                                                     2.5p        3.0p        
 Total                                                                                       4.5p        5.0p        
                                                                                                                     
 Cumulative return to shareholders since launch                                                                      
 Net asset value per share                                                                   91.6p       97.9p       
 Dividends paid per share*                                                                   113.4p      108.4p      
 Net asset value plus dividends paid per share                                               205.0p      206.3p      
                                                                                                                     
 Mid-market share price at end of period                                                     84.5p       94.5p       
                                                                                                                     
 Share price discount to net asset value                                                     7.8%        3.5%        
                                                                                                                     
 Annualised tax-free dividend yield (based on net asset value per share)                     4.6%        4.7%        

*Excluding proposed final dividend payable on 18 August 2023.

Enquiries:

James Sly / Sarah Williams, Mercia Asset Management PLC – 0330 223 1430

Website: www.mercia.co.uk/vcts/n3vct/

CHAIRMAN’S STATEMENT  

Results and dividend

The net asset value (NAV) per share at 31 March 2023 was 91.6 pence compared
with 97.9 pence as at 31 March 2022. The total return per share for the year
as shown in the income statement was minus 1.6 pence (2022: minus 0.1 pence).

Last year we increased the target annual dividend yield to 4.5% of opening NAV
per share. Having already declared an interim dividend of 2.0 pence per share
which was paid in January 2023, your Directors now propose a final dividend of
2.5 pence. These payments totalling 4.5 pence (2022: 5.0 pence) are equivalent
to 4.6% of the opening NAV. The proposed final dividend will, subject to
approval by shareholders at the Annual General Meeting, be paid on 18 August
2023.

Sales in the venture portfolio realised £15.4 million on an initial cost of
£6.7 million, producing a gain of £8.7 million. There was a decrease in the
valuation of the Company’s listed venture holdings of £1.2 million. The
volatility in the listed portfolio was primarily caused by a fall in the
musicMagpie PLC share price.

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.
Instructions on how to join the scheme are included within the dividend
section of our website, which can be found here: mercia.co.uk/
(https://www.globenewswire.com/Tracker?data=ShUCyr9_9Rey0Nx61uLfcWDjjpzP18ugdfja4qL-IhYXW7H8Km5HcWxJAok306xW6J9wlGi1ZEhOLQpAczFvCEhLaOUl9mACaanCBAa1-5s=)vcts
(https://www.globenewswire.com/Tracker?data=ubQ79LLqm0Nasz95gWtbtRsIgTdtzSa-exDB7hAkF2Ep6MWH1-3s1j_Bz6bVxgow-aXVmaeZwCsbLT638fOXKQ==)/n3vct/
(https://www.globenewswire.com/Tracker?data=MR6p3Q5Opcd_MEOZiTcjpPgPiybI76fBg0iQcFigAfusnRStNoO1EfypnAcjRzm6ixq88B9bTlbMHThZ4hAeqXt4dT2khSdt11-irjP9zNk=).

Investment portfolio

The realisation of the older investments made under the ‘pre-2015’ rules
continues and constituted 22% of the Company’s investments as at 31 March
2023. We expect this to provide a number of profitable future sales. Overall,
it was a busy year, with a number of notable transactions either completed or
in progress at our year end. The highlights during the year were the sales of
Lineup Systems and Ideagen plc which provided returns of 7.8 times and 9.7
times cost respectively over the course of the investment.

Despite some reductions in the Directors’ valuations of the unquoted
investments, particularly in consumer businesses, gains in Evotix (realised
shortly after our year-end) and strong performances by several other portfolio
companies resulted in an unchanged valuation.

New investments have exceeded the previous year’s level, with £10.3 million
provided to nine new venture capital investments and £5.9 million of follow
on capital invested into existing investments.

Share offers and liquidity

Liquidity increased as a result of the £17.0 million share offer in April
2022 and, as a result of the public share offer launched in January 2023,
6,597,040 new ordinary shares were issued in April 2023 for gross proceeds of
£6.0 million. Following this offer in 2022/23, and taking into account the
increased rate of investment, the Board is pleased to announce that the
Company will produce a prospectus for an offer in the 2023/24 tax year of
£14.0 million, with an over-allotment facility of £6.0 million. This offer
will be launched in September 2023.

