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NORTHERN 3 VCT PLC

Regulatory Filings Dec 5, 2025

4815_rns_2025-12-05_d7f2b489-5e0d-44cb-acb0-26ccd053b39b.pdf

Regulatory Filings

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Northern 3 VCT PLC

Half-Yearly Financial Report 30 September 2025

Contents

  • 01 Financial summary
  • 02 Half-yearly management report
  • 04 Investment policy
  • 05 Five-year performance
  • 06 Investment portfolio
  • 07 Statement of the Directors' responsibilities
  • 08 Income statement
  • 09 Balance sheet
  • 10 Statement of changes in equity
  • 11 Statement of cash flows
  • 12 Notes to the financial statements
  • 15 Company information

Welcome

Northern 3 VCT PLC is a Venture Capital Trust (VCT) managed by Mercia Fund Management Limited (the Manager).

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 Key dates

Unaudited
six months ended
30 September
2025
Unaudited
six months ended
30 September
2024
Audited
year ended
31 March
2025
Net assets £131.8m £129.7m £130.1m
Net asset value per share 89.2p 88.5p 90.0p
Return per share
Revenue 0.2p 0.4p 0.7p
Capital 1.4p 0.9p 4.1p
Total 1.6p 1.6p 4.8p
Dividend per share declared in respect of the period 2.0p 2.0p 4.5p
Cumulative return to shareholders since launch
Net asset value per share 89.2p 88.5p 90.0p
Dividends paid per share* 124.6p 120.1p 122.1p
Net asset value plus dividends paid per share 213.8p 208.6p 212.1p
Mid-market share price at end of period 84.0p 85.0p 84.0p
Share price discount to net asset value 5.8% 4.0% 6.7%
Tax-free dividend yield (based on the net asset value per share)** 5.1% 4.7% 5.0%

* Excluding interim dividend not yet paid.

20 November 2025

Half-yearly results announced

18 December 2025

Shares quoted ex dividend

21 January 2026

Interim dividend paid (to shareholders on register on 19 December 2025)

** The dividend yield is calculated by dividing the dividends declared in the 12 month period ended on each reference date by the net asset value per share at the start of that period.

James Ferguson Chairman

We are pleased to report an overall increase in the holding value of the unquoted portfolio, with strong performances from a number of portfolio companies."

Half-yearly management report

for the six months ended 30 September 2025

Over the past six months, the UK economy has lagged behind international peers, with sluggish growth and stubbornly high inflation. Speculation on the upcoming UK government budget, global political tensions and trade wars continue to influence market sentiment. Your Company has maintained its longterm strategy of investing in promising early-stage businesses, supporting its existing portfolio companies, and generating cash from realisations where circumstances permit.

Venture capital investment activity and portfolio update

We are pleased to report an overall increase in the holding value of the unquoted portfolio, with strong performances from a number of portfolio companies increasing valuations by more than reductions in the valuations of companies that have performed less well.

During the period, we made a new investment of £2.3 million in Thanks Ben, an employee benefits orchestration platform. We have also invested £3.1 million in ten existing portfolio companies. Since 30 September, £4.2 million has been invested into seven companies, including a new investment into Space and Time Limited (t/a Tesseract).

Partial realisations were made in Buoyant Upholstery, Fresh Approach, and Project Glow (trading as The Beauty Tech Group) at our holding value, and in Angle plc, a listed investment, at a price marginally below the 31 March 2025 holding value.

One further realisation has also completed, with Thanksbox Limited (t/a Mo) returning £0.8 million, a £0.5 million uplift on June's holding value.

Shortly after the end of the period, portfolio company Project Glow (trading as The Beauty Tech Group) completed its IPO on the London Stock Exchange. This was picked up by the press as an encouraging sign of activity returning to the stock market, and is a really positive step for the company, which the Northern VCTs have supported since 2018. As part of the transaction, we realised 30% of our holding, generating proceeds of £2.3 million which was a return of 5.8 times our original investment cost.

The £8.9 million portfolio of listed securities managed by RBC Brewin Dolphin was liquidated and the funds were moved into a money market fund.

Results and dividend

The unaudited net asset value (NAV) per share at 30 September 2025 was 89.2 pence (90.0 pence (audited) on 31 March 2025). The total return per share before dividends for the six months ended 30 September 2025 as shown in the income statement was 1.6 pence, compared with 1.3 pence in the corresponding period last year. The performance produced an unrealised increase of £2.7 million in the valuation of the investments.

