Annual Report and Financial Statements for the year ended 31 March 2026

11 June 2026

Northern Venture Trust PLC

Northern Venture Trust PLC is a Venture Capital Trust (VCT) advised by Mercia Fund Management Limited.

The trust was one of the first VCTs launched on the London Stock Exchange in 1995. It invests mainly in unquoted venture capital holdings and aims to provide long-term tax-free returns to shareholders through a combination of dividend yield and capital growth.

Financial summary

Year ended 31 March 2026

* Excluding proposed final dividend payable on 4 September 2026.

** 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

Geopolitical tensions, regional conflicts and an uncertain global economic outlook continued to weigh on the operating environment during the year. Inflation eased and UK interest rates stabilised, though growth forecasts remain modest and market conditions mixed.

Despite this backdrop, the Company maintained steady investment activity and its cumulative total return.

Our share offer to raise £30 million was oversubscribed, and I would like to thank existing shareholders for their continued support and warmly welcome new investors. Proceeds from the share offer, together with sales proceeds from investments, mean that the Company is well positioned both to pursue new opportunities to support small and medium businesses and to work with existing portfolio companies to realise their growth plans.

Results and dividend

In the year ended 31 March 2026 the Company’s return on ordinary activities was minus 0.6 pence per share (year ended 31 March 2025: 4.2 pence). The NAV per share as at 31 March 2026, after deducting dividends paid during the year of 3.1 pence, was 57.8 pence, compared with 61.5 pence at 31 March 2025. The movement in total net assets and net asset value per share is summarised in Table 1.

Total income from investments during the year was £1.8 million (year ended 31 March 2025: £2.6 million). The basic investment management fee payable to the Investment Adviser was £2.5 million (year ended 31 March 2025: £2.3 million). There was no performance-related management fee payable in respect of the current year (year ended 31 March 2025: £0.4 million).

The net cash outflow from the venture capital portfolio during the year was £5.5 million, comprising cash received from disposal proceeds of £10.1 million less investments of £15.6 million. Portfolio cash flow over the past five years is summarised in Table 2 in the Investment Adviser’s review. After taking account of other cash flows, including fundraising, net of costs, of £30.9 million and dividend payments of £7.1 million, the Company’s total cash balances increased over the year by £11.1 million to £36.5 million.

Table 1: Movements in net assets and net asset value per share

NAV per share return consistently grew for the first nine months of the financial year, however market volatility in the quarter to March 2026 resulted in a reduction to our portfolio valuations. This market volatility was driven by investor concerns over the impact of AI on software company valuations, and macroeconomic uncertainty from rising oil prices and global conflict. Although private market transactions were less affected, quoted company valuations fell over February and March 2026, and we have taken this into account when striking the 31 March 2026 valuation of the portfolio. Notably, The Beauty Tech Group, a listed company that is the Company’s largest holding, was trading at a discount to its IPO price at the valuation date, resulting in a downward valuation of £0.7 million, but at the time of publishing this report the share price has subsequently recovered.

There were six exits in the year, including Idox plc, which sold for net proceeds of £2.2 million compared to an original cost of £0.2 million, a 9.4 times lifetime return. During the period we were pleased to note that The Beauty Tech Group (formerly Project Glow Topco) successfully completed its IPO on the London Stock Exchange. As part of the transaction, the Company realised 30% of its holding, generating £2.5 million cash proceeds and delivering 5.8x return on our original investment.

In 2018 we introduced an annualised target dividend yield of 5% of opening NAV, which has been exceeded in every period since. Having already declared an interim dividend of 1.6 pence per share which was paid in January 2026, we propose a final dividend of 1.5 pence per share. The total of 3.1 pence per share is equivalent to 5.0% of the opening net asset value per share of 61.5 pence. The final dividend, if approved, will be paid on 4 September 2026 to shareholders on the register on 7 August 2026.

Our dividend investment scheme, under which dividends can be re-invested in new ordinary shares free of dealing costs and with the benefit of the tax reliefs available on new VCT share subscriptions, continues to operate with around 15% participation during the year. Instructions on how to join the scheme are included within the dividend section of our website, which can be found here: mercia.co.uk/vcts/nvt/.

Investment portfolio

Investment activity has remained strong, with £6.9 million of capital provided to four new venture capital investments and £8.7 million of follow-on capital invested into the existing portfolio. We also made progress in realising the Company’s mature portfolio acquired under the previous VCT rules, with the remaining such investments now totalling £7.1 million (31 March 2025: £9.4 million).

