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REG - Smarter Web Company - FY25 Results, AGM Notice & Investor Presentation

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RNS Number : 7481T  Smarter Web Company PLC (The)  20 February 2026

20 February 2026

 

The Smarter Web Company PLC

("The Smarter Web Company" or the "Company")

Full Year Results, Notice of AGM and New Investor Presentation

 

The Smarter Web Company (LSE: SWC | OTCQB: TSWCF | FRA: 3M8) is pleased to
announce its audited full year results for the period to 31(st) October 2025,
publication of its Annual Report and notice of Annual General Meeting, and a
new investor presentation.

Full Year Results Summary

·    £225.2 million raised, comprising £209.4m in equity capital and
£15.8m in Bitcoin Backed convertible notes

·    2,660 Bitcoin held at year end; 2,689 Bitcoin held as of 19 February
2026

·    Strong balance sheet with no fiat debt

The Group achieved a profit before tax of £2,835,848 for the year. Excluding
one off gains and fair value adjustment credit of £4,308,224, the result
would have been a loss before tax of £1,472,376.

Operating Business and Growth Strategy

The Group's operating business has continued to perform in line with our
expectations during the year. Our underlying operations are stable, and
we remain confident in the long-term potential of the operating business.

In line with the Company's 10-Year Plan, acquisitions are a core pillar of our
strategy to continue growing and strengthening the operating business. The
Company is focused on selectively acquiring profitable, cash-generative
businesses with recurring revenue that enhance our core capabilities and
support a return to sustainable profitability.

During the year, several opportunities were reviewed, and the Board continues
to see an attractive pipeline of potential acquisitions that meet our
criteria. The Company remains disciplined in its capital allocation, targeting
transactions with clear strategic fit and attractive economics that support
operating growth, enhance financial resilience across market cycles, and
reinforce the Company's long-term objective of increasing Bitcoin per share.

Bitcoin Treasury Strategy

Alongside our operating business, the Group's Bitcoin balance sheet continued
to strengthen during the year as we executed on our treasury strategy with a
focus on long-term Bitcoin per share growth. Insofar as the Board is aware,
the Company remains the largest UK-listed public holder of Bitcoin and
continues to manage its balance sheet in a disciplined manner to support
sustainable value creation for shareholders.

At the year end, the Company held 2,660 Bitcoin, with a market value of
approximately £220m. This position provides the Group with a robust and
differentiated balance sheet, which we believe strengthens our long-term
financial resilience.

While we acknowledge that Bitcoin is a volatile asset, the Board remains
confident in its long-term strategic role within the Group's balance sheet
framework. The Board believes Bitcoin offers a uniquely scarce, secure and
globally liquid store of value, supporting its position as a core long-term
asset. The Company remains committed to its Bitcoin strategy and will continue
to assess opportunities to grow its holdings over time, applying a disciplined
approach to capital raising and allocation.

Post Period Highlights: London Stock Exchange Listing

In February 2026, the Company successfully transferred its listing from Aquis
to the Main Market of the London Stock Exchange, reflecting the growth in
scale achieved and the Company's long-term growth ambitions. The Board
believes this represents an important milestone, enhancing the Company's
profile, improving liquidity, and providing access to a broader institutional
investor base to support the next phase of growth.

Outlook

Looking ahead, the Company remains focused on executing its strategy,
strengthening the operating business, progressing its acquisition pipeline,
and managing its Bitcoin treasury in a disciplined manner. The Board enters
Financial Year 2026 with confidence, supported by a strengthened balance
sheet, an expanding operating platform and a clear strategic roadmap for
long-term value creation.

Notice of AGM

The Company announces that it will shortly be posting the Notice of Annual
General Meeting of the Company along with its annual report for the year ended
31 October 2025 to shareholders and a Form of Proxy.  The Company's Annual
General Meeting will be held at Aerospace, Bristol, Hayes Way, Patchway,
Bristol, BS34 5BZ on 19 March 2026 at 11.00 a.m.

The Company hopes that shareholders can attend the Annual General Meeting and
asks that shareholders review the proposed resolutions and vote either in
advance using a Form of Proxy or for shareholdings held through a nominee via
their nominee, or at the Annual General Meeting, bringing the correct
documentation.

A copy of the notice of Annual General Meeting will shortly be available on
the Company's website at: https://www.smarterwebcompany.co.uk
(https://www.smarterwebcompany.co.uk)

Availability of Annual Report and New Investor Presentation

The Company's full Annual Report for the period to 31 October 2025 and an
updated investor presentation will shortly be available on its website at:
https://www.smarterwebcompany.co.uk (https://www.smarterwebcompany.co.uk)

 

Andrew Webley, CEO of The Smarter Web Company, commented:

"We are pleased with our full year results, which reflect the company we are
building and the clear direction of travel. Our new investor presentation
outlines both how far we have come and, importantly, where we are going, and I
am looking forward to meeting shareholders at the forthcoming AGM.

The Company has never been in a stronger position, and I am very excited about
the opportunities ahead. I would like to thank our shareholders, team and
advisers for their continued support as we execute on our strategy and work to
deliver long-term value."

 

Enquiries:

 The Smarter Web Company              +44 (0) 117 313 0459

 CEO

 Andrew Webley

 Tennyson Securities                  +44 (0) 207 186 9030

 Lead Broker

 Peter Krens

 Strand Hanson Limited                +44 (0) 207 409 3494

 Financial Adviser

 James Bellman / Abigail Wennington

 

About The Smarter Web Company:

The Smarter Web Company offers web design, web development and online
marketing services. Clients pay an initial fee, an annual hosting charge and
an optional monthly marketing charge. Growth opportunities exist for The
Smarter Web Company around these existing services.

In addition to organic growth, the Company will progress an acquisition
strategy targeting other businesses with a view to growing its number of
clients and / or recurring revenue. The Smarter Web Company will only make
acquisitions where the Directors believe the timing and opportunity is
appropriate.

Since 2022, The Smarter Web Company has adopted a policy of accepting payment
in Bitcoin. The Company believes that Bitcoin forms a core part of the future
of the global financial system and as the Company explores opportunities
through organic growth and corporate acquisitions is pioneering the adoption
of a Bitcoin Treasury Policy into its strategy.

Please also see "The 10 Year Plan" announced by the Company via regulatory
news at 07:00 on 28 April 2025 and available on the Company website.

Visit our website: https://www.smarterwebcompany.co.uk
(https://www.smarterwebcompany.co.uk)

Follow us on X: https://x.com/smarterwebuk (https://x.com/smarterwebuk)

The Directors of the Company accept responsibility for the contents of this
announcement.

 

Important Notice:

The Smarter Web Company Plc holds treasury reserves and surplus cash in
Bitcoin. Bitcoin is a type of cryptocurrency or cryptoasset. Whilst the Board
of Directors of the Company considers holding Bitcoin to be in the best
interests of the Company, the Board remains aware that the financial regulator
in the UK (the Financial Conduct Authority or FCA) considers investment in
Bitcoin to be high risk. An investment in the Company is not an investment in
Bitcoin, either directly or by proxy. However, the Board of Directors of the
Company consider Bitcoin to be an appropriate store of value and growth for
the Company's reserves and, accordingly, the Company is materially exposed to
Bitcoin. Such an approach is innovative, and the Board of Directors of the
Company wish to be clear and transparent with prospective and actual investors
in the Company on the Company's position in this regard.

The Company is neither authorised nor regulated in the conduct of its business
by the FCA. And there is currently limited regulation of cryptocurrencies
(such as Bitcoin) in the UK. As with most other investments, the value of
Bitcoin can go down as well as up, and therefore the value of the Company's
Bitcoin holdings can fluctuate. The Company may not be able to realise its
Bitcoin exposure for the same as it paid in the first place or even for the
value the Company ascribes to its Bitcoin positions due to these market
movements. An investment in the Company is not protected by the UK's Financial
Ombudsman Service or the Financial Services Compensation Scheme.

Nevertheless, the Board of Directors of the Company has taken the decision to
invest in Bitcoin, and in doing so is mindful of the special risks Bitcoin
presents to the Company's financial position. These risks include (but are not
limited to): (i) the value of Bitcoin can be highly volatile, with value
dropping as quickly as it can rise. Investors in Bitcoin must be prepared to
lose all money invested in Bitcoin; (ii) the Bitcoin market is largely
unregulated. There is a risk of losing money due to risks such as
cyber-attacks, financial crime and counterparty failure; (iii) the Company may
not be able to buy or sell its Bitcoin at will. The ability to buy or sell
Bitcoin depends on various factors, including the supply and demand in the
market at the relevant time. Operational failings such as technology outages,
cyber-attacks and comingling of funds could cause unwanted delay; and (iv)
cryptoassets are characterised in some quarters by high degrees of fraud,
money laundering and financial crime. In addition, there is a perception in
some quarters that cyber-attacks are prominent which can lead to theft of
holdings or ransom demands. The Board of Directors of the Company does not
subscribe to such a negative view, especially in relation to Bitcoin. However,
prospective investors in the Company are encouraged to do your own research
before investing.

 

 

Key Statements and Financial Results

A remarkable amount has been achieved over the past year and we are excited
about the opportunities we see ahead for the business as we focus on building
an efficient operating model that is built to scale and support the Company's
strategic 10-year plan to deliver shareholder value.

Our Bitcoin Treasury strategy is enabling us to build a strong balance sheet
founded upon Bitcoin with minimal gearing and without exposure to fiat debt.
This creates a sustainable and robust foundation allowing the Company to
capitalise on opportunities as they present themselves.  Our commitment to
retaining sufficient working capital to fund operating costs provides us
stability to weather the volatility in the financial markets.

Our focus is on establishing an efficient operating model that can scale and
support the business as it delivers on its strategy and growth ambitions.  We
have achieved this through being laser focused on costs and applying stringent
return on investment criteria in our capital allocation decision making.
During the year, the business transitioned from a private founder-run business
to a Main Market listed entity, with the associated costs of the listing
process as well as investment in building out enduring governance frameworks
with the addition of key hires including expansion of our Board.

