REGISTERED NUMBER: |
REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
FOR |
PROJECT 3 MOBILITY R&D UK LIMITED |
REGISTERED NUMBER: |
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: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
SENIOR STATUTORY AUDITOR: |
AUDITORS: |
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 |
Other changes in directors holding office are as follows: |
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: |
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. |
for and on behalf of |
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) |
INCOME STATEMENT |
for the year ended 31 December 2023 |
2023 | 2022 |
Notes | £ | £ |
TURNOVER |
Administrative expenses |
26,871 | 843,273 |
Other operating income | 3 |
OPERATING PROFIT | 5 |
Interest payable and similar expenses | 6 |
PROFIT BEFORE TAXATION |
Tax on profit | 7 |
PROFIT FOR THE FINANCIAL YEAR |
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 |
OTHER COMPREHENSIVE INCOME |
Share based payments |
Income tax relating to other comprehensive income |
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
PROJECT 3 MOBILITY R&D UK LIMITED (REGISTERED NUMBER: 12480085) |
BALANCE SHEET |
31 December 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 8 |
CURRENT ASSETS |
Debtors | 9 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 10 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
PROVISIONS FOR LIABILITIES | 12 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 13 |
Retained earnings | 14 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
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 |
Changes in equity |
Profit for the year | - | 1,129,966 | 1,129,966 |
Total comprehensive income | - |
Balance at 31 December 2022 |
Changes in equity |
Profit for the year | - | 435,245 | 435,245 |
Other comprehensive income | - | 1,045,066 | 1,045,066 |
Total comprehensive income | - |
Balance at 31 December 2023 |
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 |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
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 |
Computer equipment | - |
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 |
681,805 | 678,219 |
4. | EMPLOYEES AND DIRECTORS |
2023 | 2022 |
£ | £ |
Wages and salaries |
Social security costs |
Other pension costs |
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 |
2023 | 2022 |
£ | £ |
Directors' remuneration |
Directors' pension contributions to money purchase schemes |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes |
Information regarding the highest paid director for the year ended 31 December 2023 is as follows: |
2023 |
£ |
Emoluments etc |
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 |
Auditors' remuneration |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2023 | 2022 |
£ | £ |
Interest payable |
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 |
Prior year | 70,796 | 92,459 |
Total current tax |
Deferred tax |
Tax on profit |
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 |
Profit multiplied by the standard rate of corporation tax in the UK of |
Effects of: |
Expenses not deductible for tax purposes |
Capital allowances in excess of depreciation | ( |
) | - |
Depreciation in excess of capital allowances | - |
Adjustments to tax charge in respect of previous periods |
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 |
8. | TANGIBLE FIXED ASSETS |
Plant and | Computer |
machinery | equipment | Totals |
£ | £ | £ |
COST |
At 1 January 2023 |
Additions |
At 31 December 2023 |
DEPRECIATION |
At 1 January 2023 |
Charge for year |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
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 |
Other Debtors | 58,778 | 87,635 |
Tax |
VAT |
Prepayments and accrued income |
10. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Trade creditors |
Social security and other taxes |
Other creditors |
Accrued expenses |
11. | LEASING AGREEMENTS |
Minimum lease payments under non-cancellable operating leases fall due as follows: |
2023 | 2022 |
£ | £ |
Within one year |
Between one and five years |
12. | PROVISIONS FOR LIABILITIES |
2023 | 2022 |
£ | £ |
Deferred tax | 88,000 | 67,000 |
Deferred |
tax |
£ |
Balance at 1 January 2023 |
Charge to Income Statement during year |
Balance at 31 December 2023 |
13. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
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 |
Profit for the year |
Share based payments | 1,045,066 |
At 31 December 2023 |
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 points | Value |
£ |
Outstanding at 1 January 2023 | - | - |
Granted during the period | 103,100 | 1,045,066 |
Outstanding at 31 December 2023 | 103,100 | 1,045,066 |