The directors present the strategic report for the year ended 31 March 2024.

Strike Limited, and its subsidiaries (together the "group") who operate under the Purplebricks brand, are an online estate agency, offering letting and mortgage advice services also.

Purplebricks’ mission is to disrupt the traditional home selling process by offering a cost-efficient way of selling homes which enables the customer, through a technology platform, to take control over the selling process without incurring the equivalent fees charged by high street agents. During the period reported, the business offered homeowners the ability to sell their home for free, or for those customers that wanted more support Purplebricks had 'Boost' and 'Full House' packages, as well as other specific ad-ons. The company also generated revenue from referrals for conveyancing and other home moving associated services, as well as its mortgages advice and letting businesses.

On 2 June 2023, Purplebricks Property Limited, a wholly owned subsidiary of Strike Limited, acquired the trade, assets and substantially all of the liabilities of Purplebricks Group Plc for £1 with all existing employees transferring. The existing operations of the company were transferred to Purplebricks Property Limited.

As of 31 March 2024, the group had net current liabilities of £56.0m and net liabilities of £56.5m, and, in the period ended on that date, the group incurred losses before tax of £37.3m. During the year, the business was subject to market uncertainties resulting from the three further interest rate rises and significant changes in policy imposed by legislative authorities which impacted performance in the year. The housing market slowed and mortgage lenders amended product offerings and further increased mortgage interest rates.

In late 2023, following the transfers and the creation of a consolidated business, a review of the business structure and cost base was initiated. Post year end, the business and management have continued to refine the business model and review the cost base to best serve the products offered to customers.

The group operates in a highly competitive environment within the real estate sector, where traditional estate agents present a challenge to its market share and profitability. The directors believe that its distinctive proposition sets it apart from conventional estate agencies.

The acquisition of the Purplebricks business adds a well-established brand and the considerable brand awareness that comes with it, to Strike’s innovative business model to create a powerful synergy. The combination provides a unique opportunity to offer a compelling, customer-centric, value proposition.

The directors acknowledge the susceptibility of customer demand to fluctuations in market conditions and mortgage interest rates. They are aware that revenue streams, particularly those reliant on property completions, could be adversely impacted by downturns in the market. Nonetheless, the persistent need among a significant segment of homeowners and first-time buyers to relocate underscores the enduring demand for real estate services. The directors are confident that the group's complimentary offering, combined with its innovative approach to sales, positions it as the preferred agent in the market. This strategy is anticipated to safeguard the business against market volatilities and reinforce its standing as the agent of choice for consumers seeking reliability and innovation in their real estate transactions.

To reduce potential exposure to liquidity risk, the group has ensured a diversified range of real estate revenue streams and the integration of financial services. This diversification strategy enhances the group’s financial resilience by providing multiple sources of income to enable a quick change in strategy across multiple revenue streams. The company and the group continue to receive robust backing from its shareholders, who have reaffirmed their commitment to provide financial support in alignment with the forecast through September 2026, as detailed at Note 1.4.

To support its digitally enabled business, the group undertakes an ongoing programme of development as part of its strategy to lead change across the business and industry.

Key indicators of performance are revenue and operating profit/loss. Group turnover for the year to March 2024 was £31.1m (2023: £13.2m), generating an operating loss of £33.3m (2023: £18.4m). The year-on-year increase in revenue and operating loss reflects the acquisition of the Purplebricks business and integration of this with the existing Strike business.

The group has continued to make significant losses throughout the period ended 31 March 2024 and up to the date of signing of these financial statements. Such losses have been supported by further shareholder funding. As of 31 March 2024, the company had borrowings of £50.4m. A significant shareholder has confirmed that they will continue to support the company and the group for the foreseeable future and the shareholders have collectively confirmed they will not demand repayment of their loans to the company for at least a period of 12 months from the date of approval of these financial statements.

The forecasts are subject to external market trends, the company’s operational execution and the long-term availability of future funding. In light of such risks, there is a material uncertainty that may cast significant doubt on the company’s and the group’s ability to continue as a going concern. Notwithstanding this material uncertainty, the directors remain confident in the strategy, future direction, and long-term plans of the business. The directors therefore have a reasonable expectation that the company and the group will have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing these financial statements.

