The directors present the strategic report for the year ended 31 March 2025.
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. The business offers homeowners the ability to sell their home for free, or for those customers that want more support, Purplebricks offers 'Boost' and 'Full House' packages, as well as other specific add-ons. The company also generates 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 year ended 31 March 2025 represents the group’s first full year of trading following the integration of the Purplebricks business with the existing Strike business, which was completed during the prior financial year.
As at 31 March 2025, the company had net current liabilities of £97.3m (2024: 56.6m) and net liabilities of £98.7m (2024: £57.3m), and, in the year ended on that date, the company incurred losses before tax of £43.2m (2024: £37.8m).
In March 2026, an effective change in management was undertaken, with Michael Bruce, founder of Purplebricks, and his brother Kenny Bruce, together with Neil Cartwright as Chief Financial Officer, re-joining the business. The returning management team previously founded and scaled Purplebricks from a start-up into one of the UK’s most recognised estate agency brands, achieving a public listing on AIM in 2015 and, at its peak, a market valuation in excess of £1 billion. Since re-joining, management has undertaken a review of the group’s operating model, cost base and management structure, with a renewed focus on marketing-led customer acquisition, conversion performance and operational efficiency.
Since the balance sheet date, the company has continued to make losses and has been reliant on shareholder and group funding to meet its obligations as they fall due. Additional funding of £32.65m has been received since the year end, and this has been utilised to support the working capital requirements of the business.
On 2 June 2026, subsequent to the balance sheet date, the company completed a comprehensive financial restructuring of its capital and debt structure. The restructuring comprised a subdivision of the company’s share capital on a 1,000:1 basis, a large-scale debt-to-equity conversion, the waiver of significant debt balances, the introduction of new interest-free loan facilities, and the issuance of new shares to key stakeholders. Of total debt of £104.9m outstanding at the point of completion, £29.4m of principal was converted into equity through the issue of 293,625,000 new ordinary shares (plus share premium), and £75.1m (comprising £51.6m of principal and £23.4m of accrued interest) was waived by the relevant lenders. Four new interest-free loan facilities were also put in place with Freston Ventures Investments LLP and Toscafund. The directors consider that this restructuring has strengthened the company’s balance sheet, reduced the ongoing cash interest burden of the business, and provides an improved capital base from which to pursue the group's strategy. Further details are set out in note 26 to the financial statements.
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 Purplebricks brand and the awareness that comes with it, combined with Strike’s operating model, 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 complementary 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 for a period of at least 12 months from the date of approval of these financial statements.
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, including continued investment in technology infrastructure.
Key indicators of performance are revenue and operating profit/loss. Group turnover for the year to March 2025 was £31.2m (2024: £31.1m), generating an operating loss of £35.7m (2024: £33.3m). The year-on-year increase in operating loss reflects the acquisition of the Purplebricks business and integration of this with the existing Strike business.
As at 31 March 2025, the group had net current liabilities of £97.3m (2024: £56.7m) and net liabilities of £98.7m (2024: £57.3m) and, in the year ended on that date, incurred losses before tax of £43.2m (2024: £37.8m). As at the same date, the company had net current liabilities of £89.2m (2024: £50.5m) and net liabilities of £90.2m (2024: £50.4m) and, in the year ended on that date, incurred losses before tax of £41.6m (2024: £36.7m).
Since the balance sheet date, the group has continued to incur losses and has been reliant on shareholder funding to meet its obligations as they fall due. Additional funding of £32.65m has been received since the year end and utilised to support the working capital requirements of the business, demonstrating the continuing financial support provided to the group by its shareholders.
These financial statements, however, reflect a period during which the business was undergoing significant integration, investment and transition. Since the balance sheet date, and particularly during 2026, the financial, operational and management position of the business has changed materially.
During 2026, a new management team was established, and a comprehensive review of the group's strategy, operating model and cost base was undertaken. In June 2026, the group completed a significant corporate restructuring under which £104.4m of shareholder debt was converted to equity or waived, and new shareholder facilities totalling £8.5m were established. The directors consider that this restructuring has materially strengthened the group's capital structure, reduced its ongoing cash interest burden and provided an improved financial platform from which to execute its strategy. Full details of the restructuring are set out in note 26 to these financial statements.
Management has also implemented a programme of operational and cost improvements to align the cost base with the group's revised strategy and operating model. These initiatives are delivering reductions in the cost base, and management continues to monitor their impact against its plans. Since the implementation of these changes, the business has demonstrated continued progress against its operational plan, with improvements across key trading metrics and a materially reduced cost base.
The directors have prepared detailed forecasts for the group covering the period to October 2027. These include a base case representing management's best estimate of future trading and a downside scenario incorporating slower revenue growth, delayed cost savings and adverse market conditions. The directors acknowledge that the forecasts are subject to external market trends, the group's operational execution and the availability of future funding. Having considered these factors, the directors believe that the current trajectory of the business and progress against the revised operational plan provide support for the assumptions reflected in those forecasts.