We have maintained our policy of buying back our shares in the market, where
necessary to maintain market liquidity. During the year 3,383,207 shares,
equivalent to approximately 3.1% of the opening share capital, were purchased
for cancellation.

Changes to the performance-related management fee

Following a review of current arrangements by the Board, a resolution
proposing changes to the Management Agreement in relation to the
performance-related management fee is included in the circular for the General
Meeting. If approved, these changes will be implemented by a deed of variation
to the Company’s existing Management Agreement.

The changes in VCT legislation in 2015 required the Company to focus new
investment on earlier stage companies which, by their nature, are higher risk
and therefore likely to deliver more volatile investment returns.
Consequently, an adjustment is proposed to the scheme to ensure that strong
returns above a hurdle are delivered consistently, not just in a single year,
with a requirement that any decline in shareholder NAV must be made good,
before a performance fee is payable to the Manager. As part of these changes,
the Board and the Manager have agreed that at least 80% of any performance fee
generated is paid to the VCT investment team. Full details of the changes are
set out in the accompanying circular.

Responsible Investment

The Company’s approach to Environmental, Social and Governance (ESG)
responsibilities is set out in the annual report.

Geopolitical and other macroeconomic risks

The Company’s investments may be affected by regional events or politics. A
recent example of this is the high-inflation environment in the aftermath of
COVID-19 and the conflict in Ukraine. The Board has no control over such macro
events, and as the Company’s investments are domiciled in the UK with only a
limited presence in the rest of the world, risks are somewhat localised to
those facing the UK economy. As a result of the conflict in Ukraine, in the
year the Manager undertook a review of the entire portfolio for links to
sanctioned individuals and companies, took appropriate action where required,
and continues to monitor the situation carefully.

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. Mercia monitors the position closely and reports regularly to the Board.

The ‘sunset clause’ was a European state aid requirement when the VCT
scheme received state aid approval, which means that without a change in
legislation, investors will not receive upfront tax relief when investing in
VCTs from 6 April 2025. While the government has signalled that it will extend
the scheme, no formal legislation has been introduced to enact this
commitment. The Company and the Manager will continue to monitor progress in
this area. The Board considers that the Company, and VCTs more generally, are
successfully delivering against the Government’s mandate, which is to
channel money into higher-risk, early-stage businesses.

Annual General Meeting

The Company’s Annual General Meeting (AGM) will take place on 27 July 2023.
We intend to hold the 2023 AGM in person at Reed Smith LLP, Broadgate Tower,
20 Primrose Street, London, EC2A 2RS. Following positive comments received
from the last meetings, we also intend to offer remote access for shareholders
through an online webinar facility. Full details and formal notice of the AGM
will be provided separately. The General Meeting regarding the proposed
changes to the performance-related management fee will be held immediately
after the AGM.

Outlook

Access to capital is one of the most important factors contributing to the
success of early stage businesses; we believe that the Company is well placed
to provide that. We are encouraged by the investment opportunities that we are
seeing despite the various economic concerns.

James Ferguson

Chairman

15 June 2023

Extracts from the audited financial statements for the year ended 31 March
2023 are set out below.

INCOME STATEMENT

                                                      Year ended 31 March 2023           Year ended 31 March 2022         
                                                      Revenue    Capital    Total        Revenue    Capital    Total      
                                                      £000       £000       £000         £000       £000       £000       
                                                                                                                          
 Gain/(loss) on disposal of investments               -          1,414      1,414        -          3,963      3,963      
 Unrealised fair value gains/(losses) on investments  -          (1,540)    (1,540)      -          (2,860)    (2,860)    
                                                      -          (126)      (126)        -          1,103      1,103      
                                                                                                                          
 Dividend and interest income                         732        -          732          1,438      -          1,438      
 Investment management fee                            (519)      (1,558)    (2,077)      (563)      (1,690)    (2,253)    
 Other expenses                                       (496)      -          (496)        (407)      -          (407)      
                                                                                                                          
 Return before tax                                    (283)      (1,684)    (1,967)      468        (587)      (119)      
                                                                                                                          
