Half-year Report

Crystal Amber Fund Limited

31 March 2026

 

31 March 2026

CRYSTAL AMBER FUND LIMITED

("Crystal Amber Fund" or the "Fund")

Interim Report and Unaudited Condensed Financial Statements

For the six months ended 31 December 2025

Highlights

·  Net Asset Value ("NAV") per share decreased by 0.5% over the six-month period to 31 December 2025 to 177.5p per share.

·    £6.6 million asset enhancing share buyback during the period at an average 19.5% discount to NAV.

·    Strong operational progress at Morphic Medical Inc. 

·    Cash proceeds from De La Rue takeover received.

·    Shareholder approval sought to change the Company's investment policy and appoint a new Investment Manager and Investment adviser as set out in a Circular to shareholders dated 31 March 2026.

For further enquiries please contact:

Crystal Amber Fund Limited

Chris Waldron (Chairman)

Tel: [phone]

www.crystalamber.com

Allenby Capital Limited - Nominated Adviser

Jeremy Porter/ Ashur Joseph

Tel: [phone]

Winterflood Investment Trusts - Broker

Joe Winkley/Neil Langford

Tel: [phone]

Crystal Amber Advisers (UK) LLP - Investment Adviser

Richard Bernstein

Tel: [phone]

Chairman's Statement

The six-month period to 31 December 2025 has seen the Fund make steady progress. As a result of the £6.6 million share buyback and negative exchange rate movements of £1.0 million, net asset value declined from £116.2 million (178.4p per share) to an unaudited NAV of £107.4 million (177.5p per share). Net asset value per share decreased by 0.5%. This compares to a 4.6% increase in the Deutsche Numis Small Cap Index including AIM over the same period. Over the longer term, the Fund's performance remains impressive, with NAV per share increasing by 68.5% since December 2022, well ahead of the benchmark 18.5%.

Much of that performance can be attributed to the successful exit from the Fund's long term holding in De La Rue and the continuing progress at the Fund's largest shareholding, Morphic Medical Inc ("MMI"). We have covered De La Rue extensively in previous reports, detailing the patient activism that was integral to enabling the successful exit, but the period under review saw the conclusion of the bid from Atlas Holdings and final cash proceeds were eventually received in July.

With De La Rue sold, the importance of MMI to the Fund only increased and this became the prime focus for the Manager and the Fund in the period. Initially, this saw an emphasis on ensuring the right management team was in place at MMI, and with the appointment of Mike Gutteridge as CEO and latterly Jane Wright as CFO, the Fund is confident that this has been achieved. Shareholders who saw the webinar that Mike and I hosted in October last year will have seen the progress that has been made. The Fund has also continued to fund the growth of MMI, as detailed in the Investment Manager's report below and will consider supporting further investment alongside new cornerstone investors if appropriate.

However, it also became clear during 2025 that despite the value added to date, maximising the value of the Fund's investment in MMI will take longer than previously envisaged and that securing FDA approval will be key to unlocking that value. This would therefore entail the Fund actively continuing to oversee MMI and its funding until 2028 or 2029. This longer timeframe, together with the wish to pursue other ventures were key considerations for the Manager and Richard Bernstein, its principal adviser, in deciding to step down from managing the Fund.

We first announced this to the market in November 2025 along with the intention to appoint Tarncourt Asset Management ("Tarncourt") as the successor manager and since then have worked with both the current and prospective management teams and our advisers to finalise the proposals. We have also liaised extensively with our largest shareholders to ensure that the terms of Tarncourt's appointment are in the best interests of the Fund and we are grateful for their input.

The proposals are set out in greater detail in the EGM circular that has been issued to shareholders at the same time as these interim accounts but I would like to emphasise the Board is confident that Tarncourt is well placed to manage the vital development and future funding of MMI as well as the long term growth of the Fund under its proposed new mandate. The Board also notes that the current Manager will remain a shareholder after stepping down, which is a welcome vote of confidence in the new structure.

Richard Bernstein and the Manager have been in place since the launch of the Fund in 2008, so the forthcoming EGM marks the end of an era. His style of quiet activism has seen many notable successes over the years, with Thorntons, Pinewood, Aer Lingus and Hurricane Energy coming to mind and latterly De La Rue. The Board is grateful for his support and dedication. We wish him well.

Finally, with the appointment of Tarncourt and the change of investment mandate, I am mindful that my tenure on the Board is now well beyond the recommended nine years and consequently I will not be standing for re-election at the next AGM. In the interim, I am looking forward to working with all stakeholders to ensure a smooth transition to the next stage of the Fund's life.

Christopher Waldron

Chairman

30 March 2026

Investment Manager's Report

Performance

During the six-month period to 31 December 2025, net asset value decreased from £116.2 million (178.4p per share) to an unaudited NAV of £107.4 million (177.5p per share). The decline in NAV was predominately caused by the £6.6 million share buyback and negative exchange rate movements of £1 million.

Investee companies

Morphic Medical Inc ("MMI")

Morphic's product, Reset®, is a thin, flexible implant that lines the proximal small intestine and mimics gastric bypass bariatric surgery as food bypasses the duodenum and the upper intestines. Unlike gastric bypass surgery, Reset® is reversible, minimally invasive, and temporary. It does not permanently alter the patient's anatomy and uniquely targets the body's own blood glucose control mechanisms. This is achieved through a 20-minute endoscopic procedure. The patient will typically retain the device for nine months, after which the device is removed.