It remains our objective to pay a dividend at least equivalent to 4.5% of the opening NAV in each year. The Board has declared an interim dividend for the year ending 31 March 2026 of 2.0 pence per share, which will be paid on 21 January 2026 to shareholders who are on the register on 19 December 2025.

We continue to operate our dividend investment scheme, which 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. We have included details of the scheme within the dividend section of our website, which can be found at: www.mercia.co.uk/vcts/n3vct/.

Shareholder matters

As a result of the fully subscribed public share offer launched in January 2025, 6,596,320 shares were issued for gross proceeds of £6.0 million.

We continue to observe a sustained demand for long-term growth capital for smaller companies in the UK. In order to continue to support our existing portfolio and invest in new early-stage opportunities, we are currently fundraising in conjunction with the other Northern VCTs. Full details of how to participate in this are available on the Company's website at www.mercia.co.uk/vcts.

We have maintained our policy of being willing to buy back the Company's shares in the market to maintain liquidity, at a 5% discount to NAV. During the period a total of 3,845,712 shares were purchased by the Company for cancellation, representing 2.7% of the opening ordinary share capital.

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 Investment 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.

Outlook

The portfolio continues to demonstrate resilience and growth potential. We remain confident in the strength and quality of the portfolio, many of which are well positioned to benefit from long-term structural trends. We will continue to invest selectively through the cycle, supporting high-growth businesses with strong fundamentals, while also seeking to deliver timely realisations where opportunities arise. With a diversified portfolio and a clear strategy for growth, we believe the Company is well placed to create shareholder value in the years ahead.

On behalf of the Board

James Ferguson Chairman

Investment policy

The Company's investment policy has been designed to enable the Company to achieve its objective whilst complying with the qualifying conditions set out in the VCT rules, as amended by HM Government from time to time.

The Directors intend that the long-term disposition of the Company's assets will be approximately 80% in a portfolio of VCT-qualifying unquoted and AIM-quoted investments and 20% in other investments selected with a view to producing an enhanced return while avoiding undue capital volatility, to provide a reserve of liquidity which will maximise the Company's flexibility as to the timing of investment acquisitions and disposals, dividend payments and share buy-backs.

Within the VCT-qualifying portfolio, investments will be structured using various investment instruments, including ordinary and preference shares, loan stocks and convertible securities, to achieve an appropriate balance of income and capital growth. The selection of new investments will necessarily have regard to the VCT rules, which are designed to focus investment on earlier stage development capital opportunities. The portfolio will be diversified by investing in a broad range of VCT-qualifying industry sectors and by holding investments in companies at different stages of maturity in the corporate development cycle. The normal investment holding period is expected to be in the range from three to ten years.

No single investment will normally represent an excess of 3% of the Company's total assets at the time of initial investment. As investments are held with a view to long-term capital growth as well as income, it is possible that individual holdings may grow in value to the point where they represent a significantly higher proportion of total assets prior to a realisation opportunity being available.

Investments will normally be made using the Company's equity shareholders' funds and it is not intended that the Company will take on any long-term borrowings.

The Company operates within a co-investment and allocation policy that applies to all funds managed by the Mercia group. Under the terms of this policy, where an investment opportunity is VCT qualifying and the funding requirement is in excess of £3 million, the Company and the other VCTs managed by Mercia are the preferred lead investors. For these opportunities the Company is entitled to participate pro rata to net assets alongside the other VCT funds managed by Mercia; save where the investment opportunity is located in the West or East Midlands, Yorkshire, Humberside, Teesside or the North East, where minimum syndication requirements mean that certain other funds managed by Mercia can participate in the funding round alongside the Northern VCTs; with an allocation in proportion to each fund's relative net asset value. Where the funding round for a new opportunity is under £3 million the VCTs will not be the lead investors; but if any such deal is in excess of £2.5 million, the Northern VCT funds have the right to participate at a de minimis level of £0.5 million.

In relation to follow-on rounds of investment where the Company and other Northern VCTs are existing investors, the Company, alongside the other Northern VCT funds, shall have priority to determine how much they wish to invest, with no requirement to offer such investment opportunities to the other funds managed or advised by the Mercia group (although they are free to do so if so determined by the Manager).

Under a co-investment scheme, members of the VCT investment team and certain key Mercia executives are required to invest personally alongside the funds in each VCT-qualifying investment on a predetermined basis.

Mercia Fund Management Limited ('Mercia') acts as Investment Manager and has done so since the Company consented to the novation of its existing investment management agreement from NVM Private Equity LLP ('NVM'), effective on 23 December 2019.

