AFC release an updated 2023 Annual Report

AFC Group Holdings Limited Annual Report 20 |21AFC Group Holdings Limited Annual Report 20 |21
ANNUAL REPORT
2023

AFC Group Holdings Limited Annual Report 20 |21

AFC Group Holdings Limited Annual Report 2023 |
Page 1
Page
Directors' Profiles
Directors' Report
Corporate Governance Statement
6 - 16
AFC Longview Limited
17
AFC International Trading Group Limited
18
National Dairy Group Limited
19
AFC GoGlobal Ecommerce Limited
20
AFC Education Investment Limited
21
AFC Biotechnology Manufacture Co Limited
21
Financial Statements
22
Consolidated Statement of Comprehensive Income
23
Consolidated Statement of Changes in Equity
24
Consolidated Statement of Financial Position
25
Consolidated Statement of Cash Flows
26
Notes to the Consolidated Financial Statements
27 - 64
Independent Auditor's Report
65- 67
Shareholder and Statutory Information
68 - 71
Corporate Information
72
2 - 3
4 - 5

AFC GROUP HOLDINGS LIMITED
QIANG LI
JINGWEI MA
SHUANG XIA 
JIANFENG CHEN
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.
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.
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.
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.
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 brings in her governance expertise
and trading channels to AFC to stimulate the
international trade sector.
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 resigned in October
2022 as an Independent Director of AFC Group
Holdings Limited, and member of the Audit and
Risk Committee.
DIRECTORS' PROFILES
YANG XIA BO XIAN CAO
Mr. Xia Shuang was appointed director of AFC
Group Holdings Limited on 16 September 2022.
He studied Commerce in the UK and New
Zealand for years. After graduated from university
in 2016, he has been engaged in the wine,
cosmetics and investment industries. He has
participated in mergers and acquisitions and IPOs
of listed companies in China and New Zealand,
and has certain experience in venture capital
management.
Mr. Xia Shuang has been the CEO of AFC
Biotechnology Manufacturing Company under the
AFC Group Holdings Limited since June 2019.
Mr. Jianfeng ((David) Chen has more than 25
years of commercial and international trade
experience in Australia, New Zealand and China.
David has previously held a variety of executive
positions at various companies.
David joined the Board in October 2023 as an
independent director and member of the Audit and
Risk Committee. He brings in his trading expertise
to AFC.
AFC Group Holdings Limited Annual Report 2023
Page 2

AFC GROUP HOLDINGS LIMITED
ZILEI WANG
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.
DIRECTORS' PROFILES (continued)
AFC Group Holdings Limited Annual Report 2023
Page 3

AFC GROUP HOLDINGS LIMITED
Financial Results Summary
AFC Group Holdings Limited
1.
2.
3.
4.
AFC Longview Limited (“AFCLV” and “Longview Estate”)
1.
2.
3.
4.
AFC Biotechnology Manufacture Co Ltd (“AFCBIO”)
1.
2.
3.
Longview Estate actively participated in different wine exhibitions, such as Winetopia and NZ Wine
Roadshows, to promote wine and increase sales.
Directors will voluntarily receive no director fees to support the business development.
AFC has cut down its costs through office space integration.
AFC attended the 5th China International Import Expo (CIIE) to promote the group and products.
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 continues to explore its sales channels and marketing campaign. The company changes its pricing
strategy for the White Diamond wine to target high-end customers and increase sales.
DIRECTORS' REPORT
The Directors are pleased to present an improved result for the 12 months ended 31 March 2023 after severe
slowdown impacted by the spread of COVID-19.
AFC Group Holdings Limited ("AFC" or "the company") achieved revenue growth during the FY2023 period, which
was 159% higher than the prior financial year ended 31 March 2022. This is due to the fact that the company has
been actively increasing its sales channels in both domestic and overseas markets. The re-opening of borders has
contributed to an increase in customers and revenue generated.
AFC reports a net loss attributable to shareholders of $145,171 for this period. This compares with a net loss
attributable to shareholders of $410,219 for the previous period. The majority of expenses identified as employee
salaries, sales incentive, and depreciation expenses. No dividends have been declared or paid for the 12 months
ended 31 March 2023.
The result was in line with the board’s expectations. The company has been actively and continuously taking
various measures to deal with the challenging environments.
AFCLV is committed to developing export markets through launching of marketing campaigns, such as free
wine knowledge courses, White Diamond wine tastings for the business elite, bundling of White Diamond
wines with high-end travel, and establishing White Diamond partnerships.
Longview Estate has taken actions to cut costs, such as better work schedules organisation and people
management.
AFCBIO outsources its inventory storage to a third party. This has cut down the rental fee of warehouse and
other ancillary costs, such as electricity and monitoring fee.
AFCBIO will cooperate with distributors to launch marketing campaigns in domestic market to increase sales
in 2024 fiscal year.
AFCBIO will focus on the production and sales of its key products. The re-opening of borders will continue to
bring in more customers to AFCBIO, thus generate more sales.
AFC Group Holdings Limited Annual Report 2023
Page 4

AFC GROUP
HOLDINGS
LIMITED
DIRECTORS'
REPORT
(continued)
In summary,
by taking
various
measures
to increase
sales
and
save
costs,
the AFC
Group
will continue
to work
hard
to enable
future
revenue
growth
and
return
value
to our shareholders
in the 2024
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 happ
iness
of the people
of New
Zealand
and
China.
AFC
Group
Holdings
Limited
Annual
Report
2023
Page5
Director
Chairman

AFC GROUP HOLDINGS LIMITED
AFC Group Holdings Limited Annual Report 2023
Page 6
CORPORATE GOVERNANCE STATEMENT
The Board of Directors (“the Board”) and management of AFC Group Holdings Limited (“AFC”) recognise the need for
strong corporate governance practices and have adopted a comprehensive corporate governance code. The Board believes
that these governance structures and practices foster value creation for AFC shareholders, uphold the highest standards
of ethical conduct, and establish accountability and control systems in line with the associated risks.
Regular assessments and reviews of AFC's governance structures are conducted by the Board to ensure their consistency,
both in form and substance, with industry best practices. Given the current size of the company, AFC has limited
management personnel and resources. Therefore, there is a need to strike a balance between developing a financially
sustainable business and finalizing a formal governance framework. During the year ended 31 March 2023, the Board
prioritized addressing the key requirements of the NZX Listing Rules and the NZX Corporate Governance Code. However,
AFC has not achieved full compliance with all recommendations of the Code.
The Governance Code contains eight (8) principles and various recommendations for each principle. The Board has
reported on AFC’s compliance with each of the recommendations below. The information in this report is current as of
the date of this report and has been approved by the Board.
The NZX Corporate Governance Code was revised on 1 April 2023 after the Company’s financial year ended and the Board
has elected to report on the 17 June 2022 version of the NZX Corporate Governance Code.
The NZX Corporate Governance Code can be found on the NZX Website at: www.nzx.com/regulation/nzx-rules-
guidance/corporate-governance-code.
Principal 1 – Code of Ethical Behaviour
"Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for
these standards being followed throughout the organisation."
RECOMMENDATION 1.1
The board should document minimum standards of ethical behaviour to which the issuer’s directors and employees are
expected to adhere (a code of ethics).
The code of ethics and where to find it should be communicated to the issuer’s employees. Training should be provided
regularly. The standards may be contained in a single policy document or more than one policy.
The code of ethics should outline internal reporting procedures for any breach of ethics and describe the issuer’s
expectations about behaviour, namely that every director and employee:
(a)acts honestly and with personal integrity in all actions;
(b)declares conflicts of interest and proactively advises of any potential conflicts;
(c)undertakes proper receipt and use of corporate information, assets and property;
(d)in the case of directors, gives proper attention to the matters before them;
(e)acts honestly and in the best interests of the issuer, shareholders and stakeholders and as required by law;
(f)adheres to any procedures around giving and receiving gifts (for example, where gifts are given that are of value in
order to influence employees and directors, such gifts should not be accepted);
(g)adheres to any procedures about whistle blowing (for example, where actions of a whistle blower have complied
with the issuer’s procedures, an issuer should protect and support them, whether or not action is taken); and
(h)manages breaches of the code
Compliance with recommendation during the year ended 31 March 2023:
The Board holds a firm conviction that ethical conduct is of utmost importance for maintaining good corporate governance
and safeguarding the reputation of AFC. As such, the ethical principles that were applied by the board (and required of
Management and employees) were in line with the recommendations above.
AFC has adopted a Code of Ethics that complies with the recommendation in full. Employees are required to read the code
of ethics and the Code of Ethics has been published on AFC’s website at https://www.afcnz.com/.

AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT(continued)
AFC Group Holdings Limited Annual Report 2023
Page 7
RECOMMENDATION 1.2
An issuer should have a financial product dealing policy that extends to employees and directors.
Compliance with recommendation during the year ended 31 March 2023:
AFC has adopted a Financial Product Dealing Policy for employees and directors. This policy requires prior approval of all
transactions in AFC’s quoted securities and other restricted securities, specifies blackout periods for trading and defines
prohibited trading. The Financial Product Dealing Policy has been published on AFC’s website at https://www.afcnz.com/.
PRINCIPLE 2 – Board Composition & Performance
“To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and
perspectives.”
Board members have a wide range of business, technical and financial backgrounds lead the Company. The Board believes
it complies with the principle.
Board Composition
The Board bears the responsibility of overseeing and managing AFC, ensuring its performance and compliance with
relevant laws, regulations, and standards. The Board is accountable to shareholders and other stakeholders for AFC's
actions. AFC strives to provide shareholders with a competent and knowledgeable Board of Directors that possesses
diverse skills and expertise across various industries and disciplines.
As at 31 March 2023, the Board comprised of the following directors:
Yang Xia Non-Executive (Chair)
Bo Xian Cao Independent
Jingwei Ma Executive
Jianfeng Chen Independent
Shuang Xia Non-Executive
Zilei Wang Independent
All directors have been appointed under the provisions of AFC’s constitution. No director has been appointed by equity
security holder under the Governing Document applying with NZX listing rule 2.4.
Bo Xian Cao, Jianfeng Chen, Zilei Wang serve as independent directors for AFC. The determination of their independence
has been made by taking into account the factors outlined in the NZX Corporate Governance Code that could potentially
affect a director's independence. None of the independent directors have a material relationship with AFC and none are
involved in the day-to-day operation of the company.
Refer to the Directors’ Profiles section of this Annual Report for further details.
Board Meetings
The Board met 4 times during the year, which enabled the Board to be provided with accurate timely information on all
aspects of AFC’s operations and to make informed decisions.
Furthermore, the Board holds additional meetings as necessary to address specific matters that require immediate
attention, including discussions on various opportunities. The number of such additional meetings is not reflected in the
figures provided below.

AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT(continued)
AFC Group Holdings Limited Annual Report 2023
Page 8
Board Members
Meetings
Attended
Meetings Held
Yang Xia
4 4
Bo Xian Cao
4 4
Zilei Wang
4 4
Jingwei Ma
4 4
Qiang Li
2 4
Shuang Xia
2 4
Jianfeng Chen
1 4
Gender Diversity
The gender balance of the AFC’s Directors and officers was as follows:
as at 31 March 2023 as at 31 March 2022
Directors Officers* Directors Officers*
Female 1 1 1 2
Male 5 2 4 2
Total
6 3 5 4
*Officers excludes any directors of AFC.
RECOMMENDATION 2.1
The board of an issuer should operate under a written charter which sets out the roles and responsibilities of the board.
The board charter should clearly distinguish and disclose the respective roles and responsibilities of the board and
management.
Compliance with recommendation during the year ended 31 March 2023:
The Board adopted a written Board Charter on listing. The Charter sets out the roles and responsibilities of the Board and
Management and complies with the recommendation in full.
The Board Charter has been published on AFC’s website at https://www.afcnz.com/.
RECOMMENDATION 2.2
Every issuer should have a procedure for the nomination and appointment of directors to the board.
Compliance with recommendation during the year ended 31 March 2023:
AFC has not complied with the recommendation during the year to 31 March 2023. However, a preliminary protocol for
the Nomination and Appointment of Directors has been drafted and will be completed as soon as management resources
permit attention to this matter. The draft procedure aligns with the recommendation, and once it has been finalized and
officially adopted, it will be made publicly available on AFC's website.
RECOMMENDATION 2.3
An issuer should enter into written agreements with each newly appointed director establishing the terms of their
appointment.
Compliance with recommendation during the year ended 31 March 2023:
AFC has entered into a written agreement with each director establishing the terms of their appointment. Shuang Xia and
Jianfeng Chen have been appointed as directors during the financial year ended 31 March 2023.

AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT(continued)

AFC Group Holdings Limited Annual Report 2023
Page 9


RECOMMENDATION 2.4
Every issuer should disclose information about each director in its annual report or on its website, including a profile of
experience, length of service, independence and ownership interests and director attendance at board meetings.

Compliance with recommendation during the year ended 31 March 2023:
All of the information detailed in the recommendation is included in this Annual Report and can be found in the Directors
Profiles, Corporate Governance Statement and Shareholder and Statutory Information sections.


RECOMMENDATION 2.5
An issuer should have a written diversity policy which includes requirements for the board or a relevant committee of
the board to set measurable objectives for achieving diversity (which, at a minimum, should address gender diversity)
and to assess annually both the objectives and the entity’s progress in achieving them. The issuer should disclose the
policy or a summary of it.

Compliance with recommendation during the year ended 31 March 2023:

AFC has not complied with the recommendation during the year ended 31 March 2023 as the company has not yet
implemented a formal written diversity policy. However, the Board acknowledges the extensive advantages that diversity
brings to an organization. AFC will proceed with the development of a Diversity Policy that aligns with the recommendation.
Once the policy has been finalized, it will be made available to the public on AFC's website.

The gender composition of AFC’s directors and officers is included above.

RECOMMENDATION 2.6
Directors should undertake appropriate training to remain current on how to best perform their duties as directors of
an issuer.

Compliance with recommendation during the year ended 31 March 2023:

The company has not complied with the recommendation during the year ended 31 March 2023, as the board did not
engage in any training activities. However, the Board members possess a comprehensive understanding of their
responsibilities as Directors of a publicly listed company. They have acknowledged the importance of staying updated on
the most effective ways to fulfil their duties and have plans to undergo training as needed to maintain their knowledge
and competence.

RECOMMENDATION 2.7
The board should have a procedure to regularly assess director, board and committee performance.
Compliance with recommendation during the year ended 31 March 2023:
Director and Board performance is considered crucial to the success of AFC and its subsidiaries. AFC has not complied with
the recommendation during the year ended 31 March 2023, as the company has not established a formal procedure for
regular review of its performance and the performance of its members.

The Board however intends to develop a formal procedure for the routine evaluation of its performance and the
performance of its members. This process will encompass an evaluation of the adequacy of the board's composition and
the identification of any training requirements for Directors. A draft of this procedure has been prepared, but its progress
is contingent upon the availability of management resources. The finalized document is expected to align with the
recommendation, and once it has been completed, it will be made publicly accessible on AFC's website.

RECOMMENDATION 2.8
A majority of the board should be independent directors.

AFC Group Holdings Limited Annual Report 2023
Page 10
AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT(continued)
Compliance with recommendation during the year ended 31 March 2023:
3 of the 6 Directors of AFC have been identified as Independent Directors of AFC. However, it is not a majority and AFC
accordingly has not complied with the recommendation.
The Board believes that the current composition of the Board during the year is satisfactory to make decisions that are in
the best interests of the entity and its shareholders. In instances where a director has a conflict of interest concerning
certain matters, they are precluded from participating in decisions pertaining to those specific matters.
RECOMMENDATION 2.9
An issuer should have an independent chair of the board. If the chair is not independent, the chair and CEO should be
different people.
Compliance with recommendation during the year ended 31 March 2023:
During the financial year ended 31 March 2023, Yang Xia was chair of AFC. Mr Xia was not an independent director, but
throughout that period, he was a non-executive director and did not involve in the day-to-day management. Given the
limited size and scope of the company’s business, the Deputy General Manager, Yanling Hu who resigned in August 2023
acted as a CEO. Starting in August 2023, AFC has been seeking a new CEO. As the chairman and CEO positions were held
by different individuals. Accordingly, AFC has complied with the recommendation.
Principle 3 – Board Committees
“The board should use committees where this will enhance its effectiveness in key areas, while still retaining board
responsibility.”
Recommendation 3.1
An issuer’s audit committee should operate under a written charter. Membership on the audit committee should be
majority independent and comprise solely of non-executive directors of the issuer. The chair of the audit committee
should be an independent director and not the chair of the board.
Compliance with recommendation during the year ended 31 March 2023:
The AFC Audit Committee was formed with the purpose of emphasizing audit and risk management and assuming
responsibilities related to financial reporting and adherence to regulatory requirements. A written charter was adopted
for the Audit Committee and has been published on AFC’s website at https://www.afcnz.com/.
The Audit Committee holds the responsibility of overseeing the performance and independence of the external auditors
and provides recommendations to the Board.
The Audit Committee held 4 meetings during the year. The Audit Committee comprises the following members:
Bo Xian Cao (Chair of Audit Committee, Independent Director)
Jianfeng Chen (Independent Director)
Zilei Wang (Independent Director)
The audit committee's responsibilities include the following:
1.Ensuring that processes are in place and monitoring those processes to monitor risks associated with the business.
2.Recommending the appointment of the independent auditor and ensuring that the Key Audit partner is changed
at least every 5 years.
3.Having direct communication with and unrestricted access to the independent auditor and any internal auditors
or accountants.
4.Reviewing the financial reports and advising all Directors whether they comply with the appropriate laws and
regulations.

AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT(continued)
AFC Group Holdings Limited Annual Report 2023
Page 11
The Audit Committee comprises all independent directors. Zilei Wang is a member of the Chinese Institute of Certified
Public Accountants (CICPA) and he has a financial background in accordance with the requirements of NZX Listing Rule
2.13.2.
Recommendation 3.2
Employees should only attend audit committee meetings at the invitation of the audit committee.
Compliance with recommendation during the year ended 31 March 2023:
Non-committee members, including employees, only attended audit committee meetings at the invitation of the audit
committee during the year.
Recommendation 3.3
An issuer should have a remuneration committee which operates under a written charter (unless this is carried out by
the whole board). At least a majority of the remuneration committee should be independent directors. Management
should only attend remuneration committee meetings at the invitation of the remuneration committee.
Compliance with recommendation during the year ended 31 March 2023:
Remuneration committee responsibilities were dealt with by the full Board during the year ended 31 March 2023.
Recommendation 3.4
An issuer should establish a nomination committee to recommend director appointments to the board (unless this is
carried out by the whole board), which should operate under a written charter. At least a majority of the nomination
committee should be independent directors.
Compliance with recommendation during the year ended 31 March 2023:
Nomination committee responsibilities were dealt with by the full Board during the year ended 31 March 2023.
Recommendation 3.5
An issuer should consider whether it is appropriate to have any other board committees as standing board committees.
All committees should operate under written charters. An issuer should identify the members of each of its committees,
and periodically report member attendance.
Compliance with recommendation during the year ended 31 March 2023:
Considering the relatively restricted size and scope of the company’s business, the board determined that it would be more
suitable for them to assume these responsibilities throughout the year until March 31, 2023.
Recommendation 3.6
The board should establish appropriate protocols that set out the procedure to be followed if there is a takeover offer
for the issuer including any communication between insiders and the bidder. It should disclose the scope of independent
advisory reports to shareholders. These protocols should include the option of establishing an independent takeover
committee, and the likely composition and implementation of an independent takeover committee.
Compliance with recommendation during the year ended 31 March 2023:
The company has not complied with the recommendation during the year to 31 March 2023, as AFC has not yet established
a formal written Takeover Response Procedure. However, AFC intends to do so as soon as management resources are
available to do so. Once finalized, the procedure will be made publicly available on AFC's website.

AFC Group Holdings Limited Annual Report 2023
Page 12
AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT(continued)
PRINCIPLE 4 – Reporting & Disclosure
“Th e boar d shoul d deman d integrit y in financia l an d non-financial reporting, and in the timeliness
and balance of
corporate disclosures.”
Recommendation 4.1
An issuer’ s boar d shoul d hav e a writte n continuous disclosure policy.
Compliance with recommendation during the year ended 31 March 2023:
AFC has a written Continuous Disclosure Policy that complies with the recommendation.
AFC’s Board is committed to keeping investors and the market informed of all material information about AFC and its
performance in line with the NZX listing rules and has done so throughout the period.
Recommendation 4.2
An issuer should make its
code of ethics, board and committee charters and the policies recommended in the NZX Code,
together with any other key governance documents, available on its website.
Compliance with recommendation during the year ended 31 March 2023:
AFC’s Code of Ethics, Governance Code, Board Charter, Audit Finance & Risk Committee Charter, Financial Product Dealing
Policy, and Health & Safety Policy are available on AFC’s website at https://www.afcnz.com/corporate-governance. Some
other governance policies and procedures are under formulation. Once finalised, they will be published to AFC’s website.
Recommendation 4.3
Financial reporting should be balanced, clear and objective. An issuer should provide non-financial disclosure at least
annually, including considering material exposure to environmental, economic and social sustainability factors and
practices. It should comprise how operational or non-financial targets are measured. Non-financial reporting should be
informative, include forward looking assessments, and align with key strategies and metrics monitored by the board.
Compliance with recommendation during the year ended 31 March 2023:
Financial Reporting
The Board bears the responsibility of ensuring that the financial statements present an accurate and reliable depiction of
the Group's financial position. This entails utilizing appropriate accounting policies consistently, supported by reasonable
judgments and estimates, and adhering to relevant financial reporting and accounting standards. For the financial year
ended 31 March 2023, the directors believe that proper accounting records have been maintained which enable a
reasonably accurate determination of the financial position of AFC and the Group and contribute to compliance of
the financial statements with the Financial Reporting Act 2013 and the Financial Markets Conduct Act 2013.
Non-financial reporting
AFC has not complied with the recommendation during the year to 31 March 2023, as non-financial disclosure has not
been completed. Due to its current scale, AFC does not currently possess a formal environmental, social, and governance
(ESG) reporting framework. However, the Board is considering this matter and intends to report on non-financial aspects
in the future.
PRINCIPLE 5 – Remuneration
“Th e remuneration of director s an d executive s shoul d be transparent, fai r and reasonable.”
Recommendation 5.1
An issuer should recommend director remuneration packages to shareholders
fo r approval in a transparent manner.
Actual director remuneration should be clearly disclosed in th e issuer’ s annual report.

AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT(continued)
AFC Group Holdings Limited Annual Report 2023
Page 13
Compliance with recommendation during the year ended 31 March 2023:
The Directors’ remuneration package was approved by shareholders in previous year and for the year ended 31 March
2023, the Directors voluntarily accepted a reduced Directors' fee to support the business. Director remuneration is
disclosed in the Shareholder and Statutory Information section of this Annual Report.
Recommendation 5.2
An issuer should have a remuneration policy for remuneration of directors and officers, which outlines the relative
weightings of remuneration components and relevant performance criteria.
Compliance with recommendation during the year ended 31 March 2023:
AFC has not complied with the recommendation during the year to 31 March 2023 as it is yet to adopt a formal written
Remuneration Policy.
However, the Board considers the significance of responsibilities and performance criteria when deciding on the
remuneration of executive directors and senior management. AFC intends to adopt a formal written remuneration policy
to align with this recommendation, subject to the availability of management resources. Once the policy has been adopted,
it will be made available to the public on AFC's website.
Recommendation 5.3
An issuer should disclose the remuneration arrangements in place for the CEO in its annual report. This should include
disclosure of the base salary, short term incentives and long-term incentives and the performance criteria used to
determine performance-based payments.
Compliance with recommendation during the year ended 31 March 2023:
Information in relation to the remuneration arrangements in place for Yanling Hu is included in Note 19 of this Annual
Report under the section of Key Management Personnel. During the period ended on March 31, 2023, Yanlin Hu received
a salary of $44,939 and did not receive any additional short-term or long-term incentives.
PRINCIPLE 6 – Risk Management
“Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The
Board should regularly verify that the issuer has appropriate processes that identify and manage potential and material
risks.”
Recommendation 6.1
An issuer should have a risk management framework for its business and the issuer’s board should receive and review
regular reports. An issuer should report the material risks facing the business and how these are being managed.
Compliance with recommendation during the year ended 31 March 2023:
AFC and its subsidiaries are committed to proactively managing risk, which has been the responsibility of the entire Board,
with the assistance of the Audit Committee, throughout the period. The Board charges the Executive Director with
managing risks on a daily basis.
AFC is presently in the process of establishing a written framework for Risk Management and Compliance, which will
outline the significant risks impacting the business and establish control measures and reporting mechanisms to effectively
handle and monitor these risks. However, during the fiscal year ended on March 31, 2023, the company was not in
compliance with this recommendation. The completion of this framework is currently a priority for the Board.
Recommendation 6.2
An issuer should disclose how it manages its health and safety risks and should report on its health and safety risks,
performance and management.

AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT(continued)

AFC Group Holdings Limited Annual Report 2023
Page 14


Compliance with recommendation during the year ended 31 March 2023:

The Board acknowledges that effective health and safety management is crucial to the operation of a successful business
and strives to prevent damage and promote the well-being of employees, contractors, and customers.

AFC has created a health and safety manual that outlines the management and employee responsibilities. Each employee
is provided with a copy of this manual, which serves to enhance their understanding of potential hazards and appropriate
courses of action.

The board conducts an annual review of the health and safety manual and actively seeks regular updates from
management regarding its implementation. No health and safety incidents have been reported during the year ended 31
March 2023.


PRINCIPLE 7 – Auditors
“The board should ensure the quality and independence of the external audit process.”

Recommendation 7.1
The board should establish a framework for the issuer’s relationship with its external auditors. This should include
procedures:
(a) for sustaining communication with the issuer’s external auditors;
(b) to ensure that the ability of the external auditors to carry out their statutory audit role is not impaired or could be
reasonably be perceived to be impaired;
(c) to address what, if any, services (whether by type or level) other than their statutory audit roles may be provided by
the auditors to the issuer; and
(d) to provide for the monitoring and approval by the issuer’s audit committee of any service provided by the external
auditors to the issuer other than in their statutory audit role.

Compliance with recommendation during the year ended 31 March 2023:

As per AFC's Audit Committee Charter, the Audit Committee holds the responsibility of overseeing and establishing
communication channels with the external auditor. Additionally, the committee conducts a review of the quality and cost
of the external auditor's work. On an annual basis, the Audit Committee also assesses the independence of the auditor.
The Audit Committee Charter sets forth the framework as specified in the recommendation.

William Buck was AFC's external auditor for the financial year ended 31 March 2023. The statutory audit services are fully
segregated from non-audit services in order to maintain the necessary independence. In the annotations to the
consolidated financial statements, the amount of fees paid to William Buck for audit and other services is disclosed.

William Buck has provided written confirmation to the Board, expressing their opinion that they were able to operate
independently throughout the entirety of the year.


Recommendation 7.2
The external auditor should attend the issuer’s Annual Meeting to answer questions from shareholders in relation to
the audit.

Compliance with recommendation during the year ended 31 March 2023:

William Buck did not participate in the 16 September 2022 virtual annual meeting. However, William Buck will be invited
to attend the annual meeting in 2023, and it is expected that the lead audit partner will be present to address any queries
or concerns raised by shareholders.

Recommendation 7.3
Internal audit functions should be disclosed.

AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT(continued)

AFC Group Holdings Limited Annual Report 2023
Page 15



Compliance with recommendation during the year ended 31 March 2023:

AFC did not have a dedicated internal auditor role during the period to 31 March 2023. Given the relatively restricted size
and scope of AFC's operations, the Board and the Audit Committee assume responsibility for overseeing AFC's activities.
AFC and its subsidiaries have implemented internal systems and controls to monitor financial operations effectively.


Principle 8 – Shareholder Rights & Relations
“The board should respect the rights of shareholders and foster constructive relationships with shareholders that
encourage them to engage with the issuer.”

Recommendation 8.1
An issuer should have a website where investors and interested shareholders can access financial and operational
information and key corporate governance information about the issuer.

Compliance with recommendation during the year ended 31 March 2023:

Financial statements, NZX announcements, Directors’ profiles, and key operational and governance information are
available on the website at https://afcnz.com/.

Recommendation 8.2
An issuer should allow investors the ability to easily communicate with the issuer, including providing the option to
receive communications from the issuer electronically.

Compliance with recommendation during the year ended 31 March 2023:

All shareholders are given the option to elect to receive electronic communications from AFC.

Recommendation 8.3
Quoted equity security holders should have the right to vote on major decisions which may change the nature of the
AFC in which they are invested in.

Compliance with recommendation during the year ended 31 March 2023:

Shareholders have been given the right to vote on all major decisions in line with the NZX Rules during the year ended 31
March 2023.

Recommendation 8.4
If seeking additional equity capital, issuers of quoted equity securities should offer further equity security holders of the
same class on a pro-rata basis and on no less favourable terms before further equity securities are offered to other
investors.

Compliance with recommendation during the year ended 31 March 2023:

During the year, AFC has not sought additional equity capital from the market.

In future capital-raising activities, the Board will consider whether the likely outcome of and the cost of extending offers
to all shareholders is in the best interest of the Company or its shareholders. It is likely that the most cost-effective means
of raising further capital will be by way of wholesale placement rather than a regulated offer to all existing shareholders.

AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT(continued)
AFC Group Holdings Limited Annual Report 2023
Page 16
Recommendation 8.5
The board should ensure that the notices of annual or special meetings of quoted equity security holders is posted on
the issuer’s website as soon as possible and at least 20 working days prior to the meeting.
Compliance with recommendation during the year ended 31 March 2023:
Notice of the 2022 annual meeting was delivered to shareholders on 16 August 2022, which was 20 working days prior to
the Annual Meeting.
The Board encourages shareholder participation in meetings and understands that shareholders need sufficient time to
consider information prior to meetings. Future notices of Shareholder meetings are expected to be provided at least 20
working days prior to meeting dates.

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 2023
Page 17

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 has not purchased any new products and continued to
sell the remaining stocks during the year.
AFC Group Holdings Limited Annual Report 2023
Page 18

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 has not performed
any research and development activities during the year.
AFC Group Holdings Limited Annual Report 2023
Page 19

AFC GROUP HOLDINGS LIMITED
AFC BIOTECHNOLOGY MANUFACTURE CO. 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 Group Holdings Limited Annual Report 2023
Page 20

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 2023
Page 21

AFC GROUP HOLDINGS LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
AFC Group Holdings Limited Annual Report 2023
Page 22

AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2023
20232022
Notes
NZ$ NZ$
Operating revenue
2
1,075,442 415,023
Cost of sales
3
(322,605) (383,971)
Gross profit
752,837 31,052
Other income
2
31,367 245,620
Expenses
Selling and distribution expenses
3
(175,116)(45,019)
Administration expenses
3
(710,918) (886,156)
Reversal/(impairment loss) on trade receivables
9
(2)(176)
(101,832) (654,679)
Finance income
2
16 2
Finance expense
3
(61,876)(87,662)
Gain on lease modification
13
-31,506
Impairment on property, plant and equipment
12
(14,729)(27,592)
(76,589)(83,746)
Loss before income tax
(178,421) (738,425)
Income tax expenses
4
- -
Loss for the yea
r
(178,421) (738,425)
Other comprehensive income
-
-
Total comprehensive loss for the year
(178,421) (738,425)
Loss and total comprehensive loss attributable to:
Equity holders of the parent(145,171) (410,219)
Non-controlling interest
7
(33,250) (328,206)
(178,421) (738,425)
Loss per share:
Basic and diluted earning per share in NZ$
5 (0.00004) (0.00011)
Operating loss
AFC Group Holdings Limited Annual Report 2023
Page 2

AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023
Notes
Issued
Share
Ca
pital
Accumulated
Losses
Equity
Holders of
the Parent
Non-
Controlling
Interests
Total
NZ$ NZ$ NZ$ NZ$ NZ$
Balance as at 1 April 2021 28,679,503 (26,950,481) 1,729,022 (437,707) 1,291,315
Net loss for the financial year
7
-(410,219) (410,219) (328,206) (738,425)
Other comprehensive income - - - -
-
Total com
prehensive loss
-
(410,219) (410,219) (328,206) (738,425)
Balance as at 31 March 202228,679,503 (27,360,700) 1,318,803 (765,913) 552,890
Net loss for the financial year
7
-(145,171) (145,171) (33,250) (178,421)
Other comprehensive income - - - - -
Total com
prehensive loss
-
(145,171) (145,171) (33,250) (178,421)
Balance as at 31 March 202328,679,503 (27,505,871) 1,173,632 (799,163) 374,469
AFC Group Holdings Limited Annual Report 2023
Page 24

