AFC Group Holdings Limited logo

AFC releases Annual Report for the year ended 31 March 2021

Annual Report29 June 2021AFCFinancials

AFC GROUP HOLDINGS LIMITED
ANNUAL REPORT 2021

FOR THE YEAR ENDED 31 MARCH 2021

AFC GROUP HOLDINGS LIMITED
ANNUAL REPORT CONTENTS

FOR THE YEAR ENDED 31 MARCH 2021

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 - 52

Independent Auditor's Report53 - 55

Shareholder and Statutory Information56 - 59

Corporate Information60


AFC Group Holdings Limited Annual Report 2021

Page 1

AFC GROUP HOLDINGS LIMITED
QIANG LI

HAO LONG

ZILEI WANG

JINGWEI MA

Mr. Zilei Wang graduated from Shanghai

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.

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 Long resigned as dircetor of AFC

Group Holdings Limited on 22 March 2021.

Ms Jingwei Ma was appointed director of AFC Group

Holdings Limited on 29 March 2021. Ms Jingwei Ma

graduated from Japan Aichi University in 2010, major in

International Relations. She is a visionary entrepreneur who

owns a business in the education sector and operates two

female fitness clubs in Xi’an China. Both of her businesses

have achieved remarkable results.

Ms Ma will bring in her governance expertise and trading

channels to AFC to stimulate the international trade sector.

AFC Group Holdings Limited Annual Report 2021

Page 2

AFC GROUP HOLDINGS LIMITED
AFC Group Holdings Limited

1.

2.

3.

4.

5.

AFC Longview Limited (“AFCLV” and “Longview Estate”)

1.

2.

3.

4.

AFC Biotechnology Manufacture Co Ltd (“AFCBIO”)

1.


AFCBIO has restructured successfully which cut down more than $150,000 costs.

2.

3.

4.

DIRECTORS' REPORT

The spread of COVID-19 has severely impacted many local economies around the globe. In New

Zealand, businesses are being forced to cease or limit operations for long or indefinite periods of time.

Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing,

and closures of non-essential services have triggered significant disruptions to businesses, resulting in

an economic slowdown.

The fiscal year 2021 is a challenging year for AFC Group Holdings Limited and its subsidiaries ("AFC"),

but ACF has been actively and continuously taking various measures to deal with various challenges.

In summary, the AFC Group will continue to work hard to enable future revenue growth and return value

to our shareholders in the 2022 fiscal year. While the company is developing itself, it will also be a good

messenger of investment and trade between New Zealand and China. By fulfilling the corporate social

responsibilities and obligations of a locally listed company, AFC is aiming to contribute to the happiness

of the people of New Zealand and China.


AFC is prepared to lease its office which can cut down on more than $120,000 expenses.

Independent directors of AFC will continue to take a 30% reduction in remuneration. Other

directors will voluntarily receive no director fees.

AFC attended the 3rd China International Import Expo (CIIE) to promote the group and products.

AFC employed more senior personnel who can bring sales and profit to the group.

AFC is helping and providing more opportunities for New Zealand small and medium enterprises to

enter the Chinese market, AFC Group has actively participated in the China (Anhui) 5G

International Food City and the "EFOODLINE" global e-commerce platform.

AFCLV has updated its pricing strategy and launched the marketing campaign “White Diamond is

back to the community”. The pricing strategy and marketing campaign was allowing more people to

gain access to the White Diamond Wine.

Longview Estate has also participated in different wine exhibitions, such as Winetopia and NZ

WINE Roadshows, to promote wine and increase sales.

Longview Estate has taken actions to cut costs, such as better work schedules organisation and

people management.

Longview Estate intends to revaluate its land. It will be a change of accounting policies from

historical value to fair value.

AFCBIO will increase the use of online distribution channels in 2021. Examples include

continuously using the shoppertainment to promote masks, Jingdong, Wei Pin Hui and Staff Live

Stream on Tmall.

Signed MOU with new distributors in China to sell in duty-free shops in China.

AFCBIO continuously reduced costs by preparing to sublease its premises.

AFC Group Holdings Limited Annual Report 2021

Page 3

AFC GROUP HOLDINGS LIMITED
Meetings

Attended

Meetings Held

Yang Xia

44

44

44

Qiang Li

44

44

00

AUDIT COMMITTEE

Yang Xia

Qiang Li

Zilei Wang

Hao Long

Female Male Female Male

Directors14-5

Officers3131

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.

The Audit Committee is accountable for ensuring the

performance and independence of the external

auditors and also makes recommendations to the

Board.

The Audit Committee held and attended 4 meetings

during the year and comprised of the following

members:

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.

Jingwei Ma

Executive (Resigned)

Profiles of the individual Directors can be found on

page 2.

20212020

Non-Executive (Chair)

Non-Executive

Executive

Independent

Bo Xian Cao

Independent

CORPORATE GOVERNANCE STATEMENT

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 (Resigned)

Bo Xian Cao

Zilei Wang

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 2021, the Board comprised of the

following directors:

Jingwei Ma

AFC Group Holdings Limited Annual Report 2021

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.

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.

The Board recognises the importance of providing

comprehensive and timely information to

shareholders.

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 2021

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 2021

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 2021

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 2021

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 2021

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 2021

Page 10

AFC GROUP HOLDINGS LIMITED
CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2021

20212020

Notes

NZ$ NZ$

Operating Revenue2 646,910 1,234,931

Cost of Sales(894,258) (1,065,013)

Gross profit(247,348)169,918

Other Income

2 307,144 90,730

Expenses

Selling and Distribution Expenses3 (156,023)(386,901)

Administration Expenses

3 (1,106,571) (1,055,376)

Reversal/(Impairment loss) on trade receivables9 276 60,004

(1,202,522) (1,121,625)

Finance Income

2 8 195

Finance Expense

3 (69,337)(49,123)

(69,329)(48,928)

Loss before income tax(1,271,851) (1,170,553)

Income tax expenses4 - -

Loss for the year(1,271,851)(1,170,553)

Other comprehensive income

- -

Total comprehensive loss for the year(1,271,851) (1,170,553)

Loss and total comprehensive loss attributable to:

Equity holders of the parent(632,463)(615,550)

Non-controlling interest

7

(639,388)(555,003)

(1,271,851) (1,170,553)

Loss per share:

Basic and Diluted Earning per share in NZ$

5 (0.00017)(0.00017)

Operating loss

The financial statements are to be read in conjunction with the notes to the financial statements set out on pages 16 to 52.

AFC Group Holdings Limited Annual Report 2021

Page 12

AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2021

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 2019

6

28,679,503 (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

Net loss for the financial year

7

-(632,463) (632,463) (639,388) (1,271,851)

Other comprehensive income-----

Total comprehensive loss

-(632,463) (632,463) (639,388) (1,271,851)

Balance as at 31 March 202128,679,503 (26,950,481) 1,729,022 (437,707) 1,291,315

The financial statements are to be read in conjunction with the notes to the financial statements set out on pages 16 to 52.

