REGISTERED NUMBER: 12410725 (England and Wales)

Report of the Directors and

Unaudited Financial Statements for the Year Ended 31 December 2025

for

Urban.Mass Limited

Page

Company Information

1

Report of the Directors

2

Balance Sheet

4

Notes to the Financial Statements

6

Report of the Accountants

9

DIRECTORS:

J D Emanuel

H S Sandhu

REGISTERED OFFICE:

C/O Canny & Associates

60 Cannon Street

London

EC4N 6NP

REGISTERED NUMBER:

12410725 (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 mass transport systems.

REVIEW OF BUSINESS

FY2025 was a foundational year in Urban.Mass Ltd's evolution as a Physical-AI company - positioning its AI-powered floc® and DuoRail® autonomous transit system for demonstrator deployment, deepening its industrial partner network, and advancing into active engagement with sovereign transport authorities across the Gulf and Africa. The Company entered the year with a £10M Pre-Series A valuation and progressed material steps towards its Series A fundraise.

Technology & Product Development

Urban.Mass's floc® DuoRail® system - a zero-emission, AI-driven autonomous transit platform delivering passenger and cargo pod networks at approximately 50% the capital cost of conventional light rail - advanced substantially across design, engineering and certification readiness during FY2025.

Key Technology Milestones

- Progression of the floc® Physical-AI system, integrating sensing, perception, localisation and orchestration for real-world elevated and ground-level environments

- Completion of automotive-grade design engineering for the floc® pod architecture, establishing a robust and manufacturable technical foundation

- Active partner selection process for interior and exterior pod styling, engaging automotive-grade design and engineering specialists to ensure world-class passenger experience

- GCRE (Global Centre of Rail Excellence) collaboration: Following the March 2024 MoU, two trial sites at the GCRE facility near Neath, South Wales were formally identified for floc® DuoRail® demonstrator deployment - a critical milestone for UK and global certification readiness, supported by Welsh and UK Government-funded infrastructure

- CeComp MoU (Italy): Execution of a Memorandum of Understanding with CeComp, the advanced Italian automotive engineering specialist, supporting industrial collaboration across pod engineering and manufacture

Market Engagement & Strategic Development

Transport Authority & Sovereign Engagement

- Continued engagement with the Dubai Roads and Transport Authority (RTA) - building on the landmark January 2024 agreement to pilot the floc® DuoRail® system - with active advancement of Concept of Operations for a middle east launch programme

- Engagement with KSIA on floc® system feasibility and integration into future aviation-adjacent transport infrastructure Including coordination with KSIA chosen consultants Foster + Partners and Jacobs.

- GITEX Global 2024 (October, Dubai): Exhibition alongside the Dubai RTA at the world's largest technology event - reinforcing Urban.Mass's Gulf relationships and market positioning

- African continent: Active advancement of the ABBA RailX/AfrailX Letter of Intent - a potential multi-billion dollar deployment programme targeting Luanda, Angola, as the first phase of a continent-wide rollout

- Geshom / Botswana: Advancement of feasibility work for integration into the Botswana National Development Plan, representing government-level engagement in sub-Saharan Africa

Industrial & Strategic Partners

- Engagement with global industrial and mobility leaders including ABB and Michelin, reflecting institutional interest in Physical-AI systems for infrastructure, mobility and industrial applications

- Ongoing detailed collaboration with all engineering partners to define system and service design for the floc® DuoRail® Concept of Operations.

Capital & Fundraising Activity

Urban.Mass progressed its fundraising during FY2025, including new investors from the automotive sector whose participation both provides capital and strategically validates the Company's industrial direction. The Company's Pre-Series A valuation of £10M established a clear anchor for the Series A process, which is active and targeting investors with mandates across autonomous systems, Physical-AI and sustainable infrastructure.

Market Opportunity

- Global Physical-AI market: c.US$80bn+ (2025), forecast US$900bn+ by early 2030s

- Global mass transit investment pipeline: 1,000+ new metro and rail projects in 100+ countries by 2030, equivalent to US$2.2 trillion

- Urban.Mass's ~50% capital cost advantage vs. conventional light rail is a structural differentiator in constrained municipal budgets

- Applicable across transport, infrastructure, logistics, defence and autonomous vehicle sectors

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 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

30 April 2026

FIXED ASSETS

Investments

4

6

6

CURRENT ASSETS

Debtors

5

22,526

6,158

Cash at bank

5,695

51,356

28,221

57,514

CREDITORS

Amounts falling due within one year

6

169,372

306,838

NET CURRENT LIABILITIES

(141,151

)

(249,324

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(141,145

)

(249,318

)

CAPITAL AND RESERVES

Called up share capital

67

56

Share premium

709,828

431,870

Retained earnings

(851,040

)

(681,244

)

(141,145

)

(249,318

)

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 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 NIL (2024 - 1 ).

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakin

£

COST

At 1 January 2025

and 31 December 2025

6

NET BOOK VALUE

At 31 December 2025

6

At 31 December 2024

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

31.12.25

31.12.24

£

£

Aggregate capital and reserves

(44,812

)

(74,889

)

Profit/(loss) for the year

30,077

(2,877

)

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Other debtors

22,526

6,158

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade creditors

9,062

32,783

Amounts owed to group undertakings

1,469

9,269

Other creditors

158,841

264,786

169,372

306,838

7.	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.

8.	SHARE-BASED PAYMENT TRANSACTIONS

The company had agreements with advisors to provide their consulting and design services, mostly 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 not reached and hence the advisors fees were not accrued in previous years accounts. The company did complete some fundraising between 2023 and 2025 and 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. The total value of their services to 31 December 2025 is £145,992 (2024 - £261,938) 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 April 2025, 147,337 ordinary shares 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.

In April 2026, 82,121 ordinary shares of £0.00001 per share, were issued to the advisors at a price of £1.778 per share. The £1.77778 share price was considered fair value based on a previous valuation formally set by the London Stock Exchange and Floww.

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 four to nine 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