The Board's Management Engagement Committee reviews the terms of Mercia's appointment as Investment Manager on a regular basis.

Five-year performance

Comparative return to shareholders (assuming dividends re-invested)

Five years to 30 September 2025 (30 September 2020 = 100)

  • Northern 3 VCT NAV total return
  • Northern 3 VCT share price total return
  • FTSE All-Share Index total return

Net asset value and cumulative dividends per share

As at 30 September (pence per share)

  • Net asset value per share
  • Cumulative dividends paid since launch

Investment portfolio

As at 30 September 2025 (unaudited)

Fifteen largest venture capital investments Description Cost
£000
Valuation
£000
% of net assets
by value
Project Glow Topco (t/a The Beauty Tech Group) Online marketplace for home-use beauty products 1,301 7,363 5.6
Pure Pet Food Production of organic pet food 1,512 6,237 4.7
Pimberly Product information management software 1,910 3,342 2.5
Rockar E-commerce and fulfilment platform for new car sales 1,660 3,095 2.3
Tutora (t/a Tutorful) Website to help parents and students find private tutors 2,973 2,973 2.3
Risk Ledger Cyber security focused on supply chain risk 1,556 2,713 2.1
Semble Practice management software for healthcare clinicians/clinics 2,126 2,651 2.0
Netacea AI-powered cyber security consultancy 2,577 2,577 2.0
Forensic Analytics Call data communications analytics software 2,519 2,519 1.9
Broker Insights Platform connecting insurers and brokers 2,366 2,488 1.9
Send Technology Solutions Platform for insurers, reinsurers, and managing general agents 2,098 2,459 1.9
IDOX* Document content software 530 2,378 1.8
Ridge Pharma Sale of pharmaceuticals (branded, generics, specials) 1,345 2,302 1.7
Thanks Ben Employee benefits orchestration platform 2,293 2,293 1.7
Turbine Simulated Cell Technologies Simulation of cell reaction to treatment of complex disease 2,005 2,250 1.7
Fifteen largest venture capital investments 28,771 47,640 36.1
Other venture capital investments 60,979 51,181 38.9
Total venture capital investments 89,750 98,821 75.0
Net current assets 32,956 25.0
Net assets 131,777 100.0

* Quoted on AIM

Statement of the Directors' responsibilities

Responsibility statement

In accordance with Disclosure and Transparency Rule (DTR) 4.2.10, James Ferguson (Chairman), Chris Fleetwood (Chair of the Audit Committee), Anna Brown, Tim Levett, David Ovens and John Waddell, being the Directors of the Company, confirm that to the best of their knowledge:

  • (a) the condensed set of financial statements, which has been prepared in accordance with Financial Reporting Standard 104 "Interim Financial Reporting" gives a true and fair view of the assets, liabilities, financial position and profit of the Company as required by DTR 4.2.10;
  • (b) the half-yearly management report includes a fair review of the information required by DTR 4.2.7, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements;
  • (c) a description of the principal risks and uncertainties facing the Company for the remaining six months of the financial year are set out under the summary of principal risks and uncertainties below, in accordance with DTR 4.2.7; and
  • (d) there were no related party transactions in the first six months of the current financial year that are required to be disclosed, in accordance with DTR 4.2.8.

Principal risks and uncertainties

In accordance with DTR 4.2.7, the Board confirms that the principal risks and uncertainties facing the Company have not materially changed from those identified in the Annual Report and Financial Statements for the year ended 31 March 2025 ("the Annual Report"). The Board considers that the present processes for mitigating those risks remain appropriate. Following the admission of the Company's largest investment on the London Stock Exchange in October 2025, the Board has included stock market risk as an additional principal risk to those included in the Annual Report. Stock market risk is the risk of adverse price

movements on the Company's listed portfolio holdings as a result of macroeconomic or other factors resulting in the decline of the overall market.

The principal risks faced by the Company are:

  • Availability of qualifying investments risk
  • Credit risk
  • Economic and geopolitical risk
  • Financial risk
  • Investment and liquidity risk
  • Legislative and regulatory risk
  • Operational risk
  • Performance of the Investment Manager risk
  • Stock market risk
  • VCT qualifying status risk

A detailed explanation of the principal risks facing the Company can be found in the Annual Report and Financial Statements for the year ended 31 March 2025 on pages 19 to 20, as well as in Note 18 on Financial Instruments on pages 65 to 68 of that report. Copies can be viewed or downloaded from the Company's website: www.mercia.co.uk/vcts.