AFC Group Holdings Limited Annual Report 2021

Page 13

25/06/2021

AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2021

20212020

Notes

NZ$ NZ$

Cash flows from operating activities

Cash was received from:

Receipts from customers 766,310 1,163,544

Receipts from related parties238,279 584,232

Interest received8 195

Other receipts300,216 90,730

Cash was applied to:

Payments to suppliers and employees(1,463,836) (1,716,258)

Payments to related parties- (223,159)

Interest paid(25,592)(1,825)

Lease interest

13

(43,745)(47,298)

Net cash outflow from operating activities

18

(228,360)(149,839)

Cash flows from investing activities

Cash was received from:

Proceeds from disposal of property, plant and equipment1,739 2,421

Cash was applied to:

Purchase of property, plant and equipment

12

- (4,179)

Net cash inflow/(outflow) from investing activities1,739 (1,758)

Cash flows from financing activities

Cash was received from:

Proceeds from borrowings

17

53,400 -

Received from related parties123,853 281,825

Cash was applied to:

Payments for lease liabilities principal

(152,090)(136,885)

Net cash inflow from financing activities25,163 144,940

(201,458)(6,657)

Foreign currency translation adjustment

6,928 (36,083)

Cash and cash equivalents at the beginning of the year

197,905 240,645

Cash and cash equivalents at the end of the year

8

3,375 197,905

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 52.

AFC Group Holdings Limited Annual Report 2021

Page 15

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

1.ACCOUNTING POLICIES

REPORTING ENTITY

1.1Statement of compliance

1.2 Basis of preparation

1.3 New accounting standards adopted

1.4Basis of consolidation

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

March 2021. 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.

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 2021 comprise the

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

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

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

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

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

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

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

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

Financial Reporting Standards ("IFRS").

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

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

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

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

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

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

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

are significant to the consolidated financial statements are disclosed in note 1.23.

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.

No new standards, amendments to standards and interpretations to existing standards which are mandatory for the

first time for year ended 31 March 2021 have been adopted by the Group.

AFC Group Holdings Limited Annual Report 2021

Page 16

25/06/2021

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

1.ACCOUNTING POLICIES (continued)

1.4Basis of consolidation (continued)

1.5Intangible assets

1.6Going concern

The consolidated financial statements have been prepared on a going concern basis. At 31 March 2021, the Group

has positive equity of $1,291,315. The Group has minimal external debt and has negative working capital of

($277,481) at that date. Excluding related party accounts payable and advances payable, the Group had positive

working capital of $361,842. The Group has suffered reduced sales in FY21 due to the Covid-19 pandemic and has

taken steps manage the business accordingly.

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.

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.

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.

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.

Intangible assets comprise of 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.

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

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

accumulated amortisation and any impairment losses.

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

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

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

amortisation.

AFC Group Holdings Limited Annual Report 2021

Page 17

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

1.ACCOUNTING POLICIES (continued)

1.6Going concern (continued)

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

1.7Revenue

Sale of goods - Contracts with customers

The key factors the Directors considered in determining that the Going Concern assumption was appropriate include:

There is minimal external debt and no externally imposed capital requirements.

The Group has significant property at Longview vineyard which includes three residential housing units. This

property is unencumbered. The Directors consider that this property could be utilised to raise debt at low rates

from a major New Zealand bank if liquidity needs required it. They do not forecast that this will ne necessary in

the foreseeable future.

The Group has considerable stocks of Finished Goods which will convert to positive cash inflows when settled

by sale, with little or no cash outflow required.

As disclosed in note 19 there are related party payables of $639,323. It has been agreed that payment of these

will be deferred until such time as the group has the liquidity to settle these liabilities.

In response to the Covid-19 pandemic the Group has reduced the fixed cost base of the business. This has

been achieved with the reduction in Directors fees and reduction in staff levels. The space taken at the

premises of the Manufacturing facility has been reduced and surplus space offered for sub-letting.

Detailed budgets for the two operational segments have been prepared which supports the going concern

assumption.

The key estimate in the budgets is the expected level of sales volumes of wine and cosmetic face masks.

In May 2021 a contract to sell $180,000 of wine was completed with a related party. This is one of three such

expected contracts in FY22.

The Group has significantly revised its domestic pricing strategy on the core product, White Diamond wine,

which has already lead to significantly increasing sales volumes at a positive Gross Margin.

Sales of cosmetic face masks in New Zealand have been negatively affected by the closure of borders. The

Group has created new distribution channels in China, its primary market for the product. This includes the

China Duty Free Group for which THE Group is in advanced negotiations for sale of significant volume of

boxes of product.

Based on the current stages of negotiations with customers, the Directors are anticipating sales in FY22 on

similar levels of pre-Covid sales in FY18 and FY19.

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

been accepted by the customer.

The Group generates revenue primarily from the sale of wine and DD masks to its customers. Other sources of

revenue include interest income and rental income.

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.

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.

AFC Group Holdings Limited Annual Report 2021

Page 18

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

1.ACCOUNTING POLICIES (continued)

1.7Revenue (continued)

Interest income

Government grant

1.8Foreign currency

1.9Inventories

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.

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.

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 2021 was $335,809 (31 March 2020:

$162,793).

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.

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

dates of the transactions.

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.

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.

Rental

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

AFC Group Holdings Limited Annual Report 2021

Page 19

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

1.ACCOUNTING POLICIES (continued)

1.10Leases (continued)

The Group as a lessee

Lease Liabilities

The Group as a lessor

1.11Cash and cash equivalents

1.12Employee benefits

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

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.

Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated

useful life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at

the end of the lease term, the depreciation is over its estimated useful life. Right-of-use are subject to impairment or

adjusted for any remeasurement of lease liabilities.

The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases

with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to

profit or loss as incurred.

A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the

present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit

in the lease or, if that rate cannot be readily determined, the group’s incremental borrowing rate. Lease payments

comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on and index or

a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the

exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease

payments that do not depend on an index or a rate are expensed in the period in which they are incurred.

Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are

remeasured if there is a change in the following: future lease payments arising from a change in the index or a rate

used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease is

remeasured, an adjustment is made to the corresponding right-of-use asset, or to profit or loss if the carrying amount

of the right-of-use asset is fully written down.

Right-of-use assets

A right-of-use asset is recognised at the commencement date of a lease. The right of use asset is measured at cost,

which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or

before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except

where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing

the underlying asset, and restoring the site or asset.

AFC Group Holdings Limited Annual Report 2021

Page 20

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

1.ACCOUNTING POLICIES (continued)

1.13Financial assets

Financial assets at amortised cost

1.14Financial Liabilities

Financial liabilities at amortised cost

Interest and dividends

Related party payables

1.15Equity

1.16Goods and services tax (“GST”)

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.

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.

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.

AFC Group Holdings Limited Annual Report 2021

Page 21

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

1.ACCOUNTING POLICIES (continued)

1.17Income tax

1.18Property, plant and equipment

Recognition and measurement

Subsequent costs

Depreciation

not depreciated

0% - 2% Diminishing Value

40% - 50% Diminishing Value

20% Diminishing Value

10% - 40% Diminishing Value

20% - 30% Diminishing Value

Fixture and Fittings and Office Equipment8% - 20% Diminishing Value

7.5% Diminishing Value

Plant & Equipment

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

losses.

Grape Vines / Bearer Plants

Motor Vehicles

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.

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.

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.

Buildings

Land & Land Improvements

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:

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

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

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

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

Deferred tax 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.

