Company Registration No. 13746076 (England and Wales)
Project Spark Topco Limited
Annual report and
group financial statements
for the year ended 31 December 2023
Project Spark Topco Limited
Company information
Directors
Garrett Curran
Sir Simon Fraser
Gregor Kreuzhuber
Edward Richards
Susan Murphy
(Appointed 1 January 2023)
Sir Ian Powell
(Appointed 1 January 2023)
Company number
13746076
Registered office
The Harley Building
77 New Cavendish Street
London
W1W 6XB
Independent auditor
Saffery LLP
71 Queen Victoria Street
London
EC4V 4BE
Project Spark Topco Limited
Contents
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 9
Income statement
10
Group statement of financial position
11
Company statement of financial position
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 34
Project Spark Topco Limited
Strategic report
For the year ended 31 December 2023
1

The directors present their Strategic Report together with the audited financial statements for the period ended 31 December 2023.

Principal activities and business review

The Flint Group ('Group') supports companies who face challenges from regulatory, policy and political change in national, European and international markets. We are experts in policy, politics, regulation and competition.

Results

2023 has been an important development year for the Group. Significant new growth investments were made, notably our expansion into the APAC market with the opening of new offices in Singapore and Hong Kong. These offices have had a solid start with multiple clients already in contract.

 

Other investments this year supported expansion in European markets, with the opening of an office in Ireland and continued investment in France and Brussels.

 

These investments are showing promising profitability and steady ongoing growth in 2024.

 

Even with these new investments, a steady Adjusted EBITDA margin has been maintained in the year. Adjusted EBITDA for the 12 months ending 31 December 2023 was £8.6m (2022 overall: £11.7m) (2022 core: £9.3m).

 

Core retainer and project revenue remained healthy and grew by 8%. Retainer revenue represented more than 64% of revenue. (2022: 51%) The fall of 8% in overall trading Group revenue from professional services was a consequence of an exceptional success fee achieved in 2022.

 

Although market conditions for consultancy were challenging throughout the year in the UK and Europe. The Group grew its core revenue against a backdrop of political and economic uncertainty affecting the sectors Flint services, including technology, energy & sustainability, utilities, and financial services.

 

During the year employee numbers grew from 120 to 134. This represents a mix of delivery staff across all levels and geographies as well as limited growth in the support function to provide necessary infrastructure as the business grows.

During the period cash generation continued to be strong.

Project Spark Topco Limited
Strategic report (continued)
For the year ended 31 December 2023
2
Key performance indicators

The directors consider earnings before interest, tax, depreciation and amortisation (EBITDA), turnover and employee numbers to be the principal measures of performance.

 

The trading Group results for the 12-month periods ending 31st December:

 

 

2023

2022

2021

Turnover

31.6

34.3

22.6

Adjusted Reported EBITDA

8.6

11.7

6.9

Adjusted Underlying Core EBITDA

8.6

9.3

6.9

Employee numbers

134

120

64

 

 

Success fees have historically been an important though variable revenue element. In 2022, one particularly large success fee (£3.0m revenue, £2.4m EBITDA) was excluded from the Adjusted Underlying Core EBITDA.

 

Adjusted EBITDA is before one-off costs relating to legal and professional and costs of a discontinued service.

 

These key performance indicators are managed through weekly and monthly reporting, covering all operations of the business. The partner group and Board review this information regularly in detail, including, revenue, costs, and profitability. As well as winning new clients we have seen strong retention of existing clients and organic revenue growth of many of them. We have a clear strategic plan for growth through the expansion of services in wider markets in 2024 and beyond.

Principal risks and uncertainties

The Group operates in competitive markets for the provision of consultancy services and for highly qualified and experienced people. The profitability of the Group depends upon matching the supply of high-quality staff to the needs of our clients. We ensure appropriate profitability by managing costs of retained staff against revenues and other costs on a weekly basis and seeking to ensure our cost base is covered by our recurring retainer revenues. The wider contextual risk has been the evolving political and economic situation following the pandemic, inflation and heightened geopolitical tension. During our day-to-day operations, we face several other risks and uncertainties.

The Board considers the matters described below to be the other principal risks that currently face Flint and that could also affect the business, its results and the delivery of its long-term strategy.

Market risk

Economic uncertainties in many of the major markets could have an adverse impact on client demand and hence profitability and cash flow. We have sought to mitigate this risk by broadening the services we offer, increasing our geographic coverage and maintaining close weekly scrutiny of our performance metrics.