Environmental, Social and Governance considerations

The Company is committed to conducting its affairs responsibly and considers environmental, social and governance (ESG) issues as part of its operations. More details of the Company's considerations can be found in the Responsible Investment section in the Annual Report and Financial Statements for the year ended 31 March 2025 on pages 31 to 32.

Going concern

The Board has assessed the Company's operation as a going concern. The Company's business activities, together with the factors likely to affect its future development, performance and position are set out earlier in the half-yearly management report. The Directors have satisfied themselves that the Company's cash position is adequate to enable the Company to continue as a going concern under downside scenarios. The portfolio remains well funded and the Manager's investment team are ensuring that management teams undertake adequate cost control and cashflow planning. The major cash outflows of the Company (namely investments, share buy-backs and dividends) are within the Company's control. The Board's assessment of liquidity risk and details of the Company's policies for managing its capital and financial risks are shown in Note 18 of the Annual Report and Financial Statements for the year ended 31 March 2025 on pages 65 to 68. Accordingly, the Directors continue to adopt the going concern basis of accounting in preparing the half-yearly report and financial statements.

Cautionary statement

This report may contain forward looking statements with regard to the financial condition and results of the Company, which are made in the light of current economic and business circumstances. Nothing in this report should be construed as a profit forecast.

For and on behalf of the Board:

James Ferguson Chairman

20 November 2025

Condensed income statement

For the six months ended 30 September 2025

Unaudited six months ended
30 September 2025
Unaudited six months ended
30 September 2024
Audited year ended
31 March 2025
Notes Revenue
£000
Capital
£000
Total
£000
Revenue
£000
Capital
£000
Total
£000
Revenue
£000
Capital
£000
Total
£000
Gain on disposal of investments 294 294 1,065 1,065 2,902 2,902
Movements in fair value of investments 2,703 2,703 1,063 1,063 4,299 4,299
2,997 2,997 2,128 2,128 7,201 7,201
Dividend and interest income
3
993 993 1,227 1,227 2,692 2,692
Investment management fee
4
(313) (937) (1,250) (284) (852) (1,136) (582) (1,810) (2,392)
Other expenses (287) (287) (284) (284) (545) (545)
Return before tax 393 2,060 2,453 659 1,276 1,935 1,565 5,391 6,956
Tax on return (35) 35 (111) 111 (585) 585
6
Return after tax
358 2,095 2,453 548 1,387 1,935 980 5,976 6,956
Return per share 0.2p 1.4p 1.6p 0.4p 0.9p 1.3p 0.7p 4.1p 4.8p

The total column of the income statement is the statement of total comprehensive income of the Company prepared in accordance with FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland". The supplemental revenue return and capital return columns have been prepared in accordance with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" issued in July 2022 by the Association of Investment Companies ("AIC SORP").

  • There are no recognised gains or losses other than those disclosed in the income statement.
  • All items in the above statement derive from continuing operations.
  • The accompanying notes are an integral part of this statement.

Condensed balance sheet

As at 30 September 2025

Notes Unaudited
30 September
2025
£000
Unaudited
30 September
2024
£000
Audited
31 March
2025
£000
Fixed assets
Investments 98,821 94,812 103,231
Current assets
Debtors 124 613 2,295
Cash and cash equivalents 33,013 34,394 24,862
33,137 35,007 27,157
Creditors (amounts falling due within one year) (181) (163) (279)
Net current assets 32,956 34,844 26,878
Net assets 131,777 129,656 130,109
Capital and reserves
Called-up equity share capital 7,387 7,323 7,226
Share premium 68,128 61,979 62,268
Capital redemption reserve 1,384 1,076 1,192
Capital reserve 44,644 55,868 50,538
Revaluation reserve 9,070 2,152 7,632
Revenue reserve 1,164 1,258 1,253
Total equity shareholders' funds 131,777 129,656 130,109
7
Net asset value per share
89.2p 88.5p 90.0