Following MMI's receipt of the European CE mark and UK regulatory approval for its Reset® system, patients have had procedures in both the UK and India. MMI has also signed distribution agreements in Spain, Belgium, Netherlands, Czech Republic and the Middle East. Patient enrolment for its US Step-1 study is ongoing and expected to complete between late 2027 and early 2028. FDA approval for the Reset® device in the US is expected in either 2028 or 2029.

Patient recruitment in the US for the pivotal FDA study for Reset® is accelerating. Last month, two further procedures were carried out in Miami and seven patients were scheduled for February 2026. The FDA has also recently agreed to a change to the study protocol, which will speed up patient recruitment.

Due to the data collected so far from over 200 studies on safety, efficacy and durability in Germany, NUB status (the reimbursement and pricing of innovative in-patient drugs and devices) has been awarded following a rigorous assessment by the German hospital and reimbursement system and reflects recognition that Reset® is supported by a substantial and growing body of clinical evidence and research, demonstrating both clinical relevance and therapeutic potential. The designation enables hospitals in Germany to apply for supplementary reimbursement for the use of Reset® while broader reimbursement pathways in other countries continue to be evaluated.

To satisfy future demand for Reset®, MMI has now agreed terms with its contract manufacturers to start manufacturing Reset® at scale.

The Fund has continued to fund the growth of MMI, with $14m invested in MMI since the start of 2025 at $0.48 per share and anticipates further investment alongside cornerstone investors if appropriate.

The Fund's other remaining holdings of Allied Minds Plc, Sigma Broking Limited and Sutton Harbour Plc account for less than 10% of the Fund's total net asset value. The Investment Manager is in active discussions with each of these companies with a view to maximising their monetisation. Sigma Broking Limited is in advanced discussions to dispose of its London Metal Exchange business. Completion is dependent upon regulatory approvals for the change of control. On closing, the Fund is expected to receive a capital distribution. Sigma Broking will retain its wealth management division.

The largest investment held by Allied Minds, Federated Wireless, delivered solid operational progress, executing the second year of its restructuring while improving financial quality and market position. Revenue for 2025 was $18.6M, with 36% year on year growth in recurring revenue, which now represents 86% of total revenue. Operating expenses were reduced by 30% compared to earlier years, enabling the company to achieve positive EBITDA and expand margins.  

The company grew market share to 80% in CBRS, driven by product performance and continued migration of customers from competitors. Management is targeting further strong growth in revenue and EBITDA, supported by growth from Verizon deployments, the expected Comcast migration, new federal projects, and further expansion within the existing customer base.

Crystal Amber Asset Management (Guernsey) Limited

30 March 2026

Condensed Statement of Profit or Loss and Other Comprehensive Income (Unaudited)

For the six months ended 31 December 2025

	Six months ended 31 December					Six months ended 31 December
		2025				2024
		Revenue	Capital	Total		Revenue	Capital	Total
	Note	£	£	£		£	£	£
Income
Interest received		340,792	-	340,792		2,178	-	2,178
		340,792	-	340,792		2,178	-	2,178
Net gains on financial assets designated at FVTPL
Equities
Net realised gains	4	-	4,930,712	4,930,712		-	693,295	693,295
Movement in unrealised (losses)/gains	4	-	(7,690,363)	(7,690,363)		-	1,321,006	1,321,006
Debt Instruments
Movement in unrealised gains	4	-	-	-		-	569,740	569,740
		-	(2,759,651)	(2,759,651)		-	2,584,041	2,584,041
Total income		340,792	(2,759,651)	(2,418,859)		2,178	2,584,041	2,586,219
Expenses
Transaction costs		-	4,400	4,400		-	50,039	50,039
Exchange movements on revaluation of investments and working capital		-	(974,949)	(974,949)		(190,654)	(215,017)	(405,671)
Management fees	9	345,000	-	345,000		345,000	-	345,000
Directors' remuneration		65,000	-	65,000		65,000	-	65,000
Administration fees		66,440	-	66,440		77,941	-	77,941
Custodian fees		27,760	-	27,760		35,723	-	35,723
Audit fees		41,680	-	41,680		70,000	-	70,000
Other expenses		197,095	-	197,095		256,246	-	256,246
		742,975	(970,549)	(227,574)		659,256	(164,978)	494,278
(Loss)/return for the period		(402,183)	(1,789,102)	(2,191,285)		(657,078)	2,749,019	2,091,941
Basic and diluted (loss)/earnings per share (pence)	2	(0.64)	(2.84)	(3.48)		(0.91)	3.83	2.91

All items in the above statement derive from continuing operations.

The total column of this statement represents the Company's Statement of Profit or Loss and Other Comprehensive Income prepared in accordance with IFRS. The supplementary information on the allocation between revenue return and capital return is presented under guidance published by the AIC.

The Notes to the Unaudited Condensed Financial Statements below form an integral part of these Interim Financial Statements.