See further information in note 1.4 of the financial statements.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 March 2024.

The principal activity of the company and group continued to be that of online estate agency providing sales, lettings and mortgage advice services.

The results for the year are set out on page 10.

No dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

During the period we conducted 'Colleague Forum', monthly, with representatives from all the departments and divisions within the company, chaired by a nominated colleague as 'Chairperson'. Each of the representatives spent time in their respective areas canvassing feedback and suggestions that were then tabled at the meeting for discussion. These meetings were hosted by our Head of Culture & Engagement and designed to facilitate an open and transparent forum for colleagues to give feedback and any views and suggestions to the company.

Directors involvement

The CEO conducted regular Town Hall meetings, where the group’s performance and direction was discussed, with colleagues able to ask questions and obtain further clarification. The CEO also met on a regular basis with new colleagues who joined the business, to share his company vision and mission.

The directors have conscientiously considered and prioritised employee interests throughout the financial period, recognising the pivotal role employees play in the success of the group. This consideration has significantly influenced key decisions undertaken by the group, reflecting a commitment to fostering a positive and inclusive workplace environment, ultimately contributing to the overall growth and sustainability of the business. Salary structures, benefits, and incentives are reviewed to attract and retain our top talent.

Subsequent to year end and through date of approval of these financial statements, the group and company received a total of £29.74m in additional loans from investors. The loans bear the same terms and conditions as previous loans as disclosed in note 18.

In March 2025, the directors approved the allotment of up to 5,000 Ordinary Shares at a price of £20 per share.

In August 2025, the directors approved the allotment of a further 2,500 Ordinary Shares at a price of £20 per share.

Following these authorisations, and prior to the date of the approval of these financial statements, 522,500 Ordinary Shares of £0.01 were issued to Sir Charles William Dunstone, a majority shareholder, for cash consideration of £20 per share.

The business continues to operate as an online estate agent, providing customers a fairer way to sell their house. Since the year end the group has continued to evolve its product offering to ensure customers save money, benefit from our expert estate agents and can choose a package and payment option to suit them. The business has also continued to review and refine the cost base of the business to ensure we operate in the most efficient way following the integration of the Strike and Purplebricks businesses.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company and group is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company and group is aware of that information.

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the ;

• prepare the on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Qualified opinion

We have audited the financial statements of Strike Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 March 2024 and of the group's loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for qualified opinion

Upon the acquisition of the Purplebricks business on 2 June 2023 and during the period, the group used an external financing partner to finance customers’ property service fees. Both the group and the financing partner did not maintain adequate records. Accordingly, we were unable to satisfy ourselves, at both the date of acquisition and at the balance sheet date, as to amounts that could be owed from the financing partner for customer remittances, and as to amounts owed to the financing partner for refunds arising from customer cancellations. Consequently, we were unable to determine whether any adjustment to amounts included in debtors as £nil and creditors at £1,560,644 was necessary, and whether there was any consequential impact on the Purchase Price Allocation and the resulting opening balance of negative goodwill stated at £5,065,378, the amortisation of negative goodwill in the period of £4,595,501, and the remaining balance of negative goodwill as at 31 March 2024, of £469,877.

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Material uncertainty relating to going concern

We draw attention to Note 1.4 in the financial statements, which indicates that the group incurred a net loss of £37.8m during the year ended 31 March 2024 and, as of that date, the group had net current liabilities of £56.7m and net liabilities of £57.3m. Since 31 March 2024 the parent company and the group have continued to make significant losses. They are dependent upon the continued financial support of the ultimate significant shareholders, who have confirmed such support for a period of 12 months from the date of approval of these financial statements. These events or conditions, along with other matters as set forth in Note 1.4, indicate that a material uncertainty exists that may cast significant doubt on the parent company and group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the balances arising from the arrangements with the external financing partner and the consequential impact on negative goodwill and amortisation thereof. We have concluded that where the other information refers to related balances such as operating losses, net current liabilities and net liabilities, it may be materially misstated for the same reason.

