| REGISTERED NUMBER: |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| BOXLIGHT GROUP LIMITED |
| REGISTERED NUMBER: |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| BOXLIGHT GROUP LIMITED |
| BOXLIGHT GROUP LIMITED (REGISTERED NUMBER: NI048270) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Page |
| Company Information | 1 |
| Balance Sheet | 2 |
| Notes to the Financial Statements | 3 | to | 8 |
| BOXLIGHT GROUP LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditors |
| 17 Clarendon Road |
| Belfast |
| BT1 3BG |
| BANKERS: |
| Edward VII Quay |
| 4 and 6 Navigation Way |
| Ashton-on-Ribble |
| Preston |
| PR2 2YF |
| SOLICITORS: |
| 109 Cregagh Road |
| Belfast |
| BT6 8PZ |
| BOXLIGHT GROUP LIMITED (REGISTERED NUMBER: NI048270) |
| BALANCE SHEET |
| 31 DECEMBER 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 4 |
| CURRENT ASSETS |
| Debtors | 5 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 6 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| PROVISIONS FOR LIABILITIES |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital |
| Capital redemption reserve |
| Retained earnings |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| BOXLIGHT GROUP LIMITED (REGISTERED NUMBER: NI048270) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 1. | STATUTORY INFORMATION |
| Boxlight Group Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Significant judgements and estimates |
| In preparing these financial statements the directors have made the following judgements and estimates: |
| Determine whether there are indicators of impairment of the company's tangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and the business in general. |
| Consider the recoverability of trade debtors and the need for impairment provisions. These considerations are undertaken regularly by the directors, and especially at the year end date. Factors taken into account include historical experience, current market conditions and knowledge of the sector. Amounts identified as irrecoverable will be provided against in the relevant period. |
| The directors also consider the depreciation rates on an annual basis to ensure there is sufficient evidence to support these and that the estimates remains reasonable. |
| The Company used to sell hardware with a warranty period. These products are no longer sold by the business effective early 2021. However a provision is included in the financial statements for the anticipated repair costs in respect of the hardware previously sold by the business. The directors have based these costs on the incidence of previous claims and the estimated repair costs. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable excluding discounts, rebates, value added tax and other sales taxes. |
| Perpetual software licences revenue is recognised when the goods have been shipped to the customer, as the risks and rewards of ownership are considered to have been transferred. |
| Tangible fixed assets |
| Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. |
| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. |
| Freehold property -2% on cost |
| Improvements to property -6.66% on cost |
| Fixtures and fittings -15% on cost |
| Computer equipment -50% on cost |
| BOXLIGHT GROUP LIMITED (REGISTERED NUMBER: NI048270) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| All financial instruments of the company are considered to meet the definition of basic financial instruments. |
| - Short term debtors and creditors |
| Debtors and creditors with no stated interest rate and are receivable or payable on demand are recognised at transaction price, and subject to annual impairment reviews. Any losses arising on impairment are recognised in the profit and loss account. |
| - Cash and cash equivalents |
| Cash and cash equivalents comprise cash at bank and in hand. |
| - Loans and borrowings |
| All loans and borrowings are initially recorded at the present value of cash payable to the lender in settlement of the liability discounted at the market interest rate. Subsequently loans and borrowings are stated at amortised cost using the effective interest rate method. The computation of amortised cost includes any issue costs, transaction costs and fees, and any discount or premium on settlement, and the effect of this is to amortise these amounts over the expected borrowing period. Loans with no stated interest rate and repayable within one period or on demand are not amortised. Loans and borrowings are classified as current liabilities unless the borrower has an unconditional right to defer settlement of the liability for at least 12 months after the financial period end date. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Pension costs and other post-retirement benefits |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
| BOXLIGHT GROUP LIMITED (REGISTERED NUMBER: NI048270) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Holiday pay accrual |
| A liability is recognised to the extent of any unused holiday pay entitlement which has accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date. |
| Software development costs |
| Software development costs are recognised as an intangible asset when all of the following criteria are demonstrated: |
| - The technical feasibility of completing the software so that it will be available for use or sale. |
| - The intention to complete the software and use or sell it. |
| - The ability to use the software or to sell it. |
| - How the software will generate probable future economic benefits. |
| - The availability of adequate technical, financial and other resources to complete the development and to use or sell the software. |
| - The ability to measure reliably the expenditure attributable to the software during its development. |
| Expenditure that does not meet the conditions above is expensed as incurred. |
| Provisions |
| Provisions are recognised when the company has a legal or constructive obligation as a result of past event, it is probable that the company will be required to settle that obligation and reliable estimate can be made of the amount of the obligation. |