Freston Ventures Investments LLP (Freston) has provided a written letter of support pursuant to which it has committed to provide, for a period of at least twelve months from the date of approval of these financial statements, such financial support as may be required to enable the group to meet its liabilities as they fall due, to the extent that the group's other available sources of liquidity are insufficient. This commitment applies notwithstanding that the group's actual funding requirement may exceed that forecast in the downside scenario and is predicated on the Board continuing to execute the agreed strategy and business plan, actively managing performance and costs, and continuing to operate and develop the business with the objective of delivering sustainable growth and financial stability.
The Shareholder Lenders have also confirmed that they do not intend to demand repayment of the relevant shareholder loans during that period.
In assessing going concern, the directors have considered the group's current trading and forecasts, the progress made in implementing its revised strategy and reducing its cost base, the substantial restructuring of its capital position, the £32.65m of additional shareholder funding received since the balance sheet date and the continuing financial support confirmed by Freston.
The directors acknowledge that Freston's support is predicated on the Board continuing to execute the agreed strategy and business plan, actively managing performance and costs, and continuing to operate and develop the business with the objective of delivering sustainable growth and financial stability. The Board has resolved to continue to execute the agreed strategy and business plan and to actively manage the group's performance, cash position and cost base in accordance with that plan. In doing so, the Board considers that the group will continue to satisfy the conditions upon which the support under the letter of support has been provided.
Having considered all of the above factors, the directors have a reasonable expectation that the group and company 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.
On behalf of the board
The directors present their annual report and audited financial statements for the year ended 31 March 2025.
The results for the year are set out on page 11.
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:
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 events are detailed at note 26 to these financial statements.
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.
The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of financial risk management.
United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 parent 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 United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent 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 parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 parent 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 (together the 'group') for the year ended 31 March 2025 which comprise the group statement of comprehensive income, the group balance sheet, the parent company balance sheet, the group statement of changes in equity, the parent 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).
Basis for qualified opinion
Conclusions relating to going concern
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.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
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 expenditure and creditors cut-off and external financing partner balance movement posted to the profit and loss. Consequently, we were unable to determine whether any adjustments to such balances were necessary. In addition, were any adjustment to these balances to be required, the strategic report would also need to be amended.
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.
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 parent 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 parent 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 parent 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 parent 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 parent 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 going concern, revenue recognition, convertible loan notes, impairment of assets, negative goodwill, tangible fixed assets and provisions.
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.
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 parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by section 408 of the 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 £41,606,315 (2024 - £36,680,311 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 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 2025. 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 2025, the group had net current liabilities of £97.3m (2024: £56.7m) and net liabilities of £98.7m (2024: £57.3m) and, in the year ended on that date, incurred losses before tax of £43.2m (2024: £37.8m). As at the same date, the company had net current liabilities of £89.2m (2024: £50.5m) and net liabilities of £90.2m (2024: £50.4m) and, in the year ended on that date, incurred losses before tax of £41.6m (2024: £36.7m).
Since the balance sheet date, the group has continued to incur losses and has been reliant on shareholder funding to meet its obligations as they fall due. Additional funding of £32.65m has been received since the year end and utilised to support the working capital requirements of the business, demonstrating the continuing financial support provided to the group by its shareholders.
These financial statements, however, reflect a period during which the business was undergoing significant integration, investment and transition. Since the balance sheet date, and particularly during 2026, the financial, operational and management position of the business has changed materially.
During 2026, a new management team was established, and a comprehensive review of the group's strategy, operating model and cost base was undertaken. In June 2026, the group completed a significant corporate restructuring under which £104.4m of shareholder debt was converted to equity or waived, and new shareholder facilities totalling £8.5m were established. The directors consider that this restructuring has materially strengthened the group's capital structure, reduced its ongoing cash interest burden and provided an improved financial platform from which to execute its strategy. Full details of the restructuring are set out in note 26 to these financial statements.
Management has also implemented a programme of operational and cost improvements to align the cost base with the group's revised strategy and operating model. These initiatives are delivering reductions in the cost base, and management continues to monitor their impact against its plans. Since the implementation of these changes, the business has demonstrated continued progress against its operational plan, with improvements across key trading metrics and a materially reduced cost base.
The directors have prepared detailed forecasts for the group covering the period to October 2027. These include a base case representing management's best estimate of future trading and a downside scenario incorporating slower revenue growth, delayed cost savings and adverse market conditions. The directors acknowledge that the forecasts are subject to external market trends, the group's operational execution and the availability of future funding. Having considered these factors, the directors believe that the current trajectory of the business and progress against the revised operational plan provide support for the assumptions reflected in those forecasts.
Freston Ventures Investments LLP (Freston) has provided a written letter of support pursuant to which it has committed to provide, for a period of at least twelve months from the date of approval of these financial statements, such financial support as may be required to enable the group to meet its liabilities as they fall due, to the extent that the group's other available sources of liquidity are insufficient. This commitment applies notwithstanding that the group's actual funding requirement may exceed that forecast in the downside scenario and is predicated on the Board continuing to execute the agreed strategy and business plan, actively managing performance and costs, and continuing to operate and develop the business with the objective of delivering sustainable growth and financial stability.
The Shareholder Lenders have also confirmed that they do not intend to demand repayment of the relevant shareholder loans during that period.
In assessing going concern, the directors have considered the group's current trading and forecasts, the progress made in implementing its revised strategy and reducing its cost base, the substantial restructuring of its capital position, the £32.65m of additional shareholder funding received since the balance sheet date and the continuing financial support confirmed by Freston.
The directors acknowledge that Freston's support is predicated on the Board continuing to execute the agreed strategy and business plan, actively managing performance and costs, and continuing to operate and develop the business with the objective of delivering sustainable growth and financial stability. The Board has resolved to continue to execute the agreed strategy and business plan and to actively manage the group's performance, cash position and cost base in accordance with that plan. In doing so, the Board considers that the group will continue to satisfy the conditions upon which the support under the letter of support has been provided.
Having considered all of the above factors, the directors have a reasonable expectation that the group and company 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.
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.
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.
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.
As at the balance sheet date, the company was owed £68.7m by its subsidiaries. Due to the uncertainties related to future trading of the subsidiaries, these loans have been provided for in full.
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.
In the prior 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 in the prior and current 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.
Impairment of tangible fixed assets
During the year the directors carried out a detailed review of the tangible fixed assets held and in day-to-day use across the group. The group increasingly uses environmentally friendly, refurbished equipment that is provided and managed by a third party. The directors concluded that the historical cost of equipment previously capitalised no longer reflected the economic benefit expected to flow to the group. As a result, the remaining carrying value of these assets has been written off in full in the year, giving a charge of £203k as noted in Note 12. Future expenditure on equipment of this nature will be recognised in the profit and loss account in the period in which it is incurred.
On the acquisition of the Purplebricks Plc group of companies in June 2023, net negative goodwill of £470k was recognised in the year ended 31 March 2024. At acquisition, the directors expected to release this to the profit and loss account over three years, in line with the periods expected to benefit from the acquisition. During the current year, the directors continued the cost reduction strategy and refined the group's service proposition. As a result, they reassessed the periods expected to benefit and concluded that the negative goodwill should be fully released by the end of the current financial year, one year earlier than originally estimated. This has been treated as a change in accounting estimate and applied prospectively. The release recognised in the year was £470k.
Tangible fixed assets
A record of fixed assets movements was not adequately maintained in the year and therefore management has estimated the value of disposals which is disclosed at note 14. Computer disposals were estimated based on the average cost of equipment multiplied by the number of items likely to have been disposed of in the year with reference to staff leavers. The disclosure in the financial statements is considered to be management's best estimate.
Provisions
Provisions are recognised where the group has a present obligation arising from a past event, it is probable that settlement will be required, and the amount can be reliably estimated. The amounts recognised reflect management's best estimate, when each provision was made, of the expenditure required to settle the obligation. They are based on the information available at that date, including past experience and, where appropriate, external advice. Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. The actual outcome may differ from the amounts provided.
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 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 £164,798,781 (2024: £128,856,102) and deferred tax assets not recognised amounted to £44,320,656 (2024: £33,465,685). 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.
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.
More information on impairment movements in the year is given in note 12.
Details of the company's subsidiaries at 31 March 2025 are as follows:
* these entities are dormant
Repayments of bank loan 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.
During the year the company issued a total of £29.74m of convertible loan notes, at a 12% coupon rate with conversion terms of £20 per share, dependent upon certain conditions. Loans issued in previous periods amounted to £49.55m (including rolled up interest). During the year, the conversion terms of these loans were changed to align with those issued during the year. As at the year end, the earliest repayment date of these loans was 1 April 2026.
Other loans also included £812k 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 the company also issued separately, £1m and £1.5m of loan notes to third parties in exchange for media coverage and advertising services. Neither of the loan notes included an obligation to deliver cash on settlement. Conversion terms are at a 20% discount to the price of any third party investor over a certain investment level. The £1.5m loan note does however have a maturity date of 31 December 2025.
Refer to note 26 for events after the balance sheet date related to these loans.
The lettings provision was relating to legal claims and disputes relating to the lettings operations of the business acquired in the previous period. This provisions has been fully utilised and released in the year.
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.
During the year 90,000 Ordinary Shares of £0.01 each were issued with an aggregate nominal value of £900 for a total consideration of £1.8m.
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.
