2023-02-012024-01-312024-01-31false12403784AEC Systems Ltd2024-10-29iso4217:GBPxbrli:pure124037842023-02-01124037842024-01-31124037842023-02-012024-01-31124037842022-02-01124037842023-01-31124037842022-02-012023-01-3112403784bus:SmallEntities2023-02-012024-01-3112403784bus:AuditExempt-NoAccountantsReport2023-02-012024-01-3112403784bus:FullAccounts2023-02-012024-01-3112403784bus:PrivateLimitedCompanyLtd2023-02-012024-01-3112403784core:WithinOneYear2024-01-3112403784core:AfterOneYear2024-01-3112403784core:WithinOneYear2023-01-3112403784core:AfterOneYear2023-01-3112403784core:ShareCapital2024-01-3112403784core:SharePremium2024-01-3112403784core:RevaluationReserve2024-01-3112403784core:OtherReservesSubtotal2024-01-3112403784core:RetainedEarningsAccumulatedLosses2024-01-3112403784core:ShareCapital2023-01-3112403784core:SharePremium2023-01-3112403784core:RevaluationReserve2023-01-3112403784core:OtherReservesSubtotal2023-01-3112403784core:RetainedEarningsAccumulatedLosses2023-01-3112403784core:LandBuildings2024-01-3112403784core:PlantMachinery2024-01-3112403784core:Vehicles2024-01-3112403784core:FurnitureFittings2024-01-3112403784core:OfficeEquipment2024-01-3112403784core:NetGoodwill2024-01-3112403784core:IntangibleAssetsOtherThanGoodwill2024-01-3112403784core:ListedExchangeTraded2024-01-3112403784core:UnlistedNon-exchangeTraded2024-01-3112403784core:LandBuildings2023-01-3112403784core:PlantMachinery2023-01-3112403784core:Vehicles2023-01-3112403784core:FurnitureFittings2023-01-3112403784core:OfficeEquipment2023-01-3112403784core:NetGoodwill2023-01-3112403784core:IntangibleAssetsOtherThanGoodwill2023-01-3112403784core:ListedExchangeTraded2023-01-3112403784core:UnlistedNon-exchangeTraded2023-01-3112403784core:LandBuildings2023-02-012024-01-3112403784core:PlantMachinery2023-02-012024-01-3112403784core:Vehicles2023-02-012024-01-3112403784core:FurnitureFittings2023-02-012024-01-3112403784core:OfficeEquipment2023-02-012024-01-3112403784core:NetGoodwill2023-02-012024-01-3112403784core:IntangibleAssetsOtherThanGoodwill2023-02-012024-01-3112403784core:ListedExchangeTraded2023-02-012024-01-3112403784core:UnlistedNon-exchangeTraded2023-02-012024-01-3112403784core:MoreThanFiveYears2023-02-012024-01-3112403784core:Non-currentFinancialInstruments2024-01-3112403784core:Non-currentFinancialInstruments2023-01-3112403784dpl:CostSales2023-02-012024-01-3112403784dpl:DistributionCosts2023-02-012024-01-3112403784core:LandBuildings2023-02-012024-01-3112403784core:PlantMachinery2023-02-012024-01-3112403784core:Vehicles2023-02-012024-01-3112403784core:FurnitureFittings2023-02-012024-01-3112403784core:OfficeEquipment2023-02-012024-01-3112403784dpl:AdministrativeExpenses2023-02-012024-01-3112403784core:NetGoodwill2023-02-012024-01-3112403784core:IntangibleAssetsOtherThanGoodwill2023-02-012024-01-3112403784dpl:GroupUndertakings2023-02-012024-01-3112403784dpl:ParticipatingInterests2023-02-012024-01-3112403784dpl:GroupUndertakingscore:ListedExchangeTraded2023-02-012024-01-3112403784core:ListedExchangeTraded2023-02-012024-01-3112403784dpl:GroupUndertakingscore:UnlistedNon-exchangeTraded2023-02-012024-01-3112403784core:UnlistedNon-exchangeTraded2023-02-012024-01-3112403784dpl:CostSales2022-02-012023-01-3112403784dpl:DistributionCosts2022-02-012023-01-3112403784core:LandBuildings2022-02-012023-01-3112403784core:PlantMachinery2022-02-012023-01-3112403784core:Vehicles2022-02-012023-01-3112403784core:FurnitureFittings2022-02-012023-01-3112403784core:OfficeEquipment2022-02-012023-01-3112403784dpl:AdministrativeExpenses2022-02-012023-01-3112403784core:NetGoodwill2022-02-012023-01-3112403784core:IntangibleAssetsOtherThanGoodwill2022-02-012023-01-3112403784dpl:GroupUndertakings2022-02-012023-01-3112403784dpl:ParticipatingInterests2022-02-012023-01-3112403784dpl:GroupUndertakingscore:ListedExchangeTraded2022-02-012023-01-3112403784core:ListedExchangeTraded2022-02-012023-01-3112403784dpl:GroupUndertakingscore:UnlistedNon-exchangeTraded2022-02-012023-01-3112403784core:UnlistedNon-exchangeTraded2022-02-012023-01-3112403784core:NetGoodwill2024-01-3112403784core:IntangibleAssetsOtherThanGoodwill2024-01-3112403784core:LandBuildings2024-01-3112403784core:PlantMachinery2024-01-3112403784core:Vehicles2024-01-3112403784core:FurnitureFittings2024-01-3112403784core:OfficeEquipment2024-01-3112403784core:AfterOneYear2024-01-3112403784core:WithinOneYear2024-01-3112403784core:ListedExchangeTraded2024-01-3112403784core:UnlistedNon-exchangeTraded2024-01-3112403784core:ShareCapital2024-01-3112403784core:SharePremium2024-01-3112403784core:RevaluationReserve2024-01-3112403784core:OtherReservesSubtotal2024-01-3112403784core:RetainedEarningsAccumulatedLosses2024-01-3112403784core:NetGoodwill2023-01-3112403784core:IntangibleAssetsOtherThanGoodwill2023-01-3112403784core:LandBuildings2023-01-3112403784core:PlantMachinery2023-01-3112403784core:Vehicles2023-01-3112403784core:FurnitureFittings2023-01-3112403784core:OfficeEquipment2023-01-3112403784core:AfterOneYear2023-01-3112403784core:WithinOneYear2023-01-3112403784core:ListedExchange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AEC Systems Ltd