Opinions on other matters prescribed by the Companies Act 2006

As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the balances arising from the arrangements with the external financing partner and the consequential impact on negative goodwill and amortisation thereof. We have concluded that where the other information refers to related balances such as operating losses, net current liabilities and net liabilities, it may be materially misstated for the same reason.

Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of our audit:

• The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Except for the matter described in the basis of qualified opinion section of our report, in the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

Arising solely of the limitation on our work relating to debtors, creditors, purchase price allocation and negative goodwill, described above:

• we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

• we were unable to determine whether adequate accounting records had been maintained.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's and group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

As part of our planning process:

• We enquired of management the systems and controls the group and company has in place, the areas of the financial statements that are most susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. The group and company did not inform us of any known, suspected or alleged fraud.

• We obtained an understanding of the legal and regulatory frameworks applicable to the group and company. We determined that the following were most relevant: FRS 102, Companies Act 2006 and its responsibilities as an appointed representative for FCA purposes.

• We considered the incentives and opportunities that exist in the group and company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.

• Using our knowledge of the group and company, together with the discussions held with the company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

• Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual.

• Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.

• Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates, in particular in relation to valuation of provisions, assessment of fair value of purchase price allocation, credit facility arrangement, convertible loan notes, revenue recognition, impairment of intra-group debts and going concern.

• Assessing the extent of compliance, or lack of, with the relevant laws and regulations.

• Testing key revenue lines, in particular cut-off, for evidence of management bias.

• Obtaining third-party confirmation of material bank and loan balances.

• Documenting and verifying all significant related party and consolidated balances and transactions.

• Reviewing documentation such as the company board minutes for discussions of irregularities including fraud.

• Reviewing documentation related to the business combination and verifying significant balances introduced.

• Testing all material consolidation adjustments.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £36,680,311 (2023 - £15,419,251 loss).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Strike Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 146 Freston Road, London, W10 6TR.

The group consists of Strike Limited and all of its subsidiaries (together the "group").

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures

The acquisitions of subsidiaries and businesses are accounted for using the purchase method. In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities of the acquired business. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. Where the net amount of the identifiable assets, liabilities and provisions for contingent liabilities exceeds the cost of the business combination, this results in the recognition of negative goodwill (see note 1.7).

Results included in the financial statements for Purplebricks Property Limited are for the period since incorporation from 9 May 2023.

The consolidated group financial statements consist of the financial statements of the parent company Strike Limited, together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 March 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

As at 31 March 2024, the group had net current liabilities of £56.7m, net liabilities of £57.3m and, in the year ended on that date, the group incurred losses before tax of £37.8m. On the same date, the company had net current liabilities of £50.5m, net liabilities of £50.4m and, in the year ended 31 March 2024, incurred losses before tax of £36.7m. Since 31 March 2024 the company and group have continued to make losses and have been reliant on shareholder funding. Additional shareholder funding of £40.2m has been received since year end, and this has been utilised to support the operations of the business.

While the company and the group have continued to make significant losses and been reliant on shareholder support up to the date of signing these financial statements, the directors have implemented a strategic cost reduction programme to align the company and group with the new corporate structure and long-term strategy of the business, and this is delivering a reduction in the cost base of the business.

The directors have prepared detailed forecasts of the group, covering a period to 31 December 2026. This included preparing a robust base case forecast which reflects the directors’ best estimate of future trading, as well as a downside scenario reflecting a plausible reduction in trading performance in which further adverse market conditions impact listing volumes and gross margins. Under these forecasts, the company and group remains reliant on continued shareholder support.

The company has obtained a letter of support from a significant shareholder, confirming their intention to provide financial assistance sufficient to support the group operations up to the funding levels presented in the downside scenario for at least 12 months from the date of approval of these financial statements. In the opinion of the directors, based on current projections, the funding levels presented in such scenario will not be breached. Furthermore, the shareholders have collectively confirmed that, notwithstanding their legal rights, they do not intend to demand repayment of existing loans for the period through to 30 September 2026. The company has confirmed that it will continue to support its subsidiaries for the foreseeable future and will not demand repayment of its loans to them, for at least a period of 12 months from the date of approval of these financial statements.

