AFC Group Holdings Limited logo

AFC releases Annual Report for the year ended 31 March 2019

Annual Report28 June 2019AFCFinancials

AFC GROUP HOLDINGS LIMITED
ANNUAL REPORT 2019

FOR THE YEAR ENDED 31 MARCH 2019

AFC GROUP HOLDINGS LIMITED
ANNUAL REPORT CONTENTS

FOR THE YEAR ENDED 31 MARCH 2019

Page

Directors' Profiles

2

Directors' Report

3

Corporate Governance Statement4 - 5

AFC Longview Limited6

AFC International Trading Group Limited 7

National Dairy Group Limited 8

AFC Biotechnology Manufacture Co Limited 9

AFC GoGlobal Ecommerce Limited 10

AFC Education Investment Limited 10

Financial Statements 11

Consolidated Statement of Comprehensive Income 12

Consolidated Statement of Changes in Equity 13

Consolidated Statement of Financial Position 14

Consolidated Statement of Cash Flows15

Notes to the Consolidated Financial Statements 16 - 55

Independent Auditor's Report56 - 58

Shareholder and Statutory Information59 - 62

Corporate Information63


AFC Group Holdings Limited Annual Report 2019

Page 1

AFC GROUP HOLDINGS LIMITED
QIANG LI

HAO LONG

ZILEI WANG

Mr. Hao Long moved to New Zealand in 2002

and graduated from Massey University with a

double major in Accounting and Marketing. He is

a Chartered Accountant (CA), a member of

Chartered Accountants Australia and New

Zealand, and a Chartered Member of the

Institute of Director (CMInstD). He has over 12

years professional accounting experience,

including working for a Big 4 accounting firm plus

governance and management experience in the

commercial sectors in China and New Zealand.

Mr. Long joined AFC in 2015 and is the

Executive Director and CFO of AFC Group

Holdings Ltd, and the CEO of AFC Longview

Limited.

Mr.ZileiWanggraduatedfromShanghai

International Studies University, where he

obtained a Master Degree of Arts in English

Language and Literature. He is a member of The

Chinese Institute of Certified Public Accountants

(CICPA) and has business experience in

corporate finance, cross-border mergers and

acquisitions, corporate governance and financial

management in New Zealand. He sits on the

Board of several private companies in New

Zealand.

Mr. Wang joined AFC in 2018 and is an

Independent Director of AFC Group Holdings

Limited, and member of the Audit and Risk

committee.

Mr. Qiang Li had more than 10 years’ experience

in the health industry before he came to New

Zealand in 2001 to study for his MBA

qualification. He joined GMP Dairy Limited in

2004. He gained experience in research and

development, purchasing and production

department. He’s also promoted New Zealand

health products into the Chinese market

successfully while he was working with GMP. He

joined the GMP management group in 2010, and

during that time promoted the “KAWALA” brand

of milk products into the Chinese market.

Mr. Li joined AFC in 2016 and is an Independent

Director of AFC Group Holdings Limited, and

member of the Audit and Risk committee.

DIRECTORS' PROFILES

YANG XIA BO XIAN CAO

Yang Xia is a Chinese National with more than

30 years of experience in commerce and

finance. Prior to starting his own business, he

held management and leadership roles in the

Chinese Government’s finance department and

in major nationally owned Chinese companies.

He is a former director general of the Anhui

Chaohu Foreign Trade and Economic Relations

Commission. He currently holds directorships in

various Chinese companies spanning a range of

industries.

In 2007 Mr Xia formed his own investment

company, Guangdong Yinrui Investment &

Management Company. While a majority of his

investments are in China, he has also invested in

a chemical company in Thailand. Mr Xia is

currently in the process of expanding his

investment activities into Australia and New

Zealand having founded NZ Silveray Group

Limited in February 2014.

Mr. Bo Xian Cao is a Chinese National and a

New Zealand Citizen. He moved to New Zealand

in 1994 and he has over 22 years business

experience in China and New Zealand. He has

held various executive positions in export related

sectors specifically primary industries (including

Hydroponics) and Skin Care industries. Mr. Cao

has developed skills in trading between New

Zealand and Asian countries specialising in

Hong Kong and China.

Mr. Cao joined AFC in 2016 and he is currently

the director of AFC Group Holdings Limited, and

Chairman of the Audit and Risk committee.

AFC Group Holdings Limited Annual Report 2019

Page 2

AFC GROUP HOLDINGS LIMITED
Yang Xia

Chairman of the Board of Directors

Looking forward to the next year, AFC Group and its subsidiaries have a series of new plans and management

from personnel structure to product structures, new products development to customer service, sales channels

development to brand promotions, achieving a cost-effective model, and revising the Group's profit model and

organisation. There is some good news that the DDMASK Tmall (Alibaba) flagship store will be officially opened

soon. The celebration promotion event of the 50th anniversary of AFC Longview will also begin in July 2019.

Overall, AFC Group has made a qualitative leap in corporate governance and management, brand building and

publicity, and work production throughout the year. This is due to the strong support and substantial help by the

shareholders, staff and the support from the communities. On behalf of all the staffs of AFC Group, I would like

to sincerely thanks for all the support given throughout the year.

In addition, the Group participated in the first China International Import Expo in October 2018 and achieved

good results in on-site sales and contracted customers. The consolidated financial statement of the Group has

been successfully audited and we had no audit adjustment in the current year.

DIRECTORS' REPORT

After three years of development, AFC Group is constantly exploring the paths suitable for its own development

and has continuously organised the winery, biotechnology, trading, education and other sectors. Over the past

few years, AFC Group has provided more than 40 jobs opportunities to the local communities and paid nearly a

million in taxes. In the process of continuous development and exploration, AFC Group has repeatedly adjusted

its tactics and strategic decisions, and finally formed a stable structure led by AFC Group which focuses on the

two major sectors of wineries and biotechnology. As a result, the Group has a clearer future development plan.

The DDMASK facial mask brand produced by AFC Biotechnology Manufacturing Co Ltd. became the first mask

brand in New Zealand registered by China's National Medical Products Administration (NMPA) in April 2018.

The record marks that DDMASK officially entered China in a commodities trade and directly faced Chinese

consumers. In addition, in order to provide better service in the market and to consumers, and to strengthen

brand management, the company has successfully reached strategic cooperation agreements with several

large distributors at the end of 2018. At the beginning of 2019, the company launched the new scenery view

series masks. DDMASK products have successfully entered the airport duty-free shops and are available to the

general public.

AFC Group Holdings Limited successfully merged to the NZX main board equity security market (NZX) on the 1

February 2019 and became one of the 173 listed companies in New Zealand. The listing of the NZX main board

has laid a solid foundation for the future development of the AFC Group in the New Zealand capital market.

In 2018-2019, AFC Longview Limited actively participated in an official event and exhibition organised by the

New Zealand Wine and the NZTE. These events have greatly enhanced the reputation of AFC Longview. At the

same time, the winery also cooperated with several New Zealand well-known vineyards and launched a variety

of red and white wines. In 2018, these wines won the Golden Bottle Award, G100 Gold Award, and other wine

awards in China.

AFC Group Holdings Limited Annual Report 2019

Page 3

AFC GROUP HOLDINGS LIMITED
Meetings

Attended

Meetings Held

Yang Xia

33

33

33

Qiang Li

33

23

AUDIT COMMITTEE

Yang Xia

Qiang Li

Zilei Wang

20192018

MaleMale

Directors54

CORPORATE GOVERNANCE STATEMENT

Profiles of the individual Directors can be found on

page 2.

A breakdown of the gender composition of directors

and officers as at the Company's balance date,

including comparative figures is shown below:

The Board met 3 times during the year and received

papers, including regular reports from management,

to read and consider before each meeting. The Board

is provided at all times with accurate timely

information on all aspects of AFC’s operations and is

kept informed of key risks to AFC on a continuing

basis.

In addition, the Board meets whenever necessary to

deal with specific matters needing attention between

scheduled meetings, including a number of meetings

to consider various opportunities. These meetings are

not included in the numbers below.

Board Members

Hao Long

Bo Xian Cao

The AFC Audit Committee has been established to

focus on audit and risk management and specifically

addresses responsibilities relative to financial

reporting and regulatory conformance.

Non-Executive (Chair)

Non-Executive

Executive

Independent

Bo Xian Cao

Zilei Wang

The Audit Committee held and attended 3 meetings

during the year and comprised of the following

members:

The Board of Directors (“the Board”) of AFC Group

Holdings Limited (“AFC” or “the Company”)

recognises the need for strong corporate

governance practices and has adopted a

comprehensive corporate governance code.

The Board believes that the corporate governance

structures and practices encourage the creation of

value for AFC shareholders whilst ensuring the

highest standards of ethical conduct and providing

accountability and control systems commensurate

with the risks involved.

ROLE AND COMPOSITION OF THE BOARD

The Board is responsible for the direction and

control of AFC and is accountable to shareholders

and others for AFC’s performance and its

compliance with applicable laws, regulations and

standards.

AFC offers shareholders an experienced Board

with skills across a number of industries and

disciplines.

The AFC Constitution requires a minimum of three

Directors. The Board elects a Chairman whose

primary responsibility is the efficient functioning of

the Board.

For 31 March 2019, the Board comprised of the

following directors:

The Audit Committee is accountable for ensuring the

performance and independence of the external

auditors and also makes recommendations to the

Board. The committee met twice during the year.

Bo Xian Cao (Chairman)

Qiang Li

Zilei Wang

ETHICAL CONDUCT

AFC has adopted a policy of business ethical conduct

that is designed to formalise its commitment to high

standards of ethical conduct and to provide all

Directors and representatives with clear guidance on

those standards. These are governed by its Code of

Ethics, Conflicts of Interest Policy and its Insider

Trading Policy.

Hao Long

Independent

AFC Group Holdings Limited Annual Report 2019

Page 4

AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT CONTINUED

OTHER COMMITTEES

SHAREHOLDER INFORMATION

AFC’s Code of Ethics details the ethical and

professional behavioural standards required of the

Directors and other officers. The code also

provides the means for proactively addressing and

resolving potential ethical issues.

The Conflicts of Interest Policy details the process

to be adopted for identifying conflicts of interest and

the actions that should be taken.

The Code of Ethics and Conflicts of Interest Policy

are available for the shareholders upon request.

The Board recognises the importance of providing

comprehensive and timely information to

shareholders.

Due to the importance of nomination and

remuneration matters the Board as a whole

addresses these and consequently there is no

separate Nomination or Remuneration Committee.

AFC maintains a website for shareholders,

www.afcnz.com. Shareholder reports, market

announcements, copies of Annual Reports,

presentations, press releases and news articles, as

well as performance data, are posted on the

website.

AFC Group Holdings Limited Annual Report 2019

Page 5

AFC GROUP HOLDINGS LIMITED
AFC LONGVIEW LIMITED

Longview Estate was established by the Vuletich family in 1969. Longview Estate Wines pioneered wine-growing

in Whangarei. Longview is the oldest commercially operating vineyard in northern New Zealand with a total area

of 6.5 hectares of vines. The Winery produces a series of wines with annual output of 18,000 litres. Varieties

include Cabernet Sauvignon, Merlot, Cabernet Franc, Malbec, Syrah, Chardonnay, White Diamond and

Gewürztraminer. The major wines are Reserve Gewurztraminer, Chardonnay, White Diamond, Merlot Cabernet

Franc Malbec-Syrah and Gumdiggers Port. White Diamond is the unique product in New Zealand. White

Diamond grapes produce a sweet fragrant, fruity wine, with an intense grape flavour. “Once tasted never

forgotten”.

AFC Group Holdings Limited Annual Report 2019

Page 6

AFC GROUP HOLDINGS LIMITED
AFC INTERNATIONAL TRADING GROUP LIMITED

AFC International Trading Group Limited (AFCIT) was setup to purchase products in New Zealand and to

export these to China and Hong Kong. AFCIT is able to draw on the capital resources of AFC and hence it can

purchase products from suppliers and export these to the most lucrative markets. AFCIT has helped many

exporters to gain access to the Chinese and Hong Kong markets without having to spend valuable money on

expensive marketing trips and promotion.

AFC Group Holdings Limited Annual Report 2019

Page 7

AFC GROUP HOLDINGS LIMITED
NATIONAL DAIRY GROUP LIMITED

National Dairy Group Limited (NDG) is involved in research and development, manufacturing and

management. All NDG products pass the qualification of GMP (Good Manufacturing Practice) in New

Zealand. NDG is a wholly owned subsidiary of AFC Group Holdings Limited (AFC), NDG owns the “ Morning “

brand plus other brands. Its products are sold across New Zealand, Australia and China. NDG promotes

natural health and scientific nutrition so it is able to provide its customers with high quality health food.

AFC Group Holdings Limited Annual Report 2019

Page 8

AFC GROUP HOLDINGS LIMITED
AFC Biotechnology Manufacture Co Limited started production within six months after incorporation in July

2016. The designed annual capacity of the production line is 7 million sheets of face mask. With the most

advanced face mask production line in New Zealand, the company adopts GMP standard and operates in a

dust-free work shop. The Company sells both in New Zealand and exports primarily to China.

AFC BIOTECHNOLOGY MANUFACTURE CO. LIMITED

AFC Group Holdings Limited Annual Report 2019

Page 9

AFC GROUP HOLDINGS LIMITED
AFC EDUCATION INVESTMENT LIMITED

AFC Education Investment Limited (AFCEI) was established to acquire and reconstruct for educational

institutes. It will integrate the educational resources and models of studying abroad between China and New

Zealand.

AFC GOGLOBAL ECOMMERCE LIMITED

GoGlobal is designed to be a platform which specialises in the sale of quality New Zealand and Australian

products to China. This easy to use international platform allows producers and retailers to access the vast

Chinese market with ease. The sellers can control their own prices, inventory, and all other aspects of the

marketing and sales process from New Zealand.

