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AFC Group Holdings Limited (AFC) Releases Interim Results

Half Year Results23 November 2022AFCFinancials

AFC GROUP HOLDINGS LIMITED
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2022

AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED REPORT CONTENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2022

Page

Financial Statements

Interim Consolidated Statement of Comprehensive Income 3

Interim Consolidated Statement of Financial Position 4

Interim Consolidated Statement of Changes in Equity 5

Interim Consolidated Statement of Cash Flows6

Notes to the Interim Consolidated Financial Statements 7 - 21

Corporate Information22


Interim Report September 2022

Page 2

AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2022

Unaudited Unaudited

6 Months6 Months

September 2022September 2021

$$

Operating Revenue671,308 111,431

Cost of Sales(113,447)(97,590)

Gross profit557,861 13,841

Other Income10,576 62,228

Expenses

Selling and Distribution Expenses(53,927)(26,793)

Administration Expenses(422,855)(460,981)

91,655 (411,705)

Finance Income

5 2

Finance Expense

(26,424)(39,417)

(26,419)(39,415)

Profit / (Loss) before income tax65,236 (451,120)

Income tax-

Net profit / (loss) for the period65,236 (451,120)

Other comprehensive income-

Total comprehensive income / (loss) for the period65,236 (451,120)

Equity holders of the parent

(14,701)(245,535)

Non-controlling interest

79,862 (205,585)

65,161 (451,120)

Profit / (loss) per share:

Basic and Diluted Earning per share in NZ$

(0.00000401)(0.00006701)

Operating profit / (loss)

Profit/(loss) and Total Comprehensive Income/(Loss)

Attributable to:

Theinterimfinancialstatementsaretobereadinconjunctionwiththenotestothefinancialstatementssetouton

pages 7 to 21.

Interim Report September 2022

Page 3

AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 SEPTEMBER 2022

At 30 SeptemberAt 31 March

20222022

Note

$$

SHAREHOLDERS EQUITY

Issued share capital628,679,503 28,679,503

Accumulated losses(27,375,401)(27,360,700)

1,304,102 1,318,803

Non-controlling Interest(686,051)(765,913)

Total shareholders funds 618,051 552,890

Represented by:

CURRENT ASSETS

Cash and cash equivalents71,648 14,451

Inventories8378,852 352,162

Trade, other and related party receivables913,146 8,943

Prepayments and other current assets97,434 49,005

Total current assets491,080 424,561

NON-CURRENT ASSETS

Property, plant and equipment

101,405,015 1,431,194

Right-of-use assets

11102,978 9,553

Intangible assets and goodwill

12633 708

Total non-current assets1,508,626 1,441,455

Total assets1,999,706 1,866,016

CURRENT LIABILITIES

Trade, other and related party payables 131,187,762 1,248,492

Lease liabilities1135,994 11,234

Total current liabilities1,223,756 1,259,726

NON-CURRENT LIABILITIES

Borrowings

1482,400 53,400

Lease liabilities1175,499 -

Total non-current liabilities157,899 53,400

Total liabilities1,381,655 1,313,126

Net assets 618,051 552,890

Total Equity attributable to shareholders

of the company

Theinterimfinancialstatementsaretobereadinconjunctionwiththenotestothefinancialstatementsset

out on pages 7 to 21.

Interim Report September 2022

Page 4

AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2022

Issued Share

Capital

Accumulated

Loss

Equity

Holders

Non-

Controlling

Interests

Total

$ $ $ $ $

Balance as at 1 April 2021

28,679,503 (26,950,481) 1,729,022 (437,707) 1,291,315

Comprehensive income

Net loss for the financial year- (410,219) (410,219) (328,206) (738,425)

Other comprehensive income- - - - -

Total comprehensive income

- (410,219) (410,219) (328,206) (738,425)

Balance as at 31 March 2022(audited)28,679,503 (27,360,700) 1,318,803 (765,913) 552,890

Comprehensive income

Net loss for the financial period- (14,701) (14,701) 79,862 65,161

Other comprehensive income- - - - -

Total comprehensive income/(loss)

- (14,701) (14,701) 79,862 65,161

Balance as at 30 September 2022 (unaudited)28,679,503 (27,375,401) 1,304,102 (686,051) 618,051

The interim financial statements are to be read in conjunction with the notes to the financial statements set out on pages 7 to 21.

