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REGISTERED NUMBER: 12480085 (England and Wales)





















REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

FOR

PROJECT 3 MOBILITY R&D UK LIMITED

PROJECT 3 MOBILITY R&D UK LIMITED (REGISTERED NUMBER: 12480085)






CONTENTS OF THE FINANCIAL STATEMENTS
for the year ended 31 December 2023




Page

Company Information 1

Report of the Directors 2

Report of the Independent Auditors 4

Income Statement 7

Other Comprehensive Income 8

Balance Sheet 9

Statement of Changes in Equity 10

Notes to the Financial Statements 11


PROJECT 3 MOBILITY R&D UK LIMITED

COMPANY INFORMATION
for the year ended 31 December 2023







DIRECTORS: M Pejkovic
A Mudri
D J P Gwynne



REGISTERED OFFICE: Offices 2-6
David Lowe Extension
Warwick Enterprise Park
Wellesbourne Campus
CV35 9EF



REGISTERED NUMBER: 12480085 (England and Wales)



SENIOR STATUTORY AUDITOR: Lucy Hatton FCCA



AUDITORS: Dafferns LLP
Chartered Accountants
Statutory Auditor
One Eastwood
Harry Weston Road
Binley Business Park
Coventry
CV3 2UB

PROJECT 3 MOBILITY R&D UK LIMITED (REGISTERED NUMBER: 12480085)

REPORT OF THE DIRECTORS
for the year ended 31 December 2023

The directors present their report with the financial statements of the company for the year ended 31 December 2023.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of advanced engineering and design.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2023.

DIRECTORS
M Pejkovic has held office during the whole of the period from 1 January 2023 to the date of this report.

Other changes in directors holding office are as follows:

P W Thomas - resigned 28 March 2023
A Mudri - appointed 28 March 2023
D J P Gwynne - appointed 2 March 2023

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

PROJECT 3 MOBILITY R&D UK LIMITED (REGISTERED NUMBER: 12480085)

REPORT OF THE DIRECTORS
for the year ended 31 December 2023


AUDITORS
The auditors, Dafferns LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:



D J P Gwynne - Director


13 September 2024

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
PROJECT 3 MOBILITY R&D UK LIMITED

Opinion
We have audited the financial statements of Project 3 Mobility R&D UK Limited (the 'company') for the year ended 31 December 2023 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Report of the Directors has been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
PROJECT 3 MOBILITY R&D UK LIMITED


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- Enquiry of management, those charged with governance around actual and potential litigation and claims;
- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
- Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
PROJECT 3 MOBILITY R&D UK LIMITED


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Lucy Hatton FCCA (Senior Statutory Auditor)
for and on behalf of Dafferns LLP
Chartered Accountants
Statutory Auditor
One Eastwood
Harry Weston Road
Binley Business Park
Coventry
CV3 2UB

13 September 2024

PROJECT 3 MOBILITY R&D UK LIMITED (REGISTERED NUMBER: 12480085)

INCOME STATEMENT
for the year ended 31 December 2023

2023 2022
Notes £    £   

TURNOVER 12,006,818 9,264,927

Administrative expenses 11,979,947 8,421,654
26,871 843,273

Other operating income 3 681,805 678,219
OPERATING PROFIT 5 708,676 1,521,492


Interest payable and similar expenses 6 16,676 1,006
PROFIT BEFORE TAXATION 692,000 1,520,486

Tax on profit 7 256,755 390,520
PROFIT FOR THE FINANCIAL YEAR 435,245 1,129,966

PROJECT 3 MOBILITY R&D UK LIMITED (REGISTERED NUMBER: 12480085)

OTHER COMPREHENSIVE INCOME
for the year ended 31 December 2023

2023 2022
Notes £    £   

PROFIT FOR THE YEAR 435,245 1,129,966


OTHER COMPREHENSIVE INCOME
Share based payments 1,045,066 -
Income tax relating to other comprehensive
income

-

-
OTHER COMPREHENSIVE INCOME FOR
THE YEAR, NET OF INCOME TAX

1,045,066

-
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

1,480,311

1,129,966

PROJECT 3 MOBILITY R&D UK LIMITED (REGISTERED NUMBER: 12480085)

BALANCE SHEET
31 December 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 8 353,372 329,524

CURRENT ASSETS
Debtors 9 3,321,957 1,943,724
Cash at bank 701,162 629,778
4,023,119 2,573,502
CREDITORS
Amounts falling due within one year 10 1,156,152 1,183,998
NET CURRENT ASSETS 2,866,967 1,389,504
TOTAL ASSETS LESS CURRENT
LIABILITIES

