REGISTERED NUMBER: NI048270 (Northern Ireland)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

BOXLIGHT GROUP LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

to

8

DIRECTORS:

Mr S D Marklew

Mr S D Marklew

REGISTERED OFFICE:

Unit 8

Carrowreagh Business Park

Carrowreagh Road

Belfast

Antrim

BT16 1QQ

REGISTERED NUMBER:

NI048270 (Northern Ireland)

AUDITORS:

Baker Tilly Mooney Moore

Statutory Auditors

17 Clarendon Road

Belfast

BT1 3BG

BANKERS:

Barclays Bank PLC

Edward VII Quay

4 and 6 Navigation Way

Ashton-on-Ribble

Preston

PR2 2YF

SOLICITORS:

Nesbitt Solicitors

109 Cregagh Road

Belfast

BT6 8PZ

FIXED ASSETS

Tangible assets

4

128,955

133,128

CURRENT ASSETS

Debtors

5

917,534

956,103

Cash at bank

25,055

46,468

942,589

1,002,571

CREDITORS

Amounts falling due within one year

6

228,115

130,450

NET CURRENT ASSETS

714,474

872,121

TOTAL ASSETS LESS CURRENT LIABILITIES

843,429

1,005,249

PROVISIONS FOR LIABILITIES

-

6,036

NET ASSETS

843,429

999,213

CAPITAL AND RESERVES

Called up share capital

85,000

85,000

Capital redemption reserve

15,000

15,000

Retained earnings

743,429

899,213

SHAREHOLDERS' FUNDS

843,429

999,213

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 14 September 2026 and were signed on its behalf by:

Mr S D Marklew - Director

1.	STATUTORY INFORMATION

Boxlight Group Limited is a private company, limited by shares , registered in Northern Ireland. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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 was included in the financial statements until 2024, 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. As from 2025, the warranty provision has been written off in full as the warranty period has expired, and no further claims are expected.

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

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.

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 2 (2024 - 3 ) .

4.	TANGIBLE FIXED ASSETS

Improvements

Fixtures,

Freehold

to

fittings

Computer

property

property

& equipment

equipment

Totals

£

£

£

£

£

COST

At 1 January 2025

and 31 December 2025

186,159

56,296

18,444

39,867

300,766

DEPRECIATION

At 1 January 2025

55,641

53,686

18,444

39,867

167,638

Charge for year

3,723

450

-

-

4,173

At 31 December 2025

59,364

54,136

18,444

39,867

171,811

NET BOOK VALUE

At 31 December 2025

126,795

2,160

-

-

128,955

At 31 December 2024

130,518

2,610

-

-

133,128

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Amounts owed by group undertakings

908,187

946,848

Other debtors

9,347

9,255

917,534

956,103

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade creditors

698

2,370

Amounts owed to group undertakings

208,176

109,357

Taxation and social security

4,761

4,432

Other creditors

14,480

14,291

228,115

130,450

7.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Joanne Small (Senior Statutory Auditor)

for and on behalf of Baker Tilly Mooney Moore

Material uncertainty related to going concern

In forming the opinion, we have considered the adequacy of disclosures made in note 11 to the financial statements concerning the material uncertainty arising from the company's current financing arrangements.

Having regard to these facts, the Directors have considered the potential implications for the company and are of the opinion that it is appropriate to prepare the financial statements on the going concern basis.

The financial statements do not include any adjustments or disclosures that would be required if the company was unable to continue as a going concern.

Our opinion is not modified in respect of this matter.

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.

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 30 November 2025 the Group was not compliant with its Senior Leverage Ratio financial covenant, and its borrowing base 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.

On 02 December 2025, the Group entered into the tenth amendment to the Credit Agreement with the Collateral Agent and Lender (the "Tenth Amendment"). Pursuant to the Tenth Amendment, the Lenders agreed to waive certain "Specified Events of Default" that had occurred or were anticipated to occur under the Credit Agreement. These Specified Events of Default included failure to maintain the required Senior Leverage Ratio for the period ended 30 September 2025; and borrowing base non-compliance for the months ending 31 July 2025 to 30 November 2025. The Lenders waived the right to receive the post-default interest rate with respect to these Specified Events of Default up to 31 December 2025, provided the Group complies with the terms of the Tenth Amendment.

On 18 December 2025, the Group, and Whitehawk Capital Partners LP entered into the Eleventh Amendment to the Credit Agreement. The Eleventh Amendment extended the final maturity date of the loans from 31 December 2025 to 01 April 2027. As of December 31, 2025, the Company reclassified $32.9 million of its short-term debt to long-term debt due to its maturity date being beyond the next 12 months. The Group was in compliance with the borrowing base covenant and the minimum qualified cash balance requirement under the Credit Agreement for the period ended 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 required Minimum Consolidated Adjusted EBITDA covenant, continuation as a going concern is dependent upon Boxlight Corporation's 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 covenants, 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 Corporation's 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.