Company Registration No. 13746076 (England and Wales)
Project Spark Topco Limited
Annual report and
group financial statements
for the year ended 31 December 2025
Project Spark Topco Limited
Company information
Directors
Sir Simon Fraser
Edward Richards
Susan Murphy
James Purnell
Company number
13746076
Registered office
The Met Building
22 Percy Street
London
W1T 2BU
Independent auditor
Saffery LLP
71 Queen Victoria Street
London
EC4V 4BE
Project Spark Topco Limited
Contents
Page
Strategic report
1 - 4
Directors' report
5 - 6
Independent auditor's report
7 - 10
Group income statement
11
Group statement of financial position
12
Company statement of financial position
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 34
Project Spark Topco Limited
Strategic report
For the year ended 31 December 2025
1

The directors present their Strategic Report together with the audited financial statements for the period ended 31 December 2025.

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.

Sale of the Group
On 23rd December 2025, the Group underwent a change in ownership following the sale of 100% of its issued share capital to Fox UK Bidco Limited. This transaction represents a significant milestone in the Group's development and is expected to provide enhanced resources, strategic direction, and market opportunities going forward.

As a result of the transaction the new ultimate parent company is now Cinven Limited.
Results

During 2025 the Group was pleased to announce the completion of the sale process to Cinven Limited. This is an important chapter in the Group’s history and marks the start of the next stage of maturity.

 

Throughout 2025, the Group delivered strong financial performance. The markets in which Flint operates are growing, as governments become ever more involved in the private sector and geopolitical uncertainty becomes more important to companies.

 

Flint has capitalised on those trends, by continuing to invest in hiring experts and developing our staff, ensuring we have a differentiated, high-quality proposition.

 

That competitive edge allowed us to grow overall trading Group revenue by 32.7%, including a significant increase in revenue from retainers.

 

New investments this year supported further expansion in European markets, with the opening of an office in Netherlands and continued investment in Germany.

 

Even with these new investments, a steady EBITDA margin has been maintained in the year. EBITDA for the 12 months ending 31 December 2025 was £13.9m (2024 overall: £9.6m).

 

During the year employee numbers increased and at the year-end we had 153 FTE (2024: 138).

 

During the period, cash generation continued to be strong, and the Group was able to pay down £4.0m of loan notes and accrued interest.

 

Project Spark Topco Limited
Strategic report (continued)
For the year ended 31 December 2025
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:

 

 

2025

2024

2023

Turnover

45.5

34.3

31.6

EBITDA

13.9

9.7

8.6

Employee numbers

153

138

134

 

 

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

 

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 2026 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, which creates uncertainties and could have an adverse impact on client demand across the consultancy sector. However, given our core expertise in political, regulatory, and competition advisory, we are not only attuned to these developments but actively support clients in responding to them on a daily basis. As a result, management considers Flint will see further opportunities to work with clients on these potentially difficult issues which will help the company to be relatively more resilient to these external risks. 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.

Project Spark Topco Limited
Strategic report (continued)
For the year ended 31 December 2025
3

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.

 

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. During early 2024 the Group introduced an annual staff survey, and the results were used to make Flint an even better place to work.

 

We are committed to providing a positive working environment for all our staff and supporting their professional development.

 

The Group is committed to employment policies which follow best practices and are based on equal opportunities for all employees, irrespective of sex, race, colour, disability or marital status.

 

 

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.

Project Spark Topco Limited
Strategic report (continued)
For the year ended 31 December 2025
4

On behalf of the board

Edward Richards
Director
2 June 2026
Project Spark Topco Limited
Directors' report
For the year ended 31 December 2025
5

The directors present their annual report and financial statements for the year ended 31 December 2025.

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 11.

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
(Resigned 23 December 2025)
Sir Simon Fraser
Emily Henderson
(Retired 23 December 2025)
Gregor Kreuzhuber
(Resigned 23 December 2025)
Edward Richards
Susan Murphy
Sir Ian Powell
(Resigned 23 December 2025)
James Purnell
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 prepared 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:

 

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.