| The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. |
| Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises. |
| 3. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the year was |
| BOXLIGHT GROUP LIMITED (REGISTERED NUMBER: NI048270) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 4. | TANGIBLE FIXED ASSETS |
| Improvements | Fixtures, |
| Freehold | to | fittings | Computer |
| property | property | & equipment | equipment | Totals |
| £ | £ | £ | £ | £ |
| COST |
| At 1 January 2024 |
| and 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| 5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Trade debtors |
| Amounts owed by group undertakings |
| Other debtors |
| 6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Trade creditors |
| Amounts owed to group undertakings |
| Taxation and social security |
| Other creditors |
| 7. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
| The Report of the Auditors was unqualified. |
| for and on behalf of |
| BOXLIGHT GROUP LIMITED (REGISTERED NUMBER: NI048270) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 8. | CONTINGENT LIABILITIES |
| Effective 31 December 2021 the company's ultimate parent company, Boxlight Corporation, entered into a credit agreement with WhiteHawk Finance LLC. |
| This arrangement included a fixed and floating charge over the land and property of Boxlight Group Ltd. |
| Due to various factors that may impact on the above guarantees it is not possible to quantify the amounts that could be involved or give any indication as to the timing of when a liability may arise. |
| 9. | RELATED PARTY DISCLOSURES |
| In accordance with FRS102, Section 33 'Related Party Transactions', transactions with other group undertakings owned 100% within the Boxlight Corporation group have not been disclosed in these financial statements, as they will be eliminated on consolidation within the group financial statements of Boxlight Corporation. |
| 10. | ULTIMATE CONTROLLING PARTY |
| The company's immediate parent company is Qwizdom Inc which in turn is owned by Boxlight Corporation. |
| The ultimate parent company and controlling party was Boxlight Corporation, a company incorporated in the USA. |
| Boxlight Corporation was the parent of the smallest and largest group of which the company was a member and for which group financial statements were prepared. Copies of the consolidated financial statements can be obtained from Boxlight Corporation, PO Box 30043, Boxlight, 1045 Progress Circle, Lawrenceville, Georgia, USA. |
| BOXLIGHT GROUP LIMITED (REGISTERED NUMBER: NI048270) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 11. | GOING CONCERN |
| The financial statements are prepared on a going concern basis whereby liabilities are met as they fall due in the normal course of business. |
| The Company is reliant on the continued support of Boxlight Corporation for the foreseeable future. At 31 December 2024 the Group was not compliant with its Senior Leverage Ratio financial covenant under the credit agreement originally dated 31 December 2021, as amended (the 'Credit Agreement'), between Boxlight Corporation and its direct and indirect subsidiaries, and Whitehawk Finance LLC, as lender, and White Hawk Capital Partners, LP, as collateral agent. |
| Non-compliance was waived by the Agent and Lender under amendments to the Credit Agreement. On 24 March 2025 Boxlight Corporation entered into an eighth amendment to the Credit Agreement with the Collateral Agent and Lender to lend Boxlight Corporation an additional $2.5m working capital bridge loan in March 2025 and waive any events of default that may have arisen directly as a result of the Financial Covenant Event of Default as well as the Borrowing Base defaults. |
| There can be no assurance that the Lender will not declare an event or default and acceleration of all of Boxlight Corporations obligations under the Credit Agreement in the event they are not able to maintain full compliance with the respective covenants in the future. Because of the significant decreases in the required Senior Leverage Ratio, Boxlight Corporations current forecasts projects that they may not be able to maintain compliance with the the ratio. |
| In addition, Boxlight Corporations Term Loan of $37.6m as at 31 December 2024, matures on 31 December 2025. Boxlight Corporation is actively working to refinance its debt with new lenders. However, there can be no assurance that these efforts will be successful prior to the maturity date at which time all amounts under the Term Loan will become due. |
| These conditions raise substantial doubt about the ability of Boxlight Corporation to continue as a going concern within one year after the date that the financial statements are issued. In view of the Term Loans being payable in full within twelve months and the required Senior Leverage Ratio, continuation as a going concern is dependent upon Boxlight Corporations ability to continue to achieve positive cash flow from operations, obtain waivers or other relief under the Credit Agreement for any future non-compliance with the Senior Leverage Ratio, or refinance its Credit Agreement with a different lender on more favourable terms. Boxlight Corporation is actively working to refinance its debt with new lenders. While Boxlight Corporation has engaged financial advisors and is actively working to refinance its existing debt, it does not have written or executed agreements in place. Boxlight Corporations ability to refinance its existing debt is based upon credit markets and economic forces that are outside of its control. |
| Boxlight Corporation is of the opinion that they have a good working relationship with the current lender. However, there can be no assurance that Boxlight Corporation will be successful in refinancing its debt, or on terms acceptable to the Company. |
| These financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should the Company be unable to rely on the continued financial support of Boxlight Corporation and as such not continue as a going concern. |