Project Spark Topco Limited
Strategic report (continued)
For the year ended 31 December 2023
3

People and employees

High-quality staff are vital for our success and ensuring their recruitment, development, and retention addresses a key risk in the business. We strive to create a diverse, supportive, and positive working environment within the company.

 

 

Reputational risk

Our reputation for excellence and integrity is central to our performance and brand. We are careful to consider reputational risk in all our commercial and management decision-making, including through consultation with our Ethics and Reputation Committee.

 

Liquidity risk

To maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the Group's senior management team in this period applied close scrutiny to revenues, payments and cash flow on a weekly basis.

 

Credit risk

The Group's principal financial assets are bank balances and cash, trade and other receivables.

 

The Group's credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows.

 

Foreign exchange currency exposure

The Group is exposed to currency exchange risk due to a proportion of its revenue and expenditure being denominated in euros. The Company monitors this exposure to maintain a natural hedge by ensuring that, as far as possible, the exposure on receivables is offset by the exposure on payables. There is additional exposure on other non-sterling currencies, but the transactional values are not significant, and the risk is considered low.

On behalf of the board

Edward Richards
Director
14 June 2024
Project Spark Topco Limited
Directors' report
For the year ended 31 December 2023
4

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities

The principal activity of the company continued to be that of strategy and management consultants.

Results and dividends

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

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

Directors

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

Garrett Curran
Sir Simon Fraser
Nigel Gardner
(Resigned 22 May 2024)
Emily Henderson
(Resigned 1 February 2024)
Gregor Kreuzhuber
Edward Richards
Susan Murphy
(Appointed 1 January 2023)
Sir Ian Powell
(Appointed 1 January 2023)
Mary Starks
(Appointed 1 January 2023 and resigned 15 December 2023)
Catherine Wake
(Resigned 1 January 2023)
Auditor

In accordance with the company's articles, a resolution proposing that Saffery be reappointed as auditor of the group will be put at a General Meeting.

Statement of directors' responsibilities

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:

 

 

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.

Project Spark Topco Limited
Directors' report (continued)
For the year ended 31 December 2023
5
Statement of disclosure to auditor

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 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 is aware of that information.

On behalf of the board
Edward Richards
Director
14 June 2024
Project Spark Topco Limited
Independent auditor's report
To the members of Project Spark Topco Limited
6
Opinion

We have audited the financial statements of Project Spark Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group income statement, the group statement of financial position, the company statement of financial position, 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 the financial statements:

 

We have audited the financial statements, included within the Annual report and financial statements (the “Annual Report”), which comprise: Statement of financial position as at 31 December 2022; Statement of comprehensive income and the Statement of changes in equity for the period then ended; and the notes to the financial statements, which include a description of the significant accounting policies.

Basis for opinion

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 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.

Project Spark Topco Limited
Independent auditor's report (continued)
To the members of Project Spark Topco Limited
7

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. 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.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

Matters on which we are required to report by exception

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.

 

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:

 

Responsibilities of directors

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 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.

Auditor's responsibilities for the audit of the financial statements

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.

Project Spark Topco Limited
Independent auditor's report (continued)
To the members of Project Spark Topco Limited
8

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

 

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the group and parent company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the group and parent company by discussions with directors and by updating our understanding of the sector in which the group and parent company operates.

 

Laws and regulations of direct significance in the context of the group and parent company include The Companies Act 2006 and UK Tax legislation.

 

Audit response to risks identified

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of group and parent company financial statement disclosures. We reviewed the parent company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the parent company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

As group auditors, our assessment of matters relating to non-compliance with laws or regulations and fraud differed at group and component level according to their particular circumstances. Our communications included a request to identify instances of non-compliance with laws and regulations and fraud that could give rise to a material misstatement of the group financial statements in addition to our risk assessment.

 

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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.

Project Spark Topco Limited
Independent auditor's report (continued)
To the members of Project Spark Topco Limited
9

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 auditors 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.