 Tax on return                                        122        (122)      -            (1)        1          -          
                                                                                                                          
 Return after tax                                     (161)      (1,806)    (1,967)      467        (586)      (119)      
                                                                                                                          
 Return per share                                     (0.1 ) p   (1.5)p     (1.6)p       0.4p       (0.5p)     (0.1)p     

BALANCE SHEET

                                                    31 March 2023  31 March 2022  
                                                    £000           £000           
                                                                                  
 Fixed assets                                                                     
 Investments                                        85,775         85,269         
                                                                                  
 Current assets                                                                   
 Debtors                                            107            60             
 Cash and cash equivalents                          27,280         21,683         
                                                    27,387         21,743         
                                                                                  
 Creditors (amounts falling due within one year)    (169)          (152)          
                                                                                  
 Net current assets                                 27,218         21,591         
                                                                                  
 Net assets                                         112,993        106,860        
                                                                                  
 Capital and reserves                                                             
 Called-up equity share capital                     6,166          5,456          
 Share premium                                      37,344         20,909         
 Capital redemption reserve                         771            602            
 Capital reserve                                    63,561         64,849         
 Revaluation reserve                                4,554          13,659         
 Revenue reserve                                    597            1,385          
                                                                                  
 Total equity shareholders' funds                   112,993        106,860        
                                                                                  
 Net asset value per share                          91.6p          97.9p          

STATEMENT OF CHANGES IN EQUITY

 for the year ended 31 March 2023                                                                                                                                         
                                                                                                                                                                          
                                    ---------------          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 2022                    5,456                    20,909          602                         13,659                64,849           1,385            106,860  
 Return after tax                   -                        -               -                           (9,105)               7,299            (161)            (1,967)  
 Dividends paid                     -                        -               -                           -                     (5,614)          (627)            (6,241)  
 Net proceeds of share issues       879                      16,435          -                           -                     -                -                17,314   
 Shares purchased for cancellation  (169)                    -               169                         -                     (2,973)          -                (2,973)  
                                                                                                                                                                          
 At 31 March 2023                   6,166                    37,344          771                         4,554                 63,561           597              112,993  
                                                                                                                                                                          
                                                                                                                                                                          
 Year ended 31 March 2022           ---------------          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 2021                    5,492                    19,716          502                         26,105                64,263           1,465            117,543  
 Return after tax                   -                        -               -                           (12,446)              11,860           467              (119)    
 Dividends paid                     -                        -               -                           -                     (9,302)          (547)            (9,849)  
 Net proceeds of share issues       64                       1,193           -                           -                     -                -                1,257    
 Shares purchased for cancellation  (100)                    -               100                         -                     (1,972)          -                (1,972)  
                                                                                                                                                                          
                                                                                                                                                                          
 At 31 March 2022                   5,456                    20,909          602                         13,659                64,849           1,385            106,860  

CASH FLOW STATEMENT

                                                                                      
                                                      Year ended       Year ended     
                                                      31 March 2023    31 March 2022  
                                                      £000             £000           
 Cash flows from operating activities                                                 
 Return before tax                                    (1,967)          (119)          
 Adjustments for:                                                                     
 (Gain)/loss on disposal of investments               (1,414)          (3,963)        
 Movements in fair value of investments               1,540            2,860          
 (Increase)/decrease in debtors                       (47)             1,570          
 Increase/(decrease) in creditors                     17               (1,633)        
                                                                                      
 Net cash outflow from operating activities           (1,871)          (1,285)        
                                                                                      
 Cash flows from investing activities                                                 
 Purchase of investments                              (17,699)         (15,360)       
 Sale/repayment of investments                        17,067           25,495         
                                                                                      
 Net cash inflow/(outflow) from investing activities  (632)            10,135         
                                                                                      
 Cash flows from financing activities                                                 
 Issue of ordinary shares                             17,815           1,298          
 Share issue expenses                                 (501)            (41)           
 Purchase of ordinary shares for cancellation         (2,973)          (1,972)        
 Equity dividends paid                                (6,241)          (9,849)        
                                                                                      