Costs associated with the listing process are one-off due to the nature of the
project and totalled £1.35 million of which £660k was recognised in 2025 and
the balance will be reflected in the following financial year.

 

Consolidated Statement of Total Comprehensive Income

FOR THE YEAR ENDED 31 OCTOBER 2025

 

                                                                                                31 October         31 October

                                                                                                2025               2024
                                                                                     Notes      £                  £
 Continuing operations

 Revenue                                                                             4           70,029            -
 Cost of sales                                                                                   (9,236)           -
 Gross profit                                                                                    60,793            -

 Administrative expenses                                                                         (1,838,685)       (504,701)
 Operating loss                                                                      5           (1,777,892)       (504,701)
 Other income                                                                        8           660,260           -
 Other gains and losses                                                              9          4,308,224          -
 Finance costs                                                                       10          (354,744)         -
 Profit / (loss) before taxation                                                                 2,835,848         (504,701)
 Tax expense                                                                         11          (1,211,307)       -
 Total comprehensive income / (loss) for the year attributable to owners of the                  1,624,541         (504,701)
 parent

 Earnings per share from continuing operations attributable to owners of the
 parent:
 Basic earnings/(loss) per share (pence)                                             12         1.24               (7.16)
 Diluted loss per share (pence)                                                      12         (1.52)             (7.16)

 

 

Consolidated Statement of Financial Position

AS AT 31 OCTOBER 2025

 

                                               31 October       31 October

                                               2025             2024
                                    Notes      £                £
 Assets
 Non-current assets
 Financial assets                   13          1,649           -
 Cryptocurrency                     14         220,003,460      -
 Intangible assets                  15          1,031,501       -
 Property, plant and equipment      16          16,206          -
 Right of use assets                17          18,199          -
 Total non-current assets                      221,071,015      -

 Current assets
 Trade and other receivables        18         466,259          2,200
 Cash and cash equivalents          19         1,503,118        109,252
 Total current assets                          1,969,377        111,452
 Total assets                                  223,040,392      111,452

 Liabilities
 Current liabilities
 Trade and other payables           23          375,087         27,440
 Borrowings                         24         10,957,578       1,005,396
 Lease liabilities                  22         30,112           -
 Total current liabilities                     11,362,777       1,032,836

 Non-current liabilities
 Lease liabilities                  22          7,523           -
 Deferred tax liabilities           25         1,290,740        -
 Total non-current liabilities                 1,298,263        -
 Total liabilities                             12,661,040       1,032,836
 Net assets / (liabilities)                    210,379,352      (921,384)

 Equity
 Share capital                      20          645,687         352,500
 Share premium                      20         208,760,100      1,515,032
 Merger relief reserve                          618,689         -
 Warrant reserve                    21          1,180,063       -
 Accumulated losses                             (825,187)       (2,788,916)
 Total equity                                  210,379,352      (921,384)

 

 

Consolidated Statement of Changes in Equity

FOR THE YEAR ENDED 31 OCTOBER 2025

 

                                                        Share     Share        Merger relief reserve  Warrant    Accumulated losses  Total

                                                        capital   premium                             reserve                        equity
                                                        £         £            £                      £          £                   £
 As at 31 October 2023                                  352,500   1,515,032    -                      -          (2,284,215)         (416,683)

 Total comprehensive loss for the year                  -         -            -                      -          (504,701)           (504,701)
 At 31 October 2024                                     352,500   1,515,032    -                      -          (2,788,916)         (921,384)

 Total comprehensive income for the year                -         -            -                      -           1,624,541           1,624,541

 Transactions with owners in their capacity as owners:
 Shares issued                                          199,570   212,390,172  -                      -          -                   212,589,742
 Issue costs                                            -         (6,403,923)  -                      833,306    -                   (5,570,617)
 Share-based payments - advisor warrants                -         (30,095)     -                      30,095     -                   -
 Acquisition of subsidiary                              25,779    -            618,689                316,662    -                   961,130
 Conversion of convertible loan note                    67,838    1,288,914    -                      -          339,188             1,695,940
 Total transactions with owners                         293,187   207,245,068  618,689                1,180,063  339,188              209,676,195

 As at 31 October 2025                                  645,687   208,760,100  618,689                1,180,063  (825,187)            210,379,352

Consolidated Statement of Cash Flow

FOR THE YEAR ENDED 31 OCTOBER 2025

 

                                                                          31 October         31 October

                                                                          2025               2024
                                                               Notes      £                  £
 Cash flows from operating activities
 Profit/(loss) before taxation                                            2,835,848          (504,701)
 Adjustments for:
 Depreciation of property, plant and equipment                 16         6,051                                   -
 Amortisation of right of use assets                           17         7,798              -
 Amortisation of intangible assets                             15         10,186             -
 Loan write off                                                8          (660,260)          -
 Other gains and losses                                        9          (4,308,224)    -   -
 Finance costs                                                 10         339,188            -
 Expenses settled in shares                                    20         20,000             -
 Operating cash flows before movements in working capital                 (1,749,413)        (504,701)

 (Increase)/decrease in trade and other receivables                       (191,374)          12,741
 Increase/(decrease) in trade and other payables                          313,233            (72,699)
 Net cash used in operating activities                                    (1,627,554)        (564,659)

 Cash flows from investing activities
 Purchase of cryptocurrency                                    14         (219,946,439)      -
 Acquisition of subsidiary, net of cash acquired               28         (77,701)           -
 Loan advanced to subsidiary prior to acquisition              28         (559,600)          -
 Purchase of property, plant and equipment                     16         (10,899)           -
 Proceeds from disposal of financial assets                    13         89,630             -
 Net cash used in investing activities                                    (220,505,009)      -

 Cash flows from financing activities
 Proceeds from issue of share capital                          20         212,317,803        -
 Issue costs                                                   20         (5,602,117)        -
 Proceeds from borrowings                                      24         16,989,203         664,856
 Repayment of borrowings                                       24         (173,853)          -
 Lease principal paid                                          22         (4,607)            -
 Net cash generated from financing activities                             223,526,429        664,856

 Net increase in cash and cash equivalents                                1,393,866          100,197

 Cash and cash equivalents at beginning of year                19         109,252            9,055
 Cash and cash equivalents at end of year                                 1,503,118          109,252

Significant non-cash transactions during the year relate to the Group's
borrowings detailed in note 24; the acquisition of subsidiary detailed in note
28; and the settlement of share issue costs detailed in note 20.

 

 

1.    General Information

The Smarter Web Company Plc (the "Company"), formerly Uranium Energy
Exploration Plc, is a public limited company incorporated and domiciled in
England and Wales. The Company's registered address is 160 Aztec West,
Almondsbury, Bristol, United Kingdom, BS32 4TU.

On 25 April 2025, the Company acquired the entire issued share capital of The
Smarter Web Company Operations Limited ("SWC Ltd") and listed on the Aquis
Stock Exchange. Details of the acquisition are included in note 28. After the
year end, the Company's shares were admitted to trading on the London Stock
Exchange.

2.    Material Accounting Policies

(a)  Basis of preparation of financial
statements

The consolidated financial statements have been prepared in accordance with
UK-adopted International Accounting Standards ("IAS") and the requirements of
the Companies Act 2006. The consolidated financial statements have been
prepared under the historical cost convention, except for revaluation of
assets and liabilities recognised at fair value.

The consolidated financial statements include the results of the Company and
its subsidiaries (together the "Group) and are presented in Pound Sterling,
which is the presentational currency.

The preparation of consolidated financial statements in conformity with IAS
requires the use of certain critical accounting estimates. It also requires
Directors to exercise its judgement in the process of applying the Group's
accounting policies. The areas involving a higher degree of judgement or
complexity, or areas where assumptions and estimates are significant to the
consolidated financial statements are disclosed in note 3.

Going concern

As at 31 October 2025 the Group had a cash balance of £1,503,118 (31 October
2024: £109,252), and net assets of £210,379,352 (31 October 2024: net
liabilities £921,384).

The Directors have considered the applicability of the going concern basis in
the preparation of these consolidated financial statements. This included the
review of internal budgets and financial results which show, taking into
account reasonably probable changes in financial performance that the Group
should be able to operate within the level of its current funding
arrangements.

The Directors have a reasonable expectation that the Group will have ample
resources to continue in operation for the foreseeable future, underpinned by
the successful completion of several fundraises during the year, which have
further strengthened the Group's liquidity position. For this reason, the
Directors have adopted the going concern basis in the preparation of these
consolidated financial statements.

 

(b)  New and amended standards and interpretations

The following amendments to IAS became effective for the annual reporting
period beginning on 1 November 2024 and did not have a material impact on the
consolidated financial statements:

·    Amendments to IAS 1 - 'Classification of Liabilities as Current or
Non-current';

·    Amendments to IAS 7 and IFRS 7 - 'Supplier Finance Arrangements';

·    Amendments to IAS 1 - 'Non-current Liabilities with Covenants'; and

·    Amendments to IFRS 16 - 'Lease Liability in a Sale and Leaseback'.

 

At the date of approval of these financial statements, the following standards
and interpretations which have not been applied in these financial statements
were in issue but not yet effective:

 Standard                                                                        Effective for accounting periods beginning on or after
 Amendments to IAS 21 - 'Lack of Exchangeability'                                1 January 2025
 Amendments to IFRS 7 and IFRS 9 - 'Classification and Measurement of Financial  1 January 2026
 Instruments and Contracts referencing nature-dependant electricity'
 Annual improvements to IFRS accounting standards (volume 11)                    1 January 2026
 IFRS 18 - 'Presentation and Disclosures in Financial Statements'                1 January 2027
 IFRS 19 - Subsidiaries without Public Accountability: Disclosures               1 January 2025

                                                                                 (Not yet endorsed in the UK)

 

The Directors do not expect that the adoption of these standards will have a
material impact on the consolidated financial statements in future periods.