 

Lorenzo Mosca
Senior Statutory Auditor
For and on behalf of Saffery LLP
24 June 2024
Chartered Accountants
Statutory Auditors
Project Spark Topco Limited
Group income statement
For the year ended 31 December 2023
10
Year
Period
ended
ended
31 December
31 December
2023
2022
Notes
£
£
Turnover
3
31,609,194
34,840,664
Administrative expenses
(29,313,654)
(29,272,378)
Operating profit
4
2,295,540
5,568,286
Interest receivable and similar income
8
827
5,746
Interest payable and similar expenses
9
(3,564,280)
(4,151,151)
(Loss)/profit before taxation
(1,267,913)
1,422,881
Tax on (loss)/profit
10
(1,593,644)
(1,462,518)
Loss for the financial year
(2,861,557)
(39,637)
Loss for the financial year is all attributable to the owners of the parent company.
Project Spark Topco Limited
Group statement of financial position
As at 31 December 2023
31 December 2023
11
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
11
44,594,266
50,160,640
Tangible assets
12
123,123
134,538
Investments
13
70,000
70,000
44,787,389
50,365,178
Current assets
Debtors
15
7,727,484
9,142,887
Cash at bank and in hand
3,291,358
2,479,086
11,018,842
11,621,973
Creditors: amounts falling due within one year
16
(6,148,429)
(10,064,141)
Net current assets
4,870,413
1,557,832
Total assets less current liabilities
49,657,802
51,923,010
Creditors: amounts falling due after more than one year
17
(51,489,516)
(51,120,006)
Provisions for liabilities
Deferred tax liability
19
14,125
9,727
(14,125)
(9,727)
Net (liabilities)/assets
(1,845,839)
793,277
Capital and reserves
Called up share capital
22
8,121
8,000
Share premium account
48,475
842,010
Equity reserve
176,910
-
0
Capital redemption reserve
14
-
0
Profit and loss reserves
(2,079,359)
(56,733)
Total equity
(1,845,839)
793,277
The financial statements were approved by the board of directors and authorised for issue on 14 June 2024 and are signed on its behalf by:
14 June 2024
Edward Richards
Director
Company Registration No. 13746076 (England and Wales)
Project Spark Topco Limited
Company statement of financial position
As at 31 December 2023
31 December 2023
12
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
13
1
1
Current assets
Debtors
15
1,005,275
910,788
Net current assets
1,005,275
910,788
Net assets
1,005,276
910,789
Capital and reserves
Called up share capital
22
8,121
8,000
Share premium account
48,475
842,010
Equity reserve
176,910
-
0
Capital redemption reserve
14
-
0
Profit and loss reserves
771,756
60,779
Total equity
1,005,276
910,789

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 period was £127,954 (2022 - £60,779 profit).

The financial statements were approved by the board of directors and authorised for issue on 14 June 2024 and are signed on its behalf by:
14 June 2024
Edward Richards
Director
Company Registration No. 13746076 (England and Wales)
Project Spark Topco Limited
Group statement of changes in equity
For the year ended 31 December 2023
13
Share capital
Share premium account
Equity reserve
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 16 November 2021
-
-
-
0
-
0
-
-
Period ended 31 December 2022:
Loss and total comprehensive income
-
-
-
-
(56,733)
(56,733)
Issue of share capital
22
8,000
842,010
-
-
-
850,010
Balance at 31 December 2022
8,000
842,010
-
0
-
0
(56,733)
793,277
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
-
-
(2,861,557)
(2,861,557)
Issue of share capital
22
135
48,475
-
-
-
48,610
Credit to equity for equity settled share-based payments
21
-
-
-
-
176,910
176,910
Redemption of shares
(14)
-
-
14
(3,079)
(3,079)
Transfer to equity reserves
-
-
176,910
-
(176,910)
-
Cancellation of share premium
-
(842,010)
-
-
842,010
-
Balance at 31 December 2023
8,121
48,475
176,910
14
(2,079,359)
(1,845,839)
Project Spark Topco Limited
Company statement of changes in equity
For the year ended 31 December 2023
14
Share capital
Share premium account
Equity reserve
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 16 November 2021
-
0
-
0
-
0
-
0
-
0
-
Period ended 31 December 2022:
Profit and total comprehensive income for the period
-
-
-
-
60,779
60,779
Issue of share capital
22
8,000
842,010
-
-
-
850,010
Balance at 31 December 2022
8,000
842,010
-
0
-
0
60,779
910,789
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
-
-
(127,954)
(127,954)
Issue of share capital
22
135
48,475
-
-
-
48,610
Credit to equity for equity settled share-based payments
21
-
-
-
-
176,910
176,910
Redemption of shares
(14)
-
-
14
(3,079)
(3,079)
Transfer to equity reserves
-
-
176,910
-
(176,910)
-
Cancellation of share premium
-
(842,010)
-
-
842,010
-
Balance at 31 December 2023
8,121
48,475
176,910
14
771,756
1,005,276
Project Spark Topco Limited
Group statement of cash flows
For the year ended 31 December 2023
15
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
26
5,557,813
13,752,939
Interest paid
(2,139,624)
(2,549,325)
Income taxes paid
(1,526,696)
(2,262,343)
Net cash inflow from operating activities
1,891,493
8,941,271
Investing activities
Purchase of subsidiary undertaking
-
(56,801,063)
Purchase of tangible fixed assets
(73,512)
(96,878)
Proceeds from disposal of subsidiaries, net of cash disposed
-
(70,000)
Interest received
827
5,746
Net cash used in investing activities
(72,685)
(56,962,195)
Financing activities
Movement of refinancing
(1,000,000)
2,100,000
Repayment of borrowings
(55,146)
(8,100,000)
Issue of loan notes
-
55,650,000
Proceeds from issue of shares
48,610
850,010
Net cash (used in)/generated from financing activities
(1,006,536)
50,500,010
Net increase in cash and cash equivalents
812,272
2,479,086
Cash and cash equivalents at beginning of year
2,479,086
-
0
Cash and cash equivalents at end of year
3,291,358
2,479,086
Project Spark Topco Limited
Notes to the group financial statements
For the year ended 31 December 2023
16
1
Accounting policies
Company information

