REGISTERED NUMBER: 08859577 (England and Wales)

Financial Statements

for the Year Ended

31 December 2024

for

TRACR Hematology Limited

Page

Company Information

1

Report of the Independent Auditors

2

Income Statement

6

Other Comprehensive Income

7

Statement of Financial Position

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTOR:

Dr S Kulkarni

REGISTERED OFFICE:

The Old Bakehouse

Course Road

Ascot

Berkshire

SL5 7HL

REGISTERED NUMBER:

08859577 (England and Wales)

SENIOR STATUTORY AUDITOR:

Andrew Beet

AUDITORS:

Kirk Rice LLP

Statutory Auditor

The Courtyard

High Street

Ascot

Berkshire

SL5 7HP

Although the company is only required to file a Statement of Financial Position, the Companies Act 2006 requires the accompanying Report of the Auditors to be a copy of our report to the members on the company's full Financial Statements and Report of the Director. Readers are cautioned that the Income Statement and certain other primary statements and the Report of the Director, referred to in the copy of our Report of the Auditors, are not required to be filed with the Registrar of Companies.

Opinion

We have audited the financial statements of TRACR Hematology Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Director has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Director.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Detecting irregularities

Our audit approach was developed by obtaining an understanding of the company's activities, the key functions undertaken by management and by service organisations, and the overall control environment. Based on this understanding we assessed those aspects of the company's transactions and balances which were most likely to give rise to a material misstatement and were most susceptible to irregularities including fraud or error. Specifically, we identified what we considered to be key audit risks and planned our audit approach accordingly.

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company which were contrary to applicable laws and regulations, including fraud. These included but were not limited to compliance with the Companies Act 2006, FRS 102 and tax compliance legislation.

We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion.

We focused on laws and regulations that could give rise to a material misstatement in the company's financial statements. Our tests included, but were not limited to:

1) Agreement of the financial statements disclosures to underlying supporting documentation;

2) Enquiries of management and service organisations;

3) Review of tax computations and returns; and

4) Considering the effectiveness of the control environment and monitoring compliance with laws and regulations.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. As in all of our audits we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Andrew Beet (Senior Statutory Auditor)

For and on behalf of Kirk Rice LLP

Statutory Auditor

The Courtyard

High Street

Ascot

Berkshire

SL5 7HP

23 December 2025

TURNOVER

-

-

Administrative expenses

35,334

43,266

(35,334

)

(43,266

)

Other operating income

-

112,124

OPERATING (LOSS)/PROFIT and

(LOSS)/PROFIT BEFORE TAXATION

(35,334

)

68,858

Tax on (loss)/profit

5

-

-

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(35,334

)

68,858

(LOSS)/PROFIT FOR THE YEAR

(35,334

)

68,858

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(35,334

)

68,858

FIXED ASSETS

Intangible assets

6

1

1

CURRENT ASSETS

Debtors

7

6

6

CREDITORS

Amounts falling due within one year

8

2,768,842

2,733,508

NET CURRENT LIABILITIES

(2,768,836

)

(2,733,502

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(2,768,835

)

(2,733,501

)

CAPITAL AND RESERVES

Called up share capital

6

6

Retained earnings

(2,768,841

)

(2,733,507

)

SHAREHOLDERS' FUNDS

(2,768,835

)

(2,733,501

)

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the director and authorised for issue on 22 December 2025 and were signed by:

Dr S Kulkarni - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

6

(2,802,365

)

(2,802,359

)

Changes in equity

Total comprehensive income

-

68,858

68,858

Balance at 31 December 2023

6

(2,733,507

)

(2,733,501

)

Changes in equity

Total comprehensive income

-

(35,334

)

(35,334

)

Balance at 31 December 2024

6

(2,768,841

)

(2,768,835

)

1.	STATUTORY INFORMATION

TRACR Hematology Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Intangible fixed assets

Intangible fixed assets are costs incurred with a licence to perform research and development and are capitalised at cost. After initial recognition, intangible assets are measured at cost less any accumulated impairment losses. The carrying value of intangibles are reviewed for impairment when events or circumstances indicate that the carrying value may not be recoverable, and then written down to their recoverable amount. The recoverable amount is the higher of its fair value less cost to sell and its value in use.

Intangible assets comprise of patent and licence costs. They are capitalised at cost. However, given the nature and uncertainty of these assets, the directors believe that both value in use and fair value less cost to sell are close to zero, so immediately impair to a nominal holding of £1.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Going concern

At the year end, the company had total net liabilities of £2,768,835. The director considers that the company can continue as a going concern, as the majority shareholder, CRISPR Therapeutics AG, has sufficient funds to provide financial support to the company from 12 months of the date of signing of the accounts.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2023 - NIL).

There were no employees during the year.

4.	OPERATING (LOSS)/PROFIT

The operating loss (2023 - operating profit) is stated after charging/(crediting):

31.12.24

31.12.23

£

£

Auditor remuneration

4,980

7,854

Foreign exchange differences

19,010

(112,124

)

5.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the year ended 31 December 2023.

6.	INTANGIBLE FIXED ASSETS

Patents

and

licences

£

COST

At 1 January 2024

and 31 December 2024

1,816,577

AMORTISATION

At 1 January 2024

and 31 December 2024

1,816,576

NET BOOK VALUE

At 31 December 2024

1

At 31 December 2023

1

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Called up share capital not paid

6

6

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade creditors

921

729

Amounts owed to group undertakings

2,758,921

2,722,759

Accrued expenses

9,000

10,020

2,768,842

2,733,508

9.	POST BALANCE SHEET EVENTS

Subsequent to the year, a third-party licensor formally engaged with the CRISPR Therapeutics AG Group ("the Group") regarding certain matters under their intellectual property contracts. TRACR Hematology Ltd is jointly named in the claim. On 10 December 2025, an independent arbitrator ruled in favour of the claimant, resulting in an evitable future loss to the group.

Written confirmation has been obtained from the Group, that losses incurred by TRACR Hematology Ltd, as a result of this settlement, will be borne by CRISPR Therapeutics AG. No provision in respect of this matter has been recognised in these financial statements.

10.	ULTIMATE CONTROLLING PARTY

CRISPR Therapeutics AG (incorporated in Switzerland) is regarded by the directors as being the company's ultimate parent company.

11.	PARENT COMPANY

CRISPR Therapeutics AG, a company incorporated in Switzerland, is the parent company, by virtue of holding 100% of the issued shared capital of the company and is also the parent of the smallest group for which consolidated financial statements are drawn up, of which TRACR Hematology Limited is a member. CRISPR Therapeutics AG draws up the consolidated financial statements and it's address is Aeschenvorstadt 36, CH-4051, Basel, Switzerland.