Condensed Statement of Financial Position (Unaudited)

As at 31 December 2025

		As at		As at		As at
		31 December		30 June		31 December
		2025		2025		2024
		(Unaudited)		(Audited)		(Unaudited)
	Note	£		£		£
Assets
Cash and cash equivalents		17,536,861		10,935,462		120,713
Trade and other receivables		246,823		247,277		65,114
Financial assets designated at FVTPL	4	92,884,910		105,604,308		127,581,426
Total assets		110,668,594		116,787,047		127,767,253
Liabilities
Trade and other payables		3,281,914		562,677		354,048
Total liabilities		3,281,914		562,677		354,048
Equity
Capital and reserves attributable to the Company's equity shareholders
Share capital	6	846,238		846,238		997,498
Treasury shares reserve	7	(25,944,859)		(19,298,454)		(29,409,600)
Distributable reserve		22,964,677		22,964,677		40,586,958
Retained earnings		109,520,624		111,711,909		115,238,349
Total equity		107,386,680		116,224,370		127,413,205
Total liabilities and equity		110,668,594		116,787,047		127,767,253
NAV per share (pence)		177.49		178.39		178.08

The Interim Financial Statements were approved by the Board of Directors and authorised for issue on 30 March 2026

   Christopher Waldron                                                                     Jane Le Maitre                 

   Chairman                                                                                            Director

   30 March 2026                                                                                 30 March 2026                                    

The Notes to the Unaudited Condensed Financial Statements below form an integral part of these Interim Financial Statements.

Condensed Statement of Changes in Equity (Unaudited)

For the six months ended 31 December 2025

		Share	Treasury	Distributable	Retained earnings
		Capital	Shares	Reserve	Capital	Revenue	Total	Total Equity
	Note	£	£	£	£	£	£	£
Opening balance at 1 July 2025		846,238	(19,298,454)	22,964,677	123,085,932	(11,374,023)	111,711,909	116,224,370
Purchase of Ordinary shares into Treasury	7	-	(6,646,405)	-	-	-	-	(6,646,405)
Losses for the period		-	-	-	(1,789,102)	(402,183)	(2,191,285)	(2,191,285)
Balance at 31 December 2025		846,238	(25,944,859)	22,964,677	121,296,830	(11,776,206)	109,520,624	107,386,680

For the six months ended 31 December 2024

		Share	Treasury	Distributable	Retained earnings			Total
		Capital	Shares	Reserve	Capital	Revenue	Total	Equity
	Note	£	£	£	£	£	£	£
Opening balance at 1 July 2024		997,498	(28,022,816)	40,586,958	123,554,686	(10,408,278)	113,146,408	126,708,048
Purchase of Ordinary shares into Treasury	7	-	(1,386,784)	-	-	-	-	(1,386,784)
Gains/(losses) for the period		-	-	-	2,749,019	(657,078)	2,091,941	2,091,941
Balance at 31 December 2024		997,498	(29,409,600)	40,586,958	126,303,705	(11,065,356)	115,238,349	127,413,205

Condensed Statement of Cash Flows (Unaudited)

For the six months ended 31 December 2025

	Six months	Six months
	ended	ended
	31 December	31 December
	2025	2024
	(Unaudited)	(Unaudited)
	£	£
Cash flows from operating activities
Bank interest received	346,060	2,178
Management fees paid	(402,500)	(345,000)
Directors' fees paid	(65,000)	(65,000)
Other expenses paid	(356,119)	(273,881)
Net cash outflow from operating activities	(477,559)	(681,703)
Cash flows from investing activities
Purchase of equity investments	(4,092,984)	(4,170,604)
Sale of equity investments	18,017,439	5,669,516
Purchase of debt instruments	-	(1,560,848)
Transaction charges on purchase and sale of investments	(4,400)	(50,039)
Net cash inflow/(outflow) from investing activities	13,920,055	(111,975)
Cash flows from financing activities
Purchase of Company shares into Treasury	(6,841,097)	(1,386,784)
Net cash outflow from financing activities	(6,841,097)	(1,386,784)
Net increase/(decrease) in cash and cash equivalents during the period	6,601,399	(2,180,462)
Cash and cash equivalents at beginning of period	10,935,462	2,301,175
Cash and cash equivalents at end of period	17,536,861	120,713

The Notes to the Unaudited Condensed Financial Statements below form an integral part of these Interim Financial Statements.

Notes to the Unaudited Condensed Financial Statements

For the six months ended 31 December 2025

General Information

Crystal Amber Fund Limited (the "Company") was incorporated and registered in Guernsey on 22 June 2007 and is governed in accordance with the provisions of the Companies Law. The registered office address is PO Box 286, Floor 2, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GYI 4LY. The Company was established to provide Shareholders with an attractive total return, which was expected to comprise primarily capital growth with the potential for distributions of up to 5 pence per share per annum following consideration of the accumulated retained earnings as well as unrealised gains and losses. Following changes to the Company's investment policy in March 2022, the Company's strategy has been to optimise outcomes for a limited number of special situations where the Company believes value can be realised regardless of market direction.

Proposed changes to investment policy and management arrangements

As the Fund announced on 14^th November 2025, the Fund's investment manager, Crystal Amber Asset Management (Guernsey) Limited (the "Existing Manager"), has informed the Board of its intention to resign as investment manager. The Existing Manager, with its principal adviser Richard Bernstein, has been managing the Fund since its launch in 2008. Given the need to continue to oversee MMI for a longer period than previously anticipated and Mr Bernstein's wish to pursue other ventures, the Fund has accepted the Existing Manager's decision  which will take effect on the appointment of a new investment manager. The Board wishes to express its sincere gratitude to Mr Bernstein for his vision, dedication and contribution to both the performance and the reputation of the Fund since its inception.