As well as the strategic cost reduction programme noted above, further actions are expected to be implemented during the remainder of 2025 and in 2026, to continue the reduction of costs across the business. In addition to this, the directors expect to put in place other initiatives to grow the business and drive improved efficiency. These actions combined with Purplebricks’ position in the marketplace are expected to improve the performance of the business and give the directors confidence that further funding will be available beyond 30 September 2026.

The forecasts are subject to external market trends, the group's operational execution and the long-term availability of future funding. In light of such risks, this indicates there is a material uncertainty that may cast significant doubt on the company’s and group’s ability to continue as a going concern. Notwithstanding this material uncertainty, the directors remain confident in the strategy, future direction and long-term plans of the business. The directors therefore have a reasonable expectation that the company and group will have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing these financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

The group generates turnover from instruction to list property for sale, referrals for home related services, lettings and mortgage servicing activities. The group is entitled to an instruction fee at the point at which a property is listed for sale. The group offers additional services to customers who list their properties for sale, which are typically charged for at the same time as the instruction.

Where the group introduces sellers and buyers of properties to one of the group's third party partners for conveyancing or other home related services, the group earns commission for these referrals, which is due at the completion of the property transaction. Turnover from mortgages or other financial services comprises referral commissions and is recognised on the basis of the performance of contractual obligations and to the extent that the right to consideration has been earned. The group acts as an agent of the third party partner which contracts directly with the seller of the property and which invoices that seller directly. Therefore, the group recognises as revenue only the referral fee earned from the third party partner, which is the customer of the group.

The group enters into contracts with landlords to provide rent collection and other tenant management services. Fees charged to landlords in exchange for the ongoing management of their rental properties become due to the company monthly in arrears over the period of the tenancy.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Where the fair value of the group’s interest in the assets, liabilities and contingent liabilities acquired exceeds the cost of the business combination, negative goodwill arises. The group, after consideration of the assets, liabilities and contingent liabilities acquired and the cost of the combination, recognises negative goodwill on the balance sheet and releases this to profit and loss, up to the fair value of non-monetary assets acquired, over the periods in which the non-monetary assets are recovered and any excess over the fair value of non-monetary assets in the income statement over the period expected to benefit.

The attributable non-monetary assets acquired are tangible and intangible fixed assets, which are expected to benefit the group over the next 2 years. The excess over the fair value of non-monetary assets is linked to the recovery of trade debtors in the current period. Accordingly, this excess has been released to the profit or loss in this period.

Intangible assets are initially recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangibles acquired through business combinations are recognised separately from goodwill at the acquisition date where the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including trade creditors, loans from fellow group companies and loans from shareholders, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

The component parts of compound instruments issued by the group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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 reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end 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. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

Short term benefits, including holiday pay and other similar benefits, are recognised as an expense in the period in which the service is received, unless otherwise required to be recognised as a part of fixed assets.

Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The judgements, estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

On 2nd June 2023, the group completed the acquisition of the trade, assets and liabilities of the Purplebricks Group Plc. The transaction was accounted for as a business combination under FRS 102 Section 19 "Business Combinations and Goodwill" using the purchase method. Under FRS 102 the group was required to determine the fair value of the identifiable assets and liabilities of the acquired business so as to allocate the cost of the business combination. Determining the fair value of identifiable assets and liabilities requires the use of significant judgement and estimation by the directors as detailed further below.

The fair value of debtors was assessed based on an estimate of the amounts expected to be collected. This included a review of historical collection rates, age of balances, credit risk profiles of counterparties, and the existence of any specific indicators of impairment. Receivables that were deemed not to be recoverable were excluded from the fair value recognised at acquisition. In determining the fair value, management applied judgment in:

• Assessing the likelihood of recovery for each material debtor balance;

• Estimating the time to collection, including the impact of any disputes or long-outstanding balances;

• Evaluating the adequacy of the acquiree’s bad debt provision and adjusting where necessary to reflect group policy and expected credit losses.

The directors determined that amounts collected shortly after acquisition provided the most reliable evidence of recoverable value unless affected by an event which arose following the acquisition. The net adjustment of £3.6m recognised against debtors reflects the adjustment to bad debt provisions held in the acquired entity’s accounts at the date of acquisition.