Taxation expense comprises both current and deferred tax.

AFC Group Holdings Limited Annual Report 2021

Page 22

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

1.ACCOUNTING POLICIES (continued)

1.18 Property, plant and equipment (continued)

1.19 Biological Assets

1.20Impairment of assets

Financial assets

Non-financial assets

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

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

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

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

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

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

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

allowance account are recognised in profit or loss.

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.

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.

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.

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

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

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

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

account.

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

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

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

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

impacted.

AFC Group Holdings Limited Annual Report 2021

Page 23

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

1.ACCOUNTING POLICIES (continued)

1.20Impairment of assets (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

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.

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

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

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

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

flows.

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

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

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

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

All impairment losses are immediately recognised through profit and loss.

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.

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

borrowings of the Group.

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.

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.

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

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.

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.

AFC Group Holdings Limited Annual Report 2021

Page 24

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

1.ACCOUNTING POLICIES (continued)

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

Impairment of trade, other and related party receivables

Recognition of provision for deferred tax assets

Provision for Inventory

Impairment of property, plant and equipment

2.REVENUE

20212020

NoteNZ$NZ$

Operating revenue

Sales - wine products

155,676 131,390

Sales - cosmetic products

484,310 1,092,235

Sales - other products

6,924 11,306

Total operating revenue

646,910 1,234,931

Other Income

58,711 71,122

Rental Income

24,953 15,600

Covid-19 wage subsidy

223,480 4,008

307,144 90,730

Total Income

954,054 1,325,661

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.

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.

The Group has not recognised a deferred tax asset (2020: No deferred tax asset recognised) 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).

AFC Group Holdings Limited Annual Report 2021

Page 25

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

2.REVENUE (continued)

20212020

NoteNZ$NZ$

Finance Income:

Interest received on bank account

8 74

Interest received from related parties

19

-

87

Other Interest received-

34

8 195

Performance Obligations and Revenue Recognition

Operating revenue - Geographical locations

Sales - Wine

products

Sales -

Cosmetic

products

Sales - Other

products Total

NZ$NZ$NZ$NZ$

China

25,007 213,485 226 238,718

New Zealand

130,669 270,825 6,698 408,192

Operating Revenue

155,676 484,310 6,924 646,910

China

90,144 200,098 898 291,140

New Zealand

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

Operating Revenue

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

3.EXPENSES

20212020

NoteNZ$NZ$

Included in Cost of Sales Expenses

Cost of Goods Sold

721,242 978,240

Provision for Inventory Obsolescence

11

173,016

86,774

Included in Selling and Distribution Expenses

Advertising

986 11,704

Business Events 53,111 217,172

Freight and Courier2,746 4,922

Salaries and Sales Commission 97,656 150,706

Operating revenue is attributed to the following geographical locations on the basis of the country the customer

is trading in.

31 March 2021

31 March 2020

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.

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

charging:

AFC Group Holdings Limited Annual Report 2021

Page 26

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

3.EXPENSES (continued)

20212020

NoteNZ$NZ$

Included in Administration Expenses

Accounting and Consulting

15,300 28,030

Amortisation of Intangible Assets

15

150 150

Depreciation for property, plant and equipment

12

73,699 92,620

Depreciation for right-of-use assets

13

166,243 154,218

Directors Fees

61,005 58,070

Entertainment

12,898 28,369

Impairment of property, plant and equipment

12

161,333 -

Insurance

29,507 33,600

Kiwisaver Contributions

5,841 7,209

Legal Fees

461 2,300

Management Fees

19

30,000 30,000

Salaries623,789 620,823

NZX costs

10,900 12,600

Travel 743 53,379

Auditors' remuneration

Audit of financial statements58,647 51,230

Wine Standards Management Plan audit

- 1,856

Total fees paid to auditors

58,647 53,086

20212020

NoteNZ$NZ$

Finance costs:

Interest paid on borrowings from related parties

19

25,475 1,825

13

43,745 47,298

Other interest paid117 -

69,337 49,123

4. INCOME TAX EXPENSE

4.1. Components of Income tax expense

20212020

NZ$NZ$

- -

- -

Income tax expense

- -

Deferred tax movements

Current year income tax charge

The auditors of the financial statements for 2021 were William Buck Audit (NZ) Limited (2020: William Buck

Audit (NZ) Limited).

Lease interest

The auditors of the Wine Standard Management Plan for 2021 were Quality Auditing Specialists Limited (2020:

Quality Auditing Specialists Limited).

AFC Group Holdings Limited Annual Report 2021

Page 27

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

4. INCOME TAX EXPENSE (continued)

20212020

Reconciliation of effective tax rate

NZ$NZ$

Profit / (loss) before income tax

(1,271,851)(1,170,553)

(356,118)(327,755)

Expected income expense / (benefit)

(356,118)(327,755)

Adjustments

Non deductible expenses

64,464 5,265

Non taxable income

(62,581)(1,515)

Deferred tax adjustments

(19,344)-

Losses not recognised and carried forward

373,579 326,439

Income tax expense

- -

4.2 Deferred tax assets and liabilities

20212020

NZ$NZ$

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

Unused tax losses

1,155,617 884,681

Provisions and accruals

122,655 73,969

Property, plant and equipment

45,301 160

Right of use assets and lease liabilities

8,816 -

Tax benefits not recognised

(1,332,389)(958,810)

Deferred tax assets as at 31 March

- -

Movements

Balance as at

31 March

NZ$

NZ$

Unused tax losses

326,439

884,681

Provisions and accruals

(2,394)

73,969

Property, plant and equipment

(40)

160

Right of use assets and lease liabilities

-

-

Deferred tax not recognised

(324,005)

(958,810)

- -

Unused tax losses

270,936

1,155,617

Provisions and accruals

48,686

122,655

Property, plant and equipment

45,141

45,301

Right of use assets and lease liabilities

8,816

8,816

Deferred tax not recognised

(373,579)

(1,332,389)

- -

31 March 2021

884,681

73,969

160

-

(958,810)

-

The tax rate used for the reconciliation above is the corporate tax rate of 28% (2020: 28%) payable by New

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

-

1 April

Income tax expense/(benefit) calculated at 28%

Deferred tax movements relating to origination and reversal of

temporary differences including adjustments to deferred tax

- (2,434)

31 March 2020

Opening Balance

NZ$

558,242

76,363

200

-

(634,805)

AFC Group Holdings Limited Annual Report 2021

Page 28

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

4. INCOME TAX EXPENSE (continued)

4.2 Deferred tax assets and liabilities (continued)

5.

EARNINGS PER SHARE

20212020

NZ$NZ$

Basic earnings per share

Profit/ (Loss) after taxation attributable to equity holders of the parent(632,463)(615,550)

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

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

6.AUTHORISED AND ISSUED SHARE CAPITAL

6.1Ordinary shares

Shares

IssuedGroup

No.NZ$

Balance at 1 April 2019

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

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

Ordinary shares on issue at 31 March 2020 excluding

treasury shares

31 March 2020

Weighted average number of ordinary shares on issue

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

share are as follows:

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 Group has not recognised the deferred tax asset of $1,332,389 on its Statement of Financial Position as at

reporting date as the Group has determined that the utilisation of deferred tax assets is not probable. In

deciding whether to recognise the deferred tax assets, the Group also considers 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.

