ACCOUNTS - Final Accounts preparation

Registered number: 02663736

AVF PROPERTY HOLDINGS LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

AVF PROPERTY HOLDINGS LIMITED

CONTENTS

	Page
Directors' report	1 - 2
Independent auditor's report	3 - 6
Statement of comprehensive income	7
Balance sheet	8
Statement of changes in equity	9
Notes to the financial statements	10 - 15

AVF PROPERTY HOLDINGS 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 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:

D A Gallimore (Resigned 16 June 2025)

A M Keenan (Resigned 16 June 2025)
J A Gallimore (Resigned 16 June 2025)
Y Lyu (Appointed 16 June 2025)
G Sun (Appointed 16 June 2025)
M Xie (Appointed 16 June 2025)
S West (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.

Page 1

AVF PROPERTY HOLDINGS 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.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A 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 2

AVF PROPERTY HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AVF PROPERTY HOLDINGS LIMITED

Opinion

We have audited the financial statements of AVF Property Holdings Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of comprehensive income, the Balance sheet, 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's 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 3

AVF PROPERTY HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AVF PROPERTY HOLDINGS 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Directors' report has 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 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; or

∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' report and from the requirement to prepare a Strategic report.

Page 4

AVF PROPERTY HOLDINGS LIMITED

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

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 1, 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.

Auditor 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 5

AVF PROPERTY HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AVF PROPERTY HOLDINGS 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 6

AVF PROPERTY HOLDINGS LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	282,936	281,893
Gross profit	282,936	281,893
Administrative expenses	(260,002)	(257,216)
Operating profit	22,934	24,677
Profit for the financial year	22,934	24,677

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 10 to 15 form part of these financial statements.

Page 7

AVF PROPERTY HOLDINGS LIMITED

REGISTERED NUMBER: 02663736

BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£


Current assets
Debtors: amounts falling due within one year	5	1,711,464		1,576,511
Cash at bank and in hand		17		12
		1,711,481		1,576,523
Creditors: amounts falling due within one year	6	(138,696)		(46,652)
Net current assets			1,572,785		1,529,871
Total assets less current liabilities			1,572,785		1,529,871
Provisions for liabilities
Other provision			(624,920)		(604,940)
Net assets			947,865		924,931

Capital and reserves
Called up share capital	1,200,000	1,200,000
Profit and loss account	(252,135)	(275,069)
	947,865	924,931

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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 10 to 15 form part of these financial statements.

Page 8

AVF PROPERTY HOLDINGS LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2023	1,200,000	(299,746)	900,254

Profit for the year	-	24,677	24,677

At 1 January 2024	1,200,000	(275,069)	924,931

Profit for the year	-	22,934	22,934
At 31 December 2024	1,200,000	(252,135)	947,865

The notes on pages 10 to 15 form part of these financial statements.

Page 9

AVF PROPERTY HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

AVF Property Holdings Limited is a private company limited by shares and incorporated in England and Wales. Its registered head office is located at Road 30, Hortonwood Industrial Estate, Telford, Shropshire, TF1 7YE.
The principal activity of the Company is that of a head office company.

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

2.2

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 three-year debtor based 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..

2.3

Revenue

Turnover represents rental income received. This is recognised on a straight line basis over the term of the lease.

2.4

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.

Page 10

AVF PROPERTY HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.5

Operating leases: the Company as lessor

Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.

Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.

2.6

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.

2.7

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.

2.8

Financial instruments

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties and loans to related parties.

2.9

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.

2.10

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.

2.11

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

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AVF PROPERTY HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Employees

The average monthly number of employees, including the directors, during the year was as follows:

	2024	2023
	No.	No.

Directors	2	2

The Directors are remunerated through other group companies.

4.	Taxation

		2024	2023
		£	£



Total current tax	-	-

Tax on profit

Factors affecting tax charge for the year
The tax assessed for the year is the same as (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 25%). The differences are explained below:
	2024	2023
	£	£

Profit on ordinary activities before tax

22,934

24,677

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)	5,734	5,804
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	1,198	599
Deferred tax not recognised	(6,982)	(6,806)
Adjustments in respect of prior periods	50	-
Remeasurement of deferred tax for changes in tax rates	-	403
Total tax charge for the year	-	-

Page 12

AVF PROPERTY HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

4.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.

Debtors

					2024	2023
					£	£


Amounts owed by group companies	1,703,576	1,568,580
Prepayments and accrued income	7,888	7,931
	1,711,464	1,576,511

Amounts owed by group undertakings are interest free and repayable on demand.

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

Other creditors	138,696	46,652
	138,696	46,652

7.	Provisions

		Dilapidation provision
		£

	At 1 January 2024	604,940
	Charged to profit or loss	19,980
	At 31 December 2024	624,920

The provision relates to potential property dilapidation obligations under a commercial lease.

Page 13

AVF PROPERTY HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

8.	Commitments under operating leases
	At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		2024	2023
		£	£

Not later than 1 year	221,986	221,986
Later than 1 year and not later than 5 years	619,711	840,772
	841,697	1,062,758

The future minimum sublease receipts by the Company under non-cancellable subleases at year-end were £1,072,866 (2023: £1,349,564). These sublease receipts can be analysed as follows:

					2024	2023
					£	£

Not later than 1 year	282,954	281,893
Later than 1 year and not later than 5 years	789,912	1,067,671
	1,072,866	1,349,564

9.	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.

10.	Ultimate parent and controlling party

The ultimate parent and controlling Company at the balance sheet date was AVF Global Limited which is registered in England and Wales.
Copies of the group financial statements of AVF Global Limited, being the only group accounts prepared in the UK that include AVF Property Holdings Limited, are available from Road 30, Hortonwood Industrial Estate, Telford, Shropshire, TF1 7YE.
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 Property Holdings Limited.

Page 14

AVF PROPERTY HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.	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 Property Holdings 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 15