Condensed statement of changes in equity

Non–distributable reserves Distributable reserves
Six months ended 30 September 2025 (unaudited) Called–up
share capital
£000
Share
premium
£000
Capital
redemption
reserve
£000
Revaluation
reserve*
£000
Capital
reserve
£000
Revenue
reserve
£000
Total
£000
At 1 April 2025 7,226 62,268 1,192 7,632 50,538 1,253 130,109
Return after tax 1,438 657 358 2,453
Dividends paid (3,276) (447) (3,723)
Net proceeds of share issues 353 5,860 6,213
Shares purchased for cancellation (192) 192 (3,275) (3,275)
At 30 September 2025 7,387 68,128 1,384 9,070 44,644 1,164 131,777
Six months ended 30 September 2024 (unaudited)
At 1 April 2024 6,858 51,738 934 2,674 58,846 1,446 122,496
Return after tax (522) 1,909 548 1,935
Dividends paid (2,502) (736) (3,238)
Net proceeds of share issues 607 10,241 10,848
Shares purchased for cancellation (142) 142 (2,385) (2,385)
At 30 September 2024 7,323 61,979 1,076 2,152 55,868 1,258 129,656
Year ended 31 March 2025**
At 1 April 2024 6,858 51,738 934 2,674 58,846 1,446 122,496
Return after tax 4,958 1,018 980 6,956
Dividends paid (4,980) (1,173) (6,153)
Net proceeds of share issues 626 10,530 11,156
Shares purchased for cancellation (258) 258 (4,346) (4,346)
At 31 March 2025 7,226 62,268 1,192 7,632 50,538 1,253 130,109

* The revaluation reserve is generally non–distributable other than that part of the reserve relating to gains/losses on readily realisable quoted investments, which are distributable.

**Comparative figures have been extracted from the audited statutory accounts for the year ended 31 March 2025.

Condensed statement of cash flows

For the six months ended 30 September 2025 (unaudited)

Unaudited
six months ended
30 September
2025
£000
Unaudited
six months ended
30 September
2024
£000
Audited
year ended
31 March
2025
£000
Cash flows from operating activities
Return before tax 2,453 1,935 6,956
Adjustments for:
(Gain)/loss on disposal of investments (294) (1,065) (2,902)
Movements in fair value of investments (2,703) (1,063) (4,299)
(Increase)/decrease in debtors 2,171 314 82
(Decrease)/increase in creditors (98) 5 121
Net cash inflow/(outflow) from operating activities 1,529 126 (42)
Cash flows from investing activities
Purchase of investments (5,638) (6,476) (16,126)
Sale/repayment of investments 13,045 4,793 9,647
Net cash inflow/(outflow) from investing activities 7,407 (1,683) (6,479)
Cash flows from financing activities
Issue of ordinary shares 6,396 11,323 11,653
Share issue expenses (183) (475) (497)
Purchase of ordinary shares for cancellation (3,275) (2,385) (4,346)
Equity dividends paid (3,723) (3,238) (6,153)
Net cash inflow/(outflow) from financing activities (785) 5,225 657
Net increase/(decrease) in cash and cash equivalents 8,151 3,668 (5,864)
Cash and cash equivalents at beginning of period 24,862 30,726 30,726
Cash and cash equivalents at end of period 33,013 34,394 24,862

Notes to the condensed financial statements

For the six months ended 30 September 2025 (unaudited)

1. Basis of Preparation

These financial statements are prepared in accordance with accounting policies consistent with Financial Reporting Standard 102 ("FRS102"), Financial Reporting Standard 104 ("FRS104") - Interim Financial Reporting, with the Companies Act 2006 and the 2014 Statement of Recommended practice, 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' ("the SORP") (updated in July 2022) issued by the Association of Investment Companies ("AIC"). These condensed financial statements comply with FRS 104, applying the recognition and measurement principles of FRS 102. The financial statements have been prepared on a going concern basis.

The preparation of the financial statements requires management to make judgements and estimates that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The most critical estimates and judgements relate to the determination of carrying value of investments at fair value through profit and loss ("FVTPL") in accordance with FRS 102 sections 11 and 12. The Company values investments by following the International Private Equity and Venture Capital Valuation ("IPEV") Guidelines as updated in 2022 and further detail on the valuation techniques used are outlined in note 2 below.

2. Accounting Policies

The accounting policies have been applied consistently throughout the period. Full details of principal accounting policies are disclosed in Note 1 on page 57 of the Annual Report and Financial Statements for the year ended 31 March 2025. The significant accounting estimates and judgements applied are consistent with those disclosed in the Annual Report for the year ended 31 March 2025.

