REGISTERED NUMBER: 09016246 (England and Wales)

Report of the Directors and

Unaudited Financial Statements for the Year Ended 31 December 2025

for

SMXL Limited

Page

Company Information

1

Report of the Directors

2

Balance Sheet

5

Notes to the Financial Statements

7

Report of the Accountants

11

DIRECTORS:

H Sandhu

A Wu-Sandhu

REGISTERED OFFICE:

c/o Canny & Associates

60 Cannon Street

London

EC4N 6NP

REGISTERED NUMBER:

09016246 (England and Wales)

ACCOUNTANTS:

Canny & Associates Ltd

Chartered Certified Accountants

60 Cannon Street

London

EC4N 6NP

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of management and consultancy services to it's subsidiary companies.

REVIEW OF BUSINESS

SMXL Limited (SMXL) is the holding company for a portfolio of defence, aviation and Physical-AI technology businesses - built from a single founding insight: that the infrastructures of movement, from the ground to the sky, are converging around autonomy, electrification and AI. That insight, first articulated by Ricky Sandhu and Andrea Wu in the original Six Miles Across London urban mobility blueprint in 2017 has shaped a group whose subsidiaries are now active in some of the fastest-growing and most strategically significant technology markets in the world.

FY2025 Context - Why This Year Mattered

FY2025 unfolded against a macro backdrop that validated the SMXL thesis:

- Heightened geopolitical instability and the rapid acceleration of sovereign defence spending - particularly in autonomous systems and deployable infrastructure - drove immediate demand into UAP's Pandora programme in ways that would have been difficult to forecast two years prior

- Reduced availability of speculative venture capital, which reinforced the importance of SMXL's revenue-relevant engagement model and its ability to generate commercial traction without reliance on purely market-sentiment-driven capital cycles

- Accelerating institutional conviction in Physical-AI as a category - across defence, transport, infrastructure and industrial applications - directly aligned with Urban.Mass's positioning

- Growing fragmentation and distress among first-generation AAM and eVTOL competitors, which strengthens UAP's IP focused, asset-light infrastructure-first, hardware-agnostic position as the durable layer of the ecosystem

Group Structure & Capital Allocation

SMXL's structure is deliberately multi-horizon:

Subsidary

Market Position

Time Horizon

Urban-Air Port Ltd (UAP)

Defence Technology (near-term) + Aviation Infrastructure (long-term)

Immediate (defence) + 2027-2035 (AAM)

Urban.Mass Ltd (Urban.Mass)

Physical-AI: autonomous elevated transit, applicable across transport, infrastructure

2026 demonstrator; 2027-2030 commercial deployment

SMXL's role is to promote and allocate capital and strategic focus across these distinct technology and market timelines - preserving optionality, maintaining clear subsidiary separation, and enabling multiple future financing or exit pathways, including public market access.

Founding Vision - Brief History

SMXL originated trading in 2017 as a city-scale urban mobility blueprint authored by Ricky Sandhu and Andrea Wu - a comprehensive vision for how cities could be transformed through integrated air, ground and autonomous mobility. The blueprint generated early consultancy client work for Airbus, GRIDSERVE, Equinor, Volocopter, Arup and the Norman Foster Foundation, establishing SMXL's credibility at the intersection of architecture, infrastructure and advanced mobility.

That founding vision has matured into a group with patented technology, near-term light of sight to defence contracts & sovereign transport authority agreements across three continents, and a clear pathway to public market access. As SMXL approaches its tenth year in 2027, the Group is positioned not as a concept-stage business but as an operating defence and AI technology group with real products, real customers and a compelling compounding of near-term and long-term value drivers.

Urban-Air Port - Business Synopsis

Building on the momentum established during FY2025, Urban-Air Port now operates actively across both Defence Technology and Advanced Air Mobility. The formal unveiling of our Pandora suite at DSEI 2025, and the subsequent development of the AI-native Pandora Mission Management System, has driven strong engagement with defence primes and next-generation defence technology leaders. In parallel, our partnerships with SITA, Hangzhou Starports and Nalwa Aero have materially expanded UAP's global infrastructure footprint - from China's trillion-dollar Low Altitude Economy to India's government-backed AAM programme. Our VBM.ai planning intelligence platform equips the global aviation industry with the AI-powered tools needed to plan, assess and scale vertiport networks with confidence.