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).

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 not be sufficient

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

AFC Group Holdings Limited Annual Report 2021

Page 29

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

6.AUTHORISED AND ISSUED SHARE CAPITAL (continued)

6.1Ordinary shares

Shares

IssuedGroup

No.NZ$

Balance at 1 April 2020

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

Movement for 2021 financial year

Ordinary shares authorised and issued

- -

Ordinary shares on issue at 31 March 2021

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

AFC Longview Limited

Both entities are incorporated and domiciled in New Zealand.

31 March 2021

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).

Ordinary shares on issue at 31 March 2021 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 warrants were issued during the 2021 year.

No dividends have been declared or paid for the year ended 31 March 2021 (2020: $nil).

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

$10,000 for each share. For the 2021 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 2021

Page 30

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

7

NON-CONTROLLING INTEREST (continued)

202020212020

NZ$NZ$NZ$

Summarised statement of financial position

Current assets969,147 362,428 486,775

Current liabilities1,373,931 1,573,829 1,412,769

Current net assets/(liabilities)(404,784)(1,211,401)(925,994)

Non-current assets416,837 1,414,173 1,440,788

Non-current liabilities161,132 15,400 -

Non-current net assets255,705 1,398,773 1,440,788

Net assets(149,079)187,372 514,794

(73,049)91,812 252,249

Summarised statement of comprehensive income

Revenue1,088,376 155,694 132,043

Loss for the year(652,658)(327,422)(480,002)

Other comprehensive income- - -

Total comprehensive loss

(652,658)

(327,422)(480,002)

(319,802)(160,437)(235,201)

Summarised cash flows

Cash flows from operating activities(136,258)(212,581)(252,730)

Cash flows from investing activities(89)1,745 (1,167)

Cash flows from financing activities194,103 188,177 245,484

57,756 (22,659)(8,413)

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.

(262,996)

-

193,781

Net increase/(decrease) in cash

and cash equivalents(69,215)

(977,452)

-

(977,452)

Loss allocated to non-controlling

interest

AFC Longview Limited

2021

NZ$

357,150

1,641,017

(1,283,867)

176,337

(1,126,530)

Net Assets attributed to non-

controlling interest

(552,000)

157,337

484,385

19,000

(478,951)

AFC Biotechnology Manufacture Co

Limited

AFC Group Holdings Limited Annual Report 2021

Page 31

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

7

NON-CONTROLLING INTEREST (continued)

AFC Longview Limited (160,437)(166,985)

AFC Biotechnology Manufacture Co Limited (478,951)(498,501)

(639,388)(665,486)

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

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

(555,003)(577,657)

20212020

NZ$NZ$

AFC Longview Limited

Opening Balance 1 April 2020/1 April 2019

252,249 487,450

Loss and total comprehensive loss attributed to non-controlling interest

(160,437)(235,201)

91,812 252,249

AFC Biotechnology Manufacture Co Limited

Opening Balance 1 April 2020/1 April 2019

(50,568)269,234

Loss and total comprehensive loss attributed to non-controlling interest

(478,951)(319,802)

(529,519)(50,568)

Total effect of non-controlling interest

(437,707)201,681

8.CASH AND CASH EQUIVALENTS

20212020

NZ$NZ$

Cash at bank and on hand3,375 197,905

Total cash and cash equivalents

3,375 197,905

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:

Total comprehensive loss

for the year

Loss allocated

to non-

controlling

interest

Loss allocated

to the equity

holders of the

parent

31 March 2021

(327,422)

(977,452)

(1,304,874)

31 March 2020

(480,002)

(652,658)

(1,132,660)

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

Manufacture Co Limited is summarised as follows:

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.

AFC Group Holdings Limited Annual Report 2021

Page 32

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

9.TRADE, OTHER AND RELATED PARTY RECEIVABLES

20212020

Note

NZ$NZ$

Trade receivables - third parties53,949 173,625

Trade receivables - related parties

19

128,014 283,749

181,963 457,374

Allowance for impairment losses(182)(458)

Total trade and related party receivables

181,781 456,916

Analysis of trade and related party receivables

Current

- 166,605

Past due 0-30

30 94,422

Past due 31-90

137,500 19,129

Past due more than 90

44,433 177,218

181,963 457,374

20212020

NZ$NZ$

Movement in the allowance for impairment losses

Opening Balance 1 April

458 60,462

Reversal of prior year provision

(458)(60,462)

182 458

182 458

Charge for the financial year

Closing Balance 31 March

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 expected losses in respect

of trade and related party receivables.


The group applies both a specific loss component and a collective loss component in determining the

allowance for impairment. The specific loss component considers and relates to individually significant

exposures and the collective loss component is based on expected losses that are established for groups of

similar assets. The collective loss allowance is determined based on historical data of payment statistics for

similar financial assets. The Group also considers other forward looking economic factors in determining the

impairment of trade, other and related party receivables.

AFC Group Holdings Limited Annual Report 2021

Page 33

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

10.PREPAYMENTS AND OTHER CURRENT ASSETS

20212020

NZ$NZ$

Advances to suppliers

10,340 6,397

Prepayment of expenses

44,268 59,863

Taxation receivable

181 74

GST receivable

22,049 10,229

76,838 76,563

11.INVENTORIES

20212020

NZ$NZ$

Work in progress

131,934 125,501

Finished goods

695,749 921,973

Provision for inventory

(335,809)(162,793)

Total Inventories

491,874 884,681

20212020

NZ$NZ$

Provision for closing stock

(162,793)(76,019)

- 46,427

(173,016)(133,201)

(335,809)(162,793)

Opening provision for inventory

Reversal of opening provision for inventory

Charged to profit and loss

Closing provision for closing stock

Inventory of $335,809 has been expensed and written down to net realisable value/lower of cost (31 March

2020: $162,793).

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.

The fair value of agricultural produce as at the point of harvest was $16,560 (2020: $25,210).

A fair value loss of $234,588 (2020: $204,898) was recorded during the year within cost of sales.

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

Group's specification.

AFC Group Holdings Limited Annual Report 2021

Page 34

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

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 2020

Cost

Cost as at 1 April 2019

320,000 905,199 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)

Impairment - - - - - - - - -

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)

Disposal- - - 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

Year ended 31 March 2021

Cost

Cost as at 1 April 2020

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

2,124,958

Additions - - - - - - - - -

Disposal- - - - (26,484) (1,999)- - (28,483)

Impairment - - - (116,082)- - (45,251)- (161,333)

Written off- - - - (791)- - - (791)

Cost as at 31 March 2021320,000 905,199 50,000 322,108 71,469 28,755 156,820 80,000 1,934,351

Accumulated Depreciation

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

- (2,805)- (39,618) (6,635) (2,502) (17,746) (4,393)(73,699)

- - - - 21,458 1,208 - -

22,666

- - - - - - - - -

- (10,818)- (224,394) (55,589) (26,253) (103,416) (25,826)(446,296)

Carrying Amount

Cost

320,000 905,199 50,000 322,108 71,469 28,755 156,820 80,000

1,934,351

- (10,818)- (224,394) (55,589) (26,253) (103,416) (25,826)(446,296)

320,000 894,381 50,000 97,714 15,880 2,502 53,404 54,174 1,488,055

Bearer plants consist of grape vines on our vineyards here in New Zealand. As at 31 March 2021, the Group had grape vines planted on 4.22

productive hectares of land (2020: 4.22 hectares).