Registered Number
12403784
(England and Wales)

Unaudited Financial Statements for the Year ended
31 January 2024

AEC Systems Ltd
Company Information
for the year from 1 February 2023 to 31 January 2024

Directors

T Arfman (Appointed 12 April 2024)
M Cominetti
D A Stefanescu

Registered Address

20-22 Wenlock Road
London
N1 7GU

Registered Number

12403784 (England and Wales)
AEC Systems Ltd
Statement of Financial Position
31 January 2024

Notes

2024

2023

£

£

£

£

Fixed assets
Intangible assets42,0601,800
Tangible assets522,41626,739
24,47628,539
Current assets
Debtors631,291157,501
Cash at bank and on hand1,780,4983,397,739
1,811,7893,555,240
Creditors amounts falling due within one year7(43,065)(25,108)
Net current assets (liabilities)1,768,7243,530,132
Total assets less current liabilities1,793,2003,558,671
Net assets1,793,2003,558,671
Capital and reserves
Called up share capital251251
Share premium4,949,0144,949,014
Other reserves164,46796,371
Profit and loss account(3,320,532)(1,486,965)
Shareholders' funds1,793,2003,558,671
The financial statements were approved and authorised for issue by the Board of Directors on 29 October 2024, and are signed on its behalf by:
D A Stefanescu
Director
Registered Company No. 12403784
AEC Systems Ltd
Notes to the Financial Statements
for the year ended 31 January 2024