AFC GROUP
HOLDINGS
LIMITED
CONSOLIDATED
STATEMENT
OF FINANCIAL
POSITION
AS AT 31 MARCH 2023
SHAREHOLDERS
EQUITY
Issued
share
capital
Accumulated
losses
Total
Equity
attribu
table
to shareholders
of the company
Non-controlling
Interest
Total
sharehold
ers funds
Represented
by:
CURRENT
ASSETS
Cash
and cash
equivalents
Trade,
other
and related
party
receivables
Inventories
Prepaym
ents and other
current
assets
Total
current
assets
NON-CURRENT
ASSETS
Property,
plant
and equipment
Right-of-use
assets
Intangible
assets
Total
non-current
assets
Total
assets
CURRENT
LIABILITIES
Trade,
other
and related
party
payables
Lease
liabilities
Short-term
Loan
Total
current
liabilities
NON-CURRENT
LIABILITIES
Borrowings
Lease
liabilities
Total
non-current
liabilities
Total
liabilities
Net ass
ets
Foe
and
beha•
�
oa,d,
d
r
Yang
Xia
Director
Notes
6
7
8
9
11
10
12
13
15
16
13
17
13
Bo
Xian
Cao
Director
2023
NZ$
28,679,503
(27,505,871)
1,173,632
(799,163)
374,469
4,963
10,846
314,725
69,243
399,777
1,397,148
84,710
558
1,482,416
1,882,193
1,333,748
35,110
1,562
1,370,420
81,8
47
55,457
137,304
1,507,724
374,469
2022
NZ$
28,679,503
(27,360,700)
1,318,803
(765,913)
552,890
14,451
8,943
352,162
49,005
424,561
1,431,194
9,553
708
1,441,455
1,866,016
1,248,492
11,234
1,259,726
53,400
53,400
1
1
313,
126
552,890
AFC
Group
Holdings
Limited
Annual
Report
2023
Page
25

26/06/2023

AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2023
20232022
Notes
NZ$ NZ$
Cash flows from operating activities
Cash was received from:
Receipts from customers
153,768 461,947
Receipts from related parties
919,769 142,533
Interest received
16 2
Other receipts
39,325
251,757
Cash was applied to:
Payments to suppliers and employees
(907,348) (894,403)
Payments to related parties
(81,991)
-
Interest paid
(51,550)
(56,122)
Lease interest
13
(10,326) (31,541)
Net cash outflow from operating activities
18
61,663 (125,827)
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 equipment
12
(3,120)(4,403)
Net cash inflow/(outflow) from investing activities
(3,120)(4,403)
Cash flows from financing activities
Cash was received from:
Proceeds from borrowings
17
44,814 -
Received from related parties
477,200
312,210
Cash was applied to:
Payments for lease liabilities principal(39,834) (164,769)
Repayments to related parties(527,449)
-
Repayment to borrowings
(14,805)
Net cash inflow from financing activities
(60,074) 147,441
(1,531) 17,211
Foreign currency translation adjustment (7,958)(6,135)
Cash and cash equivalents at the be
ginning of the year
14,451 3,375
Cash and cash equivalents at the end of the year
8
4,963 14,451
Net decrease in cash and cash equivalents
AFC Group Holdings Limited Annual Report 2023
Page 26

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 202
3
1. ACCOUNTING POLICIES
REPORTING ENTITY
1.1 Statement of compliance
1.2 Basis of preparation
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 2023 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. 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.
Fair value measurement
For financial reporting purposes, 'fair value' is the price that would be received to sell an asset, or paid to transfer a
liability, in an orderly transaction between market participants (under current market conditions) at the
measurement date, regardless of whether that price is directly observable or estimated using another valuation
technique.
When estimating the fair value of an asset or liability, the entity uses valuation techniques that are appropriate in
the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant
observable inputs and minimising the use of unobservable inputs. Inputs to valuation techniques used to measure
fair value are categorised into three levels according to the extent to which the inputs are observable:
AFC Group Holdings Limited Annual Report 2023
Page 7
26/06/2023

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
1. ACCOUNTING POLICIES (continued)
1.2 Basis of preparation (continued)
1.3 New accounting standards adopted
1.4 Basis of consolidation
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.
There are no new standards, amendments to standards, or interpretations to existing standards, that have any
impact on the Group for the year ended 31 March 2023.
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.
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at
31 March 2023. 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.
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity
can access at the measurement date.
Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
AFC Group Holdings Limited Annual Report 2023
Page 28

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
1. ACCOUNTING POLICIES (continued)
1.5 Intangible assets
1.6 Going concern
1.
2.
3.
4.
5.
6.
7.
8.
9
10
The consolidated financial statements have been prepared on a going concern basis. The Group incurred a net
loss for the year of $178,421 (2022: $738,425). At 31 March 2023, the Group's current liabilities exceeded its
current assets by $970,643 and had positive equity of $374,469 (2022: $552,890). The Group had suffered
reduced sales in previous years due to the Covid-19 pandemic and has taken steps manage the business
accordingly. In 2023, the loss narrowed significantly with sales increasing 1.7 times over last year. The Group
recorded a positive net cash inflow from operating activities of $61,663 in this year.
The key estimate in the budgets is the expected level of sales volumes of wine and cosmetic face masks.
In October 2022, a sales contract to sell $790,000 of wine was signed. The Group has completed 35% of the
supply. The balance will be completed in the following year. In FY2023, nearly $60,000 of wines were
exported to the China market. There will be other such expected exports in FY2024.
Sales of cosmetic face masks in New Zealand have been negatively affected by the closure of borders in
previous years. The re-opening of borders began to reverse the downward trend of domestic sales.
Meanwhile, the Group is considering new distribution channels.
Based on the current stages of negotiations with customers, the Directors are anticipating sales in FY2024
will continue to increase.
The key factors the Directors considered in determining that the Going Concern assumption was appropriate
There is minimal external debt and no externally imposed capital requirements.
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 Group has outsourced its
inventory storage and integrated its office space, which significantly reduced the rental expenditure of
warehouse and other ancillary costs.
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 be
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 $1,082,531. It has been agreed that payment of
these will be deferred until such time as the group has the liquidity to settle these liabilities.
Detailed budgets for the two operational segments have been prepared which supports the going concern
assumption.
The financial report does not include any adjustments relating to the recoverability or classification of
recorded asset amounts or classification of liabilities that might be necessary should the company not be able
to continue as a going concern.
The conditions noted above indicate the existence of a material uncertainty about the Group's ability to
continue as a going concern
Intangible assets comprise of trademarks. Trademarks are carried at cost less any accumulated amortisation.
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 2023
Page 29

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
1. ACCOUNTING POLICIES (continued)
1.7 Revenue
Sale of goods - Contracts with customers
Interest income
Government grant
1.8 Forei
gn currency
1.9 Inventories
Revenue from contracts with customers is recognised when the goods are delivered to the port of delivery and
have been accepted by the customer.
Rental
Rental Income is recognised as income on a straight-line basis over the term of the lease.
Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the
functional currency at the exchange rate at the date. The foreign currency gains or loss on monetary items is the
difference between amortised cost in the functional currency at the beginning of the year, adjusted for effective
interest and payments during the year, and the amortised cost in foreign currency translated at the exchange rate
at the end of year.
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.
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.
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.
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.
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 2023
Page 30

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
1. ACCOUNTING POLICIES (continued)
1.9 Inventories (continued)
1.10 Leases
The Group as a lessee
Lease Liabilities
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 2023 was $257,263 (31 March
2022: $273,920).
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.
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.
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.
AFC Group Holdings Limited Annual Report 2023
Page 1

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
1. ACCOUNTING POLICIES (continued)
1.10 Leases (continued)
The Group as a lessor
1.11 Cash and cash equivalents
1.12 Employee benefits
1.13 Financial assets
Financial assets at amortised cost
1.14 Financial Liabilities
Financial liabilities at amortised cost
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.
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.
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.
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.
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.
AFC Group Holdings Limited Annual Report 2023
Page 2

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
1. ACCOUNTING POLICIES (continued)
1.14 Financial Liabilities (continued)
Interest and dividends
Related party payables
1.15 Equity
1.16 Goods and services tax (“GST”)
1.17 Income tax
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.
Current tax is the expected tax payable on the taxable income for the financial year, using tax rates enacted or
substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Income tax is recognised in the Income Statement except when it relates to items that are recognised directly
under other comprehensive income, in which case the income tax is recognised in other comprehensive income.
When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly
attributable costs is recognised as a deduction from equity. Repurchased shares are classified as treasury shares.
When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in
equity and the resulting surplus or deficit on the transaction is presented within share premium.
Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs and are
subsequently measured at amortised cost using the effective interest method.
Interest and dividends are classified as expenses or as distributions of profit consistent with the statement of
financial position classification of the related debt or equity instruments or component parts of compound
instruments.
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.
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.
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.
Taxation expense comprises both current and deferred tax.
AFC Group Holdings Limited Annual Report 2023
Page 33

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
1. ACCOUNTING POLICIES (continued)
1.18 Property, plant and equipment
Recognition and measurement
Subsequent costs
Depreciation
Not Depreciated
0% - 6% Diminishing Value
50% Diminishing Value
7% - 40% Diminishing Value
10% - 40% Diminishing Value
Fixture and Fittings and Office Equipment13% - 67% Diminishing Value
7.5% Diminishing Value
1.19 Biological assets
Motor Vehicles
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains or
losses are included in the profit and loss component of the consolidated statement of comprehensive income.
Computer Equipment
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is
greater than its estimated recoverable amount. The useful lives and residual values are reviewed annually.
Depreciation is recognised in the consolidated statement of comprehensive income to write off the cost of an item
of property, plant and equipment over its expected useful life, at the following rates:
Plant & Equipment
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.
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.
Buildings
Items of property, plant and equipment are measured at cost less accumulated depreciation and any impairment
losses.
Grape Vines / Bearer Plants
Land & Land Improvements
AFC Group Holdings Limited Annual Report 2023
Page 34

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
1. ACCOUNTING POLICIES (continued)
1.20 Impairment of assets
Financial assets
Non-financial assets
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.
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.
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.
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.
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.
All impairment losses are immediately recognised through profit and loss.
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.
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.
AFC Group Holdings Limited Annual Report 2023
Page 

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
1. ACCOUNTING POLICIES (continued)
1.21 Earnings per share
1.22 Cash 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
Impairment of trade, other and related party receivables
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.
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.
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.
In determining the impairment of trade, other and related party receivables provision, the Group assesses the
balances by applying the expected loss and forward looking approach under NZ IFRS 9. This assessment involves
making estimates and judgements regarding the historical data and trends, factors such as economic conditions,
external ratings, cash flow projections and other information available that impacts the customers of the Group.
The Group 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.
- 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 ris
k 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.
- Financing activities are activities that result in changes in the size and composition of the contributed equity and
borrowings of the Group.
AFC Group Holdings Limited Annual Report 2023
Page 36

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
1. ACCOUNTING POLICIES (continued)
1.23 Critical accounting judgments and key sources of estimation uncertainty (continued)
Recognition of provision for deferred tax assets
Provision for Inventory
Impairment of property, plant and equipment
2. REVENUE
20232022
NZ$NZ$
Operating revenue
Sales - wine products
1,026,626 335,560
Sales - cosmetic products
48,816 79,463
Total operating revenue
1,075,442
415,023
Other income
13,788 26,700
Rental income
17,579 18,880
Covid-19 wage subsidy
-200,040
31,367 245,620
Total Income
1,106,809 660,643
Finance Income:
Interest received on bank account
16 2
16 2
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 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 (2022: 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 2023
Page 

