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REGISTERED NUMBER: 12403784 (England and Wales)














Unaudited Financial Statements

for the Year Ended 31 January 2025

for

AEC SYSTEMS LTD

AEC SYSTEMS LTD (REGISTERED NUMBER: 12403784)

Contents of the Financial Statements
for the year ended 31 January 2025










Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 4


AEC SYSTEMS LTD

Company Information
for the year ended 31 January 2025







Directors: T Arfman
M Cominetti
D A Stefanescu





Registered office: 20-22 Wenlock Road
London
N1 7GU





Registered number: 12403784 (England and Wales)





Accountants: Cooper Parry Advisory Limited
New Derwent House
69 - 73 Theobalds Road
London
WC1X 8TA

AEC SYSTEMS LTD (REGISTERED NUMBER: 12403784)

Balance Sheet
31 January 2025

2025 2024
Notes £ £ £ £
Fixed assets
Intangible assets 4 1,812 2,060
Tangible assets 5 23,967 22,416
25,779 24,476

Current assets
Debtors 6 693,516 31,291
Cash at bank 8,239,211 1,780,498
8,932,727 1,811,789
Creditors
Amounts falling due within one year 7 46,929 43,065
Net current assets 8,885,798 1,768,724
Total assets less current liabilities 8,911,577 1,793,200

Capital and reserves
Called up share capital 8 353 251
Share premium 14,693,729 4,949,014
Other reserves 384,766 164,467
Retained earnings (6,167,271 ) (3,320,532 )
8,911,577 1,793,200

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 January 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 January 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:
(a)ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and
(b)preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

AEC SYSTEMS LTD (REGISTERED NUMBER: 12403784)

Balance Sheet - continued
31 January 2025


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 Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 30 June 2025 and were signed on its behalf by:





D A Stefanescu - Director


AEC SYSTEMS LTD (REGISTERED NUMBER: 12403784)

Notes to the Financial Statements
for the year ended 31 January 2025


1. Statutory information

AEC Systems Ltd 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 presentation currency of the financial statements is the Pound Sterling (£).


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
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 balance sheet 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.

Key source of estimation, uncertainty and judgement
The preparation of financial statements in conformity with generally accepted accounting practice requires management to make estimates and judgement that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period.

There is estimation uncertainty in calculating depreciation. A full line by line review of fixed assets is carried out by management regularly. Whilst every attempt is made to ensure that the depreciation policy is as accurate as possible, there remains a risk that the policy does not match the useful life of the assets.

Share based payments have been made to employees of the company. The fair value of any vested share options is recognised in the income statement. The fair value of share options is estimated using the Black-Scholes model. The fair value of the ordinary shares in issue at the date of granting the options is used as an input to the model

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

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

AEC SYSTEMS LTD (REGISTERED NUMBER: 12403784)

Notes to the Financial Statements - continued
for the year ended 31 January 2025


2. Accounting policies - continued

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Trademarks are being amortised evenly over their estimated useful life of ten years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Computer equipment - Straight line over 3 years

Financial instruments
Financial assets and financial liabilities are recognised in the balance sheet when the company becomes a party to the contractual provisions of the instrument.

Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the company will not be able to collect all amounts due.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank and bank overdrafts.

Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

Taxation
Taxation for the year comprises of current tax. Tax is recognised in the Profit and Loss Account, 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 balance sheet date.

Research and development
Expenditure on research and development is written off in the year in which it is incurred.

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.

AEC SYSTEMS LTD (REGISTERED NUMBER: 12403784)

Notes to the Financial Statements - continued
for the year ended 31 January 2025


2. Accounting policies - continued

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.

3. Employees and directors

The average number of employees during the year was 10 (2024 - 7 ) .

4. Intangible fixed assets
Trademarks
£
Cost
At 1 February 2024
and 31 January 2025 2,480
Amortisation
At 1 February 2024 420
Amortisation for year 248
At 31 January 2025 668
Net book value
At 31 January 2025 1,812
At 31 January 2024 2,060

AEC SYSTEMS LTD (REGISTERED NUMBER: 12403784)

Notes to the Financial Statements - continued
for the year ended 31 January 2025


5. Tangible fixed assets
Computer
equipment
£
Cost
At 1 February 2024 49,759
Additions 19,168
Disposals (7,778 )
At 31 January 2025 61,149
Depreciation
At 1 February 2024 27,343
Charge for year 17,617
Eliminated on disposal (7,778 )
At 31 January 2025 37,182
Net book value
At 31 January 2025 23,967
At 31 January 2024 22,416

6. Debtors: amounts falling due within one year
2025 2024
£ £
Trade debtors 14,700 -
Other debtors 678,816 31,291
693,516 31,291

7. Creditors: amounts falling due within one year
2025 2024
£ £
Trade creditors - 7,341
Taxation and social security 255 -
Other creditors 46,674 35,724
46,929 43,065

AEC SYSTEMS LTD (REGISTERED NUMBER: 12403784)

Notes to the Financial Statements - continued
for the year ended 31 January 2025


8. Called up share capital


Number:

Class:
Nominal
value:

2024

2023
51,458 B Ordinary 0.00001 1 1
14,207,263 Ordinary 0.00001 142 142
5,539,000 Series Seed 0.00001 55 55
5,299,653 Series Seed 1 0.00001 53 53
10,174,970 Series A 0.00001 102 -
353 251

On 18 April 2024, 10,174,970 Series A shares were issued with a nominal value of £0.0001 per share for total consideration of £9,889,053.

9. Ultimate controlling party

The directors consider there to be no ultimate controlling party.

10. Share-based payment transactions

The company operates an EMI qualifying share option scheme and during the year the company granted 192,390 (2024: 313,269) EMI qualifying share options to employees at an average weighted exercise price of £0.00001 per share (2024: £0.00001). During the year 240,229 share options vested (2024: 20,418), 55,038 options lapsed (2024: 0) and 0 options were exercised (2024: 0). At the statement of financial position date, 305,691 vested share options remained exercisable (2024: 120,500) and 374,930 options had yet to vest (2024: 422,769). An amount of £66,755 has been charged to the income statement in respect of the EMI qualifying share options (2024: £22,639).

The company also operates an unapproved share option scheme and during the year the company granted 519,868 (2024: 477,473) unapproved share options to contractors at an average weighted exercise price of £0.00001 per share (2024: £0.00001). During the year 330,256 share options vested (2024: 269,184), 73,110 lapsed (2024: 170,440) and 0 options were exercised (2024: 0). At the statement of financial position date, 509,416 vested share options remained exercisable (2024: 252,270) and 751,628 options had yet to vest (2024: 562,016). An amount of £115,269 has been charged to the income statement in respect of the EMI qualifying share options (2024: £45,457).

The share options generally vest over a 4 year period with a 1 year cliff and are exercisable over the company's Ordinary shares.