ACCOUNTS - Final Accounts

Operating profit/(loss)

The operating profit/(loss) is stated after charging:

Registered number: 01339678

AVF GROUP LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

AVF GROUP LIMITED

CONTENTS

	Page
Strategic report	1 - 3
Directors' report	4 - 5
Independent auditor's report	6 - 9
Statement of comprehensive income	10
Statement of financial position	11
Statement of changes in equity	12
Notes to the financial statements	13 - 29

AVF GROUP LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The directors present their report and the financial statements for the year ended 31 December 2024.

Business review

Sales were £10.9m for the year 2024 which had increased from £8.1m in 2023. Increased sales, normalisation of cost levels post Covid and focused strategies being implemented have resulted in the business returning to profit in 2024.

Principal risks and uncertainties

The market continues to be highly competitive and the Company manages this risk through significant investment in new product development and marketing initiatives.
The operations of the Company expose it to a variety of financial risks including the effects of changes in foreign currency exchange rates, credit risk and liquidity risk.
The principal financial instruments of the Company comprise Sterling, US Dollar, Euro and Canadian Dollar cash and bank accounts, bank overdrafts and loans together with trade debtors and trade creditors that arise directly from its operations.
The main risks arising from the financial instruments of the group can be analysed as follows:
Foreign currency risk
The Company is exposed in its trading operations to the risk of changes in foreign currency exchange rates. The Company both buys and sells goods globally which therefore gives a natural hedge to an extent. The Board has also adopted a foreign exchange strategy to reduce the impact of foreign exchange rates movements as appropriate. The main foreign currencies in which the Company operates are the US Dollar, Canadian Dollar and the Euro. The Group has US-based subsidiaries which can affect the Sterling group Balance Sheet, as a result of the movements in the Sterling to Dollar exchange rates.

Credit risk
The principal financial assets of the Company are bank balances, cash and trade debtors, which represent the Company's maximum exposure to credit risk in relation to financial assets.
Credit risk is managed by monitoring the aggregate amount and duration of exposure to any one customer depending upon their credit rating.
In addition, the Company takes out credit insurances for customers, where possible, and subject to the terms and conditions of the insurer.
Liquidity risk
The Company’s policy had been to ensure continuity of funding through arranging funding for operations via medium term bank loans and over-draft facilities to aid short-term flexibility.
Cash flow interest rate risks
Interest bearing assets comprise cash and bank deposits, all of which earn interest at market rate. The directors monitor the overall level of borrowings and interest costs to limit any adverse effects on financial performance of the Company.

Page 1

AVF GROUP LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Going Concern

The Group has seen an improvement in its financial position during 2024. In summer 2024 the business refinanced with a new lender through a debtor based three-year facility. The Board are pleased with this new relationship, which has been both positive and supportive. Management have prepared forecasts through to the end of 2026 which indicate that the business will continue to operate within agreed facilities over that period.
The Group’s business activities, together with the factors likely to affect its future development, performance and position, are set out in the Strategic Report. The forecasts and projections, taking account of the recent improvements, indicate that the Group should be able to operate within the level of its current facility for at least 12 months from the date of signing these financial statements. In addition, after the year-end, BestQI Innovation Technology Co. made a strategic investment in the Group, further strengthening the Group’s position. Accordingly, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future, and the financial statements have been prepared on a going concern basis.

Financial key performance indicators

2024 2023
Operating margin % 2.2 (3.8)
Turnover by employee £ 278,665 224,343
Working capital as a % of turnover 11.2 14.7
Notes to key performance indicators
Operating profit margin % = operating profit before impairment loss as a percentage of turnover. AVF Group Limited aims to increase operating profit margins and measures performance against this objective by measuring operating profit margins %. Source data is taken from the audited financial statements.
Turnover per employee = turnover divided by the average monthly number of employees in the year. AVF Group Limited aims to increase value added by employees and uses turnover by employee to measure this. Source data is taken from the audited financial statements.
Working capital % turnover = year end operating working capital as a percentage of turnover. AVF Group Limited aims to minimise working capital as a % of turnover to facilitate cash management. Source data is taken from the audited financial statements. Operating working capital comprises stock, debtors and creditors excluding corporation tax, deferred tax and other taxes and social security.

Page 2

AVF GROUP LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Other key performance indicators

Environmental matters
The Company seeks to maintain the highest standards, being aware of social and environmental responsibilities.
Employee matters
The Company is committed to promoting policies to ensure that employees and those who seek to work for the group are treated equally regardless of sex, marital status, age, creed, colour, race or ethnic origin.
The Company gives full and fair consideration to applications for employment received from people with disabilities, having regard to their particular aptitudes and abilities. If employees become disabled, every effort is made to ensure that their employment continues, and training or re-training is arranged and career development and promotion offered whenever practicable. The Company’s policy is to provide equal opportunities to entire staff on the basis of objective criteria and personal merit.
The Company believes in promoting the fullest involvement of employees in their work to gain their maximum understanding of and commitment to, the Company’s objectives. This is achieved through regular meetings and
an open management style that encourages participation and recognises effort.

