TESSL AI LIMITED


Director	PODJARNY, Guy


Company Secretary	DOMINY, Stephanie


Registered Address	210 Pentonville Road
	London
	N1 9JY


Registered Number	15532364 (England and Wales)

Notes to the Financial Statements
for the year ended 31 January 2026

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
	The financial statements have been prepared in accordance with the Companies Act 2006 and FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland including Section 1A Small Entities.

	Functional and presentation currency
	The financial statements are presented in sterling and this is the functional currency of the company.

	Going concern
	The financial statements have been prepared on the going concern basis. The Director considers this basis to be appropriate as the parent company, Tessl Holdings Inc. based in the United States of America, has sufficient cash and reserves to support the company to trade for at least 12 months from the date these financial statements are authorised for issue.

	Turnover policy
	Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the rendering of services.

	Operating leases
	Where, substantially, all the risks and rewards of ownership of the asset do not transfer from the lessor to the company, the lease is treated as an operating lease. Rentals payable under operating leases are charged to the profit and loss account on a straight-line basis over the period of the lease.

	Defined contribution pension plan
	The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the income statement in the period to which they relate.

	Share-based payments
	The share-based payment has been accounted for as an equity-settled transaction in accordance with FRS 102 Section 26. The fair value of the options at the grant date is recognised as an expense over the vesting period, with a corresponding credit to a capital contribution reserve in equity as the share options granted relate to a parent entity's share capital. The capital contribution reserve is labelled as Other Reserves on the balance sheet.

Share-based payments

The share-based payment has been accounted for as an equity-settled transaction in accordance with FRS 102 Section 26. The fair value of the options at the grant date is recognised as an expense over the vesting period, with a corresponding credit to a capital contribution reserve in equity as the share options granted relate to a parent entity's share capital. The capital contribution reserve is labelled as Other Reserves on the balance sheet.

	Foreign currency translation
	Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

Foreign currency translation

Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

	Current taxation
	Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

	Intangible assets
	Intangible assets are stated at cost less accumulated amortisation and accumulated impairment losses. Included within intangibles are trademarks which are amortised over their useful life of 5 years. The assets are reviewed for impairment if the above factors indicate that the carrying amount may be impaired.

	Tangible fixed assets and depreciation
	Tangible fixed assets are stated at cost less depreciation. Included within plant and machinery is computer equipment which is depreciated over 3 years. The remaining assets included within plant and machinery relate to office equipment which are depreciated over 5 years. Depreciation is provided on all tangible fixed assets as follows:


		Straight line (years)
	Land and buildings	3
	Plant and machinery	3
	Office Equipment	5

	Lease incentives
	Incentives received to enter into an operating lease are credited to the profit and loss account, to reduce the lease expense, on a straight-line basis over the period of the lease.

	Cash and cash equivalents
	Cash and cash equivalents include cash held at bank and in hand, together with short-term highly liquid investments with an original maturity of less than three months that are readily convertible to known amounts of cash and subject to an insignificant change in value

2.	Average number of employees


		2026		2025
	Average number of employees during the year	30		14

3.	Prior period adjustment
	In the prior year financial statements, cash balances of £600,000 held as security and subject to restrictions over their use were classified within debtors due within 1 year. These balances meet the definition of cash and cash equivalents under FRS 102 and as the monies have an original maturity of less than three months and the comparative figures have been restated accordingly. In accordance with Section 10 of FRS 102 Accounting Policies, Estimates and Errors, this has been treated a correction of a prior period error. The effect of the adjustment on the prior year is summarised below: Previously reported Adjustment Restated £ £ £ Debtors due within 1,155,923 (600,000) 555,923 one year Cash at bank and 8,826,561 600,000 9,426,561 in hand Net assets (2,711,632) - (2,711,632) The prior period adjustment had no impact on the Company's net assets, profit or loss or cash balances for the comparative period. The adjustment has no impact on opening reserves for the current period.

Prior period adjustment

In the prior year financial statements, cash balances of £600,000 held as security and subject to restrictions over their use were classified within debtors due within 1 year. These balances meet the definition of cash and cash equivalents under FRS 102 and as the monies have an original maturity of less than three months and the comparative figures have been restated accordingly.

In accordance with Section 10 of FRS 102 Accounting Policies, Estimates and Errors, this has been treated a correction of a prior period error. 