Interim Report September 2022

Page 5

AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2022

Unaudited Unaudited

6 Months6 Months

September 2022 September 2021

Note

$$

Cash flows from operating activities

Cash was received from:

Receipts from customers 75,758 155,831

Receipts from related parties591,347 139,613

Interest received5 2

Other receipts30,371 62,228

Cash was applied to:

Payments to suppliers and employees(545,288)(389,765)

Payments to related parties(56,854)-

Interest paid(20,604)(22,059)

Leases interest(5,820)(17,358)

Net cash inflow/(outflow) from operating activities68,915 (71,508)

Cash flows from investing activities

Cash was received from:

Proceeds from disposal of property, plant and equipment-

-

Cash was applied to:

Purchase of property, plant and equipment10- (3,064)

Net cash outflow from investing activities- (3,064)

Cash flows from financing activities

Cash was received from:

Proceeds from borrowings29,000

-

Receipts from related parties-

162,421

Cash was applied to:

Payments for lease liabilities principal

(16,512)(80,795)

Payments to related parties(74,411)-

Net cash inflow/(outflow) from financing activities(61,923)81,626

6,992 7,054

Foreign currency translation adjustment

(19,795)(5,801)

Cash and cash equivalents at the beginning of the period

14,451 3,375

Cash and cash equivalents at the end of the period

71,648 4,628

Net increase/(decrease) in cash and cash equivalents

Theinterimfinancialstatementsaretobereadinconjunctionwiththenotestothefinancialstatementssetouton

pages 7 to 21.

Interim Report September 2022

Page 6

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2022

1.ACCOUNTING POLICIES

REPORTING ENTITY

1.1Statement of compliance

1.2 Basis of preparation

1.3 Significant accounting policies

AFC Group Holdings Limited (the“Company”)isa company incorporatedanddomiciledinNew Zealandandregistered

underthe Companies Act1993.The Companyis listedandits ordinary sharesarequotedonthe NZX mainboardequity

security market (NZX main market)andthe addressesofits registered officeandprincipal placeofbusinessaredisclosed

inthe Corporate Information sectionofthis report. The Companyis anFMC Reporting Entityunderthe Financial Markets

Conduct Act2013 andits financial statements comply with the Companies Act1993 andthe Financial Markets Conduct Act

2013.

The interim consolidated financial statementsofAFC Group Holdings Limited for the six month periodended 30September

2022comprise the Companyandits subsidiaries (together referredtoasthe "Group"). For the purposesofcomplying with

generally accepted accounting practicein New Zealand ("NZ GAAP"), the Groupis a for-profit entity. The principal activityof

the Companyandthe Groupis toproduce, manufactureandpurchase food, health,andcosmetic products for distributionin

New Zealandandthe Chinese markets. The Group also operatesinthe wineryandvineyard industry whichhas

manufacturing operations.

The interim consolidated financial statementsare prepared ona cost basis except for financial assets whicharecarriedat

amortised cost. The interim consolidated financial statements for the Grouparepresentedin New Zealand dollars($),which

isthe functional currencyofall entities within the Group. All financial informationhas beenroundedtothe nearest dollar

unless otherwise stated.

Thepreparation ofthe interim financial statements requires managementtomake judgements, estimatesandassumptions

that affect the reported amountsinthe interim financial statements. The estimatesandunderlying assumptionsarebased

onhistorical experienceandadjusted for current market conditionsandother factors, including expectationsoffuture events

thatareconsideredtobereasonableunderthe circumstances.If outcomes within the next financial periodaresignificantly

different from assumptions, this could result in adjustments to carrying amounts of the asset or liability affected.

AFC Group Holdings Limitedhasapplied the same accounting policiesandmethodsofcomputationinits interim

consolidated financial statements as were applied in the annual financial statements for the year ended 31 March 2022.

The interim financial statementsareinrespectofthe six months period 1 April2022to30September2022.The

comparative periodis inrespectofthe six months period 1 April2021to30September2021.The year-end balance date

will be 31 March 2023 and full financial statements will cover the 12 months period 1 April 2022 to 31 March 2023.

These unaudited consolidated condensed interim financial statements(‘interimfinancialstatements’)havebeen preparedin

accordance with New Zealand Generally Accepted Accounting Practiceandcomply with the requirementsofInternational

Accounting Standard (IAS)34Interim Financial Reportingandwith New Zealand EquivalenttoInternational Accounting

Standard (NZ IAS) 34 Interim Financial Reporting and the NZX Main Board Listing Rules.

The interim financial statementsdo notinclude all the notesofthe type normally includedinan annualfinancial report.

Accordingly, these interim financial statements shouldbereadinconjunction with the audited consolidated financial

statements for the periodended 31March2022 and anypublic announcements madebythe Group during the interim

reporting period and up to the date of these interim financial statements.

These consolidated financial statements have been prepared in accordance with NZ GAAP. These consolidated financial

statements

comply with New Zealand Equivalents to International Financial reporting Standards ("NZ IFRS") and other

applicable Financial Reporting Standards, as appropriate for profit oriented entities.

The condensed interim consolidated financial statements were approved and authorised for issue by the directors on

23 Nov

ember 2022. The directors are not able to amend the financial statements after issue.

Interim Report September 2022

Page 7

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2022

2.Revenue

September

2022

September

2021

NoteNZ$NZ$

Operating revenue

Sales - wine products659,432 63,832

Sales - cosmetic products10,737 46,183

Sales - other products1,139 1,416

Total operating revenue671,308 111,431

Other Income630 8,011

Rental Income9,946 7,280

Covid-19 wage subsidy- 46,937

Total Other Income10,576 62,228

Total Income681,884 173,659

3.Expense

September

2022

September

2021

NoteNZ$NZ$

Included in Selling and Distribution Expenses

Business Events

5,259 9,644

Freight and Courier

28,225 2,370

Salaries and Sales Commission

16,603 14,580

Other expense

3,841 199

Total Selling and Distribution Expenses

53,927 26,793

Included in Administration Expenses

Salaries

204,309 229,265

Audit Fees

24,737 31,510

Depreciation

26,031 90,376

Management fee

20,000 15,000

Loss on fixed asset disposal

14,729 -

Consulting & Accounting

18,240 11,400

Licences & Subscriptions

10,738 8,337

Insurance

10,372 10,741

Rent

9,840 12,639

Storage fee

9,500 -

Share Registry Costs

8,592 12,639

Other expenses

65,768 39,074

Total Administration Expenses

422,855 460,981

Finance costs:

Interest paid on borrowings from related parties20,459 21,840

Lease interest5,820 17,358

Other interest paid146 219

26,424 39,417

Profit / (Loss) before income tax has been

Interim Report September 2022

Page 8

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2022

4. INCOME TAX

5.EARNINGS PER SHARE

September

2022

September

2021

NZ$NZ$

Basic earnings per share

Profit/ (Loss) after taxation attributable to equity holders of the parent

(14,701) (245,535)

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

Basic and Diluted Earning per share in NZ$(0.00000401) (0.00006701)

6.AUTHORISED AND ISSUED SHARE CAPITAL

Balance as at 31 March 2021

Shares Issued

No.

$

Ordinary shares

Balance at 1 April 2021

Ordinary shares on issue3,664,253,194 28,679,577

Treasury shares

(37,082)(74)

Ordinary shares on issue at 1 April 2021 excluding treasury shares

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

Movement for 2022 financial year

Ordinary shares authorised and issued

- -

Ordinary shares on issue at 31 March 2022

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

Movement to 30 September 2022

Ordinary shares authorised and issued

- -

Ordinary shares on issue at 30 September 2022 excluding treasury shares

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

The Group calculates the period's income tax expense using 28% which is the tax rate that would be applicable to

the expected total annual earnings (September 2021: 28%).

The Group has an unused tax losses of $1,383,881 bought forward from 31 March 2022. 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 Group has not recognised a deferred tax asset on its Statement of Financial Position as at reporting date. In

deciding whether to recognise the deferred tax assets, the Group has determined if the utilisation of deferred assets

is probable and whether it is likely that sufficient and suitable taxable profits will be available in the future against

which the reversal of temporary differences can be deducted.

The Group has not issued any new shares during the period. 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. The Group has not declared or proposed to pay any dividends for the period ended 30 September 2022

(September 2021: Nil).

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 reporting date, the company held 37,082 treasury

shares which were acquired during 2016.

Weighted average number of ordinary shares on issue

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

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

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

Interim Report September 2022

Page 9

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2022

7.CASH AND CASH EQUIVALENTS

SeptemberMarch

20222022

$$

Cash at bank and on hand1,648 14,451

Total cash and cash equivalents

1,648 14,451

8.INVENTORIES

SeptemberMarch

20222022

$$

Work in progress186,060 123,509

Finished goods454,646 502,573

Provision for inventory

(261,853)(273,920)

Total Inventories

378,852 352,162

Provision of closing stock

Opening provision of closing stock

(273,920)(335,809)

Released/(Charged) to profit & loss

12,067 61,889

Closing provision for closing stock

(261,853)(273,920)

9.

TRADE, OTHER AND RELATED PARTY RECEIVABLES

SeptemberMarch

20222022

Note

$$

Trade receivables - third parties13,152 6,849

Trade receivables - related parties 15 - 2,100

13,152 8,949

Allowance for impairment losses(6)(6)

Total trade and related party receivables

13,146 8,943

Tradedebtorsarenon-interestbearingandreceiptisnormallyon30daysterms.Relatedpartyreceivablesarenon-

interest bearing and repayable on demand as disclosed in note 15.

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

floating rates on daily deposit balances. Cash and cash equivalents consist of bank accounts and credit cards.

Inventory of $261,853 has been written down to net realisable value/lower of cost (31 March 2022: $273,920).

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.

Interim Report September 2022

Page 10

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2022

9.

TRADE, OTHER AND RELATED PARTY RECEIVABLES(contiued)

SeptemberMarch

20222022

Movement in the allowance for impairment losses

$$

Opening Balance 1 April

(6)(182)

Reversal of prior year provision

- 182

- (6)

(6)(6)

Charge for the financial year

Closing Balance 30 September/31 March

TheGroupestablishesanallowanceforimpairmentthatrepresentsitsestimateofincurredlossesinrespectoftrade

andrelatedpartyreceivables.Themaincomponentofthisallowanceisaspecificlosscomponentthatrelatesto

individuallysignificantexposures,andacollectivelosscomponentestablishedforgroupsofsimilarassetsinrespect

oflossesthathavebeenincurredbutnotyetidentified.Thecollectivelossallowanceisdeterminedbasedon

historical data of payment statistics for similar financial assets.

Thedirectorsconsiderthatthereisnomaterialdifferencebetweenthecarryingvalueandfairvalueoftradedebtors

andrelatedpartyreceivables.TheGroup'smanagementconsidersthatallfinancialassetsthatarenotimpairedor

pastdueforeachofthereportingdatesunderreviewareofgoodcreditquality.Thedirectorsalsoconsiderthatthe

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

Interim Report September 2022

Page 11

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2022

10.

PROPERTY, PLANT AND EQUIPMENT

Land Buildings

Land

Improvements

Plant &

Equipment

Motor

Vehicles

Computer

Equipment

Fixture &

Fittings,

Office

Equipment

Bearer

Plants -

Grape Vines

Total

$$$$$$$$$

As at 31 March 2022

Cost

Cost as at 1 April 2021

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

1,934,351

Additions - - - - - 4,403 - - 4,403

Disposal- - - - - - (52,604)- (52,604)

Written off- - - - - - - - -

Cost as at 31 March 2022

320,000 905,199 50,000 322,108 71,469 33,158 104,215 80,000

1,886,149

Accumulated Depreciation

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

- (2,565)- (12,453)(1,888)(2,480)(10,222)(4,063)(33,671)

Disposal

- - - - - - 25,012 - -

- (13,383)- (236,847)(57,477)(28,733)(88,626)(29,889)(454,955)

Carrying Amount

Cost

320,000 905,199 50,000 322,108 71,469 33,158 104,215 80,000

1,886,149

- (13,383)- (236,847)(57,477)(28,733)(88,626)(29,889)(454,955)

320,000 891,816 50,000 85,261 13,992 4,425 15,589 50,111

1,431,194

As at 30 September 2022

Cost

Cost as at 1 April 2022

320,000 905,199 50,000 322,108 71,469 33,158 104,215 80,000

1,886,149

Additions - - - - -

Disposal- - - (10,640)- (13,999)(74,897)- (99,537)

Cost as at 30 September 2022

320,000 905,199 50,000 311,468 71,469 19,159 29,318 80,000

1,786,612

Accumulated Depreciation

- (13,383)- (236,847)(57,477)(28,733)(88,626)(29,889)

(454,955)

- (1,011)- (4,902)(778)(1,015)(1,865)(1,879)

(11,450)

disposal- - - 8,378 13,632 62,798 - 84,808

- (14,394)- (233,371)(58,255)(16,115)(27,694)(31,768)

(381,598)

Carrying Amount

Cost

320,000 905,199 50,000 311,468 71,469 19,159 29,318 80,000

1,786,612.47

- (14,394)- (233,371)(58,255)(16,115)(27,694)(31,768)(381,597.53)

320,000 890,805 50,000 78,097 13,214 3,043 1,624 48,232 1,405,015

Depreciationchargeforthe

period

Accumulated Depreciation at

30 September 2022

Accumulated Depreciation

Carrying Amount 30

September 2022

Accumulated Depreciation at 1

April 2021

Depreciation charge for the

year

Accumulated Depreciation at

31 March 2022

Accumulated Depreciation

Carrying Amount 31 March

2022

Accumulated Depreciation at 1

April 2022

Interim Report September 2022

Page 12

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2022

11.RIGHT-OF-USE ASSETS

11.1Right-of-use assetsBuildingsForkliftTotal

At 1 April 2021

486,417 8,046 494,463

Depreciation

(161,643)(4,828)(166,470)

Effect of modification to lease terms

(318,440)- (318,440)

At 31 March 2022

6,334 3,218 9,553

At 1 April 2022

6,334 3,218 9,553

Depreciation

(22,944)(402)(23,346)

Addition

119,587 - 119,587

disposal

- (2,816)(2,816)

At 30 September 2022

102,978 - 102,978

11.2Lease liabilitiesBuildingsForkliftTotal

At 1 April 2021

5171788770525948

Lease interest

3075478731541

Lease payments

(190,476)(5,833)(196,309)

Effect of modification to lease terms

(349,946)- (349,946)

At 31 March 2022

7509372411234

Lease liabilities

Current lease liabilities7509372411234

Non-current lease liabilities- - -

Total lease liabilities

7509372411234

At 1 April 2022

7,509 3,724 11,234

Lease interest

5,820 5,820

Lease payments

(21,424)(3,724)(25,148)

Increase in rent modification

119,587 - 119,587

At 30 September 2021

111,493 - 111,493

Lease liabilities

Current lease liabilities

35,994 - 35,994

Non-current lease liabilities

75,499 - 75,499

Total lease liabilities

111,493 - 111,493

TheGroupterminatedtwoleasedpropertiesandleasesonenewpropertyinNewZealand.Theperiodicrentisfixed

over the lease term.

31 March 2022

30 September 2022

31 March 2022

30 September 2022

Interim Report September 2022

Page 13

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2022

12.INTANGIBLE ASSETS

TrademarksTotal

Period ended 31 March 2022

$$

Cost

Cost as at 1 April 20211,500 1,500

Additions- -

Cost as at 31 March 20221,500 1,500

Accumulated Amortisation

Accumulated amortisation 1 April 2021

(642)(642)

Amortisation for the year

(150)(150)

Accumulated amortisation as at 31 March 2022

(792)(792)

Carrying Amount

Cost 1,500 1,500

Accumulated amortisation

(792)(792)

Carrying Amount 31 March 2022

708 708

Period ended 30 September 2022

Cost

Cost as at 1 April 20221,500 1,500

Additions - -

Cost as at 30 September 20221,500 1,500

Accumulated Amortisation

Accumulated amortisation 1 April 2022

(792)(792)

Amortisation for the period

(75)(75)

Accumulated amortisation as at 30 September 2021

(867)(867)

Carrying Amount

Cost 1,500 1,500

Accumulated amortisation

(867)(867)

Carrying Amount 30 September 2022633 633

13.TRADE, OTHER AND RELATED PARTY PAYABLES

SeptemberMarch

20222022

Note

$$

Trade payables

130,976 139,620

Accruals

94,011 125,534

Related party payables

15 886,260 968,153

Other payables

76,516 15,185

1,187,762 1,248,492

Amortisation and impairment charges of $75 are recognised under administration expenses in the Statement of

Comprehensive Income.

ThenormaltradecredittermsgrantedtotheGrouprangefrom30to90days.Thetradepayablesareunsecuredand

non-interest bearing. The carrying amount disclosed above is a reasonable approximation of fair value.

Relatedpartypayablesareunsecuredandrepayableondemand.Therelatedpartypayablesexceptforfundsin

advancearenon-interestbearing.Forfundsinadvance,interestischargedat10.08%perannumforoutstanding

amounts.

Interim Report September 2022

Page 14

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2021

14.BORROWINGS

SeptemberMarch

20222022

$$

Small business cashflow loan

82,400 53,400

82,400 53,400

Non-current

Between one and two years

82,400 53,400

82,400 53,400

15.RELATED PARTIES

Related Parties:

Hao Long

Hefei Ge Lun Bu E-commerce Co., Ltd

Howard & Co Consulting and Advisory Limited

Director of subsidiary, senior employee of AFC, shareholder of

company

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

Company associated with director of subsidiary, Mr Hao Long

Director of company and subsidiary

Company associated with director, Mr Bo Xian Cao

Company associated with director, Mr Bo Xian Cao

Company associated with director, Mr Bo Xian Cao

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

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

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

or where two entities are controlled or jointly controlled by a person(s) that has control or significant influence over

the reporting entity.

Anhui Asin International Trade Co. Ltd

Australasian International Group Limited

Bo Xian Cao

E Way Holdings Group Limited

E Way Trading Limited

Federation of New Zealand Shenzhen Societies

Inc.

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

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

Guangdong Farmside International Trading Co.

Limited

Guangdong Sanjiang Industry Development

Limited

Guangdong Silver Fern Network Technology Co.

Limited

Guangdong Yinrui Investment & Management

Company

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

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

Borrowingsareinitiallyrecognisedatfairvalueplustransactioncostsincurred.Borrowingsaresubsequently

measuredatamortisedcost.Anydifferencebetweentheproceeds(plustransactioncosts)andtheredemption

amountisrecognisedintheincomestatementovertheperiodoftheborrowingsusingtheeffectiveinterestmethod.

Borrowingsareclassifiedasnon-currentliabilitiesastheGrouphasanunconditionalrighttodefersettlementofthe

liability 12 months after the balance sheet date.

SmallbusinesscashflowloanestablishedandadministeredbytheCrowntoprovideloanstoassistsmallbusiness

impactedbytheCovid-19economicshocktosupportimmediatecashflowneedsandmeetfixedcosts.Theinterest

ratefortheloanis3%.TheGroupwillnotbechargedanyinterestontheloanifrepayalltheoutstandingloan

amountinfullbefore24monthsdate.TheloancontractwillbeterminatedwhentheGrouphaverepaidallamounts

owing to IRD.

Interim Report September 2022

Page 15

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2022

15.RELATED PARTIES (continued)

Related Parties:

Related party balances

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

SeptemberMarch

20222022

$$

- 2,100

- 2,100

55,912 50,036

34,640

34,640

Purchase of goods112,535 103,679

- 4,696

101,072

101,569

57,277 26,553

-

3,833

27

108,494

12,075

18,113

- 38,372

512,721 478,169

886,260 968,153

Super Life NZ Ltd

Tongqu Trading Group Limited

E Way Holdings Group Limited

Zilei Wang

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.

New Zealand Asia-Pacific Cultural Exchange

Centre Limited

New Zealand Fantasy Angel Biotechnology

Limited

New Zealand Guangdong General Association of

Commerce Inc

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

Director of company

Company associated with senior employee, Kelly Hu

Purchase of goods

Company associated with director, Mr Zilei Wang

Director of company and subsidiary

Nature of Transactions

Company associated with director, Mr Bo Xian Cao

Company associated with director, Mr Bo Xian Cao

Company associated with director, Mr Qiang Li

Company associated with director, Mr Bo Xian Cao

Company's major shareholder

NZ Guangdong Business Development

Corporation Limited

NZ Silveray Group Limited

Qiang Li

Foshan Shunde Amante Trading Co., Ltd

Related Party Receivables

Hefei Ge Lun Bu E-commerce Co., Ltd

Anhui Asin International Co. Ltd

Advance

Advance

New Zealand National Trade Limited

Australasian International Group Limited

Shuang Xia

Shuopeng Wang

Management fees

Purchase of goods

Director fee

Anhui Asin International Co. Ltd

Howard & Co Consulting and Advisory Limited

Hao Long

New Zealand National Trade Limited

NZ Silveray Group Limited

NZ Silveray Group Limited

Management fees

Yang Xia

E Way Holdings Group Limited

Guangdong Farmside International Trading Co.

Limited

Related Party Payables

Advances

Sale of products

Director fee

Purchase of goods

Director of company

Director of the company, director of NZ Silveray Group Limited

Shareholder of company

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

Interim Report September 2022

Page 16

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2022

15.RELATED PARTIES (continued)

SeptemberSeptember

20222021

Related party transactions$$

Sales of products or services provided to the following:

E Way Holdings Group Limited

- 3,099

Guangdong Farmside International Trading Co., Ltd

- 1,660

NZ Silveray Group Limited

588,800 -

Howard & Co Consulting and Advisory Limited

448 -

589,249 4,759

Guangdong Farmside International Trading Co., Ltd

25,000 -

E Way Holdings Group Limited

- 583

20,000 15,000

New Zealand National Trade Limited

4,375 5,250

Tongqu Trading Group Limited- 3,500

49,375 24,333

Interest paid or credited on related party balances:

E Way Holdings Group Limited

5,094 3,499

Hao Long

2,288 742

NZ Silveray Group Limited

13,077 17,598

20,460 21,840

Key Management Personnel

September

September

20222021

$$

Salaries and other short-term benefits

109,859

93,843

Directors' fees

4,375

9,042

114,234 102,884

16.COMMITMENTS AND CONTINGENCIES

The Group has no capital commitments at 30 September 2022 (31 March 2022: Nil)

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:

Purchases from the following for services or products provided:

Howard & Co Consulting and Advisory Limited

Interim Report September 2022

Page 17

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2022

17.FINANCIAL INSTRUMENTS

Financial

assets at

amortised

cost

Financial

liabilities at

amortised cost

Total

NZ$NZ$NZ$

Financial Assets:

Cash and cash equivalents1,648 - 1,648

Trade and related party receivables13,146 - 13,146

Total financial assets14,794 - 14,794

Financial liabilities:

Trade and other payables

-

1,187,762 1,187,762

Borrowings

-

82,400 82,400

Lease liabilities

-

111,493 111,493

Total financial liabilities- 1,381,655 1,381,655

Financial Assets:

Cash and cash equivalents14,451 - 14,451

Trade and related party receivables8,943 - 8,943

Total financial assets23,394 - 23,394

Financial liabilities:

Trade and other payables

-

1,243,705 1,243,705

Borrowings

-

53,400 53,400

Lease liabilities

-

11,234 11,234

Total financial liabilities- 1,308,339 1,308,339

18. INVESTMENT IN SUBSIDIARIES

Name of subsidiaryPrincipal activity

September

2022

March

2022

Vineyard and winery51%51%

Commodity trading100%100%

100%100%

51%51%

100%100%

100%100%

AFC International Trading Group Limited

National Dairy Group Limited

AFC Biotechnology Manufacture Co Limited

AFC GoGlobal Education Limited

AFC Education Investment Limited

All the subsidiaries are incorporated in New Zealand and have 31 March balance dates. They also apply uniform

accounting policies with the parent company.

Categories of financial assets and liabilities

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

liabilities:

The 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.

AFC Longview Limited

30 September 2022

Non-Trading

31 March 2022

Non-Trading

Non-Trading

Manufacturing

Ownership interest and voting

rights

Interim Report September 2022

Page 18

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2022

19.SEGMENT REPORTING

Vineyard and winery

Manufacturing

AFC Biotechnology Manufacture Co Limited which manufactures disposable face masks.

Corporate

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 four segments, namely international marketing and distribution, vineyard and winery, manufacturing

and corporate. These segments reflect the different type of industry sectors within which the Group operates. The

Company is considered to be in the corporate operating segment.

Information regarding the operations of each reportable operating segment is included below.

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

and blends of wine.

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 period 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 period.

No operating segments have been aggregated to form the above reportable operating segments. The Group's

taxation has not been allocated to segments and is included centrally. Financing has been allocated to segments.

Sales between the segments of the Group are carried out at an arm’s length basis in a similar manner to transactions

with third parties.

The following tables present revenue and profit information for the Group's operating segments for the six months

ended 30 September 2022 and 2021, respectively:

Interim Report September 2022

Page 19

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2022

19.SEGMENT REPORTING (continued)

Vineyard

and winery Corporate Manufacturing

Eliminations and

adjustments

Period ended 30

September

$$$$$

For the six months ended 30 September 2022

Operating Income

Revenue from external customers

660,571 - 10,737 - 671,308

Other Income

10,202 132,884 7,285

(120,000)30,371

Finance Income-

126,793 4

(126,792)5

Total Revenue670,773 259,677 18,026 (246,792)701,684

Cost of sales92,951 - 20,496 - 113,447

Operating Expenses

Interest46,949

30,489 75,778

(126,792)26,424

Amortisation and impairment losses- 75 - - 75

Depreciation

470 21,345 4,216 - 26,031

Other expenses134,506 305,590 150,450 (120,000)470,546

Total operating expenses

181,925 357,499 230,444 (246,792)523,076

395,897 (97,822)(232,914)- 65,161

For the six months ended 30 September 2021

Operating Income

Revenue from external customers

65,248 - 46,183 - 111,431

Inter-segment Revenue- - - - -

Other Income

25,626 278,211 7,421

(249,030)62,228

Finance Income-

126,997 1

(126,996)2

Total Revenue90,874 405,208 53,605 (376,026)173,661

Cost of sales16,232 44 87,735 (6,421)97,590

Operating Expenses

Amortisation and impairment losses

- 75 - - 75

Depreciation

8,924 5,592 13,997 - 28,513

Other expenses

120,950 393,658 187,187 (242,609)459,186

Total operating expenses

195,153 436,721 264,922 (369,605)527,191

Segment profit/(loss) before tax

(120,511)(31,557)(299,052)- (451,120)

Segment profit/(loss) before tax

Interim Report September 2022

Page 20

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2022

19.SEGMENT REPORTING (continued)

Vineyard

and winery Corporate Manufacturing

Eliminations and

adjustments Total

$$$$$

As at 30 September 2022

Segment assets1,702,103 6,212,751 111,588 (6,026,736)1,999,706

Capital Expenditure- - -

Segment Liabilities1,313,519 1,414,714 1,946,158 (3,292,736)1,381,655

As at 31 March 2022

Segment assets1,705,179 6,340,012 106,896 (6,286,071)1,866,016

Capital Expenditure- - - - -

Segment Liabilities1,712,494 1,444,150 1,708,552 (3,552,071)1,313,126

20.NET TANGIBLE ASSETS PER SHARE

SeptemberMarch

20222022

$$

Total assets1,999,706 1,866,016

Less right-of-use assets102,978 9,553

Less intangible assets633 708

Tangible assets1,896,095 1,855,755

Less total liabilities1,381,655 1,313,126

Add lease liabilities111,493 11,234

Net tangible assets625,933 553,863

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

Net tangible assets / liabilities per share in NZ$0.0002 0.0002

21.CONTINGENT LIABILITIES

The Group has no contingent liabilities at 30 September 2022 (31 March 2021 : Nil)

22.EVENTS AFTER THE REPORTING PERIOD

23.SEASONALITY OF INTERIM OPERATIONS

The net tangible assets and number of shares are as follows:

There are no significant events after the reporting period.

The vineyard and winery segment harvest it's grapes in the second half of the financial year, and processes the

grapes into bottles in the interim period. This does not affect the sales for the segment.