AFC Group Holdings Limited Annual Report 2019

Page 10

AFC GROUP HOLDINGS LIMITED
CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2019

20192018

Notes

NZ$ NZ$

Operating Revenue2 2,602,043 6,506,888

Cost of Sales(1,436,205) (5,146,361)

Gross profit1,165,838 1,360,527

Other Income2 20,820 347,473

Expenses

Selling and Distribution Expenses3 (957,643) (510,382)

Administration Expenses3 (1,187,412) (1,628,208)

Impairment loss on trade receivables(25,377)(29,674)

(983,774) (460,264)

Finance Income

2 3,726

1,431

Finance Expense

3 (100)

(13,989)

3,626 (12,558)

Profit / (Loss) before income tax(980,148) (472,822)

Income tax expenses4 - -

Profit / (loss) for the year(980,148)(472,822)

Other comprehensive income

- -

Total comprehensive income / (loss) for the year(980,148) (472,822)

Profit/(loss) and Total Comprehensive Income Attributable to:

Equity holders of the parent(583,177) (412,406)

Non-controlling interest

7

(396,971)(60,416)

(980,148) (472,822)

Profit / (loss) per share:

Basic earnings per share (cents per share)

5 (0.00027) (0.00013)

Diluted earnings per share (cents per share)

5 (0.00027) (0.00013)

Operating profit / (loss)

The financial statements are to be read in conjunction with the notes to the financial statements set out on pages 16 to 55.

AFC Group Holdings Limited Annual Report 2019

Page 12

AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2019

Notes

Issued

Share

Capital

Accumulated

Losses

Equity

Holders of

the Parent

Non-

Controlling

Interests

Total

NZ$ NZ$ NZ$ NZ$ NZ$

Balance as at 1 April 201728,679,503 (24,706,885) 3,972,618 1,014,071 4,986,689

Net loss for the financial year-(412,406) (412,406) (60,416) (472,822)

Other comprehensive income-----

Total comprehensive income/(loss)-(412,406) (412,406) (60,416) (472,822)

Transactions with owners

Ordinary shares issued

6,7

--- 200,000 200,000

Total transactions with owners--- 200,000 200,000

Balance as at 31 March 201828,679,503 (25,119,291) 3,560,212 1,153,655 4,713,867

Net loss for the financial year-(583,177) (583,177) (396,971) (980,148)

Other comprehensive income-----

Total comprehensive income/(loss)-(583,177) (583,177) (396,971) (980,148)

Balance as at 31 March 201928,679,503 (25,702,468) 2,977,035 756,684 3,733,719

The financial statements are to be read in conjunction with the notes to the financial statements set out on pages 16 to 55.

AFC Group Holdings Limited Annual Report 2019

Page 13

AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2019

20192018

Notes

NZ$

NZ$

SHAREHOLDERS EQUITY

Issued share capital

6

28,679,503 28,679,503

Accumulated losses(25,702,468) (25,119,291)

Total Equity attributable to shareholders of the company2,977,035 3,560,212

Non-controlling Interest

7

756,684 1,153,655

Total shareholders funds 3,733,719 4,713,867

Represented by:

CURRENT ASSETS

Cash and cash equivalents

8

240,645 665,779

Trade, other and related party receivables

9

969,876 1,298,761

Inventories

11

1,207,417 1,308,632

Prepayments and other current assets

10

139,348 313,793

Total current assets2,557,286 3,586,965

NON-CURRENT ASSETS

Property, plant and equipment

12

1,828,860 1,912,123

Intangible assets and goodwill

14

1,158 2,249

Deferred tax assets

4

- -

Total non-current assets1,830,018 1,914,372

Total assets4,387,304 5,501,337

CURRENT LIABILITIES

Trade, other and related party payables

15

653,585 787,470

Total current liabilities653,585 787,470

Total liabilities653,585 787,470

Net assets 3,733,719 4,713,867

For and behalf of the Board, dated ______________________

Yang XiaHao Long

Director Director

The financial statements are to be read in conjunction with the notes to the financial statements set out on pages 16 to 55.

AFC Group Holdings Limited Annual Report 2019

Page 14

26/06/2019

AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2019

20192018

Notes

NZ$ NZ$

Cash flows from operating activities

Cash was received from:

Receipts from customers 2,955,678 6,628,350

Receipts from related parties- 718,364

Interest received3,726 1,431

Other receipts20,820 56,930

Cash was applied to:

Payments to suppliers and employees(3,333,134) (7,553,745)

Payments to related parties(41,524)-

Interest paid(100)(13,989)

Income tax paid-

-

Net cash outflow from operating activities

17

(394,534) (162,659)

Cash flows from investing activities

Cash was received from:

Proceeds from disposal of property, plant and equipment

1,058 -

Cash was applied to:

Purchase of property, plant and equipment

12

(25,978)(41,755)

14

- (1,500)

Net cash outflow from investing activities(24,920)(43,255)

Cash flows from financing activities

Cash was received from:

Proceeds from issue of equity to non-controlling interests

7

- 200,000

Cash was applied to:

Payments to related parties- (119,701)

Net cash inflow from financing activities- 80,299

(419,454) (125,615)

Foreign currency translation adjustment

(5,680)13,553

Cash and cash equivalents at the beginning of the year

665,779 777,841

Cash and cash equivalents at the end of the year

8

240,645 665,779

Purchase of intangible assets

Net increase/(decrease) in cash and cash equivalents

The financial statements are to be read in conjunction with the notes to the financial statements set out on pages 16 to 55.

AFC Group Holdings Limited Annual Report 2019

Page 15

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

1.ACCOUNTING POLICIES

REPORTING ENTITY

1.1Statement of compliance

1.2 Basis of preparation

1.3 New accounting standards adopted

AFC Group Holdings Limited (the “Company”) is a company incorporated and domiciled in New Zealand and

registered under the Companies Act 1993. The Company is listed and its ordinary shares are quoted on the NZX main

board equity security market (NZX main market) and the addresses of its registered office and principal place of

business are disclosed in the Corporate Information section of this report. The Company is an FMC Reporting Entity

under the Financial Markets Conduct Act 2013 and its financial statements comply with the Companies Act 1993 and

the Financial Markets Conduct Act 2013.

The consolidated financial statements of AFC Group Holdings Limited for the year ended 31 March 2019 comprise the

Company and its subsidiaries (together referred to as the "Group"). For the purposes of complying with generally

accepted accounting practice in New Zealand ("NZ GAAP"), the Group is a for-profit entity. As a listed company, the

Group is considered a Tier One entity. The principal activity of the Company and the Group is to produce, manufacture

and purchase food, health, and cosmetic products for distribution in New Zealand and the Chinese markets. The

Group also operates in the winery and vineyard industry which has manufacturing operations.

These financial statements have been prepared in accordance with NZ GAAP. They comply with New Zealand

equivalents to International Financial Reporting Standards and other applicable Financial Reporting Standards ("NZ

IFRS"), as applicable to the Group as a profit oriented entity. These financial statements also comply with International

Financial Reporting Standards ("IFRS").

The consolidated financial statements were approved and authorised for issue by the directors on _______________.

The directors are not able to amend the financial statements after issue.

The consolidated financial statements are prepared on a cost basis except for biological produce which has been

measured at fair value and financial assets which are carried at amortised cost. The preparation of financial

statements in conformity with NZ IFRS and IFRS requires the use of certain critical accounting estimates and

assumptions. It also requires management to exercise its judgement in the process of applying the group’s accounting

policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates

are significant to the consolidated financial statements are disclosed in note 1.24.

The consolidated financial statements for the Group are presented in New Zealand dollars ($), which is the functional

currency of all entities within the Group. All financial information has been rounded to the nearest dollar unless

otherwise stated.

The Group has applied NZ IFRS 15 (Revenue from Contracts with Customers) and NZ IFRS 9 (Financial Instruments)

from 1 April 2018.

AFC Group Holdings Limited Annual Report 2019

Page 16

26/06/2019

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

1.ACCOUNTING POLICIES (continued)

1.3 New accounting standards adopted (continued)

NZ IFRS 9 sets out the requirements for recognising and measuring financial assets and financial liabilities and

replaces IAS 39 Financial Instruments: Recognition and Measurement. NZ IFRS 9 replaces the multiple classification

and measurement categories in IAS 39 with a single model that has initially two main classification categories:

amortised cost and fair value. Classification of debt assets will be driven by the entity’s business model for managing

the financial assets and the contractual cash flow characteristics of the financial assets.

As a result of the adoption of NZ IFRS 9, the Group has adopted consequential amendments to IAS 1 Presentation of

Financial Statements, which require impairment of financial assets to be presented in the Statement of

Comprehensive Income as a separate line item. Previously, the Group presented impairment of trade receivables

under administration expenses. The Group has reclassified impairment losses of $29,674, recognised under

administration expenses to 'impairment losses on trade receivables' for the year ended 31 March 2018.


The Group has also adopted consequential amendments to NZ IFRS 7 Financial Instruments: Disclosures that are

applied to disclosures about 2018 but have not been generally applied to comparative information.

NZ IFRS 15: Revenue from Contracts with Customers – applicable to the Group from 1 April 2018

NZ IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is

recognised and replaces IAS 18 Revenue.

Under NZ IFRS 15, revenue is recognised when a customer obtains control of the goods or services. The Group will

recognise revenue from contracts with customers in accordance with that core principle by applying the following

steps: Step 1: Identify the contract(s) with a customer; Step 2: Identify the performance obligations in the contract;

Step 3: Determine the transaction price; Step 4: Allocate the transaction price to the performance obligations within the

contract; Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation. Under NZ IFRS 15,

revenue is recognised when a customer obtains control of the goods or services. Determining the timing of the transfer

of control - at a point in time or over time requires judgement.

There has been no material impact on the retained earnings as a result of the transition to NZ IFRS 15 as at 1 April

2018 as the recognition and measurement of revenue by the Group has not materially changed under the new

standard. The Group's contracts with customers for the supply of products and revenue are recognised at a point in

time when the sale is completed and the customer obtains control of the goods under the sale contract. The Group

does not have any additional performance obligations under these contracts that would need to be spread over a

longer term.

There has been no material impacts of adopting NZ IFRS 15 on the Group’s statement of financial position as at 31

March 2019 and statement of comprehensive income for the year ended 31 March 2019. There was also no material

impact on the Group’s statement of cash flows for the year ended 31 March 2019.

Contracts for the supply of goods

Under IAS 18, revenue for the contracts for the supply of goods to customers was recognised when the goods were

delivered to the customers which was taken to be the point in time at which the customer accepted the goods and the

related risks and rewards of ownership transferred. Revenue was recognised at that point provided that the revenue

and costs could be measured reliably and the recovery of the consideration was probable. Under NZ IFRS 15, revenue

for contracts for the supply of goods is recognised at a point in time when the customer obtains control of the goods

and all performance obligations have been satisfied.

NZ NZ IFRS 9: Financial Instruments

AFC Group Holdings Limited Annual Report 2019

Page 17

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

1.ACCOUNTING POLICIES (continued)

1.3 New accounting standards adopted (continued)

Original

carrying

amount

under IAS

39

New

carrying

amount

under NZ

IFRS 9

665,779 665,779

455,530 455,530

843,231 843,231

Total Financial Assets1,964,540 1,964,540

Financial Liabilities

396,436 396,436

391,034 391,034

Total Financial Liabilities787,470 787,470

Related party payables and loans

Trade creditors and other payables

There has been no significant impact of adopting NZ IFRS 9 on the opening balance of retained earnings and non-

controlling interest.

NZ NZ IFRS 9: Financial Instruments (continued)

New classification under

NZ IFRS 9

Amortised cost

Amortised cost

Amortised cost

Amortised cost

Impairment of financial assets

The impairment model in the NZ IFRS 9 also moves from the previous “incurred loss” model to an “expected loss”

model. The impairment provisioning on trade receivables is one of the main area of impact as a result of the

requirement to use a "expected loss" model.

The Group has determined that the application of NZ IFRS 9's impairment requirements as at 1 April 2018 did not

result in an material additional allowance for impairment.

Classification and measurement of financial assets and financial liabilities

NZ IFRS 9 sets out three principal categories for classifying financial assets as measure at amortised cost, Fair Value

Through Other Comprehensive Income ("FVOCI") and Fair Value Through Profit or Loss ("FVTPL") and eliminates the

previous IAS 39 categories of held to maturity, loans and receivables and available for sale.

NZ IFRS 9 largely retains the existing requirement in IAS 39 for the classification and measurement of financial

liabilities.

Financial assets and liabilities of the Group are measured at amortised cost. The classification and measurement of

these has remained the same under NZ IFRS 9. However, for those financial liabilities held at fair value, the Group will

be required to separate the fair value movement that relates to changes in the Group’s credit risk and record this

through Other Comprehensive Income rather than through profit or loss where the remaining change in value will be

recorded.

The following table summarises the original measurement categories under IAS 39 and the new measurement and

classification categories under NZ IFRS 9 for each class of the Group's financial assets and financial liabilities as at 1

April 2018.

Financial Assets

Amortised cost

Original

classification under

IAS 39

Loans and receivables

Loans and receivables

Loans and receivables

Loans and receivables

Amortised Cost

Financial Instrument

Related party receivables

Trade debtors and other receivables

Cash and cash equivalents

AFC Group Holdings Limited Annual Report 2019

Page 18

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

1.ACCOUNTING POLICIES (continued)

1.4New accounting standards and interpretations not yet adopted

1.5Basis of consolidation

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are

changes to one or more of the three elements of control. Consolidation of an investee begins when the Group obtains

control over the investee and ceases when the Group loses control of the investee. Assets, liabilities, income and

expenses of an investee acquired or disposed of during the year are included in the statement of comprehensive

income from the date the Group gains control until the date the Group ceases to control the investee.