As outlined in the shareholder circular published on 31 March 2026, the Board has proposed a number of changes to the Company's investment policy, the appointment of a new Investment Manager (Global Fund Management Services Limited) and a new Investment Adviser (Tarncourt Asset Management Limited) together with the adoption of new Articles to reinstate a periodic continuation vote. These proposals have been developed following extensive engagement with major Shareholders and reflect the Board's intention to ensure that the Company is appropriately positioned for the next phase of its strategy. As at the date of approval of these Interim Financial Statements, these proposals remain subject to Shareholder approval at an Extraordinary General Meeting and therefore have not yet taken effect. The Company will update Shareholders following the outcome of the Extraordinary General Meeting.

Morphic Medical Inc is an unconsolidated subsidiary of the Company and was incorporated in Delaware. As at 31 December 2025 it had 6 wholly-owned subsidiaries and its principal place of business is Boston. Refer to Note 9 for further information.

The Company's Ordinary shares were listed and admitted to trading on AIM, on 17 June 2008. The Company is also a member of the AIC.

1.            SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these Interim Financial Statements are set out below. These policies have been consistently applied to those balances considered material to the Interim Financial Statements throughout the current period, unless otherwise stated.

Basis of preparation

The Interim Financial Statements have been prepared in accordance with IAS 34, Interim Financial Reporting. 

The Interim Financial Statements do not include all the information and disclosures required in the Annual Financial Statements and should be read in conjunction with the Company's Annual Financial Statements for the year to 30 June 2025. The Annual Financial Statements have been prepared in accordance with IFRS.

The same accounting policies and methods of computation have been used in the Interim Financial Statements as in the Annual Financial Statements for the year ended 30 June 2025.

The presentation of the Interim Financial Statements is consistent with the Annual Financial Statements. Where presentational guidance set out in the SORP "Financial Statements of Investment Trust Companies and Venture Capital Trust (issued by the AIC in November 2014 and updated in February 2018, October 2019, April 2021 and July 2022) is consistent with the requirements of IFRS, the Directors have sought to prepare the Interim Financial Statements on a basis compliant with the recommendations of the SORP. In particular, supplementary information which analyses the Statement of Profit or Loss and Other Comprehensive Income between items of a revenue and capital nature has been presented alongside the total Statement of Profit or Loss and Comprehensive Income.

Going concern

As at 31 December 2025, the Company had net assets of £107.4 million (30 June 2025: £116.2 million) and cash balances of £17.5 million (30 June 2025: £10.9 million) which are sufficient to meet current obligations as they fall due. Approximately 0.6% of the Company's investment portfolio comprises readily realisable securities valued at £0.6 million using bid price at the balance sheet date which could be sold to assist with meeting funding requirements if necessary.

As these are quoted prices in an active market, any volatility in the global economy is reflected within the value of the financial assets designated at fair value through profit or loss.

Following extensive Shareholder consultation in the early part of 2022, a change of investment policy was approved by Shareholders in March 2022 which prioritised the intention to maximise the return of capital, representing a change of strategy.

As noted above, the Board has put forward proposals to appoint a new Investment Manager and Investment Adviser, as detailed in the Shareholder Circular dated 31 March 2026. As the proposals do not involve the compulsory liquidation of the Company and costs will be substantially the same for at least 12 months, the Directors remain confident in the Company's ability to meet its obligations as they fall due whether the proposals are accepted or not. If the proposals are accepted, the transition is expected to run smoothly as the Existing Investment Manager will continue to provide services until the Effective Date as set out in the Circular ensuring no disruption to the Company's operations. 

The Company has a track record of returning cash to Shareholders via share buybacks and dividends. The Company has returned over £118 million to shareholders since 2013, when the requirement for the continuation vote to be proposed at the 2021 AGM was introduced.

As a result of matters set out above, the Board is confident that the Company has adequate resources to continue in operational existence for the foreseeable future, and do not consider there to be any threat to the going concern status of the Company. Accordingly, they continue to adopt the going concern basis of accounting in preparing these financial statements.

For management purposes, the Company is domiciled in Guernsey and is engaged in investment in UK equity instruments, mainly in one geographical area, and therefore the Company has only one operating segment.

2.            BASIC AND DILUTED EARNINGS PER SHARE

Earnings per share is based on the following data:

		Six months	Six months
		ended	ended
		31 December	31 December
		2025	2024
		(Unaudited)	(Unaudited)
(Loss)/return for the period		(£2,191,285)	£2,091,941
Weighted average number of issued Ordinary shares		62,967,909	71,852,163
Basic and diluted (loss)/earnings per share (pence)		(3.48)	2.91

3.            NAV PER SHARE

NAV per share is based on the following data:

	As at	As at	As at
	31 December	30 June	31 December
	2025	2025	2024
	(Unaudited)	(Audited)	(Unaudited)
NAV per Condensed Statement of Financial Position	£107,386,680	£116,224,370	£127,413,205
Total number of issued Ordinary shares (excluding Treasury shares)	60,503,500	65,152,347	71,549,500
NAV per share (pence)	177.49	178.39	178.08