Project Spark Topco Limited
Directors' report (continued)
For the year ended 31 December 2025
6
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.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to groups and companies entitled to the exemptions of the small companies regime.

On behalf of the board
Susan Murphy
Director
2 June 2026
Project Spark Topco Limited
Independent auditor's report
To the members of Project Spark Topco Limited
7
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 2025 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:

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.

Other information

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

 

We have nothing to report in this regard.

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

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our 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 group's and 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 group or 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
9

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 operate.

 

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 with component auditors 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
10

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.

Lorenzo Mosca
Senior Statutory Auditor
For and on behalf of Saffery LLP
3 June 2026
Accountants
Statutory Auditors
Project Spark Topco Limited
Group income statement
For the year ended 31 December 2025
11
2025
2024
Notes
£
£
Turnover
3
45,480,399
34,323,295
Administrative expenses
(42,574,306)
(30,988,054)
Operating profit
4
2,906,093
3,335,241
Interest receivable and similar income
8
7,099
9,128
Interest payable and similar expenses
9
(3,039,743)
(3,458,767)
Loss before taxation
(126,551)
(114,398)
Tax on loss
10
2,491,286
(1,666,964)
Profit/(loss) for the financial year
2,364,735
(1,781,362)
Profit/(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 2025
12
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
11
33,461,644
39,027,952
Total intangible assets
33,461,644
39,027,952
Tangible assets
12
187,883
105,227
Investments
13
70,000
70,000
33,719,527
39,203,179
Current assets
Debtors
15
18,580,425
8,590,413
Cash at bank and in hand
5,784,081
4,332,537
24,364,506
12,922,950
Creditors: amounts falling due within one year
16
(58,672,291)
(7,788,427)
Net current (liabilities)/assets
(34,307,785)
5,134,523
Total assets less current liabilities
(588,258)
44,337,702
Creditors: amounts falling due after more than one year
17
-
(47,885,074)
Net liabilities
(588,258)
(3,547,372)
Capital and reserves
Called up share capital
21
9,796
8,096
Share premium account
461,537
48,475
Equity reserve
-
0
262,279
Capital redemption reserve
39
39
Profit and loss reserves
(1,059,630)
(3,866,261)
Total equity
(588,258)
(3,547,372)