Accumulated Depreciation

at 1 April 2019

Accumulated

Depreciation at 31 March

2020

Accumulated Depreciation

Carrying Amount 31

March 2020

Depreciation charge for the

year

Accumulated Depreciation

Carrying Amount 31

March 2021

Accumulated Depreciation

at 1 April 2020

Depreciation charge for the

year

Accumulated

Depreciation at 31 March

2021

Written off

Disposal

Written off

AFC Group Holdings Limited Annual Report 2021

Page 35

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

13.RIGHT-OF-USE ASSETS

13.1Right-of-use assets

Year ended 31 March 2020

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

Year ended 31 March 2021

BuildingsForkliftTotal

At 1 April 2020

644,192 12,874 657,066

Depreciation

(161,415)(4,828)(166,243)

Increase in rent modification

3,640 - 3,640

At 31 March 2021

486,417 8,046 494,463

13.2Lease liabilities

Year ended 31 March 2020

BuildingsForkliftTotal

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

Year ended 31 March 2021

BuildingsForkliftTotal

At 1 April 2020

661,236 13,163 674,399

Lease interest

42,306 1,439 43,745

Lease payments

(190,005)(5,832)(195,837)

Increase in rent modification

3,641 3,641

At 31 March 2021

517,178 8,770 525,948

Lease liabilities

Current lease liabilities

159,723 5,045 164,768

Non-current lease liabilities

357,455 3,725 361,180

Total lease liabilities

517,178 8,770 525,948

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

property leases.

AFC Group Holdings Limited Annual Report 2021

Page 36

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

13.RIGHT-OF-USE ASSETS (continued)

Short-term leases and leases for low value assets

20212020

NZ$NZ$

Lease of eftpos equipment1,254 1,149

14. BIOLOGICAL ASSETS


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

20212020

Carrying value of biological assets

NZ$NZ$

- -

Movements in Period

Additions at fair value

16,560 25,210

Transfer of harvested fresh fruit bunches to inventory

(16,560)(25,210)

- -

Lease payments for short-term leases and leases for low value assets expensed to profit or loss on a straight

line basis are as follows:

The group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term

leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are

expensed to profit or loss as incurred on a straight line basis. The group's short-term leases and leases of

low value assets include small office equipment such as eftpos equipment.

Balance as at 31 March

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

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 2021, the Group harvested grapes equal to 5,210 litres of wine (2020: 8,110

litres). Of this amount the Company purchased 3,150 litres (2020: 8,566 litres) from independent third party

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

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

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

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

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

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

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

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

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

AFC Group Holdings Limited Annual Report 2021

Page 37

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

15.INTANGIBLE ASSETS

TrademarksTotal

NZ$NZ$

Year ended 31 March 2020

Cost

Cost as at 1 April 2019

1,500

1,500

Additions- -

Cost as at 31 March 20201,500 1,500

Accumulated Amortisation

(342)(342)

(150)(150)

(492)(492)

Carrying Amount

Cost

1,500

1,500

(492)(492)

1,008 1,008

Year ended 31 March 2021

Cost

Cost as at 1 April 2020

1,500

1,500

Additions- -

Cost as at 31 March 20211,500 1,500

Accumulated Amortisation

(492)(492)

(150)(150)

(642)(642)

Carrying Amount

Cost

1,500

1,500

(642)(642)

858 858

Carrying Amount 31 March

2020

The amortisation charge of $150 (2020: $150) is recognised under administration expenses in the Statement

of Comprehensive Income.

Accumulated amortisation at 1

April 2020

Accumulated amortisation

Accumulated amortisation at 1

April 2019

Accumulated amortisation

as at 31 March 2020

Amortisation for the year

Accumulated amortisation

as at 31 March 2021

Amortisation for the year

Accumulated amortisation

Carrying Amount 31 March

2021

AFC Group Holdings Limited Annual Report 2021

Page 38

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

16.TRADE, OTHER AND RELATED PARTY PAYABLES

20212020

NoteNZ$NZ$

Trade creditors

100,165 63,647

Accruals

121,123 115,908

Related party payables

19

639,323 432,926

Other payables

5,970 153,788

866,581 766,269

17.BORROWINGS

20212020

$$

Small business cashflow loan

53,400 -

53,400 -

Non-current

Between one and five years

53,400 -

53,400 -

18.

NET CASH OUTFLOW FROM OPERATING ACTIVITIES

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

The related party advances with NZ Silveray Group Limited, Hao Long and E Way Holdings Group Limited are

interest bearing advances with interest being charged at 10.08% per annum for outstanding amounts. The

advance with Anhui Asin International Trade Co. Limited is non-interest bearing.

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.

The carrying amount of the borrowings is considered to be a reasonable approximation of the fair value.

Borrowings are initially recognised at fair value plus transaction costs incurred. Borrowings are subsequently

measured at amortised cost. Any difference between the proceeds (plus transaction costs) and the redemption

amount is recognised in the income statement over the period of the borrowings using the effective interest

method. Borrowings are classified as non-current liabilities as the Group has an unconditional right to defer

settlement of the liability 12 months after the balance sheet date.

The Small Business Cash flow (Loan) Scheme (SBCS) has been introduced to support businesses impacted

by Covid-19. The Group have Company has received one-off loans totalling $53,400 on 8 September 2020

with the final repayment date being 8 September 2025. The loan will be subject to an annual interest rate of

3% from the date the loan is made available. Interest will not be charged if the loan is fully repaid within 2

years.

AFC Group Holdings Limited Annual Report 2021

Page 39

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

18.

NET CASH OUTFLOW FROM OPERATING ACTIVITIES (continued)

20212020

NZ$NZ$

Loss before taxation(1,271,851)(1,170,553)

Adjustment for non cash items

Amortisation and impairment of intangible assets15 150 150

Bad debts written off- 115

Depreciation of property, plant and equipment12 73,699 92,620

Depreciation of right-of-use assets13 166,243 154,218

Impairment of property, plant and equipment12 161,333 -

Fair value adjustment on agricultural produce234,588 204,898

(6,928)36,083

Loss/(gain) on disposal of property, plant and equipment4,077 325

Property, plant and equipment written off791 7,978

Provision for closing stock 173,016 86,774

Adjustment for movements in working capital items

Trade and other receivables119,400 (71,387)

Inventories(14,797)31,064

Prepayments and other current assets(275)62,785

Related party receivable155,735 584,232

Trade and other payables(106,085)54,018

Related party payables82,544 (223,159)

Net cash outflow from operating activities(228,360)(149,839)

19.RELATED PARTIES

Related Parties:

Anhui Asin International Trade Co. Ltd

Australasian International Group Limited

Foreign exchange differences

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.

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

Anthony Edwin Falkenstein & Ian Donald Malcolm

Bo Xian CaoDirector of company and subsidiary

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

Shareholder of company

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

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

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

Fei Yao Shareholder of company

Guangdong Farmside International Trading Co.