4.            FINANCIAL ASSETS DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS

	1 July 2025 to	1 July 2024 to	1 July 2024 to
	31 December 2025	30 June 2025	31 December 2024
	(Unaudited)	(Audited)	(Unaudited)
	£	£	£
Equity investments	92,884,910	105,604,308	104,893,533
Debt instruments	-	-	22,687,893
Financial assets designated at FVTPL	92,884,910	105,604,308	127,581,426
Total financial assets designated at FVTPL	92,884,910	105,604,308	127,581,426
Equity investments
Cost brought forward	96,102,158	85,417,572	85,417,572
Purchases	7,082,744	11,693,195	4,170,604
Conversion of Loans	-	23,229,084	-
Sales	(18,017,439)	(30,307,017)	(5,669,516)
Net realised gain	4,930,712	6,069,324	693,296
Cost carried forward	90,098,175	96,102,158	84,611,956
Unrealised gains brought forward	13,913,542	17,933,233	17,933,233
Movement in unrealised (losses)/gains	(7,690,363)	(4,019,691)	1,321,002
Unrealised gains carried forward	6,233,179	13,913,542	19,254,235
Effect of exchange rate movements	(3,436,444)	(4,411,392)	1,027,342
Fair value of equity investments	92,884,910	105,604,308	104,893,533
Debt instruments
Cost brought forward	-	17,779,755	17,779,755
Purchases	-	1,560,847	1,560,848
Cost carried forward	-	19,340,602	19,340,603
Unrealised gains brought forward	-	3,131,000	3,131,000
Interest on loan	-	615,119	569,740
Reclassification to other receivables	-	(179,166)	-
Conversion to equity	-	(23,229,084)	-
Movement in unrealised gains	-	-	-
Unrealised gains carried forward	-	(321,529)	3,700,740
Effect of exchange rate movements	-	321,529	(353,450)
Fair value of debt instruments	-	-	22,687,893
Total financial assets designed at FVTPL	92,884,910	105,604,308	127,581,426

5.            FINANCIAL INSTRUMENTS

Fair value measurements

The Company measures fair values using the following fair value hierarchy that prioritises the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under IFRS 13 are as follows:

Level 1:       Quoted price (unadjusted) in an active market for an identical instrument.

Level 2:       Valuation techniques based on observable inputs, either directly (i.e. as prices) or indirectly (i.e. derived from prices). This category includes instruments valued using: quoted prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques for which all significant inputs are directly or indirectly observable from market data.

Level 3:       Valuation techniques using significant unobservable inputs. This category includes all instruments for which the valuation technique includes inputs that are not based on observable data, and the unobservable inputs have a significant effect on the instrument's valuation. This category includes instruments that are valued based on quoted prices for similar instruments for which significant unobservable adjustments or assumptions are required to reflect differences between the instruments.

The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability.

The determination of what constitutes 'observable' requires significant judgement by the Company. The Company considers observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

The objective of the valuation techniques used is to arrive at a fair value measurement that reflects the price that would be received if an asset was sold or a liability transferred in an orderly transaction between market participants at the measurement date.

The following tables analyse, within the fair value hierarchy, the Company's financial assets measured at fair value at 31 December 2025 and 30 June 2025:

	Level 1	Level 2	Level 3	Total
	Unaudited	Unaudited	Unaudited	Unaudited
31 December 2025	£	£	£	£
Financial assets designated at FVTPL
Equity instruments - listed equity investments	-	559,146	-	559,146
Equity instruments - unlisted equity investments	-	-	92,325,764	92,325,764
	-	559,146	92,325,764	92,884,910

	Level 1	Level 2	Level 3	Total
	Audited	Audited	Audited	Audited
30 June 2025	£	£	£	£
Financial assets designated at FVTPL
Equity instruments - listed equity investments	17,948,235	768,825	-	18,717,060
Equity instruments - unlisted equity investments	-	-	86,887,248	86,887,248
	17,948,235	768,825	86,887,248	105,604,308

The Level 1 equity investments were valued by reference to the closing bid prices in each investee company on the reporting date.

The Level 2 equity investment relates to Sutton Harbour. Due to the low volume of trading activity in the market for this investment, it has been valued by reference to the closing bid price on the reporting date.

The Level 3 equity investment in Allied Minds (which delisted on 30 November 2022) was valued at the Net Asset Value per share on 31 December 2025 converted at an exchange rate of $1.3462 to £1 and reduced by a 25% liquidity discount to reflect the nature and risks associated with the underlying portfolio of Allied Minds and the likelihood of being able to realise the investment at Net Asset Value. The Level 3 equity investments in MMI were valued at 30 June 2025 by reference to an independent third-party valuation commissioned by the Company. The valuer reported a range of valuations using discounted cash flow techniques and a probability-weighted expected returns method in the event of a trade sale or IPO. The total valuation was then allocated through a waterfall to the Series A shares and common stock owned by the Company. The Level 3 equity investment in Sigma Broking Limited was valued by reference to the valuation at 30 June 2025 of three separate constituent parts, which included the broking business, a wealth management business and Novum Investment Management. Advanced negotiations are ongoing regarding sale of the broking business.

For financial instruments not measured at FVTPL, the carrying amount is approximate to their fair value.