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

The financial statements were approved by the board of directors and authorised for issue on 2 June 2026 and are signed on its behalf by:
02 June 2026
Edward Richards
Director
Company registration number 13746076 (England and Wales)
Project Spark Topco Limited
Company statement of financial position
As at 31 December 2025
31 December 2025
13
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
13
1
1
Current assets
Debtors
15
1,531,352
1,058,883
Net current assets
1,531,352
1,058,883
Net assets
1,531,353
1,058,884
Capital and reserves
Called up share capital
21
9,796
8,096
Share premium account
461,537
48,475
Equity reserve
-
0
262,279
Capital redemption reserve
39
39
Profit and loss reserves
1,059,981
739,995
Total equity
1,531,353
1,058,884
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and
related notes. The company's profit for the period was £57,707 (2024 - £26,221 loss).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 2 June 2026 and are signed on its behalf by:
02 June 2026
Edward Richards
Director
Company registration number 13746076 (England and Wales)
Project Spark Topco Limited
Group statement of changes in equity
For the year ended 31 December 2025
14
Share capital
Share premium account
Equity reserve
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2024
8,121
48,475
176,910
14
(2,079,359)
(1,845,839)
Year ended 31 December 2023
Loss and total comprehensive income
-
-
-
-
(1,781,362)
(1,781,362)
Credit to equity for equity settled share-based payments
-
-
-
-
85,369
85,369
Redemption of shares
21
(25)
-
-
25
(5,540)
(5,540)
Transfer to equity reserves
-
-
85,369
-
(85,369)
-
Balance at 31 December 2024
8,096
48,475
262,279
39
(3,866,261)
(3,547,372)
Year ended 31 December 2025
Profit and total comprehensive income
-
-
-
-
2,364,735
2,364,735
Issue of share capital
21
1,700
413,062
-
-
-
414,762
Credit to equity for equity settled share-based payments
20
-
-
-
-
179,617
179,617
Transfer to equity reserves
-
-
(262,279)
-
262,279
-
Balance at 31 December 2025
9,796
461,537
-
39
(1,059,630)
(588,258)
Project Spark Topco Limited
Company statement of changes in equity
For the year ended 31 December 2025
15
Share capital
Share premium account
Equity reserve
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2024
8,121
48,475
176,910
14
771,756
1,005,276
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
-
-
-
(26,221)
(26,221)
Credit to equity for equity settled share-based payments
-
-
-
-
85,369
85,369
Redemption of shares
20
(25)
-
-
25
(5,540)
(5,540)
Transfer to equity reserves
21
-
-
85,369
-
(85,369)
-
Balance at 31 December 2024
8,096
48,475
262,279
39
739,995
1,058,884
Year ended 31 December 2025:
Profit and total comprehensive income for the year
-
-
-
-
(121,910)
(121,910)
Credit to equity for equity settled share-based payments
-
0
-
0
-
0
-
0
179,617
179,617
Issue of shares
21
1,700
413,062
-
-
-
414,762
Transfer to equity reserves
-
-
(262,279)
-
262,279
-
Balance at 31 December 2025
9,796
461,537
-
39
1,059,981
1,531,353
Project Spark Topco Limited
Group statement of cash flows
For the year ended 31 December 2025
16
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
26
12,149,346
9,836,919
Interest paid
(7,022,042)
(2,436,782)
Income taxes paid
(2,485,022)
(1,599,827)
Net cash inflow from operating activities
2,642,282
5,800,310
Investing activities
Purchase of tangible fixed assets
(174,554)
(62,719)
Interest received
7,098
9,128
Net cash used in investing activities
(167,456)
(53,591)
Financing activities
Movement of refinancing
42,456,810
(1,100,000)
Repayment of borrowings
(43,894,854)
(3,600,000)
Capital redemption of shares
414,762
(5,540)
Net cash used in financing activities
(1,023,282)
(4,705,540)
Net increase in cash and cash equivalents
1,451,544
1,041,179
Cash and cash equivalents at beginning of year
4,332,537
3,291,358
Cash and cash equivalents at end of year
5,784,081
4,332,537
Project Spark Topco Limited
Notes to the group financial statements
For the year ended 31 December 2025
17
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 Met Building, 22 Percy Street, London, England, W1T 2BU.

 

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

1.1
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.

1.2
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.

1.3
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 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.

Project Spark Topco Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
1
Accounting policies (continued)
18
1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company have 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.

1.5
Turnover

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

 

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which 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.

1.6
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.

1.7
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 2025
1
Accounting policies (continued)
19
1.8
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.

1.9
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.

1.10
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 2025
1
Accounting policies (continued)
20
1.11
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 2025
1
Accounting policies (continued)
21
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.

1.12
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.

1.13
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.

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.

Project Spark Topco Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
1
Accounting policies (continued)
22
1.14
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.

1.15
Retirement benefits

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

1.16
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.

1.17
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.

1.18
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.

Project Spark Topco Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
23
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 £33.5m. 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.