This report was approved by the board on 29 September 2025 and signed on its behalf.

S J West

Director

Page 3

AVF GROUP LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Directors

The directors who served during the year were:

A M Keenan (resigned 16 June 2025)

D A Gallimore (resigned 16 June 2025)

S J West
Y Lyu (appointed 16 June 2025)
M Xie (appointed 16 June 2025)
D Sun (appointed 16 June 2025)

Qualifying third party indemnity provisions

The Company has provided qualifying third party indemnity provisions in respect of the board of directors which were in force during the year and at the date of this report.

Matters covered in the Strategic report

Business review, principal risks and uncertainties facing the company, key performance indicators, discussion of employee matters and discussion of environmental matters have been included within the Strategic Report.

Page 4

AVF GROUP LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Post balance sheet events

On 16th June 2025, the company was acquired by BestQi Innovation Technology Co, a company incorporated in Hong Kong. The acquisition was completed through the purchase of 76.32% of the issued share capital of the company. As a result, BestQi Innovation Technology Co became the company’s ultimate parent undertaking from that date.
This event occurred after the balance sheet date and, therefore, has not been reflected in the financial statements for the year ended 31 December 2024. The directors do not consider this event to have a material impact on the company’s financial position as at the balance sheet date.

Auditor

The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP. MHA will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 29 September 2025 and signed on its behalf.

S J West

Director

Page 5

AVF GROUP LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AVF GROUP LIMITED

Opinion

We have audited the financial statements of AVF Group Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, 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:

∙give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its profit for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

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 responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 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.

Page 6

AVF GROUP LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AVF GROUP LIMITED (CONTINUED)

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.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its 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:

∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

∙the financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors' remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 4, 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 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 Company or to cease operations, or have no realistic alternative but to do so.

Page 7

AVF GROUP LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AVF GROUP LIMITED (CONTINUED)

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.

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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

∙Enquiry of management and those charged with governance around actual and potential litigation and claims;

∙A review of legal and professional expense nominal accounts for any indications of non-compliance with laws and regulations;

∙Peforming audit work over the risk of management override of controls, including testing of large and otherwise unusual journal entries and other adjustments for appropriateness;

∙Reviewing minutes of meetings of those charged with governance;and

∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.

Page 8

AVF GROUP LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AVF GROUP LIMITED (CONTINUED)

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.

Martin Ramsey BSc (Hons) FCCA (Senior statutory auditor)

for and on behalf of

MHA (statutory auditor)

Birmingham, United Kingdom

29 September 2025
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)

Page 9

AVF GROUP LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	10,867,959	8,076,344
Change in stocks of finished goods and work in progress		(6,820,504)	(4,741,848)
Raw materials and consumables		(245,357)	(340,181)
Other external charges		(1,818,304)	(1,593,640)
Staff costs		(1,689,820)	(1,652,921)
Depreciation and amortisation		(43,623)	(44,303)
Operating profit/(loss)	5	250,351	(296,549)
Interest receivable and similar income	9	1,349	2,070
Interest payable and similar expenses	10	(219,458)	(162,241)
Profit/(loss) before tax		32,242	(456,720)
Tax on profit/(loss)	11	-	(37,393)
Profit/(loss) for the financial year		32,242	(494,113)

There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 13 to 29 form part of these financial statements.

Page 10

AVF GROUP LIMITED

REGISTERED NUMBER: 01339678

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	12		-		38,025
Tangible assets	13		4,547		10,144
			4,547		48,169
Current assets
Stocks	14	1,630,993		1,876,350
Debtors: amounts falling due within one year	15	6,880,492		6,390,657
Cash at bank and in hand	16	215,459		161,809
		8,726,944		8,428,816
Creditors: amounts falling due within one year	17	(7,381,491)		(7,340,477)
Net current assets			1,345,453		1,088,339
Total assets less current liabilities			1,350,000		1,136,508
Creditors: amounts falling due after more than one year	18		(181,250)		-

Net assets			1,168,750		1,136,508

Capital and reserves
Called up share capital	20	45,340	45,340
Share premium account	21	110,850	110,850
Profit And loss account	21	1,012,560	980,318
		1,168,750	1,136,508

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2025.

S J West

Director

The notes on pages 13 to 29 form part of these financial statements.

