The director presents the strategic report for the year ended 31 December 2024.
Bboxx Capital Limited provides financing and capital solutions to support the group’s distributed energy and connected product offerings. During the year the company subsidiaries focused on stabilising portfolio performance, improving collections and strengthening credit controls while continuing to support new customer acquisition and partner finance arrangements. Management delivered a reduction in delinquency and improved cash recovery rates, enabling continued funding of core operating subsidiaries and selective new deals aligned with group strategy.
In 2023 Bboxx Capital Limited did a step acquisition via a share for share exchange involving its parent company whereby it acquired controlling interest of Beyond Investments Limited. This resulted in control of the underlying subsidiaries of Beyond in DRC, Rwanda and Kenya and the subsequent consolidation of these entities.
Currency risk: The company’s associates primarily operate within various African territories with manufacturing in Asia and research and development in the UK. The product supply chain invoices are in USD hence any amounts owing to product suppliers are subject to exchange rate variations between the local operational currencies and USD. The group is on an overall level managed as a USD company for currency risk management purposes with primary focus on USD cash flow. The group manages this exposure with derivative forward currency contracts and financing obtained in USD.
Interest Rate Risk: The company is exposed to interest rate risks though funding and cash management activities. Although interest rates can vary across a lender’s portfolio, the company’s interest arrangements are all on a fixed rate basis. This enables the Company to accurately forecast costs and avoid expected market volatility for the subsidiary entities.
Liquidity risk: Liquidity risk is the risk that the company will fail to meet obligations associated with financial liabilities as they become due and is the product of the financial risks mentioned above. The company manages liquidity risk through continuous reviews of future commitments and sources of liquidity at a group level. Cash flow forecasts are prepared, and financing facilities are monitored on a monthly basis.
Political risk: The company holds assets and operates in several jurisdictions, and the operations are subject to international and national laws and regulations applied by government authorities in connection with obtaining various licenses and permits, government guarantees, and other obligations regulated by law. The company is therefore exposed to changes in the regulatory environment in those jurisdictions and ensures that it is continuously reviewing compliance and regulations.
Turnover increased from £17.7 million to £20.3 million while the operating loss increased from £4.2 million to £5 million due to increased administrative expenses. Net current liabilities at the end of the period was £7.3 million and net liabilities was £1,5 million.
Return on assets - overall financial return is currently nil.
The directors believe the entity remains a going concern dependent upon being able to realise asset value when required to meet expenditure incurred.
The company continues to oversee its subsidiary growth and consider if it will allow the company to recover the value of investments held in subsidiary entities via dividends or sale.
On behalf of the board
The director presents his annual report and financial statements for the year ended 31 December 2024.
The results for the year are set out on page 9.
The director who held office during the year and up to the date of signature of the financial statements was as follows:
The group's current policy concerning the payment of trade creditors is to follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre Point, 103 New Oxford Street, London WC1A 1DU).
The group's current policy concerning the payment of trade creditors is to:
settle the terms of payment with suppliers when agreeing the terms of each transaction;
ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and
pay in accordance with the group's contractual and other legal obligations.
Trade creditors of the group at the year end were equivalent to approximately 45 day's purchases, based on the average daily amount invoiced by suppliers during the year.
The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.
There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.
The auditor, KLSA LLP deemed to be reappointed under section 487(2) of the Companies Act 2006.
As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
We have audited the financial statements of Bboxx Capital Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for disclaimer of opinion
Conclusions relating to going concern
As described in the accounting policies, a material uncertainty exists that may cast significant doubt on the group’s ability to continue as a going concern. Due to the matters described in the Basis for Disclaimer of Opinion section, we are unable to conclude on the appropriateness of the director’s use of the going concern basis of accounting.
Other information
Opinions on other matters prescribed by the Companies Act 2006
Because of the significance of the matters described in the Basis for Disclaimer of Opinion section, we do not express an opinion on whether:
the information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the director's report have been prepared in accordance with applicable legal requirements.
Irregularities, including fraud, are instances of non‑compliance with laws and regulations. We considered the extent to which non‑compliance with relevant laws and regulations might have a material effect on the financial statements. However, because of the matters described in the Basis for Disclaimer of Opinion section, we were unable to obtain sufficient appropriate audit evidence to complete these procedures to the extent required.
In identifying and assessing risks of material misstatement arising from irregularities, including fraud, we considered the legal and regulatory frameworks applicable to the group and the sector in which it operates. This included those laws and regulations that directly affect the preparation of the financial statements, as well as those that may have a fundamental impact on the group’s operations.
Our planned assessment of the risks of material misstatement due to irregularities included:
obtaining an understanding of how the company complies with relevant laws and regulations;
considering the susceptibility of the financial statements to fraud, including management override of controls;
evaluating whether the engagement team collectively had the appropriate competence and capabilities to identify non‑compliance; and
identifying areas where there was a higher risk of fraud or non‑compliance.
However, due to the limitation of scope described in the Basis for Disclaimer of Opinion section, we were unable to obtain sufficient appropriate audit evidence to complete our assessment of these risks.
Our planned response to the assessed risks of irregularities and fraud included:
making enquiries of management regarding actual or suspected non‑compliance;
evaluating the business rationale for significant or unusual transactions;
testing journal entries and other adjustments;
reviewing the appropriateness of accounting estimates; and
reviewing correspondence with regulatory authorities.
Because of the matters described in the Basis for Disclaimer of Opinion section, we were unable to perform these procedures to the extent necessary to determine whether the financial statements are free from material misstatement arising from irregularities, including fraud.
We remained alert throughout the audit to indications of non‑compliance with laws and regulations, but the scope limitations prevented us from obtaining sufficient appropriate audit evidence to conclude on these matters.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £163,286 (2023 - £154,718 profit).
Bboxx Capital Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 9th Floor 6 New Street Square, London, United Kingdom, EC4A 3BF.
The group consists of Bboxx Capital Ltd and all of its subsidiaries.
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 £'000.
The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.
These are the first consolidated financial statements of the company. Following the administration of the previous parent, which last prepared consolidated accounts in 2022, the company became the senior‑most surviving parent and is now required to consolidate the group.
The consolidated group financial statements consist of the financial statements of the parent company Bboxx Capital Ltd 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 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.
Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.
If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.
Notwithstanding the groups operating loss for the year ended 31 December 2024 of £5 million (2023: £4.2 million), these financial statements are prepared on the going concern basis which the directors consider to be appropriate. However, going concern assumption is dependent upon the group being able to realise asset value when required to meet expenditure incurred and as such, this indicates material uncertainties which may cause doubt on the group's ability to continue as a going concern. The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate.
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.
The group recognises revenue from the following major sources:
Leasing of equipment (hire purchase revenue); revenue is recognised over time i.e., the contract period where the customer simultaneously receives and consumes the goods provided by the company
Up-front sales of equipment; revenue is recognised when performance obligation has been satisfied by transferring the product to customer.
The nature, timing of satisfaction of performance obligations and significant payment terms of the group's major sources of revenue are as follows:
Leasing of equipment (hire purchase revenue); customers obtain control once they have paid a down payment and the solar products have been installed at the customer premises. The business model is paygo and thus customers pay overtime as they enjoy the goods.
Up-front sales of equipment; customers obtain control of the products once they have made the full payment and the product has been transferred to the customer at the shop.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
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 are recoverable.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
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.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
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.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, 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, 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.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including 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.
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 that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. 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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
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.
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.
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
In the application of the group’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Management exercises judgement in assessing whether the company controls, jointly controls or has significant influence over another entity. This assessment considers contractual arrangements, voting rights, governance structures, funding relationships and the practical ability to direct relevant activities. These conclusions determine whether an entity is consolidated, equity‑accounted or recognised as an investment.
Where the company acquires an interest in another entity, judgement is required to determine the point at which control is obtained. This assessment affects the recognition and measurement of identifiable assets and liabilities, and the amount of goodwill recognised on acquisition.
The group provides products to customers under arrangements that are accounted for as leases. Judgement is required to determine the appropriate lease classification and the point at which the risks and rewards of ownership transfer. Management also assesses whether any service components exist and whether these should be accounted for separately. These judgements influence both the timing and pattern of revenue recognition.
The group operates in several jurisdictions with differing tax regimes and varying levels of regulatory certainty. Judgement is required in interpreting local tax laws, assessing exposure to tax audits and determining the appropriate tax treatment of transactions.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
The carrying value of investments is dependent on estimates of future cash flows, profitability and the financial position of the investees. These estimates involve inherent uncertainty, particularly where operations are in developing or volatile markets.
Expected credit losses are estimated using historical payment patterns, current economic conditions and forward‑looking information. This requires assumptions about customer behaviour, economic stability and the likelihood of default. Actual outcomes may differ from these estimates.
Goodwill is tested for impairment using discounted cash flow models. These calculations require significant estimation, including assumptions about future growth, margins, discount rates and market conditions. Changes in these assumptions may materially affect the recoverable amount.
Deferred tax assets are recognised only where management considers it probable that future taxable profits will be available. Estimating future taxable profits involves assumptions about business performance, economic conditions and the timing of reversal of temporary differences.
Depreciation of tangible assets is based on management’s estimate of their useful lives, expected patterns of consumption and residual values. These estimates require consideration of operational conditions, maintenance practices and technological developments. Impairment assessments also require estimates of future cash flows and market conditions. Actual results may differ from these estimates.
An analysis of the group's turnover is as follows:
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
Finance Act 2021 makes provision for the rate of corporation tax in the UK to increase (from 1 April 2023) from 19% to 25% where a company has profits in excess of £250,000. In addition, there is also a small profits rate of tax of 19% where profits are £50,000 or less. For businesses with accounting periods which straddle 1 April, profits are time apportioned. The rate applied for deferred tax assets in the UK is 25% (2023:25%)
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:
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.
Except for the fair value remeasurement required on the step acquisition of Beyond Investments Limited, the group does not carry any investments at market value. All other investments in subsidiaries, associates and joint ventures are unquoted and are accounted for using the equity method, being measured at cost on initial recognition and adjusted for the group’s share of post‑acquisition results, less any impairment.
Details of the company's subsidiaries at 31 December 2024 are as follows:
All subsidiary undertakings have been included in the consolidated financial statements and, accordingly, their respective capital and reserves and profit or loss for the year are presented within these consolidated results.
Details of associates at 31 December 2024 are as follows:
For the year ended 31 December 2024, Bboxx EDF Togo S.A. recorded a profit of £ 8.3 million (2023: loss of £3.35 million).The group's indirect 25% share of this result amounted to a profit of £ 2.1 million (2023: loss of £0.84 million).The associate did not report any discontinued operations during the year.
Details of joint ventures at 31 December 2024 are as follows:
The net assets and results of the joint ventures are as follows:
2024 2023
£'000 £'000
Bboxx Energy Access Nigeria Ltd
Fixed assets 156 335
Current assets 962 1,851
Creditors: Amounts falling due within one year 2,054 2,030
Creditors: Amounts falling after more than one year 989 1,402
Net assets (1,926) (1,226)
Net assets attributable to the group (962) (613)
Turnover 1,295 2,733
Net expenses 2,583 1,382
Loss before taxation (1,289) (3,978)
Taxation - -
Loss for the year (1,289) (3,978)
Loss for the year attributable to the group ( 644) (1,989)
Relating to:
Continuing operations (644) (1,989)
Discontinued operations - -
Total loss for the year attributable to the group (644) (1,989)
Bboxx Capital France SAS
Fixed assets 1,866 1,945
Current assets 1,676 1,619
Creditors: Amounts falling due within one year 45 45
Creditors: Amounts falling after more than one year 1,764 1,700
Net assets 1,732 1,819
Net assets attributable to the group 866 910
Turnover 125 172
Net expenses 138 190
Loss before taxation (12) (18)
Taxation - 20
Loss for the year (12) (38)
Loss for the year attributable to the group (6) (19)
Relating to:
Continuing operations (6) (19)
Discontinued operations - -
Total loss for the year attributable to the group (6) (19)
Advens Bboxx Bukina Faso SAS *
Fixed assets 178
Current assets 2,397
Creditors: Amounts falling due within one year 709
Creditors: Amounts falling after more than one year 412
Net assets 1,372
Net assets attributable to the group 686
Turnover 606
Net expenses (800)
Profit before taxation 1,406
Taxation -
Profit for the year 703
Loss for the year attributable to the group 703
Relating to:
Continuing operations 703
Discontinued operations -
Total loss for the year attributable to the group 703
* Group's interest considered not material in 2023.
The group’s interests in Advens Bboxx SAS is not considered material, and accordingly no separate financial information have been presented for this joint venture.
Trade debtors are shown net of a bad‑debt impairment provision of £7 million (2023: £9 million).
Other loans comprise amounts borrowed by the company and its subsidiaries from commercial banks and other financial institutions on normal commercial terms. These loans have a range of maturities, with some secured against specific assets and others unsecured. The loans are measured at amortised cost.
Loans from related parties represent shareholder funding on which interest rates vary. The loans are classified as current where they are repayable on demand, and as non‑current where a shareholder agreement permits repayment to be deferred for more than twelve months. All loans are unsecured and are not provided on an arm’s‑length basis.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax asset arises from unused tax losses and is recognised to the extent that future taxable profits are expected to be available. It is expected to reverse after the expiry of the five‑year income tax exemption granted to Bboxx Capital RDC SARL in February 2021.
The deferred tax liability relates to accelerated capital allowances and is expected to reverse over the life of the underlying assets within the same period.
Other movements in equity represent the post‑acquisition equity contribution made by the company's shareholders as well as impairment of goodwill recognised in connection with the step acquisition in November 2023.
The share premium represents amounts received above the nominal value of shares issued.
Currency translation reserve
This reserve represents exchange differences on translating foreign operations into sterling.
This reserve represents cumulative profit and loss net of distributions to owners.
Certain subsidiaries prepared their leases under IFRS 16, and this information was converted to FRS 102 for consolidation. The subsidiaries have not provided the operating lease commitment details required under FRS 102. The directors do not consider the amounts to be material to the group.
BBOXX Ltd, the former parent undertaking, entered Administration in 2025. In addition, a decision was made to close Advens Bboxx Burkina Faso in 2026. Both matters are non‑adjusting events and have no impact on these financial statements. Bboxx Capital Ltd will prepare consolidated financial statements going forward.
During the year the group entered into the following transactions with related parties:
The following amounts were outstanding at the reporting end date:
Certain balances bear interest, although the terms are not considered to be on a commercial basis. Other balances are interest‑free. All such amounts are unsecured. Where balances are repayable at the discretion of the relevant party, they are classified as current assets; where a contractual agreement permits deferral of repayment for more than twelve months, they are classified as non‑current.
The following amounts were outstanding at the reporting end date:
Certain balances bear interest, although the terms are not considered to be on a commercial basis. Other balances are interest‑free. All such amounts are unsecured. Where balances are repayable at the discretion of the relevant party, they are classified as current assets; where a contractual agreement permits deferral of repayment for more than twelve months, they are classified as non‑current.
Transactions and balances between group entities have been eliminated on consolidation and are not disclosed as related party transactions in the consolidated financial statements.
The director is considered to be key management personnel. The director is not an employee of the group and did not receive any remuneration from Bboxx Capital Ltd during the year. The director is remunerated by other companies within the wider Bboxx group, and no recharge of these costs is made to Bboxx Capital Ltd.