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:
Between 1 April 2025 and 2 February 2026, the company issued 940,000 Ordinary Shares of £0.01 each at a price of £20 per share, resulting in a share premium of £18,790,300.
On 31 December 2025, a convertible loan note in the sum of £1,500,000 was converted to 93,750 Ordinary Shares of £0.01 at a price of £16 per share, resulting in share premium of £1,499,062.
On 2 June 2026 the company completed a comprehensive financial restructuring of its capital and debt structure.
The restructuring comprised a share subdivision, a large-scale debt-to-equity conversion, the waiver of significant debt balances by certain lenders, the introduction of new interest-free loan facilities, and the issuance of new shares to key stakeholders. The effect of these changes is to substantially reduce the Company's debt burden, recapitalise the business, and establish a more sustainable funding platform going forward.
Nature of the event
Immediately prior to completion, the Company had 1,981,138 ordinary shares of £0.01 each in issue. These were subdivided on a 1,000:1 basis into 1,981,138,000 ordinary shares of £0.00001 each, in order to create sufficient granularity in the share capital to facilitate the subsequent debt-to-equity conversions and new share issuances at commercially meaningful prices.
Following the subdivision, 99.99% of the ordinary shares held by existing shareholders (1,980,939,878 shares) were re-designated as deferred shares, a class of share carrying no economic or voting rights of substance, with 198,122 ordinary shares of £0.00001 each retained by existing holders. This re-designation is a standard mechanism used in restructuring scenarios; it dilutes and neutralises the economic interest of pre-restructuring shareholders whilst preserving the legal share history of the Company, and is generally preferred over a share cancellation as it avoids potential complications under the Companies Act 2006.
At the point of completion, the Company's outstanding debt comprised the following:
Principal outstanding | £81,506,664 |
Accrued interest | £23,426,102 |
Total | £104,932,766 |
Of this balance:
£29,362,500 of principal was converted into equity, resulting in the issue of 293,625,000 new ordinary shares of £0.00001 each, plus share premium, to the converting creditors;
£51,644,164 of remaining principal was fully waived by the relevant lenders; and
£23,426,102 of accrued interest was fully waived by the relevant lenders,
giving total debt waived of £75,070,266. This represents a significant financial contribution from the lenders and a substantial write-off that will be reflected in the Company's accounting records in the period in which the restructuring completed. The remaining £500,000 of principal not converted or waived was rolled forward into a new working capital facility (see below).
As part of the restructuring, four new interest-free loan facilities were put in place, replacing the pre-existing debt arrangements:
Facility | Facility Limit | Drawn at Completion | Undrawn Headroom |
FVI LLP — Working Capital Loan | £5,050,000 | £2,062,083 | £2,987,917 |
FVI LLP — Bridging Loan (Toscafund working capital) | £950,000 | £387,917 | £562,083 |
FVI LLP — Bridging Loan (Toscafund share premium) | £2,499,750 | £50,000 | £2,449,750 |
Toscafund — Working Capital Loan | £950,000 | £nil | £950,000 |
The bridging loans in place with Freston Ventures Investments LLP, to cover working capital funds and share premium owed by Toscafund, were repaid to Freston Ventures Investments LLP on 29 September 2026.
The remaining working capital loans are repayable on 2 June 2029.
On 2 June 2026, the company issued 136,638,481 Ordinary Shares of £0.0001 each at par to Michael Bruce who was appointed director on the same date.
On 2 June 2026 the company issued 25,000,000 Ordinary Shares of £0.00001 each to Tosca Fund at a price of £0.10 each. £2,404,266 of the £2,499,750 share premium was paid to Freston on 29 September 2026, in settlement of the bridging loan provided and as detailed below.
On 2 June 2026 and as part of the restructure, each of Freston and Tosca Fund GP (7) Limited registered fixed and floating charges over all property, assts, undertaking and rights of the Group.
The debenture includes covenants with which the group must comply.
Between 15 and 29 September 2026, Freston loaned an additional £3.2m of working capital funds to the group on the same or similar conditions to the loans put in place on 2 June 2026.
The remuneration of key management personnel is as follows.
Unsecured convertible loan notes, in the group and company, amounting to £116,071 (2024: £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 £71,944,164 (2024: £42,200,000) were outstanding at year end to Freston. Robert Clarkson and Andrew Harrison were directors of Strike Limited during the financial year and designated members of Freston.
Unsecured convertible loan notes, in the group and company, amounting to £1,000,000 (2024: £28,109) were outstanding at year end to Channel Four Television Corporation (C4). No interest is payable.
Unsecured convertible loan notes, in the group and company, amounting to £1,500,000 (2024: £nil) were outstanding at year end to ITV AdVentures Limited. No interest is payable.
Refer to Note 26 for post balance sheet events impacting these loans.
Due to the structure of the shareholding, there is no controlling party.