The value of the portfolio increased by £0.1 million in the year, with several portfolio companies enjoying significant growth including Pure Pet Food, which increased in value by over £1.3 million, and Risk Ledger, which increased in value by £0.9 million. Despite volatility in the quoted markets at the balance sheet date, The Beauty Tech Group’s valuation grew by £0.4 million in the year. Not all holdings performed well: Newcells Biotech was written down to nil, a reduction of £2.0 million.

Share offers and liquidity

The Board is pleased to report the successful subscription of its 2025/26 share offer, which amounted to £30 million. Under this offer, the Company issued an interim allotment of 25,320,192 new ordinary shares in November 2025, generating £15.9 million in gross proceeds. In April 2026, just after the period end, the Company issued 22,761,845 further shares, yielding gross proceeds of £14.1 million.

The Board continues to monitor liquidity carefully and plans to raise up to £10 million of new capital in the 2026/27 tax year. Further details will be provided in due course.

Share buy-backs

We have maintained our policy of being willing to buy back the Company’s shares in the market when necessary, in order to maintain liquidity, at a 5% discount to NAV. During the year ended 31 March 2026 a total of 9,498,866 (year ended 31 March 2025: 7,272,999) shares were repurchased by the Company for cancellation at an average price of 57.9 pence (year ended 31 March 2025: 56.6 pence), representing 4.8% (year ended 31 March 2025: 3.8%) of the opening issued share capital.

Responsible investment

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

VCT legislation and qualifying status

Announced at the Autumn Budget 2025 and legislated through the Finance Act 2026, the Government increased the amount that VCT-qualifying companies can raise. Annual investment limits doubled to £10 million (£20 million for knowledge-intensive companies) and lifetime limits rose to £24 million (£40 million for knowledge-intensive companies), with the stated aim of widening the pool of scaling businesses the scheme can support.

Also with effect from 6 April 2026, income tax relief on new VCT subscriptions fell from 30% to 20% – the first change to the rate in nearly two decades. The Board is disappointed by this reduction, which it believes runs counter to the Government’s stated commitment to supporting early-stage UK businesses. In anticipation of a more challenging fundraising environment for VCTs, and to ensure the Company retains the capacity to meet demand for early-stage investment capital, we extended our 2025/26 offer to raise an additional £10 million, which was fully subscribed.

While it is too early to assess the full impact of the April 2026 change, the 2006 reduction in VCT income tax relief from 40% to 30% caused a two-thirds fall in sector fundraising – a contraction from which it took more than a decade to recover – to the detriment of the UK start-up ecosystem. Initial indications from financial advisers suggest the change will have a disproportionate effect on smaller, less resilient funds that lack the portfolio depth needed to sustain dividend payments and share buy-backs. For this reason, while we prudently raised a top-up offer on announcement of the change – giving shareholders the opportunity to benefit from the more favourable regime – we remain optimistic that the Fund will continue to attract sufficient further investment in the coming years to sustain its investment strategy. Our focus remains on identifying and backing high-potential British businesses: even in challenging times, quality management teams find opportunities to create value, and we will continue to seek and support them.

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

Investor communications

The Board is conscious of its responsibility to communicate transparently and regularly with shareholders. We look forward to welcoming shareholders to our Annual General Meeting and to our forthcoming investor seminar to be held on 29 October 2026 in London. Details of how to register for the October seminar can be found on the Company’s website at http://www.mercia.co.uk/vcts/nvt/

Annual General Meeting

The Company’s Annual General Meeting will be held at 12:30pm on 27 July 2026. The Annual General Meeting provides an excellent opportunity for shareholders, the Directors and the Investment Adviser to meet in person, exchange views and comment. We will hold the Annual General Meeting in person at Fora, 210 Euston Road, London, NW1 2DA. We also intend to offer remote access for shareholders through an online webinar facility for those who would prefer not to travel. Full details and formal notice of the Annual General Meeting are set out in a separate document. Please note that shareholders attending remotely must register their votes ahead of time, as it will not be possible to count votes from online participants at the Annual General Meeting.

Outlook

Despite the ongoing geopolitical and economic uncertainties, our commitment to providing patient capital to support innovative early-stage businesses across the UK remains unchanged. We continue to be confident in the resilience and long-term growth potential of the portfolio and its ability to deliver sustainable value for shareholders.