Intercompany recoverability

The intercompany debtor balance is reviewed annually by management to determine if it's likely that the balances due to the parent from its subsidiaries are recoverable.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Rendering of services
45,480,399
34,323,295
2025
2024
£
£
Turnover analysed by geographical market
UK
29,374,711
20,814,964
Europe
9,477,738
7,131,325
Rest of World
6,627,950
6,377,006
45,480,399
34,323,295
2025
2024
£
£
Other revenue
Interest income
7,099
9,128
Project Spark Topco Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
24
4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging:
Exchange losses
9,483
82,798
Depreciation of owned tangible fixed assets
91,898
80,615
Amortisation of intangible assets
5,566,308
5,566,314
Share-based payments
-
85,369
Operating lease charges
1,371,540
1,578,467
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
24,400
21,150
Audit of the financial statements of the company's subsidiaries
62,100
59,075
86,500
80,225
6
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Total
153
134
0
0

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
21,278,843
16,185,785
-
0
-
0
Social security costs
2,927,084
1,997,748
-
-
Pension costs
509,742
439,061
-
0
-
0
24,715,669
18,622,594
-
0
-
0
Project Spark Topco Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
25
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
1,503,383
917,930
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
792,000
447,125

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
2025
2024
£
£
Interest income
Interest on bank deposits
7,099
9,128
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
7,099
9,128
9
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
42,147
70,775
Interest payable to loan note holders
2,997,596
3,387,992
3,039,743
3,458,767
10
Taxation
2025
2024
£
£
Current tax
UK and Overseas corporation tax on profits for the current period
(1,479,282)
1,666,964
Project Spark Topco Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
10
Taxation
2025
2024
£
£ (continued)
26
Deferred tax
Origination and reversal of timing differences
(1,012,004)
-
0
Total tax (credit)/charge
(2,491,286)
1,666,964

The actual (credit)/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:

2025
2024
£
£
Profit/(loss) before taxation
53,066
(114,398)
Expected tax charge/(credit) based on the standard rate of corporation tax of 25.00% (2024: 25.00%)
13,267
(28,600)
Tax effect of expenses that are not deductible in determining taxable profit
2,813,098
1,713,111
Adjustments in respect of prior years
(1,599,552)
(18,214)
Foreign tax - other
94,299
-
Other permanent differences
(5,921,432)
-
0
Deferred tax adjustments in respect of prior years
431
667
Losses carried back
1,599,554
-
0
Movement in deferred tax not recognised
509,050
-
0
Taxation (credit)/charge
(2,491,286)
1,666,964
11
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 January 2025 and 31 December 2025
55,726,954
Amortisation and impairment
At 1 January 2025
16,699,002
Amortisation charged for the year
5,566,308
At 31 December 2025
22,265,310
Carrying amount
At 31 December 2025
33,461,644
At 31 December 2024
39,027,952
Project Spark Topco Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
11
Intangible fixed assets (continued)
27
The company had no intangible fixed assets at 31 December 2025 or 31 December 2024.
12
Tangible fixed assets
Group
Leasehold land and buildings
Computers
Motor vehicles
Total
£
£
£
£
Cost
At 1 January 2025
19,417
311,773
4,121
335,311
Additions
742
178,257
-
0
178,999
Disposals
(5,725)
(164,432)
-
0
(170,157)
At 31 December 2025
14,434
325,598
4,121
344,153
Depreciation and impairment
At 1 January 2025
12,319
214,228
3,537
230,084
Depreciation charged in the year
6,515
84,799
584
91,898
Eliminated in respect of disposals
(4,400)
(161,312)
-
0
(165,712)
At 31 December 2025
14,434
137,715
4,121
156,270
Carrying amount
At 31 December 2025
-
187,883
-
187,883
At 31 December 2024
7,098
97,545
584
105,227
The company had no tangible fixed assets at 31 December 2025 or 31 December 2024.
Project Spark Topco Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
28
13
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Other investments
14
70,000
70,000
1
1
Movements in fixed asset investments
Group
Other
£
Cost or valuation
At 1 January 2025 and 31 December 2025
70,000
Carrying amount
At 31 December 2025
70,000
At 31 December 2024
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 2025 and 31 December 2025
1
Carrying amount
At 31 December 2025
1
At 31 December 2024
1
Project Spark Topco Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
29
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 2025 are as follows:

