REGISTERED NUMBER: 11947445 (England and Wales)

Report of the Directors and

Unaudited Financial Statements for the Year Ended 31 December 2025

for

Urban Air Port 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:

11947445 (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 providing innovative design and consultancy services for the aeronautical sector.

REVIEW OF BUSINESS

FY2025 was a landmark year for Urban-Air Port Ltd (UAP), defined by two parallel tracks of exceptional momentum: the formal launch and rapid traction of its defence technology capability, and a significant broadening of its Advanced Air Mobility infrastructure partnerships across four continents. The year demonstrated UAP's growing ability to operate credibly across both near-term defence demand and the longer arc of global aviation transformation.

Defence Technology - Launch Year

FY2025 marked UAP's formal entry into the defence technology sector, with Pandora - the Company's hardware-agnostic, containerised autonomous deployment system - achieving compelling early traction within its first year of dedicated defence activity. Pandora enables the launch, recovery and re-arm of uncrewed aerial systems from a rapidly deployable, ruggedised platform engineered for austere and contested environments.

Key Defence Developments

- Unveiling of the Pandora suite at DSEI (9-12 September 2025), one of the world's foremost defence and security exhibitions - marking UAP's public entry into the global defence market

- Creation of Pandora Mission Management System (Pandora MMS), an AI-native command-and-control software layer designed for degraded, denied, intermittent and low-bandwidth (DDIL) environments, capable of integrating with third-party autonomy and C2 platforms

- Engagement with major defence primes and next-generation defence technology leaders including BAE Systems, Babcock, Anduril and Helsing validating both the Pandora hardware platform and its AI-native software evolution

- Prototype order requested by UK MOD and leading European defence tech OEMs, representing a significant early commercial signal for Pandora

- Active contract negotiation with a major naval prime for a Pandora application

- Selection to meet the UK Secretary of State for Defence - recognition of UAP's relevance within the UK's evolving sovereign defence capability agenda

- Engagement with active conflict-theatre demand - reflecting real operational urgency for Pandora's deployable infrastructure

- Active engagement across the UK defence innovation ecosystem, including at Larkhill and within the DSEI ecosystem.

- UK and European supply chain built for mass manufacturing of Pandora units

The Directors consider the scale and quality of engagement achieved during FY2025 to represent strong validation for a defence technology launch year - a rare outcome for a company entering a new market sector.

Defence Market Opportunity

- Global counter-UAS / drone defence systems market: c.US$70-75bn (2025), forecast US$140bn+ by early 2030s

- Military and autonomous drone systems market: c.US$18-47bn (2025), double-digit growth forecast through 2035

- Driven by geopolitical instability, proliferation of autonomous systems, and the central role of UAS in modern doctrine

Advanced Air Mobility - Infrastructure Leadership

In parallel with its defence expansion, UAP continued to build and deepen its position as the world's leading independent vertiport infrastructure developer - the builder of the world's first operational vertiport (AirOne, Coventry, UK) - with FY2025 delivering a series of strategically significant commercial partnerships across Europe, Asia, India and the Middle East.

Strategic Partnerships - FY2025

- SITA (June 2025): Partnership with the world's leading aviation IT provider to co-develop the world's first fully integrated Software-Defined Vertiport, combining UAP's patented modular AirOne hardware with SITA's cloud-native Vertiport Management System (VMS) and decades of global aviation platform expertise

- Hangzhou Starports Tech / China (December 2025): Partnership with Chinese vertiport manufacturer targeting the world's largest emerging AAM market - China's Low Altitude Economy, with a total addressable market projected at US$1 trillion by 2030. Initial collaboration focused on co-designing and delivering Air-One vertiports in Qingdao, Hangzhou, Hainan and further cities including Shanghai, Shenzhen, Wuxi, Guangzhou and Zigong

- Nalwa Aero / India (July 2025): UAP's first partnership with an Indian eVTOL OEM - a strategic market entry into the world's third-largest aviation market, targeting India's government-backed AAM rollout of 1,000 helipads and drone zones along national highways. Phase 1 market development underway in 2025

- Advisory & Shareholder Strengthening (May 2025): Appointment of Lawrence Blakeley (former Airbus, Vertical Aerospace, Beta Technologies), Adam Slepian (Former US Special Forces Green Beret, Hyundai Motor Group and Otto Aviation) and Eoghan Huston (COO, Manna Drone Delivery) as Non-Executive Advisors and shareholders - attracting world-class aviation and defence talent to UAP's expanded leadership

- VBM.ai Development: Continued development of the Vertiport Business Modeller AI platform - UAP's proprietary planning and simulation intelligence tool - with formal launch at Passenger Terminal Expo (PTE), London ExCeL, expected in Q1 2026.

- Continued engagement with airport operators, OEMs and infrastructure stakeholders globally - including ongoing relationships with sovereign infrastructure programmes in the Gulf and wider Middle East region

AAM Market Opportunity

- Global Advanced Air Mobility market: c.US$14bn (2025), forecast US$90-120bn+ by 2034-2035

- China Low Altitude Economy: US$1 trillion TAM by 2030 - fastest-growing AAM market globally

- India aviation market: US$25-40bn by 2030-2033; projected 480m passengers per year by 2036

- Driven by urbanisation, electrification, autonomous flight technologies and infrastructure demand

Capital & Shareholder Activity

During FY2025, the Company issued new shares to both existing and new investors, raising up to c.US$500k in the period, strengthening the shareholder base while maintaining capital discipline ahead of the Series B fundraise. The Company enters 2026 with its Series B process actively underway.

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

2,337

10,370

Investments

5

1

1

2,338

10,371

CURRENT ASSETS

Debtors

6

96,487

20,918

Cash at bank

150,451

291,802

246,938

312,720

CREDITORS

Amounts falling due within one year

7

266,570

57,634

NET CURRENT (LIABILITIES)/ASSETS

(19,632

)

255,086

TOTAL ASSETS LESS CURRENT LIABILITIES

(17,294

)

265,457

CAPITAL AND RESERVES

Called up share capital

7

7

Share premium

2,636,511

2,636,511

Retained earnings

(2,653,812

)

(2,371,061

)

(17,294

)

265,457

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

Urban Air Port 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

-

25% on cost

Fixtures and fittings

-

25% on cost

Computer equipment

-

25% on cost

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 2 (2024 - 3 ) .

4.	TANGIBLE FIXED ASSETS

Fixtures

Office

and

Computer

equipment

fittings

equipment

Totals

£

£

£

£

COST

At 1 January 2025

and 31 December 2025

1,950

27,501

2,845

32,296

DEPRECIATION

At 1 January 2025

843

19,480

1,603

21,926

Charge for year

447

6,875

711

8,033

At 31 December 2025

1,290

26,355

2,314

29,959

NET BOOK VALUE

At 31 December 2025

660

1,146

531

2,337

At 31 December 2024

1,107

8,021

1,242

10,370

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertakin

£

COST

At 1 January 2025

and 31 December 2025

1

NET BOOK VALUE

At 31 December 2025

1

At 31 December 2024

1

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Amounts owed by group undertakings

11,538

19,338

Other debtors

80,018

498

VAT

4,931

-

Prepayments

-

1,082

96,487

20,918

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade creditors

31,081

20,024

Amounts owed to group undertakings

1

-

Social security and other taxes

221

7,468

VAT

-

2,242

Other creditors

230,561

16,618

Directors' current accounts

456

2,256

Accrued expenses

4,250

9,026

266,570

57,634

8.	ULTIMATE CONTROLLING PARTY

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

9.	SHARE-BASED PAYMENT TRANSACTIONS

The company had agreements with advisors to provide their consulting and design 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. As these advisors services continue to be integral to the future commercial viability of the company it was agreed with them prior to year end their fees would be paid in shares. The total value of their services, based on daily rates, to 31 December 2025 is £230,561 and this amount has been charged to the Profit & Loss Account and the liability is recorded within Creditors: Amounts Falling Due Within One year.

In March 2026, 39 ordinary shares with a nominal value of £0.001 each, were issued to the advisors at a price of £5,911.83 per share. The £5,911.83 share price was considered fair value based on a previous independent valuation obtained by the company.

In May 2024, 21 ordinary shares with a nominal value of £0.001 each, were issued to the advisors at a price of £5,911.83 per share. The £5,911.83 share price was considered fair value based on an independent valuation obtained by the company.

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 twelve 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