Deborah Hudson

Chair

11 June 2026

Investment Adviser’s review

Overview of the year

The UK venture capital market continued its recovery during the year to 31 March 2026, building on the stabilisation that followed the sharp correction from the 2021–22 funding peak. Total venture capital investment in UK businesses rebounded strongly in 2025, with year-on-year growth driven by renewed investor confidence, a more settled interest rate environment and sustained deal flow across the early and growth stages.

For the early-stage market in which the Company operates, conditions remained constructive. Seed-stage activity was robust, regional ecosystems outside London continued to develop, and the pipeline of new company formation remained healthy. Exit routes were more active than in the preceding two years, with trade sales and secondary transactions providing liquidity for investors. At the same time, the market for later-stage and scale-up capital remained tighter, reinforcing the structural importance of patient, early-stage investors such as VCTs in supporting UK businesses through their formative growth phases.

Against this backdrop, the Company remained an active investor throughout the year. Four new venture capital investments were completed and follow-on funding was provided to 18 existing portfolio companies, reflecting the increasing proportion of earlier-stage holdings that require multiple rounds of growth capital to realise their potential. At 31 March 2026 the portfolio comprised 57 companies with an aggregate value of £101.7 million. The diversity of the portfolio, spanning technology, healthtech and business services, and spread across the UK’s regional innovation hubs, positions the Company well to benefit from the recovery in early-stage deal flow and exit activity described above. The sections that follow set out the portfolio’s performance in more detail.

Table 2: Venture capital portfolio cash flow

Investments in the year

During the year ended 31 March 2026, four new venture capital investments were completed at a cost of £6.9 million and additional funding totalling £8.7 million was invested in 18 existing portfolio companies, by way of follow-on funding rounds. The proportion of follow-on companies has increased, reflecting the portfolio’s evolution towards earlier-stage companies, which often require multiple rounds of growth finance to realise their potential.

A summary of the venture capital holdings at 31 March 2026 is given in the portfolio summary, with information on the fifteen largest investments in the annual report.

New investments completed during the year

£2.3 million

Thanks Ben

Employee benefits orchestration platform

thanksben.com

£1.0 million

Snow Line (t/a Go Swag)

Sustainable, premium branded corporate gift packs

goswag.com

£2.2 million

Astral Neutronics (t/a Astral Systems)

Developer of compact fusion reactors for medical/industrial use

astralsystems.com

£1.3 million

Space and Time (t/a Tessaract)

Cloud based workflow and practice management platform for professional services

tessaract.io

Follow-on investments

During the year, the Company also made £8.7 million of follow-on investments into 18 existing portfolio companies.

New investments post year end

Following the year end, the Company made two new investments, committing £1.0 million to Flok Health, a digital healthcare provider specialising in AI-enabled physiotherapy services, and £1.0 million to Fifth Dimension AI, a software business providing decision-intelligence tools for the real estate sector.

Realisations in the year

The Beauty Tech Group is an online marketplace for home-use beauty products. The Company originally invested in CurrentBody in August 2018 and, following its sale, part of the proceeds were rolled into Project Glow in November 2021. Project Glow successfully launched on the London Stock Exchange as The Beauty Tech Group plc in October 2025. As part of the process the Company sold 30% of its holding for proceeds of £2.5 million, generating a lifetime return of 5.8x. The Company also sold £0.3 million of preference shares in Project Glow earlier in the financial year.

Idox provides software that underpins the management of planning & building control, environmental health and licensing procedures. The Company originally invested in 2007 and exited in January and March 2026 for total proceeds of £2.2 million, a 9.4x return on cost.

Thanksbox (t/a Mo) is a platform for employee engagement through recognition and connection. The Company originally invested in 2018 and exited in October 2025 for proceeds of £0.9 million, an uplift on its 31 March 2025 holding value of £0.4 million and,

a lifetime return of 0.5x.

Details of investment disposals during the year are set out in the annual report.

The most significant disposals (original cost or sales proceeds in excess of £1.0 million) are summarised in Table 3.

Northrow was an identity verification system provider. The Company made its initial investment in 2017. Northrow was fully impaired in the previous financial year, and entered into administration during the year.

Adludio was an online campaign marketing service. The Company made its initial investment in 2021. Adludio was fully impaired in the previous financial year, and is now in liquidation.