Urban.Mass - Business Synopsis

Urban.Mass enters 2026 as a Physical-AI company at an inflection point. With two GCRE trial sites identified for floc® DuoRail® demonstrator deployment, active engagement with sovereign transport authorities in the Gulf and Africa, and industrial partners across Italy and beyond, the Company is transitioning from design development into demonstrator reality. Our Series A fundraise is active, targeting investors at the intersection of autonomous systems, sustainable infrastructure and Physical-AI.

Group Strategic Statement - Entering 2026

Entering 2026, SMXL is evolving into a Defence and AI Technology Group operating across aviation, aerospace, defence and autonomous vehicles - combining deployable infrastructure, Physical-AI systems and AI-native software to address some of the fastest-growing and most strategically important markets globally.

We have moved from vision to traction. We have defence contracts in negotiation and prototype orders in build. We have sovereign transport authority agreements across the Gulf, Asia and Africa in active discussion. We have world-class industrial partnerships in aviation, defence and advanced engineering. And we have the IP, the team and the architecture to build the next generation of infrastructure for a world that will be more defined by autonomous systems.

The Group's dual-entity structure provides material strategic resilience: UAP's near-term defence revenues underpin Urban.Mass's longer-horizon deployment cycle, while both share the foundational SMXL thesis - that the way the world moves is being permanently and profoundly transformed.

As we approach SMXL's tenth year, we do so not as a startup seeking validation, but as a group that has earned its position at the frontier of defence, aviation and Physical-AI - with the partnerships, the products and the pipeline to justify the next stage of growth.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

H Sandhu

A Wu-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 Sandhu - Director

30 April 2026

FIXED ASSETS

Tangible assets

4

-

-

Investments

5

-

150,002

-

150,002

CURRENT ASSETS

Debtors

6

4,434

2,469

Cash at bank

11,542

23,811

15,976

26,280

CREDITORS

Amounts falling due within one year

7

20,093

30,714

NET CURRENT LIABILITIES

(4,117

)

(4,434

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(4,117

)

145,568

CREDITORS

Amounts falling due after more than one year

8

20,832

26,624

NET (LIABILITIES)/ASSETS

(24,949

)

118,944

CAPITAL AND RESERVES

Called up share capital

500

500

Retained earnings

(25,449

)

118,444

(24,949

)

118,944

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2025 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 30 April 2026 and were signed on its behalf by:

H Sandhu - Director

1.	STATUTORY INFORMATION

SMXL 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.

Turnover

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

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Office equipment

-

33% on cost

Fixtures and fittings

-

33% on cost

Computer equipment

-

33% on cost

Investments in subsidiaries

Investments in subsidiaries are measured at cost less accumulated impairment.

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 NIL (2024 - NIL).

4.	TANGIBLE FIXED ASSETS

Fixtures

Office

and

Computer

equipment

fittings

equipment

Totals

£

£

£

£

COST

At 1 January 2025

and 31 December 2025

3,898

2,521

3,250

9,669

DEPRECIATION

At 1 January 2025

and 31 December 2025

3,898

2,521

3,250

9,669

NET BOOK VALUE

At 31 December 2025

-

-

-

-

At 31 December 2024

-

-

-

-

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertakin

£

COST

At 1 January 2025

and 31 December 2025

236,624

PROVISIONS

At 1 January 2025

86,622

Provision for year

150,002

At 31 December 2025

236,624

NET BOOK VALUE

At 31 December 2025

-

At 31 December 2024

150,002

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

Urban Air Port Limited

Registered office: United Kingdom

Nature of business: Urban air mobility development

%

Class of shares:

holding

Ordinary

90.22

Growth

31.12.25

31.12.24

£

£

Aggregate capital and reserves

(17,294

)

265,457

Loss for the year

(282,751

)

(649,701

)

Urban.Mass Limited

Registered office: United Kingdom

Nature of business: Mass transportation design

%

Class of shares:

holding

Ordinary

73.24

31.12.25

31.12.24

£

£

Aggregate capital and reserves

(141,145

)

(249,318

)

Loss for the year

(169,796

)

(330,096

)

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Amounts owed by group undertakings

3,469

2,469

Other debtors

965

-

4,434

2,469

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Bank loans and overdrafts

6,556

6,556

Trade creditors

(1

)

611

Amounts owed to group undertakings

11,538

11,538

Taxation and social security

-

2,940

Other creditors

2,000

9,069

20,093

30,714

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.25

31.12.24

£

£

Bank loans

20,832

26,624

9.	ULTIMATE CONTROLLING PARTY

In the directors opinion the company is controlled by Mr H Sandhu.

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 2025 set out on pages five 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

60 Cannon Street

London

EC4N 6NP

30 April 2026