REGISTERED NUMBER: 12349768 (England and Wales)

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

SGI-DNA LIMITED

Page

Company information

1

Balance sheet

2

Notes to the financial statements

3

Director:

Mr E Esser

Registered office:

Suite 2, Ground Floor, Templeback,

10 Temple Back

Bristol

United Kingdom

BS1 6FL

Registered number:

12349768 (England and Wales)

Auditors:

Mark Arber Limited

Statutory Auditors

71-75 Shelton Street

Covent Garden

London

WC2H 9JQ

CURRENT ASSETS

Debtors

4

231,885

240,279

Cash at bank

14,799

44,893

246,684

285,172

CREDITORS

Amounts falling due within one year

5

(2,340

)

(41,324

)

NET CURRENT ASSETS

244,344

243,848

TOTAL ASSETS LESS CURRENT LIABILITIES

244,344

243,848

CAPITAL AND RESERVES

Called up share capital

100

100

Other reserves

-

41,155

Retained earnings

244,244

202,593

SHAREHOLDERS' FUNDS

244,344

243,848

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

In accordance with Section 444 of the Companies Act 2006, the Income statement has not been delivered.

The financial statements were approved by the director and authorised for issue on 17 April 2026 and were signed by:

Mr E Esser - Director

1.	STATUTORY INFORMATION

SGI-DNA 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.

The Company’s functional and presentational currency is pounds sterling (GBP) and the financial statements have been rounded to the nearest pound (£).

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.

Going concern

These financial statements have been drawn up on the going concern basis. The company is dependent upon the support of its parent company, and only customer, in order to meet its working capital requirements.

The parent company has provided assurances that it intends this support to continue for a period that exceeds twelve months from the date of approval of these financial statements. However, since inception, the group has incurred cumulative operating losses and negative cash flows from operations. These operating losses and negative cash flows have been financed principally from the issuance of equity securities and debt. In the future, such capital may not be available in sufficient amounts, on terms acceptable to the Group, or at all. Risks to which the Group is exposed include uncertainties related to the ability to achieve revenue-generating products; current and potential competitors with greater financial, technological, production, and marketing resources; dependence on key management personnel; and raising additional capital, as needed. As such there is a material uncertainty that the group may continue as a going concern.

These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty and the withdrawal of financial support.

Turnover

Revenue is recognised to the extent that is probable that the economic benefit will flow to the Company and the revenue can be reliable measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts and rebates.Revenue represents amounts charged to the Company's parent an agreement for sales and marketing support provided. Revenue is recognised when chargeable costs are incurred.

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet 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.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Stock option expense

Judgement and estimation are required in determining the fair value of shares at the date of award. The fair value is estimated using valuation techniques which take into account the award's term, the risk-free interest rate and the expected volatility of the market price of the Parent Company's shares. Judgement and estimation are also required to assess the number of options expected to vest.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2024 - 5 ).

4.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed by group undertakings

230,240

237,829

Tax

152

-

Deferred tax asset

-

957

Prepayments

1,493

1,493

231,885

240,279

5.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Tax

-

4,417

Social security and other taxes

-

3,827

Accrued expenses

2,340

33,080

2,340

41,324

6.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the auditors was unqualified.

Mark Arber (Senior Statutory Auditor)

for and on behalf of Mark Arber Limited

7.	PENSIONS COMMITMENTS

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £530 (2024 - £18,035). Contributions totalling Nil (2024 - £3,827) were payable to the fund at the balance sheet date and are included in creditors.

8.	RELATED PARTY DISCLOSURES

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.

9.	ULTIMATE CONTROLLING PARTY

The results of the company are consolidated in the financial statements of Telesis Bio Inc incorporated in the United States of America, with its principal place of business at 10431 Wateridge Circle, Suite 150, San Diego, CA 92121, USA.

10.	SHARE BASED PAYMENTS DISCLOSURE EXEMPTION

The Company has taken the exemption provided in FRS 102 Section 1.12D not to disclose details of share-based payment arrangements concerning equity instruments of another group entity.

11.	SECURED LIABILITIES

There is a fixed and floating charge over the assets of the company in respect of borrowings made by the parent company Telesis Bio Inc.