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
2. REVENUE (continued)
Operating revenue - Geographical locations
Sales - Wine
products
Sales -
Cosmetic
products
Sales - Other
products Total
NZ$NZ$NZ$NZ$
China
589,100
-
- 589,100
New Zealand
437,526 48,816
-486,342
Operating Revenue
1,026,626
48,816
-1,075,442
China
223,975
19,027
-243,002
New Zealand
111,585
60,436
-172,021
Operating Revenue
335,560
79,463
-415,023
3.
EXPENSES
20232022
NoteNZ$NZ$
Included in Cost of Sales Expenses
Cost of goods sold
339,262 445,860
Provision for inventory obsolescence
11
(16,658)(61,889)
Included in Selling and Distribution Expenses
Advertising
3,641 273
Business events 7,908 9,644
Freight and courier37,963 4,746
Salaries and sales commission
125,185 30,356
Included in Administration Expenses
Accounting and consulting
34,875 33,500
Amortisation of intangible assets
15
150 150
Depreciation for property, plant and equipment
12
22,437 33,670
Depreciation for right-of-use assets
13
44,009 166,470
Directors fees
4,375 15,167
Licences & subscriptions
17,737 16,664
Travel - international
12,546 -
Insurance
20,509 22,320
Share registry & listing expenses
28,226 21,818
Legal fees
9,748 4,635
Management fees 40,000 35,000
Salaries
452,214 421,418
Rent
38,132 52,196
Operating
revenue is attributed to the following geographical locations on the basis of the country the
customer is trading in.
31 March 2023
31 March 2022
Profit/(Loss) before income tax after charging:
AFC Group Holdings Limited Annual Report 2023
Page 38

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
3. EXPENSES (continued)
Auditors' remuneration
Audit of financial statements
55,937 64,310
Total fees paid to auditors
55,937
64,310
20232022
NoteNZ$NZ$
Finance costs:
Interest paid on borrowings from related parties
19
49,609 53,427
13
10,326 31,541
Other interest paid1,940 2,694
61,876 87,662
4. INCOME TAX EXPENSE
4.1.
Components of Income tax expense
The income tax expense for the year is nil, (2022: $nil)
20232022
Reconciliation of effective tax rate
NZ$NZ$
Profit/(loss) before income tax
(178,421)(738,425)
(49,958)(206,759)
Expected income expense/(benefit)
(49,958)(206,759)
Adjustments
Non deductible expenses
1,411 25,585
Non taxable income
-
(24,548)
Deferred tax adjustments
-
-
Losses brought forward
(1,383,881)(1,155,282)
Losses offset against other deferred tax assets
(30,044)(22,877)
Losses not recognised and carried forward
1,462,472 1,383,881
Income tax expense
-
-
The tax rate used for the reconciliation below is the corporate tax rate of 28% (2022: 28%) payable by New
Zealand corporate entities on taxable profits under New Zealand tax law.
The auditors of the financial statements for 2023 were William Buck Audit (NZ) Limited (2022: William Buck
Audit (NZ) Limited).
Income tax expense/(benefit) calculated at 28%
Lease interest
The auditors of the Wine Standard Management Plan for 2023 were Quality Auditing Specialists Limited
(2022: Quality Auditing Specialists Limited).
AFC Group Holdings Limited Annual Report 2023
Page 39

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
4. INCOME TAX EXPENSE (continued)
4.2 Deferred tax assets and liabilities
20232022
NZ$NZ$
Deferred tax assets/(liabilities) arising from the following:
Unused tax losses
1,462,472 1,383,881
Provisions and accruals
99,173 107,235
Property, plant and equipment
23,039
46,190
Right of use assets and lease liabilities
1,640 470
Tax benefits not recognised
(1,586,324)
(1,537,776)
Deferred tax assets as at 31 March
-
-
Movements
Balance
as at
31 March
NZ$
NZ$
Unused tax losses
228,599
1,383,881
Provisions and accruals
(15,420)
107,235
Property, plant and equipment
889
46,190
Right of use assets and lease liabilities
(8,346)
470
Deferred tax not recognised
(205,722)
(1,537,776)
-
-
Unused tax losses
78,591
1,462,472
Provisions and accruals
(8,062)
99,173
Property, plant and equipment
(23,151)
23,039
Right of use assets and lease liabilities
1,170
1,640
Deferred tax not recognised
(48,548)
(1,586,324)
-
-
The Group has not recognised the deferred tax asset of $1,586,324 on its Statement of Financial Position as
at reporting date as the Group has determined that the utilisation of deferred tax assets is not probable. In
deciding whether to recognise the deferred tax assets, the Group also considers whether it is likely that
sufficient and suitable taxable profits will be available in the future against which the reversal of temporary
differences can be deducted.
Losses can be carried forward indefinitely under New Zealand tax law (assuming shareholder continuity
requirements are met and approval of the Inland Revenue Department is obtained).
The above amounts are tax effected balances. Obtaining the benefits of the deferred tax assets is dependent
upon deriving sufficient assessable income and the Group have assessed that there will not be sufficient
taxable income with which to utilise the asset based on the forecasts provided.
31 March 2022
Opening Balance
NZ$
1,155,282
122,655
45,301
8,816
(1,332,054)
-
1 April
31 March 2023
1,383,881
107,235
46,190
470
(1,537,776)
-
AFC Group Holdings Limited Annual Report 2023
Page 

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
5.
EARNINGS PER SHAR
E
20232022
NZ$ NZ$
Basic earnings per share
Profit/(Loss) after taxation attributable to equity holders of the parent
(145,171)(410,219)
3,664,253,194 3,664,253,194
Basic and Diluted Earning per share in NZ$(0.00004)(0.00011)
6.
AUTHORISED AND ISSUED SHARE CAPITAL
6.1
Ordinary shares
Shares
IssuedGroup
No.NZ$
Balance at 1 April 2021
3,664,253,194 28,679,577
Movement for 2022 financial
year
Ordinary shares authorised and issued
-
-
Ordinar
y shares on issue at 31 March 2022
3,664,253,194 28,679,577
Treasury shares
(37,082)(74)
3,664,216,112 28,679,503
Balance at 1 April 2022
3,664,253,194 28,679,577
Movement for 2023 financial year
Ordinary shares authorised and issued
-
-
Ordinar
y shares on issue at 31 March 2023
3,664,253,194 28,679,577
Treasury shares
(37,082)(74)
3,664,216,112 28,679,503
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.
Ordinary shares on issue at 31 March 2023 excluding
treasury shares
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
Ordinary shares on issue at 31 March 2022 excluding
treasury shares
31 March 2022
31 March 2023
AFC Group Holdings Limited Annual Report 2023
Page 1

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
6. AUTHORISED AND ISSUED SHARE CAPITAL (continued)
6.2Warrants
6.3Dividend
7.
NON-CONTROLLING INTEREST
AFC Biotechnology Manufacture Co Limited
AFC Longview Limited
Both entities are incorporated and domiciled in New Zealand.
There are non-controlling interests in AFC Biotechnology Manufacture Co Limited and AFC Longview Limited.
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 2023 year (2022: $nil).
No dividends have been declared or paid for the year ended 31 March 2023 (2022: $nil).
AFC Biotechnology Manufacture Co Limited was incorporated in July 2016 with 100 ordinary shares issued at
$10,000 for each share. For the FY2023 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).
On 26 February 2016 AFC Longview Limited was recapitalised by the issue of 2,399,999 shares of $1 each
for cash. 1,223,999 shares were subscribed by AFC Group Holdings Limited (51% shareholding) and NZ
Silveray Group Limited (a non-controlling interest) subscribed to the remaining 1,176,000 shares (49%
shareholding).
AFC Group Holdings Limited Annual Report 2023
Page 42

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
7.
NON-CONTROLLING INTEREST (continued)
202220232022
NZ$NZ$NZ$
Summarised statement of financial position
Current assets
81,162 245,709 306,870
Current liabilities
1,689,552 1,263,983 1,697,094
Current net assets/(liabilities)
(1,608,390) (1,018,274) (1,390,224)
Non-current assets
25,734 1,383,203 1,398,309
Non-current liabilities
19,000 34,400
15,400
Non-current net assets
6,734
1,348,803 1,382,909
Net assets
(1,601,656) 330,528 (7,315)
(784,811) 161,959 (3,584)
Summarised statement of comprehensive income
Revenue
79,463 1,026,626 335,560
Loss for the yea
r
(475,125) 337,842 (194,684)
Other comprehensive income
-
- -
Total comprehensive loss
(475,125) 337,842 (194,684)
(232,811) 165,543 (95,395)
Summarised cash flows
Cash flows from operating activities
(141,136) 555,647 (115,555)
Cash flows from investing activities
-
(1,316)(2,577)
Cash flows from financing activities
152,056 (554,376) 120,414
10,920 (45)
2,282
(405,699)
-
(405,699)
Loss allocated to non-controlling
interest
AFC Longview Limited
2023
NZ$
90,447
2,090,673
(2,000,226)
11,317
(2,007,355)
Net Assets attributed to non-
controlling interest
(983,604)
(7,130)
48,816
18,447
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.
(365,247)
(1,804)
370,584
Net increase/(decrease) in cash
and cash equivalents
3,533
(198,793)
AFC Biotechnology Manufacture
AFC Group Holdings Limited Annual Report 2023
Page 43

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
7.
NON-CONTROLLING INTEREST (continued)
AFC Longview Limited
165,543 172,299
AFC Biotechnology Manufacture Co Limited
(198,793)(206,907)
(33,250)(34,607)
AFC Longview Limited (95,395)(99,289)
AFC Biotechnology Manufacture Co Limited (232,811)(242,314)
(328,206)(341,603)
20232022
NZ$NZ$
AFC Longview Limited
Opening Balance
(3,583)
91,812
Loss and total comprehensive loss attributed to non-controlling interest
165,543
(95,395)
161,960 (3,583)
AFC Biotechnology Manufacture Co Limited
Opening Balance
(762,330)(529,519)
Loss and total comprehensive loss attributed to non-controlling interest
(198,793)(232,811)
(961,123)(762,330)
Total effect of non-controlling interest
(799,163)(765,913)
8. CASH AND CASH EQUIVALENT
S
20232022
NZ$NZ$
Cash at bank and on hand
4,963 14,451
Total cash and cash equivalents
4,963 14,451
337,842
(405,699)
(67,857)
31 March 2022
(194,684)
(475,125)
(669,809)
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.
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 2023
AFC Group Holdings Limited Annual Report 2023
Page 44

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
9. TRADE, OTHER AND RELATED PARTY RECEIVABLES
20232022
Note
NZ$NZ$
Trade receivables - third parties
8,230 6,849
Trade receivables - related parties
19
2,624 2,100
10
,854 8,949
Allowance for impairment losses(8)(6)
Total trade and related party receivables
10,846
8,943
Analysis of trade and related party receivable
s
Current
3,780 361
Past due 0-30
4,320 49
Past due 31-90
580 4,032
Past due more than 90
2,174 4,507
10,854 8,949
2023
2022
NZ$NZ$
Movement in the allowance for impairment losses
Opening Balance 1 April
6 182
Reversal of prior year provision
(6)
(182)
8 6
8 6
Prepayment of expenses
73,558 43,535
Taxation receivable
(4,315)
182
GST receivable
5,288
69,243
49,005
Charge for the financial year
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.
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.
Prepayment of inventory is required to secure the production of specific inventory items produced to the
Group's specification.
Closing Balance 31 March
AFC Group Holdings Limited Annual Report 2023
Page 45