(c)   Basis of consolidation

Subsidiaries are entities controlled by the Company. Control exists when the
Company is exposed to, or has rights to, variable returns from its involvement
with the entity and has the ability to affect those returns through its power
over the entity.

The consolidated financial statements incorporate the results of business
combinations using the acquisition method. In the consolidated statement of
financial position, the acquiree's identifiable assets and liabilities are
initially recognised at their fair values at the acquisition date. The results
of acquired operations are included in the consolidated statement of
comprehensive income from the date on which control is obtained. They are
deconsolidated from the date on which control ceases.

Intragroup balances, and any gains and losses or income and expenses arising
from intragroup transactions, are eliminated in preparing the consolidated
financial statements.

 

(d) Cryptocurrency

The Group's holding in Bitcoin is accounted for as an intangible asset with an
indefinite useful economic life. Bitcoin is traded in an active market and the
Directors have adopted the revaluation measurement model.

Bitcoin purchases are initially recognised at cost and are subsequently
re-valued to fair value based on the market price provided by the Group's
cryptocurrency brokers. Increases in the carrying amounts arising on
revaluation are recognised, net of tax, in other comprehensive income and
accumulated in the revaluation reserve in equity. To the extent that the
increase reverses a decrease previously recognised in profit or loss, the
increase is first recognised in profit or loss. Decreases that reverse
previous increases of the same asset are first recognised in other
comprehensive income to the extent of the remaining surplus attributable to
the asset. All other decreases are charged to profit or loss.

On disposal, any associated revaluation surplus is transferred directly to
retained earnings and is not recycled through profit or loss.

Cryptocurrency is held for long term appreciation in line with the Group's
treasury policy and therefore is classified as a non-current asset in the
consolidated statement of financial position.

(e) Other intangible assets

Goodwill

Goodwill represents the excess of the cost of a business combination over the
Group's interest in the fair value of identifiable assets, liabilities and
contingent liabilities acquired. Goodwill is not amortised and is stated at
cost less any accumulated impairment losses.

The recoverable amount of goodwill is tested for impairment annually or when
events or changes in circumstance indicate that it might be impaired.
Impairment charges are deducted from the carrying value and recognised
immediately in the consolidated statement of comprehensive income. For the
purpose of impairment testing, goodwill is allocated to each of the Group's
cash-generating units expected to benefit from synergies of the combination.
If the recoverable amount of the cash generating unit is less than the
carrying amount of the unit, the impairment loss is allocated first to reduce
the carrying amount of any goodwill allocated to the unit and then to the
other assets of the unit pro-rata based on the carrying amount of each asset
in the unit. An impairment loss recognised for goodwill is not reversed in a
subsequent period.

Acquisition related intangible assets

Net assets acquired as part of a business combination includes an assessment
of the fair value of separately identifiable acquisition-related intangible
assets, in addition to other assets, liabilities and contingent liabilities
purchased. These are amortised on a straight-line basis over their useful
lives which are individually assessed.

The intangible assets acquired by the Group in a business combination, and
their useful economic lives and the methods used to determine the cost of each
intangible are as follows:

 

 

 

Amortisation period of intangible assets

 Intangible asset        Amortisation period
 Brand                   15 years
 Customer relationships  15 years
 Software                15 years

 

(f) Property, plant and equipment

 

Property, plant and equipment are stated at cost less accumulated
depreciation. Depreciation is recognised so as to write off the cost of assets
less their residual values over their useful lives on the following basis:

 

 Furniture and fittings  10% straight-line basis

 

(g) Right-of-use asset

 

The Group recognises right-of-use assets under lease agreements in which it is
the lessee. The underlying asset comprises a motor vehicle and is used in the
normal course of business. The right-of-use asset is initially measured at the
present value of lease payments made at or before the commencement date as
well as any initial direct costs and an estimate of costs to be incurred in
dismantling the asset. Lease incentives are deducted from the cost of the
right-of-use asset.

The right-of-use asset is depreciated over the lease-term and if necessary
impaired in accordance with applicable standards.

(h) Lease liabilities

 

The lease liability is initially measured at the present value of the lease
payments that are not paid at that date, discounted using the rate implicit in
the lease. The lease liability is subsequently measure by increasing the
carrying amount to reflect interest on the lease liability (application of the
effective interest method) and by reducing the carrying amount to reflect the
lease payments made. No lease modification or reassessment changes have been
made during the reporting period from changes in any lease terms or rent
charges.

(i) Equity

Share capital

Share capital represents the nominal value of ordinary equity shares.

Share premium

Share premium represents the excess over nominal value of the fair value of
consideration received for equity shares.  Incremental costs directly
attributable to the issue of new equity shares are deducted from the share
premium account.

Merger relief reserve

Merger relief reserve represents the excess over nominal value of the fair
value of consideration received for equity shares issued by the Company as
part of an acquisition of subsidiary, where merger relief under section 612 of
the Companies Act 2006 applies.

Warrant reserve

Warrant reserve represents the fair value of outstanding warrants as at the
date of issue by the Company.

Accumulated losses

Retained earnings and accumulated losses consist of cumulative net gains and
losses recognised in the consolidated statement of comprehensive income plus
transactions recognised directly in equity.

(j) Financial assets

Classification

The Group classifies its financial assets into two categories, being financial
assets held at amortised cost and financial assets held at fair value through
profit or loss.

Amortised cost

Financial assets held at amortised cost comprise trade and other receivables
and cash and cash equivalents.

These assets are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. They arise principally
through the provision of goods and services to customers (e.g., trade
receivables) but also incorporate other types of financial assets where the
objective is to hold their assets in order to collect contractual cash flows
and the contractual cash flows are solely payments of the principal and
interest. They are initially recognised at fair value plus transaction costs
that are directly attributable to their acquisition or issue and are
subsequently carried at amortised cost using the effective interest rate
method, less provision for impairment.

Impairment provisions for trade and other receivables are recognised based on
the simplified approach within IFRS 9 using the lifetime expected credit
losses ("ECL") method. During this process the probability of the non-payment
of the receivables is assessed. This probability is then multiplied by the
amount of the expected loss arising from default to determine the lifetime ECL
for the receivables. For trade and other receivables, which are reported net,
such provisions are recorded in a separate provision account with the loss
being recognised within administrative expenses in the consolidated statement
of comprehensive income. On confirmation that the trade or other receivable
will not be collectable, the gross carrying value of the asset is written off
against the associated provision.

Fair value through profit or loss

Financial assets held at fair value through profit or loss comprise equity
investments. These are carried in the statement of financial position at fair
value. Subsequent to initial recognition, changes in fair value are recognised
in profit or loss.

(k) Cash and cash equivalents

Cash and cash equivalents comprise of balances held in current bank accounts
and payment processors that are readily available for use in the Group's
operations.

 

 

(l) Financial liabilities

The Group's financial liabilities are classified as either carried at fair
value through profit or loss ("FVTPL") or at amortised cost. Financial
liabilities are classified as current liabilities unless, at the end of the
reporting period the Group has a right to defer settlement of the liability
for at least 12 months after the reporting period.

Financial liabilities carried at FVTPL and Day 1 losses

The Group's financial liabilities carried at FVTPL consist of Smarter Convert
CLN, detailed in note 24(d), which has been designated by the Directors as
carried at FVTPL. The Directors can designate a financial liability as carried
at FVTPL when it forms part of a contract containing one or more non-closely
related embedded derivatives, and IFRS 9 Financial Instrument ("IFRS 9")
permits the entire combined contract to be designated as such.

Financial liabilities carried at FVTPL are initially recognised at fair value
with the associated transaction costs recognised in profit or loss. If the
fair value at initial recognition is determined using a Level 3 valuation
technique and is higher than the transaction price (being the gross proceeds
received), then the resulting difference represents a loss ("Day 1 loss") and
is released into the profit or loss over the term of the instrument on a
straight-line basis within other gains and losses.

Changes in the fair value of the financial liabilities that are designated as
carried at FVTPL are recognised in profit or loss within other gains and
losses, except for the amount of change in the fair value of the financial
liability that is attributable to changes in the credit risk of that liability
which is recognised in other comprehensive income.

Financial liabilities carried at FVTPL are presented net of Day 1 losses on
the face of the consolidated statement of financial position.

Financial liabilities carried at amortised cost

The Group's financial liabilities carried at amortised cost comprise of trade
and other payables and borrowings not designated as carried at FVTPL and are
recognised initially at fair value based on amounts exchanged, net of
transaction costs and are subsequently measured at amortised cost using the
effective interest method.

(m) Equity instruments

An equity instrument is any contract that evidences a residual interest in the
assets of an entity after deducting all its liabilities. Equity instruments
issued by the Group are recognised at the proceeds received, net of direct
issue costs.

(n) Compound instruments

The component parts of convertible loan notes issued by the Group are
classified separately as financial liabilities and equity in accordance with
the substance of the contractual arrangements and the definitions of a
financial liability and an equity instrument. A conversion option that will be
settled by the exchange of a fixed amount of cash or another financial asset
for a fixed number of equity instruments issued by the Group is an equity
instrument.

(o) Revenue

Revenue is measured at the fair value of the consideration received or
receivable and represents amounts receivable for services provided in the
normal course of business, net of discounts and VAT.

The Group's revenue arises from the provision of website development services.
Revenue is recognised by reference to the stage of completion of the contract.
The stage of completion of a contract is measured by comparing the costs
incurred for work performed to date to the total estimated contract costs.
Revenue is only recognised to the extent of recoverable expenses when the
outcome of a contract cannot be estimated reliably.

(p) Employee benefits: pension obligations

The Group operates a defined contribution plan for its employees. A defined
contribution plan is a pension plan under which the Group pays fixed
contributions into a separate entity. Once the contributions have been paid
the Group has no further payment obligations. The contributions are recognised
as an expense in profit or loss when they fall due. If contribution payments
exceed the contribution due for service, the excess is recognised as a
prepayment.

