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Registered number: 12403784
AEC SYSTEMS LTD
UNAUDITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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AEC SYSTEMS LTD
CONTENTS
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Notes to the financial statements
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AEC SYSTEMS LTD
REGISTERED NUMBER: 12403784
BALANCE SHEET
AS AT 31 JANUARY 2026
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Page 1
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AEC SYSTEMS LTD
REGISTERED NUMBER: 12403784
BALANCE SHEET (CONTINUED)
AS AT 31 JANUARY 2026
The directors consider that the company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 3 to 9 form part of these financial statements.
Page 2
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AEC SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
AEC Systems Ltd (the 'company') is a limited liability company incorporated and domiciled in the United Kingdom. The address of it's registered office is 20-22 Wenlock Road, London, N1 7GU.
The financial statements are prepared in Sterling (£), which is the functional currency of the company. The financial statements are for the year ended 31 January 2026 (2025: year ended 31 January 2025).
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The following principal accounting policies have been applied:
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 date of approval of these financial statements. 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.
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Foreign currency translation
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Functional and presentation currency
The company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period 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 period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in the profit and loss account within 'other operating income'.
Page 3
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AEC SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
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, including subscription income, is recognised as services are provided to customers. Revenue from long-term contracts are recognised by reference to the stage of completion of the contract, measured by comparing costs incurred for work performed to date with total estimated contract costs. Subscription revenue is recognised on a straight-line basis over the subscription term.
The statement of financial position is credited with the value of invoiced sales, as deferred income, which is then amortised to turnover 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 turnover.
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Operating leases: the company as lessee
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Rentals paid under operating leases are charged to the profit and loss account on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Interest income is recognised in the profit and loss account using the effective interest method.
Finance costs are charged to the profit and loss account over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Defined contribution pension plan
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.
The contributions are recognised as an expense in the profit and loss account when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.
Expenditure on research and development is written off in the year in which it is incurred.
Page 4
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AEC SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
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.
Tax is recognised in the profit and loss account except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.
Intangible assets are initially recognised at cost. After recognition, under the cost model, 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 under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the profit and loss account.
Page 5
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AEC SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
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.
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The average monthly number of employees, including directors, during the year was 9 (2025: 10).
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Page 6
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AEC SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
Page 7
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AEC SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Prepayments and accrued income
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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Allotted, called up and fully paid
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207,186 (2025: 51,458) B Ordinary shares of £0.00001 each
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14,207,263 (2025: 14,207,263) Ordinary shares of £0.00001 each
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5,539,000 (2025: 5,539,000) Series seed shares of £0.00001 each
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5,299,653 (2025: 5,299,653) Series seed 1 shares of £0.00001 each
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10,174,970 (2025: 10,174,970) Series A shares of £0.00001 each
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On 10 December 2025, 155,728 B ordinary shares were issued at par with a nominal value of £0.00001 per share.
Page 8
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AEC SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
Share premium account
The share premium account includes any premiums received on the issue of share capital. Any transactions costs associated with the issuing of shares are deducted from the share premium.
Other reserves
The share-based payment reserve represents the cumulative charge recognised in relation to equity-settled share options granted to employees and contractors. The reserve is transferred to share capital and share premium when shares options are exercised, or to retained earnings when awards lapse or expire unexercised.
Profit and loss account
This represents accumulated profits and losses from all current and prior periods less dividends paid.
The company operates an EMI qualifying share option scheme and during the year the company granted 35,000 (2025: 192,390) EMI qualifying share options to employees at an average weighted exercise price of £0.00001 per share (2025: £0.00001). During the year 170,783 share options vested (2025: 240,229), 39,454 options lapsed (2025: 55,038) and 155,728 options were exercised (2025: Nil). At the statement of financial position date, 281,292 vested share options remained exercisable (2025: 305,691) and 239,147 options had yet to vest (2025: 374,930). An amount of £54,811 has been charged to the income statement in respect of the EMI qualifying share options (2025: £66,755).
The company also operates an unapproved share option scheme and during the year the company granted 1,156,178 (2025: 519,868) unapproved share options to contractors at an average weighted exercise price of £0.09 per share (2025: £0.00001). During the year 398,710 share options vested (2025: 330,256), 69,747 lapsed (2025: 73,110) and no options were exercised (2025: Nil). At the statement of financial position date, 838,379 vested share options remained exercisable (2025: 509,416) and 1,509,096 options had yet to vest (2025: 751,628). An amount of £173,187 has been charged to the income statement in respect of the unapproved share options (2025: £115,269).
The share options generally vest over a 4 year period with a 1 year cliff and are exercisable over the company's Ordinary shares.
The directors consider there to be no ultimate controlling party.
Page 9
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