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at 31

March 2019. Subsidiaries are those entities over which the Group has control. Control is achieved when the Group is

exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those

returns through its power over the investee.

NZ IFRS 16: Leases – applicable to the Group from 1 April 2019

NZ IFRS 16 requires lessees to account for all leases under a single on-balance sheet model (subject to certain

exemptions) in a similar way to finance leases under IAS 17: Leases. Lessees will be required to recognise a liability to

pay rentals with a corresponding asset, and recognise interest expense and depreciation separately. Reassessment of

certain key considerations (e.g. lease term, variable rents based on an index or rate, discount rate) by the lessee is

required upon certain events. Lessor accounting is substantially the same as lessor accounting under IAS 17’s dual

classification approach.

Impact: The Group currently has the operating lease commitments as disclosed under note 19, which will fall under

NZ IFRS 16. The Group has assessed the impact of the changes in NZ IFRS 16 on its accounting policy for the

recognition of leases. The Group will be required to recognise a ‘Right-of-use Asset’ and a corresponding ‘Finance

Liability’ in the statement of financial position for all of the leases. The change will also affect the profile of expenses

(interest and depreciation) and the timing of these expenses relative to the lease payments which are currently

recognised. Based on the operating lease commitments as at 31 March 2019, the Group will have a 'Right of use

Asset' approximately $780,000 and a corresponding 'Finance Liability' approximately $780,000 to recognise as at 1

April 2019.

When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant

facts and circumstances in assessing whether it has power over an investee, including:

- The contractual arrangement with the other vote holders of the investee;

- Rights arising from other contractual arrangements; and

- The Group’s voting rights and potential voting rights.

Profit or loss and each component of other comprehensive income ("OCI") are attributed to the equity holders of the

parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a

deficit balance. The financial statements of subsidiaries are prepared for the same reporting period as the Company,

using consistent accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows

relating to transactions between members of the Group are eliminated in full on consolidation.

A number of new standards, amendments to standards and interpretations have been approved but are not yet

effective and have not been adopted by the Group for the year ended 31 March 2019. These will be applied when they

become mandatory.

AFC Group Holdings Limited Annual Report 2019

Page 19

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

1.ACCOUNTING POLICIES (continued)

1.5Basis of consolidation (continued)

1.6Intangible assets and goodwill

1.7Going concern

- The Group has no external debt and is therefore not subject to any externally imposed capital requirements.

The consolidated financial statements have been prepared on a going concern basis. Management has reasonable

expectation that the Group had adequate resources to continue in operational existence for the foreseeable future.

As at 31 March 2019, the Group is in a positive working capital position of $1,903,701 (2018: $2,799,495) and net

equity of $3,733,719 (2018: $4,713.867). The Group did not raise any equity funding during the year (2018: $Nil) from

share placements. The Directors consider that using the going concern basis is appropriate having reviewed cash flow

projections of the Group to September 2020 based on a number of key assumptions and Director’s intentions

including:

Distribution right asset is amortised on the straight line basis over the life of the agreement and is also tested for

impairment annually. The distribution right asset is recognised in the statement of financial position at cost less

accumulated amortisation and any impairment losses.

Trademarks are also tested for impairment annually and are carried at cost less any accumulated amortisation and

impairment losses. Trademarks have a finite useful life of 10 years and the Group amortises these using the straight-

line method over 10 years. Trademarks are recognised in the statement of financial position at cost less accumulated

amortisation.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those

cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in

which the goodwill arose. The units or groups of units are identified at the lowest level at which goodwill is monitored

for internal management purposes, being the operating segments.

The Group treats transactions with non-controlling interests as transactions with equity owners of the Group. For

purchases from non-controlling interests, the difference between any consideration paid and the relevant share

acquired of the carrying value of net assets of the investee is recorded in equity. Gains or losses on disposals to non-

controlling interests are also recorded in equity.

- The Directors have forecasts that indicate the Group can manage its working capital requirements and trade

levels for at least 12 months from the date of these financial statements.

- All amounts receivable from trade receivables will be received as per customer agreements and repayment terms.

Intangible assets comprise goodwill and acquired brands, trademarks and distribution right asset. Goodwill and brands

are indefinite life intangibles subject to annual impairment testing. Brands are not amortised but are tested for

impairment annually and are carried at cost less any accumulated impairment losses.

- Bearing in mind past losses, the Group has restructured its business operations and forecasts for profits to

September 2020 by launching new products, entered into e-commerce platform, new marketing and pricing

strategies for AFC Longview Limited.

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the identifiable

net assets of the acquired subsidiary at the date of acquisition. Goodwill is not amortised but it is tested for impairment

annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at

cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of

goodwill relating to the entity sold.

AFC Group Holdings Limited Annual Report 2019

Page 20

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

1.ACCOUNTING POLICIES (continued)

1.8 Revenue

Sale of goods - Contracts with customers

Sale of goods - Other

Interest income

1.9Foreign currency

1.10Inventories

The Group generates revenue primarily from the sale of food, wine, health products and DD masks to its customers.

Other sources of revenue include interest income and rental income.

The Group recognises revenue under NZ IFRS 15 when a customer obtains control of the goods. The Group

recognises revenue to depict the transfer of products to customers in an amount that reflects the consideration to

which the entity expects to be entitled to in exchange for those goods or services.

Transactions in foreign currencies are translated to the functional currency of the Group at exchange rates at the dates

of the transactions.

Revenue from contracts with customers is recognised when the goods are delivered to the port of delivery and have

been accepted by the customer.

For contracts that permit the customer to return an item, revenue is recognised to the extent that it is highly probable

that a significant reversal in the revenue recognised will not occur. The amount of revenue recognised is adjusted for

expected returns based on historical data and trends for returns. The Group reviews its estimate of expected returns

at each reporting date.

Revenue is recognised when the goods are delivered to the customers and the customers obtain control of the goods.

The valuation of inventory is determined under the principle of lower of cost or net realisable value. The cost of

inventories is based on the first in first out principle, and includes expenditure incurred in acquiring the inventories and

bringing them to their existing location and condition. Net realisable value is the estimated selling price in the ordinary

course of business, less the estimated costs of completion and selling expenses.

Rental Income

Rental Income is recognised as income on a straight-line basis over the term of the lease.

Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the

functional currency at the exchange rate at the date. The foreign currency gains or loss on monetary items is the

difference between amortised cost in the functional currency at the beginning of the year, adjusted for effective interest

and payments during the year, and the amortised cost in foreign currency translated at the exchange rate at the end of

year.

Interest income is accrued on a time apportioned basis, by reference to the principal outstanding and at the effective

interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected

life of the financial asset to that asset's net carrying amount.

AFC Group Holdings Limited Annual Report 2019

Page 21

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

1.ACCOUNTING POLICIES (continued)

1.10Inventories (continued)

1.11Leases – Operating leases

The Group as lessee

The Group as a lessor

1.12Cash and cash equivalents

1.13Employee benefits

1.14Financial assets

The Directors’ assessment of the value is determined after reviewing and comparing the market price with the cost

and as a result of this, the carrying value of some inventories have been written down to estimated net realisable

value. The total amount of the provision written off to profit or loss at 31 March 2019 was $76,019 (31 March 2018:

$124,885).

Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave

when it is probable that settlement will be required and they are capable of being measured reliably. Provisions made

in respect of employee benefits are measured at their nominal values using the remuneration rate expected to apply at

the time of settlement.

Included within the cost of inventory is the fair value of the grapes (agricultural produce) at the time the grapes are

harvested. At the point of harvest, the harvest of grapes qualify as agricultural produce under NZ IAS 41: Agriculture

and are recorded at fair value at that date. The fair value at balance date becomes the basis of cost when accounting

for inventories.

Growing Costs: Harvesting of the grape crop is ordinarily performed in late March. Costs incurred in growing the

grapes including any applicable harvest costs, are initially allocated into the cost of inventory as part of the total cost to

acquire and grow the agricultural produce. At the point of harvest, a fair value adjustment is made so that the cost per

tonne is adjusted to fair value in accordance with NZ IAS 41: Agriculture and NZ IFRS 13: Fair Value Measurement.

Any difference between cost and fair value is included within the statement of comprehensive income as cost of sales.

The Group measures debt assets at amortised cost as the Group holds the financial assets for the collection of the

contractual cash flows, and the contractual cash flows under the instrument solely represent payments of principal and

interest. All other debt and equity instruments including investments in equity investments are recognised at fair value.

Cash and cash equivalents comprise cash on hand and cash in bank.

Rental Income from operating leases is recognised as income on a straight-line basis over the period of the lease.

Leases in which significant portion of the risks and rewards of ownership are retained by the lessor are classified as

operating leases.

Payments made under operating leases are charged to the income statement on a straight-line basis over the period

of the lease. Lease incentives received are recognised in profit or loss in a straight-line basis over the lease term as an

integral part of the total lease expense.

AFC Group Holdings Limited Annual Report 2019

Page 22

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

1.ACCOUNTING POLICIES (continued)

1.14Financial assets (continued)

Financial assets at amortised cost

1.15Financial Liabilities

Financial liabilities at amortised cost

Interest and dividends

Related party payables

1.16Equity


1.17Goods and services tax (“GST”)

Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs and are

subsequently measured at amortised cost using the effective interest method.

Interest and dividends are classified as expenses or as distributions of profit consistent with the statement of financial

position classification of the related debt or equity instruments or component parts of compound instruments.

When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly

attributable costs is recognised as a deduction from equity. Repurchased shares are classified as treasury shares.

When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity

and the resulting surplus or deficit on the transaction is presented within share premium.

Revenue, expenses, assets and liabilities are recognised net of the amount of goods and services tax (GST), except

for receivables and payables, which are recognised inclusive of GST.

Trade and other payables are initially measured at fair value less transaction costs and subsequently carried at

amortised cost and due to their short term nature they are not discounted. They represent liabilities for goods and

services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group

becomes obliged to make future payments in respect of the purchase of these goods and services.

Trade, other and related party receivables are amounts due from customers and related parties in the ordinary course

of business. The Group holds the trade, other and related party receivables with the objective to collect the contractual

cash flows and therefore subsequently measures them at amortised cost using the effective interest method.

Loans and receivables are also measured and classified at amortised cost using the effective interest method less

impairment. Interest is not charged on overdue amounts.

Transaction costs arising on the issue of equity instruments are recognised directly in equity as a reduction of the

proceeds of the equity instruments to which the costs relate. Transactions costs are the costs that are incurred directly

in connection with the issue of those equity instruments and which would not have been incurred had those

instruments not been issued.

Share capital is classified as equity when the amount represents a residual interest. Incremental costs directly

attributable to the issue of new shares or warrants are shown in equity as a deduction, net of tax, from the proceeds.

AFC Group Holdings Limited Annual Report 2019

Page 23

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

1.ACCOUNTING POLICIES (continued)

1.18Income tax

1.19Property, plant and equipment

Recognition and measurement

Subsequent costs

Depreciation

not depreciated

0% - 6% Diminishing Value

40% - 50% Diminishing Value

20% Diminishing Value

10% - 40% Diminishing Value

20% - 30% Diminishing Value

Fixture and Fittings and Office Equipment8% - 67% Diminishing Value

7.5% Diminishing Value

Computer Equipment

Leasehold Improvements

Plant & Equipment

Deferred tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be available

against which deductible temporary differences or unused tax losses and tax offsets can be utilised.

Items of property, plant and equipment are measured at cost less accumulated depreciation and any impairment

losses.

Cost includes expenditure that is directly attributable to the acquisition of the asset. In the event that settlement of all or

part of the purchase consideration is deferred, cost is determined by discounting the amounts payable in the future to

their present value as at the date of acquisition.

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item

if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be

measured reliably. The costs of the day-to-day servicing of property, plant and equipment are recognised in the profit

and loss component of the consolidated statement of comprehensive income as incurred.

Grape Vines / Bearer Plants

Motor Vehicles

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate

items (major components) of property, plant and equipment.

Land & Land Improvements

Buildings

Depreciation is recognised in the consolidated statement of comprehensive income to write off the cost of an item of

property, plant and equipment over its expected useful life, at the following rates:

Taxation expense comprises both current and deferred tax.

Current tax is the expected tax payable on the taxable income for the financial year, using tax rates enacted or

substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Income tax is recognised in the Income Statement except when it relates to items that are recognised directly under

other comprehensive income, in which case the income tax is recognised in other comprehensive income.

Deferred tax is accounted for using the balance sheet method, providing for temporary differences between the

carrying values of assets and liabilities in the financial statements and the corresponding tax base of these items.

Deferred tax is determined using tax rates and regulations enacted at the balance sheet date in New Zealand, which is

the jurisdiction the Group operates and generates taxable income in.

AFC Group Holdings Limited Annual Report 2019

Page 24

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

1.ACCOUNTING POLICIES (continued)

1.19Property, plant and equipment (continued)

1.20 Biological Assets

1.21Impairment of assets

Financial assets

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to

an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed

through profit or loss to the extent the carrying amount of the investment at the date the impairment is reversed does

not exceed what the amortised cost would have been had the impairment not been recognised.

The group has revised its impairment methodology under NZ IFRS 9.

For trade, other and related party receivables, the group applies the NZ IFRS 9 simplified approach in measuring

expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets.

The Group also considers other forward looking economic factors in determining the impairment of trade, other and

related party receivables.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains or

losses are included in the profit and loss component of the consolidated statement of comprehensive income.

For financial assets carried at amortised cost, the amount of the impairment is the difference between the asset’s

carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the

exception of loan and trade receivables where the carrying amount is reduced through the use of an allowance

account.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is

greater than its estimated recoverable amount. The useful lives and residual values are reviewed annually.

Financial assets are impaired where there is objective evidence, that as a result of one or more events that occurred

after the initial recognition of the financial assets, the estimated future cash flows of the investment have been

impacted.