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
10. PREPAYMENTS AND OTHER CURRENT ASSETS
20232022
NZ$NZ$
Advances to suppliers
-
-
Prepayment of expenses
73,558 43,535
Taxation receivable
(4,315)
182
GST receivable
5,288
69,243 49,005
11.
INVENTORIES
20232022
NZ$NZ$
Work in progress
158,534 123,509
Finished goods
413,454 502,573
Provision for inventory
(257,263)(273,920)
Total Inventories
314,725 352,162
20232022
NZ$NZ$
Provision for closing stock
(273,920)(335,809)
-
-
16,658 61,889
(257,263)
(273,920)
Prepayment of inventory is required to secure the production of specific inventory items produced to the
Group's specification.
Released to profit and loss
Closing provision for closing stock
Inventory of $257,263 has been expensed and written down to net realisable value/lower of cost (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.
The fair value of agricultural produce as at the point of harvest was $4,490 (2022: $6,725).
Opening provision for inventory
Reversal of opening provision for inventory
AFC Group Holdings Limited Annual Report 2023
Page 46

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
12.
PROPERTY, PLANT AND EQUIPMENT
Land Buildings
Land
Improve
ment
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 2022
Cost
Cost as at 1 April 2021
320,000 905,200 50,000 322,108 71,469 28,756 156,820 80,000
1,934,352
Additions
-
- - -
- 4,403- -
4,403
Disposal
-
- - -
-
-
- -
-
Impairment
-
- - -
-
- (52,604)
-
(52,604)
Written off
-
- - -
-
-
- -
-
Cost as at 31 March 2022
320,000
905,200 50,000 322,108 71,469 33,159 104,215 80,000
1,886,151
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) (4,062)
(33,670)
Disposal
-
-
-- -
-
- -
-
- -
- - -
- 25,012-
25,012
-
(13,383)
-
(236,847) (57,477) (28,733) (88,626) (29,888)(454,954)
Carrying Amount
Cost
320,000 905,200 50,000 322,108 71,469 33,159 104,215 80,000 1,886,151
-
(13,383)
-
(236,847) (57,477) (28,733) (88,626) (29,888)
(454,954)
320,000 891,817 50,000 85,261 13,992 4,426 15,589 50,112
1,431,194
Year ended 31 March 2023
Cost
Cost as at 1 April 2022
320,000 905,200 50,000 322,108 71,469 33,159 104,215 80,000
1,886,151
Additions
-
- - 1,315 - - 1,804
-
3,120
Disposal
-
- -
-
- - - -
-
Impairment
-
- - (10,640)
-
(13,999) (74,897)
-
(99,537)
-
- - (8,834) 4,666
-1,325-
(2,844)
Written off
-
- - -
-
-
- -
-
Cost as at 31 March 2023
320,000
905,200 50,000 303,949 76,135 19,159 32,447 80,000
1,786,891
Accumulated Depreciation
-
(13,383)
-
(236,847) (57,477) (28,733) (88,626) (29,888)
(454,954)
-
(2,023)
-
(9,874) (1,556) (2,029) (3,197) (3,758)
(22,437)
-
-
-
-
-
- -
-
-
-
928
- 8,599
(7,010)
-325-
2,841
-
-
8,378- 13,63262,798-
84,808
-
(14,477)
-
(229,744) (66,043) (17,130) (28,700) (33,647)(389,742)
Carrying Amount
Cost
320,000 905,200 50,000 303,949 76,135 19,159 32,447 80,000 1,786,890
-
(14,477)
-
(229,744) (66,043) (17,130) (28,700) (33,647)
(389,742)
320,000 890,723 50,000 74,204 10,092 2,029 3,747 46,353
1,397,148
Prior period correction
Bearer plants consist of grape vines on our vineyards here in New Zealand. As at 31 March 2023, the Group had grape vines planted on
4.22 productive hectares of land (2022: 4.22 hectares).
Accumulated Depreciation
at 1 April 2021
Accumulated
Depreciation at 31 March
Accumulated Depreciation
Carrying Amount 31
March 2022
Depreciation charge for the
year
Accumulated Depreciation
Carrying Amount 31
March 2023
Accumulated Depreciation
at 1 April 2022
Depreciation charge for the
year
Accumulated
Depreciation at 31 March
Impairment
Disposal
Impairment
Prior period correction
AFC Group Holdings Limited Annual Report 2023
Page 

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
13. RIGHT-OF-USE ASSETS
13.1 Right-of-use assets
Year ended 31 March 2022
BuildingsForkliftTotal
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
Year ended 31 March 2023
BuildingsForkliftTotal
At 1 April 2022
6,334
3,218 9,553
Termination of lease
-
(2,816)(2,816)
Addition of lease
121,982
-121,982
Depreciation
(43,607)
(402)(44,009)
At 31 March 2023
84,710
-84,710
13.2
Lease liabilities
Year ended 31 March 2022
BuildingsForkliftTotal
At 1 April 2021
517,178
8,770
525,948
Lease interest
30,754
787 31,541
Lease payments
(190,476)
(5,833)(196,309)
Effect of modification to lease terms
(349,946)
-
(349,946)
At 31 March 2022
7,509
3,724
11,234
Lease liabilities
Current lease liabilities
7,509
3,724 11,234
Non-current lease liabilities
-
- -
Total lease liabilities
7,509
3,724
11,234
Year ended 31 March 2023
BuildingsForkliftTotal
At 1 April 2022
7,509
3,724 11,234
Termination of lease
(3,578)
(3,578)
Addition of lease liabilities
121,982
-121,982
Lease interest
10,326
-10,326
Lease payments
(49,251)
(146)(49,397)
Effect of modification to lease terms
-
- -
At 31 March 2023
90,566
-90,567
Lease liabilities
Current lease liabilities
35,110
-35,110
Non-current lease liabilities
55,457
-55,457
Total lease liabilities
90,567
-90,567
The
group leases a property in New Zealand. The periodic rent is fixed over the lease term for the property
lease.
AFC Group Holdings Limited Annual Report 2023
Page 48

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
13. RIGHT-OF-USE ASSETS (continued)
Short-term leases and leases for low value assets
20232022
NZ$NZ$
Lease of eftpos equipment
811 825
14.
BIOLOGICAL ASSET
S
Biological assets comprise the grape fruit bunches growing on the grape vines.
20232022
Carrying value of biological assets
NZ$NZ$
- -
Movements in Period
Additions at fair value
4,490 6,725
Transfer of harvested fresh fruit bunches to inventory
(4,490)(6,725)
- -
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:
Balance as at 31 March
Opening Balance
TheCompanygrowsgrapestouseintheproductionofwine,aspartofnormaloperations.Vineyardsare
located in Whangarei, New Zealand. Grapes are harvested between February and March each year.
Duringtheyearended31March2023,theGroupharvestedgrapesequalto1,354litresofwine(2022:2,050
litres).TheCompanydidnotpurchaseanywinefromindependentthirdpartygrowers(2022:$nil).The
grapesharvestedareadjustedtofairvalueatthepointofharvestandanyadjustmenttobringthecostof
sales to fair value is recognised in inventory and cost of sales.

TheGroupisexposedtofinancialrisksinrespectofagriculturalactivity.Theagriculturalactivityofthe
Companyconsistsofthemanagementofvineyardstoproducegrapesforuseintheproductionofwine.The
primaryfinancialriskassociatedwiththisactivityoccursduetothelengthoftimebetweenexpendingcashon
thepurchaseorplantingandmaintenanceofgrapevinesandonharvestinggrapes,andultimatelyreceiving
cashfromthe
saleofwinetothirdparties.TheCompany'sstrategytomanagethisfinancialriskistoactively
reviewandmanageitsworkingcapitalrequirements.The
qualityandquantityofthegrapeharvestis
dependent on seasonal climatic factors such as rainfall, sunshine and temperature, including frosts.
Refer to the segment reporting disclosure in note 23 for details on the vineyard and winery.
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.
AFC Group Holdings Limited Annual Report 2023
Page 49

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
15. INTANGIBLE ASSETS
TrademarksTotal
NZ$NZ$
Year ended 31 March 2022
Cost
Cost as at 1 April 2021
1,500
1,500
Additions
-
-
Cost as at 31 March 2022
1,500 1,500
Accumulated Amortisation
(642)
(642)
(150)(150)
(792)(792)
Carrying Amount
Cost
1,500
1,500
(792)
(792)
708 708
Year ended 31 March 2023
Cost
Cost as at 1 April 2022
1,500
1,500
Additions
-
-
Cost as at 31 March 2022
1,500 1,500
Accumulated Amortisation
(792)
(792)
(150)(150)
(942)(942)
Carrying Amount
Cost
1,500
1,500
(942)
(942)
558 558
Carrying Amount 31 March
2022
The
amortisation charge of $150 (2022: $150) is recognised under administration expenses in the Statement
of Comprehensive Income.
Accumulated amortisation at 1
April 2022
Accumulated amortisation
Accumulated amortisation at 1
April 2021
Accumulated amortisation
as at 31 March 2022
Amortisation for the year
Accumulated amortisation
as at 31 March 2023
Amortisation for the year
Accumulated amortisation
Carrying Amount 31 March
2023
AFC Group Holdings Limited Annual Report 2023
Page 50

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
16. TRADE, OTHER AND RELATED PARTY PAYABLES
2023
2022
NoteNZ$NZ$
Trade creditors
61,924
139,620
Accruals
124,469 125,534
Related party payables
19
1,082,531 968,153
Other payables
25,643 15,185
GST payable
39,182
1,333,748
1,248,492
17. BORROWINGS
20232022
$$
Small business cashflow loan
81,847 53,400
Other(Insurance expense financing)
1,562 -
83,409 53,400
Current
1,562 -
Non-current: Between one and five year
s
81,847 53,400
83,409 53,400
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. The Small business cashflow loans 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 received loans of $53,400 on 8 September 2020 and $29,000 on 7 June 2022
with the final repayment date being five years after the receipt. The loans are 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 2023
Page 

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
18.
NET CASH OUTFLOW FROM OPERATING ACTIVITIES
The reconciliation of net profit / (loss) with cash outflow from operations is as follows:
20232022
Note
NZ$NZ$
Loss before taxation
(178,421)(738,425)
Adjustment for non cash items
Amortisation and impairment of intangible assets15
150 150
Depreciation of property, plant and equipment
12
22,437
33,671
Depreciation of right-of-use assets
13
44,009 166,470
Impairment of property, plant and equipment12
14,729 27,592
Revaluation adjustment on inventory
113,398
170,205
7,958 6,135
Loss/(gain) on disposal of property, plant and equipment
-
-
Property, plant and equipment written off
-
-
Provision for closing stock
(16,658)(61,889)
Gain on lease modification
-
(31,506)
Adjustment for movements in working capital items
Trade and other receivables
(1,379)
46,925
Inventories
(59,303)
31,396
Prepayments and other current assets
(20,238)
27,832
Related party receivable
(524)
125,914
Trade and other payables
(29,124)
53,084
Related party payables
164,629
16,619
Net cash outflow from operating activities
61,663
(125,827)
19. RELATED PARTIE
S
Related Parties:
Anhui Asin International Trade Co. Ltd
Australasian International Group LimitedCompany associated to company's major shareholder, Mr Yang
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
Guangdong Farmside International Trading Co.
Limited
Company associated to company's major shareholder, Mr Yang
Xia
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
Bo Xian CaoDirector of company and subsidiary
E Way Holdings Group LimitedCompany associated with director, Mr Bo Xian Cao
Guangdong Sanjiang Industry Development Limited Company associated to company's major shareholder, Mr Yang
Xi
AFC Group Holdings Limited Annual Report 2023
Page 