Newcells Biotech was a pharmaceutical product and services provider. The Company made its initial investment in 2018. Newcells Biotech is now in administration.

Table 3: Significant investment realisations

Portfolio

The venture capital investment portfolio comprised 57 portfolio companies and was valued at £101.7 million as at 31 March 2026. Approximately half of the portfolio (50%) was invested in companies operating in the areas of Software & AI, followed by Consumer at 23% and Health & Life Sciences sectors at 19%. Further details of the composition of the portfolio are shown in the annual report.

As at 31 March 2026 the number of venture capital investments falling into each valuation category is shown below.

Table 4: Venture capital investment valuation by category

Liquid assets (cash and cash equivalents)

The Company had cash and cash equivalents of £36.5 million at 31 March 2026. Liquid cash balances are conservatively managed to take minimal risk, and are held with the Company’s banking partners and in a money market liquidity fund managed by BlackRock.

Outlook

The macroeconomic backdrop as we enter the new financial year remains mixed. UK GDP growth is forecast to be low once more for 2026, constrained by subdued business confidence and ongoing global uncertainty, including geopolitical tensions and the impact of US trade tariff policy on international supply chains. When the Bank of England is able to reduce interest rates from their current level, financing conditions should ease for businesses and gradually support private market valuations. While the late-March volatility in quoted markets, driven in part by investor sentiment around AI and software company valuations, affected the carrying value of some holdings at our year end, a number of these have since recovered, and we do not regard this as indicative of a structural deterioration in the portfolio.

For the early-stage technology and growth businesses in which the Company invests, the underlying environment remains encouraging. Demand for innovative, capital-efficient businesses continues to grow across the sectors in which the portfolio is concentrated, and the UK’s position as Europe’s leading hub for AI, deep tech and healthtech investment provides a supportive backdrop for exit activity over the medium term. The Company’s cash and cash equivalents position of £36.5 million at 31 March 2026 provides significant capacity to support existing portfolio companies through follow-on rounds and to selectively deploy capital into new opportunities as they arise.

We remain confident in the long-term prospects of the portfolio. We will continue to apply a disciplined approach to new investment, focusing on high-quality companies with credible paths to profitability, while working actively with existing holdings to build value ahead of future realisations. The Company is well-positioned to meet its objective of providing shareholders with attractive long-term tax-free returns, and we look forward to reporting on further progress in the year ahead.

Mercia Fund Management Limited

Investment Adviser

11 June 2026

Investment portfolio

31 March 2026

* Listed on AIM

** Listed on the London Stock Exchange

*** This change in ‘like for like’ valuations is a comparison of the 31 March 2026 valuations with the 31 March 2025 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.

Extracts from the audited financial statements for the year ended 31 March 2026 are set out below.

Income statement

for the year ended 31 March 2026

Balance sheet

as at 31 March 2026

Statement of changes in equity

for the year ended 31 March 2026

for the year ended 31 March 2025

* 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, see the annual report for more details.

Statement of cash flows

for the year ended 31 March 2026

Risk management

The Audit & Risk Committee 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. During the year, the Audit & Risk Committee reviewed the Company’s emerging risk framework and determined that “AI” and advanced technology risk has increased in significance and potential impact and should therefore now be classified as a principal risk. The principal and emerging risks and uncertainties identified by the Audit & Risk Committee and accepted by the Board as potentially affecting the Company’s business model and future performance, and the corresponding steps taken to mitigate such risks, are as follows:

The Audit & Risk Committee continually assesses and monitors emerging risks that could impact the Company’s operations and strategic objectives. As part of the risk assessment process, the Audit & Risk Committee 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 Audit & Risk Committee, through recommendations to 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 2026 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 return after tax for the year of minus £1,387,000 (2025: £8,481,000) and on 226,380,984 (2025: 200,018,249) shares, being the weighted average number of shares in issue during the period.

The proposed final dividend of 1.5 pence per share for the year ended 31 March 2026 will, if approved by shareholders at the Annual General Meeting, be paid on 4 September 2026 to shareholders on the register on 7 August 2026.

The full annual report including financial statements for the year ended 31 March 2026 is expected to be made available to shareholders on or around 26 June 2026 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.

Enquiries:

Sarah Williams / James Sly, Mercia Fund Management Limited - 0330 223 1430

Website: www.mercia.co.uk/vcts