Biological assets consist of grape fruit bunches. The Group grows and purchases grapes to use in the production of

wine, as part of normal operations. Grapes are normally harvested between March and May each year. The grapes

harvested and purchased are adjusted to fair value at the point of harvest after taking into consideration of various

market factors, as well as reviewing the district average pricing report for grapes of similar quality and variety. Any

adjustment to bring the cost of sales to fair value is recognised in inventory and cost of sales.

When a trade receivable is uncollectible, it is written off against the allowance account. Subsequent recoveries of

amounts previously written off are credited against the allowance account. Changes in the carrying amount of the

allowance account are recognised in profit or loss.

AFC Group Holdings Limited Annual Report 2019

Page 25

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

1.ACCOUNTING POLICIES (continued)

1.21Impairment of assets (continued)

Non-financial assets

1.22Earnings per share

1.23Cash Flows

The following are the definitions used in the consolidated statement of cash flows:

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the

estimated future cash flows are discounted to their present value using a pre tax discount rate that reflects current

market assessments of the time value of money and the risks specific to the asset for which the estimates of future

cash flows have not been adjusted. If the recoverable amount of an asset is estimated to be less than its carrying

amount, the carrying value is reduced to the recoverable amount. An impairment loss is recognised in profit or loss

immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as

a revaluation decrease.

All impairment losses are immediately recognised through profit and loss.

At each reporting date the Group reviews the carrying amounts of its tangible and intangible assets to determine

whether there is any indication that those assets have suffered an impairment loss. If any such impairment exists, the

recoverable amount of the asset is estimated to establish the impairment loss, if any. Goodwill is tested for impairment

annually and whenever there is an indication that the asset may be impaired an adjustment is made and is not

subsequently reversed.

Investing activities are the acquisition and disposal of long-term assets not included in cash and cash equivalents.

Financing activities are activities that result in changes in the size and composition of the contributed equity and

borrowings of the Group.

Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted

average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which comprises

of warrants.

Cash and cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of

cash and which are subject to an insignificant risk of changes in value.

Operating activities are the principal revenue-producing activities of the Group and other activities that are not

investing or financing activities.

The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated

by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of

ordinary shares outstanding during the period.

AFC Group Holdings Limited Annual Report 2019

Page 26

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

1.ACCOUNTING POLICIES (continued)

1.24 Critical accounting judgments and key sources of estimation uncertainty

Recognition of provision for deferred tax assets

Impairment of trade, other and related party receivables

Provision for Inventory

The Group's assessment of provisions for inventory obsolescence and net realisable value involves making estimates

and judgements in relation to future selling prices. The Group considers a wide range of factors including historical

data, current trends, recent sales data and product information from buyers as part of the process to determine the

appropriate value of these provisions.

In determining the impairment of trade, other and related party receivables provision, the Group assesses the

balances by applying the expected loss and forward looking approach under NZ IFRS 9. This assessment involves

making estimates and judgements regarding the historical data and trends, factors such as economic conditions,

external ratings, cash flow projections and other information available that impacts the customers of the Group.

The Group has not recognised a deferred tax asset (2018: had not recognised a deferred tax asset) on its statement

of financial position as at reporting date. Significant judgement is required in determining if the utilisation of deferred

assets is probable. The recognition of deferred tax assets is based upon whether it is more likely than not that

sufficient and suitable taxable profits will be available in the future against which the reversal of temporary differences

can be deducted. To determine the future taxable profits, reference is made to the latest forecasts of future earnings

of the Group. Where the temporary differences are related to losses, relevant tax law is considered to determine the

availability of the losses to offset against the future taxable profits (refer note 4).

In determining and applying accounting policies, judgement is often required in respect of items where the choice of

specific policy, accounting estimate or assumption to be followed could materially affect the reported results or net

asset position of the Group should it later be determined that a different choice would be more appropriate.

The Group prepares its consolidated financial statements in accordance with NZ IFRS, the application of which often

requires judgements to be made by management when formulating the Group’s financial position and results. Under

NZ IFRS, the Directors are required to adopt those accounting policies most appropriate to the Group’s circumstances

for the purpose of presenting a true and fair view of the Group’s financial position, financial performance and cash

flows.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are

recognised in the period in which the estimate is revised and in any future periods affected. In particular, information

about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the

most significant effect on the amount recognised in the financial statements are described in more detail below.

AFC Group Holdings Limited Annual Report 2019

Page 27

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

2.REVENUE

20192018

Operating revenue

NoteNZ$NZ$

Sale of goods

2,602,043 6,606,888

Rendering of services - distribution fees

- (100,000)

Total operating revenue

2,602,043 6,506,888

Other Income

6,780 57,482

Rental Income

14,040 13,000

Gain on forgiveness of debt

- 276,991

20,820 347,473

Total Income

2,622,863 6,854,361

Finance Income:

Interest received on bank account

313 247

Interest received from related parties

181,031 189

Other Interest received

2,382 995

3,726 1,431

Gain on forgiveness of debt

Distribution Fees

Performance Obligations and Revenue Recognition

Revenue is measured based on the consideration specified in a contract with a customer. The Group

recognises revenue when it transfers control over a good or service to a customer.

The effect of initially adopting NZ IFRS 15 on the Group's revenue from contracts with customers is discussed

in note 1.3. Due to the transition method chosen in applying NZ IFRS 15, comparative information has not been

disclosed.

The Group had a loan from NZ Silveray Limited for the deferred consideration of the NDG Distribution Right

Asset (Note 14) with a balance of $276,991 as at 30 September 2017. NZ Silveray Limited agreed to write-off

and forgive the amount outstanding in September 2017 and this resulted in income for the gain on forgiveness

of debt of $276,991 for the year ended 31 March 2018.

Due to a change in circumstances and the distribution agreement ceasing, the Group issued a credit note to

Guangdong Farmside International Trading Co. Limited (formerly known as Guangdong Farmside Dairy

Development Limited) in September 2017. The total for the credit note issued was $200,000 and this related to

the monthly distribution fees revenue recognised in both the 2017 and 2018 year (from October 2016 to 30

September 2017).

AFC Group Holdings Limited Annual Report 2019

Page 28

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

3.EXPENSES

20192018

NoteNZ$NZ$

Included in Selling and Distribution Expenses

Advertising

541,297 136,318

Business Events 115,521 74,649

Freight and Courier9,166 24,324

Rent39,707 38,448

Salaries and Sales Commission 241,352 225,692

Included in Administration Expenses

Accounting and Consulting

74,050 152,575

Amortisation of Intangible Assets

14

150 75,992

Depreciation

12

108,917 120,876

Directors Fees

64,167 43,333

Entertainment

41,729 48,142

Impairment of Intangible Assets

14

- 92,416

Insurance

21,168 23,265

Kiwisaver Contributions

10,881 15,370

Legal Fees

974 35,893

Management Fees

18

20,000 14,667

Rent144,213 134,973

Salaries681,926 554,253

NZX costs

13,250 12,050

Travel 52,869 68,901

Auditors' remuneration

Audit of financial statements

Audit of 2017 financial statements (Staples Rodway)- 45,000

Audit of 2018 financial statements(14,903) 187,662

Audit of 2019 financial statements94,488 -

Other services

Tax compliance fees

- 370

Wine Standards Management Plan audit

1,628 1,610

Total fees paid to auditors

81,213 234,642

Finance costs:

Interest paid on borrowings from related parties

18

- (10,315)

18

- (3,010)

Other interest paid(100)(664)

(100) (13,989)

The auditors of the financial statements for 2019 were William Buck Audit (NZ) Limited (2018: William Buck

Audit (NZ) Limited).

Profit / (Loss) before income tax has been determined after charging:

Finance charge on deferred consideration for distribution right asset

AFC Group Holdings Limited Annual Report 2019

Page 29

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

4. INCOME TAX EXPENSE

4.1.Components of Income tax expense

20192018

NZ$NZ$

- -

- -

Income tax expense

- -

Reconciliation of effective tax rate

Profit / (loss) before income tax

(980,148) (472,822)

(274,441) (132,390)

Expected income expense / (benefit)

(274,441) (132,390)

Adjustments

Non deductible expenses

6,450 23,259

Losses not recognised and carried forward

286,608 100,272

Income tax expense

- -

4.2 Deferred tax assets and liabilities

20192018

NZ$NZ$

Deferred tax assets/(liabilities) arising from the following:

Unused tax losses

558,242 271,634

Provisions and accruals

76,363 95,180

Property, plant and equipment

200 -

Tax benefits not recognised

(634,805) (366,814)

Deferred tax assets as at 31 March 2019

- -

Unused tax

losses Accruals

Distribution

rights asset

Property,

plant and

equipment

Deferred

tax not

recognised

Total

NZ$NZ$NZ$NZ$NZ$NZ$

Balance as at 1 April 2017

171,362 133,407 (47,086)- (257,683)-

Movements

100,272 (38,227)47,086 - (109,131)-

Balance as at 31 March 2018

271,634 95,180 - - (366,814)-

Current year movements

286,608 (18,817)- 200 (267,991)-

Balance at 31 March 2019

558,242 76,363 - 200 (634,805)-

The tax rate used for the reconciliation above is the corporate tax rate of 28% (2018: 28%) payable by New

Zealand corporate entities on taxable profits under New Zealand tax law.

Current year income tax charge

Deferred tax movements

Income tax expense/(benefit) calculated at 28%

Deferred tax movements relating to origination and reversal of

temporary differences

(18,617) 8,859

AFC Group Holdings Limited Annual Report 2019

Page 30

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

4. INCOME TAX EXPENSE (continued)

4.2 Deferred tax assets and liabilities (continued)

5.

EARNINGS PER SHARE

20192018

NZ$NZ$

Basic earnings per share

Profit / (Loss) after taxation(980,148)(472,822)

3,664,253,194 3,664,253,194

Basic earnings per share(0.00027)(0.00013)

Diluted earnings per share

Profit / (Loss) after taxation(980,148)(472,822)

3,664,253,194 3,664,253,194

Diluted earnings per share(0.00027)(0.00013)

The Group has not recognised the deferred tax asset of $634,805 on its Statement of Financial Position as at

reporting date. In deciding whether to recognise the deferred tax assets, the Group has determined if the

utilisation of deferred assets is probable and whether it is likely that sufficient and suitable taxable profits will be

available in the future against which the reversal of temporary differences can be deducted.

Weighted average number ordinary shares on issue

Weighted average number ordinary shares on issue

There have been no other transactions involving ordinary shares or potential ordinary shares between the

reporting date and the date of authorisation of these financial statements.

The above amounts are tax effected balances. Obtaining the benefits of the deferred tax assets is dependent

upon deriving sufficient assessable income and the Group have assessed that there will be sufficient taxable

income with which to utilise the asset based on the forecasts provided.

Losses can be carried forward indefinitely under New Zealand tax law (assuming shareholder continuity

requirements are met and approval of the Inland Revenue Department is obtained). Losses incurred prior to the

change in shareholder control in 2016 were forfeited at the time the shareholding changed and are therefore not

available for future use.

The earnings and weighted average number of ordinary shares used in the calculation of basic earnings per share

are as follows:

AFC Group Holdings Limited Annual Report 2019

Page 31

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

6.AUTHORISED AND ISSUED SHARE CAPITAL

Shares

IssuedGroup

No.NZ$

6.1Ordinary shares

Balance at 1 April 2017

3,664,253,194 28,679,577

Movement for 2017 financial year

Ordinary shares authorised and issued

- -

Ordinary shares on issue at 31 March 2018

3,664,253,194 28,679,577

Treasury shares

(37,082)(74)

3,664,216,112 28,679,503

Movement for 2019 financial year

Ordinary shares authorised and issued

- -

Ordinary shares on issue at 31 March 2019

3,664,253,194 28,679,577

Treasury shares

(37,082)(74)

3,664,216,112 28,679,503

6.2Warrants

Shares

IssuedGroup

No.NZ$

Movement for 2018 financial year

Balance as at 1 April 2017

1,782,897,324

-

Warrants forfeited/expired during the year

(1,782,897,324)-

Balance as at 31 March 2018

- -

Ordinary shares on issue at 31 March 2018 excluding

treasury shares

Ordinary shares on issue at 31 March 2019 excluding

treasury shares

All ordinary shares issued are fully paid. All ordinary shares rank equally with one vote attached to each fully paid

ordinary share and have equal dividend rights and no par value.

Treasury shares are those shares acquired by the company from shareholders who exercised their minority buy

back rights at the time shares were issued to NZ Silveray Group Limited. These shares are held by the company

until the directors resolve to reissue the shares or to cancel the shares. At balance date, the company held 37,082

treasury shares which were acquired during 2016.

AFC Group Holdings Limited Annual Report 2019

Page 32

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

6.AUTHORISED AND ISSUED SHARE CAPITAL (continued)

6.2Warrants (continued)

Shares

IssuedGroup

No.NZ$

Movement for 2019 financial year

Balance as at 1 April 2018

- -

Warrants forfeited/expired during the year

- -

Balance as at 31 March 2019

- -

7

NON-CONTROLLING INTEREST

AFC Longview Limited

AFC Biotechnology Manufacture Co Limited

Both entities are incorporated and domiciled in New Zealand.

The balance of 1,782,897,324 warrants as at 1 April 2017 related to the April 2015 warrants issued by the

company at $nil per warrant to all existing shareholders on the basis of one (1) warrant for each share held at that

date. Each warrant being a warrant to subscribe for one (1) ordinary share in the Company at an exercise price of

NZ 0.2 cents each payable in cash on exercise, and to be exercisable at any time up to 31 December 2017. This

balance was forfeited on 31 December 2017 as under the terms of the warrant issue, warrants not exercised by

31 December 2017 lapsed and all rights in regards to them expired. No other warrants were issued during the

2019 year.

On 26 February 2016 AFC Longview Limited was recapitalised by the issue of 2,399,999 shares of $1 each for

cash. 1,223,999 shares were subscribed by AFC Group Holdings Limited and a non-controlling interest

subscribed to the remaining 1,176,000 shares (49% of the equity).