 Net cash inflow/(outflow) from financing activities  8,100            (10,564)       
                                                                                      
 Increase/(decrease) in cash and cash equivalents     5,597            (1,714)        
                                                                                      
 Cash and cash equivalents at beginning of year       21,683           23,397         
                                                                                      
 Cash and cash equivalents at end of year             27,280           21,683         

INVESTMENT PORTFOLIO

                                                                 Cost             Valuation  Like for like valuation increase/ (decrease) over year **  % of net assets  
                                                                 £000             £000       %                                                          by value         
 Fifteen largest venture capital investments                                                                                                                             
 1                  Evotix (formerly SHE)                        2,487            11,383     113.7%                                                     10.1%            
 2                  Volumatic Holdings                           216              3,275      (1.9)%                                                     2.9%             
 3                  Grip-UK (t/a Climbing Hangar)                3,174            3,174      0.0%                                                       2.8%             
 4                  IDOX*                                        530              2,728      (1.3)%                                                     2.4%             
 5                  Tutora (t/a Tutorful)                        2,449            2,552      7.6%                                                       2.3%             
 6                  Rockar                                       1,660            2,471      34.7%                                                      2.2%             
 7                  Newcells Biotech                             2,229            2,265      (10.9)%                                                    2.0%             
 8                  Adludio                                      1,950            1,950      0.0%                                                       1.7%             
 9                  Biological Preparations Group                1,915            1,820      (15.2)%                                                    1.6%             
 10                 Gentronix                                    805              1,805      109.3%                                                     1.6%             
 11                 Clarilis                                     1,772            1,772      (4.4)%                                                     1.6%             
 12                 Netacea                                      1,744            1,744      0.0%                                                       1.5%             
 13                 Social Value Portal                          1,722            1,722      0.0%                                                       1.5%             
 14                 Administrate                                 2,143            1,716      7.0%                                                       1.5%             
 15                 Pure Pet Food                                1,601            1,665      0.3%                                                       1.5%             
 Other venture capital investments                                                                                                                                       
 16                 Turbine Simulated Cell Technologies          1,542            1,542      0.0%                                                       1.4%             
 17                 Project Glow Topco (t/a Currentbody.com)     1,519            1,519      0.0%                                                       1.3%             
 18                 Buoyant Upholstery                           907              1,464      (36.7)%                                                    1.3%             
 19                 Forensic Analytics                           1,382            1,382      0.0%                                                       1.2%             
 20                 Enate                                        1,373            1,373      0.0%                                                       1.2%             
 21                 Broker Insights                              1,366            1,366      0.0%                                                       1.2%             
 22                 Ridge Pharma                                 1,345            1,347      0.2%                                                       1.2%             
 23                 Optellum                                     1,250            1,250      0.0%                                                       1.1%             
 24                 Centuro Global                               1,136            1,136      0.0%                                                       1.0%             
 25                 Duke & Dexter                                1,113            1,121      0.7%                                                       1.0%             
 26                 VoxPopMe                                     1,096            1,084      (11.2)%                                                    1.0%             
 27                 Send Technology Solutions                    1,049            1,049      0.0%                                                       0.9%             
 28                 Wonderush Ltd (t/a Hownow)                   1,029            1,029      0.0%                                                       0.9%             
 29                 Axis Spine Technologies                      1,028            1,028      0.0%                                                       0.9%             
 30                 musicMagpie*                                 201              938        (50.0)%                                                    0.8%             
 31                 Pimberly                                     935              935        0.0%                                                       0.8%             
 32                 LMC Software                                 910              910        0.0%                                                       0.8%             
 33                 Locate Bio                                   813              813        0.0%                                                       0.7%             
 34                 Moonshot                                     801              801        0.0%                                                       0.7%             
 35                 Fresh Approach (UK) Holdings                 841              784        3.5%                                                       0.7%             
 36                 Naitive Technologies                         721              721        0.0%                                                       0.6%             
 37                 Oddbox                                       986              677        (81.6)%                                                    0.6%             
 38                 Northrow                                     1,322            676        (46.0)%                                                    0.6%             
 39                 Sen Corporation                              666              666        0.0%                                                       0.6%             
 40                 Atlas Cloud                                  638              638        1.0%                                                       0.6%             
 41                 Eckoh*                                       528              595        (12.5)%                                                    0.5%             
 42                 Intuitive Holding                            1,293            530        5.1%                                                       0.5%             
 43                 Synthesized                                  500              500        0.0%                                                       0.4%             
 44                 Netcall*                                     273              490        (9.3)%                                                     0.4%             
 45                 Medovate                                     1,591            480        (67.5)%                                                    0.4%             
 46                 Thanksbox (t/a Mo)                           1,407            468        (42.5)%                                                    0.4%             
 47                 Rego Technologies (t/a Upp) (formerly Volo)  2,182            431        (18.8)%                                                    0.4%             
 48                 Seahawk Bidco                                433              395        (15.9)%                                                    0.4%             
 49                 Nutshell                                     665              349        (32.5)%                                                    0.3%             
 50                 Adept Telecom                                235              332        22.2%                                                      0.3%             
 51                 ECO Animal Health*                           497              219        (40.6)%                                                    0.2%             
 52                 Arnlea Holdings                              1,138            197        9.4%                                                       0.2%             
 53                 Haystack Dryers                              1,284            187        59.3%                                                      0.2%             
 54                 Sorted Holdings                              2,542            178        7.4%                                                       0.2%             
 55                 Customs Connect Group                        1,347            107        4.5%                                                       0.1%             
 56                 Synectics*                                   171              98         (15.4)%                                                    0.1%             
 57                 Angle*                                       131              73         (61.0)%                                                    0.1%             
 58                 Pebble Beach Systems*                        564              70         0.0%                                                       0.1%             
 59                 Velocity Composites*                         61               23         76.4%                                                      0.0%             
 60                 Quotevine                                    1,184            -          (100.0)%                                                   0.0%             
 61                 Ablatus Therapeutics                         551              -          (100.0)%                                                   0.0%             
 Total venture capital investments                               70,943           74,013                                                                65.5%            
 Listed equity investments                                       10,278           11,762                                                                10.4%            
 Total fixed asset investments                                   81,221           85,775                                                                75.9%            
 Net current assets                                                               27,218                                                                24.1%            
 Net assets                                                                       112,993                                                               100.0%           