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
19. RELATED PARTIES (continued)
Related Parties (continued):
Suncare Nutrition (NZ)

Jianfeng Chen
Related party balances
The following balances were held with related parties at year end.
31 March31 March
20232022
$$
Related Party Receivables
2,174 -
450 -
Sale of products - 2,100
2,624 2,100
Company associated with director, Mr Bo Xian Cao
Director of company
Oceania Traceability Technology Limited
Super Life NZ Ltd
Company associated to company's major shareholder, Mr Yang
Xi
NZ Guangdong Business Development Corporation
Limited
Company associated with director, Mr Bo Xian Cao
Company's major shareholder
Qiang Li
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.
Shuang XiaDirector of subsidiary, director of NZ Silveray Group Limited
Hefei Ge Lun Bu E-commerce Co., Ltd
Nature of Transactions
Guangdong Farmside International Trading Co.
Limited
Payment on behalf of
Farmside
Zilei WangDirector of company
Foshan Shunde Amante Trading Co., LimitedCompany associated with senior employee, Kelly Hu
KWXS Trading LimitedCompany associated with director of subsidiary, Shuang Xia
NZ Silveray Group 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
Hao Long
Hefei Ge Lun Bu E-commerce Co., LtdCompany associated to company's major shareholder, Mr Yang
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
Company associated to company's major shareholder, Mr Yang
Xia
Company associated with director, Mr Bo Xian Cao
Company associated with shareholder of company, Lin Fang
New Zealand Asia-Pacific Cultural Exchange Centre
Limited
Tongqu Trading Group Limited
Company associated with director, Mr Jianfeng Chen
Company associated with director, Mr Qiang Li
Sale of products Ex space limited
Yang XiaDirector of company and subsidiary
Guangdong Silver Fern Network Technology Co. Company associated to company's major shareholder, Mr Yang
Guangdong Yinrui Investment & Management Company associated to company's major shareholder, Mr Yang
Company associated with director, Mr Zilei Wang
Ex space limited
Director of company
AFC Group Holdings Limited Annual Report 2023
Page 

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
19. RELATED PARTIES (continued)
31 March31 March
20232022
$$
Related Party Payables
Anhui Asin International Trade Co. Ltd
52,945 50,036
Anhui Asin International Trade Co. Ltd
34,640 34,640
Australasian International Group Limited
119,298 103,679
E Way Holdings Group Limited
Management Fees
- 4,696
E Way Holdings Group Limited
10,726 101,569
54,387 26,553
60,000 -
Hao Long
70,429 108,494
12,075 18,113
15,392 3,833
NZ Silveray Group Limited
- 38,372
NZ Silveray Group Limited
556,827 478,169
91,304 -
4,509 -
1,082,531
968,153
Purchases of goods
Guangdong Farmside International Trading Co.
Limited
Purchase of goods and
services
New Zealand National Trade LimitedDirector fees
Management fees
Howard & Co Consulting and Advisory Services
Limited
Management fees & salary
Advance
Advance
Advance
Nature of Transactions
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, sales incentive, 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.
The amount $91,304 was accrued wine sales incentive to Ex Space Limited and will be paid once sales target
achieved.
Australasian International Group Limited and NZ Silveray Group Limited have agreed that they will not be calling
upon the group for the repayment of the above payables balances as at 31 March 2023 for a period of at least 12
months from the date of signing the 31 March 2023 financial statements, or to such a point in time as the group
has the liquidity to settle these liabilities.
Guangdong Farmside International Trading Co.
Limited
Advance
Ex Space Limited
Suncare Nutrition (NZ)
Sales incentive
Advances
Storage fee
Purchases of goods
AFC Group Holdings Limited Annual Report 2023
Page 54

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
19. RELATED PARTIES (continued)
Year ended Year ended
31 March
2023
31 March
2022
Related party transactions
$$
Sales of products or services provided to the following:
E Way Holdings Group Limited
79,017 3,099
NZ Silveray Group Limited
596,413 10,000
Howard & Co Consulting and Advisory Services Limited 448 -
Guangdong Farmside International Trading Co., Ltd
- 200,131
Ex space limited
243,878 -
- 41,879
New Zealand Fantasy Angel Biotechnology Limited
- 668
New Zealand Guangdong General Association of Commerce Inc.
536 3,544
920,292
259,322
Expenses repaid/recharged on behalf of the related party:
Guangdong Farmside International Trading Co. Limited
2,174 -
2,174 -
13,440
-
91,304
-
Guangdong Farmside International Trading Co., Ltd 25,000
-
Suncare Nutrition (NZ)14,376
-
-
583
98,125 35,000
4,375 10,500
- 10,000
Tongqu Trading Group Limited
- 4,083
246,620 60,167
Interest paid or credited on related party balances:
E Way Holdings Group Limited
5,618 8,457
Hao Long
3,490 4,645
NZ Silveray Group Limited - on advances
40,501 40,325
49,609 53,427
Key Management Personnel
MarchMarch
20232022
$$
Salaries and other short-term benefits
226,959 259,605
Directors' fees
4,375 14,875
231,334
274,480
Australasian International Group Limited
New Zealand National Trade Limited
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:
NZ Silveray Group Limited
Foshan Shunde Amante Trading Co., Limited
Howard & Co Consulting and Advisory Services Limited
E Way Holdings Group Limited
Purchases from the following for services or products provided:
Ex space limited
AFC Group Holdings Limited Annual Report 2023
Page 55

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
20. COMMITMENTS
The Group has no capital commitments as at 31 March 2023 (2022: $nil).
21.
FINANCIAL INSTRUMENTS
Cate
gories of financial assets and liabilities
Financial
assets at
amortised
cost
Financial
liabilities at
amortised cost
Total
NZ$NZ$NZ$
Financial Assets:
Cash and cash equivalents
4,963
-4,963
Trade and related party receivables
10,846
-10,846
Total financial assets
15,809
-15,809
Financial liabilities:
Trade and other payables
-
1,294,566 1,294,566
Borrowings
-
83,40983,409
Lease liabilities
-
90,56790,567
Total financial liabilities
-1,468,542
1,468,542
Financial Assets:
Cash and cash equivalents
14,451
-14,451
Trade and related party receivables
8,943
-8,943
Total financial assets
23,394
-23,394
Financial liabilities:
Trade and other payables
-1,243,705
1,243,705
Borrowings
53,400
53,400
Lease liabilities
-11,23411,234
Total financial liabilities
-1,308,339
1,308,339
The specific financial risks that the Group is exposed to are discussed below.
The use of financial instruments exposes the Group to credit, interest rate and liquidity risks. The Group's
overall risk management programme seeks to minimise potential adverse effects on the Group's financial
performance.
31 March 2022
The fair value of the financial instruments of the Group approximates their carrying value.
The carrying amounts presented in the statement of financial position relate to the following categories of
assets and liabilities:
31 March 2023
AFC Group Holdings Limited Annual Report 2023
Page 56

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
21. FINANCIAL INSTRUMENTS (continued)
Capital mana
gement
Credit risk
The values in the statement of financial position are also the maximum credit risk exposure.
Credit risk concentration profile
Exposure to credit risk
The exposure of credit risk for trade and other receivables by geographical region is as follows:
20232022
NZ$NZ$
China
-2,100

10,846 6,843
Total trade and related party receivables
10,846 8,943
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 concentrations of credit risk relate to two balances owing as at balance date. One (1) amount is
owing from a customer which constituted approximately 76% of its total trade receivables as at the end of the
reporting period and balance is owing by one (2) related party customer which constitutes the remaining 24%
of total trade receivables as at the end of the report period. (2022: 23% of the total trade receivables and
related party receivables related to one of the Groups' related party customers).
New Zealand
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 $374,469 (2022: $552,890). The related party advances of $732,622 (2022:
$722,872 ) 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.
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 2023
Page 

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
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:
20232022
NZ$NZ$
Not past due
3,780 361
Past due 0-30
4,320 49
Past due 31-90
572 4,026
Past due more than 90
2,174 4,507
Total trade and related party receivables
10,846
8,943
Expected credit loss assessment as at 1 April 2022 and 31 March 2023
Interest rate risk
Liquidity risk
Interest rate risk is where the risk of loss to the Group from adverse changes in interest rates. The Group
exposure to interest rate changes that can affect the performance of the operation relates primarily to
changes in fixed rates at the time term loans are renegotiated.
The Group 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 $8 (2022: $6)
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 2021 and 2022 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.
Liquidity risk arises mainly from general funding and business activities. The Group practices prudent risk
management by maintaining sufficient cash balances and the availabilityof 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. 37% (2022: 25%) of the receivables
that are past due relate to amounts owing by one (2) related party and the balance of 63% of the receivables
that are past due relate to one customer.
AFC Group Holdings Limited Annual Report 2023
Page 58

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
21. FINANCIAL INSTRUMENTS (continued)
Liquidit
y risk (continued)
0 to 6
months
7 to 12
months
1 to 2
years
Over 2
years
Total
NZ $NZ $NZ $NZ $NZ $
188,129 1,162
-22,744
212,035
Related party payables
1,070,456 5,031 7,044
-1,082,531
Borrowings
1,561
-52,84729,00083,409
Lease liabilities
14,627
25,363
50,578-90,567
1,274,773
31,556 110,469 51,744 1,468,542
230,933 23,349
857 20,414
275,554
Related party payables
968,151
-
-
-
968,151
Borrowings
53,400
-
-
- 53,400
Lease liabilities
11,234
-
-
- 11,234
1,263,718
23,349
857
20,414 1,308,338
Interest rate risk profile
At the reporting date the interest rate profile of interest-bearing financial instruments was:
20232022
NZ$NZ$
Fixed interest instruments
Financial assets
- -
Financial liabilities
(811,957)(752,865)
Total
(811,957)(752,865)
The Financial assets and liabilities are fixed for various terms.
Fair value of financial assets and liabilities
Trade creditors and other
payables
2023
Financial 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 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.
2022
Financial Liabilities
Trade creditors and other
payables
The following table sets out the maturity profile of the financial liabilities as at the end of the reporting period
based on contractual undiscounted cash flows (including interest payment computed using contractual rates
or, if floating, based on the rate at the end of the reporting period):
AFC Group Holdings Limited Annual Report 2023
Page 59

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
22. INVESTMENT IN SUBSIDIARIES
Name of subsidiary
Principal activity
20232022
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
Vineyard and winery
Manufacturing
AFC Biotechnology Manufacture Co Limited which manufactures cosmetic face masks.
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 GoGlobal Ecommerce Limited Non-Trading
AFC Education Investment Limited Non-Trading
Source and distribute
goods to China
AFC Longview Limited, a vineyard and winery based in Whangarei which produces and sells a number of
varietals and blends of wine.
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.
AFC Biotechnology Manufacture Co Limited Manufacturing
AFC Longview Limited
AFC International Trading Group Limited
Ownership interest and voting
rights
AFC Group Holdings Limited Annual Report 2023
Page 

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
23. SEGMENT REPORTING (continued)
Corporate
Year ended 31 March 2023
Vineyard and
winery Corporate
Manufacturin
g
Eliminations
and adjustments
Year ended 31
March
NZ$NZ$NZ$NZ$NZ$
Operating Income
Operating Revenue
1,026,626
-48,816-1,075,442
Other Revenue
18,918
253,086 (637)
(240,000)
31,367
Interest Income
1
275,044 14
(275,043)16
Gain on Lease Modification
-
- -
- -
Total Revenue
1,045,545
528,130 48,193 (515,043) 1,106,825
Cost of sales
262,079
-60,526-322,605
Operating Expenses
Interest
99,840
68,430 168,649 (275,043) 61,876
-8,050
6,829 14,879
16,422
43,449
6,576 66,446
329,362 518,765 211,312 (240,000) 819,440
445,624 638,694 393,366 (515,043) 962,641
337,842 (110,564) (405,699)
-
(178,421)
Assets
Segment assets
1,628,912 6,188,221 101,765 (6,036,705) 1,882,193
Capital Expenditure
-
-
- - -
Segment Liabilities
1,298,384
1,402,925 2,109,120 (3,302,705) 1,507,724
The Group's taxation has not been allocated to segments and is included centrally. Financing has been
allocated to segments.
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.
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 2023 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 2023 financial year.
Depreciation
Total operating
expenses
Other expenses
Segment profit/ (loss)
before tax
AFC Group Holdings Limited Annual Report 2023
Page 

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
23. SEGMENT REPORTING (continued)
Year ended 31 March 2022
Vineyard and
winery Corporate
Manufacturin
g
Eliminations
and adjustments
Year ended 31
March 2022
NZ$NZ$NZ$NZ$NZ$
Operating Income
Operating Revenue
335,560
-79,463-415,023
Other Revenue
94,472
511,224
35,392
(395,468)245,620
Interest Income
-
264,7682
(264,768)2
Gain on Lease Modification
-
21,458
10,048
-31,506
Total Revenue
430,032
797,450 124,905 (660,236) 692,151
Cost of sales
255,014 1,394 164,804 (37,241) 383,971
Operating Expenses
Interest
134,477
82,771 135,183
(264,769)
87,662
-27,742-
27,742
18,440
128,330
53,371 200,141
216,785
625,828
246,673 (358,226) 731,060
369,702 864,671 435,227 (622,995) 1,046,605
(194,684) (68,615) (475,126)
-
(738,425)
Assets
Segment assets
1,705,179 6,340,012 106,896 (6,286,071) 1,866,016
Capital expenditure
-
-
- - -
Segment liabilities
1,712,494
1,444,150 1,708,552 (3,552,071) 1,313,125
20232022
NZ$ NZ$
(178,421)(738,425)
-
-
(178,421)(738,425)
1,882,193 1,866,016
-
-
1,882,193 1,866,016
1,507,724 1,313,126
-
-
1,507,724 1,313,126
Segment profit/(loss) before
tax
Total operating 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
Impairment losses
Depreciation
Total assets for operating segments
Add: deferred tax asset
Position
Profit / (loss) before tax for operating segments
Total liabilities for operating segments
Adjustments
Position
Other expenses
AFC Group Holdings Limited Annual Report 2023
Page 62

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
23. SEGMENT REPORTING (continued)
Geographical segments
Vineyard and
winery Corporate
Manufacturin
g
Eliminations
and adjustments Total
NZ$NZ$NZ$NZ$NZ$
China
589,100
-
-
-
589,100
New Zealand
437,526
-48,816-486,342
Operating Revenue
1,026,626
-48,816-1,075,442
China
223,976
-19,027-243,003
New Zealand
111,584
-60,436-172,020
Operating Revenue
335,560
-79,463-415,023
All operations, assets, and liabilities were domiciled within New Zealand.
24.
NET TANGIBLE ASSETS PER SHARE
20232022
NZ$NZ$
Total assets
1,882,193 1,866,016
Less right-of-use assets
84,710 9,553
Less intangible assets
558 708
Tangible assets
1,796,925
1,855,755
Less total liabilities
1,507,724 1,313,126
Add lease liabilities
90,567 11,234
Net tangible assets
379,768
553,863
Number of ordinary shares on issue
3,664,253,194 3,664,253,194
Net tangible assets / liabilities per share in NZ$
0.0001 0.0002
31 March 2022
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 five related party customers of the Group's international marketing,
vineyard and manufacturing segments represented 86% (2022: 59%) of the Group's total operating revenue.
31 March 2023
AFC Group Holdings Limited Annual Report 2023
Page 63

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
25. CONTINGENT LIABILITIES
The Group has no contingent liabilities at 31 March 2023 (2022: Nil).
26. EVENTS AFTER THE REPORTING PERIOD
The Group has no events after the reporting period that need to be disclosed.
AFC Group Holdings Limited Annual Report 2023
Page 64

Auckland | Level 4, 21 Queen Street, Auckland 1010, New Zealand
Tauranga | 145 Seventeenth Ave, Tauranga 3112, New Zealand
+64 9 366 5000
+64 7 927 1234
info@williambuck.co.nz
www.williambuck.com
William Buck is an association of firms, each trading under the name of William Buck
across Australia and New Zealand with affiliated offices worldwide.
*William Buck (NZ) Limited and William Buck Audit (NZ) Limited
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 2023, 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 2023, and of its consolidated financial performance and its consolidated
cash flows for the year then ended in accordance with New Zealand equivalents to International Financial Reporting
Standards (NZ IFRS).
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the
Consolidated Financial Statements section of our report. We are independent of the Group in accordance with
Professional and Ethical Standard 1 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 its
subsidiaries.
Material Uncertainty Related to Going Concern
We draw attention to Note 1.6 in the consolidated financial statements, which indicates that the Group incurred a net
loss of $178,421 during the year ended 31 March 2023 and, as of that date, the Group’s current liabilities exceeded its
current assets by $970,643. As stated in Note 1.6. these events or conditions, along with other matters as set forth in
Note 1.6, 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.

| 66
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined
the matters described below to be the key audit matters to be determined in our report.
Area of focus How our audit addressed it
Inventory
The Group holds inventory of work in progress and
finished goods with a net book value of $314,725 as
disclosed in Note 11. This represents 17% of total
assets.
The valuation of these assets has a direct impact on the
Comprehensive Income of the Group which is the
reason why we have given specific audit focus and
attention to this area.
Our audit procedures included:
— Understanding the system of processing inventory transactions
— Attended physical inventory counts on or around balance date
— Completed 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
— Ensured appropriate disclosure has been included in the financial
statements
Property, Plant & Equipment
The Group owns property, plant & equipment with a net
book value of $1,397,148 as disclosed in Note 12. This
represents 74% of total assets.
The valuation of these assets has a significant impact on
the equity of the Group which is the reason why we
have given specific audit focus and attention to this
area.
Our audit procedures included:
— Understanding the recording process for tracking fixed assets
— Selected a sample of fixed assets and ensured the assets
existed, were in good order and remained in operational use
— Reviewed the process for assessing asset impairment and
ensured any impaired assets were appropriately provided for
— Reviewed recent valuations for land and building assets to ensure
there is no evidence of impairment in value
— Reviewed depreciation rates and calculations
— Ensured appropriate disclosure has been included in the financial
statements

| 
Directors’ Responsibilities
The directors are responsible on behalf of the Group 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 Michael Wood.
Restriction on Distribution and Use
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that we
might state to the Company’s shareholders those matters which we are required to state to them in an auditor’s report
and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone
other than the Company and the Company’s shareholders, as a body, for our audit work, for this report or for the
opinions we have formed.
William Buck Audit (NZ) Limited
Auckland
26 June 2023

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%
466.66%58,9180.00%
9714.04%330,1540.01%
9914.33%722,9120.02%
23333.72%5,432,4980.15%
426.08%2,854,8630.08%
699.99%12,930,0370.35%
243.47%16,653,9930.45%
8111.72% 3,625,269,81998.94%
691100.00% 3,664,253,194100.00%
67597.68% 3,660,764,58199.90%
Other162.32%3,488,6130.10%
691100.00% 3,664,253,194100.00%
10,000 - 49,999
New Zealand
Geographic Spread
500,000 – 1,000,000
100,000 – 499,999
50,000 - 99,999
1,000,000 – plus
5,000 - 9,999
The company is listed on the Alternative Market of the New Zealand Exchange (NZX).
Shareholder
2,000 - 4,999
1 - 1,999
Size of Holding
Largest Shareholders (As at 31 May 2023)
Spread of Shareholders (as at 31 May 2023)
AFC Group Holdings Limited Annual Report 2023
Page 68

AFC GROUP HOLDINGS LIMITED
SHAREHOLDER AND STATUTORY INFORMATION (continued)
Ordinary
Shares
Beneficially
Held
Ordinary
Shares
Beneficially
Held
% Held% Held
2023202220232022
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
13-Apr-15
-
29-Mar-21
-
16-Sep-22
-
Jianfeng Chen
25-Oct-22-
Independent directors
06-Jun-16
-
Qiang Li01-Apr-18
25-Oct-22
Zilei Wang16-May-18
-
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.
Jingwei Ma
-1,508,808,517
SharesShares
Beneficially Owned
Held Solely
Beneficially Owned Held by
Associated Persons
Bo Xian Cao-198,750,000
Yang Xia
Shuang (Simon) Xia
Bo Xian Cao
Statement of Directors’ Security Holdings (as at 31 March 2023)
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
NZ Silveray Group Limited
Substantial Product Holders (as at 31 May 2023)
During the year the board of directors comprised:
Non-executive directors
Yang Xia (Chairman)
Directors
The total number of voting securities of the company on issue at 31 March 2023 was 3,664,253,194 paid
ordinary shares.
AFC Group Holdings Limited Annual Report 2023
Page 69

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 2023:
Director's fees
Other
Remuneration
NilNil
NilNil
Qiang Li$4,375Nil
NilNil
Jingwei Ma
Nil$21,538
Shuang (Simon) Xia
Nil$7,385
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
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 2023:
Yang Xia (Chairman)
Bo Xian Cao
Employees Remuneration (Excluding Directors)
There were one employees who received remuneration in excess of $100,000 during the year.
Zilei Wang
The director Jingwei Ma received a salary of $21,538, and Shuang (Simon) Xia received a salary of $7,385 in
FY 2023. The Directors of AFC Group Holdings Limited did not receive any other benefits from AFC Group
Holdings Limited in the 12 months ended 31 March 2023.
Jianfeng Chen
Statement of Directors’ Security Holdings (as at 31 March 2023) (continued)
There were no other securities transactions disclosed to the Board and entered into the Interests Register for
the year to 31 March 2023
Yang Xia
AFC International Trading Group Limited
E Way Holdings Group Limited
NZ Guangdong Business Development Corporation Limited
Oceania Traceability Technology Limited
Ex Space Limited
JFC Group Limited
Bo Xian Cao
AFC Group Holdings Limited Annual Report 2023
Page 

AFC GROUP HOLDINGS LIMITED
SHAREHOLDER AND STATUTORY INFORMATION (continued)
 No donations were made during the period (2022: $1,000)
Donations
Directors’ Remuneration and Other Benefits (continued)
The Company has not arranged policies of Directors' Liability insurance. Directors are personally liable for
obtaining insurance to ensure that generally they do not incur no monetary loss as a result of action taken as
directors.
Directors' Indemnity and Insurance
AFC Group Holdings Limited Annual Report 2023
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