No dividends have been declared or paid for the year ended 31 March 2019 (2018: $nil).

There are non-controlling interests in AFC Longview Limited and AFC Biotechnology Manufacture Co Limited.

AFC Biotechnology Manufacture Co Limited was incorporated in July 2016 with 100 ordinary shares issued at

$10,000 for each share. For the 2019 year, AFC Group Holdings Limited held 51% of the shares and non-

controlling interest having 49% shareholding.

AFC Group Holdings Limited Annual Report 2019

Page 33

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

7

NON-CONTROLLING INTEREST (continued)

201820192018

NZ$NZ$NZ$

Summarised statement of financial position

Current assets1,895,927 683,177 665,860

Current liabilities1,218,481 1,161,897 833,607

Current net assets/(liabilities)677,446 (478,720)(167,747)

Non-current assets305,408 1,473,516 1,493,413

Non-current net assets305,408 1,473,516 1,493,413

Net assets982,854 994,796 1,325,666

481,598 487,450 649,576

Summarised statement of comprehensive income

Revenue2,034,501 422,840 389,836

Profit/(Loss) for the year318,803 (330,870)(442,099)

Other comprehensive income- - -

Total comprehensive income/(loss)

318,803

(330,870)(442,099)

156,213 (162,126)(216,629)

Summarised cash flows

Cash flows from operating activities(1,091,217)(533,718)235,112

Cash flows from investing activities(19,588)(10,095)(9,504)

Cash flows from financing activities1,121,656 370,862 (65,266)

10,851 (172,951)160,342

(479,275)

-

(1,667)

(54,889)

Net increase/(decrease) in cash and cash

equivalents(12,138)

44,418

Net Assets attributed to non-controlling interest

Profit/(Loss) allocated to non-controlling

interest

AFC Longview Limited

AFC Biotechnology

Manufacture Co Limited

(234,845)

2019

246,754

258,597

(479,275)

The non-controlling interest in AFC Longview Limited and AFC Biotechnology Manufacture Co Limited are set out

below. The amounts stated are before any inter-company eliminations.

1,663,230

NZ$

1,489,614

1,244,632

244,982

503,579

258,597

AFC Group Holdings Limited Annual Report 2019

Page 34

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

7

NON-CONTROLLING INTEREST (continued)

AFC Longview Limited (162,126)(168,744)

AFC Biotechnology Manufacture Co Limited (234,845)(244,430)

(396,971)(413,174)

AFC Longview Limited (216,629)(225,470)

AFC Biotechnology Manufacture Co Limited 156,213 162,590

(60,416)(62,880)

20192018

NZ$NZ$

AFC Longview Limited

Opening Balance 1 April 2017

649,576 866,205

Profit and total comprehensive income attributed to non-controlling interest

(162,126)(216,629)

487,450 649,576

AFC Biotechnology Manufacture Co Limited

Opening Balance 1 April 2017

504,079 147,866

Payment received for equity issued to non-controlling interest

- 200,000

Profit and total comprehensive income attributed to non-controlling interest

(234,845)156,213

269,234 504,079

Total effect of non-controlling interest

756,684 1,153,655

8. CASH AND CASH EQUIVALENTS

20192018

NZ$NZ$

Cash at bank and on hand240,645 665,779

Total cash and cash equivalents

240,645 665,779

31 March 2019

31 March 2018

During the 2018 year, $200,000 was received from non-controlling interest in AFC Biotechnology Manufacture Co

Limited for share capital that has been unpaid as at 31 March 2017.

The effect on the profit and loss attributable to non-controlling interest and to the equity holders of the parent of

AFC Longview Limited and AFC Biotechnology Manufacture Co Limited is summarised as follows:

The effect on the equity attributable to the owners of AFC Longview Limited and AFC Biotechnology Manufacture

Co Limited is summarised as follows:

Profit/(loss)

allocated to non-

controlling

interest

Profit/(loss)

allocated to the

equity holders

of the parent

Total

comprehensive

income/(loss) for

the year

(123,296)

318,803

(442,099)

(810,145)

(479,275)

(330,870)

AFC Group Holdings Limited Annual Report 2019

Page 35

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

8. CASH AND CASH EQUIVALENTS (continued)

9. TRADE, OTHER AND RELATED PARTY RECEIVABLES

20192018

Note

NZ$NZ$

Trade receivables - third parties162,357 490,615

Trade receivables - related parties

18

812,304 778,227

Allowance for impairment losses(60,462)(35,085)

Total trade receivables

914,199 1,233,757

Other related party receivables18

55,677 65,004

Total trade and related party receivables

969,876 1,298,761

Analysis of trade and related party receivables

Current

69,123

583,316

Past due 0-30

2,976

230,431

Past due 31-90

311,682

132,437

Past due more than 90

590,880

322,658

974,661 1,268,842

20192018

NZ$NZ$

Movement in the allowance for impairment losses

Opening Balance 1 April 2018

35,085 20,411

25,377 14,674

60,462 35,085

Increase in provision

Trade debtors are non-interest bearing and receipt is normally on 30 days terms. Related party receivables are

non-interest bearing and repayable on demand as disclosed in note 18.

The directors consider that there is no material difference between the carrying value and fair value of trade

debtors and related party receivables. The Group's management considers that all financial assets that are not

impaired or past due for each of the reporting dates under review are of good credit quality. The directors also

consider that the receivables that are past due and not impaired are fully recoverable.

The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of

trade and related party receivables. The main component of this allowance is a specific loss component that

relates to individually significant exposures, and a collective loss component established for groups of similar

assets in respect of losses that have been incurred but not yet identified. The collective loss allowance is

determined based on historical data of payment statistics for similar financial assets.

Closing Balance 31 March 2019

The carrying amount of cash and cash equivalents approximates their fair value. Cash at bank earns interest at

floating rates on daily deposit balances.

AFC Group Holdings Limited Annual Report 2019

Page 36

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

10.PREPAYMENTS AND OTHER CURRENT ASSETS

20192018

NZ$NZ$

Advances to suppliers

- 131,049

Prepayment of expenses

97,356 32,273

Taxation receivable

140 40,987

GST receivable

41,852 109,484

139,348 313,793

11.INVENTORIES

20192018

NZ$NZ$

Work in progress

94,273 54,545

Finished goods

1,189,163 1,066,956

Inventory in Transit

- 312,016

Provision for inventory

(76,019)(124,885)

Total Inventories

1,207,417 1,308,632

Provision for closing stock

(124,885)(241,374)

68,300 241,374

(19,434)(124,885)

(76,019)(124,885)

Opening provision for inventory

Prepayment of inventory is required to secure the production of specific inventory items produced to the

company's specification.

The fair value of agricultural produce as at the point of harvest was $51,541 (2018: $27,219). A fair value loss of

$183,185 (2018: $194,213) was recorded during the year within cost of sales.

Reversal of opening provision for inventory

Inventory of $76,019 has been expensed and written down to net realisable value/lower of cost (31 March 2018:

$124,885). There were reversals of $68,300 for the provision for stock during the year (2018: $241,374).

Assessing write downs for inventory obsolescence and net realisable value involves making estimates and

judgements in relation to future selling prices between the most recent store stock counts and reporting date.

Charged to profit and loss

Closing provision for closing stock

AFC Group Holdings Limited Annual Report 2019

Page 37

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

12.

PROPERTY, PLANT AND EQUIPMENT

Land Buildings

Land

Improvements

Plant &

Equipment

Motor

Vehicles

Computer

Equipment

Fixture &

Fittings,

Office

Equipment

Bearer

Plants -

Grape Vines

Total

NZ$NZ$NZ$NZ$NZ$NZ$NZ$NZ$NZ$

Year ended 31 March 2018

Cost

Cost as at 1 April 2017320,000 901,166 50,000 426,796 94,790 13,703 183,971 80,000 2,070,426

Additions - - - 12,790 3,954 4,569 20,442 - 41,755

Cost as at 31 March 2018320,000 901,166 50,000 439,586 98,744 18,272 204,413 80,000 2,112,181

Accumulated Depreciation

- (231)- (28,147) (21,945) (4,568) (18,291) (6,000)(79,182)

- (2,756)- (62,695) (18,068) (5,947) (25,860) (5,550)(120,876)

- (2,987)- (90,842) (40,013) (10,515) (44,151) (11,550)(200,058)

Carrying Amount

Cost 320,000 901,166 50,000 439,586 98,744 18,272 204,413 80,000

2,112,181

- (2,987)- (90,842) (40,013) (10,515) (44,151) (11,550)(200,058)

320,000 898,179 50,000 348,744 58,731 7,757 160,262 68,450 1,912,123

Year ended 31 March 2019

Cost

Cost as at 1 April 2018320,000 901,166 50,000 439,586 98,744 18,272 204,413 80,000 2,112,181

Additions - 4,033 - 8,599 - 12,168 1,178 - 25,978

Disposal- - - (410)- (188)- - (598)

Cost as at 31 March 2019320,000 905,199 50,000 447,775 98,744 30,252 205,591 80,000 2,137,561

Accumulated Depreciation

- (2,987)- (90,842) (40,013) (10,515) (44,151) (11,550)(200,058)

- (2,591)- (52,599) (16,208) (8,773) (23,612) (5,134)(108,917)

- - - 274 - - - - 274

- (5,578)- (143,167) (56,221) (19,288) (67,763) (16,684) (308,701)

Carrying Amount

Cost 320,000 905,199 50,000 447,775 98,744 30,252 205,591 80,000

2,137,561

- (5,578)- (143,167) (56,221) (19,288) (67,763) (16,684)(308,701)

320,000 899,621 50,000 304,608 42,523 10,964 137,828 63,316 1,828,860

Bearer plants consist of grape vines on our vineyards here in New Zealand. As at 31 March 2019, the Group had grape vines planted on

4.75 productive hectares of land (2018: 4.75 hectares). The Group also leased vineyard land which is just under 5 hectares (2018: 5

hectares). The lease was terminated as at 31 March 2019. Refer to note 19 commitments.

Accumulated Depreciation

Carrying Amount 31

March 2019

Accumulated Depreciation

at 1 April 2018

Depreciation charge for the

year

Accumulated

Depreciation at 31 March

2019

Disposal

Accumulated Depreciation

at 1 April 2017

Accumulated

Depreciation at 31 March

2018

Accumulated Depreciation

Carrying Amount 31

March 2018

Depreciation charge for the

year

AFC Group Holdings Limited Annual Report 2019

Page 38

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

13. BIOLOGICAL ASSETS


Biological assets comprise the grape fruit bunches growing on the grape vines.

20192018

Carrying value of biological assets

NZ$NZ$

- -

Movements in Period

Additions at fair value

51,541 27,219

Transfer of harvested fresh fruit bunches to inventory

(51,541)(27,219)

- -

14.INTANGIBLE ASSETS

GoodwillBrands Trademarks

Distribution

Right Asset Total

NZ$NZ$NZ$NZ$NZ$

Year ended 31 March 2018

Cost

Cost as at 1 April 2017

495,785 31,161 1,050 454,467

982,463

Additions- - 1,500 - 1,500

Cost as at 31 March 2018495,785 31,161 2,550 454,467 983,963

Accumulated Amortisation

- - (59)(265,093)(265,202)

- - (242)(75,750)(75,992)

- - (301)(340,843)(341,194)

Opening Balance

Accumulated amortisation

as at 31 March 2018

Accumulated amortisation at 1

April 2017

Amortisation for the year

Balance as at 31 March

Refer to the segment reporting disclosure in Note 22 for details on the vineyard and winery.

The Company grows grapes to use in the production of wine, as part of normal operations. Vineyards are

located in Whangarei, New Zealand. Grapes are harvested between March and May each year.

During the year ended 31 March 2019, the Group harvested grapes equal to 13,719 litres of wine (2018:

8,350 litres). Of this amount the Company purchased 4,120 litres (2018: 4,700 litres) from independent third

party growers. The grapes harvested are adjusted to fair value at the point of harvest and any adjustment to

bring the cost of sales to fair value is recognised in inventory and cost of sales.

The Group is exposed to financial risks in respect of agricultural activity. The agricultural activity of the

Company consists of the management of vineyards to produce grapes for use in the production of wine. The

primary financial risk associated with this activity occurs due to the length of time between expending cash

on the purchase or planting and maintenance of grape vines and on harvesting grapes, and ultimately

receiving cash from the sale of wine to third parties. The Company's strategy to manage this financial risk is

to actively review and manage its working capital requirements. The quality and quantity of the grape harvest

is dependent on seasonal climatic factors such as rainfall, sunshine and temperature, including frosts.

AFC Group Holdings Limited Annual Report 2019

Page 39

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

14.INTANGIBLE ASSETS (continued)

GoodwillBrands Trademarks

Distribution

Right Asset Total

NZ$NZ$NZ$NZ$NZ$

Accumulated Impairment

(495,785) (31,161)- (21,208)(548,154)

- - - (92,416)(92,416)

(495,785) (31,161)- (113,624)(640,570)

Carrying Amount

Cost

495,785 31,161 2,550 454,467

983,963

- - (301)(340,843)(341,144)

(495,785) (31,161)- (113,624)(640,570)

- - 2,249 - 2,249

Year ended 31 March 2019

Cost

Cost as at 1 April 2018

495,785 31,161 2,550 454,467

983,963

Additions- - - - -

Disposals- - (1,050)- (1,050)

Cost as at 31 March 2019495,785 31,161 1,500 454,467 982,913

Accumulated Amortisation

- - (301)(340,843)(341,144)

- - (150)- (150)

Disposals- - 109 - 109

- - (342)(340,843)(341,185)

Accumulated Impairment

(495,785) (31,161)- (113,624)(640,570)

- - - - -

(495,785) (31,161)- (113,624)(640,570)

Carrying Amount

Cost

495,785 31,161 1,500 454,467

982,913

- - (342)(340,843)(341,185)

(495,785) (31,161)- (113,624)(640,570)

- - 1,158 - 1,158

Accumulated amortisation

Accumulated impairment

Accumulated Impairment at 1

April 2017

Impairment for the year

Accumulated impairment as

at 31 March 2018

Accumulated impairment

Accumulated impairment as

at 31 March 2019

Carrying Amount 31 March

2018

Accumulated amortisation

Carrying Amount 31 March

2019

The goodwill and brands were allocated to the Longview Estate winery and vineyard and have a $nil carrying

balance as at 31 March 2019 (2018: $nil).

