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REGISTERED NUMBER: 12410725 (England and Wales)















Report of the Directors and

Unaudited Financial Statements for the Year Ended 31 December 2023

for

Urban.Mass Limited

Urban.Mass Limited (Registered number: 12410725)






Contents of the Financial Statements
for the Year Ended 31 December 2023




Page

Company Information 1

Report of the Directors 2

Balance Sheet 6

Notes to the Financial Statements 8

Report of the Accountants 11

Urban.Mass Limited

Company Information
for the Year Ended 31 December 2023







DIRECTORS: J D Emanuel
H S Sandhu





REGISTERED OFFICE: C/O Canny & Associates
30 Moorgate
London
EC2R 6PJ





REGISTERED NUMBER: 12410725 (England and Wales)





ACCOUNTANTS: Canny & Associates Ltd
Chartered Certified Accountants
30 Moorgate
London
EC2R 6PJ

Urban.Mass Limited (Registered number: 12410725)

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 providing innovative design and consultancy services for mass transport systems.

REVIEW OF BUSINESS
Urban.MASS - A Cut Above the Rest


Context
I'm thrilled to present our latest annual statement for Urban.MASS, and to review what was a pivotal year for the business advancing on all fundamental verticals of growth; new global client interest & MoUs, continued strong R&D, team growth, fundraising and new partnerships.

As we end the year, I'd like to take a moment to recap precisely what our core technologies are:

Floc - zero-emission mass transit technology using driverless electrically powered pods capable of travelling on both road and elevated track and individually or together in 'platoons' dependent on the level of demand for services.

Duo Rail - elevated track system, which allows our pods to cantilever either side of a lightweight central column to run above existing roads and infrastructure, or to ascend or descend vertically within challenging or dense urban environments.

But what underpins the advancements we have made this year? Here's why our combined Floc and Duo Rail technologies are a cut above the rest:

50% cheaper
Less disruption in installation
Flexible demand
Smaller stations
Lower capex
Lower opex
Elevated
Automated
Zero emission

Our system capacity can be tailored & matched as required at any given time to any given demand. 16 passengers per floc pod. 20,000 pax/hour/direction. Incredible.

I say this as 2023 was a pivotal year and I believe Urban.MASS remains at the very forefront of driverless, seamless mass transit technology and because of this, and the efforts of all our team find ourselves on the precipice of defining and bringing to market a new generation of urban transit for the ages.




Urban.Mass Limited (Registered number: 12410725)

Report of the Directors
for the Year Ended 31 December 2023

New Transport Authority Clients - KSA
2023 saw the beginning of a very exciting new relationship with one of the most ambitious clients in the world, that being NEOM, a mega multi-billion project funded by the Public Investment Fund (PIF), the Sovereign Wealth Fund of the Kingdom of Saudi Arabia.

The team travelled to Saudi Arabia to see the project progress in the offices and on site as well as to meet the Client leadership team and participate in rigorous workshops with their transportation experts from around the world. This ultimately provided Urban.MASS a powerful Letter of Support from the various proponents and resulted in the Floc Pod scale model being shipped and presented to the Founding Board members inc. the Crown Prince. This presentation saw our technology being showcased, alongside big names such as Lotus, Ferrari and Hyundai Motor Group. The uniqueness of our design, acquired from Urban.AV our wholly owned Autonomous Vehicle business was what drew the attention of a multitude of NEOM proponents. The year ended with continued, detailed discussions with the NEOM mobility teams, supporting them in their quest for the right blend of at-grade and elevated transit systems across the region - both of which Urban.MASS is able to provide.

An exciting introduction to a part of the world that, I believe, will shape the future of travel like no where else on Earth. We are delighted to be a small part of their considerations, to offer our technology and to be able to contribute to this exciting and green future.


UAE, Dubai
We also signed an MoU with the Roads and Traffic Authority of Dubai in UAE to support their needs with our elevated floc system. I was honored to be accompanied by the Secretary of State for Transport the Rt. Honorable Mark Harper, supporting UK technology exports to the UAE. As part of COP 28, it was a momentous moment for us but also for the Government of Dubai, UAE and the UK to show leadership and unity by investing in future transport technologies that will help the planet reduce emissions from transport.

Further afield we started new client relationships with major transport authorities in the USA, other countries in the Middle East and right across to Australia as our renewed marketing activity started reaching new clients and combined with global financial pressures on transit systems that came home to roost for many transport operators and private real estate developers. Product market fit was starting to look very good for us.


Governance
We grew our headcount by strengthening our Board of Advisors with Robin Brownsell the former CEO of BeemCar who previously had an agreement with Dubai's RTA also, Martha Welbourne the former Chief Planning Officer for LA Metro, Andy Whitworth the former Chairman of KSG, Kinetic Solutions Group and Tony Price EX Jaguar Land Rover and ARRK. We continue to attract a diverse array of experts in their fields that strengthen our credentials, ethos and execution abilities and we are excited about the year ahead which will see significant new appointments to the Leadership team, the Board and Advisory Board.






Urban.Mass Limited (Registered number: 12410725)

Report of the Directors
for the Year Ended 31 December 2023

Business Model
Our leadership team continued to hone our asset-light, IP rich technology model. With independent advisory from US consulting firm SMG Consulting we were able to further firm our assumptions and even identify significant up-side in our forecasts. Our asset-light model remains as the most beneficial way to run our business - the most pointed way for us to leverage our IP quickly to enable sustainable mass transit that can deliver both 000's of passengers per hour per direction or just one passenger to your door, like an Uber.


Our Market & Fundraising
With our TAM of over £600billion in real, published projects across 215 cities in 40 countries by 2035 and our projections of claiming a 30% market share, we ended the year better prepared for our fundraise launch. With our financial projections forecasting positive EBITDA by 2026 with margins of £300million by 2030 - we commenced our fundraise initiatives with the London Stock Exchanges Floww Capital Markets platform.

Floww undertook extensive DD and prepared a full suite of LSEG compliant investment documents for our investors, reducing risk in the fundraising process for both investors and the business. At the end of the year this process had just commenced and we offered the market an attractive 10% of Urban.MASS shares as a Pre Series A round.


Production Partnerships
Our Production Partners ecosystem grew with the addition of SEMP for our ConOps planning & design, and the University of Birmingham in Dubai. Our existing partners continued their support in the development of our New Generation floc & DuoRail design that led to new IP and new patents and which will be revealed in 2024.


Intellectual Property and Prototypes
We maintained our focus on our IP and extended our multi-family patent portfolio with a new transformative patent that allows us to confidently provide the full level of seamless mobility we have been targeting and that our new clients have identified in the market as a need.


Innovation
With the backing of the innovative transport operators across the middle east, we are excited about the year ahead. The year has shown us that our technology is in demand and fulfills a vital role for many cities around the world. As we approach our projections for 2026, we are galvanized as a team and confident to meet those projections with this years market response to our technology.

The Importance of Urban.MASS
The most important statistics as to why our team relentlessly pursue our goals to bring Urban.MASS technologies to cities everywhere are surmised by the below:

50-70% emissions saving during off-site manufacture & on-site assembly.

30-50% emissions saving during operation.

20-50% emissions saving by attracting riders from their private cars.

Urban.Mass Limited (Registered number: 12410725)

Report of the Directors
for the Year Ended 31 December 2023


Finally, again, this year we are also proud to stand shoulder to shoulder with our disruptive sister company Urban-Air Port Ltd, pioneering to make aviation greener and cleaner. With certification for eVTOLs closer than ever, we hope Urban.MASS can step in to support intermodal connectivity to/from UAPs vertiports.

We thank our current investors, partners, collaborators and Clients for their ongoing support. Together we are inventing our way towards a cleaner transport sector.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report.

J D Emanuel
H S Sandhu

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:





H S Sandhu - Director


12 September 2024

Urban.Mass Limited (Registered number: 12410725)

Balance Sheet
31 December 2023

31.12.23 31.12.22
Notes £    £    £    £   
FIXED ASSETS
Investments 4 6 6

CURRENT ASSETS
Debtors 5 20,482 18,327
Cash at bank 13,010 11,912
33,492 30,239
CREDITORS
Amounts falling due within one year 6 32,724 52,027
NET CURRENT ASSETS/(LIABILITIES) 768 (21,788 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

774

(21,782

)

CAPITAL AND RESERVES
Called up share capital 56 56
Share premium 351,866 201,866
Retained earnings (351,148 ) (223,704 )
774 (21,782 )

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2023.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2023 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:
(a)ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and
(b)preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

Urban.Mass Limited (Registered number: 12410725)

Balance Sheet - continued
31 December 2023


The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 12 September 2024 and were signed on its behalf by:





H S Sandhu - Director


Urban.Mass Limited (Registered number: 12410725)

Notes to the Financial Statements
for the Year Ended 31 December 2023

1. STATUTORY INFORMATION

Urban.Mass 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.

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at 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.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 1 (2022 - 1 ) .

Urban.Mass Limited (Registered number: 12410725)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

4. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
At 1 January 2023
and 31 December 2023 6
NET BOOK VALUE
At 31 December 2023 6
At 31 December 2022 6

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Urban AV (Autonomous Vehicles Limited
Registered office: United Kingdom
Nature of business: Autonomous vehicle development
%
Class of shares: holding
Ordinary 100.00
31.12.23 31.12.22
£    £   
Aggregate capital and reserves (72,012 ) (72,012 )

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.23 31.12.22
£    £   
Amounts owed by group undertakings - 16,940
Other debtors 20,482 1,387
20,482 18,327

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.23 31.12.22
£    £   
Trade creditors 17,908 2,483
Amounts owed to group undertakings 9,269 1,469
Taxation and social security 323 647
Other creditors 5,224 47,428
32,724 52,027

Urban.Mass Limited (Registered number: 12410725)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

7. ULTIMATE CONTROLLING PARTY

The company's immediate parent company is Six Miles Across London Limited and it's ultimate controlling party is Mr H Sandhu, a company director.

8. SHARE CAPITAL AND SHARE PREMIUM

Included in the share premium account is £250,000 (2022 - £100,000) investment in the form of an Advance Subscription Agreements. The directors consider this investment to be equity but as at the balance sheet date shares had not been issued in respect of this investment and accordingly all of the £250,000 (2002 - £100,000) investment is reported in the share premium account.

Urban.Mass Limited

Report of the Accountants to the Directors of
Urban.Mass Limited

The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Balance Sheet. Readers are cautioned that the Income Statement and certain other primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies.

As described on the Balance Sheet you are responsible for the preparation of the financial statements for the year ended 31 December 2023 set out on pages six to eleven and you consider that the company is exempt from an audit.

In accordance with your instructions, we have compiled these unaudited financial statements in order to assist you to fulfil your statutory responsibilities, from the accounting records and information and explanations supplied to us.






Canny & Associates Ltd
Chartered Certified Accountants
30 Moorgate
London
EC2R 6PJ


12 September 2024