Fair value hierarchy - Level 3

The following table shows a reconciliation from the opening balances to the closing balances for fair value measurements in Level 3 of the fair value hierarchy:

	Six months ended 31 December 2025	Year Ended 30 June 2025	Six months ended 31 December 2024
Reconciliation in Level 3	(Unaudited)	(Audited)	(Unaudited)
	£	£	£
Opening balance	86,887,248	91,587,810	91,587,810
Purchases	7,082,743	5,263,312	1,757,405
Movement in unrealised (loss)/gain	(2,619,169)	(5,440,279)	778,543
Effect of exchange rate movements	974,942	(4,523,595)	405,668
Closing balance	92,325,764	86,887,248	94,529,426

The Company recognises transfers between levels of the fair value hierarchy on the date of the event of change in circumstances that caused the transfer.

The table below provides information on significant unobservable inputs used at 31 December 2025 in measuring equity financial instruments categorised as Level 3 in the fair value hierarchy. It also details the sensitivity to changes in significant unobservable inputs used to measure value in each case.

	Valuation Method	Fair Value at 31 December 2025	Unobservable inputs	Factor		Sensitivity to changes in significant unobservable inputs
Morphic Medical Inc	Discounted cash flow and PWERM	£83,580,904	Discount rate Revenue exit multiples used Discounted cash flow Trade Sale Revenue exit scenario multiple Probability weightings Liquidation scenario Trade sale post FDA approval IPO Scenario	30% 7.5x 10.5x 5% 47.5% 47.5%		An increase (decrease) in the discount rate to 32% (28%) would reduce (increase) FV by £13.8m (£16.2m) A decrease (increase) in the exit multiple to 8.5x (6.5x) would reduce (increase) FV by £9.7m (£9.7m) A decrease (increase) in the exit multiple to 11.5x (9.5x) would reduce (increase) FV by £4.6m (£4.6m) An increase (decrease) in the liquidation scenario to 105 (2.5%) with equal weightings to the other two scenarios would reduce (increase) FV by £3.8m (£2.0m).
Sigma Broking Limited	Sum of Parts	£4,950,000	N/A		N/A		N/A
Allied Minds	NAV	£3,794,860	Illiquidity discount		25%		An increase (decrease) in the liquidity discount to 35% (to 15%) would reduce (increase) FV by £0.5m

	Valuation Method	Fair Value at 30 June 2025	Unobservable inputs	Factor	Sensitivity to changes in significant unobservable inputs
Morphic Medical Inc.	Discounted cash flow and PWERM	£78,142,386	Discount rate Revenue exit multiple used Discounted cash flow Trade Sale pre FDA approval scenario Trade Sale pre FDA approval scenario IPO scenario Probability Weightings Trade Sale pre FDA approval scenario Trade Sale post FDA approval scenario IPO scenario	30% 5.00x 8.50x 9.50x 5.50x 5% 47.50% 47.50%	An increase (decrease) in the discount rate by 2% (2%) would reduce (increase) FV by £9.4m (£9.4m) An increase (decrease) in the exit multiple by 1x (1x) would increase (reduce) FV by £4.6m (£4.6m) An increase (decrease) in the exit multiple by 1x (1x) would increase (reduce) FV by £0.1m £(0.1m) An increase (decrease) in the exit multiple by 1x (1x) would increase (reduce) FV by £1.6m (£1.6m) An increase (decrease) in the exit multiple by 1x (1x) would increase (reduce) FV by £2.2m (£2.2m) An increase (decrease) in the probability assigned to the trade sale pre FDA approval to 10% (0%) with equal weightings to the other 2 scenarios would reduce (increase) FV by £1.1m (£1.1m)
Sigma Broking Limited	Sum of Parts	£4,950,000	NA	NA	NA
Allied Minds	NAV	£3,794,860	Illiquidity discount	25%	An increase (decrease) in the liquidity discount to 35% (to 15%) would reduce (increase) FV by £0.5m

6.            SHARE CAPITAL AND RESERVES

The authorised share capital of the Company is £3,000,000 divided into 300 million Ordinary shares of £0.01 each.

The issued share capital of the Company, including Treasury shares, is comprised as follows:

	31 December 2025		30 June 2025
	(Unaudited)		(Audited)
	Number	£	Number	£
Opening balance	84,623,762	846,238	99,749,762	997,498
Cancellation of treasury shares	-	-	(15,126,000)	(151,260)
Issued, called up and fully paid Ordinary shares of £0.01 each	84,623,762	846,238	84,623,762	846,238

During the period, the Company did not issue any Ordinary shares (2024: nil).   

7.            TREASURY SHARES RESERVE

	Six months ended	Year ended
	31 December 2025	30 June 2025
	(Unaudited)	(Audited)

	Number	£		Number	£
Opening balance	19,471,415	19,298,454		26,885,262	28,022,816
Treasury shares purchased during the period/year	4,648,847	6,646,405		7,712,153	9,049,179
Treasury shares cancelled during the period/year	-	-		(15,126,000)	(17,773,541)
Closing balance	24,120,262	25,944,859		19,471,415	19,298,454

During the period ended 31 December 2025, 4,648,847 Treasury shares (2024: 1,315,000) were purchased at an average price of 142.97p per share (2024: 105.46p), representing an average discount to NAV at the time of purchase of 19.45%. All of these shares will be cancelled in due course. No Treasury shares were sold during the period ended 31 December 2025 or 31 December 2024.

8.            DIVIDENDS

No Dividend has been declared for the six months ended 31 December 2025.

