REGISTERED NUMBER: 12480085 (England and Wales)

STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

PROJECT 3 MOBILITY R&D UK LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

M Pejkovic

A Mudri

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 Audit Limited

Chartered Accountants

Statutory Auditor

One Eastwood

Harry Weston Road

Binley Business Park

Coventry

CV3 2UB

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

In the year ended 31 December 2024, the Company continued with its usual business activities. Due to the increase in development and research activities in the year ending 31 December 2024, the Company realised a profit before taxation of £1,781k (2023: £692k).

In the same period, the Company generated revenues from its usual business activities amounting to £17,118k (2023: £12,007k), which constitutes its primary KPI.

PRINCIPAL RISKS AND UNCERTAINTIES

Interest rate risk

Interest rate risk is the risk that the value of financial instruments will change due to changes in market interest rates in relation to interest rates applicable to financial instruments. Interest rate risk with money is the risk that interest costs on financial instruments will change over time. The company is not significantly exposed to interest rate risk.

Credit risk

Financial assets that can potentially expose the Company to credit risk consist mainly of cash and cash equivalents and short-term receivables. Short-term receivables mostly relate to receivables from the state for taxes. The company has no other significant concentrations of credit risk.

Currency risk

The official currency of the Company is the Pound Sterling (£), but certain transactions are in foreign currencies that are converted into pounds using the exchange rate on the balance sheet date. The resulting exchange rate differences are debited to business expenses or credited to the profit and loss account, but do not affect cash flows.

The company is exposed to currency risk, which mainly results from transactions in the Euro (EUR). The Company does not formally hedge against liabilities to suppliers that are denominated in foreign currency because such hedging instruments are not readily available in the markets where the Company operates. Instead, short-term cash balance forecasts are prepared to calculate the Company's expected exposure. The Company's currency risk mainly relates to changes in the sterling exchange rate, but it also occurs in connection with financial assets and financial liabilities denominated in other foreign currencies, but in this case it is not significant.

Liquidity risk

Liquidity risk implies maintaining enough money to settle current financial obligations. The Company's approach to liquidity management is to ensure, to the greatest extent possible, that it will always be sufficiently liquid to be able to meet its obligations on time in both normal and extraordinary circumstances, without causing unacceptable losses or risking damage to the Company's reputation. The company manages its liquidity needs by carefully monitoring cash outflows from regular operations.

ON BEHALF OF THE BOARD:

M Pejkovic - Director

30 September 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

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 2024.

EVENTS SINCE THE END OF THE YEAR

In January 2025, all remaining subordinate legislation necessary for the completion and full functioning of the regulatory framework that enables the testing, approval, traffic participation and commercial use of fully automated vehicles in the Republic of Croatia came into force (regulations of the Ministry of the Interior related to technical conditions of vehicles and technical inspections and rulebooks of the Ministry of the Sea, Transport and Infrastructure), which enables the Group efforts to fulfil its strategic goals.

After the reporting date, starting in Q3 2025, the Group has undertaken adjustments to its business operations in line with its evolving strategic priorities. This shift reflects a broader transformation in business strategy, including adjustments to certain internal processes and resource allocations. As part of this, the Group has reviewed its workforce needs, including Project 3 Mobility R&D UK Ltd., resulting in a reduction in headcount.

Redundancy costs of £931k have been incurred in September 2025, and there are further costs estimated to exit the UK premises of £15k. Fixed assets with a net book value of £263k as at 31 December 2024 will be reviewed, and disposals of those assets that are surplus to requirements will be made at market values. There is no indication of a material impairment of these assets at 31 December 2024.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

M Pejkovic

A Mudri

Other changes in directors holding office are as follows:

D J P Gwynne - resigned 31 December 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, 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.

AUDITORS

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

ON BEHALF OF THE BOARD:

M Pejkovic - Director

30 September 2025

Opinion

We have audited the financial statements of Project 3 Mobility R&D UK Limited (the 'company') for the year ended 31 December 2024 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 2024 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 Strategic Report and 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 Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

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 Strategic Report or 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 pages three and four, 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.

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 Audit Limited

Chartered Accountants

Statutory Auditor

One Eastwood

Harry Weston Road

Binley Business Park

Coventry

CV3 2UB

30 September 2025

TURNOVER

3

17,117,605

12,006,818

Cost of sales

68,276

-

GROSS PROFIT

17,049,329

12,006,818

Administrative expenses

16,092,851

11,979,947

956,478

26,871

Other operating income

4

828,848

681,805

OPERATING PROFIT

6

1,785,326

708,676

Interest payable and similar expenses

7

4,647

16,676

PROFIT BEFORE TAXATION

1,780,679

692,000

Tax on profit

8

607,932

256,755

PROFIT FOR THE FINANCIAL YEAR

1,172,747

435,245

PROFIT FOR THE YEAR

1,172,747

435,245

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,172,747

435,245

FIXED ASSETS

Tangible assets

9

262,736

353,372

CURRENT ASSETS

Debtors

10

4,672,328

3,321,957

Cash at bank

609,335

701,162

5,281,663

4,023,119

CREDITORS

Amounts falling due within one year

11

578,997

1,156,152

NET CURRENT ASSETS

4,702,666

2,866,967

TOTAL ASSETS LESS CURRENT LIABILITIES

4,965,402

3,220,339

PROVISIONS FOR LIABILITIES

13

56,000

88,000

NET ASSETS

4,909,402

3,132,339

CAPITAL AND RESERVES

Called up share capital

14

88

88

Other reserves

15

1,649,382

1,045,066

Retained earnings

15

3,259,932

2,087,185

SHAREHOLDERS' FUNDS

4,909,402

3,132,339

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

M Pejkovic - Director

A Mudri - Director

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

£

£

£

Balance at 1 January 2023

88

1,651,940

-

1,652,028

Changes in equity

Total comprehensive income

-

435,245

-

435,245

No description

-

-

1,045,066

1,045,066

Balance at 31 December 2023

88

2,087,185

1,045,066

3,132,339

Changes in equity

Total comprehensive income

-

1,172,747

-

1,172,747

No description

-

-

604,316

604,316

Balance at 31 December 2024

88

3,259,932

1,649,382

4,909,402

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

Plant & machinery -

20% 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.

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.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

4.	OTHER OPERATING INCOME

2024

2023

£

£

Sundry receipts

156,576

39,895

RDEC ATL credit

672,272

641,910

828,848

681,805

5.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

11,830,250

9,025,114

Social security costs

1,284,961

963,742

Other pension costs

884,091

633,698

13,999,302

10,622,554

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

2024

2023

Vehicle Engineering

67

55

PMO

2

2

HR & Operations

3

2

Procurement

10

11

Manufacturing

41

6

Supply Chain and Logistic

-

9

Quality

-

15

Production

-

2

Administration

8

7

131

109

2024

2023

£

£

Directors' remuneration

446,907

244,066

Directors' pension contributions to money purchase schemes

-

12,047

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

Money purchase schemes

-

1

Information regarding the highest paid director is as follows:

2024

2023

£

£

Emoluments etc

446,907

165,324

6.	OPERATING PROFIT

The operating profit is stated after charging:

2024

2023

£

£

Depreciation - owned assets

181,771

150,375

Auditors' remuneration

81,400

95,394

Foreign exchange losses

3,078

1,127

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Interest payable

4,647

16,676

8.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2024

2023

£

£

Current tax:

UK corporation tax

630,063

164,959

Prior year

9,869

70,796

Total current tax

639,932

235,755

Deferred tax

(32,000

)

21,000

Tax on profit

607,932

256,755

UK corporation tax has been charged at 25% (2023 - 23.52%).

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:

2024

2023

£

£

Profit before tax

1,780,679

692,000

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.521%)

445,170

162,765

Effects of:

Expenses not deductible for tax purposes

152,944

4,008

Capital allowances in excess of depreciation

-

(571

)

Depreciation in excess of capital allowances

68

-

Adjustments to tax charge in respect of previous periods

9,870

70,796

Movement in provisions

239

1,088

Other timing differences

(1

)

(3

)

R&D tax credit adjustment

(358

)

18,672

Total tax charge

607,932

256,755

9.	TANGIBLE FIXED ASSETS

Plant and

Computer

machinery

equipment

Totals

£

£

£

COST

At 1 January 2024

216,320

372,641

588,961

Additions

15,429

75,706

91,135

At 31 December 2024

231,749

448,347

680,096

DEPRECIATION

At 1 January 2024

52,507

183,082

235,589

Charge for year

55,470

126,301

181,771

At 31 December 2024

107,977

309,383

417,360

NET BOOK VALUE

At 31 December 2024

123,772

138,964

262,736

At 31 December 2023

163,813

189,559

353,372

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

4,263,087

2,498,954

Other Debtors

87,574

58,778

Tax

169,845

627,094

Social security and other tax

64,249

-

VAT

54,971

66,238

Prepayments and accrued income

32,602

70,893

4,672,328

3,321,957

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

55,921

110,302

Social security and other taxes

-

386,450

Other creditors

439,954

593,476

Accrued expenses

83,122

65,924

578,997

1,156,152

12.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

£

£

Within one year

178,135

177,656

Between one and five years

-

133,242

178,135

310,898

13.	PROVISIONS FOR LIABILITIES

2024

2023

£

£

Deferred tax

56,000

88,000

Deferred

tax

£

Balance at 1 January 2024

88,000

Credit to Income Statement during year

(32,000

)

Balance at 31 December 2024

56,000

14.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

100

Ordinary 1€

1

88

88

15.

RESERVES

Retained

Other

earnings

reserves

Totals

£

£

£

At 1 January 2024

2,087,185

1,045,066

3,132,251

Profit for the year

1,172,747

1,172,747

No description

-

604,316

604,316

At 31 December 2024

3,259,932

1,649,382

4,909,314

16.	POST BALANCE SHEET EVENTS

In January 2025, all remaining subordinate legislation necessary for the completion and full functioning of the regulatory framework that enables the testing, approval, traffic participation and commercial use of fully automated vehicles in the Republic of Croatia came into force (regulations of the Ministry of the Interior related to technical conditions of vehicles and technical inspections and rulebooks of the Ministry of the Sea, Transport and Infrastructure), which enables the Group efforts to fulfil its strategic goals.

After the reporting date, starting in Q3 2025, the Group has undertaken adjustments to its business operations in line with its evolving strategic priorities. This shift reflects a broader transformation in business strategy, including adjustments to certain internal processes and resource allocations. As part of this, the Group has reviewed its workforce needs, including Project 3 Mobility R&D UK Ltd., resulting in a reduction in headcount.

Redundancy costs of £931k have been incurred in September 2025, and there are further costs estimated to exit the UK premises of £15k. Fixed assets with a net book value of £263k as at 31 December 2024 will be reviewed, and disposals of those assets that are surplus to requirements will be made at market values. There is no indication of a material impairment of these assets at 31 December 2024.

17.	ULTIMATE CONTROLLING PARTY

The smallest and largest group in which the results of the Company are consolidated is that of Project 3 Mobility d.o.o. Project 3 Mobility d.o.o is the ultimate controlling party, a company incorporated in Croatia.

The registered office of Project 3 Mobility d.o.o. is Ilica 31, 10000, Zagreb, Croatia, from which consolidated accounts can be obtained.

18.	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.