The effect of the adjustment on the prior year is summarised below:

                                                             Previously reported                   Adjustment              Restated
                                                                             £                                        £                            £
Debtors due within                                        1,155,923                          (600,000)                 555,923
one year

Cash at bank and                                         8,826,561                            600,000                 9,426,561
in hand

Net assets                                                   (2,711,632)                                  -                     (2,711,632)

The prior period adjustment had no impact on the Company's net assets, profit or loss or cash balances for the comparative period. The adjustment has no impact on opening reserves for the current period.

4.	Further information regarding the company's income
	The financial statements have been prepared for the year ended 31 January 2026. The comparative figures cover the period from incorporation 29 February 2024 to 31 January 2025 being a period of eleven months. The comparative period is therefore not directly comparable with the current year.

5.	Intangible assets

	Other	Total
	£	£
Cost or valuation
Additions	26,155	26,155
At 31 January 26	26,155	26,155
Amortisation and impairment
Charge for year	2,826	2,826
At 31 January 26	2,826	2,826
Net book value
At 31 January 26	23,329	23,329
At 31 January 25	-	-

6.	Tangible fixed assets

	Land & buildings	Plant & machinery	Total
	£	£	£
Cost or valuation
At 01 February 25	2,100	112,335	114,435
Additions	1,052,037	380,165	1,432,202
Disposals	(2,100)	-	(2,100)
At 31 January 26	1,052,037	492,500	1,544,537
Depreciation and impairment
At 01 February 25	1,050	19,491	20,541
Charge for year	261,906	83,095	345,001
On disposals	(1,050)	-	(1,050)
At 31 January 26	261,906	102,586	364,492
Net book value
At 31 January 26	790,131	389,914	1,180,045
At 31 January 25	1,050	92,844	93,894

7.	Debtors: amounts due within one year

	2026	2025
	£	£
Amounts owed by group undertakings	64	-
Other debtors	1,570,131	536,210
Prepayments and accrued income	403,186	19,713
Total	1,973,381	555,923


	Included within amounts owed by group undertakings is £64 (2025: £nil) due from the parent undertaking, Tessl Holdings Inc. The balance is interest free, unsecured and repayable on demand.

8.	Debtors: amounts due after one year

	2026	2025
	£	£
Other debtors	532,868	-
Total	532,868	-


	Included within other debtors amounts due after one year is a rental deposit paid at the inception of the lease, which is not repayable until 21 July 2028.

9.	Creditors: amounts due within one year

	2026	2025
	£	£
Trade creditors / trade payables	203,514	74,031
Amounts owed to related parties	-	12,501,996
Taxation and social security	-	84,706
Other creditors	432,022	127,277
Total	635,536	12,788,010


	Included within amounts owed to related parties is £nil (2025: £12,501,996) owed to the parent undertaking, Tessl Holdings Inc. The balance was interest free, unsecured and repayable on demand

10.	Creditors: amounts due after one year

	2026	2025
	£	£
Other creditors	354,167	-
Total	354,167	-


	During the year, a lease incentive of £750,000 (2025: £Nil) was received in connection with an operating lease. The balance is included within other creditors and is released to the profit and loss account on a straight-line basis over the remaining lease term. At 31 January 2026, the total remaining balance of the lease was £604,167, of which £250,000 falls due for release within one year and is included in creditors due within one year. £354,167 falls due for release after more than one year and is included in creditors due after more than one year.

During the year, a lease incentive of £750,000 (2025: £Nil) was received in connection with an operating lease. The balance is included within other creditors and is released to the profit and loss account on a straight-line basis over the remaining lease term. At 31 January 2026, the total remaining balance of the lease was £604,167, of which £250,000 falls due for release within one year and is included in creditors due within one year. £354,167 falls due for release after more than one year and is included in creditors due after more than one year.

11.	Operating lease commitments
	At 31 January 2026, the Company had total commitments under non-cancellable operating leases of £4,186,652 (2025: £137,700) over the remaining life of those leases. Of this amount, £1,765,065 (2025: £137,700) is payable within one year, £1,811,750 (2025: £Nil) is payable between one and two years and £609,837 (2025: £Nil) is payable between two and five years.

12.	Related party transactions
	The Company has taken advantage of the exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' not to disclose transactions with other members of the group headed by Tessl Holdings Inc., on the grounds that the Company is a wholly owned subsidiary of that group.

13.	Controlling party
	The Company is a wholly owned subsidiary of Tessl Holdings Inc., a company incorporated in United States of America. Tessl Holdings Inc. is both the Company's immediate and ultimate parent undertaking.

14.	Further information regarding the company's financial position
	The Company identified share-based payment arrangements operated by the Company’s parent undertaking during the current year which existed in the prior period. The impact on prior year profit and net assets was assessed to be immaterial and accordingly, no expense was recognised. The share-based payment expense recognised in the current period therefore comprises both the amount arising in the current period and the previously unrecognised amount relating to the prior period. During the year, 41,300,000 (2025: 91,341,000) options with an exercise price of $0.00001 (2025: $0.00001) were granted. The options vest over a four-year vesting period. During the year, 7,047,500 (2025: Nil) were forfeited and 3,212,500 (2025: 38,200,000) were exercised. The total expense recognised in the current year in the Profit and Loss, and included within Other Reserves on the Balance Sheet was £342,435. The fair value of the share options has been determined using independent valuations in USD and translated to GBP as at the relevant dates of grant, as follows: Grant date Valuation ($) Fair value (£) March 2024 0.00001 0.0000079183 July 2024 0.00001 0.0000077852 September 2024 0.00001 0.0000074769 March 2025 0.08 0.0618064 May 2025 0.08 0.0593752 June 2025 0.08 0.0582936 September 2025 0.08 0.0595488 October 2025 0.08 0.0607112 December 2025 0.13 0.0963443 The number and weighted average exercise price (WAEP) of the share options were as follows: Number of options WAEP (£) As at 1 February 2025 53,141,000 0.0000077251 Granted 41,300,000 0.0000073921 Exercised 3,212,500 0.0000076601 Forfeited 7,047,500 0.0000076395 As at 31 January 2026 84,181,000 0.0000075714

14.

Further information regarding the company's financial position

The Company identified share-based payment arrangements operated by the Company’s parent undertaking during the current year which existed in the prior period. The impact on prior year profit and net assets was assessed to be immaterial and accordingly, no expense was recognised. The share-based payment expense recognised in the current period therefore comprises both the amount arising in the current period and the previously unrecognised amount relating to the prior period.

During the year, 41,300,000 (2025: 91,341,000) options with an exercise price of $0.00001 (2025: $0.00001) were granted. The options vest over a four-year vesting period. During the year, 7,047,500 (2025: Nil) were forfeited and 3,212,500 (2025: 38,200,000) were exercised. The total expense recognised in the current year in the Profit and Loss, and included within Other Reserves on the Balance Sheet was £342,435.

The fair value of the share options has been determined using independent valuations in USD and translated to GBP as at the relevant dates of grant, as follows:

Grant date                            Valuation ($)                 Fair value (£)

March 2024                            0.00001                       0.0000079183
July 2024                               0.00001                        0.0000077852
September 2024                    0.00001                        0.0000074769
March 2025                            0.08                              0.0618064
May 2025                               0.08                              0.0593752
June 2025                              0.08                              0.0582936
September 2025                    0.08                              0.0595488
October 2025                         0.08                              0.0607112
December 2025                     0.13                              0.0963443

The number and weighted average exercise price (WAEP) of the share options were as follows:
                                              Number of options                  WAEP (£)

As at 1 February 2025          53,141,000                              0.0000077251
Granted                                 41,300,000                              0.0000073921
Exercised                              3,212,500                                0.0000076601
Forfeited                                7,047,500                                0.0000076395
As at 31 January 2026          84,181,000                              0.0000075714

	Notes	2026		2025
		£	£	£	£
Fixed assets
Intangible assets	5		23,329		-
Tangible assets	6		1,180,045		93,894
			1,203,374		93,894
Current assets
Debtors	7,8	2,506,249		555,923
Cash at bank and on hand		4,028,865		9,426,561
		6,535,114		9,982,484
Creditors amounts falling due within one year	9	(635,536)		(12,788,010)
Net current assets (liabilities)			5,899,578		(2,805,526)
Total assets less current liabilities			7,102,952		(2,711,632)
Creditors amounts falling due after one year	10		(354,167)		-
Net assets			6,748,785		(2,711,632)
Capital and reserves
Called up share capital			18		1
Share premium			17,455,422		-
Other reserves			342,435		-
Profit and loss account			(11,049,090)		(2,711,633)
Shareholders' funds			6,748,785		(2,711,632)