3. Income

Unaudited
six months ended
30 September 2025
£000
Unaudited
six months ended
30 September 2024
£000
Audited
year ended
31 March 2025
£000
Dividends from unquoted companies 120 4 23
Dividends from quoted companies 132 210 304
Money market funds 578 625 1,123
Bank deposits 127 224 352
Interest income from loans to unquoted companies 36 164 890
993 1,227 2,692

4. Investment management fee

Unaudited
six months ended
30 September 2025
£000
Unaudited
six months ended
30 September 2024
£000
Audited
year ended
31 March 2025
£000
Investment management fee charged to capital 937 852 1,745
Investment management fee charged to revenue 313 284 582
Performance-related fee charged to capital 65
1,250 1,136 2,392

Further details of the agreement under which the investment management fee and performance-related fee are paid are given in the Directors' Report on page 37 and in Note 3 on page 60 of the Annual Report and Financial Statements for the year ended 31 March 2025.

5. Dividends

Unaudited
six months ended
30 September 2025
£000
Unaudited
six months ended
30 September 2024
£000
Audited
year ended
31 March 2025
£000
Final dividend paid – 2.5p (2024:2.2p) per share 3,723 3,238 3,238
Interim dividend paid – 2.0p (2024:2.0p) per share 2,915
3,723 3,238 6,153

The interim dividend of 2.0 pence per share for the year ending 31 March 2026 will be paid on 21 January 2026 to shareholders on the register on 19 December 2025.

6. Return per share

The calculation of the return per share is based on the return after tax for the six months ended 30 September 2025 and on 149,765,566 (30 September 2024: 147,760,918) ordinary shares, being the weighted average number of shares in issue during the period.

Notes to the condensed financial statements continued

7. Net asset value per share

The calculation of net asset value per share is based on the net assets at 30 September 2025 divided by the 147,737,417 (30 September 2024: 146,458,027) ordinary shares in issue at that date.

8. Related party transactions

Other than transactions with the Investment Manager as disclosed in note 4, there are no other related party transactions requiring disclosure.

9. Going concern

The financial statements have been prepared on a going concern basis. The Directors performed an assessment of the Company's ability to meet its liabilities as they fall due. In performing this assessment, the Directors took into consideration the uncertain economic outlook including:

  • the investments and liquid resources held by the Company;
  • the fact that the Company has no debt or capital commitments;
  • the ability of the Company to meet all of its liabilities and ongoing expenses from its assets, including its period-end cash balance;
  • revenue and operating cost forecasts for the forthcoming year;
  • the ability of third-party service providers to continue to provide services; and
  • potential downside scenarios including a fall in the valuation of the investment portfolio or levels of investment income.

Based on this assessment, the Directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements, and therefore determine the going concern basis to be appropriate. Details of the significant post-balance sheet events are given in Note 10 of the financial statements.

10.Post balance sheet events

On 3 October 2025, portfolio company The Beauty Tech Group completed its IPO on the London Stock Exchange. As part of this transaction the Company sold 30% of its holding for proceeds of £2.3 million.

On 22 October 2025 the Company invested £1,343,000 in a new portfolio company, Space and Time Limited (trading as Tesseract). Tesseract is a provider of field service management software.

On 30 October 2025, the investment in Thanksbox (trading as Mo) was sold for £830,000.

Since the balance sheet date, the Company has invested £2,826,000 in six existing portfolio companies.

11.Other information

The information set out in this half-yearly financial report does not constitute the Company's statutory accounts within the terms of section 434 of the Companies Act 2006 for the periods ended 30 September 2025 and 30 September 2024 and is unaudited. The financial information for the year ended 31 March 2025 does not constitute statutory accounts within the terms of section 434 of the Companies Act 2006 and is derived from the statutory accounts for that financial year, which have been delivered to the Registrar of Companies. The Auditor reported on those accounts; their report was unqualified and did not contain a statement under s498 (2) or (3) of the Companies Act 2006.

12.Publication

This half-yearly financial report is being sent to shareholders and copies will be made available to the public at the registered office of the Company, Companies House, the National Storage Mechanism and also electronically at www.mercia.co.uk/vcts.

Company information

Company Number

04280530

ISIN

GB0031152027

Directors

James Ferguson (Chairman) Anna Brown Chris Fleetwood Tim Levett David Ovens John Waddell

Secretary

Mercia Company Secretarial Services Limited

Registered office

Forward House 17 High Street Henley-in-Arden B95 5AA

Investment Manager

Mercia Fund Management Limited Forward House 17 High Street Henley-in-Arden B95 5AA

Registrar

The City Partnership (UK) Limited The Mending Rooms Park Valley Mills Meltham Road Huddersfield HD4 7BH

Northern 3 VCT PLC

Forward House 17 High Street Henley-in-Arden B95 5AA

www.mercia.co.uk/vcts/n3vct/

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