Project Spark Topco Limited (“the company”) is a private company limited by shares incorporated in England and Wales. The registered office is The Harley Building, 77 New Cavendish Street, London, W1W 6XB.

 

The group consists of Project Spark Topco Limited and all of its subsidiaries.

1.1
Reporting period

The company was incorporated on 16 November 2021 and the prior year reporting period was extended by 12 months to 31 December 2022. Therefore the comparative figures are for a 13 month period.

1.2
Accounting convention

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, modified to include certain instruments at fair value. The principal accounting policies adopted are set out below.

1.3
Business combinations

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. 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. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Project Spark Topco 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 December 2023. 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.

Project Spark Topco Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
17

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

1.5
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and 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.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

1.7
Intangible fixed assets - goodwill

Goodwill arising on the acquisition of subsidiary undertakings represents the excess of the fair value of the consideration over the fair value of the identifiable assets and liabilities acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Tangible fixed assets

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

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

Leasehold land and buildings
over the length of the lease
Computers
over 3 years
Motor vehicles
over 5 years

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 income statement.

Project Spark Topco Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
18
1.9
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities 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.

1.10
Impairment of fixed assets

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.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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 (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) 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 (or cash-generating unit) 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 (or cash-generating unit) 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.

1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities

Project Spark Topco Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
19
1.12
Financial instruments

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 statement of financial position 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.

Basic financial assets

Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

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.

Derecognition of financial assets

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.

Classification of financial liabilities

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.

Project Spark Topco Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
20
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

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

1.13
Equity instruments

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.

1.14
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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.

Project Spark Topco Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
21
Deferred tax

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. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has 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.

1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

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

1.16
Retirement benefits

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

1.17
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

 

The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Project Spark Topco Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
22
1.18
Leases

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.

1.19
Foreign exchange

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.

2
Critical accounting judgements and key sources of estimation uncertainty

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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Impairment of goodwill and investments in subsidiaries

At year end, the Group held goodwill of £44.6m. Impairment assessments on this balance requires the Board to make judgements about the future performance of group entities. The Board performs a formal assessment at each reporting date to determine if any impairment is required. That assessment applies judgements about the recoverable amounts, including in respect of the future growth of the business. The Board determined that no impairment goodwill was required based on forecasts.