(q) Other income and gains

Other income and gains comprise of net gains and losses on instruments held at
fair value through profit or loss and loans written off during the year.

(r) Finance costs

Finance costs comprise of interest payable on leases and other financial
liabilities which are expensed in the period in which they are incurred.

(s) Taxation

Corporation tax for the period presented comprises current and deferred tax.
Current and deferred tax are recognised in profit or loss, except when they
relate to items that are recognised in other comprehensive income, in which
case they are recognised in other comprehensive income.

Current tax

 

The tax currently payable is based on taxable profit for the year. Taxable
profit differs from net profit as reported in profit or loss because it
excludes items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The
Group's liability for current tax is calculated using tax rates that have been
enacted or substantively enacted by the end of the reporting period.

Deferred tax

 

Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in consolidated
financial statements and the corresponding tax bases used in the computation
of taxable profit and is accounted for using the liability method. Deferred
tax liabilities are generally recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary
differences can be utilised. Such assets and liabilities are not recognised if
the temporary difference arises from the initial recognition (other than in a
business combination or for transactions that give rise to equal taxable and
deductible temporary differences) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit.
In addition, a deferred tax liability is not recognised if the temporary
difference arises from the initial recognition of goodwill.

The carrying amount of deferred tax assets is reviewed at each reporting date
and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered. Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled, or the asset is realised
based on tax laws and rates that have been enacted or substantively enacted at
the reporting date.

Deferred tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax
liabilities, when they relate to income taxes levied by the same taxation
authority and the Directors intend to settle the Group's current tax assets
and liabilities on a net basis.

(t) Share-based payments

Equity-settled share-based payment transactions with parties other than
employees are measured at the fair value of the goods or services received,
except where that fair value cannot be estimated reliably, in which case they
are measured at the fair value of the equity instruments granted, measured at
the date the entity obtains the goods, or the counterparty renders the
service. The share-based payment expense is either recognised in profit or
loss or recognised as deduction in share premium. A corresponding increase in
the warrant reserve is also recognised.

(u) Operating segments

Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker ("CODM"). The CODM,
who is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the Board of Directors that makes
strategic decisions. The Group consists of one operating segment, being the
provision of website development services and therefore no segmental reporting
is presented.

 

3.    Critical accounting judgements and key sources of estimation
uncertainty

In the application of the accounting policies, which are described in note 2,
the Directors are required to make judgements, estimates and assumptions which
affect reported income, expenses, assets, liabilities and disclosure of
contingent assets and liabilities. The estimates and associated assumptions
are based on historical experience, expectations of future events and other
factors that are believed to be reasonable under the circumstances. Actual
results in the future could differ from such estimates. The estimates and
underlying assumptions are reviewed on an on-going basis. Revisions to
accounting estimates are recognised in the period in which the revision is
made.

(a)  Critical judgements in applying the Group's accounting policies

Accounting for warrants attached to convertible loan notes

Warrants that were issued in conjunction with the conversion of convertible
loan notes (see note 21) have been accounted for from the date of conversion
when the terms of instruments were determined, as opposed to the date of
inception of the loans. On conversion and issue of the warrants, the warrants
met the definition of equity instruments under IAS 32, and accordingly, were
recognised in the warrant reserve at fair value with a corresponding reduction
in share premium.

(b)  Key sources of estimated uncertainty

Identifiable assets and liabilities assumed on acquisition of subsidiary

The fair value of intangible assets acquired through business combinations
involves the use of valuation techniques and the estimation of future cash
flows to be generated over several years. Further details of the business
combination are included in note 28.

 

Valuation of Smarter Convert CLN

 

Smarter Convert CLN is a financial liability carried at FVTPL. Its valuation
requires the use of the Monte Carlo method to estimate the Company's future
share price as well as the Directors' estimate of future price of Bitcoin.
Details of instrument and the valuation technique used are included in notes
24(d) and 26(b) respectively.

 

4.    Revenue

                                                          31 October 2025    31 October 2025

                                                          £                  £
 Revenue from website design services                     70,029             -
                                                          70,029             -

 

No single customer accounted for more than 10% of total revenue (31 October
2024: none).

 

5.    Operating loss

                                                31 October 2025    31 October 2024

                                                £                  £
 Operating loss is presented after charging:
 Depreciation of property, plant and equipment  6,051              -
 Amortisation of right-of-use assets            7,798              -
 Amortisation of intangible assets              10,186             -
 Employee benefits expense (note 7)             837,120            76,000
 Auditor remuneration (note 6)                  220,000            9,175
 Professional and legal fees                    300,014            330,790
 Listing fees                                   331,400            -

 

6.    Auditor Remuneration

During the year, the Group obtained the following services from the Company's
auditors, PKF Littlejohn LLP (2024: Adler Shine LLP):

                                                                                31 October 2025    31 October 2024

                                                                                £                  £
 Fees payable for the audit of the Group and Company financial statements       68,500             8,250
 Fees payable to the Company's auditor for other permitted non-audit services:
    - corporate finance services: reporting accountant                          151,500            -
    - tax compliance services                                                   -                  1,285
 Total auditor remuneration                                                     220,000            9,535

 

7.    Employee benefit expense

                                                          31 October 2025    31 October 2024

                                                          £                  £
 Wages and salaries                                       738,518            76,000
 Social security costs                                    96,512             -
 Pension costs                                            2,090              -
                                                          837,120            76,000

The average number of employees during the period was:

            31 October 2025    31 October 2024

            No.                No.
 Directors  5                  2
 Staff      6                  -
            11                 2

 

Directors' remuneration is disclosed within the Directors' Remuneration
Report.

 

8.    Other income

                                    31 October 2025    31 October 2024

                                    £                  £
 Cancellation of loan (note 24(b))  660,260            -
                                    660,260            -

Other gains of £660,260 consists of the loan from Power Metal Resources Plc
which was agreed to be written off as detailed further in note 24(b).

9.    Other gains and losses

                                                                  31 October 2025                                                  31 October 2024

                                                                  £                                                                £
 Gain on change in fair value of Smarter Convert CLN (note 24(d))                                    6,434,435                                                     -
 Release of Day 1 losses on Smarter Convert CLN (note 24(d))      (1,588,280)                                                      -
 Gain on change in fair value of listed securities (note 13)                     5,794                                             -
 Loss on change in fair value of cryptocurrency assets (note 14)  (543,725)                                                        -
                                                                  4,308,224                                                        -

 

10.  Finance costs

                                               31 October 2025    31 October 2024

                                               £                  £
 Uplift on convertible loan note (note 24(a))  339,188            -
 Exchange rate gains and losses                15,556             -
                                               354,744            -

 

11.  Tax expense

                            31 October 2025    31 October 2024

                            £                  £
 Current tax charge         -                  -
 Movements in deferred tax  1,211,307          -
 Total tax charge           1,211,307          -

 

Total tax charge for the year can be reconciled to the profit/(loss) for the
year as follows:

                                                                                 31 October 2025    31 October 2024

                                                                                 £                  £
 Profit/(loss) before taxation                                                    2,835,848         (504,701)

 Profit/(loss) before tax multiplied by the UK standard rate of corporation tax   708,962           (95,893)
 of 25% (31 October 2024: small companies' rate of 19%)
 Effects of:
 Expenses not deductible for tax purposes                                         157,854           34,742
 Effect of tax losses not recognised as deferred tax assets                       344,491           61,151
 Total tax charge for the year                                                   1,211,307          -

12.  Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit/(loss)
attributable to equity holders of the Company by the weighted average number
of ordinary shares in issue during the year.

                                                              31 October 2025    31 October 2024

                                                              £                  £
 Profit/(loss) attributable to equity holders of the Company  1,624,541          (504,701)
 Weighted average number of ordinary shares in issue          130,792,601        7,500,000
 Basic earnings / (loss) per share (pence)                    1.24               (7.16)

 

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of
basic earnings per share as follows:

-     the profit figure is adjusted to account for the after-tax effect of
interest and other financing costs associated with dilutive potential ordinary
shares; and

-     the weighted average number of additional ordinary shares that would
have been outstanding, assuming the conversion of all dilutive potential
ordinary shares.

 

                                                      31 October 2025    31 October 2024

                                                      £                  £
 Loss attributable to equity holders of the Company   2,010,075          504,701
 Weighted average number of ordinary shares in issue  132,632,365        7,500,000
 Diluted loss per share (pence)                       1.52               7.16

 

Reconciliation of earnings used in calculating diluted loss per share is
detailed below:

                                                                                31 October 2025    31 October 2024

                                                                                £                  £
 Profit/(loss) attributable to equity holders of the Company used in            1,624,541          (504,701)
 calculating basic earnings per share
 Adjustments assuming conversion of Smarter Convert CLN (note 24b) - add back:
      Gain on fair value of Smarter Convert CLN                                 (6,434,435)        -
      Release of Day 1 loss                                                     1,588,280          -
      Tax impact of adjustments above                                           1,211,539          -
 Loss attributable to the ordinary equity holders of the Company used in        (2,010,075)        (504,701)
 calculating diluted earnings per share

 

Reconciliation of the weighted average number of ordinary shares in issue used
in calculating diluted loss per share is detailed below:

                                                                                31 October 2025    31 October 2024

                                                                                £                  £
 Weighted average number of ordinary shares used in calculating basic earnings  130,792,601        7,500,000
 per share
 Impact of conversion of Smarter Convert CLN                                    1,839,764          -
 Weighted average number of ordinary shares used in calculating diluted         132,632,365        7,500,000
 earnings per share

 

Other instruments that give rise to dilutive potential ordinary shares are the
warrants issued by the Company and detailed in note 21.

Deferred shares do not carry dividend rights and thus no separate earnings per
share calculations have been presented.

13.  Financial assets

 Fair value                              31 October 2025    31 October 2024

                                         £                  £
 Listed securities
 Opening balance                         -                  -
 Additions on acquisition of subsidiary  85,485             -
 Fair value gain                         5,794              -
 Disposal                                (89,630)           -
 Closing balance                         1,649              -

 

Power Metal Resources Plc

The Company's subsidiary held shares in Power Metal Resources Plc to the value
of £83,835 at date of acquisition. On the 14 July 2025, these were disposed
of by the subsidiary for a £5,794 profit.