There are no other significant seasonality or cyclicality of business affecting the interim operations.

The following tables present assets and liabilities information for the Group's operating segments as at 30 September

2022 and 31 March 2022, respectively:

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

balances which are eliminated on consolidation.

Interim Report September 2022

Page 21

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 RoadLevel 15, Tower 2, 205 Queen Street

Private Bag 92-119Auckland CBD

Auckland 1142Auckland 1010

ACCOUNTANTS TELEPHONE

RSM New Zealand (Auckland)64-9-930-0245

PO Box 204276

Level 2, Building 5

62 Highbrook Drive, HighbrookWEBSITE

Auckland 2013www.afcnz.com

AUDITORS

William Buck Audit (NZ) Limited

P O Box 106 090

Level 4, 21 Queen Street

Auckland 1010

BANKERS

ANZ Bank New Zealand Limited

Interim Report September 2022

Page 22

---

Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)

Results for announcement to the market

Name of issuer AFC Group Holdings Limited

Reporting Period 6 months to 30 September 2022

Previous Reporting Period 6 months to 30 September 2021

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$671 602%

Total Revenue $671 602%

Net profit/(loss) from

continuing operations

$92 122%

Total net profit/(loss) $65 114%

Interim/Final Dividend

Amount per Quoted Equity

Security

It is not proposed to pay any dividends for the period ended 30

September 2022

Imputed amount per Quoted

Equity Security

Not Applicable

Record Date Not Applicable

Dividend Payment Date Not Applicable

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$0.00017082 $0.00023834

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

This results announcement should be read in conjunction with

the unaudited consolidated financial statements for the six

months ended 30 September 2022.

Authority for this announcement

Name of person


authorised

to make this announcement

Howard Long

Contact person for this

announcement

Contact phone number +64 9 9300 245

Contact email address Howard.long@afcnz.com

Date of release through MAP 23/11/2022

Unaudited financial statements for the six months ended 30 September 2022 accompany this

announcement.

Howard Long

---

AFC GROUP HOLDINGS LIMITED
(Listed on the NZAX: AFC)

Level 15, Tower 2, 205 Queen Street

Auckland CBD,1010

Ph: +64 (09) 930-0245



AFC Group Holdings Limited (AFC) Releases Interim Results


AFC Group Holdings Limited (AFC Group) reports its financial results for the six

months ended 30 September 2022. The interim financial statements for the period have

not been audited.


2022 Half-Year Summary


The net assets of AFC Group were NZ$618 thousand, with a 12% increase from the

annual position as at 31 March 2022. This is mainly due to positive net profit from the

revenue increase. Total revenue was NZ$671 thousand for the six months ended 30

September 2022, a growth of 602% compared to the previous corresponding period.

The mitigation of COVID-19 controls and the measures taken by management

improved operational efficiency. AFC Group achieved a net profit of NZ$65 thousand

for this period.


Outlook


In the first half of the financial year 2023, AFC continued its efforts in cost control and

development of markets and sales channels to get through the difficult situation, to

enable future revenue growth and return value to our shareholders:


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


1. AFCLV is stepping up its efforts to develop overseas markets by launching marketing

campaigns and increasing online sales channels in China. Total overseas sales in the

first half of the financial year tripled compared to last year.


2. AFCLV is developing new distributors in New Zealand. A new domestic sales

contract was signed in October 2022, which will significantly boost revenues.


3. Longview Estate will continue participating in wine exhibitions and awards to

increase brand recognition. One of our wine products, Malbec, obtained the highest 5-

star awards, and another, Merlot, got 4½ stars in the 2022 Winestate tasting.


4. Longview Estate has taken actions to cut costs, such as better work schedules,



organisation and

people management.


AFC Biotechnology Manufacture Co Ltd (“AFCBIO”)


1. AFCBIO has outsourced its inventory storage to a third party. This cuts down the

rental fee of the warehouse and other ancillary costs, such as electricity and monitoring

fees.


2. AFCBIO is developing new distributors in New Zealand and cooperating with all

distributors to carry out product promotions to increase sales. These include increasing

online promotional channels and restoring some products.


AFC Group Holdings Limited (“AFC”)


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

Other directors will voluntarily receive no director fees.


2. AFC has cut down its costs through office space integration. The depreciation of the

lease of office and rental fees has decreased considerably.


3. AFC actively participates in product exhibitions and expands China's online and

offline distribution channels to enhance brand awareness and promote sales.


4. 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 International Import Expo (CIIE), China (Anhui) 5G International Food City and

the "EFOODLINE" global e-commerce platform.


In summary, by taking various measures to increase sales and save costs, the AFC

Group will continue to work hard to return value to our shareholders. We shall expect

to improve the revenue in the next half year.




On behalf of the Board of Directors



Hao Long

CFO

AFC Group Holdings Limited

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

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