3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Rendering of services
31,609,193
34,840,664
2023
2022
£
£
Turnover analysed by geographical market
UK
20,122,648
22,848,280
Europe
4,568,767
6,894,739
Rest of World
6,917,778
5,097,645
31,609,193
34,840,664
Project Spark Topco Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
3
Turnover and other revenue (continued)
23
2023
2022
£
£
Other revenue
Interest income
827
5,746
4
Operating profit
2023
2022
£
£
Operating profit for the year is stated after charging:
Exchange losses
66,663
7,118
Depreciation of owned tangible fixed assets
84,927
64,542
Amortisation of intangible assets
5,566,374
5,566,314
Share-based payments
176,910
-
Operating lease charges
1,324,550
953,133
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
16,000
17,000
Audit of the financial statements of the company's subsidiaries
58,000
51,500
74,000
68,500
6
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
134
120
-
0
-
0
Project Spark Topco Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
6
Employees (continued)
24

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
14,925,334
16,384,768
-
-
0
Social security costs
1,897,918
1,148,906
-
-
Pension costs
416,448
319,113
-
0
-
0
17,416,610
17,852,787
-
-
0
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
900,818
588,150
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
292,005
283,500

No employees of the company (including directors) were remunerated during the period. Directors were remunerated by a fellow group undertaking during the period.

8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
827
5,746
2023
2022
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
827
5,746
Project Spark Topco Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
25
9
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
179,283
8,978
Interest payable to loan note holders
3,384,997
4,019,332
Other interest on financial liabilities
-
122,841
3,564,280
4,151,151
10
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
1,593,644
1,462,518

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

2023
2022
£
£
(Loss)/profit before taxation
(1,267,913)
1,422,881
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
(298,213)
270,347
Tax effect of expenses that are not deductible in determining taxable profit
1,878,055
1,280,284
Tax effect of income not taxable in determining taxable profit
-
0
(120,594)
Adjustments in respect of prior years
(4,282)
-
0
Foreign tax - other
9,167
47,867
Fixed asset difference
(292)
(4,675)
Deferred tax adjustments in respect of prior years
9,512
-
0
Tax at marginal rate
-
0
(10,711)
Remeasurement of deferred tax for changes in tax rates
(303)
-
Taxation charge
1,593,644
1,462,518
Project Spark Topco Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
26
11
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 January 2023 and 31 December 2023
55,726,954
Amortisation and impairment
At 1 January 2023
5,566,314
Amortisation charged for the year
5,566,374
At 31 December 2023
11,132,688
Carrying amount
At 31 December 2023
44,594,266
At 31 December 2022
50,160,640
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.
12
Tangible fixed assets
Group
Leasehold land and buildings
Computers
Motor vehicles
Total
£
£
£
£
Cost
At 1 January 2023
13,371
182,930
2,779
199,080
Additions
5,839
66,331
1,342
73,512
At 31 December 2023
19,210
249,261
4,121
272,592
Depreciation and impairment
At 1 January 2023
-
0
64,542
-
0
64,542
Depreciation charged in the year
6,286
76,308
2,333
84,927
At 31 December 2023
6,286
140,850
2,333
149,469
Carrying amount
At 31 December 2023
12,924
108,411
1,788
123,123
At 31 December 2022
13,371
118,388
2,779
134,538
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
Project Spark Topco Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
27
13
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Other investments
14
70,000
70,000
1
1
Movements in fixed asset investments
Group
Other
£
Cost or valuation
At 1 January 2023 and 31 December 2023
70,000
Carrying amount
At 31 December 2023
70,000
At 31 December 2022
70,000

Investments relate to equity received by Flint Ventures Limited in exchange for services rendered.

Movements in fixed asset investments
Company
Other
£
Cost or valuation
At 1 January 2023 and 31 December 2023
1
Carrying amount
At 31 December 2023
1
At 31 December 2022
1
14
Subsidiaries

Investments in Project Spark Midco Limited are held directly. All other investments are held indirectly.

Details of the company's subsidiaries at 31 December 2023 are as follows:

Project Spark Topco Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
14
Subsidiaries (continued)
28
Name of undertaking
Registered office
Class of shares held
% Held
Project Spark Midco Ltd
The Harley Building, 77 New Cavendish Street, London, W1W 6XB
Ordinary Shares
100.00
Flint Global Ltd
The Harley Building, 77 New Cavendish Street, London, W1W 6XB
Ordinary Shares
100.00
Flint Europe SRL
Av. des Arts 44, 1000 Bruxelles, Belgium
Ordinary Shares
100.00
Flint Europe Ltd
The Harley Building, 77 New Cavendish Street, London, W1W 6XB
Ordinary Shares
100.00
Flint Global Asia PTE. Ltd
3791 Jalan Bukit Merah 09-17, E-Cente, Redhill, Singapore, 159471
Ordinary Shares
100.00
Flint Ventures Ltd
The Harley Building, 77 New Cavendish Street, London, W1W 6XB
Ordinary Shares
100.00
Flint France SAS
27 Avenue de l'Opera, 75001 Paris, France
Ordinary Shares
100.00
Project Spark Bidco Ltd
The Harley Building, 77 New Cavendish Street, London, W1W 6XB
Ordinary Shares
100.00
Flint Advisory Ireland Limited
5th Floor, Nova Atria North, Blackthorn Road, Sandyford Business Park, Dublin 18
Ordinary Shares
100.00
Flint Global Asia (HK) Limited
8/F Tai Sang Bank, BLDG 130-132, Des Voeux Road, Central Hong Kong
Ordinary Shares
100.00
15
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
6,093,622
7,637,834
-
0
-
0
Corporation tax recoverable
81,107
143,657
-
0
-
0
Amounts owed by group undertakings
-
-
1,005,275
910,788
Other debtors
1,552,755
1,361,396
-
0
-
0
7,727,484
9,142,887
1,005,275
910,788
Project Spark Topco Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
29
16
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Trade creditors
482,138
423,797
-
0
-
0
Other taxation and social security
834,482
2,007,146
-
-
Other creditors
4,480,016
7,319,648
-
0
-
0
Accruals and deferred income
351,793
313,550
-
0
-
0
6,148,429
10,064,141
-
0
-
0
17
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
18
1,100,000
2,100,000
-
0
-
0
Other creditors
50,389,516
49,020,006
-
0
-
0
51,489,516
51,120,006
-
-

Included in other creditors are loan notes with a total value of £48,475,545. Please see related party disclosure in note 25 for details of the principal terms.

18
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
1,100,000
2,100,000
-
0
-
0
Payable after one year
1,100,000
2,100,000
-
0
-
0

The long-term loans are secured by fixed charges over the assets of the companies within the group. Note 23 provides further details on the guarantee.

 

Project Spark Topco Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
30
19
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2023
2022
Group
£
£
Fixed assets timing differences
14,125
9,727
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 1 January 2023
9,727
-
Charge to profit or loss
4,398
-
Liability at 31 December 2023
14,125
-

The deferred tax liability set out above relates to accelerated capital allowances that are expected to mature within the same period.

 

 

20
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
416,448
319,113

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.

Project Spark Topco Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
31
21
Share-based payment transactions

The company adopted an EMI approved share option plan from 1 June 2022. The plan granted option holders EMI Options to acquire a total of 15,020,000 C1 class ordinary shares of £0.0001 each in the capital of the Company. At the year end 11,820,000 options remained outstanding.

 

The company granted unapproved options of 1,500,000 C1 class ordinary shares of £0.0001 each in the capital of the Company. At the year end 1,500,000 options remained outstanding.

Group
Company
2023
2022
2023
2022
£
£
£
£
Expenses recognised in the year
Arising from equity settled share based payment transactions
176,910
-
176,910
-
22
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
A ordinary shares of £0.0001
39,999,000
39,999,000
4,000
4,000
B ordinary shares of £0.0001
39,861,682
40,001,000
3,986
4,000
C1 ordinary shares of £0.0001
1,350,000
-
135
-
D1 ordinary shares of £0.0001
1
-
-
-
D2 ordinary shares of £0.0001
1
-
-
-
D3 ordinary shares of £0.0001
1
-
-
-
81,210,685
80,000,000
8,121
8,000

A, B, C and D Ordinary shares hold full voting and dividend rights.

 

The Company passed a resolution on 11 January 2023 to reduce the capital of the company by cancelling the entire balance of the share premium account and to credit the same amount to the distributable reserves of the company.

 

The Company re-purchased and subsequently cancelled 139,316 B Ordinary shares of £0.0001 each in the Company during the period. This therefore created a capital redemption reserve.

 

The Company passed a resolution on 7 February 2023 to issue C1, D1, D2 and D3 class shares.

Project Spark Topco Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
32
23
Financial commitments, guarantees and contingent liabilities

Amounts not provided for in the balance sheet.

 

On 20 December 2021, Project Spark Topco Limited provided a guarantee and debenture to Growth Capital Partners Nominees Limited, as nominee shareholder for Growth Capital Partners Fund V LP. The guarantee and debenture are secured by fixed and floating charges over the assets of the companies within the group.

 

On 14 December 2022, Project Spark Topco Limited provided a guarantee and debenture to National Westminster Bank PLC. The guarantee and debenture are secured by fixed and floating charges over the assets of the companies within the group.