3,220,339

1,719,028

PROVISIONS FOR LIABILITIES 12 88,000 67,000
NET ASSETS 3,132,339 1,652,028

CAPITAL AND RESERVES
Called up share capital 13 88 88
Retained earnings 14 3,132,251 1,651,940
SHAREHOLDERS' FUNDS 3,132,339 1,652,028

The financial statements were approved by the Board of Directors and authorised for issue on 13 September 2024 and were signed on its behalf by:





D J P Gwynne - Director


PROJECT 3 MOBILITY R&D UK LIMITED (REGISTERED NUMBER: 12480085)

STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2023

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 January 2022 88 521,974 522,062

Changes in equity
Profit for the year - 1,129,966 1,129,966
Total comprehensive income - 1,129,966 1,129,966
Balance at 31 December 2022 88 1,651,940 1,652,028

Changes in equity
Profit for the year - 435,245 435,245
Other comprehensive income - 1,045,066 1,045,066
Total comprehensive income - 1,480,311 1,480,311
Balance at 31 December 2023 88 3,132,251 3,132,339

PROJECT 3 MOBILITY R&D UK LIMITED (REGISTERED NUMBER: 12480085)

NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2023

1. STATUTORY INFORMATION

Project 3 Mobility R&D UK 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 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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions
The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows.

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

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 - 33% on cost

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.

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.

PROJECT 3 MOBILITY R&D UK LIMITED (REGISTERED NUMBER: 12480085)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the year ended 31 December 2023

3. OTHER OPERATING INCOME
2023 2022
£    £   
Sundry receipts 39,895 -
RDEC ATL credit 641,910 678,219
681,805 678,219

4. EMPLOYEES AND DIRECTORS
2023 2022
£    £   
Wages and salaries 7,980,048 5,764,460
Social security costs 963,742 733,088
Other pension costs 633,698 457,083
9,577,488 6,954,631

The average number of employees during the year was as follows:
2023 2022

Vehicle Engineering 55 38
PMO 2 2
HR & Operations 2 2
Procurement 11 10
Vehicle Engineering - Other - 2
Manufacturing 6 4
Supply Chain and Logistic 9 6
Quality 15 13
Production 2 1
Administration 7 6
109 84

2023 2022
£    £   
Directors' remuneration 244,066 197,073
Directors' pension contributions to money purchase schemes 12,047 29,100

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 1 1

Information regarding the highest paid director for the year ended 31 December 2023 is as follows:
2023
£   
Emoluments etc 165,324

PROJECT 3 MOBILITY R&D UK LIMITED (REGISTERED NUMBER: 12480085)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the year ended 31 December 2023

5. OPERATING PROFIT

The operating profit is stated after charging:

2023 2022
£    £   
Depreciation - owned assets 150,375 66,089
Auditors' remuneration 95,394 48,176

6. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
£    £   
Interest payable 16,676 1,006

7. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2023 2022
£    £   
Current tax:
UK corporation tax 164,959 231,061
Prior year 70,796 92,459
Total current tax 235,755 323,520

Deferred tax 21,000 67,000
Tax on profit 256,755 390,520

UK corporation tax has been charged at 23.52% .

PROJECT 3 MOBILITY R&D UK LIMITED (REGISTERED NUMBER: 12480085)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the year ended 31 December 2023

7. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2023 2022
£    £   
Profit before tax 692,000 1,520,486
Profit multiplied by the standard rate of corporation tax in the UK of
23.521% (2022 - 19%)

162,765

288,892

Effects of:
Expenses not deductible for tax purposes 4,008 972
Capital allowances in excess of depreciation (571 ) -
Depreciation in excess of capital allowances - 15,650
Adjustments to tax charge in respect of previous periods 70,796 92,528
Movement in provisions 1,088 (7,522 )

Other timing differences (3 ) -
R&D tax credit adjustment 18,672 -
Total tax charge 256,755 390,520

Tax effects relating to effects of other comprehensive income

2023
Gross Tax Net
£    £    £   
Share based payments 1,045,066 - 1,045,066

8. TANGIBLE FIXED ASSETS
Plant and Computer
machinery equipment Totals
£    £    £   
COST
At 1 January 2023 141,560 273,178 414,738
Additions 74,760 99,463 174,223
At 31 December 2023 216,320 372,641 588,961
DEPRECIATION
At 1 January 2023 9,472 75,742 85,214
Charge for year 43,035 107,340 150,375
At 31 December 2023 52,507 183,082 235,589
NET BOOK VALUE
At 31 December 2023 163,813 189,559 353,372
At 31 December 2022 132,088 197,436 329,524

PROJECT 3 MOBILITY R&D UK LIMITED (REGISTERED NUMBER: 12480085)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the year ended 31 December 2023

9. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade debtors 2,498,954 1,433,480
Other Debtors 58,778 87,635
Tax 627,094 354,631
VAT 66,238 67,078
Prepayments and accrued income 70,893 900
3,321,957 1,943,724

10. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade creditors 110,302 80,894
Social security and other taxes 386,450 557,583
Other creditors 593,476 532,720
Accrued expenses 65,924 12,801
1,156,152 1,183,998

11. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2023 2022
£    £   
Within one year 177,656 193,806
Between one and five years 133,242 339,161
310,898 532,967

12. PROVISIONS FOR LIABILITIES
2023 2022
£    £   
Deferred tax 88,000 67,000

Deferred
tax
£   
Balance at 1 January 2023 67,000
Charge to Income Statement during year 21,000
Balance at 31 December 2023 88,000

13. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
100 Ordinary 0.88 88 88

PROJECT 3 MOBILITY R&D UK LIMITED (REGISTERED NUMBER: 12480085)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the year ended 31 December 2023

14. RESERVES
Retained
earnings
£   

At 1 January 2023 1,651,940
Profit for the year 435,245
Share based payments 1,045,066
At 31 December 2023 3,132,251

15. ULTIMATE PARENT COMPANY

Project 3 Mobility d.o.o (incorporated in Croatia ) is regarded by the directors as being the company's ultimate parent company.

PROJECT 3 MOBILITY R&D UK LIMITED (REGISTERED NUMBER: 12480085)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the year ended 31 December 2023

16. SHARE-BASED PAYMENT TRANSACTIONS

According to the ESOP program, the Company's employees have the right to option to buy shares of Project 3 Mobility d.o.o., a right to which all employees are eligible (transactions settled with shares). A share option is the right to buy one or more shares of the company at the price specified in the option certificate ("strike price"), after certain conditions have been met.

The total nominal value of the equity to be awarded is determined according to the predefined fund for each employee, and the number of equity instruments granted will depend on the nominal value and the total number of equity instruments on the day of exercise of rights.

After the Project 3 Mobility d.o.o Management Board or a specially appointed commission determines the number of points to which an individual employee is entitled according to the previously determined criteria, participants will receive an optional certificate containing the number of points representing the nominal value of the shares to which the employee will acquire the right to purchase, in accordance with the terms of the ESOP, the term in which he can buy these shares, the liquidation event (acquisition event), conditions and restrictions, and the price of the corresponding shares (exercise price). Employees, if they decide to accept share options, are entitled to them once they have been employees of the Group for a period of at least one year. After a period of one year, they get the right to ¼ of the total allocated shares. The maximum retention period is 3 years and the occurrence of a liquid event (going public or acquisition of the Group by a third party). Project 3 Mobility d.o.o. is the holder of the ESOP program of the entire Group - the right to share options is granted also to employees of the subsidiary company Project 3 Mobility R&D UK Ltd.

The cost of transactions settled with equity instruments to employees is measured at the fair value of the equity instruments on the grant date. That expense is recognized, along with a corresponding increase in equity reserves, over the period in which the conditions are met, ending with the date when the employee becomes fully entitled to the award. The total expense recognized for equity settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company's best estimate of the number of equity instruments that will ultimately be vested. An expense or income in the income statement for a period represents the change in total expense that is recognized at the beginning and end of that period.

During the year 2023, the company recognized GBP 1,045,066 (2022: £Nil) in share-based payment reserves with which employees have options in the shares of Project 3 Mobility d.o.o.

The calculation of share-based payment is based on the value of the Project 3 Mobility d.o.o. equity capital, based on which the last round of financing was carried out in 2024.

Other key assumptions used in the calculation:
- Employee retention rate: 79%
- Vesting period: 3 years from the date of grant of the option certificate
- Exercise price: with the ESOP plan, the monetary value of the option purchase price of a unit of ownership instrument is EUR 1
- The fair value of one monetary unit of the nominal amount of the Company's share capital is estimated at GBP 12.83 (EUR 14.47), considering the discount for the lack of marketability of the purchased equity instruments of 30%.

Movement of the shares granted to selected employees under the ESOP program during the year ended 31 December 2023 are as follows:

Number of pointsValue
£   
Outstanding at 1 January 2023--
Granted during the period103,1001,045,066
Outstanding at 31 December 2023103,1001,045,066