Condensed Consolidated Statement of Financial Position

For the six months ended 30 April 2026

Condensed Consolidated Statement of Changes in Equity

For the six months ended 30 April 2026

Condensed Consolidated Statement of Cash Flows

For the six months ended 30 April 2026

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 April 2026

1.   General information

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

On 20 February 2026, the Company acquired the entire shareholding of Squarebird Agency Ltd as detailed in note 16.

2.   Basis of preparation

These condensed consolidated interim financial statements include the results of the Company and its subsidiaries (together, the "Group") and have been prepared in accordance with UK-adopted International Accounting Standard IAS 34 "Interim Financial Reporting". They do not constitute statutory accounts as defined in s434 of the Companies Act 2006.

The interim financial statements should be read in conjunction with the consolidated annual financial statements for the year ended 31 October 2025, which were prepared in accordance with UK-adopted International Accounting Standards.

The interim financial statements are presented in Pounds Sterling ("GBP") which is the presentational currency.

The interim financial information for the six months ended 30 April 2026 and 2025 have not been audited or reviewed by the auditors. The comparative financial information for the year ended 31 October 2025 has been derived from the audited financial statements for that period.  A copy of those statutory financial statements for the year ended 31 October 2025 has been delivered to the Registrar of Companies.  The report of the independent auditors on those financial statements was unqualified and did not contain a statement under Sections 498 (2) or (3) of the Companies Act 2006.

Going concern

As at 30 April 2026 the Group had a cash balance of £1.3 million (31 October 2025: £1.5 million), and net assets of £135 million (31 October 2025: £210 million).

The Directors have considered the applicability of the going concern basis in the preparation of these interim 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 a significant liquid Bitcoin treasury. The successful completion of several fundraises since the period end has further strengthened the Group's liquidity position. For this reason, they have adopted the going concern basis in the preparation of the interim financial statements.

Accounting policies

The condensed consolidated interim financial statements have been prepared using applicable accounting policies and practices consistent with those adopted in the statutory audited consolidated annual financial statements for the year ended 31 October 2025 and those expected to be in force for the year ending 31 October 2026.

Critical accounting estimates and judgements

The preparation of the condensed consolidated interim financial statements requires Directors to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these judgements and estimates.

In preparing these condensed consolidated interim financial statements, the significant judgements made by Directors in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the audited consolidated financial statements for the year ended 31 October 2025, with the addition of the following:

Acquisition of Squarebird Agency Ltd - identifiable assets and liabilities assumed

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 a number of years. Directors are currently finalising the valuation of the intangible assets acquired, and if required, will adjust the provisional fair values recorded in these interim financial statements in the annual financial statements for the year ending 31 October 2026, in line with paragraph 46 of IFRS 3. Further details of the acquisition are included in note 16.

Valuation of share-based payments

During the period ended 30 April 2026, the Group issued share options to its Directors and employees. Accounting for equity-settled share-based payments requires the use of valuation models to estimate their fair values and vesting periods. These models require the Directors to make assumptions regarding the share price volatility, risk free rate and expected life of awards in order to determine the fair values of the awards at grant date. Further details are included in note 14.

3.    Segmental disclosures

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, which encompasses the Group's two operating subsidiaries: The Smarter Web Company Operations Limited and Squarebird Agency Ltd. Therefore, no segmental reporting is presented.

4.    Revenue

5.    Operating loss

6.    Other gains and losses

7.    Finance costs

8.    Loss per share

Basic earnings per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of Ordinary shares in issue during the year. As the Group is loss making, the effect of instruments that convert into Ordinary shares is considered anti-dilutive.

The weighted average number of shares used in the calculations are set out below:

9.    Cryptocurrency

The fair value of Bitcoin as at 30 April 2026 was calculated by reference to the unadjusted market price as at 23:59 UK time on 30 April 2026, provided by the Group's bitcoin broker, which is a Level 1 input under the fair value hierarchy of IFRS 13. Had Bitcoin been measured on a historical cost basis, its carrying value would have been £228,487,638 as at 30 April 2026 (31 October 2025: £220,547,184). As at 30 April 2026, the Group held 2778 Bitcoin of which 177.89 were funded by the Smarter Convert CLN (refer to note 11).

10.  Intangible assets

11.  Borrowings

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.

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

The fair value of the Smarter Convert CLN is estimated using a Monte Carlo simulation, which is a Level 3 valuation technique, using the following key inputs.

Bitcoin prices at 5 August 2026 were derived from forward prices.

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

Coinbase facility

On 24 February 2026 the Company entered into a facility agreement with Coinbase on the following terms:

(i)            Facility size: $30 million;

(ii)           Security: secured against Bitcoin holdings held within Coinbase;

(iii)          Interest: charged daily on cash drawn down;

(iv)          Fees: no fees other than interest on cash used; and

(v)           Maturity: no fixed maturity date; repayable at the Company's discretion.

During the period ended 30 April 2026, the Company drew down £15,603,004 and repaid £748,360 of principal and £19,414 in interest.

12.  Share capital and share premium

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 period ended 30 April 2026, the Company issued new ordinary shares as detailed below:

* On acquisition of subsidiary, a merger relief reserve of £530,934 was recognised on the shares issued.

On 02 January 2026, the Company issued 50,000,000 shares at par value pursuant to a subscription agreement with its broker ("ATM Facility Shares"). Under the agreement, the Company issues  its shares to the broker at their nominal value and 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 30 April 2026, none of the ATM Facility Shares have been placed by Company's broker and therefore no share premium has been recognised in respect of these shares.

ATM Proceeds represent the proceeds received by the Company from its broker under a previous ATM facility.

Of the capital raised, £115,830 was received after the balance sheet date and is included within trade and other receivables balance.

Deferred shares

On 19 March 2026, the Company repurchased all 7,050,000 Deferred shares in issue for a total consideration of 1 pence. The acquisition was financed through the issue of 1 Ordinary share. A capital redemption reserve of £345,450 was therefore recognised in equity.

13.  Warrant reserve

During the period ended 30 April 2026, the Company repurchased 42 million pre-IPO warrants for a total cash consideration of £9,323,810. In addition, 6,962,603 of the pre-IPO warrants were exercised. As at 30 April 2026, the Company's outstanding warrants are detailed below:

14.  Share-based payments

Long-term incentive plan

On 27 April 2026 ("Grant Date"), the Group granted nil-cost options ("Options") to its executive directors and employees under its Long-Term Incentive Plan ("LTIP").  The number of Options granted to each option holder is not fixed, but is linked to the percentage of the Company's issued share capital on achievement of each performance milestone. There are 20 performance conditions linked to the Company achieving either a share price threshold or a market capitalisation threshold for 30 consecutive calendar days. The performance milestones and the corresponding number of Options that would be issued as a percentage of Company's issued share capital is detailed below:

The vesting of the Options is subject to the following terms:

(i)            On achievement of each Performance Milestone, the relevant number of Options vest in tranches as follows:

a.    If achieved before 3^rd anniversary of Grant Date:

·     1/3 vests on 3^rd anniversary of Grant Date;

·     1/3 vests on 4^th anniversary of Grant Date;

·     1/3 vests on 5^th anniversary of Grant Date.

b.    If achieved after 3^rd anniversary of Grant Date but before 4^th anniversary of Grant Date:

·     1/3 vests immediately;

·     1/3 vests on 4^th anniversary of Grant Date;

·     1/3 vests on 5^th anniversary of Grant Date.

c.     If achieved after 4^th anniversary of Grant Date but before 5^th anniversary of Grant Date:

·     2/3 vests immediately;

·     1/3 vests on 5^th anniversary of Grant Date;

d.    If achieved after 5^th anniversary of Grant Date:

·     Full vesting immediately;

(ii)           All unexercised Options lapse by the tenth anniversary of Grant Date;

(iii)          Continuous employment of the option holder at the date of vesting, subject to customary change of control provisions and good leaver provisions.

(iv)          Each Performance Milestone is reduced by dividends paid on ordinary shares as appropriate.

The LTIP includes customary malus and clawback provisions.                  

Therefore, Options linked to each Performance Milestone represent a separate award with a corresponding fair value and vesting period.

The vesting period of the Options is variable and linked to market-based performance condition. A Monte Carlo model was used to calculate both the fair value of the Options at the date of grant and to estimate their most likely vesting periods. The inputs into the valuation are detailed below:

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.

The total fair value for each Performance Milestone ranged between £163,769 and £nil and the expected vesting period ranged between 6 and 9 years.

The total fair value of the Options is £1,419,265 and a charge of £4,441, for the period ended 30 April 2026 is recognised within administrative expenses.

15.  Related party transactions

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

Keysford Limited, in which Sean Edward Wade is a Director, charged consultancy fees for the six months ended 30 April 2026 of £nil (six months ended 30 April 2025: £18,000).

123 Accounting Solutions Limited, in which Mario Visconti is a Director, charged consultancy fees for the six months ended 30 April 2026 of £nil (six months ended 30 April 2025: £13,000).

16.  Business combinations

On 20 February 2026, the Company completed the acquisition of 100% of the Ordinary shares of Squarebird Agency Ltd, a web design and marketing company.

The following table summarises the provisional fair values of assets acquired, and liabilities assumed at the acquisition date:

The fair values of identifiable intangible assets is provisional, pending finalisation of the financial valuation of these assets. The goodwill balance is attributable to the workforce and an increase in market share.

Purchase consideration

Cash flow

Acquisition costs were £76,050 and have been included within administrative expenses in profit or loss.

17.  Post Balance Sheet Events

Between 1 May 2026 and 29 June 2026, the Company's broker placed 3,915,150 of ATM Facility Shares for gross proceeds of £1,367,942. On 7 May 2026, the Company issued 1,283,975 ordinary shares for gross proceeds of £502,034.

Subsequent to the period end, a further 11,800,000 of Pre-IPO warrants have been exercised at 2.5p per share and 100 Bitcoin have been acquired.

On 17 June 2026, the shareholders of the Company approved a special resolution to reduce the Company's share premium account by £210,000,000. Subject to the approval by the High Court of Justice in England and Wales, the capital reduction is expected to take effect on 15 July 2026.

Enquiries:

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, it is pioneering the adoption of a Bitcoin Treasury Policy into its strategy.

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

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

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

The Smarter Web Company's Legal Entity Identifier (LEI) is 213800VQO9FUG4PZMP73.

Important Notice:

The Smarter Web Company holds treasury reserves and surplus cash in Bitcoin. Bitcoin is a type of cryptocurrency or cryptoasset. Whilst the Board considers holding Bitcoin to be in the best interests of the Company, the Board remains aware that the FCA, the financial regulator in the United Kingdom of Great Britain and Northern Ireland ("UK") 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 considers 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 wishes 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 value 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 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 does not subscribe to such a negative view, especially in relation to Bitcoin. However, prospective investors in the Company are encouraged to do their own research before investing.

Overseas shareholders

The release, publication or distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore persons into whose possession this document comes should inform themselves of and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Forward looking statements

This announcement contains statements that are, or may be deemed to be, "forward-looking statements". Forward-looking statements give the Company's current expectations or forecasts of future events. An investor can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as 'anticipate', 'estimate', 'expect', 'intend', 'will', 'project', 'plan', 'believe', 'target', 'outlook', 'aim', 'ambition', 'could', 'goal', 'may', 'seek', 'should' and other words and terms of similar meaning. Forward-looking statements in this announcement include, but are not limited to, statements regarding the Company's strategy, plans and objectives, the expected timetable for the Capital Reduction, the initial directions hearing and the Court hearing to confirm the Capital Reduction, the expected effective date of the Capital Reduction, the creation of distributable reserves and any future corporate actions for which the Company may require distributable reserves.

Other than in accordance with their respective legal or regulatory obligations (including under the Market Abuse Regulation, the UK Listing Rules and the Disclosure Guidance and Transparency Rules of the FCA), the Company, Strand Hanson Limited and Tennyson Securities (a trading name of Shard Capital Partners LLP) expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained in this announcement, whether as a result of new information, future events or otherwise.

Accordingly, no assurance can be given that any particular expectation will be met and readers are cautioned not to place undue reliance on the forward-looking statements.

Forward-looking statements are subject to assumptions, inherent risks and uncertainties, many of which relate to factors that are beyond the Company's control or precise estimate. The Company cautions investors that a number of important factors could cause actual results to differ materially from those expressed or implied in any forward-looking statement. Any forward-looking statements made by or on behalf of the Company speak only as of the date they are made and are based upon the knowledge and information available to the Directors on the date of this announcement.