Accumulated amortisation at 1

April 2018

Amortisation for the year

Accumulated amortisation

as at 31 March 2019

Accumulated Impairment at 1

April 2018

Impairment for the year

AFC Group Holdings Limited Annual Report 2019

Page 40

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

14.INTANGIBLE ASSETS (continued)

Goodwill and brands

Distribution right asset

15.TRADE, OTHER AND RELATED PARTY PAYABLES

20192018

NoteNZ$NZ$

Trade creditors

111,763 155,762

Accruals

150,361 203,045

Related party payables18

374,260 391,034

Other payables

17,201 37,629

653,585 787,470

The distribution right asset was fully impaired during the 2018 year as a result of the distribution right

agreement with Guangdong ceasing trading. Amortisation of $75,750 and impairment of $168,166 were

recorded in the Statement of Comprehensive Income for the 2018 year resulting in the carrying value of the

distribution right asset of being $nil.

The distribution right asset was allocated to National Dairy Group Limited and has a $nil carrying balance as

at 31 March 2019 (2018: $nil).

During the year, the trademark costs of $1,050 were disposed due to unsuccessful trademark registration

application. The Group had assessed all trademark and no further impairment has been recognised during

the year.

The amortisation charge of $150 (2018: $75,992) is recognised under administration expenses in the

Statement of Comprehensive Income.

The value of the acquired brand that was acquired as part of the Longview Estate was determined by Grant

Thornton, Chartered Accountants under the relief of royalty method at the time of acquisition 1 March 2016.

A royalty base was determined by reference to the amount for which the asset would be acquired in an arm's

length transaction securing the same rights, net of any cost to maintain the asset. The fair value was the net

present value of theoretical royalties that was calculated by applying a royalty rate to the royalty base.

Goodwill on acquisition was calculated after comparing the net assets acquired at fair value to the

consideration paid for the Longview Estate. The value of goodwill acquired was determined after the

Longview state assets were valued by Logan Stone, registered valuers and the brands were valued by Grant

Thornton and compared to the purchase price paid.

Goodwill and brands were fully impaired in year 2017 and have a $nil carrying balance as at 31 March 2019.

Management recognised an impairment charge of $494,845 at 31 March 2017 against goodwill, with a final

carrying value of $nil and an impairment charge of $31,161 against brands with a final carrying value of $nil

as at 31 March 2017. The impairment charge was recorded within administration expenses in the Statement

of Comprehensive Income.

On 8 December 2015, AFC acquired a Distribution Right Asset owned by National Dairy Group Limited from

the Company's major shareholder, NZ Silveray Group Limited for $480,000. At the date of acquisition NDG

had not traded, however was in the process of registering trademarks for the "morning" brand. The

distribution agreement with Guangdong entitle the Group to exclusive distribution rights of this brand for a

consideration of $200,000 a year commencing 1 July 2015 for a 3 year period.

AFC Group Holdings Limited Annual Report 2019

Page 41

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

15.TRADE, OTHER AND RELATED PARTY PAYABLES (continued)

16.BORROWINGS

17.

NET CASH OUTFLOW FROM OPERATING ACTIVITIES

The reconciliation of net profit / (loss) with cash outflow from operations is as follows:

20192018

NZ$NZ$

Profit/(loss) before taxation(980,148)(472,822)

Adjustment for non cash items

Amortisation and impairment of intangible assets150 168,408

Depreciation of property, plant and equipment108,917 120,876

Fair value adjustment on agricultural produce183,185 194,213

- (276,991)

5,680 (13,553)

Gain on disposal of property, plant and equipment(734)-

Intangible assets written off941 -

Adjustment for movements in working capital items

Trade and other receivables353,635 121,463

Inventories(81,970)(73,373)

Prepayments and other current assets174,445 261,072

Related party receivable(24,750)341,250

Trade and other payables(117,111)(910,316)

Related party payables(16,774)377,114

Taxation receivable- -

Net cash outflow from operating activities(394,534)(162,659)

18.RELATED PARTIES

Foreign exchange differences

The Group has no long-term borrowings (2018: $nil).

Reconciliation of net profit / (loss) with cash outflow from

operations

Forgiveness of debt

Related party transactions have arisen where a person(s) has control or significant influence over the

reporting entity or where two entities are controlled or jointly controlled by a person(s) that has control or

significant influence over the reporting entity.

The normal trade credit terms granted to the Group range from 30 to 90 days. The trade creditors are

unsecured and non-interest bearing. The carrying amount disclosed above is a reasonable approximation of

fair value. Refer to note 18 for related parties.

AFC Group Holdings Limited Annual Report 2019

Page 42

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

18.RELATED PARTIES (continued)

Related Parties:

Company associated with director Mr Hao Long

Shareholder of company

Company associated with director, Mr Bo Xian Cao

NZ Silveray Group LimitedCompany's major shareholder

Super Life NZ Ltd

Tongqu Trading Group Limited

Director of company and subsidiary

Shareholder of company

Related party balances

The following balances were held with related parties at year end.

31 March31 March

20192018

$$

Related Party Receivables

Australasian International Group LimitedSale of products483 121,608

808,513 648,800

Advances132 -

Super Life NZ Limited Sale of products58,853 72,823

867,981 843,231

Company associated to company's major shareholder

Director of company and subsidiaries

Company associated with director, Mr Bo Xian Cao

Australasian International Group Limited

Bo Xian Cao

E Way Holdings Group Limited

Hao Long

KWXS Trading Limited

Lin Fang

Guangdong Sanjiang Industry Development Limited Company associated to company's major shareholder

Guangdong Farmside International Trading Co.

Limited

Company associated to company's major shareholder

May Sun Trading Limited

Qiang Li

Yang Xia

Yinrui Shen

E Way Trading LimitedCompany associated with director, Mr Bo Xian Cao

Federation of New Zealand Shenzhen Societies Inc. Company associated with director, Mr Bo Xian Cao

Howard & Co Consulting and Advisory Services

Limited (Previously Howard & Co Chartered

Accountants Limited)

Company associated with Lin Fang, shareholder of company

Company associated with Shuang Xia, director of subsidiary

New Zealand Asia-Pacific Cultural Exchange Centre

Limited

NZ Guangdong Business Development Corporation

Limited

New Zealand Guangdong General Association of

Commerce Inc

Company associated with director, Mr Bo Xian Cao

New Zealand National Trade LimitedCompany associated with director, Mr Qiang Li

Director of company

Company associated to company's major shareholder

Guangdong Silver Fern Network Technology Co.

Limited

Company associated to company's major shareholder

Guangdong Yinrui Investment & Management

Company Limited

Company associated to company's major shareholder

Director of company and subsidiaries, senior employee of AFC,

director of NZ Silveray Group Limited

Shuang Xia

Director of subsidiary

Company associated to company's major shareholder

Nature of Transactions

Guangdong Farmside International Trading Co.

Limited

Sale of products and refund of

Distribution Fees

Company associated with director, Mr Zilei Wang

KWXS Trading Limited

AFC Group Holdings Limited Annual Report 2019

Page 43

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

18.RELATED PARTIES (continued)

Year ended Year ended

31 March

2019

31 March

2018

Related party transactions

$$

Related Party Payables

Australasian International Group Limited

207,006 380,718

- 3,833

157,212 -

4,101 -

- 1,500

NZ Silveray Group Limited4,983 4,983

Tongqu Trading Group Limited958 -

374,260 391,034

Sales of products or services provided to the following:

Australasian International Group Limited (sales of products)

109,262 184,320

E Way Holdings Group Limited

7,912 2,162

E Way Trading Limited

31,146 30,146

Federation of New Zealand Shenzhen Societies Inc.

- 438

Guangdong Farmside International Trading Co., Ltd (sales of products)

943,546 889,618

790 1,176

KWXS Trading Limited

115 -

Mr Bo Xian Cao

- 1,176

New Zealand Asia-Pacific Cultural Exchange Centre Limited

788 324

New Zealand Guangdong General Association of Commerce Inc.

- 491

NZ Silveray Group Limited

2,646 69

Super Life NZ Limited (sales of products)

- 392,352

1,096,205 1,502,272

Purchases of goods

E Way Holdings Group Limited Directors fee

New Zealand Asia-Pacific Cultural Exchange Centre

Limited

Purchase of goods and services

Management fees

Director fee

The related parties receivables and payables are unsecured, non-interest bearing and repayable on demand. There

is no collateral or guarantees for related parties payables.

Sales made to related parties in China are made on extended terms with payment due 3 months from the date the

goods are received by the related party.

Related party payables are unsecured and repayable on demand. The related party payables except for NZ Silveray

Limited are non-interest bearing. For NZ Silveray Limited, interest is charged at 7.04% for amounts advanced up to

$600,000 and at 8.32% for amounts advanced over $600,000. No interest is charged on the management fee

balance payable as at 31 March 2019.

Purchase of goods and services

Guangdong Farmside International Trading Co.

Limited

Guangdong Silver Fern Network Technology Co.

Limited

Purchase of goods and services

Howard & Co Consulting and Advisory Services Limited (Previously Howard & Co

Chartered Accountants Limited)

AFC Group Holdings Limited Annual Report 2019

Page 44

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

18.RELATED PARTIES (continued)

Year ended Year ended

31 March

2019

31 March

2018

Related party transactions

$$

Expenses repaid/recharged on behalf of the Group:

Guangdong Farmside International Trading Co. Limited

23,808 33,729

Guangdong Silver Fern Network Technology Co. Limited

6,087 1,056

Guangdong Yinrui Investment & Management Company Limited

7,257 18,647

Other related parties

12,109 29,806

49,261 83,238

667,886 664,447

509,610 -

20,000 19,333

215,823 702,782

2,307 2,497

- 18,398

9,423 12,243

20,000 20,000

- 12,000

5,378 12,342

1,250 -

- 1,696

32,000 34,667

1,483,677 1,500,405

Interest received or debited on related party balances:

187

189

844

-

1,031 189

Interest paid or credited on related party balances:

NZ Silveray Group Limited - on advances

- 10,315

- 3,010

- 13,325

Other transactions:

-

276,991

-

276,991

NZ Silveray Group Limited - deferred consideration payable for Distribution Right

Asset extinguished due to Distribution Rights agreement ceasing

NZ Silveray Group Limited

Guangdong Farmside International Trading Co. Limited

Purchases from the following for services or products provided:

NZ Silveray Group Limited

NZ Guangdong Business Development Corporation Limited

New Zealand Asia-Pacific Cultural Exchange Centre Limited

May Sun Trading Limited

Guangdong Farmside International Trading Co. Limited (purchase of goods)

Guangdong Farmside International Trading Co. Limited (sales commission)

Guangdong Sanjiang Industry Development Limited

Guangdong Yinrui Investment & Management Company

NZ Silveray Group Limited - on deferred consideration payable for Distribution Right

Asset

Howard & Co Consulting and Advisory Services Limited (Previously Howard & Co

Chartered Accountants Limited)

New Zealand National Trade Limited

Australasian International Group Limited (purchase of goods)

Australasian International Group Limited (marketing services)

E Way Holdings Group Limited

AFC Group Holdings Limited Annual Report 2019

Page 45

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

18.RELATED PARTIES (continued)

Key Management Personnel

MarchMarch

20192018

$$

Short-term employee benefits

6,282

11,324

Directors' fees

64,167

43,333

Other remuneration

209,423

180,608

279,872

235,265

19.COMMITMENTS

Operating lease commitments - Group as lessee

Non-cancellable operating lease rentals are payable as follows:

20192018

NZ$NZ$

As at 31 March:

Less than one year182,370 193,383

Between one and five years716,963 183,200

More than five years12,934 -

Total operating lease commitments912,267 376,583

20192018

NZ$NZ$

Lease of offices and warehouse - 245 Ti Rakau Drive 181,520 172,339

Lease of printer and eftpos equipment540 540

Vineyard Rental12,000 12,000

The Group has no capital commitments at 31 March 2019 (2018: $nil).

The Group leases offices and warehouse in Auckland under a non-cancellable operating lease expiring in three

years.

The Group also leased additional vineyard land just under five hectares in Whangarei. The lease was for a term

of three years less one day beginning on 1 March 2016 and finishing 28 February 2019. The lease was

terminated as at 31 March 2019.

The group has also entered into operating leases for eftpos with lease terms expiring in three years. The lease

for printing equipment will be terminated on June 2019.

Commitments for minimum lease payments in relation to non-cancellable

operating leases are payable as follows:

Paymentsmadeunderoperatingleases(netofanyincentivesreceivedfromthelessor)arechargedtothe

income statement on a straight-line basis for the 2019 financial year as follows:

Key management personnel are defined as those persons having authority and responsibility for planning, directing

and controlling the activities of the Group, directly or indirectly, and include the directors and the Chief Executive.

Remuneration paid to key management personnel is as follows:

AFC Group Holdings Limited Annual Report 2019

Page 46

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

20.FINANCIAL INSTRUMENTS

The effect of initially applying NZ IFRS 9 on the Group's financial instruments is discussed in note 1.3.

Financial

asset at

amortised

cost

Financial

liabilities at

amortised

cost

Total

NZ$NZ$NZ$

Financial Assets:

Cash and cash equivalents240,645 - 240,645

Trade debtors and other receivables101,895 - 101,895

Related party receivables867,981 - 867,981

Total financial assets1,210,521 - 1,210,521

Financial liabilities:

Trade creditors and other payables- 279,325 279,325

Related party payables and loans- 374,260 374,260

Total financial liabilities- 653,585 653,585

Financial Assets:

Cash and cash equivalents665,779 - 665,779

Trade debtors and other receivables455,530 - 455,530

Related party receivables843,231 - 843,231

Total financial assets1,964,540 - 1,964,540

Financial liabilities:

Trade creditors and other payables- 396,436 396,436

Related party payables and loans- 391,034 391,034

Total financial liabilities- 787,470 787,470

Capital management

The capital structure of the Group consists of debt and equity attributable to equity holders of the parent,

comprising of issued capital and retained earnings. The Group's capital includes shares and retained earnings

with total shareholders' funds equal to $3,733,719 (2018: $4,713,867). Related party payables of $374,260

(2018: $391,034) included in the Group's capital structure are disclosed in note 18. As there is no collateral over

the related party payables, the maximum exposure is represented by the carrying amount of the payables as at

the end of the reporting period.

31 March 2018

Categories of financial assets and liabilities

The specific financial risks that the Group is exposed to are discussed below.

31 March 2019

The fair value of the financial instruments of the Group approximates their carrying value.

The use of financial instruments exposes the Group to credit, interest rate and liquidity risks. The Group's

overall risk management programme seeks to minimise potential adverse effects on the Group's financial

performance.

The carrying amounts presented in the statement of financial position relate to the following categories of assets

and liabilities:

AFC Group Holdings Limited Annual Report 2019

Page 47

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

20.FINANCIAL INSTRUMENTS (continued)

Credit risk

Credit risk concentration profile

Exposure to credit risk

The exposure of credit risk for trade and other receivables by geographical region is as follows:

20192018

NZ$NZ$

China

808,513 648,800

Hong Kong

483 121,607

160,880 528,354

Total trade and related party receivables969,876 1,298,761

Ageing analysis

The ageing analysis of the Group’s trade and related party receivables as at reporting date is as follows:

20192018

NZ$NZ$

Not past due

124,509 648,320

Past due 0-30

2,976 230,430

Past due 31-90

311,682 132,437

Past due more than 90

530,709 287,574

Total trade and related party receivables

969,876 1,298,761

The values in the statement of financial position are also the maximum credit risk exposure.

The Board reviews the Group's capital structure regularly. The capital of the Group is monitored to ensure equity

holder objectives are met, the primary of which is to ensure the Group's continued ability to provide a consistent

return to its equity shareholders through a combinations of capital growth and distributions. The Group manages

its capital to ensure the entities in the Group will be able to continue as going concerns.

Financial instruments which potentially are subject to credit risk principally relate to bank accounts, loans

receivable, trade receivables and other receivables. The Group's exposure to credit risk arises from potential

default of the counterparty. The bank accounts are placed with high credit quality financial institutions. The

Company performs credit evaluations on all customers requiring advances. The Company generally requires

collateral or other security to support loans advanced. The board and management on a regular basis assess all

receivables.

The Group's major concentrations of credit risk relate to the amounts owing by four (4) related party customers

which constituted approximately 89% of its total trade receivables as at the end of the reporting period. (2018:

65% of the total trade receivables and related party receivables related to three of the Groups' related party

customers).

New Zealand

The Group is not subject to any externally imposed capital requirements.

As the Group does not hold any collateral, the maximum exposure to credit risk is represented by the carrying

amount of the financial assets as at the end of the reporting period.

AFC Group Holdings Limited Annual Report 2019

Page 48

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

20.FINANCIAL INSTRUMENTS (continued)

20192018

NZ$NZ$

Impairment losses on trade, other and related party receivables60,462 35,085

60,462 35,085

Expected credit loss assessment as at 1 April 2018 and 31 March 2019

Interest rate risk

Liquidity risk

Interest rate risk is where the risk of loss to the Group from adverse changes in interest rates. The Group

exposure to interest rate changes that can affect the performance of the operation relates primarily to changes

in fixed rates at the time term loans are renegotiated.

The Group has recognised impairment losses on trade, other and related party receivables of $60,462 based on

the expected loss model assessment under NZ IFRS 9.

This includes assessing and allocating expected loss rates based on historical data and trends using loss rates

that are calculated using actual credit losses experienced for the 2017 and 2018 years. These rates are also

adjusted for factors such as economic conditions, external ratings, cash flow projections and other information

available that impacts the customers of the Group. The Group has used unemployment rates and inflation rates

for the assessment and calculation of the expected loss.

The Group has also assessed and included specific expected losses amounts relating to specific customers

where there are indications that the customer is not expected to be able to pay their outstanding balances.

The Group believe that no further impairment allowance is necessary in respect of trade and related party

receivables. They are substantial companies with good track records. 93% (2018:65%) of the receivables that

are past due relate to amounts owing by four (4) related parties. A significant portion of trade receivables that

are neither past due nor impaired are regular customers that have been transacting with the Group.

The Group considers expected cash flows from financial assets in assessing and managing liquidity risk, in

particular its cash resources, trade receivables and the provision of funding from related parties and bank loan

facilities.

The Group is not exposed to interest rate risk as the interest‑bearing financial instruments carry fixed interest

rates and are measured at amortised cost. As such, sensitivity analysis is not disclosed.

Liquidity risk arises mainly from general funding and business activities. The Group practices prudent risk

management by maintaining sufficient cash balances and the availability of funding through certain committed

credit facilities.

AFC Group Holdings Limited Annual Report 2019

Page 49

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

20.FINANCIAL INSTRUMENTS (continued)

Liquidity risk (continued)

0 to 6

months

7 to 12

months

1 to 2

years

Over 2

years

Total

NZ $NZ $NZ $NZ $NZ $

273,878 - 199 5,248 279,325

Related party payables

367,289 6,971 - - 374,260

641,167 6,971 199 5,248 653,585

382,502 225 - 13,709 396,436

Related party payables

391,034 - - - 391,034

773,536 225 - 13,709 787,470

Interest rate risk profile

At the reporting date the interest rate profile of interest-bearing financial instruments was:

20192018

NZ$NZ$

Fixed interest instruments

Financial assets

1,210,521 1,964,540

Financial Liabilities

(653,585) (787,470)

Total

556,936 1,177,070

Fair value of financial assets and liabilities

2019

Trade creditors and other

payables

Financial Liabilities

The Financial assets and liabilities are fixed for various terms.

The fair value of financial assets and financial liabilities are determined using standard terms and conditions of

the relevant instruments. The method used in determining the fair values of financial instruments are discussed

in note 1.14 and 1.15.

Financial Liabilities

Trade creditors and other

payables

2018

The following table sets out the maturity profile of the financial liabilities as at the end of the reporting period

based on contractual undiscounted cash flows (including interest payment computed using contractual rates or,

if floating, based on the rate at the end of the reporting period):

AFC Group Holdings Limited Annual Report 2019

Page 50

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

21. INVESTMENT IN SUBSIDIARIES

Name of subsidiaryPrincipal activity

20192018

Vineyard and winery51%51%

Commodity trading100%100%

National Dairy Group Limited100%100%

51%51%

100%100%

100%100%

All the subsidiaries are incorporated in New Zealand and have 31 March balance dates.

22. SEGMENT REPORTING

International marketing and distribution

Vineyard and winery

Manufacturing

AFC Biotechnology Manufacture Co Limited which manufactures disposable face masks.

AFC International Trading Group Limited, which sources packaged food products, cosmetics and health

products.

Non-Trading

Refer to note 7 for further details of non-controlling interests in AFC Longview Limited and AFC Biotechnology

Manufacture Co Limited.

Manufacturing

AFC International Trading Group Limited

AFC Biotechnology Manufacture Co Limited

Ownership interest and

voting rights

Non-Trading

AFC Longview Limited, a vineyard and winery based in Whangarei which produces and sells a number of

varietals and blends of wine.

National Dairy Group Limited, which sources food products for distribution for China. National Dairy Group

Limited was not trading during the 2019 year.

AFC Longview Limited

AFC GoGobal Ecommerce Limited

AFC Education Investment Limited

The Group operates in a number of business segments in New Zealand. The Group has determined its

operating segments into three segments, namely international marketing and distribution, vineyard and winery

and manufacturing. These segments reflect the different type of industry sectors within which the Group

operates. The Company is considered to be in the corporate operating segment. Information regarding the

operations of each reportable operating segment is included below.

The Group's operating segments are reported in a manner consistent with the internal reporting provided to the

chief operating decision-maker. The chief operating decision-maker is the person or group that allocates

resources to and assesses the performance of the operating segments on an entity. The Group has determined

the Group's Board of Directors as its chief operating decision-maker as the board is responsible for allocating

resources and assessing the performance of the operating segments and making strategic and operating

decisions. Income and expenses directly associated with each segment are included in determining each

segment's performance.

Source and distribute

goods to China

AFC Group Holdings Limited Annual Report 2019

Page 51

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

22. SEGMENT REPORTING (continued)

Corporate

International

Marketing

Vineyard

and winery Corporate Manufacturing

Eliminations

and

adjustments

Year ended 31

March 2019

NZ$NZ$NZ$NZ$NZ$NZ$

Year ended 31 March 2019

Operating Income

Operating Revenue

863,426 422,840 - 1,663,230 (347,453) 2,602,043

Other Revenue115,351

15,506 4,944 2,897

(117,878)20,820

Interest Income188 4

128,644 310

(125,420)3,726

Total Revenue978,965 438,350 133,588 1,666,437 (590,751) 2,626,589

Operating Expenses

Interest5,590 61,578

176 58,176

(125,420)100

150 - - - - 150

6,605 30,726 23,108 48,478 - 108,917

(144,323) (330,870)(77,895)(479,275)52,215 (980,148)

Assets

Segment assets235,182 2,156,693 4,777,728 1,748,211 (4,530,510) 4,387,304

Capital Expenditure623 10,965 12,723 1,667 - 25,978

Segment Liabilities (97,324) 1,161,897 141,828 1,244,632 (1,797,448)653,585

Amortisation and

Impairment losses

Depreciation

Segment profit

(loss) before tax

The operations of this segment include providing accounting, management and administration services to other

segments of the Group. AFC GoGlobal ECommerce Limited and AFC Education Investment Limited did not

trade during the 2019 financial year and have been included under this segment.

The Group's taxation has not been allocated to segments and is included centrally. Financing has been

allocated to segments.

Sales between the segments of the Group are on an arm’s length basis in a similar manner to transactions with

third parties.

No operating segments have been aggregated to form the above reportable operating segments.

AFC Group Holdings Limited Annual Report 2019

Page 52

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

22. SEGMENT REPORTING (continued)

International

Marketing

Vineyard

and winery Corporate


Manufacturing

Eliminations

and

adjustments

Year ended 31

March 2019

NZ$NZ$NZ$NZ$NZ$NZ$

Year ended 31 March 2018

Operating Income

Operating Revenue

5,018,234 389,836- 2,034,501(935,683) 6,506,888

Other Revenue101,932

13,609 383,845 18,417

(170,330)347,473

Interest Income3,371 42

144,876 535

(147,393)1,431

Total Revenue5,123,537 403,487 528,721 2,053,453 (1,253,406) 6,855,792

Operating Expenses

Interest67,570 40,684

9,543 43,585

(147,393)13,989

242 - 168,166 - - 168,408

6,755 36,908 19,846 57,367 - 120,876

(271,045) (442,099) (27,204)318,803 (51,277)(472,822)

Assets

Segment assets872,765 2,159,273 4,884,550 2,201,335 (4,616,586) 5,501,337

Capital Expenditure11,543 9,504 1,119 19,589 - 41,755

Segment Liabilities395,935 833,607 170,755 1,218,481 (1,831,308)787,470

20192018

NZ$NZ$

(980,148)(472,822)

- -

(980,148)(472,822)

4,387,304 5,501,337

- -

4,387,304 5,501,337

653,585 787,470

- -

653,585 787,470

Taxation benefit for the year

Profit / (loss) after taxation

Total assets for operating segments

Add: deferred tax asset

Total assets per Statement of Financial Position

Amortisation and

Impairment losses

Depreciation

The eliminations and adjustments of segment profit, assets and liabilities relate to intercompany transactions and

balances which are eliminated on consolidation.

Profit / (loss) before tax for operating segments

Total liabilities for operating segments

Adjustments

Total liabilities per Statement of Financial Position

Segment profit (loss)

before tax

AFC Group Holdings Limited Annual Report 2019

Page 53

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

22. SEGMENT REPORTING (continued)

Geographical segments

International

Marketing

Vineyard

and winery Corporate


Manufacturing

Eliminations

and

adjustments Total

NZ$NZ$NZ$NZ$NZ$NZ$

Australia

52,984 - - - - 52,984

Hong Kong

- 108,780 - 482 - 109,262

China

16,604 219,605 - 723,374 - 959,583

New Zealand

790,937 90,964 - 598,313 - 1,480,214

Operating Revenue

860,525 419,349 - 1,322,169 - 2,602,043

Australia

- - - - - -

Hong Kong

553,314 40,320 - 144,000 - 737,634

China

(41,583) 276,829 - 589,628 - 824,874

New Zealand

4,489,427 62,121 - 392,832 - 4,944,380

Operating Revenue

5,001,158 379,270 - 1,126,460 - 6,506,888

All operations, assets, and liabilities were domiciled within New Zealand.

23. NET TANGIBLE ASSETS PER SHARE

20192018

NZ$NZ$

Total Assets4,387,304 5,501,337

Less Intangible assets1,158 2,249

Tangible assets4,386,146 5,499,088

Less total liabilities653,585 787,470

Net tangible assets3,732,561 4,711,618

Number of ordinary shares on issue3,664,253,194 3,664,253,194

Net tangible assets / liabilities per share in cents0.0010 0.0013

31 March 2019

31 March 2018

The net tangible assets and number of shares used in the calculation are as follows:

Revenue from external customers is attributed to geographical segments on the basis of the country the customer

is trading in. Revenues from eleven related party customers of the Group's international marketing, vineyard and

manufacturing segments represented 42% (2018: 24%) of the Group's total operating revenue.