1.Accounting policies
Statutory information
The company is a private company limited by shares and registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.
Statement of compliance
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.
Basis of preparation
The financial statements have been prepared under the historical cost convention.
Functional and presentation currency
The financial statements are presented in pound sterling (£), which is the company's functional currency, and figures are rounded to the nearest whole pound.
Going concern
The financial statements have been prepared on the going concern basis. The company incurred losses during the year, however the directors believe that the company has sufficient financial resources to be able to meet its obligations, if and when, they become due and that the company can continue in operational existence for a period of at least 12 months from the statement of financial position date. On this basis, the directors are of the opinion that they should continue to adopt the going concern basis in preparing the annual financial statements.
Turnover policy
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Revenue from rendering of services
Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. The statement of financial position is credited with the value of invoiced sales, as deferred income, which is then amortised to revenue over the period of the contract. At the statement of financial position date, the carrying value of deferred income reflects the total value of invoiced sales which has not yet been recognised as revenue.
Defined contribution pension plan
Contributions to defined contribution plans are expensed in the period to which they relate.
Share-based payments
The company operates an equity-settled compensation plan. The fair value of the services received in exchange for the grant of options is recognised as an expense in the income statement. The total amount to be expensed over the vesting period is determined by the reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each statement of position date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement. The credit entry is taken to reserves because the share options are equity-settled.
Foreign currency translation
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each reporting year-end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at the year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
Current taxation
Taxation for the year comprises current 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 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 Statement of Financial Position date. Tax credits shown on the Income Statement represent tax credits received from HMRC as a result of claims made under HMRC's R&D tax relief schemes.
Intangible assets
Intangible assets are stated at cost less accumulated amortization and accumulated impairment losses. Cost includes the original purchase price, costs directly attributable to bringing the asset to its working condition for its intended use, dismantling and restoration costs. Amortisation is provided at the following annual rates in order to write off each asset over its estimated useful life. Trademarks: Straight line over 10 years
Research and development
Revenue expenditure on research and development is written off in the period in which it is incurred. The company makes claims under the SME R&D tax relief scheme. Tax credits arising from claims under the SME R&D tax relief scheme are reflected as a reduction in the Corporation Tax charge or, if loss making, as a Corporation Tax credit. Tax credits received or receivable from R&D claims are recognised in the reporting period in which the qualifying expenditure is incurred.
Tangible fixed assets and depreciation
Tangible assets are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes the original purchase price, costs directly attributable to bringing the asset to its working condition for its intended use, dismantling and restoration costs. Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Straight line (years)
Office Equipment3
Trade and other debtors
Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other short-term highly liquid investments with original maturities of three months or less.
Trade and other creditors
Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method.
Financial instruments
The Company has chosen to adopt the Sections 11 and 12 of FRS 102 in respect of financial instruments. The Company only enters into basic financial instruments 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 non puttable ordinary shares. Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out right short term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost. Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position 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.
2.Staff Costs
The company operates an EMI qualifying share option scheme and during the year the company granted 313,269 (2023: 120,000) EMI qualifying share options to employees at an average weighted exercise price of £0.00001 per share (2023: £0.00001). During the year 20,418 share options vested (2023: 250,082), no options lapsed (2023: 98,542) and no options were exercised (2023: 51,458). At the statement of financial position date, 120,500 vested share options remained exercisable (2023: 100,082) and 422,769 options had yet to vest (2023: 129,918). An amount of £22,639 has been charged to the income statement in respect of the EMI qualifying share options (2023: £95,031). The company also operates an unapproved share option scheme and during the year the company granted 477,473 (2023: 457,253) unapproved share options to contractors at an average weighted exercise price of £0.00001 per share (2023: £0.00001). During the year 269,184 share options vested (2023: 363,526), 170,440 lapsed (2023: 210,000) and no options were exercised (2023: nil). At the statement of financial position date, 252,270 vested share options remained exercisable (2023: 153,526) and 562,016 options had yet to vest (2023: 353,727). An amount of £45,457 has been charged to the income statement in respect of the EMI qualifying share options (2023: £107,740). The share options generally vest over a 4 year period with a 1 year cliff and are exercisable over the company's Ordinary shares.
3.Average number of employees

20242023
Average number of employees during the year75
4.Intangible assets
Other intangible assets consist of capitalised costs in relation to Trademarks.

Other

Total

££
Cost or valuation
At 01 February 232,0002,000
Additions480480
At 31 January 242,4802,480
Amortisation and impairment
At 01 February 23200200
Charge for year220220
At 31 January 24420420
Net book value
At 31 January 242,0602,060
At 31 January 231,8001,800
5.Tangible fixed assets

Office Equipment

Total

££
Cost or valuation
At 01 February 2341,34941,349
Additions10,06010,060
Disposals(1,650)(1,650)
At 31 January 2449,75949,759
Depreciation and impairment
At 01 February 2314,61014,610
Charge for year14,38314,383
On disposals(1,650)(1,650)
At 31 January 2427,34327,343
Net book value
At 31 January 2422,41622,416
At 31 January 2326,73926,739
6.Debtors: amounts due within one year

2024

2023

££
Other debtors7,456138,078
Prepayments and accrued income23,83519,423
Total31,291157,501
7.Creditors: amounts due within one year

2024

2023

££
Trade creditors / trade payables7,34110,140
Other creditors2,903779
Accrued liabilities and deferred income32,82114,189
Total43,06525,108
8.Events after reporting date
On 18 April 2024, the company issued 10,174,970 Series A shares of £0.01 for a total consideration of £9,889,053.
9.Controlling party
The directors consider there to be no ultimate controlling party.