Page 11

AVF GROUP LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Capital redemption reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2023	45,340	110,850	1,474,431	1,630,621

Loss for the year	-	-	(494,113)	(494,113)

At 1 January 2024	45,340	110,850	980,318	1,136,508

Profit for the year	-	-	32,242	32,242
At 31 December 2024	45,340	110,850	1,012,560	1,168,750

The notes on pages 13 to 29 form part of these financial statements.

Page 12

AVF GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

AVF Group Limited is a private Company limited by shares and incorporated in England and Wales. Its registered office is located at Road 30, Hortonwood Industrial Estate, Telford, Shropshire, TF1 7YE.
The principal activity of the Company is the sale of TV mounts, stands and other furniture.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;

∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of AVF Global Limited as at 31 December 2024 and these financial statements may be obtained from Road 30, Hortonwood Industrial Estate, Telford, Shropshire, TF1 7YE.

Page 13

AVF GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

Going concern

2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 14

AVF GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Company has transferred the significant risks and rewards of ownership to the buyer;

∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Customer rebates are recognised in the period to which they relate. In line with the requirements of FRS 102, early settlement or volume rebates are deducted from revenue. Other specific rebates such as marketing support rebates are included within other external charges.

2.6

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.7

Research and development

Expenditure for research and development is written off in the year in which it is incurred.

2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 15

AVF GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.10

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.12

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
Computer software is amortised over its expected useful life of 5 years.

2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical 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.

Page 16

AVF GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.13

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery	-	8% - 25% per annum
Fixtures and fittings	-	8% - 25% per annum
Computer equipment	-	8% - 25% per annum

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.17

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 17

AVF GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.18

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Company's Statement of financial position when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Page 18

AVF GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.18

Financial instruments (continued)

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic 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 Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Page 19

AVF GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.18

Financial instruments (continued)

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management to make significant judgments and estimates.
There are no key assumptions concerning the future, and other key sources of estimation at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

Turnover

The whole of the turnover is attributable to the Company's principal activity. The geographical analysis of turnover has been omitted on the grounds that the directors believe this would be seriously prejudicial to the Company.

Exchange differences	53,862	(147,134)
Other operating lease rentals	193,308	169,549
Depreciation of tangible fixed assets	5,597	5,940
Amortisation of intangible fixed assets	38,025	38,363

Page 20

AVF GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Fees payable to the Company's auditor for the audit of the Company's financial statements

24,000

21,333

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

Wages and salaries	1,364,127	1,326,140
Social security costs	133,966	128,308
Cost of defined contribution scheme	191,726	198,473
	1,689,819	1,652,921

The total key management compensation inclusive of pension contributions paid during the year was £627,130 (2023: £615,734).
The average monthly number of employees, including directors, during the year was 36 (2023: 36).

Directors' remuneration

Directors' remuneration excluding pension contributions for the year ended 31 December 2024 was £195,940 (2023: £220,118).
The highest paid director received salary, fees and bonuses of £87,968, pension contributions of £13,483 and benefits in kind of £1,648.
Pension contributions of £51,130 (2023: £49,868) were paid by the Company on behalf of the Company's directors in respect of defined contribution pension schemes.
During the year no retirement benefits were accruing to any directors (2023 : Nil) in respect of defined contribution pension schemes.

Page 21

AVF GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

9.	Interest receivable
		2024	2023
		£	£

Other interest receivable

1,349

2,070

10.	Interest payable and similar expenses
		2024	2023
		£	£

Bank interest payable	173,807	119,425
Loans from group undertakings	45,651	42,816
	219,458	162,241



Total current tax	-	-

Deferred tax
Deferred tax - charge to profit or loss	-	37,393
Total deferred tax	-	37,393


		-	37,393

Page 22

AVF GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.Taxation (continued)

Profit/(loss) on ordinary activities before tax

32,243

(456,720)

Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)	8,061	(114,180)
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	6,781	1,830
Adjustments to tax charge in respect of prior periods	(10,068)	(35,201)
Other timing differences leading to an increase (decrease) in taxation	(1)	191,155
Movement in Deferred Tax not recognised	(4,773)	(6,211)
Total tax charge for the year	-	37,393

Page 23

AVF GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.Taxation (continued)

Factors that may affect future tax charges

In the spring budget 2021, the UK Government announced that the UK corporation tax rate would increase to 25% with effect from 1 April 2023, the effects of which are immaterial in the current year.