A detailed review was undertaken to identify separable intangible assets that met the recognition criteria of FRS 102. This included consideration of customer relationships, brand names, proprietary technology, software, and internally developed intellectual property. Key judgments included determining whether intangible assets were separately identifiable from goodwill, based on:

• the contractual or legal rights or separability from the business.

• whether it is probable that any future economic benefit associated with the item will flow to or from the entity; and

• whether the item has a cost or value that can be measured reliably.

The directors concluded that the only intangible assets which met the above criteria were certain software or software related assets which were recognised at a fair value of £0.5m. Intangible assets with a book value of £4.0m immediately prior to the acquisition were not recognised as it was determined that these assets required a significant amount of further investment to generate future economic benefit to the group.

At the acquisition date, the balance sheet of the acquired business had a provision of £2.1m relating to legal claims and disputes relating to the lettings operations. The directors evaluated the status of the underlying claims and considered all information available, including legal advice, the likelihood of claim outcomes, estimations of potential financial exposure. and developments that had occurred after ascertaining the above provision estimate, but were indicative of conditions existing at the acquisition date.

The directors estimated that the fair value of the provision at the acquisition date was £0.2m, reflecting the probable outflows required to settle the obligation over the next 2 years. These estimates are nonetheless inherently uncertain and subject to change as new information becomes available. The directors’ assessment as at the period-end was unchanged.

The group has a credit financing agreement in place with an external financing partner. Under this arrangement, funds were advanced to the group upon entering transactions with customers, with any subsequent customer refunds being required to be remitted back to the financing partner. Management has exercised judgement as at the date of acquisition and at the reporting date, assessing amounts due to the financing partner in respect of potential customer refunds, which are presented as current liabilities and receivables from the financing partner in respect of completed sales, which are presented as current assets. This classification requires judgement regarding the timing of settlement and the substance of the arrangement and an estimate of the amounts presented. We refer you to the limitation of scope expressed in the auditors opinion in this respect.

Convertible loan notes

During the year, the terms of certain loan notes were amended to include conversion rights, however the coupon rate remained unchanged. In addition, new convertible loan notes were issued during the year, with comparable terms. In determining whether any equity element might be attributable to these convertible loan notes, the directors have considered whether the attaching coupon is at below market rate due to the presence of conversion terms. On the basis that the coupon rate was set prior to the amendment of the terms, and was unchanged, and that the new loans attracted the same terms, the directors are of the opinion that no value attaches to those conversion terms. In reaching this judgement, the directors have also considered the risk attaching to the convertible loan notes and are of the opinion that it is representative of market risk. Accordingly, no equity value has been attributed to the convertible loan notes in these financial statements.

Going concern

The directors consideration of going concern includes a number of areas of judgement and estimate, a summary of which is provided at note 1.4.

Recoverability of intra-group balances

As at the balance sheet date, the company was owed £25.3m by its subsidiaries. Due to the material uncertainties related to future trading and the going concern of the group, these loans have been provided for in full.

Revenue recognition

As part of its mortgage servicing activities, Purplebricks Mortgages Limited (PBM) completes services which are maintained in an 3rd party managed reserve to comply with the terms of services fulfilled. PBM is contractually entitled to such funds where the total reserve value exceeds 25% of written policies. As of year-end, current policies have continued to grow and the 25% threshold of total written policies has not yet been achieved. Although a contractual right to the funds flow to PBM, management consider that the timing and amounts of funds cannot be reliably determined and therefore does not meet the criteria for recognition.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The actual charge/(credit) for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

At the year end, total trading losses carried forward amounted to £128,856,102 (2023: £91,410,152) and deferred tax assets not recognised amounted to £33,465,685 (2023: £21,415,200). No deferred tax asset has been recognised as the company cannot be certain that there will be future taxable profits. Any changes in future tax rates will impact the tax benefit of any offset of these losses.

Details of the company's subsidiaries at 31 March 2024 are as follows:

Repayments of capital and interest are due on a monthly basis. Interest on the bank loan is calculated on a daily basis at a fixed rate of 2.5% per annum. The bank loan is unsecured.