* Quoted on AIM

**This percentage change in ‘like for like’ valuations is a comparison of
the 31 March 2023 valuations with the 31 March 2022 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 relatively 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 the
London Stock Exchange or AIM and will be subject to market fluctuations
upwards and downwards. External factors such as the conflict in Ukraine,
terrorist 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 quoted investments are actively managed by specialist managers,
including Mercia in the case of the AIM-quoted investments, 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 the 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
investment 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.

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.

The Directors have confirmed 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.

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 J G D
Ferguson (Chairman), Mrs A B Brown, Mr C J Fleetwood, Mr T R Levett and Mr J
M O Waddell.

OTHER MATTERS

The financial information set out above does not constitute the company’s
statutory accounts for the years ended 31 March 2023 or 2022 but is derived
from those accounts. Statutory accounts for 2022 have been delivered to the
registrar of companies, and those for 2023 will be delivered in due course.
The auditor has reported on those accounts; their reports were (i)
unqualified; (ii) did not include a reference to any matters to which the
auditor drew attention by way of emphasis without qualifying their report; and
(iii) did 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 loss after tax for the
year of £1,967,000 (2022: £119,0000) and on 124,886,897 (2022: 109,817,073)
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 2023 is based on
net assets of £112,993,000 (2022: £106,860,000) divided by the 123,319,779
(2022: 109,115,361) ordinary shares in issue at that date.

If approved by shareholders, the proposed final dividend of 2.5 pence per
share for the year ended 31 March 2023 will be paid on 18 August 2023 to
shareholders on the register at the close of business on 21 July 2023.

The full annual report including financial statements for the year ended 31
March 2023 is expected to be made available to shareholders on or around 26
June 2023 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.

Neither the contents of the Mercia Asset Management PLC website, nor the
contents of any website accessible from hyperlinks on the Mercia Asset
Management PLC website (or any other website), are incorporated into, or form
part of, this announcement

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