9.            RELATED PARTIES

Richard Bernstein is a director and a member of the Investment Manager, a member of the Investment Adviser and a holder of 50,000 (30 June 2025: 10,000) Ordinary shares in the Company, representing 0.08% (30 June 2025: 0.01%) of the voting share capital of the Company at 31 December 2025.

As at 31 December 2025, Crystal Amber Asset Management (Guernsey) Limited held 2,209,448 (30 June 2025: 4,067,781) ordinary shares in Crystal Amber Fund Limited equivalent to 3.65 per cent (30 June 2025: 6.24 per cent) of the voting share capital. As at 31 December 2025, these shares are valued at the closing bid price.

During the period the Company incurred management fees payable to the Investment Manager of £345,000 (2024: £345,000), of which £57,500 were outstanding at the period-end (30 June 2025: £115,000). No performance fees were payable during the period (30 June 2025: £Nil) and none outstanding at the period end.

As at 31 December 2025, the Company's investment in MMI is treated as an unconsolidated subsidiary.  The Company added to its holding of MMI obtaining further shares at US$0.48 per share in three tranches since 18 July 2025. The Fund now holds an aggregate of 418,944,800 preferred and common shares in MMI, representing approximately 97.8% of its aggregated preferred and common issued share capital. The Fund will consider providing further investment if appropriate, alongside other cornerstone investors. 

MMI was incorporated in Delaware, had six wholly-owned subsidiaries as at 31 December 2025 and its principal place of business is Boston. The six subsidiaries were as follows:

·    Morphic Medical Securities, Inc., a Massachusetts-incorporated non-trading entity;

·  Morphic Medical Europe Holding B.V., a Netherlands-incorporated non-trading holding company;

·   Morphic Medical Europe B.V., a Netherlands-incorporated company that conducts certain European business operations;

·    Morphic Medical Germany GmbH, a German-incorporated company that conducts certain European business operations;

·    Morphic Medical UK Ltd, a UK-incorporated company that conducts UK business operations; and

·    GI Dynamics Australia Pty Ltd, an Australian-incorporated company that conducts Australian business operations.

In accordance with the revised Investment Management Agreement approved by shareholders on 7 March 2022 the management fee payable to the investment manager was intended to cease on 31 December 2023.  In order to ensure that the Fund continued to have active portfolio management in 2024, a new Investment Management Agreement was agreed with the Investment Manager on 25th October 2023.  It was agreed that the Fund would pay a monthly fee of £57,500 (£690,000 annually) from 1 January 2024 This fee equated to approximately 0.64% of the current NAV on an annual basis. It was agreed that the performance fee would continue to be calculated by reference to the aggregate cash returned to Shareholders after 1 January 2022 and the Investment Manager would receive 20% of the aggregate cash paid to Shareholders after 1 January 2022 (including the interim dividend of 10 pence per Ordinary Share declared on 22 December 2021) in excess of a threshold of £216,000,000.

Future Related Party Arrangements

Conditional upon Shareholder approval of the proposals set out in Circular to Shareholders dated 31 March 2026, the existing Investment Management and Investment Advisory Agreements will terminate on the Effective Date set out in the Circular. New agreements will be entered into with Global Fund Management Services Limited and Tarncourt Asset Management Limited as the new Investment Manager and Investment Adviser respectively, introducing revised fixed and performance-based fee structures. Furthermore, as part of the proposals, Tarncourt has conditionally agreed to acquire a shareholding in the Company from the Existing Investment Manager to ensure a continued alignment of interests with Shareholders.

Depending on whether the Ordinary shares are trading at a discount or a premium to the Company's NAV per share when the performance fee becomes payable, the performance fee will be either payable in cash (subject to the restrictions set out below) or satisfied by the sale of Ordinary shares out of Treasury or by the issue of new fully paid Ordinary shares (the number of which shall be calculated as set out below):

·    If Ordinary shares are trading at a discount to the NAV per Ordinary share when the performance fee becomes payable, the performance fee shall be payable in cash. Within a period of one calendar month after receipt of such cash payment, the Investment Manager shall be required to purchase Ordinary shares in the market of a value equal to such cash payment.

·    If Ordinary shares are trading at, or at a premium to, the NAV per Ordinary share when the performance fee becomes payable, the performance fee shall be satisfied by the sale of Ordinary shares out of Treasury or by the issue of new fully paid Ordinary shares. The number of Ordinary shares that shall become payable shall be a number equal to the performance fee payable divided by the closing mid-market price per Ordinary share on the date on which such performance fee became payable. 

Performance fee for period ended 31 December 2025

At 31 December 2025, the Basic Performance Hurdle was £Nil (as adjusted for all dividends paid during the performance period on their respective payment dates, compounded at the applicable annual rate) (June 2025: £Nil).

The aggregate cash returned to Shareholders after 1 July 2022 was £69,896,308 (30 June 2025: £63,249,905). Accordingly, no performance fee was earned during the period ended 31 December 2025 (2024: £Nil).

The interests of the Directors in the share capital of the Company at the period/year end, and as at the date of this report, are as follows:

	31 December 2025			30 June 2025
	Number of Ordinary shares	Total voting rights		Number of Ordinary shares	Total voting rights
Christopher Waldron(1)(2)	30,000	0.04%		30,000	0.04%
Jane Le Maitre(2)	13,500	0.02%		13,500	0.02%
Fred Hervouet	7,500	0.01%		7,500	0.01%
Total	51,000	0.07%		51,000	0.07%

⁽¹⁾       Chairman of the Company

⁽²⁾       Ordinary shares held indirectly

All related party transactions are carried out on an arm's length basis.