Other loans of £50,362,181 include £17.65m of Loan Notes issued in previous accounting periods. During the year, all of the terms of these loan notes were amended such that as at 31 March 2024, they had equity conversion terms with a 12% coupon rate. At the year end, the Convertible Loan Notes could be converted at any time at a price of £30 per share. Subsequent to the year end, the conversion price was amended to £20 per share and the earliest repayment date set at 1 April 2026.

Other loans also included £701k of Convertible Loan Notes issued in 2016, redeemable by 21 January 2024. As the terms have expired, these loans are now repayable on demand.

During the year, £700k of new loans notes were issued with a 12% coupon, and are repayable on demand, but not prior to 12 May 2023. These were subsequently amended such that as at 31 March 2024, conversion and repayment terms were in line with historic notes as noted above. Subsequent to the year end, the conversion price was amended to £20 per share and the earliest repayment date set at 1 April 2026.

Details of the lettings provision are at Note 2.

The onerous lease provision is to cover the anticipated costs to exit a lease taken on at acquisition of trade and assets of Purplebricks Group Plc. The dilapidations provision is in relation to the same lease. The provision is expected to unwind over the next 12 months.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

All shares rank pari passu.

The share premium account includes any premiums received on issue of share capital.    

Other reserves include the discounted equity element attributable to the convertible loan notes and the capital distribution arising from modifications to the interest terms of loans with connected parties.

On 2 June 2023 the group acquired the trade, assets and substantially all of the liabilities of Purplebricks Group Plc for £1 with all existing employees transferring. The following table summarises the consideration paid, the fair value of assets acquired and liabilities assumed.

Intangible Fixed assets at acquisition included internally generated software

As part of the acquisition, the directors conducted a review to identify any separately identifiable intangible fixed assets in line with Section 18 of FRS 102 (Intangible Assets other than Goodwill) and review the values associated with acquired internally generated assets.

Following this assessment, the directors concluded that internally generated software could not be recognised, as detailed at Note 2.

Trade and other receivables

Trade debtors acquired as part of the business combination have been recognised at their estimated recoverable amount, being the best estimate of the consideration expected to be received. Further detail has been included at Note 2, however we draw your attention to the limitation of scope as detailed in the audit opinion in respect of this balance.

Provisions

As part of the acquisition during the financial year, the directors reviewed and assessed the fair value of the liabilities assumed at the date of acquisition, in accordance with the requirements of Section 19 of FRS 102 (Business Combinations and Goodwill).

Further details of the basis of directors’ estimate are provided at Note 2.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Subsequent to year end and through date of approval of these financial statements, the group and company received a total of £29.74m in additional loans from investors. The loans bear the same terms and conditions as previous loans as disclosed in note 18.

In March 2025, the directors approved the allotment of up to 5,000 Ordinary Shares at a price of £20 per share.

In August 2025, the directors approved the allotment of a further 2,500 Ordinary Shares at a price of £20 per share.

Following these authorisations, and prior to the date of the approval of these financial statements, 522,500 Ordinary Shares of £0.01 were issued to Sir Charles William Dunstone, a majority shareholder, for cash consideration of £20 per share.

The remuneration of key management personnel is as follows.

Unsecured convertible loan notes, in the group and company, amounting to £116,071 (2023: £116,071) were outstanding at year end to Lord D Stevenson, father of Heneage Stevenson who was a director and shareholder during the year. No interest is payable.

Unsecured loan notes, in the group and company, amounting to £42,200,000 (2023: £15,800,000) were outstanding at year end to Freston Ventures LLP. Robert Clarkson and Andrew Harrison are directors of Strike Limited and designated members of Freston Ventures LLP.

Unsecured convertible loan notes, in the group and company, amounting to £28,109 (2023: £Nil) were outstanding at year end to Channel Four Television Corporation (C4). No interest is payable.

Due to the structure of the shareholding, there is no controlling party.

During the year ended 31 March 2021, the company issued 15,401 options to an existing shareholder in return for consultancy services to be delivered over a 3 year period and valued at £1,499,903 (reflecting the share value at that time). The options were then exercised. In previous financial statements, the value of the consultancy services was being expensed to administrative expenses over the 3 year period. However as no services were provided the cost should have been recognised in full when the options were issued. Therefore the accounting for this transaction has been amended as follows: