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AFC releases Annual Report for the year ended 31 March 2020

Annual Report26 August 2020AFCFinancials

AFC GROUP HOLDINGS LIMITED
ANNUAL REPORT 2020

FOR THE YEAR ENDED 31 MARCH 2020

AFC GROUP HOLDINGS LIMITED
ANNUAL REPORT CONTENTS

FOR THE YEAR ENDED 31 MARCH 2020

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 - 54

Independent Auditor's Report55 - 57

Shareholder and Statutory Information58 - 61

Corporate Information62


AFC Group Holdings Limited Annual Report 2020

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 2020

Page 2

AFC GROUP HOLDINGS LIMITED
Hao Long

Director

DIRECTORS' REPORT

The 2020 year has been an opportunities and challenges year for the AFC Group Holdings Ltd and its

subsidiaries (“AFC”). The Covid-19 has also brought unprecedented shocks to AFC and rest of the world.

However, AFC will continue to seize the opportunities to deliver high-quality products and services to New

Zealand, Australia and the Chinese market.

AFC Longview Limited (“AFCLV”) actively participated in different wine exhibitions, such as the New Zealand

biggest wine event Winetopia. In addition, Longview Estate Pinot Noir 2018 won the Bronze medal of the New

Zealand Wine of the year 2019. To notice that, the White Diamond vines, which exceeds 50 years in the

AFCLV, has been recognised as Notable trees of New Zealand. During the year, AFCLV continues to improve

its brand recognition and explored more online sales channels, such as Jingdong International, WABA and

other local communities channels.

Most recently, AFC group had worked closely with China Anhui Import Food Industrial Park and officially

launched a new B2B2C global food e-commerce platform which called “EFOODLINE” in July 2020. The

“EFOODLINE” is an integrates online virtual reality (VR) mall and offline brand exhibition hall, which fully utilise

5G service, live streaming, VR, and other high technology. AFC believed that the launch of the new platform

would accelerate the sales of AFC. Nevertheless, AFC Group had also actively undertaken the corporate

social responsibilities by donating 10,000 disposal surgical masks to different NZ Health organisations and

local communities during the COVID-19 period.

The focus over the coming year will remain diligently managing through the COVID-19 impacts, as well as the

challenging and changing market. The group will continue to build on the strong relationship with customers to

ensure the income stream remains positive. Last but not least AFC will continue to become a bridge between

China and New Zealand, to create more value and revenue for the shareholders and stakeholders and to

support local communities as usual.

AFC Biotechnology Manufacture Co Ltd (“AFCBIO”) focused on the enlarge online distribution sales channels

to sell DDMASK cosmetic face mask. AFCBIO first invited Viya, who is one of the top internet celebrity, to

promote DDMASK. Within 10 minutes of livestreaming sales, DDMASK had sold close to 14,000 boxes. It has

become the beginning of AFCBIO livestreaming sales. Furthermore, AFCBIO built up its own sales channels

via different online platforms, such as the DDMASK Tmall flagship store and DDMASK WeChat official sales

platform. Typically, during the “618”, Double Eleven, Chinese New Year, these events increased mask sales

rapidly. Meanwhile, AFCBIO updated its sales policies, which improve the receivable turnover rate and

financial conditions.

AFC Group Holdings Limited Annual Report 2020

Page 3

AFC GROUP HOLDINGS LIMITED
Meetings

Attended

Meetings Held

Yang Xia

44

44

44

Qiang Li

44

44

AUDIT COMMITTEE

Yang Xia

Qiang Li

Zilei Wang

Female Male Female Male

Directors-5-5

Officers3131

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 4 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 4 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 2020, 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

20202019

AFC Group Holdings Limited Annual Report 2020

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 2020

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 4.22 hectares of vines. The Winery produces a series of wines with annual output of 16,000 litres.

Varieties include 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 2020

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. The company involves in sourcing food products, health supplement products and

cosmetic products in New Zealand and export to China. The Company was not purchased any new products

and continued to sell the remaining stocks during the year.

AFC Group Holdings Limited Annual Report 2020

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. The

company has not traded and have not performed any research and development activities during the year.

AFC Group Holdings Limited Annual Report 2020

Page 8

AFC GROUP HOLDINGS LIMITED
AFC Biotechnology Manufacture Co Limited started production in July 2016. The designed annual capacity of

the production line is 7 million sheets of cosmetic facial 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 2020

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. The company was not trading during the year.

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. The company was not trading during the year.

AFC Group Holdings Limited Annual Report 2020

Page 10

AFC GROUP HOLDINGS LIMITED
CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2020

20202019

Notes

NZ$ NZ$

Operating Revenue2 1,234,931 2,602,043

Cost of Sales(1,065,013) (1,436,205)

Gross profit169,918 1,165,838

Other Income2 90,730 20,820

Expenses

Selling and Distribution Expenses3 (386,901) (957,643)

Administration Expenses3 (1,055,376) (1,187,412)

Reversal/(Impairment loss) on trade receivables9 60,004 (25,377)

(1,121,625) (983,774)

Finance Income

2 195 3,726

Finance Expense

3 (49,123)(100)

(48,928)3,626

Loss before income tax(1,170,553) (980,148)

Income tax expenses4 - -

Loss for the year(1,170,553)(980,148)

Other comprehensive income

- -

Total comprehensive loss for the year(1,170,553) (980,148)

Loss and total comprehensive loss attributable to:

Equity holders of the parent(615,550) (583,177)

Non-controlling interest

7

(555,003) (396,971)

(1,170,553) (980,148)

Loss per share:

Basic and Diluted Earning per share in NZ$

5 (0.00017) (0.00016)

Operating loss

The financial statements are to be read in conjunction with the notes to the financial statements set out on pages 16 to 54.

AFC Group Holdings Limited Annual Report 2020

Page 12

AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2020

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 2018

6

28,679,503 (25,119,291) 3,560,212 1,153,655 4,713,867

Net loss for the financial year

7

-(583,177) (583,177) (396,971) (980,148)

Other comprehensive income-----

Total comprehensive 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

Net loss for the financial year

7

-(615,550) (615,550) (555,003) (1,170,553)

Other comprehensive income-----

Total comprehensive loss

-(615,550) (615,550) (555,003) (1,170,553)

Balance as at 31 March 202028,679,503 (26,318,018) 2,361,485 201,681 2,563,166

The financial statements are to be read in conjunction with the notes to the financial statements set out on pages 16 to 54.

AFC Group Holdings Limited Annual Report 2020

Page 13

AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2020

20202019

Notes

NZ$ NZ$

Cash flows from operating activities

Cash was received from:

Receipts from customers 1,163,544 2,955,678

Receipts from related parties584,232 -

Interest received195 3,726

Other receipts90,730 20,820

Cash was applied to:

Payments to suppliers and employees(1,716,258) (3,333,134)

Payments to related parties(223,159)(41,524)

Interest paid(1,825)(100)

Lease interest

13

(47,298)-

Net cash outflow from operating activities

18

(149,839) (394,534)

Cash flows from investing activities

Cash was received from:

Proceeds from disposal of property, plant and equipment

2,421 1,058

Cash was applied to:

Purchase of property, plant and equipment

12

(4,179)(25,978)

Net cash outflow from investing activities(1,758)(24,920)

Cash flows from financing activities

Cash was received from:

Received from related parties281,825 -

Cash was applied to:

Payments for lease liabilities principal

(136,885)-

Net cash inflow from financing activities144,940 -

(6,657) (419,454)

Foreign currency translation adjustment

(36,083)(5,680)

Cash and cash equivalents at the beginning of the year

240,645 665,779

Cash and cash equivalents at the end of the year

8

197,905 240,645

Net 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 54.

AFC Group Holdings Limited Annual Report 2020

Page 15

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

1.ACCOUNTING POLICIES

REPORTING ENTITY

1.1Statement of compliance

1.2 Basis of preparation

1.3 New accounting standards adopted

Adoption of NZ IFRS 16 Leases

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 2020 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 ("N Z

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

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 1.23.

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 company has adopted the requirements of NZ IFRS 16 from 1st April 2019. As a result, right-of-use assets of

$780,742 and lease liabilities of $780,742 were recognised as at 1st April 2019. The Group transitioned to IFRS 16 in

accordance with the modified retrospective approach. The prior-year figures have not been adjusted and restated.

In applying the modified retrospective approach, the Group has taken advantage of the practical expedient, where a

single discount rate has been applied to portfolios of leases with reasonably similar characteristics.

AFC Group Holdings Limited Annual Report 2020

Page 16

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

1.ACCOUNTING POLICIES (continued)

1.3 New accounting standards adopted (continued)

NZ$

Operating lease commitment at 31 March 2019912,267

Effect of discounting those lease commitments at an annual rate of 8.32%(129,668)

Effect of electing to accounts for short-term and low value leases off balance sheet(1,857)

Lease liability at 1 April 2019780,742

The weighted average incremental borrowing rate applied to discount the lease liabilities on 1 April 2019 was 8.32%.

All leases are accounted for by recognising a right-of-use asset and a lease liability except for:

Leases of low value assets; and

Leases with a term of 12 months or less.

1.4Basis of consolidation

The aggregate lease liability recognised in the statement of financial position at 1 April 2019 and the group’s

operating lease commitment at 31 March 2019 can be reconciled as follows:

Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term,

with the discount rate determined using the group’s incremental borrowing rate on commencement of the lease.

Right of use assets have been initially measured at the amount of the lease liability.

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the

balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line

basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to

be shorter than the lease term.

When the group revises its estimate of the term of any lease (because, for example, it re-assesses the probability of

a lessee extension or termination option being exercised), it adjusts the carrying amount of the lease liability to reflect

the payments to make over the revised term, which are discounted at the same discount rate that applied on lease

commencement. The carrying value of lease liabilities is similarly revised when the variable element of future lease

payments dependent on a rate or index is revised. In both cases an equivalent adjustment is made to the carrying

value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease

term.

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

March 2020. 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.

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.

AFC Group Holdings Limited Annual Report 2020

Page 17

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

1.ACCOUNTING POLICIES (continued)

1.4Basis of consolidation (continued)

1.5Intangible assets and goodwill

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.

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.

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.

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.

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.

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.

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.

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.

AFC Group Holdings Limited Annual Report 2020

Page 18

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

1.ACCOUNTING POLICIES (continued)

1.6Going concern

Vineyard and Winery:

- Budget Assumptions:

- The key risk is the volume of bottles sold up to September 2021

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

As at 31 March 2020, the Group is in a positive working capital position of $697,805 (2019: $1,903,701) and net

equity of $2,563,166 (2019: $3,733,719). The Group did not raise any equity funding during the year (2019: $Nil). The

longer-term effects of Covid-19 are not clear at the present point in time. Several scenarios were considered,

reflecting a range of outcomes potentially resulting from the aftermath of Covid-19.

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

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

- AFC Group budget include $60,000 discretionary spend on marketing relating to promote group’s brand globally

in exhibition.

- 2020 actual sales was $132,000, the large increase in the budget when comparing 2020 to 2021

is based on the assumption that a large order of Merlot (in stock at year end) will be received from

China (related party) in October 2020. There has been no indication that this order will not occur.

- Continued Covid-19 wage subsidy from New Zealand Government until September 2020.

- Costs savings initiatives implemented post year end:

Key assumptions underpinning the going concern assessment include:

- The Group has restructured forecasts, based on past results compared to prior year budgets. The Group’s

budgeted results is currently at breakeven with small profit to September 2021. The budgets have been stress

tested to understand the impact on the financial results if the budget was not met.

• All management of AFC Group has volunteered to take a 20% decrease in remuneration until the 30th of

June 2020 and will take volunteer reduction when necessary

• Rent abatements negotiated with landlord for 5 months

- AFC Longview budgeted sales $900,000 of various wine blends up to September 2021, of which

$640,000 is sales budgeted by the end of March 2021.

- The Key assumption used to generate the 2021 budget is the volume of sales.

- Selling prices has an impact on the budget, however the change is not expected to be significant.



• +10% volume sold, impact would be $77,000 increase on profit and $86,000 increase on cashflows.

• -10% volume sold, impact would be $77,000 decrease on profit and $86,000 decrease on cashflows.

- Costs are relatively fixed and definable.

- 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.

- Assumptions made to achieve this budget include:

- Break even per the directors are budgeted sales of $630,000 per year.

• All directors of AFC Group have volunteered to take a 30% decrease in remuneration from 1 April 2020

AFC Group Holdings Limited Annual Report 2020

Page 19

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

1.ACCOUNTING POLICIES (continued)

1.6Going concern (continued)

Vineyard and Winery: (continued)

Manufacturing:

- Budget Assumptions:

- The key risk is the volume of boxes sold up to September 2021

1.7Revenue

- 2020 actual sales was $1,000,000, the increase in the budget when comparing 2020 to 2021 is based

on the assumption that there will be increased sales due to the online store Tmall during Tmall annual

sales event on 11.11 and Chinese New Year period. Tmall is a large sales platform in China which

use by globally.

- Increased sales volume also attributable to the assumption that a large order will be received from

a related party in China of 21,600 masks in October 2020.

- Actual sales for 2019 was $1,600,000 and 2018 was $2,000,000. Directors plan to reach these levels

of sales again in 2021.

- The Vineyard has been existence from 1960, therefore making the vines a heritage plant, which

increases the value of wine.

- Other Assumptions:

- The Key assumption used to generate the 2021 budget is the volume of sales.

- AFC Biotech budgeted sales of face mask is $2,200,000 up to September 2021, of which $1,400,000

is sales budgeted by the end of March 2021.

- Selling prices has an impact on the budget, however the change is not expected to be significant.

• +10% volume sold, impact would be $159,000 increase on profit and $210,000 increase on cashflows.

• -10% volume sold, impact would be $159,000 decrease on profit and $210,000 decrease on

cashflows.

- Break even per the directors are budgeted sales of $1,400,000 per year.

- Other Assumptions:

- $84,000 sold to a related party in China and shipped out in July 2020.

- New local customer sales post year end, $62,000 in June 2020.

- Increased use of online live streaming distribution channels will be used in 2021. Examples include

Internet Celebrities promote masks, Jingdong, Wei Pin Hui and Staff Live Stream on Tmall.

- New product versions to be launched in 2021.

- Most of the wines manufactured by Longview do not age quickly, the wine is stable and age well.

Based on the above, the Board of Directors consider that using the going concern basis is appropriate having

reviewed cash flow projections of the Group to September 2021 while also acknowledging the uncertainties in

forecasting in the current environment.

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.

- As at July 2020 actual YTD sales compared to YTD budget is on track.

AFC Group Holdings Limited Annual Report 2020

Page 20

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

1.ACCOUNTING POLICIES (continued)

1.7Revenue (continued)

Sale of goods - Contracts with customers

Interest income

Government grant

1.8Foreign currency

1.9Inventories

Grant income is recognised as revenue when it becomes receivable unless the Group has a liability to repay the

grant if the requirements of the grant are not fulfilled. A liability is recognized to the extent that such conditions are

unfulfilled at the end of the reporting period and is released to revenue as the conditions are fulfilled.

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 2020 was $162,793 (31 March 2019:

$76,019).

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.

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.

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

dates of the transactions.

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.

Rental

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 2020

Page 21

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

1.ACCOUNTING POLICIES (continued)

1.9Inventories (continued)

1.10Leases – Operating leases

The Group as a lessor

1.11Cash and cash equivalents

1.12Employee benefits

1.13Financial assets

Financial assets at amortised cost

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.

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.

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.

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.

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 point of harvest 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.

AFC Group Holdings Limited Annual Report 2020

Page 22

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

1.ACCOUNTING POLICIES (continued)

1.14Financial Liabilities (continued)

Financial liabilities at amortised cost

Interest and dividends

Related party payables

1.15Equity


1.16Goods and services tax (“GST”)

1.17Income tax

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.

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.

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.

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.

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.

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.

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.

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 2020

Page 23

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

1.ACCOUNTING POLICIES (continued)

1.17Income tax (continued)

1.18Property, 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 Equipment 8% - 67% Diminishing Value

7.5% Diminishing Value

1.19 Biological Assets

Buildings

Plant & Equipment

Leasehold Improvements

Computer Equipment

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.

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.

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.

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

losses.

Grape Vines / Bearer Plants

Motor Vehicles

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.

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

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.

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:

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.

AFC Group Holdings Limited Annual Report 2020

Page 24

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

1.ACCOUNTING POLICIES (continued)

1.20Impairment of assets

Financial assets

Non-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.

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.

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.

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.

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.

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.

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.

AFC Group Holdings Limited Annual Report 2020

Page 25

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

1.ACCOUNTING POLICIES (continued)

1.21Earnings per share

1.22Cash Flows

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

1.23 Critical accounting judgments and key sources of estimation uncertainty

Recognition of provision for deferred tax assets

The Group has not recognised a deferred tax asset (2019: 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).

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

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.

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.

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.

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

borrowings of the Group.

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.

AFC Group Holdings Limited Annual Report 2020

Page 26

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

1.ACCOUNTING POLICIES (continued)

1.23 Critical accounting judgments and key sources of estimation uncertainty (continued)

Impairment of trade, other and related party receivables

Provision for Inventory

Impairment of property, plant and equipment

2.REVENUE

20202019

Operating revenue

NoteNZ$NZ$

Sale of goods

1,234,931 2,602,043

Total operating revenue

1,234,931 2,602,043

Other Income

71,122 6,780

Rental Income

15,600 14,040

Covid-19 wages subsidy

4,008 -

90,730 20,820

Total Income

1,325,661 2,622,863

Finance Income:

Interest received on bank account

74 313

Interest received from related parties

1987 1,031

Other Interest received

34 2,382

195 3,726

Performance Obligations and Revenue Recognition

In determining whether an item of property, plant and equipment is impaired, the Group applies NZ IAS 36

Impairment of Assets. This assessment involves the review of the carrying amount of its assets or cash-generating

unit and if this exceeds the recoverable amount. This assessment involves estimating the value in use of an asset

and estimating the future cash inflows and outflows to be derived from the continued use of the asset and its disposal

and applying an appropriate discount rate to those future cash flows.

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 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.

AFC Group Holdings Limited Annual Report 2020

Page 27

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

3.EXPENSES

20202019

NoteNZ$NZ$

Included in Selling and Distribution Expenses

Advertising

11,704 541,297

Business Events 217,172 115,521

Freight and Courier4,922 9,166

Rent- 39,707

Salaries and Sales Commission 150,706 241,352

Included in Administration Expenses

Accounting and Consulting

28,030 74,050

Amortisation of Intangible Assets

15

150 150

Depreciation for property, plant and equipment

12

92,620 108,917

Depreciation for right-of-use assets

13

154,218 -

Directors Fees

58,070 64,167

Entertainment

28,369 41,729

Insurance

33,600 21,168

Kiwisaver Contributions

7,209 10,881

Legal Fees

2,300 974

Management Fees

19

30,000 20,000

Rent- 144,213

Salaries620,823 681,926

NZX costs

12,600 13,250

Travel 53,379 52,869

Auditors' remuneration

Audit of financial statements

Audit of 2018 financial statements- (14,903)

Audit of 2019 financial statements(6,420)94,488

Audit of 2020 financial statements57,650 -

Other services

Wine Standards Management Plan audit

1,856 1,628

Total fees paid to auditors

53,086 81,213

Finance costs:

Interest paid on borrowings from related parties

18

(1,825)-

13

(47,298)-

Other interest paid- (100)

(49,123)(100)

The auditors of the Wine Standard Management Plan for 2020 were Quality Auditing Specialists Limited

(2019: Quality Auditing Specialists Limited).

The auditors of the financial statements for 2020 were William Buck Audit (NZ) Limited (2019: William Buck

Audit (NZ) Limited).

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

Lease interest

AFC Group Holdings Limited Annual Report 2020

Page 28

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

4. INCOME TAX EXPENSE

4.1.Components of Income tax expense

20202019

NZ$NZ$

- -

- -

Income tax expense

- -

Reconciliation of effective tax rate

Profit / (loss) before income tax

(1,170,553)(980,148)

(327,755)(274,441)

Expected income expense / (benefit)

(327,755)(274,441)

Adjustments

Non deductible expenses

5,265 6,450

Non taxable income

(1,515)-

Losses not recognised and carried forward

326,439 286,608

Income tax expense

- -

4.2 Deferred tax assets and liabilities

20202019

NZ$NZ$

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

Unused tax losses

884,681 558,242

Provisions and accruals

73,969 76,363

Property, plant and equipment

160 200

Tax benefits not recognised

(958,810)(634,805)

Deferred tax assets as at 31 March

- -

Unused tax

losses Accruals

Property,

plant and

equipment

Deferred tax

not recognised

Total

NZ$NZ$NZ$NZ$NZ$

Balance as at 1 April 2018

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

Movements

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

Balance as at 31 March 2019

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

Current year movements

326,439 (2,394)(40)(324,005)-

Balance at 31 March 2020

884,681 73,969 160 (958,810)-

The tax rate used for the reconciliation above is the corporate tax rate of 28% (2019: 28%) payable by New

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

Deferred tax movements

Current year income tax charge

Income tax expense/(benefit) calculated at 28%

Deferred tax movements relating to origination and reversal of

temporary differences

(2,434)(18,617)

AFC Group Holdings Limited Annual Report 2020

Page 29

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

4. INCOME TAX EXPENSE (continued)

4.2 Deferred tax assets and liabilities (continued)

5.

EARNINGS PER SHARE

20202019

NZ$NZ$

Basic earnings per share

Profit/ (Loss) after taxation attributable to equity holders of the parent(615,550)(583,177)

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

Basic and Diluted Earning per share in NZ$(0.00017)(0.00016)

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 Group has not recognised the deferred tax asset of $958,810 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.

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

share are as follows:

Weighted average number of ordinary shares on issue

AFC Group Holdings Limited Annual Report 2020

Page 30

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

6.AUTHORISED AND ISSUED SHARE CAPITAL

Shares

Issued

Group

No.NZ$

6.1Ordinary shares

Balance at 1 April 2018

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

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

Movement for 2020 financial year

Ordinary shares authorised and issued

- -

Ordinary shares on issue at 31 March 2020

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

Treasury shares

(37,082)(74)

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

6.2Warrants

7

NON-CONTROLLING INTEREST

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

AFC Biotechnology Manufacture Co Limited

No warrants were issued during the 2020 year.

Ordinary shares on issue at 31 March 2019 excluding

treasury shares

Ordinary shares on issue at 31 March 2020 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.

No dividends have been declared or paid for the year ended 31 March 2020 (2019: $nil).

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

$10,000 for each share. For the 2020 year, AFC Group Holdings Limited held 51% of the shares and non-

controlling interest held remaining 49% of the shares (NZ Silveray Group Limited held 24% of the shares, Wei Li

held 20% of the shares and others held remaining 5% of the shares).

AFC Group Holdings Limited Annual Report 2020

Page 31

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

7

NON-CONTROLLING INTEREST (continued)

AFC Longview Limited

Both entities are incorporated and domiciled in New Zealand.

201920202019

NZ$NZ$NZ$

Summarised statement of financial position

Current assets1,489,614 486,775 683,177

Current liabilities1,244,632 1,412,769 1,161,897

Current net assets/(liabilities)244,982 (925,994)(478,720)

Non-current assets258,597 1,440,788 1,473,516

Non-current liabilities- - -

Non-current net assets258,597 1,440,788 1,473,516

Net assets503,579 514,794 994,796

246,754 252,249 487,450

Summarised statement of comprehensive income

Revenue1,663,230 132,043 422,840

Loss for the year(479,275)(480,002)(330,870)

Other comprehensive income- - -

Total comprehensive loss

(479,275)

(480,002)(330,870)

(234,845)(235,201)(162,126)

Summarised cash flows

Cash flows from operating activities(54,889)(252,730)(533,718)

Cash flows from investing activities(1,667)(1,167)(10,095)

Cash flows from financing activities44,418 245,484 370,862

(12,138)(8,413)(172,951)

(652,658)

-

Net Assets attributed to non-controlling interest

Loss allocated to non-controlling interest

(136,258)

(89)

194,103

Net increase/(decrease) in cash and cash

equivalents 57,756

AFC Biotechnology

Manufacture Co Limited

(319,802)

2020

(73,049)

255,705

(652,658)

416,837

161,132

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 (51% shareholding) and NZ Silveray

Group Limited (a non-controlling interest) subscribed to the remaining 1,176,000 shares (49% shareholding).

AFC Longview Limited

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

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

1,088,376

NZ$

969,147

1,373,931

(404,784)

(149,079)

AFC Group Holdings Limited Annual Report 2020

Page 32

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

7

NON-CONTROLLING INTEREST (continued)

AFC Longview Limited (235,201)(244,801)

AFC Biotechnology Manufacture Co Limited (319,802)(332,856)

(555,003)(577,657)

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

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

(396,971)(413,174)

20202019

NZ$NZ$

AFC Longview Limited

Opening Balance 1 April 2019/1 April 2018

487,450 649,576

Loss and total comprehensive loss attributed to non-controlling interest

(235,201)(162,126)

252,249 487,450

AFC Biotechnology Manufacture Co Limited

Opening Balance 1 April 2019/1 April 2018

269,234 504,079

Loss and total comprehensive loss attributed to non-controlling interest

(319,802)(234,845)

(50,568)269,234

Total effect of non-controlling interest

201,681 756,684

8. CASH AND CASH EQUIVALENTS

20202019

NZ$NZ$

Cash at bank and on hand197,905 240,645

Total cash and cash equivalents197,905 240,645

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

floating rates on daily deposit balances. There is no overdraft facility for the Group.

31 March 2020

31 March 2019

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:

Loss allocated

to non-

controlling

interest

Loss allocated to

the equity

holders of the

parent

Total

comprehensive

loss for the year

(810,145)

(479,275)

(330,870)

(1,132,660)

(652,658)

(480,002)

AFC Group Holdings Limited Annual Report 2020

Page 33

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

9. TRADE, OTHER AND RELATED PARTY RECEIVABLES

20202019

Note

NZ$NZ$

Trade receivables - third parties173,625 162,357

Trade receivables - related parties

19

283,749 812,304

457,374 974,661

Allowance for impairment losses(458)(60,462)

Total trade receivables

456,916 914,199

Other related party receivables19

- 55,677

Total trade and related party receivables

456,916 969,876

Analysis of trade and related party receivables

Current

166,605

69,123

Past due 0-30

94,422

2,976

Past due 31-90

19,129

311,682

Past due more than 90

177,218

590,880

457,374 974,661

20202019

NZ$NZ$

Movement in the allowance for impairment losses

Opening Balance 1 April

60,462 35,085

Reversal of prior year provision

(60,462)(35,085)

458 60,462

458 60,462

Charge for the financial year

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 19.

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

AFC Group Holdings Limited Annual Report 2020

Page 34

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

10.PREPAYMENTS AND OTHER CURRENT ASSETS

20202019

NZ$NZ$

Advances to suppliers

6,397 -

Prepayment of expenses

59,863 97,356

Taxation receivable

74 140

GST receivable

10,229 41,852

76,563 139,348

11.INVENTORIES

20202019

NZ$NZ$

Work in progress

125,501 94,273

Finished goods

921,973 1,189,163

Provision for inventory

(162,793)(76,019)

Total Inventories

884,681 1,207,417

Provision for closing stock

(76,019)(124,885)

46,427 68,300

(133,201)(19,434)

(162,793)(76,019)

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 $25,210 (2019: $43,847). A fair value loss of

$204,898 (2019: $183,185) was recorded during the year within cost of sales.

Reversal of opening provision for inventory

Inventory of $162,793 has been expensed and written down to net realisable value/lower of cost (31 March

2019: $76,019). There were reversals of $46,427 for the provision for stock during the year (2019: $68,300).

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 2020

Page 35

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

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 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)

Disposal- - - 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

Year ended 31 March 2020

Cost

Cost as at 1 April 2019320,000 905,199 50,000 447,775 98,744 30,252 205,591 80,000 2,137,561

Additions - - - 2,697 - 502 980 - 4,179

Disposal- - - (417)- - (4,500)- (4,917)

Written off- - - (11,865)- - - - (11,865)

Cost as at 31 March 2020320,000 905,199 50,000 438,190 98,744 30,754 202,071 80,000 2,124,958

Accumulated Depreciation

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

- (2,435)- (45,759) (14,191) (5,671) (19,815)(4,749)(92,620)

- - - 263 - - 1,908 - 2,171

- - - 3,887 - - - - 3,887

- (8,013)- (184,776) (70,412) (24,959) (85,670) (21,433) (395,263)

Carrying Amount

Cost 320,000 905,199 50,000 438,190 98,744 30,754 202,071 80,000

2,124,958

- (8,013)- (184,776) (70,412) (24,959) (85,670) (21,433)(395,263)

320,000 897,186 50,000 253,414 28,332 5,795 116,401 58,567 1,729,695

Bearer plants consist of grape vines on our vineyards here in New Zealand. As at 31 March 2020, the Group had grape vines planted on

4.22 productive hectares of land (2019: 4.22 hectares).

Accumulated Depreciation

at 1 April 2018

Accumulated

Depreciation at 31 March

2019

Accumulated Depreciation

Carrying Amount 31

March 2019

Depreciation charge for the

year

Accumulated Depreciation

Carrying Amount 31

March 2020

Accumulated Depreciation

at 1 April 2019

Depreciation charge for the

year

Accumulated

Depreciation at 31 March

2020

Written off

Disposal

AFC Group Holdings Limited Annual Report 2020

Page 36

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

13.RIGHT-OF-USE ASSETS

13.1Right-of-use assets

BuildingsForkliftTotal

At 1 April 2019

- - -

Effect on adoption of NZ IFRS 16

780,742 14,483 795,225

Depreciation

(152,609)(1,609)(154,218)

Increase in rent modification

16,059 - 16,059

At 31 March 2020

644,192 12,874 657,066

13.2Lease liabilities

At 1 April 2019

- - -

Effect on adoption of NZ IFRS 16

780,742 14,483 795,225

Lease interest

46,674 624 47,298

Lease payments

(182,239)(1,944)(184,183)

Increase in rent modification

16,059 - 16,059

At 31 March 2020

661,236 13,163 674,399

Lease liabilities

Current lease liabilities

147,598 4,393 151,991

Non-current lease liabilities

513,638 8,770 522,408

Total lease liabilities

661,236 13,163 674,399

14. BIOLOGICAL ASSETS


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

20202019

Carrying value of biological assets

NZ$NZ$

- -

Movements in Period

Additions at fair value

25,210 43,847

Transfer of harvested fresh fruit bunches to inventory

(25,210)(43,847)

- -

The group leases two properties in the New Zealand. The periodic rent is fixed over the lease term for both

the property leases.

Opening Balance

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 February and March each year.

During the year ended 31 March 2020, the Group harvested grapes equal to 8,110 litres of wine (2019:

13,719 litres). Of this amount the Company purchased 8,566 litres (2019: 4,120 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.

Balance as at 31 March

AFC Group Holdings Limited Annual Report 2020

Page 37

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

14. BIOLOGICAL ASSETS (continued)


15.INTANGIBLE ASSETS

GoodwillBrands Trademarks

Distribution

Right Asset Total

NZ$NZ$NZ$NZ$NZ$

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)

- - 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

as at 31 March 2019

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.

Accumulated amortisation

Accumulated amortisation at 1

April 2018

Accumulated impairment as

at 31 March 2019

Refer to the segment reporting disclosure in Note 23 for details on the vineyard and winery.

Amortisation for the year

Disposals

Accumulated Impairment at 1

April 2018

Impairment for the year

Accumulated impairment

Carrying Amount 31 March

2019

AFC Group Holdings Limited Annual Report 2020

Page 38

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

15.INTANGIBLE ASSETS (continued)

GoodwillBrands Trademarks

Distribution

Right Asset Total

NZ$NZ$NZ$NZ$NZ$

Year ended 31 March 2020

Cost

Cost as at 1 April 2019

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

982,913

Additions- - - - -

Disposals- - - - -

Cost as at 31 March 2020495,785 31,161 1,500 454,467 982,913

Accumulated Amortisation

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

- - (150)- (150)

Disposals- - - - -

- - (492)(340,843)(341,335)

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

- - (492)(340,843)(341,335)

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

- - 1,008 - 1,008

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

at 31 March 2020 (2019: $nil).

During the year 2019, 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.

Accumulated impairment as

at 31 March 2020

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

carrying balance as at 31 March 2020 (2019: $nil).

The amortisation charge of $150 (2019: $150) is recognised under administration expenses in the

Statement of Comprehensive Income.

Accumulated amortisation at 1

April 2019

Amortisation for the year

Accumulated amortisation

as at 31 March 2020

Accumulated Impairment at 1

April 2019

Impairment for the year

Accumulated amortisation

Carrying Amount 31 March

2020

Accumulated impairment

AFC Group Holdings Limited Annual Report 2020

Page 39

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

16.TRADE, OTHER AND RELATED PARTY PAYABLES

20202019

NoteNZ$NZ$

Trade creditors

63,647 111,763

Accruals

115,908 150,361

Related party payables19

432,926 374,260

Other payables

153,788 17,201

766,269 653,585

17.BORROWINGS

18.

NET CASH OUTFLOW FROM OPERATING ACTIVITIES

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

20202019

NZ$NZ$

(1,170,553)(980,148)

15 150 150

115 -

12 92,620 108,917

13 154,218 -

204,898 183,185

36,083 5,680

- 941

325 (734)

7,978 -


The Group has no long-term borrowings (2019: $nil).

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

operations

Loss before taxation

Adjustment for non cash items

Amortisation and impairment of intangible assets

Bad debts written off

Depreciation of property, plant and equipment

Depreciation of right-of-use assets

Fair value adjustment on agricultural produce

Foreign exchange differences

Intangible assets written off

Loss/(gain) on disposal of property, plant and equipment

Property, plant and equipment written off

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 10.08% per annum

for outstanding amounts.

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 19 for related parties.

AFC Group Holdings Limited Annual Report 2020

Page 40

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

18.

NET CASH OUTFLOW FROM OPERATING ACTIVITIES

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

20202019

NZ$NZ$

Adjustment for movements in working capital items

Trade and other receivables(71,387)353,635

Inventories117,838 (81,970)

Prepayments and other current assets62,785 174,445

Related party receivable584,232 (24,750)

Trade and other payables54,018 (117,111)

Related party payables(223,159)(16,774)

Net cash outflow from operating activities

(149,839)

(394,534)

19.RELATED PARTIES

Related Parties:

Company associated with director, Mr Bo Xian Cao

New Zealand Asia-Pacific Cultural Exchange

Centre Limited

Company associated to company's major shareholder, Mr Yang Xia

New Zealand Fantasy Angel Biotechnology

Howard & Co Consulting and Advisory Services

Limited

Company associated with director Mr Hao Long

KWXS Trading LimitedCompany associated with Shuang Xia, director of subsidiary

Guangdong Silver Fern Network Technology Co.

Limited

Company associated to company's major shareholder, Mr Yang Xia

Guangdong Yinrui Investment & Management

Company Limited

Company associated to company's major shareholder, Mr Yang Xia

Hao LongDirector of company and subsidiaries, senior employee of AFC

E Way Holdings Group LimitedCompany associated with director, Mr Bo Xian Cao

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

Guangdong Farmside International Trading Co.

Limited

Company associated to company's major shareholder, Mr Yang Xia

Australasian International Group LimitedCompany associated to company's major shareholder, Mr Yang Xia

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.

Bo Xian CaoDirector of company and subsidiaries

Qiang LiDirector of company

Shuang Xia

Director of subsidiary

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

NZ Silveray Group LimitedCompany's major shareholder, own 49% of AFC Longview Limited

and 24% of AFC Biotechnology Manufacture Co Limited

AFC Group Holdings Limited Annual Report 2020

Page 41

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

19.RELATED PARTIES (continued)

Related Parties: (continued)

Tongqu Trading Group Limited

Shareholder of subsidiary

Director of company and subsidiary

Director of company

Related party balances

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

31 March31 March

20202019

$$

Related Party Receivables

Australasian International Group LimitedSale of products- 483

283,749 808,513

Advances- 132

Super Life NZ Limited Sale of products- 58,853

283,749 867,981

Year ended Year ended

31 March

2020

31 March

2019

Related party transactions$$

Related Party Payables

Australasian International Group Limited

145,159 207,006

- 157,212

- 4,101

NZ Silveray Group Limited- 4,983

NZ Silveray Group Limited286,808 -

Tongqu Trading Group Limited959 958

432,926 374,260

Nature of Transactions

Guangdong Farmside International Trading Co.

Limited

Sale of products

KWXS Trading Limited

Purchases of goods

Guangdong Farmside International Trading Co.

Limited

Purchase of goods and services

Guangdong Silver Fern Network Technology Co.

Limited

Purchase of goods and services

Management fees

Advances

Director fee

Super Life NZ LtdCompany associated to company's major shareholder, Mr Yang

Xia

Company associated with director, Mr Zilei Wang

Yang Xia

Zilei Wang

Wei Li

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 10.08% per annum for outstanding

amounts. No interest is charged on any management fees balances payable.

AFC Group Holdings Limited Annual Report 2020

Page 42

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

19.RELATED PARTIES (continued)

Year ended Year ended

31 March

2020

31 March

2019

Related party transactions$$

Sales of products or services provided to the following:

Australasian International Group Limited (sales of products)

653 109,262

E Way Holdings Group Limited5,243 7,912

E Way Trading Limited 18,900 31,146

Guangdong Farmside International Trading Co., Ltd (sales of products)283,749 943,546

87 790

KWXS Trading Limited- 115

New Zealand Asia-Pacific Cultural Exchange Centre Limited - 788

New Zealand Fantasy Angel Biotechnology Limited10,058 -

NZ Silveray Group Limited- 2,646

318,690 1,096,205

Expenses repaid/recharged on behalf of the Group:

Guangdong Farmside International Trading Co. Limited

1,779 23,808

Guangdong Silver Fern Network Technology Co. Limited

- 6,087

Guangdong Yinrui Investment & Management Company Limited

25,124 7,257

Other related parties

6,509 12,109

33,412 49,261

304,344 667,886

- 509,610

13,070 20,000

954 215,823

- 2,307

- 9,423

30,000 20,000

2,043 5,378

- 1,250

32,000 32,000

382,411 1,483,677

Interest received or debited on related party balances:

87

187

-

844

87 1,031

Interest paid or credited on related party balances:

NZ Silveray Group Limited - on advances

1,825 -

1,825 -

Other transactions:

1,000 -

1,000

-

Guangdong Yinrui Investment & Management Company

Howard & Co Consulting and Advisory Services Limited

Howard & Co Consulting and Advisory Services Limited (Note 3)

Guangdong Farmside International Trading Co. Limited (sales commission)

E Way Holdings Group Limited

Australasian International Group Limited (purchase of goods)

Australasian International Group Limited (marketing services)

Purchases from the following for services or products provided:

Guangdong Farmside International Trading Co. Limited

NZ Silveray Group Limited

New Zealand Guangdong General Association of Commerce Inc - donation for

annual event

New Zealand National Trade Limited

NZ Silveray Group Limited

New Zealand Asia-Pacific Cultural Exchange Centre Limited

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

AFC Group Holdings Limited Annual Report 2020

Page 43

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

19.RELATED PARTIES (continued)

Key Management Personnel

MarchMarch

20202019

$$

Salaries and other short-term benefits

202,317 215,705

Directors' fees

58,070 64,167

260,387

279,872

20.COMMITMENTS

Operating lease commitments - Group as lessee

Non-cancellable operating lease rentals are payable as follows:

20202019

NZ$NZ$

As at 31 March:

Less than one year- 182,370

Between one and five years- 716,963

More than five years- 12,934

Total operating lease commitments- 912,267

20202019

NZ$NZ$

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

Lease of printer and eftpos equipment1,149 540

Vineyard Rental- 12,000

The Group has no capital commitments at 31 March 2020 (2019: $nil).

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

(Refer to Note 13).

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 was terminated on June 2019.

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:

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 2020 financial year as follows:

AFC Group Holdings Limited Annual Report 2020

Page 44

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

21.FINANCIAL INSTRUMENTS

Financial

asset at

amortised

cost

Financial

liabilities at

amortised

cost

Total

NZ$NZ$NZ$

Financial Assets:

Cash and cash equivalents197,905 - 197,905

Total financial assets197,905 - 197,905

Financial liabilities:

Related party payables and loans- 281,825 281,825

Lease liabilities- 674,399 674,399

Total financial liabilities- 956,224 956,224

Financial Assets:

Cash and cash equivalents240,645 - 240,645

Total financial assets240,645 - 240,645

Capital management

Categories of financial assets and liabilities

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

assets and liabilities:

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

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.

31 March 2020

31 March 2019

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 $2,563,166 (2019: $3,733,719). Related party payables of $432,926

(2019: $374,260) included in the Group's capital structure are disclosed in note 19. 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.

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

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.

AFC Group Holdings Limited Annual Report 2020

Page 45

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

21.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:

20202019

NZ$NZ$

China

283,956 808,513

Hong Kong

- 483

172,960 160,880

Total trade and related party receivables456,916 969,876

Ageing analysis

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

20202019

NZ$NZ$

Not past due

166,147 124,509

Past due 0-3094,422 2,976

Past due 31-90

19,129 311,682

Past due more than 90

177,218 530,709

Total trade and related party receivables

456,916 969,876

20202019

NZ$NZ$

Impairment losses on trade, other and related party receivables458 60,462

458 60,462

New Zealand

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

The Group's major concentrations of credit risk relate to the amounts owing by one (1) related party customer

which constituted approximately 62% of its total trade receivables as at the end of the reporting period. (2019:

89% of the total trade receivables and related party receivables related to three of the Groups' related party

customers).

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.

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 2020

Page 46

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

21.FINANCIAL INSTRUMENTS (continued)

Credit risk (continued)

Expected credit loss assessment as at 1 April 2019 and 31 March 2020

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 $458 (2019:

$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 2018 and 2019 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. 98% (2019:93%) of the receivables that

are past due relate to amounts owing by one (1) related party. 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 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.

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 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 2020

Page 47

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

21.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 $

328,274 - - 5,069 333,343

Related party payables

325,093 - 107,833 - 432,926

Lease liabilities

74,468 77,524 164,215 358,192 674,399

727,835 77,524 272,048 363,261 1,440,668

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

Interest rate risk profile

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

20202019

NZ$NZ$

Fixed interest instruments

Financial assets

197,905 240,645

Financial Liabilities

(956,224)-

Total

(758,319)240,645

Fair value of financial assets and liabilities

Trade creditors and other

payables

2019

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 1.13 and 1.14.

2020

Financial Liabilities

Trade creditors and other

payables

Financial Liabilities

AFC Group Holdings Limited Annual Report 2020

Page 48

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

22. INVESTMENT IN SUBSIDIARIES

Name of subsidiaryPrincipal activity

20202019

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.

23. SEGMENT REPORTING

International marketing and distribution

The operations of this segment were reclassified to Corporate in the 2020 year.

Vineyard and winery

Manufacturing

AFC Biotechnology Manufacture Co Limited which manufactures cosmetic face masks.

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

Manufacture Co Limited.

AFC Longview Limited

AFC International Trading Group Limited

Source and distribute

goods to China

AFC Biotechnology Manufacture Co Limited Manufacturing

AFC GoGobal Ecommerce Limited Non-Trading

AFC Education Investment Limited Non-Trading

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.

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.

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

varietals and blends of wine.

Ownership interest and

voting rights

AFC Group Holdings Limited Annual Report 2020

Page 49

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

23. SEGMENT REPORTING (continued)

Corporate

International

Marketing

Vineyard

and winery Corporate Manufacturing

Eliminations

and

adjustments

Year ended 31

March 2020

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

Year ended 31 March 2020

Operating Income

Operating Revenue

- 132,043 11,353 1,088,376 3,159 1,234,931

Other Revenue-

16,820 143,665 3,966

(73,721)90,730

Interest Income- 4

157,264 98

(157,171)195

Total Revenue- 148,867 312,282 1,092,440 (227,733) 1,325,856

Cost of sales- 280,855 13,637 800,275 (29,754)1,065,013

Operating Expenses

Interest- 85,486

40,830 79,978

(157,171)49,123

- - 150 - - 150

- 27,292 25,450 39,878 - 92,620

- 235,236 269,762 824,967 (40,462) 1,289,503

- 348,014 336,192 944,823 (197,633) 1,431,396

- (480,002)(37,547)(652,658)(346) (1,170,553)

Total operating

expenses

Other expenses

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 2020 financial year and have been included under this segment.

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

products.

Amortisation and

Impairment losses

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.

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

allocated to segments.

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

Limited was not trading during the 2020 year.

AFC Group Holdings Limited Annual Report 2020

Page 50

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

23. SEGMENT REPORTING (continued)

International

Marketing

Vineyard

and winery Corporate Manufacturing

Eliminations

and

adjustments

Year ended 31

March 2020

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

Year ended 31 March 2020 (continued)

Assets

Segment assets- 1,927,563 6,243,697 1,385,984 (5,553,410) 4,003,834

Capital Expenditure- 2,697 502 980 - 4,179

Segment Liabilities- 1,412,769 1,312,837 1,535,063 (2,820,001) 1,440,668

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

Cost of sales562,163 364,948 - 927,022 (417,928)1,436,205

Operating Expenses

Interest5,590 61,578

176 58,176

(125,420)100

150 - - - - 150

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

548,780 311,968 188,199 1,112,036 (99,618) 2,061,365

561,125 404,272 211,483 1,218,690 (225,038) 2,170,532

(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

Other expenses

Total operating

expenses

AFC Group Holdings Limited Annual Report 2020

Page 51

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

23. SEGMENT REPORTING (continued)

20202019

NZ$NZ$

(1,170,553)(980,148)

- -

(1,170,553)(980,148)

4,003,834 4,387,304

- -

4,003,834 4,387,304

1,440,668 653,585

- -

1,440,668 653,585

Geographical segments

International

Marketing

Vineyard

and winery Corporate


Manufacturing

Eliminations and

adjustments Total

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

China

898 90,144 - 200,098 - 291,140

New Zealand

10,408 41,246 - 892,137 - 943,791

Operating Revenue

11,306 131,390 - 1,092,235 - 1,234,931

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

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

31 March 2020

31 March 2019

Adjustments

Total liabilities per Statement of Financial

Position

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 26% (2019: 42%) of the Group's total operating revenue.

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

Add: deferred tax asset

Total assets per Statement of Financial Position

Taxation benefit for the year

Profit / (loss) after taxation

Total assets for operating segments

AFC Group Holdings Limited Annual Report 2020

Page 52

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

24. NET TANGIBLE ASSETS PER SHARE

20202019

NZ$NZ$

Total assets4,003,834 4,387,304

Less right-of-use assets657,066 -

Less intangible assets1,008 1,158

Tangible assets3,345,760 4,386,146

Less total liabilities1,440,668 653,585

Add lease liabilities674,399 -

Net tangible assets2,579,491 3,732,561

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

Net tangible assets / liabilities per share in NZ$0.0007 0.0010

25.CONTINGENT LIABILITIES

The Group has no contingent liabilities at 31 March 2020 (2019: Nil).

26.EVENTS AFTER THE REPORTING PERIOD

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

At the date of this report, the Board of Directors of AFC Group Holdings Limited provided the following update on

the operations of AFC Group Holdings Limited and its subsidiaries ("AFC Group") in relation to the Coronavirus

("COVID-19") global pandemic.

Firstly, the health, safety and wellbeing of our people and their families is our top priority. A contingency plan has

been implemented and aligns with advice from the New Zealand Government and the Ministry of Health.

Secondly, all directors of AFC Group have volunteered to take a 30% decrease in remuneration from 1st April

2020. Thirdly, the management of AFC Group has volunteered to take a 20% decrease in remuneration until the

30th June 2020. In addition, the management group of AFC Group may take further voluntary salary reduction

which depends on the actual impact of COVID-19.

AFC Group Holdings Limited has used online systems and technology to allow most of its staff to continue

working from home. The Group has also applied for the government wages subsidy and put effort into retaining

all staff.

AFC Group Holdings Limited Annual Report 2020

Page 53

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

26.EVENTS AFTER THE REPORTING PERIOD (continued)

The government announced the Covid-19 alert level 4 came into force on 26th March 2020. AFC Biotechnology

Manufacture Co Limited (AFCBIO) is not an essential business. Thus the business fully closed during the level 4

lockdown period. AFCBIO lost the revenue income during level 4 lockdown period and business only resumed

operations on the 14th May 2020 when it moved to Covid-19 alert level 2. AFCBIO will continue with the

progress of developing a new product and new strategy for future sales through livestreaming and different e-

commerce platform. The Company has also launched a new cooperation project with individual resellers to

distribute the products as a post-COVID-19 sales campaign.

AFC Longview Limited ("Longview Estate") is an essential business that operated through-out the lockdown

period. With the guidelines from the New Zealand Winegrowers Association and the Ministry of Health,

Longview Estate has no reported issue with the COVID-19 and continues producing White Diamond wine as

usual.

The Board of directors believes future demand for face mask and beauty product market will remain positive and

remain confident about the outlook for AFC Group. The Board of Directors are assessing the Group's position

on an ongoing basis and will continue to keep the market informed of any changes to the operation that may

have a material impact on the current business strategy.

AFC Group Holdings Limited Annual Report 2020

Page 54

AFC Group Holdings Limited
Independent auditor’s report to the Shareholders

Report on the Audit of the Consolidated Financial

Statements

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 2020, 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 the accompanying consolidated financial statements give a true and fair

view of the consolidated financial position of the Group as at 31 March 2020, 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 Opinion

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.

Material Uncertainty Related to Going Concern

We draw attention to Note 1.6 in the financial statements, which indicates that the

Company incurred a net loss of $1,170,553 during the year ended 31 March 2020. As of

that date, the Group’s current assets exceed its current liabilities by $697,805 and the

Group had positive net equity of $2,563,166. As stated in Note 1.6 these events or

conditions indicate that a material uncertainty exists that may cast significant doubt on the

Group’s ability to continue as a going concern. Our opinion is not modified in respect of

this matter.

AFC Group Holdings Limited Annual Report 2020

Page 55

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 OBSOLESENCE

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

The Group holds material levels of

inventory that represents 22% of Total

Assets. The valuation or inventory

requires significant audit attention.

Our audit procedures included:

— Understanding the system of processing inventory

transactions

— Attended physical inventory counts on or around the

Reporting Date

— Complete detailed substantive testing of the costing of

inventory

— Tested that inventory at the reporting date is stated at the

lower of Cost or Net Realisable Value by testing a

selection of inventory items to the most recent sales price

less costs to sell

— Assessing the appropriateness of the Group’s provision

for inventory based on sales history and the Group’s

forecasts and considering the level of sales in the period

between the reporting date and the time of approving the

financial statements

— Obtained an Independent Experts valuation report on the

market value of the wine and considered their

assumptions and conclusions

— Ensure appropriate disclosure has been included in the

financial statements

IMPAIRMENT OF PROPERTY, PLANT & EQUIPMENT

Area of focus - Refer also to Note 12 How our audit addressed it

The Group has significant value in

Property, Plant & Equipment and there

are operating losses at Segmental level

Our audit procedures included:

— Physical inspection of tangible property

— Critically assessing the Group’s impairment analysis and

operating forecast covering an extended period

— Performing stress-test analysis on the Group’s forecasts

— Reviewing trading activity subsequent to the Reporting

Date

— Reviewed third party expert valuation of Land and

Buildings

— Ensure appropriate disclosure has been included in the

financial statements

AFC Group Holdings Limited Annual Report 2020

Page 56

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

The directors are responsible for the Annual Report which includes information other than the consolidation

financial statements and audit report. 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 August 2020

AFC Group Holdings Limited Annual Report 2020

Page 57

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

30,000,0000.82

15

28,650,9570.78

16

Prakash Pandey 28,513,3330.78

17

Anthony Edwin Falkenstein & Ian Donald Malcolm22,347,2220.61

18

21,881,3700.60

19

Hao Long20,000,0000.55

20

Huai Ji Zhou20,000,0000.55

Number of

shareholders

%

Number of

Shares

%

466.79%59,8670.00%

9814.48%336,4490.01%

10615.66%777,5110.02%

24035.45% 5,684,3190.16%

395.76% 2,653,7070.07%

608.86% 11,680,3900.32%

8813.00% 3,643,060,95199.42%

677 100.00% 3,664,253,194100.00%

66397.93% 3,661,046,50199.91%

Other142.07% 3,206,6930.09%

677 100.00% 3,664,253,194100.00%

10,000 - 49,999

New Zealand

Geographic Spread

500,000 – plus

100,000 – 499,999

50,000 - 99,999

Shuopeng Wang

Mingbao Zhang

Snowdon Peak Investments Limited

Wenming Tan

Spread of Shareholders (as at 18 August 2020)

Tingsong Zhang

Zhan Qin Xu

5,000 - 9,999

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

Largest Shareholders (As at 18 August 2020)

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

AFC Group Holdings Limited Annual Report 2020

Page 58

AFC GROUP HOLDINGS LIMITED
SHAREHOLDER AND STATUTORY INFORMATION (continued)

Ordinary

Shares

Beneficially

Held

Ordinary

Shares

Beneficially

Held

% Held% Held

2020201920202019

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-

Shares

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

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 2020)

Shares

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 18 August 2020)

NZ Silveray Group Limited

The total number of voting securities of the company on issue at 18 August 2020 was 3,664,253,194 paid

ordinary shares.

Directors

Bo Xian Cao

AFC Group Holdings Limited Annual Report 2020

Page 59

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 2020:

Yang Xia

AFC Group Holdings Limited

Anhui Sanhe Concrete Company

Anhui Asin International Trade Co. Ltd

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

Hefei Ge Lun Bu E-commerce Co., Ltd

National Dairy Group Ltd

NZ Silveray Group Limited

Sanhe Building Materials Technology Company Ltd

Zhonghui Yuanlin Construction Limited

Hao Long

AFC Education Investment Limited

AFC Goglobal Ecommerce Limited

AFC Group Holdings Limited

AFC Longview Limited

Baby Kiwi International Trading Group Limited

Howard & Co Consulting And Advisory Services Limited

National Dairy Group Limited

New Zealand Dewellbon Group Holdings Limited

Longs Family Trust Limited

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

Oceania Traceability Technology Limited

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

the year to 31 March 2020.

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 2020) (continued)

AFC Group Holdings Limited Annual Report 2020

Page 60

AFC GROUP HOLDINGS LIMITED
SHAREHOLDER AND STATUTORY INFORMATION (continued)

Director's

fees

Other

Remuneration

$20,000Nil

$13,070Nil

Nil$80,534

Qiang Li$15,000Nil

$10,000Nil

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 $80,534 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 2020.

The following is the remuneration paid to the Directors of AFC Group Holdings Limited for the twelve months

to 31 March 2020:

Zilei Wang

There were no employees who received remuneration in excess of $100,000 during the year.

Yang Xia (Chairman)

Bo Xian Cao

Hao Long

Employees Remuneration (Excluding Directors)

Directors’ Remuneration and Other Benefits

AFC Group Holdings Limited Annual Report 2020

Page 61

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

62 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 2020

Page 62

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.

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