10.          POST BALANCE SHEET EVENTS                  

On 31 March 2026, the Company published a Shareholder Circular, outlining proposals to adopt a new investment policy, appoint a new Investment Manager and Investment Adviser, with new advisory, management and performance arrangements and the adoption of new articles to provide for a periodic continuation vote. The proposals are subject to Shareholder approval at an EGM.  If such approval is forthcoming, the proposals will take effect on the Effective Date set out in the Circular all of which are expected to occur no later than 30 April 2026.

Except for the above, there were no material events after the year end to the date on which these Financial

Statements were approved.

11.          AVAILABILITY OF INTERIM REPORT

Copies of the Interim Report will be available to download from the Company's website www.crystalamber.com.

Glossary of Capitalised Defined Terms

"Aer Lingus" means Aer Lingus Group Plc;

"AGM" means the annual general meeting of the Company;

"AIC" means the Association of Investment Companies;

"AIM" means the Alternative Investment Market of the London Stock Exchange;

"Annual Financial Statements" means the audited annual financial statements of the Company, including the Statement of Profit or Loss and Other Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and associated notes;

"Basic Performance Hurdle" means the threshold return of aggregated cash returned to shareholders after 1 January 2022 return for Performance Fee. The performance fee is payable at a rate of 20% of the excess amount;

"Board" or "Directors" or "Board of Directors" means the directors of the Company;

"Buyback" means the share buyback programme announced in December 2023, up to an aggregate amount of £5 million;

"CE mark" means a certification mark that indicates conformity with health, safety, and environmental protection standards;

"CEO" means chief executive officer;

"CFO" means chief financial officer;

"Circular" means the Shareholder Circular in relation to the recommended proposals for Shareholder approval at the proposed Extraordinary General Meeting on 22 April 2026;

"Company" or "Fund" means Crystal Amber Fund Limited;

"Companies Law" means the Companies (Guernsey) Law, 2008, (as amended);

"De La Rue" means De La Rue Plc;

"EBITDA" means earnings before interest, taxes, depreciation and amortisation;

"EGM" means the Extraordinary General Meeting;

"FDA" means the United States Food and Drug Administration;

"Fractyl" means Fractyl Health Inc;

"FV" means Fair Value;

"FVTPL" means Fair Value Through Profit or Loss;

"General Meeting" means a general meeting of the Company;

"Global Fund Management or GFM" mean Global Fund Management Services Limited, the proposed new Investment Manager;

"GID" or "GI Dynamics" means GI Dynamics, Inc;

"HBA1C" means Haemoglobin A1C test;

"Hurricane Energy" means Hurricane Energy Plc;

"IAS" means international accounting standards as issued by the Board of the International Accounting Standards Committee;

"IFRS" means the International Financial Reporting Standards, being the principles-based accounting standards, interpretations and the framework by that name issued by the International Accounting Standards Board, as adopted by the European Union;

"IMA" means the investment management agreement between the Company and the Investment Manager dated 16 June 2008, as amended on 21 August 2013, further amended on 27 January 2015, further amended on 12 June 2018 and further amended and restated on 7 March 2022;

"Interim Financial Statements" means the unaudited condensed interim financial statements of the Company, including the Condensed Statement of Profit or Loss and Other Comprehensive Income, the Condensed Statement of Financial Position, the Condensed Statement of Changes in Equity, the Condensed Statement of Cash Flows and associated notes;

"Interim Report" means the Company's interim report and unaudited condensed financial statements for the period ended 31 December;

"Investment Adviser" means Crystal Amber Advisers (UK) LLP;

"Investment Advisory Agreement" means the investment advisory agreement between the Company and the Investment Adviser;

"Investment Manager" means Crystal Amber Asset Management (Guernsey) Limited;

"IPO" means Initial Public Offering;

"Market Capitalisation" means the total number of Ordinary shares of the Company multiplied by the closing share price;

"MMI" means Morphic Medical Inc;

"NAV" or "Net Asset Value" means the value of the assets of the Company less its liabilities as calculated in accordance with the Company's valuation policies and expressed in Pounds Sterling;

"NAV per share" means the net asset value per Ordinary share of the Company and is expressed in pence;

"Ordinary share" means an allotted, called up and fully paid Ordinary share of the Company of £0.01 each;

"Pinewood" means Pinewood Group Plc;

"PWERM" means Probability Weighted Expected Return Method;

"Small Cap Index" means an index of small market capitalisation companies;

"SORP" means Statement of Recommended Practice;

"Tarncourt" means Tarncourt Asset Management;

"Thorntons" means Thorntons Plc;

"Treasury" means the reserve of Ordinary shares that have been repurchased by the Company;

"Treasury shares" means Ordinary shares in the Company that have been repurchased by the Company and are held as Treasury shares;

"UK" or "United Kingdom" means the United Kingdom of Great Britain and Northern Ireland;

"US" means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

"US$" or "$" means United States dollars; and

"£" or "Pounds Sterling" or "Sterling" means British pound sterling and "pence" means British pence.

 

END