Limited

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

Guangdong Sanjiang Industry Development Limited Company associated to company's major shareholder, Mr Yang Xia

AFC Group Holdings Limited Annual Report 2021

Page 40

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

19.RELATED PARTIES (continued)

Related Parties (continued):

Zhongsheng YaoShareholder of company

Zilei WangDirector of company

NZ Silveray Group Limited

Company associated with director, Mr Bo Xian Cao

Shareholder of company

Director of company

Shanshan LuShareholder of company

Oceania Traceability Technology Limited

Zhan Qin Xu Shareholder of company

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

Tingsong Zhang

Shareholder of company

Shareholder of company

Wei FangShareholder of company

Wei LiShareholder of subsidiary

Wenming TanShareholder of company

Yang XiaDirector of company and subsidiary

Yinrui ShenShareholder of company

Yong ZhuShareholder of company

NZ Guangdong Business Development Corporation

Limited

Company associated with director, Mr Bo Xian Cao

Company's major shareholder

Prakash Pandey

Qiang Li

Shareholder of company

Shuang XiaDirector of subsidiary, director of NZ Silveray Group Limited

Shuopeng Wang

Snowdon Peak Investments Limited

New Zealand Guangdong General Association of

Commerce Inc

Company associated with director, Mr Bo Xian Cao

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

Shareholder of company

Hao Long

Hefei Ge Lun Bu E-commerce Co., LtdCompany associated to company's major shareholder, Mr Yang Xia

Howard & Co Consulting and Advisory Services

Limited

Company associated with director, Mr Hao Long

New Zealand Fantasy Angel Biotechnology Limited

May Sun Trading Limited

Director of company and subsidiary, senior employee of AFC,

shareholder of company

Shareholder of company

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

Company associated with director, Mr Bo Xian Cao

Lin FangShareholder of company

Company associated with shareholder of company, Lin Fang

Mingbao Zhang

New Zealand Asia-Pacific Cultural Exchange Centre

Limited

Tongqu Trading Group Limited

Huai Ji ZhouShareholder of company

KWXS Trading LimitedCompany associated with director of subsidiary, Shuang Xia

Lei Chen

Guangdong Silver Fern Network Technology Co.

Limited

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

Guangdong Yinrui Investment & Management

Company

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

Company associated with director, Mr Zilei Wang

AFC Group Holdings Limited Annual Report 2021

Page 41

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

19.RELATED PARTIES (continued)

Related party balances

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

31 March31 March

20212020

$$

Related Party Receivables

125,914 283,749

Sale of products 2,100 -

128,014 283,749

31 March31 March

20212020

$$

Related Party Payables

Anhui Asin International Trade Co. Ltd

49,790

-

Anhui Asin International Trade Co. Ltd

33,362 -

Australasian International Group Limited

99,429 145,159

E Way Holdings Group LimitedManagement Fees4,025

E Way Holdings Group Limited

25,112 -

26,313 -

Hao Long25,381 -

6,038 -

NZ Silveray Group Limited38,372 -

NZ Silveray Group Limited326,806 286,808

Tongqu Trading Group Limited4,696 959

639,323 432,926

Nature of Transactions

The related parties receivables are non interest bearing, unsecured and repayable on demand. There is no collateral

or guarantees for related parties receivables. 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.

Advance

Advance

Advance

Hefei Ge Lun Bu E-commerce Co., Ltd

Nature of Transactions

Guangdong Farmside International Trading Co.

Limited

Sale of products

New Zealand National Trade LimitedDirector fee

Management fees

Purchases of goods

Guangdong Farmside International Trading Co.

Limited

Purchaseofgoodsand

services

Purchases of goods

The related parties payables are unsecured and repayable on demand. There is no collateral or guarantees for

related parties payables. Related parties payables for purchases of goods, directors fees and management fees are

non -interest bearing.

The related party advances with NZ Silveray Group Limited, Hao Long and E Way Holdings Group Limited are

interest bearing advances with interest being charged at 10.08% per annum for outstanding amounts. The advance

with Anhui Asin International Trade Co. Limited is non-interest bearing.

Australasian International Group Limited and NZ Silveray Goup Limited have agreed that they will not be calling

upon the group for the repayment of the above payables balances as at 31 March 2021 for a period of at least 12

months from the date of signing the 31 March 2021 financial statements, or to such a point in time as the group has

the liquidity to settle these liabilities.

Advances

Director fee

AFC Group Holdings Limited Annual Report 2021

Page 42

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

19.RELATED PARTIES (continued)

Year ended Year ended

31 March

2021

31 March

2020

Related party transactions

$$

Sales of products or services provided to the following:

Australasian International Group Limited (sales of products)

- 653

E Way Holdings Group Limited

2,940 5,243

E Way Trading Limited

- 18,900

Federation of New Zealand Shenzhen Societies Inc.

122 -

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

234,836 283,749

Hefei Ge Lun Bu E-commerce Co., Ltd

2,100 -

- 87

New Zealand Fantasy Angel Biotechnology Limited

142 10,058

New Zealand Guangdong General Association of Commerce Inc.

783 -

240,922 318,690

Expenses repaid/recharged on behalf of the Group:

Anhui Asin International Trade Co. Ltd49,285 -

Guangdong Farmside International Trading Co. Limited

29,458 1,779

Guangdong Yinrui Investment & Management Company Limited

- 25,124

Other related parties

- 6,509

78,743 33,412

57,474 -

- 304,344

7,105 13,070

- 954

30,000 30,000

- 2,043

10,500 -

36,400 32,000

Tongqu Trading Group Limited7,000 -

148,479 382,411

Interest received or debited on related party balances:

- 87

- 87

Interest paid or credited on related party balances:

E Way Holdings Group Limited

112 -

Hao Long

381 -

NZ Silveray Group Limited - on advances

24,982 1,825

25,475 1,825

Other transactions:

- 1,000

-

1,000

Howard & Co Consulting and Advisory Services Limited

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

E Way Holdings Group Limited

Anhui Asin International Trade Co. Ltd

New Zealand National Trade Limited

NZ Silveray Group Limited

Guangdong Farmside International Trading Co. Limited

New Zealand Guangdong General Association of Commerce Inc. - donation for

annual event

New Zealand Asia-Pacific Cultural Exchange Centre Limited

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

Australasian International Group Limited (purchase of goods)

Purchases from the following for services or products provided:

AFC Group Holdings Limited Annual Report 2021

Page 43

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

19.RELATED PARTIES (continued)

Key Management Personnel

MarchMarch

20212020

$$

Salaries and other short-term benefits

230,891 202,317

Directors' fees

35,052 58,070

265,943

260,387

20.COMMITMENTS

The Group has no capital commitments as at 31 March 2021 (2020: $nil).

21.FINANCIAL INSTRUMENTS

Financial

assets at

amortised

cost

Financial

liabilities at

amortised

cost

Total

NZ$NZ$NZ$

Financial Assets:

Cash and cash equivalents3,375 - 3,375

Trade and related party receivables181,781 - 181,781

Total financial assets185,156 - 185,156

Financial liabilities:

Trade and other payables

-

856,838 856,838

Borrowings

-

53,400 53,400

Lease liabilities

-

525,948 525,948

Total financial liabilities- 1,436,186 1,436,186

Financial Assets:

Cash and cash equivalents197,905 - 197,905

Trade and related party receivables456,916 - 456,916

Total financial assets654,821 - 654,821

Financial liabilities:

Trade and other payables- 750,505 750,505

Lease liabilities- 674,399 674,399

Total financial liabilities- 1,424,904 1,424,904

31 March 2020

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:

31 March 2021

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

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

Remuneration paid to key management personnel is as follows:

AFC Group Holdings Limited Annual Report 2021

Page 44

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

21.FINANCIAL INSTRUMENTS (continued)

Capital management

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:

20212020

NZ$NZ$

China

128,014 283,956

53,767 172,960

Total trade and related party receivables181,781 456,916

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

issued capital and retained earnings. The Group's capital includes shares net of accumulated losses with total

shareholders' funds equal to $1,291,315 (2020: $2,563,166). The related party advances of $410,661 (2020:

$286,808) included in the Group's capital structure are disclosed in note 19. As there is no collateral over the

related party advances, 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 provides 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.

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.

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

which constituted approximately 69% of its total trade receivables as at the end of the reporting period. (2020:

62% of the total trade receivables and related party receivables related to one of the Groups' related party

customers).

New Zealand

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

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.

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.

AFC Group Holdings Limited Annual Report 2021

Page 45

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

21.FINANCIAL INSTRUMENTS (continued)

Credit risk (continued)

Ageing analysis

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

20212020

NZ$NZ$

Not past due

- 166,147

Past due 0-30

30 94,422

Past due 31-90

137,318 19,129

Past due more than 90

44,433 177,218

Total trade and related party receivables

181,781 456,916

20212020

NZ$NZ$

Impairment losses on trade, other and related party receivables182 458

182 458

Expected credit loss assessment as at 1 April 2020 and 31 March 2021

Interest rate risk

Liquidity risk

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

receivables. They are substantial companies with good track records. 70% (2020: 98%) of the receivables that

are past due relate to amounts owing by two (2) 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.

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 exposure to interest rate risk is minimal as the interest

‑bearing financial instruments carry fixed

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

The Group has recognised impairment losses on trade, other and related party receivables of $182 (2020:

$458) 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 2019 and 2020 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.

AFC Group Holdings Limited Annual Report 2021

Page 46

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

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 $

211,490 974 - 5,051 217,514

Related party payables

639,323 - - - 639,323

Borrowings

- 53,400 - - 53,400

Lease liabilities

80,796 83,971 175,498 185,683 525,948

931,609 138,345 175,498 190,734 1,436,186

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

Interest rate risk profile

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

20212020

NZ$NZ$

Fixed interest instruments

Financial assets

- 197,905

Financial Liabilities

(956,647)(956,224)

Total

(956,647)(758,319)

Fair value of financial assets and liabilities

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):

Trade creditors and other

payables

The Financial assets and liabilities are fixed for various terms.

2021

Financial Liabilities

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

AFC Group Holdings Limited Annual Report 2021

Page 47

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

22. INVESTMENT IN SUBSIDIARIES

Name of subsidiaryPrincipal activity

20212020

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.

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.

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

Manufacture Co Limited.

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 Longview Limited

AFC International Trading Group Limited

Source and distribute

goods to China

AFC Biotechnology Manufacture Co Limited Manufacturing

AFC Group Holdings Limited Annual Report 2021

Page 48

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

23. SEGMENT REPORTING (continued)

Corporate

Year ended 31 March 2021

Vineyard

and winery Corporate Manufacturing

Eliminations

and

adjustments

Year ended 31

March 2021

NZ$NZ$NZ$NZ$NZ$

Operating Income

Operating Revenue

155,694 6,924 484,385 (93)646,910

Other Revenue

110,771 652,013 100,036

(555,676)307,144

Interest Income

208,521 9

(208,522)8

Total Revenue266,465 867,458 584,430 (764,291)954,062

Cost of sales295,044 5,785 628,480 (35,051)894,258

Operating Expenses

Interest111,415

62,390 104,054

(208,522)69,337

- 150 - - 150

20,799 19,569 33,331 73,699

166,629 745,950 796,017 (520,127)1,188,469

298,843 828,059 933,402 (728,649)1,331,655

(327,422)33,614 (977,452)(591)(1,271,851)

Assets

Segment assets1,776,601 6,385,665 533,487 (5,958,509)2,737,244

Capital Expenditure- - - - -

Segment Liabilities1,589,229 1,421,192 1,660,017 (3,224,509)1,445,929

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

allocated to segments.

Segment profit/

(loss) before tax

Amortisation and

Impairment losses

Sales between the segments of the Group are made on in a similar manner to transactions with third parties.

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

Total operating

expenses

Other expenses

Depreciation

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 2021 financial year and have been included under this segment. AFC International Trading

Group Limited, which sources packaged food products, cosmetics and health products. National Dairy Group

Limited, which sources food products for distribution for China. National Dairy Group Limited was not trading

during the 2021 year.

AFC Group Holdings Limited Annual Report 2021

Page 49

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

23. SEGMENT REPORTING (continued)

Year ended 31 March 2020

Vineyard

and winery Corporate Manufacturing

Eliminations

and

adjustments

Year ended 31

March 2020

NZ$NZ$NZ$NZ$NZ$

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 Income4

157,264 98

(157,171)195

Total Revenue148,867 312,282 1,092,440 (227,733)1,325,856

Cost of sales280,855 13,637 800,275 (29,754)1,065,013

Operating Expenses

Interest85,486

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)

Assets

Segment assets1,927,563 6,243,697 1,385,984 (5,553,410)4,003,834

Capital Expenditure2,697 502 980 - 4,179

Segment Liabilities1,412,769 1,312,837 1,535,063 (2,820,001)1,440,668

20212020

NZ$NZ$

(1,271,851)(1,170,553)

- -

(1,271,851)(1,170,553)

2,737,244 4,003,834

- -

2,737,244 4,003,834

1,445,929 1,440,668

- -

1,445,929 1,440,668

Depreciation

Other expenses

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

and balances which are eliminated on consolidation.

Taxation benefit for the year

Profit / (loss) after taxation

Amortisation and

Impairment losses

Total assets for operating segments

Add: deferred tax asset

Position

Profit / (loss) before tax for operating segments

Total liabilities for operating segments

Total operating expenses

Segment profit/ (loss) before

tax

Adjustments

Position

AFC Group Holdings Limited Annual Report 2021

Page 50

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

23. SEGMENT REPORTING (continued)

Geographical segments

Vineyard

and winery Corporate Manufacturing

Eliminations

and

adjustments Total

NZ$NZ$NZ$NZ$NZ$

China

25,007 226 213,485 - 238,718

New Zealand

130,669 6,698 270,825 - 408,192

Operating Revenue

155,676 6,924 484,310 - 646,910

China

90,144 898 200,098 - 291,140

New Zealand

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

Operating Revenue

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

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

24. NET TANGIBLE ASSETS PER SHARE

20212020

NZ$NZ$

Total assets2,737,244 4,003,834

Less right-of-use assets494,463 657,066

Less intangible assets858 1,008

Tangible assets2,241,923 3,345,760

Less total liabilities1,445,929 1,440,668

Add lease liabilities525,948 674,399

Net tangible assets1,321,942 2,579,491

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

Net tangible assets / liabilities per share in NZ$0.0004 0.0007

31 March 2020

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

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

customer is trading in. Revenues from six related party customers of the Group's international marketing,

vineyard and manufacturing segments represented 37% (2020: 26%) of the Group's total operating revenue.

31 March 2021

AFC Group Holdings Limited Annual Report 2021

Page 51

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

25.CONTINGENT LIABILITIES

The Group has no contingent liabilities at 31 March 2021 (2020: Nil).

26.EVENTS AFTER THE REPORTING PERIOD

The spread of COVID-19 has severely impacted many local economies around the globe. In many countries,

businesses are being forced to cease or limit operations for long or indefinite periods of time. Measures taken

to contain the spread of the virus, including travel bans, quarantines, social distancing, and closures of non-

essential services have triggered significant disruptions to businesses worldwide, resulting in an economic

slowdown.

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.

In regards to the duration and impact of the COVID-19 pandemic, as well as the effectiveness of government

and reserve bank responses, it is still not possible to reliably estimate the duration and severity of these

consequences, as well as their impact on the financial position and results of the Company for future periods.

The company has not adopted the fair value accounting policy to remeasure property, plant and equipment for

the year ended 31 March 2021. However, the company is still looking into the adoption of fair value policy in

the 2022 fiscal year.

The company is actively looking for new customers and markets to increase revenue and profit. Lastly, 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 2021

Page 52


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 2021, 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 2021, 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 Financial Statements section of our

report. We are independent of the Company in accordance with Professional and Ethical

Standard 1 International Code of Ethics for Assurance Practitioners (including International

Independence Standards) (New Zealand) issued by the New Zealand Auditing and

Assurance Standards Board and the International Ethics Standards Board for

Accountants’ International Code of Ethics for Professional Accountants (including

International Independence Standards) (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 $1,271,851 during the year ended 31 March 2021. As of

that date, the Group’s current liabilities exceed its current assets by $277,481 and the

Group had positive net equity of $1,291,315. 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.



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 18% 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 all tangible property

— Critically assessing the Group’s impairment analysis and

operating forecast covering an extended period on the

Manufacturing segment

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

Manufacturing segment

— Reviewing trading activity subsequent to the Reporting Date for

both trading segments

— Reviewed third party expert valuation of Land and Buildings for

the Vineyard

— Ensure appropriate disclosure has been included in the

financial statements




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

Thereon


The directors are responsible for the 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


28 June 2021

AFC GROUP HOLDINGS LIMITED
SHAREHOLDER AND STATUTORY INFORMATION

RankHolding%

1

NZ SILVERAY GROUP LIMITED

1,508,808,517

41.18%

2

WEI FANG

451,043,376

12.31%

3

E WAY HOLDINGS GROUP LIMITED

198,750,000

5.42%

4

LEI CHEN

180,000,000

4.91%

5

YINRUI SHEN

180,000,000

4.91%

6

YONG ZHU

122,578,309

3.35%

7

SHANSHAN LU

120,000,000

3.27%

8

SHUOPENG WANG

100,000,000

2.73%

9

ZHONGSHENG YAO

100,000,000

2.73%

10

LIN FANG

98,750,000

2.69%

11

FEI YAO

80,000,000

2.18%

12

MINGBAO ZHANG

80,000,000

2.18%

13

TINGSONG ZHANG

47,505,000

1.30%

14

ZHAN QIN XU

30,000,000

0.82%

15

WENMING TAN

28,609,957

0.78%

16

PRAKASH PANDEY

28,513,333

0.78%

17

ANTHONY EDWIN FALKENSTEIN & IAN DONALD MALCOLM

22,347,222

0.61%

18

HAO LONG

20,000,000

0.55%

19

HUAI JI ZHOU

20,000,000

0.55%

20

WEIHUA LI

19,334,790

0.53%

Number of

shareholders

%

Number of

Shares

%

466.64%58,9180.00%

9714.00%332,9610.01%

10515.15%767,0450.02%

23634.05%5,559,8460.15%

426.06%2,833,9290.08%

679.67%12,478,3750.34%

10014.43% 3,642,222,12099.40%

693100.00% 3,664,253,194100.00%

67997.98% 3,661,046,50199.91%

Other142.02%3,206,6930.09%

693100.00% 3,664,253,194100.00%

5,000 - 9,999

10,000 - 49,999

New Zealand

Geographic Spread

500,000 – plus

100,000 – 499,999

50,000 - 99,999

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

Largest Shareholders (As at 07 May 2021)

Shareholder

2,000 - 4,999

1 - 1,999

Size of Holding

Spread of Shareholders (as at 07 May 2021)

AFC Group Holdings Limited Annual Report 2021

Page 56

AFC GROUP HOLDINGS LIMITED
SHAREHOLDER AND STATUTORY INFORMATION (continued)

Ordinary

Shares

Beneficially

Held

Ordinary

Shares

Beneficially

Held

% Held% Held

2021202020212020

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

AppointedResigned

06-Jun-16

-

13-Apr-15

-

17-Oct-1622-Mar-21

29-Mar-21

-

Independent directors

Qiang Li01-Apr-18

-

Zilei Wang16-May-18

-

198,750,000

Yang Xia-1,508,808,517

Bo Xian Cao-

Statement of Directors’ Security Holdings (as at 31 March 2021)

Shares

Jingwei Ma

Shares

Beneficially Owned

Held Solely

Beneficially Owned

Held by Associated

Persons

During the year the board of directors comprised:

Non-executive directors

Hao Long (Resigned)

Yang Xia (Chairman)

The total number of voting securities of the company on issue at 07 May 2021 was 3,664,253,194 paid ordinary

shares.

Directors

Bo Xian Cao

Executive directors

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 07 May 2021)

NZ Silveray Group Limited

AFC Group Holdings Limited Annual Report 2021

Page 57

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 2021:

Director's fees

Other

Remuneration

$14,000Nil

$3,552Nil

Nil$76,192

Qiang Li$10,500Nil

$7,000Nil

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

Jingwei Ma

AFC Group Holdings 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

Zilei Wang

Hao Long also received a salary of $76,192.01 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 2021.

Directors’ Remuneration and Other Benefits

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

31 March 2021:

Yang Xia (Chairman)

Bo Xian Cao

Hao Long (Resigned)

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

the year to 31 March 2021.

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 2021) (continued)

AFC Group Holdings Limited Annual Report 2021

Page 58

AFC GROUP HOLDINGS LIMITED
SHAREHOLDER AND STATUTORY INFORMATION (continued)

Yanling Hu (Deputy General Manager) received a salary of $100,000 during the year.

Employees Remuneration (Excluding Directors)

There were one employees who received remuneration in excess of $100,000 during the year.

Directors' Indemnity and Insurance

TheCompanyhasnotarrangedpoliciesofDirectors'Liabilityinsurancetoensurethatgenerally,directorswill

incur no monetary loss as a result of action taken against them as directors.

Directors’ Remuneration and Other Benefits (Continued)

AFC Group Holdings Limited Annual Report 2021

Page 59

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 2013

www.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 2021

Page 60

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

Other issuers discussed similar conditions around this time

Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.