Name of undertaking
Registered office
Class of shares held
% Held
Project Spark Midco Ltd
The Met Building, 22 Percy Street, London, England, W1T 2BU
Ordinary Shares
100.00
Flint Global Ltd
The Met Building, 22 Percy Street, London, England, W1T 2BU
Ordinary Shares
100.00
Flint Europe SRL
Av. des Arts 44, 1000 Bruxelles, Belgium
Ordinary Shares
100.00
Flint Europe Ltd
The Met Building, 22 Percy Street, London, England, W1T 2BU
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 Met Building, 22 Percy Street, London, England, W1T 2BU
Ordinary Shares
100.00
Flint France SAS
27 Avenue de l'Opera, 75001 Paris, France
Ordinary Shares
100.00
Project Spark Bidco Ltd
The Met Building, 22 Percy Street, London, England, W1T 2BU
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
Flint Germany GmbH
1st Floor, Pariser Platz 4a, Berlin, Germany, 10117
Ordinary Shares
100.00
Flint Global Netherlands B.V.
Emmallan 7, 1075AT, Amsterdam
Ordinary Shares
100.00
Flint Global Australia Pty Ltd.
Suite 2, Level 1, 9-11 Grosvenor Street, Neutral Bay, NSW, 2089
Ordinary Shares
100.00
15
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
8,831,386
6,500,575
-
-
0
Corporation tax recoverable
3,964,424
-
0
-
0
-
0
Amounts owed by group undertakings
-
-
1,531,352
1,058,883
Other debtors
4,772,104
2,089,332
-
0
-
0
17,567,914
8,589,907
1,531,352
1,058,883
Deferred tax asset
1,012,510
506
-
0
-
0
18,580,424
8,590,413
1,531,352
1,058,883
Project Spark Topco Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
30
16
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
£
£
£
£
Trade creditors
1,763,566
450,152
-
0
-
0
Amounts owed to group undertakings
42,456,810
-
-
0
-
0
Corporation tax payable
-
0
661
-
0
-
0
Other taxation and social security
739,501
714,852
-
0
-
0
Other creditors
10,489,234
5,649,447
-
0
-
0
Accruals and deferred income
3,223,180
973,315
-
0
-
0
58,672,291
7,788,427
-
0
-
0
17
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
£
£
£
£
Other creditors
-
0
47,885,074
-
0
-
0

Included in other creditors are loan notes with a total value of £Nil (2024: £45,827,529). The loan notes were fully repaid as part of the acquisition by Fox UK Bidco Limited. Please see related party disclosure in note 24 for details of the principal terms.

18
Deferred taxation

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

Assets
Assets
2025
2024
Group
£
£
Tax losses
1,022,377
-
Fixed assets timing differences
(9,867)
506
1,012,510
506
The company has no deferred tax assets or liabilities.
Project Spark Topco Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
18
Deferred taxation (continued)
31
Group
Company
2025
2025
Movements in the year:
£
£
Asset at 1 January 2025
(506)
-
Credit to profit or loss
(1,012,004)
-
Asset at 31 December 2025
(1,012,510)
-

 

 

19
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
509,742
439,061

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.

20
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 20,450,000 C1 class ordinary shares of £0.0001 each in the capital of the Company. At the year end no options remained outstanding as these were all exercised as part of the acquisition by Fox UK Bidco Limited.

 

The company granted unapproved options of 1,700,000 C1 class ordinary shares of £0.0001 each in the capital of the Company. At the year end no options remained outstanding as these were all exercised as part of the acquisition by Fox UK Bidco Limited.

Group
Company
2025
2024
2025
2024
£
£
£
£
Expenses recognised in the year
Arising from equity settled share based payment transactions
179,617
85,369
179,617
85,369
Project Spark Topco Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
32
21
Share capital
Group and company
2025
2024
2025
2024
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
39,861,682
3,986
3,986
C1 ordinary shares of £0.0001
18,100,000
1,100,000
1,810
110
D1 ordinary shares of £0.0001
1
1
-
-
D2 ordinary shares of £0.0001
1
1
-
-
D3 ordinary shares of £0.0001
1
1
-
-
97,960,685
80,960,685
9,796
8,096

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

 

The Company re-purchased and subsequently cancelled 250,000 C ordinary shares of £0.0001 each in the Company during 2024.