12.	Intangible assets

		Computer software
		£
	Cost
	At 1 January 2024	192,226
	At 31 December 2024	192,226
	Amortisation
	At 1 January 2024	154,201
	Charge for the year on owned assets	38,025
	At 31 December 2024	192,226
	Net book value
	At 31 December 2024	-
	At 31 December 2023	38,025

Page 24

AVF GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Tangible fixed assets

	Plant and machinery	Fixtures and fittings	Computer equipment	Other fixed assets	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2024	110,359	70,672	56,820	1,916	239,767
At 31 December 2024	110,359	70,672	56,820	1,916	239,767
Depreciation
At 1 January 2024	110,359	70,628	46,720	1,916	229,623
Charge for the year on owned assets	-	44	5,553	-	5,597
At 31 December 2024	110,359	70,672	52,273	1,916	235,220
Net book value
At 31 December 2024	-	-	4,547	-	4,547
At 31 December 2023	-	44	10,100	-	10,144

14.	Stocks
		2024	2023
		£	£

	Finished goods and goods for resale	1,630,993	1,876,350

An impairment charge of £7,431 (2022: £55,524 charge) was recognised in cost of sales against stock during the year due to slow-moving and obsolete stock.

Page 25

AVF GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.

Debtors

					2024	2023
					£	£


Trade debtors	2,189,130	1,730,455
Amounts owed by group undertakings	4,408,902	4,412,243
Other debtors	-	2,530
Prepayments and accrued income	201,059	164,028
Deferred tax asset	81,401	81,401
	6,880,492	6,390,657

A Bad debt charge of £-828 (Impairment reversal in 2023: £11,850) was recognised in the year agianst bad debt reserves in the trade debtors
Amounts owed by group undertakings do not bear interest and are repayable on demand.

16.	Cash and cash equivalents
		2024	2023
		£	£

	Cash at bank and in hand	215,459	161,809

Included within cash at bank is £20.7k (2023: £30k) of restricted cash in respect of a HMRC Duty Deferment Guarantee Facility.

17.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

Other loans	1,285,715	918,206
Trade creditors	2,620,644	1,906,419
Amounts owed to group undertakings	2,539,009	3,096,613
Corporation tax	35,201	35,201
Other taxation and social security	171,829	309,596
Accruals and deferred income	729,093	1,074,442
	7,381,491	7,340,477

The asset based lending facility has a £1.5M limit and is secured by a fixed and floating charge over the asset of the group.

Page 26

AVF GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

18.	Creditors: Amounts falling due after more than one year
		2024	2023
		£	£

	Bank loans	181,250	-

19.	Deferred taxation

		2024
		£

	At beginning of year	81,401
	At end of year	81,401

The deferred tax balance is made up as follows:
	2024	2023
	£	£

Deferred tax - brought forward	81,401	118,794
Deferred tax asset - charged to the profit or loss	-	(37,393)
	81,401	81,401

Comprising:
Asset - due within one year	81,401	81,401
	81,401	81,401

Page 27

AVF GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

20.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

45,340 (2023 - 45,340) Ordinary shares of £1.00 each	45,340	45,340

21.

Reserves

Capital redemption reserve

Represents amounts historically transferred upon the redemption or purchase of the Company's own shares.

Profit and loss account

Includes all current and prior year retained profits and losses.

22.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £191,726 (2023 - £198,473). Contributions totalling £16,654 (2023 - £33,775) were payable to the fund at the reporting date and are included in creditors.

Not later than 1 year	190,080	187,217
Later than 1 year and not later than 5 years	469,133	653,590
	659,213	840,807

Page 28

AVF GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

24.	Related party transactions
	As a wholly owned subsidiary of AVF Global Limited, the Company is exempt from the requirements of FRS 102 to disclose transactions with other wholly owned members of the group.

25.	Controlling party

AVF Group Limited is a subsidiary undertaking of AVF Holdings Limited, a company registered in England and Wales. The ultimate parent and controlling party at the balance sheet date was AVF Global Limited.
The largest and smallest group in which the results of AVF Group Limited for the year ended 31 December 2024 are consolidated is that headed by AVF Global Limited, whose principal place of business is Road 30, Hortonwood Industrial Estate, Telford, Shropshire, TF1 7YE. The consolidated financial statements of the group are available to the public and may be obtained from the above address.
Subsequent to the year end, on 16 June 2025, BestQi Innovation Technology Co., a company incorporated in Hong Kong, became the ultimate controlling party of AVF Group Limited..

26.	Post balance sheet events

On 16 June 2025, BestQi Innovation Technology Co., a company incorporated in Hong Kong, made a strategic investment in AVF Global Limited, the then ultimate parent and controlling party of the AVF Group Limited, by subscribing newly issued ordinary shares. As a result of this share issuance, BestQi Innovation Technology Co. holds a 76.32% equity interest in AVF Global Limited and became the company’s ultimate parent undertaking from that date.
This transaction occurred after the balance sheet date and has not been reflected in the financial statements for the year ended 31 December 2024. The directors have assessed the impact of this event and concluded that it does not have a material effect on the company’s financial position as at the balance sheet date.

Page 29