AFC Group Holdings Limited Annual Report 2019

Page 54

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

24.CONTINGENT LIABILITIES

The Group has no contingent liabilities at 31 March 2019 (2018: Nil).

25.EVENTS AFTER THE REPORTING PERIOD

There are no significant events after balance date.

AFC Group Holdings Limited Annual Report 2019

Page 55


AFC Group Holdings Limited

Independent auditor’s report to the Shareholders

Report on the Audit of the Consolidated Financial

Statements

Qualified Opinion


We have audited the consolidated financial statements of AFC Group Holdings Limited

and its subsidiaries (the Group), which comprise the consolidated statement of financial

position as at 31 March 2019, and the consolidated statement of comprehensive income,

consolidated statement of changes in equity and consolidated statement of cash flows for

the year then ended, and notes to the consolidated financial statements, including a

summary of significant accounting policies.


In our opinion, except for the matter expressed in the Basis for Qualified Opinion section of

our report, the accompanying consolidated financial statements give a true and fair view of

the consolidated financial position of the Group as at 31 March 2019, and of its

consolidated financial performance and its consolidated cash flows for the year then

ended in accordance with New Zealand equivalents to International Financial Reporting

Standards (NZ IFRS).

Basis for Qualified Opinion


The 31 March 2017 financial statements were audited by another auditor who expressed a

disclaimer of opinion on those consolidated financial statements. We have been unable to

obtain sufficient appropriate audit evidence that inventory was correctly recorded at

31 March 2017. As a result of this matter, we were unable to determine whether any

adjustments might have been necessary in respect of inventories at 31 March 2017, and

the resultant impact Cost of Sales for the year ended 31 March 2018. Our opinion for the

year ended 31 March 2018 was modified accordingly. Our opinion on the current period’s

financial statements is also modified because of the possible effect of this matter on the

comparability of the current period’s figures and the corresponding figures.


We conducted our audit in accordance with International Standards on Auditing (New

Zealand) (ISAs (NZ)). Our responsibilities under those standards are further described in

the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

section of our report. We are independent of the Group in accordance with Professional

and Ethical Standard 1 (Revised) Code of Ethics for Assurance Practitioners issued by the

New Zealand Auditing and Assurance Standards Board and the International Ethics

Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA

Code), and we have fulfilled our other ethical responsibilities in accordance with these

requirements and the IESBA Code. We believe that the audit evidence we have obtained

is sufficient and appropriate to provide a basis for our opinion.


Other than in our capacity as auditor we have no relationship with, or interests in, AFC

Group Holdings Limited or any of its subsidiaries.




Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our

audit of the consolidated financial statements of the current period. These matters were addressed in the

context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon,

and we do not provide a separate opinion on these matters.


INVENTORY MANAGEMENT

Area of focus - Refer also to Note 11 How our audit addressed it

The Group holds material levels of inventory

and has implemented a new system for

managing inventory

Our audit procedures included:

— Understanding the system of processing

inventory transactions

— Complete detailed substantive testing of the

costing of inventory

— Assessing the appropriateness of the

Group’s provision for inventory

— Attended physical inventory counts on the

Reporting Date

— Ensure appropriate disclosure has been

included in the financial statements

RELATED PARTY TRANSACTIONS

Area of focus - Refer also to Note 18 How our audit addressed it

The Group has a significant volume of related

party transactions


Our audit procedures included:

— Identify all related parties of the Group

— Substantively test key related party

transactions by examination of supporting

documentation and obtained confirmations

— Review and test related party transactions

to determine if in line with the terms agreed;

and consider where relevant market prices

— Ensure appropriate disclosure has been

included in the financial statements


Information Other than the Consolidated Financial Statements and Auditor’s Report

Thereon


The directors are responsible for the other information in the Annual Report. The other information

comprises the Directors Profiles, Directors Report, Corporate Governance Statement, Summary Discription

of Key Business Activites, Shareholder and Statutory Information and Corporate Information included in the

Annual report, but does not include the consolidated financial statements and our auditor’s report thereon.




Our opinion on the consolidated financial statements does not cover the other information and we do not

express any form of audit opinion or assurance conclusion thereon.


In connection with our audit of the consolidated financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be

materially misstated. 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.

Directors’ Responsibilities


The directors are responsible on behalf of the entity for the preparation of consolidated financial statements

that give a true and fair view in accordance with New Zealand equivalents to International Financial

Reporting Standards, and for such internal control as the directors determine is necessary to enable the

preparation of consolidated financial statements that are free from material misstatement, whether due to

fraud or error.


In preparing the consolidated financial statements, the directors are responsible for assessing the Group’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 Group or to cease

operations, or have no realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements


Our objectives are to obtain reasonable assurance about whether the consolidated 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 (NZ) 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

consolidated financial statements.


A further description of our responsibilities for the audit of these financial statements is located at the

External Reporting Board (XRB) website at:


https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/


This description forms part of our independent auditor’s report.


The engagement director on the audit resulting in this independent auditor’s report is Darren Wright.

Restriction on Distribution and Use


This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken

so that we might state to the Company’s shareholders those matters which 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 shareholders, as a body, for

our audit work, for this report or for the opinions we have formed.




William Buck Audit (NZ) Limited

Auckland

26 June 2019

AFC GROUP HOLDINGS LIMITED
SHAREHOLDER AND STATUTORY INFORMATION

RankHolding%

1

1,508,808,51741.18

2

451,043,37612.31

3

198,750,0005.42

4

180,000,0004.91

5

180,000,0004.91

6

Yong Zhu122,578,3093.35

7

Shanshan Lu 120,000,0003.27

8

100,000,0002.73

9

100,000,0002.73

10 Lin Fang

98,750,0002.69

11 Fei Yao

80,000,0002.18

12

80,000,0002.18

13

47,505,0001.30

14

Wenming Tan30,255,9570.83

15

30,000,0000.82

16

Prakash Pandey 28,513,3330.78

17

25,881,3700.71

18

Anthony Edwin Falkenstein & Ian Donald Malcolm22,347,2220.61

19

Hao Long20,000,0000.55

20

Huai Ji Zhou20,000,0000.55

Number of

shareholders

%

Number of

Shares

%

436.41%56,3760.00%

9914.75%338,4990.01%

10715.95%784,7360.02%

24236.07% 5,717,0820.16%

375.51% 2,585,4170.07%

578.49% 11,185,3060.30%

8612.82% 3,643,585,77899.44%

671100.00% 3,664,253,194100.00%

65797.91% 3,661,046,50199.91%

Other142.09% 3,206,6930.09%

671100.00% 3,664,253,194100.00%

5,000 - 9,999

The company is listed on the Alternative Market of the New Zealand Exchange (NZX).

Largest Shareholders (As at 23 May 2019)

NZ Silveray Group Limited

E Way Holdings Group Limited

Zhongsheng Yao

Lei Chen

Shareholder

Wei Fang

Yinrui Shen

2,000 - 4,999

1 - 1,999

Size of Holding

Shuopeng Wang

Mingbao Zhang

Snowdon Peak Investments Limited

Zhan Qin Xu

Spread of Shareholders (as at 23 May 2019)

Tingsong Zhang

10,000 - 49,999

New Zealand

Geographic Spread

500,000 – plus

100,000 – 499,999

50,000 - 99,999

AFC Group Holdings Limited Annual Report 2019

Page 59

AFC GROUP HOLDINGS LIMITED
SHAREHOLDER AND STATUTORY INFORMATION (continued)

Ordinary

Shares

Beneficially

Held

Ordinary

Shares

Beneficially

Held

% Held% Held

2019201820192018

1,508,808,517 1,508,808,51741.1841.18

451,043,376 451,043,37612.3112.31

198,750,000 198,750,0005.425.42

Lei Chen

180,000,000 180,000,0004.914.91

Yinrui Shen

180,000,000 180,000,0004.914.91

2,518,601,893 2,518,601,89368.7368.73

Appointed Resigned

6-Jun-16

-

13-Apr-15

-

17-Oct-16

-

Independent directors

Qiang Li1-Apr-18

-

Zilei Wang16-May-18

-

The total number of voting securities of the company on issue at 23 May 2019 was 3,664,253,194 paid

ordinary shares.

Directors

Bo Xian Cao

Wei Fang

This information reflects the company’s records and disclosures made under section 280(1)(b) of the Financial

Markets Conduct Act 2013.

E Way Holdings Group Limited

Substantial Product Holders (as at 23 May 2019)

NZ Silveray Group Limited

During the year the board of directors comprised:

Non-executive directors

Hao Long

Yang Xia (Chairman)

-

Executive directors

Statement of Directors’ Security Holdings (as at 31 March 2019)

SharesShares

Beneficially Owned

Held Solely

Beneficially Owned

Held by Associated

Persons

198,750,000

Yang Xia-1,508,808,517

Hao Long20,000,000-

Bo Xian Cao

AFC Group Holdings Limited Annual Report 2019

Page 60

AFC GROUP HOLDINGS LIMITED
SHAREHOLDER AND STATUTORY INFORMATION (continued)

The following are directorships held by the AFC Group Holdings Limited Directors as at 31 March 2019:

There were no other securities transactions disclosed to the Board and entered into the Interests Register for

the year to 31 March 2019.

Yang Xia

AFC Group Holdings Limited

Anhui Sanhe Concrete Company

Anhui ANZ Food Limited

Guangdong Farmside International Trading Co Limited

Guangzhou Ruifeng Fertilizer Company

Guangdong Sanjiang Industrial Development Company

Guangdong SYYR Investment & Management Company

Guangdong Yinrui Investment & Management Company

National Dairy Group Ltd

NZ Silveray Group Ltd

Sanhe Building Materials Technology Company Ltd

Zhonghui Yuanlin Construction Limited

Shares beneficially owned held by associated persons for Mr Bo Xian Cao comprise his interest as the owner

of all the shares in E Way Holdings Group Limited, which company is the holder of 198,750,000 shares.

Mr Xia’s shares beneficially owned held by associated persons comprise his interest as an ultimate

shareholder in NZ Silveray Group Limited, which company is the holder of 1,508,808,517 shares.

Statement of Directors’ Security Holdings (as at 31 March 2019) (continued)

Bo Xian Cao

AFC Biotechnology Manufacture Co Limited

AFC International Trading Group Limited

AFC Group Holdings Limited

E Way Holdings Group Limited

NZ Guangdong Business Development Corporation Limited

Hao Long

AFC Education Investment Limited

AFC Goglobal Ecommerce Limited

AFC Group Holdings Limited

AFC Longview Limited

Howard & Co Consulting And Advisory Services Limited (Previously Howard & Co Chartered Accountants

Limited)

National Dairy Group Limited

New Zealand Dewellbon Group Holdings Limited

NZ Silveray Group Limited

Long Family Trust Limited

AFC Group Holdings Limited Annual Report 2019

Page 61

AFC GROUP HOLDINGS LIMITED
SHAREHOLDER AND STATUTORY INFORMATION (continued)

Director's

fees

Other

Remuneration

$20,000Nil

$20,000Nil

Nil$77,020

Qiang Li$15,000Nil

$9,167Nil

Directors’ Remuneration and Other Benefits

Yang Xia (Chairman)

Bo Xian Cao

Hao Long

Employees Remuneration (Excluding Directors)

Directors' Indemnity and Insurance

TheCompanyhasarrangedpoliciesofDirectors'Liabilityinsurancetoensurethatgenerally,directorswill

incur no monetary loss as a result of action taken against them as directors.

Hao Long also received a salary of $77,020 during the year. The Directors of AFC Group Holdings Limited did

not receive any other benefits from AFC Group Holdings Limited in the 12 months to 31 March 2019.

The following is the remuneration paid to the Directors of AFC Group Holdings Limited for the twelve months

to 31 March 2019:

Zilei Wang

There were no employees who received remuneration in excess of $100,000 during the year.

AFC Group Holdings Limited Annual Report 2019

Page 62

AFC GROUP HOLDINGS LIMITED
CORPORATE INFORMATION

SOLICITORSAFC GROUP HOLDINGS LIMITED

Buddle Findlay New Zealand LawyersSecurity code: AFC

P O Box 1433Listed on NZX Market

Auckland 1140NZ Company number: 1799581

SHARE REGISTRAR HEAD OFFICE / REGISTERED OFFICE

Computershare Investor Services Limited AFC Group Holdings Limited

Level 2, 159 Hurstmere Road245 Ti Rakau Drive

Private Bag 92-119Burswood

Auckland 1142Auckland 2013

ACCOUNTANTS

RSM New Zealand (Auckland)TELEPHONE

PO Box 20427664-9-930-0245

Level 2, Building 5

60 Highbrook Drive, HighbrookWEBSITE

Auckland 2013www.afcnz.com

AUDITORS

William Buck Audit (NZ) Limited

P O Box 106 090

Level 4, 21 Queen Street

Auckland 1010

BANKERS

ANZ Bank New Zealand Limited

AFC Group Holdings Limited Annual Report 2019

Page 63

---

AFC GROUP HOLDINGS LIMITED
(Listed on the NZAX: AFC)

1/ 245 Ti Rakau Drive

Burswood

Auckland

Ph: +64 (09) 930-0245



AFC announces availability of its Annual Report


AFC Group Holdings Limited releases its Annual Report for the year ended 31 March

2019.


On behalf of the Board of Directors




Hao Long

Director

28 June 2019


For Further Information

Please contact Mr Howard Long

howard.long@afcnz.com

+64- 21- 244-8000

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

Other issuers discussed similar conditions around this time

Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.