 

The Company issued a further 17,000,000 C ordinary shares of £0.0001 each in the Company during 2025, at an issue price of £0.024398 per share.

22
Financial commitments, guarantees and contingent liabilities

On 14 December 2022, Project Spark Topco Limited provided a guarantee and debenture to National Westminster Bank PLC. The guarantee and debenture were secured by fixed and floating charges over the assets of the companies within the group, which was fully discharged before year end.

23
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
2025
2024
2025
2024
£
£
£
£
Within one year
1,812,613
720,796
-
-
Between two and five years
2,660,000
-
-
-
4,472,613
720,796
-
-
Project Spark Topco Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
33
24
Related party transactions

The Group 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 year end, the loan was fully repaid and nil amounts remain outstanding (2024: £21,946,020) (included within other creditors in note 17). The interest rate attached to these loan notes is 8% and the interest expense incurred on the loan during the year was £1,682,737 (2024: £1,903,998) and £Nil (2024: £727,284) was outstanding as at the balance sheet date.

 

During the year 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 £980,961. During the period to 31

December 2024, the company received a further PIK note from Growth Capital Partners Nominees Limited. The total value of the PIK note was £952,000. At this period end, the loan was fully repaid and nil amounts remain outstanding. (2024: £1,932,690).

 

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 year end, the loan was fully repaid and nil amounts remain outstanding (2024: £21,948,819 ) (included within other creditors in note 17). The interest rate attached to these loan noted is 6% and the interest expense incurred on the loan during the year was £1,259,085 (2024: £1,426,993) and £Nil (2024: £1,378,039) was outstanding as at the balance sheet date.

 

Following the acquisition of Project Spark Topco, an intercompany creditor balance arose with Fox UK Bidco Limited, a fellow group undertaking. As part of the acquisition process, Fox UK Bidco Limited settled all outstanding external loan notes on behalf of the Project Spark Topco group.

 

As a result, an amount equivalent to the loan notes settled, £42,447,809, is now payable by the Group to Fox UK Bidco Limited and is included within other creditors in note 16.

 

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 of £251,994 (2024 - £248,957) and at the year end there were unpaid fees of £23,598 (2024 - £22,934) which are included in trade creditors.

 

 

25
Controlling party

The directors regard Fox UK Bidco Limited a company incorporated in England and Wales as its immediate parent.

 

The directors regard the ultimate parent entity of the Company to be Cinven Limited, a company incorporated in England and Wales, in its capacity as the Manager of the Cinven Strategic Fund 2 (No 1) Limited Partnership (“Cinven SF2 Fund”) which is the ultimate parent of the Company.

 

The directors consider Cinven Limited to be the ultimate controlling party which manages the investments of Cinven SF2 Fund.

 

 

Project Spark Topco Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2025
34
26
Cash generated from group operations
2025
2024
£
£
Profit/(loss) after taxation
2,364,735
(1,781,362)
Adjustments for:
Taxation (credited)/charged
(3,503,290)
1,681,595
Finance costs
3,039,743
3,458,767
Investment income
(7,098)
(9,128)
Amortisation and impairment of intangible assets
5,566,308
5,566,314
Depreciation and impairment of tangible fixed assets
91,898
80,615
Foreign exchange gains on cash equivalents
-
5,503
Equity settled share based payment expense
179,617
85,369
Increase/(decrease) in provisions
1,012,004
(14,631)
Movements in working capital:
Increase in debtors
(5,013,584)
(943,530)
Increase in creditors
8,419,013
1,707,407
Cash generated from operations
12,149,346
9,836,919
27
Analysis of changes in net funds - group
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
4,332,537
1,451,544
5,784,081
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