24
Operating lease commitments
Lessee

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:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
652,981
618,814
-
-
652,981
618,814
-
-
Project Spark Topco Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
33
25
Related party transactions

The company has taken the exemption detailed in Section 33 of FRS 102 "Related Party Disclosures" to not disclose details of transactions undertaken between companies within a wholly owned group.

 

During the period to 31 December 2022, the Group received a loan from Growth Capital Partners Fund V LP, a connected entity. The total value of the loan was £31,900,000 and at this period end, £23,800,000 (2022: £23,800,000) (included within other creditors in note 16 and/or 17) remained outstanding and is repayable on the date falling 5 years from the loan note issue date. The interest rate attached to these loan notes is 8% and the interest expense incurred on the loan during the period was £1,904,005 (2022: £2,551,387) and £952,000 (2022: £980,692) was outstanding as at the balance sheet date.

 

During the period to 31 December 2023, the Group received a PIK note from Growth Capital Partners Nominees Limited, a connected entity. The total value of the PIK note was £980,691 (2022: £nil) and at this period end, £980,691 remained outstanding.

 

During the period to 31 December 2022, the Group received a loan from connected investors. The total value of the loan was £23,750,000 and at the period end, £23,694,854 (2022: £23,750,000) (included within other creditors in note 16 and/or 17) remained outstanding and is repayable 5 years from the date of loan note issue. The interest rate attached to these loan notes is 6% and the interest expense incurred on the loan during the period was £1,423,991 (2022: £1,467,945) and £1,136,048 (2022: £763,175) was outstanding as at the balance sheet date.

 

During the year, directors of Flint Europe Ltd have received fees from other group companies. In the accounts of Flint Europe SRL are consultant fees payable to Soluzione Settembrini SPRL, a company controlled by Gregor Kreuzhuber. The profit and loss account includes fees payable to Soluzione Settembrini SPRL £236,446 (2022 - £192,996) and at the year end there were unpaid fees of £20,115 (2022 - £19,450) which are included in trade creditors.

 

 

26
Cash generated from group operations
2023
2022
£
£
Loss for the year after tax
(2,861,557)
(39,637)
Adjustments for:
Taxation charged
1,593,644
1,462,518
Finance costs
3,564,280
4,151,151
Amortisation and impairment of intangible assets
5,566,374
5,566,314
Depreciation and impairment of tangible fixed assets
84,927
64,542
Foreign exchange gains on cash equivalents
30,669
7,118
Equity settled share based payment expense
176,910
-
Increase in provisions
4,398
9,727
Movements in working capital:
Decrease/(increase) in debtors
1,349,574
(8,999,230)
(Decrease)/increase in creditors
(3,951,406)
11,530,436
Cash generated from operations
5,557,813
13,752,939
Project Spark Topco Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
34
27
Analysis of changes in net funds - group
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
2,479,086
812,272
3,291,358
Borrowings excluding overdrafts
(2,100,000)
1,000,000
(1,100,000)
379,086
1,812,272
2,191,358
2023-12-312023-01-01falseCCH SoftwareCCH Accounts Production 2023.300Garrett CurranSir Simon FraserNigel GardnerEmily HendersonGregor KreuzhuberEdward RichardsSusan MurphySir Ian PowellMary StarksCatherine WakefalseLorenzo MoscaLorenzo Mosca137460762023-01-012023-12-3113746076bus:Director12023-01-012023-12-3113746076bus:Director22023-01-012023-12-3113746076bus:Director52023-01-012023-12-3113746076bus:Director62023-01-012023-12-3113746076bus:Director72023-01-012023-12-3113746076bus:Director82023-01-012023-12-3113746076bus:Director32023-01-012023-12-3113746076bus:Director42023-01-012023-12-3113746076bus:Director92023-01-012023-12-3113746076bus:Director102023-01-012023-12-3113746076bus:RegisteredOffice2023-01-012023-12-3113746076bus:Consolidated2023-12-31137460762023-12-3113746076bus:Consolidated2023-01-012023-12-3113746076bus:Consolidated2021-11-162022-12-31137460762021-11-162022-12-3113746076core:Goodwillbus:Consolidated2023-12-3113746076core:Goodwillbus:Consolidated2022-12-3113746076bus:Consolidated2022-12-3113746076core:LeaseholdImprovementsbus:Consolidated2023-12-3113746076core:ComputerEquipmentbus:Consolidated2023-12-3113746076core:MotorVehiclesbus:Consolidated2023-12-3113746076core:ComputerEquipmentbus:Consolidated2022-12-3113746076core:MotorVehiclesbus:Consolidated2022-12-31137460762022-12-3113746076core:ShareCapitalbus:Consolidated2023-12-3113746076core:ShareCapitalbus:Consolidated2022-12-3113746076core:SharePremiumbus:Consolidated2023-12-3113746076core:SharePremiumbus:Consolidated2022-12-3113746076core:OtherReservesSubtotalbus:Consolidated2023-12-3113746076core:OtherReservesSubtotalbus:Consolidated2022-12-3113746076core:CapitalRedemptionReservebus:Consolidated2023-12-3113746076core:CapitalRedemptionReservebus:Consolidated2022-12-3113746076core:ShareCapital2023-12-3113746076core:ShareCapital2022-12-3113746076core:SharePremium2023-12-3113746076core:SharePremium2022-12-3113746076core:OtherReservesSubtotal2023-12-3113746076core:OtherReservesSubtotal2022-12-3113746076core:CapitalRedemptionReserve2023-12-3113746076core:CapitalRedemptionReserve2022-12-3113746076core:RetainedEarningsAccumulatedLosses2023-12-3113746076core:ConvertibleDebtEquityComponentReservebus:Consolidated2021-11-1513746076core:CapitalRedemptionReservebus:Consolidated2021-11-1513746076core:RetainedEarningsAccumulatedLossesbus:Consolidated2022-12-3113746076core:RetainedEarningsAccumulatedLossesbus:Consolidated2023-12-3113746076core:ShareCapital2021-11-1513746076core:SharePremium2021-11-1513746076core:ConvertibleDebtEquityComponentReserve2021-11-1513746076core:CapitalRedemptionReserve2021-11-1513746076core:RetainedEarningsAccumulatedLosses2021-11-1513746076core:RetainedEarningsAccumulatedLosses2022-12-3113746076core:RetainedEarningsAccumulatedLosses2023-01-012023-12-3113746076core:ShareCapital2021-11-162022-12-3113746076core:SharePremium2021-11-162022-12-3113746076bus:Consolidated2021-11-1513746076core:Goodwill2023-01-012023-12-3113746076core:LeaseholdImprovements2023-01-012023-12-3113746076core:UKTaxbus:Consolidated2023-01-012023-12-3113746076core:UKTaxbus:Consolidated2021-11-162022-12-3113746076bus:Consolidated12023-01-012023-12-3113746076bus:Consolidated12021-11-162022-12-3113746076core:Goodwillbus:Consolidated2022-12-3113746076core:Goodwillbus:Consolidated2023-01-012023-12-3113746076core:LeaseholdImprovementsbus:Consolidated2022-12-3113746076core:ComputerEquipmentbus:Consolidated2022-12-3113746076core:MotorVehiclesbus:Consolidated2022-12-3113746076bus:Consolidated2022-12-3113746076core:LeaseholdImprovementsbus:Consolidated2023-01-012023-12-3113746076core:ComputerEquipmentbus:Consolidated2023-01-012023-12-3113746076core:MotorVehiclesbus:Consolidated2023-01-012023-12-3113746076core:CurrentFinancialInstruments2023-12-3113746076core:CurrentFinancialInstruments2022-12-3113746076core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2023-12-3113746076core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2022-12-3113746076core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3113746076core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3113746076core:CurrentFinancialInstrumentsbus:Consolidated2023-12-3113746076core:CurrentFinancialInstrumentsbus:Consolidated2022-12-3113746076core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated2023-12-3113746076core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated2022-12-3113746076core:Non-currentFinancialInstrumentscore:AfterOneYear2023-12-3113746076core:Non-currentFinancialInstrumentscore:AfterOneYear2022-12-3113746076core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated12023-12-3113746076core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated12022-12-3113746076core:Non-currentFinancialInstrumentscore:AfterOneYear22023-12-3113746076core:Non-currentFinancialInstrumentscore:AfterOneYear22022-12-3113746076bus:PrivateLimitedCompanyLtd2023-01-012023-12-3113746076bus:FRS1022023-01-012023-12-3113746076bus:Audited2023-01-012023-12-3113746076bus:ConsolidatedGroupCompanyAccounts2023-01-012023-12-3113746076bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP