Urban.Mass Limited - Accounts to registrar (filleted)

REGISTERED NUMBER: 12410725 (England and Wales)

Report of the Directors and

Unaudited Financial Statements for the Year Ended 31 December 2024

for

Urban.Mass Limited

Page

Company Information

1

Report of the Directors

2

Balance Sheet

3

Notes to the Financial Statements

5

Report of the Accountants

8

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

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 providing innovative design and consultancy services for mass transport systems.

REVIEW OF BUSINESS

Please refer to the Report of Directors in the accounts of Six Miles Across London Limited, it's

ultimate parent company.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 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

25 September 2025

FIXED ASSETS

Investments

4

6

CURRENT ASSETS

Debtors

5

6,158

20,482

Cash at bank

51,356

13,010

57,514

33,492

CREDITORS

Amounts falling due within one year

6

306,838

32,724

NET CURRENT (LIABILITIES)/ASSETS

(249,324

)

768

TOTAL ASSETS LESS CURRENT
LIABILITIES

(249,318

)

774

CAPITAL AND RESERVES

Called up share capital

56

Share premium

431,870

351,866

Retained earnings

(681,244

)

(351,148

)

(249,318

)

774

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 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.

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 25 September 2025 and were signed on its behalf by:

H S Sandhu - Director

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 (2023 - 1 ) .

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

6

NET BOOK VALUE

At 31 December 2024

6

At 31 December 2023

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

31.12.24

31.12.23

£

Aggregate capital and reserves

(74,889

)

(72,012

)

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

Other debtors

6,158

20,482

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

Trade creditors

32,783

17,908

Amounts owed to group undertakings

9,269

Taxation and social security

-

323

Other creditors

264,786

5,224

306,838

32,724

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-BASED PAYMENT TRANSACTIONS

The company had agreements with advisors to provide their services, related to research and development, to the company. These services were to be satisfied in the company's absolute discretion either in cash or by way of issue of ordinary shares in the company, but dependant on the company reaching a certain fundraising threshold. The fundraising threshold was never reached and hence the advisors fees were not accrued in previous years accounts. The company did complete some fundraising during 2023 and 2024 and during 2024 it was agreed with the advisors, as their services are vital to the future commercial viability of the company, their services would be paid in shares. This was agreed with them during 2024 and a total accrual of £261,938, based on daily rates, was included in the Balance Sheet at year end and charged to the Profit and Loss Account.

In April 2025, 147,337 ordinary shares with a nominal value of £0.00001 per share, were issued to the advisors at a price of £1.778 per share. The £1.778 share price was considered fair value based on a valuation formally set by the London Stock Exchange and Floww.

9.	SHARE CAPITAL AND SHARE PREMIUM

Included in the share premium account is £330,004 (2023 - £250,000) 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 £330,004 (2003 - £250,000) investment is reported in the share premium account. Shares were issued after the year end in respect of the Advance Subscription Agreements.

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 2024 set out on pages three to eight 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

25 September 2025