Great Western Mining Corporation Plc

The Company's subsidiary held shares in Great Western Mining Corporation Plc
to the value of £1,650 at date of acquisition. At the year end the value of
the shares was £1,649. The difference of £1 has been recognised in profit or
loss.

14.  Cryptocurrency

                                                Bitcoin

                                                £
 Fair value
 As at 1 November 2024                          -
 Additions - on acquisition of subsidiary       600,746
 Additions                                      219,946,439
 Fair value loss, recognised in profit or loss  (543,725)
 As at 31 October 2025                          220,003,460

 

The fair value of Bitcoin as at 31 October 2025 was calculated by reference to
the unadjusted market price as at 23:59 UK time on 31 October 2025, provided
by the Group's bitcoin broker, which is a Level 1 input under the fair value
hierarchy of IFRS 13 (see note 26(b)). Had Bitcoin been measured on a
historical cost basis, its carrying value would have been £220,547,184 as at
31 October 2025 (31 October 2024: £nil).

 

15.  Intangible assets

                            Goodwill       Intangible asset - software      Intangible asset - customer relationships      Intangible asset -      Total

                                                                                                                           brand
                            £              £                                £                                              £                       £
 Cost
 As at 01 November 2024     -              -                                -                                              -                       -
 Acquisition of subsidiary   746,315       15,079                           267,424                                        12,869                   1,041,687
 As at 31 October 2025       746,315       15,079                           267,424                                        12,869                   1,041,687

 Accumulated amortisation
 As at 01 November 2024     -              -                                -                                              -                       -
 Amortisation               -              520                              9,222                                          444                     10,186
 As at 31 October 2025      -              520                              9,222                                          444                     10,186

 Carrying amount
 As at 31 October 2025      746,315        14,559                           258,202                                         12,425                  1,031,501
 As at 31 October 2024      -              -                                -                                              -                       -

 
Goodwill arose on the acquisition of subsidiary as detailed in note 28.

 

16.  Property, plant and equipment

                                         Fixtures and fittings
                                         £
 Cost
 As at 01 November 2024                  -
 Additions on acquisition of subsidiary   11,358
 Additions                                10,899
 As at 31 October 2025                   22,257

 Accumulated depreciation
 As at 01 November 2024                  -
 Depreciation                            6,051
 As at 31 October 2025                   6,051

 Carrying amount
 As at 31 October 2025                   16,206
 As at 31 October 2024                   -

17.  Right-of-use asset

                            Motor vehicles
                            £
 Cost
 As at 01 November 2024     -
 Acquisition of subsidiary  25,997
 As at 31 October 2025      25,997

 Accumulated depreciation
 As at 01 November 2024     -
 Depreciation               7,798
 As at 31 October 2025      7,798

 Carrying amount
 As at 31 October 2025      18,199
 As at 31 October 2024      -

18.  Trade and other receivables

                    31 October 2025    31 October 2024

                    £                  £
 VAT receivable     86,759             -
 Prepayments        89,523             -
 Other receivables  289,977            2,200
                    466,259            2,200

The other receivables balance of £289,977 includes £271,938 of funds due for
ATM shares placed on 31 October 2025 (31 October 2024: £nil), which were
received subsequent to the year end.

 

19.  Cash and cash equivalents

                           31 October 2025    31 October 2024

                           £                  £
 Cash at bank and on hand  1,503,118          109,252

All cash held are denominated in GBP. The majority of the cash balance is held
at year-end is with a banking institution with a credit rating of A+. During
the year, some cash balances were held with payment processes for a short
period of time to facilitate transactions.

20.  Share capital and share premium

                               31 October 2025    31 October 2024

                               £                  £
 Share capital:
 Ordinary shares of 0.1p each   300,237           7,050
 Deferred shares of 4.9p each   345,450           345,450
 Total share capital            645,687           352,500
 Share premium                 208,760,100        1,515,032

 

Ordinary shares

Ordinary shares of 0.1p each entitle the holders to receive dividends as
declared from time to time and to vote at meetings of the Company. All
ordinary shares rank equally with regard the Company's residual net assets.
There are no restrictions on the transfer of shares.

During the year ended 31 October 2025, the Company issued new ordinary shares
as detailed below:

                                  No of Shares      Share capital     Share Premium     Total
                                 No.               £                  £                £
 As at 1 November 2024           7,050,000         7,050              1,515,032        1,522,082
 Transactions on 25 April 2025:

 Acquisition of subsidiary*                               25,778,732     25,779     -              25,779
 Conversion of convertible loan notes                     67,837,603     67,838     1,288,914      1,356,752
 Advisor shares issued                                    21,154,128     21,154     495,449        516,603
 Placing and subscription shares                          25,080,894     25,081     601,941        627,022
                                                          139,851,357    139,852    2,386,304      2,526,156
 7 May 2025 - Ordinary 1p shares                          14,015,320     14,015     2,228,436      2,242,451
 14 May 2025 - Ordinary 1p shares                         12,783,185     12,783     3,438,677      3,451,460
 22 May 2025 - Ordinary 1p shares                         13,942,805     13,942     6,818,032      6,831,974
 4 June 2025 - Ordinary 1p shares                         16,538,799     16,539     13,379,888     13,396,427
 16 June 2025 - Ordinary 1p shares                        16,297,627     16,298     29,319,431     29,335,729
 22 June 2025 - Ordinary 1p shares                        766,719        767        3,794,492      3,795,259
 25 June 2025 - Ordinary 1p shares                        14,221,623     14,222     41,228,485     41,242,707
 7 July 2025 - Ordinary 1p shares                         7,000,000      7,000      22,867,310     22,874,310
 8 July 2025 - Ordinary 1p shares                         3,182,013      3,181      10,338,361     10,341,542
 9 July 2025 - Ordinary 1p shares                         14,000,000     14,000     30,969,514     30,983,514
 17 July 2025 - Ordinary 1p shares                        5,947,099      5,947      17,537,995     17,543,942
 1 August 2025 - Ordinary 1p shares                       2,560,975      2,561      5,247,438      5,249,999
 1 August 2025 - Ordinary 1p shares                       1,398,931      1,399      2,866,410      2,867,809
 4 September 2025 - Ordinary 1p shares                    21,000,000     21,000     11,587,354     11,608,354
 6 October 2025 - Ordinary 1p shares                      9,680,640      9,681      9,670,959      9,680,640

 Share issue costs                                        -              -          (5,600,712)     (5,600,712)
 Warrants issued on conversion of convertible loan notes  -              -          (833,306)      (833,306)
 As at 31 October 2025                                    300,237,093    300,237    208,760,100    209,060,337

 

*On acquisition of subsidiary, a merger relief reserve of £618,689 was
recognised on the shares issued.

On 25 April 2025, following successful admission to Aquis the Company issued
139,851,357 Ordinary 0.1p shares for net proceeds of £2,640,827. This
consisted of 25,778,732 issued to sellers of SWC Ltd in consideration (see
note 28), 67,837,603 were issued to pre-IPO investors on settlement of the
convertible loan note (see note 24), 21,154,128 were issued in lieu of payment
of expenses for advisors, 18,856,894 were issued as part of the subscription
and the remaining 6,224,000 were the number of placing shares issued.

On 9 July 2025, the Company issued 14,000,000 shares pursuant to a fundraising
agreement with its broker ("ATM Facility") whereby the broker subscribes to
the shares at nominal value and subsequently places the shares with investors.
Any premium over nominal value achieved through the placing by the broker is
passed to the Company less commission. All shares were placed as at year end.

On 4 September 2025, the Company issued 21,000,000 at par value pursuant to a
subscription agreement with its broker. Under the agreement, the broker may
sell ordinary shares on behalf of the Company subject to agreed restrictions,
including weekly volume limits linked to market trading closing price, and the
Company will benefit by receiving approximately 97% of the net proceeds of any
sales of the shares achieved by the broker. As at 31 October 2025, a balance
of 17,722,000 shares had not yet been placed. At 31 October 2025, £271,938 of
the proceeds relating to the shares issued under the subscription agreement
had not yet been received by the Company and has been recognised within other
receivables. The proceeds were received subsequent to the year-end.

Deferred shares

The Company has 7,050,000 Deferred shares of 4.9p each in issue (2024:
7,050,000 Deferred shares). Deferred shares are not transferable, do not carry
any rights to attend meetings of the Company, to receive dividends or
distributions, except for return of capital on a winding up once the holders
of ordinary shares have first received a return on capital of £1,000,000 in
respect of each Ordinary share held by them. The Company may acquire from the
holder of Deferred shares all of their Deferred shares for a total
consideration of 1 pence.

21.  Warrant reserve

                                                         No.            £
 Opening balance                                         -              -
 Warrants issued on conversion of the CLN (note 24(a))   67,837,603     833,306
 Warrants issued on acquisition of subsidiary (note 28)  25,778,732     316,662
 Share-based payment - advisor warrants                  2,450,000      30,095
 Warrants issued on 6 October 2025                       9,680,640      -
 Closing balance                                         105,746,975    1,180,063

 

On 25 April 2025, the Company issued 96,066,335 warrants, exercisable at 2.5
pence per ordinary shares between 25 April 2026 and 25 April 2028. These
warrants have been recognised at fair value, which has been determined using
the Black Scholes model with the following inputs:

                                                                        2.5p warrants
 Share price at the date of grant (pence)                               2.500
 Exercise price (pence)                                                 2.500
 Dividend yield                                                         0%
 Time until exercise, assumed to be the mid-point when exercisable      2.0 years
 Annual risk-free interest rate                                         3.66%
 Volatility                                                             89.26%
 Resulting fair value per warrant (pence)                               1.228

 

As part of the Aquis IPO, the Company issued further 2,450,000 warrants to
advisors on the same terms as the warrants detailed above. This represents an
equity settled share-based payment, which was recognised at the fair value of
the warrants issued.

On 9 October 2025, the Company issued warrants in connection with an equity
placing of 9,680,640 ordinary shares. The warrants entitle the holder to
subscribe for one ordinary share at a fixed exercise price of £1.50 and are
exercisable over a contractual term of 36 months. As the placing price for the
shares and warrants of £1.00 was below the quoted market price of the
Company's shares of £1.02 at the grant date, no fair value is attributed to
these warrants.

No warrants were issued during the year ended 31 October 2024.

The warrants are not subsequently revalued.

 

 

22.  Lease liabilities

                          31 October 2025    31 October 2024

                          £                  £
 Current liabilities      30,112             -
 Non-current liabilities  7,523              -
                          37,635             -

 

The Group leases motor vehicles. With the exception of short-term leases and
leases of low value underlying assets, each lease is reflected on the
consolidated statement of financial position as a right-of-use asset (note 17)
and a lease liability.

The Group has recognised one motor vehicle lease in the twelve months ended 31
October 2025 as a result of acquisition of subsidiary (note 28). The hire
purchase agreement includes the option to purchase the motor vehicle at the
end of lease term in November 2028, which is expected to be exercised, and the
rate implicit in the lease is 0%. No finance charges have been recognised in
profit or loss in the relation to the lease.

23.  Trade and other payables

                  31 October 2025    31 October 2024

                  £                  £
 Trade payables   118,633            30
 Accruals         21,775             14,785
 VAT payable      -                  12,625
 Other creditors  234,679            -
                  375,087            27,440

 

24.  Borrowings

                                      31 October 2025    31 October 2024

                                      £                  £
 Convertible loan facility            -                  50,000
 Loan from Power Metal Resources Plc  -                  562,291
 Other borrowings                     -                  393,105
 Smarter Convert CLN                  10,957,578         -
                                      10,957,578         1,005,396

(a) February 2025 Convertible loan note

In February 2025, the Company issued convertible loan notes ("Feb CLN") to
various pre-IPO investors, totalling £1,356,752 who had originally subscribed
for shares in the Company in connection with a previous aborted IPO. The loan
notes entitled the holders to receive shares on IPO at a 20% discount to the
IPO price, along with one warrant for each share received.

The loan notes had the option to be redeemed in cash in the event of a
default. The loan notes mandatorily converted to shares on IPO date, being 25
April 2025. The effective interest on the financial liability element of the
loan note is recorded as a finance cost of £339,188. On IPO, the terms of the
warrants were finalised and entitled the shareholders to subscribe for
additional shares at fixed price, the IPO price, leading to the warrants being
recognised as equity instruments at fair value. The value of the warrants
issued totals £833,306 and is recognised in equity in the Warrant Reserve,
with the corresponding reduction in share premium as part of IPO share issue
costs.

(b) Loan from Power Metal Resources Plc

The loan from Power Metal Resources Plc ("POW") was written off during the
year ended 31 October 2025 with the corresponding gain recognised in other
income in profit or loss. The loan from POW was provided in connection with an
acquisition opportunity related to an asset owned by POW, however the
transaction ultimately did not complete, and the loan was written off.  At
the time of the write-off, Sean Wade was the chief executive officer of both
POW and the Company however he did not have a controlling interest in either
company.

(c) Convertible loan facility and other borrowings

The Convertible loan facility was also repaid during the period. Other
borrowings consisted of pre-IPO investors who were either repaid or refinanced
into Feb CLN detailed above.

(d) Smarter Convert CLN

On 5 August 2025, the Company issued a convertible loan note ("Smarter Convert
CLN") raising gross proceeds of £15,803,733, which were used to acquire
177.8909127 Bitcoins and are held in a segregated wallet. The instrument is
interest-free and has a term of one year. On maturity, the instrument can be
settled as follows, at the option of the noteholders ("Settlement"):

(i)            Full or partial conversion of the notes into Company
shares at £2.0475 per share; or

(ii)           Transfer of the Bitcoin acquired less transaction
costs; or

(iii)          Payment of the equivalent of the value of Bitcoin in
GBP, USD, or EUR;

 

The noteholders have the option to trigger Settlement at any time. The Company
has the option to trigger Settlement after 5 February 2026, if both the market
price of the Company shares exceeds £3.07125 per share for 10 consecutive
trading days, and the percentage increase in the Company's share price over
that period exceeds the percentage increase in the price of Bitcoin.

The instrument was analysed in accordance with the requirements of IAS 32 and
IFRS 9 and the Directors have elected on initial recognition to designate the
whole instrument as a financial liability measured at fair value through
profit or loss as the instrument contains a non-closely-related embedded
derivative.

The fair value of Smarter Convert CLN at initial recognition was calculated
using Level 3 valuation techniques detailed in note 26(b). As the fair value
at of the liability at initial recognition exceeds the cash proceeds, the
resulting loss, Day 1 loss, is released into the profit or loss over the term
of instrument. The initial recognition of Smarter Convert CLN is detailed
below:

                                                                £
 Fair value of Smarter Convert CLN                              22,156,853
 Less: cash proceeds                                            (15,803,733)
 Day 1 loss to be released over the term of the instrument      6,353,120

 

As at 31 October 2025, the fair value of Smarter Convert CLN reduced to
£15,722,418 with corresponding gain of £6,434,435 recognised in other gains
and losses. Day 1 losses of £1,588,280 were released into profit or loss as
an expense within other gains and losses.

Changes in the carrying values of Smarter Convert CLN and its components are
detailed below:

                                              Fair value of Smarter Convert CLN               Day 1 Deferred Loss                               Total

                                              £                                               £                                                 £
 At 1 November 2024                           -                                                                    -                                              -
 Initial recognition                          22,156,853                                      (6,353,120)                                       15,803,733
 Change in fair value of Smarter Convert CLN  (6,434,435)                                      -                                                     (6,434,435)
 Release of Day 1 losses                                          -                                    1,588,280                                1,588,280
 At 31 October 2025                           15,722,418                                      (4,764,840)                                       10,957,578

 

Movements in Group's borrowings are detailed below:

 

                                        Convertible loan facility    Loan from POW    Other borrowings    Feb 2025 CLN    Smarter Convert CLN    Total
                                        £                            £                £                   £               £                      £
 Balance as at 1 November 2024          50,000                       562,291          393,105             -               -                      1,005,396
 Drawdowns                              -                            97,969           12,000              1,075,501       15,803,733             16,989,203
 Repayments                             (50,000)                     -                (123,853)           -               -                      (173,853)
 Write-off                              -                            (660,260)        -                   -               -                      (660,260)
 Refinance into CLN                     -                            -                (281,252)           281,252         -                      -
 Conversion into shares and warrants    -                            -                -                   (1,356,753)     -                      (1,356,753)
 Release of Day 1 losses                -                            -                -                   -               1,588,280              1,588,280
 Change in fair value                   -                            -                -                   -               (6,434,435)            (6,434,435)
 Balance as at 31 October 2025          -                            -                -                   -               10,957,578             10,957,578

 

 

 

25.  Deferred tax liability

                            Revaluation of Crypto currency      Intangible           Other timing differences                 Smarter Convert CLN    Total

                                                                assets
                            £                                   £              £                                      £                              £
 As at 1 November 2024      -                                   -              -                                      -                              -
 Acquisition of subsidiary  2,314                               (73,843)       (7,904)                                -                              (79,433)
 Credited profit or loss    (2,314)                             2,546          -                                      (1,211,539)                    (1,211,307)
 As at 31 October 2025      -                                   (71,297)       (7,904)                                (1,211,539)                    (1,290,740)

 

Deferred tax has been measured at the enacted corporation tax rate of 25%. As
at 31 October 2025, the Group has unused tax losses of £1,970,512 (2024:
£1,145,530) available for offset against future profits. No deferred tax
asset has been recognised in respect of these losses (2024: £nil) as it is
not considered probable that there will be future taxable profits available.
All tax losses arose in the UK and may be carried forward indefinitely.

26.  Financial instruments

 

(a)    Categories of financial instruments

 Financial assets                                        31 October 2025    31 October 2024

                                                         £                  £
 Financial assets at amortised cost:
 Other receivables                                       289,977            2,200
 Cash and cash equivalents                               1,503,119          109,252
                                                         1,793,096          111,452
 Financial assets at fair value through profit or loss:
 Listed securities                                       1,649              -

 Total financial assets                                  1,794,745          111,452

 

 Financial liabilities                                        31 October 2025    31 October 2024

                                                              £                  £
 Financial liabilities at amortised cost:
 Trade payables                                               118,633            30
 Accruals                                                     21,775             14,785
 Other creditors                                              234,679            -
 Borrowings                                                                      1,005,396
 Lease liabilities                                            37,635             -
                                                              412,722            1,020,211
 Financial liabilities at fair value through profit or loss:
 Smarter Convert CLN, excluding Day 1 losses                  15,722,418         -

 Total financial liabilities                                  16,135,140         1,020,211

Financial instruments exclude prepayments, VAT, taxation and social security
liability balances.

There are no material differences between the carrying value and fair value of
the Group's financial instruments carried at amortised cost because of their
short maturities.

All financial instruments are denominated in GBP.

(b)   Fair value hierarchy

Some of the Group's financial assets are measured at fair value at the end of
each reporting period. Valuation techniques in determining the fair values are
divided into three levels based on the quality of inputs. There were no
transfers between fair value hierarchies in the period ended 31 October 2025.
(2024: None)

Level 1 - Quoted market prices

Fair value is determined by reference to unadjusted quoted prices for
identical assets and liabilities in active markets where the quoted price is
readily available.

The following financial assets are recognised at fair value through profit or
loss and are classified within the Level 1 category:

                    31 October 2025    31 October 2024

                    £                  £
 Listed securities  1,649              -

 

Level 2 - Valuation techniques using observable inputs

Fair value is determined using inputs other than quoted prices included in
Level 1 that are unobservable, directly or indirectly. There were no level 2
inputs during the year.

Level 3 - Valuation techniques using significant unobservable inputs

Fair value is dependent on significant inputs that are unobservable. The
following financial liabilities are recognised at fair value through profit or
loss and are classified within the Level 3 category:

 

                                    31 October 2025    31 October 2024

                                    £                  £
 Fair value of Smarter Convert CLN  15,722,418         -

 

 

Valuation technique and inputs

 

The fair value of the Smarter Convert CLN at initial recognition and 31
October 2025 was estimated using a Monte Carlo simulation model. The key
inputs into the valuations were as follows:

                                          5 August 2025    31 October 2025
 Company share price                      £2.00            £0.535
 Risk-free rate                           3.72%            3.65%
 Annualised volatility of Company shares  118%             133%
 Bitcoin price at 5 August 2026           US$ 122,055      US$ 116,210

 

Bitcoin prices at 5 August 2026 were derived from forward prices. The
volatility of Company shares was derived from a peer group of comparable
listed companies as the Company shares have not been listed for a sufficiently
long period.

No change the fair value of the Smarter Convert CLN is attributable to the
changes in Company's credit risk.

Transfers between levels of the fair value hierarchy

There were no transfers between levels of the fair value hierarchy during the
year.

(c)    Risk management

The Board of Directors has overall responsibility for the establishment and
oversight of the Group's risk management framework. The Group's risk
management policies are established to identify and analyse the risks faced by
the Group, to set appropriate risk limits and controls, and to monitor risks
and adherence to limits. Risk management policies and systems are reviewed
regularly to reflect changes in market conditions and the Group's activities.
The Group, through its training, management standards and procedures, aims to
develop a disciplined and constructive control environment in which all
employees understand their roles and obligations.

The main financial risks arising from the Group's financial instruments are
market risk, credit risk and liquidity risk.

Credit risk

Credit risk is the risk of financial loss if a customer or counterparty to a
financial instrument fails to meet its contractual obligations. The carrying
amount of financial assets represents the maximum credit exposure. For the
Group, credit risk arises primarily from cash balances held at banks and other
receivables. The risk in relation to cash balances is mitigated by keeping
cash with reputable financial institutions with a high credit rating and
keeping cash balances with payment processors for only as long as necessary.

 

 

 

Liquidity risk

Liquidity risk arises from the possibility that the Company and its
subsidiaries might encounter difficulty in settling its debts or otherwise
meeting its obligations related to financial liabilities. The Directors manage
this risk by monitoring its financial resources and carefully planning its
expenditure programmes. The Group has successfully raised finance, and the
Directors consider the Group's investment in cryptocurrencies to be highly
liquid.

Contractual maturity dates of the Group's financial liabilities are detailed
below. The amounts are undiscounted contractual payments and thus include
future interest and charges.

 As at 31 October 2025                                                        Less than                  After                       Total

                                                                              12 months                  12 months
                                                                     £                            £                         £
 Trade and other payable excluding non-financial liabilities          375,087                      -                         375,087
 Lease liabilities                                                    9,212                        28,423                    37,635
 Smarter Convert CLN                                                  15,619,518                   -                         15,619,518
 Total                                                                16,003,817                   28,423                    16,032,240

 

 As at 31 October 2024                                                       Less than                After                      Total

                                                                             12 months                12 months
                                                                     £                          £                        £
 Trade and other payable excluding non-financial liabilities          14,815                     -                        14,815
 Borrowings                                                           1,005,396                  -                        1,005,396
 Total                                                                1,020,211                  -                        1,020,211

 

The contractual amount payable on the Smarter Convert CLN, as detailed in note
24(d), is based on the price of Bitcoin at the date of settlement and is
subject to the noteholder electing to redeem the note in cash, unless
converted earlier by the Company. The figure used in the table above is based
on the Directors' estimated price of Bitcoin when the instrument matures on 25
August 2026.

The Group has sufficient cash reserves to meet its lease and trade and other
payables liabilities.

Market risk

The Group is not materially exposed to currency and interest rate risk. The
Group's market risk exposure is limited to price fluctuations in the value of
Bitcoin, which the Directors monitor closely and do not generally rely on to
fund working capital requirements. The Group's remaining investment in listed
securities is minimal and is not considered material.

(d)   Capital risk management

The Board's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern, to enable the Group to continue its
principal activities, and to maintain an optimal capital structure to reduce
the cost of capital. The Group's capital consists primarily of equity.

27.  Related party transactions

 

Related parties comprise of key management personnel who are the Directors of
the Company. Their remuneration is detailed below:

                                 31 October 2025                                         31 October 2024

                                 £                                                       £
 Short-term employment benefits  652,463                                                 76,000
 Social security costs                                   1,284                           -
                                 653,747                                                 76,000

Keysford Limited, in which Sean Edward Wade is a Director, charged consultancy
fees for the year ended 31 October 2025 of £18,000 (31 October 2024:
£56,000), which are included within the table above. The amount owed to
Keysford Limited at 31 October 2025 was £nil (31 October 2024: £nil).

123 Accounting Solutions Limited, in which Mario Visconti is a Director,
charged consultancy fees for the year ended 31 October 2025 of £13,000 (31
October 2024: £20,000), which are included within the table above. The amount
owed to 123 Accounting Solutions Limited at 31 October 2025 was £nil (31
October 2024: £nil).

Tyler Evans, a Director of the Company, received an Aquis admission success
fee of £24,000 settled in shares of Company at the Aquis admission price of
2.5 pence.

Within borrowings arising on acquisition of SWC Ltd, there was a balance of
£694 owed to Andrew Webley and £1,401 Jo Webley. These represent loans made
by the Director and a person connected to the Director. Both amounts were
repaid during the year ended 31 October 2025.

Andrew Webley and Jo Webley were the selling shareholders of SWC Ltd, which
was acquired during the interim period. Details of the consideration
transferred are included in note 28.

In addition, Andrew Webley subscribed to 1,600,000 shares at the Aquis
admission price of 2.5 pence.

28.  Business combinations

On 25 April 2025, the Company completed the acquisition of the entire issued
share capital of SWC Ltd, a web design company. As part of the consideration,
the Company issued ordinary shares to the former shareholders of SWC Ltd,
giving them 35% ownership of the enlarged group and SWC's CEO, joined the
Company's board.

The fair value of assets acquired and the resulting goodwill is detailed below
is detailed below:

                                           £
 Intangible asset - Cryptocurrency                         600,746
 Other intangible assets                                   295,371
 Property, plant and equipment                               11,358
 Right of use assets                       25,997
 Trade and other receivables                                       747
 Financial assets - listed securities                        85,485
 Cash and cash equivalents                                   12,299
 Trade and other payables                                  (43,819)
 Borrowings                                                  (2,095)
 Lease liabilities                                         (42,241)
 Deferred tax liability                                    (79,433)
 Net identifiable assets acquired          864,415
 Goodwill                                  746,315
 Consideration                             1,610,730

 

The goodwill is attributable to the workforce and an increase in market share.
It will not be deductible for tax purposes.

Purchase consideration

                                                        £
 Issue of 25,778,732 ordinary shares                                        644,468
 Cash consideration                                     90,000
 Warrants issued to sellers as consideration                316,662
 Loan advanced by the Company prior to acquisition                          559,600
                                                                        1,610,730

The fair value of the ordinary shares issued as the part of the consideration
was determined based on the Aquis IPO price. The fair value of the warrants
issued as part of the consideration is detailed in note 21. The acquisition
related costs were immaterial.

Cash flow

                                        £
 Cash paid as consideration             (90,000)
 Less cash acquired at acquisition      12,299
 Net cash outflow on acquisition        (77,701)

Revenue and profit contribution

The acquired business contributed revenues of £70,029 and net profit of
£8,005 to the Group for the period from acquisition to 31 October 2025. If
the acquisition had occurred on 1 November 2024, consolidated pro-forma
revenue and profit for the year ended 31 October 2025 would have been
£154,738 and £184,858 respectively.

 

 

 

 

 

 

 

29.   Subsidiaries

As at 31 October 2025, the Company had the following subsidiaries:

 Company                                                                       Registered office                                                            Proportion of equity shares and voting rights held by the Company  Nature of business
 The Smarter Web Company Operations Limited (formerly The Smarter Web Company  160 Aztec West, Almondsbury, Bristol, United Kingdom, BS32 4TU               100%                                                               Web portals
 Limited)
 SWC Holdings Malta Limited                                                    230 Works Business Centre Second Floor, Triq Ilkungress Ewkaristiku, Mosta,  100%                                                               Treasury company
                                                                               MST 9039, Malta

 

30.  Post Balance Sheet Events

 

On 23 December 2025, the Company entered into a new subscription agreement
with Shard Merchant Capital Ltd, replacing the subscription agreement entered
into on 3 September 2025. The agreement provides for the issue of 50,000,000
new ordinary shares at par value and also covers 13,240,500 ordinary shares
previously issued and not yet sold, resulting in an aggregate available
allocation of 63,240,500 ordinary shares. Under the agreement, Shard Merchant
Capital Ltd may sell ordinary shares on behalf of the Company subject to
agreed restrictions, including weekly volume limits linked to market trading
closing price, and the Company's ability to suspend or recommence sales at its
discretion, with the Company entitled to receive approximately 98.25% of the
gross proceeds from any shares sold. Admission to trading of the new ordinary
shares took place on 2 January 2026.

On 3 February 2026, the Company's ordinary shares were admitted to trading on
Commercial Companies (Equity Shares) category of the Main Market of the London
Stock Exchange.

 

 

 

Company Statement of Financial Position

AS AT 31 OCTOBER 2025

 

                                               31 October         31 October

                                               2025               2024
                                    Notes      £                  £
 Assets
 Non-current assets
 Investment in subsidiaries         C5         1,051,131          1
 Cryptocurrency                     C6         220,003,460        -
 Property, plant and equipment      C7         5,928              -
 Total non-current assets                      221,060,519        1

 Current assets
 Trade and other receivables        C8         467,062            3,374
 Cash and cash equivalents          C9         1,463,923          109,252
 Total current assets                           1,930,985         112,626

 Total assets                                   222,991,504       112,627

 Liabilities
 Current liabilities
 Trade and other payables           C10         450,080           27,441
 Borrowings                         C11        10,957,578         1,005,396
 Total current liabilities                     11,407,658         1,032,837

 Non-current liabilities
 Deferred tax liabilities           C12        1,211,539          -
 Total non-current liabilities                 1,211,539          -

 Net assets                                    210,372,307        (920,210)

 Equity
 Share capital                      C13        645,687            352,500
 Share premium                      C13        208,760,100        1,515,032
 Merger relief reserve                         618,689            -
 Warrant reserve                    C13        1,180,063          -
 Accumulated losses                            (832,232)          (2,787,742)
 Total equity                                  210,372,307        (920,210)

 

 

Under s408 of the Companies Act 2006 the Company is exempt from the
requirement to present its own statement of comprehensive income. The profit
after tax for the year ended 31 October 2025 was £1,616,322 (2024: loss
£504,701).

The financial statements of The Smarter Web Company Plc, company registered
number 00092343, were approved by the board, and authorised for issue on 19
February 2026 and signed on its behalf by:

 

 

 

……………………

Albert Soleiman

Chief Financial Officer

 

 

Company Statement of Changes In Equity
FOR THE YEAR ENDED 31 OCTOBER 2025
 

                                          Share                      Share                                 Merger relief reserve  Warrant    Accumulated losses  Total

                                          capital                    premium                                                      reserve                        equity

                                          £                          £                                     £                      £          £                   £

 As at 31 October 2023                    352,500                    1,515,032                             -                      -          (2,283,041)         (415,509)

 Total comprehensive loss for the year    -                          -                                     -                      -          (504,701)           (504,701)
 At 31 October 2024                       352,500                    1,515,032                             -                      -          (2,787,742)         (920,210)

 Total comprehensive income for the year  -                          -                                     -                      -          1,616,322           1,616,322

 Transactions with owners:
 Shares issued                            199,570                    212,390,172                           -                      -          -                   212,589,742
 Issue costs                              -                          (6,403,923)                           -                      833,306    -                   (5,570,617)
 Share-based payments - advisor warrants  -                          (30,095)                              -                      30,095     -                   -
 Acquisition of subsidiary                          25,779           -                                     618,689                316,662    -                   961,130
 Conversion of convertible loan note                67,838                         1,288,914               -                      -          339,188             1,695,940
 Total transactions with owners           293,187                    207,245,068                           618,689                1,180,063  339,188              209,676,195

 As at 31 October 2025                    645,687                    208,760,100                           618,689                1,180,063  (832,232)           210,372,307

 

 

 

 

 

C1   Basis of preparation of the Company financial statements

 

The Company meets the definition of a qualifying entity under FRS 100
'Financial Reporting Standard 100' issued by the Financial Reporting Council.
Accordingly, the financial statements have been prepared in accordance with
FRS 101 'Reduced Disclosure Framework' and in accordance with the Companies
Act 2006 as applicable to companies using FRS 101.

The Company previously prepared its financial statements in accordance with
IAS. Due to the similarities between FRS 101 and IAS, there are no adjustments
on transition to FRS 101.

The Company financial statements have been prepared on the going concern basis
and under the historical cost convention, except for revaluation of assets and
liabilities recognised at fair value.

The Company financial statements are presented in Pound Sterling, which is its
functional and presentational currency.

Preparation of financial statements under FRS 101 requires the application of
the recognition, measurement and disclosure requirements of IAS but allows for
the following disclosure exemptions:

•     FRS 101.8 (d): the requirements of IFRS 7 'Financial Instruments:
Disclosures' to make disclosures about financial instruments;

•     FRS 101.8 (e): the requirements of IFRS 13 'Fair Value
Measurement' (disclosure of valuation techniques and inputs used for fair
value measurement of assets and liabilities);

•     FRS 101.8 (g): the requirements of paragraphs 10(d), 10(f), 16,
38A, 38B, 38C, 38D, 111, and 134 to 136 of IAS 1 'Presentation of Financial
Statements' to produce a cash flow statement and to make an explicit and
unreserved statement of compliance with IFRSs, additional comparative
information and capital management information;

•     FRS 101.8 (h): the requirements of IAS 7 'Statements of Cash
Flows' to produce a cash flow statement and related notes;

•     FRS 101.8 (i): the requirements of paragraphs 30 and 31 of IAS 8
'Accounting Policies, Changes in Accounting Estimates and Errors' to include a
list of new IFRSs that have been issued but that have yet to be applied;

•     FRS 101.8 (j): the requirements of paragraph 17 of IAS 24 'Related
Party Disclosures' (key management compensation);

•     FRS 101.8 (k): the requirements of IAS 24 'Related Party
Disclosures' to disclose related party transactions entered between two or
more members of a group, provided that any subsidiary which is party to a
transaction is wholly owned by such a member.

•     FRS 101.7A: the requirements of paragraphs 6-21 of IFRS 1 ' First
Time Adoption of International Financial Reporting Standards to present an
opening statement of financial position at the date of transition.

 

The preparation of financial statements in conformity with FRS 101 requires
the use of certain critical accounting estimates. It also requires management
to exercise its judgement in the process of applying the Company's accounting
policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the financial
statements are disclosed in note 3 to the consolidated financial statements.

 

C2   Material accounting policies

 

The adopted principal accounting policies are the same as those set out in
note 2 to the consolidated financial statements. The accounting policy
described below is in addition to the accounting policies disclosed in the
consolidated financial statements and is specific to the Company's standalone
financial statements.

Investment in subsidiaries

Equity investments in the Company's subsidiaries are stated at cost, which is
the fair value of the consideration paid, less impairment.

C3    Auditors' remuneration

Auditors' remuneration is disclosed within note 4 to the consolidated
financial statements.

C4    Employees and Directors

The average number of employees and directors during the year was:

            31 October 2025    31 October 2024

            No.                No.
 Directors  5                  2
 Staff      4                  -
            9                  2

 

Directors' remuneration is disclosed within the Directors' Remuneration
Report.

C5    Investment in subsidiaries

 

                             31 October 2025    31 October 2024

                             No.                No.
 Investment in subsidiaries  1,051,131          1

 

The list of subsidiaries is included in note 29 to the consolidated financial
statements. Changes in the investment in subsidiaries balance is detailed
below:

                                     31 October 2025

                                     £
 Cost at 1 November 2024             1
 Acquisition of SWC Ltd              1,051,130
 Carrying amount at 31 October 2025  1,051,131

 

During the year, the Company acquired 100% of the issued share capital of SWC
Ltd. Details of the consideration transferred are included in note 28 to the
consolidated financial statements.

 

 

C6    Cryptocurrency

                                                  £
 Fair value
 As at 1 November 2024                            -
 Additions                                        220,547,185
 Fair value losses, recognised in profit or loss  (543,725)
 As at 31 October 2025                            220,003,460

 

The fair value of Bitcoin as at 31 October 2025 was calculated by reference to
the unadjusted market price as at 23:59 UK time on 31 October 2025, provided
by the Group's bitcoin broker. Had Bitcoin been measured on a historical cost
basis, its carrying value would have been £220,547,184 as at 31 October 2025
(31 October 2024: £nil).

C7    Property, plant and equipment

                           Fixtures and fittings
                           £
 Cost
 As at 01 November 2024    -
 Additions                 5,598
 As at 31 October 2025     5,598

 Accumulated depreciation
 As at 01 November 2024    -
 Depreciation              70
 As at 31 October 2025     70

 Carrying amount
 As at 31 October 2025     5,928

C8    Trade and other receivables

                          31 October 2025    31 October 2024

                          £                  £
 Intercompany receivable  -                  1,174
 VAT receivables          87,564             -
 Prepayments              89,521             -
 Other receivables        289,977            2,200
                          467,062            3,374

The other receivables balance of £289,977 includes  £271,938 of funds due
for ATM shares placed on 31 October 2025 (31 October 2024: £nil), which were
received subsequent to the year end.

 

 

 

C9    Cash and cash equivalents

                           31 October 2025    31 October 2024

                           £                  £
 Cash at bank and on hand  1,463,923          109,252

All cash held are denominated in GBP.

 

C10  Trade and other payables

                       31 October 2025    31 October 2024

                       £                  £
 Intercompany payable  60,970             -
 Trade payables        118,633            31
 Accruals              34,275             14,785
 VAT payable           -                  12,625
 Other creditors       236,202            -
                       450,080            27,441

C11  Borrowings

 

Please refer to note 24 to the consolidated financial statements.

Deferred tax liability

                                Smarter Convert CLN    Total
                                £                      £
 As at 1 November 2024          -                      -
 Charged to profit or loss      1,211,539              1,211,539
 As at 31 October 2025          1,211,539              1,211,539

 

Deferred tax has been measured at the enacted corporation tax rate of 25%. As
at 31 October 2025, the Company has unused tax losses of £1,988,685 (2024:
£1,145,530) available for offset against future profits. No deferred tax
asset has been recognised in respect of these losses (2024: £nil) as it is
not considered probable that there will be future taxable profits available.
All tax losses arose in the UK and may be carried forward indefinitely.

C12  Share capital and other reserves

 

Details of the Company's share capital and share premium are included in note
20 to the consolidated financial statements. Details of the Warrant Reserve
are included in notes 21to the consolidated financial statements respectively.

C13  Related party transactions

In preparing these parent company financial statements, the Company has taken
advantage of the exemption available under FRS 101 from the disclosure
requirements of IAS 24 Related Party Disclosures. The Company has not entered
into any related party transactions with directors or persons connected with
them that were not conducted on normal market terms during the year.

C14  Post Balance Sheet Events

 

Details of post balance sheet events are included in note 30 to the
consolidated financial statements.

 

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