AFC Group Holdings Limited 2024 Annual Report
AFC Group Holdings Limited Annual Report 20 |21AFC Group Holdings Limited Annual Report 20 |21
ANNUAL REPORT
2024
AFC GROUP HOLDINGS LIMITED
ANNUAL REPORT 2024
FOR THE YEAR ENDED 31 MARCH 2024
AFC GROUP HOLDINGS LIMITED
ANNUAL REPORT CONTENTS
FOR THE YEAR ENDED 31 MARCH 2024
Page
Directors' Profiles
2
Directors' Report
3
Corporate Governance Statement4 - 14
AFC Longview Limited15
AFC International Trading Group Limited 16
National Dairy Group Limited 17
AFC Biotechnology Manufacture Co Limited 18
AFC GoGlobal Ecommerce Limited 19
AFC Education Investment Limited 19
Financial Statements 20
Consolidated Statement of Comprehensive Income 21
Consolidated Statement of Changes in Equity 22
Consolidated Statement of Financial Position 23
Consolidated Statement of Cash Flows24
Notes to the Consolidated Financial Statements 25 - 62
Independent Auditor's Report
63 - 66
Shareholder and Statutory Information
67 - 69
Corporate Information
70
AFC Group Holdings Limited Annual Report 2024
Page 1
AFC GROUP HOLDINGS LIMITED
ZILEI WANG
JINGWEI MA
SHUANG XIA JIANFENG CHEN
While most of his investments are in China, Mr
Xia has expanded his investment activities into
Thailand, Australia and New Zealand. He found
the NZ Silveray Group Limited in 2014. Mr Xia is
now the Chair of the Board of Director of AFC
Group.
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.
Building on her success, Ms Ma now serves as
an Independent Director of AFC. She is also a
valued member of the Audit and Risk Committee,
contributing to the company's governance and
risk management.
Mr Jianfeng (David) Chen boasts over 25 years of
robust commercial and international trade
experience in Australia, New Zealand, and China.
Throughout his career, David has held various
executive positions at different multinational
corporations, which have honed his expertise in
strategic trade practices and market expansion.
With his in-depth knowledge and experience,
David joined the Board of AFC and successfully
drove the market presence of the Group's key
products, including Longview Estate White
Diamond Wines and DD Mask. David's expertise
will continue to drive the growth of the Group.
DIRECTORS' PROFILES
YANG XIA BO XIAN CAO
Mr Xia Shuang was appointed as director of AFC
Group Holdings Limited on 16 September 2022.
He studied Commerce in the UK and New
Zealand for years. After graduating 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 some 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 Bo Xian Cao is a New Zealand Citizen. He
moved to New Zealand from China in 1994 and
has over 22 years of business experience in
China and New Zealand. He has held various
executive positions in export-related sectors,
specifically primary industries (including
Hydroponics) and the Skin Care industries. Mr
Cao has developed skills in trading between New
Zealand and Asian countries, specialising in Hong
Kong and China.
Mr 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 Zilei Wang graduated from Shanghai
International Studies University, where he
obtained a Master's 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 a member of the Audit and Risk
Committee.
Mr Cao joined AFC in 2016, and he is currently
the director of AFC Group Holdings Limited and
Chairman of the Audit and Risk Committee.
AFC Group Holdings Limited Annual Report 2024
Page 2
AFC GROUP HOLDINGS LIMITED
Financial Results Summary
Operational Highlights and Strategic Initiatives
AFC Group Holdings Limited
AFC Longview Limited (“AFCLV” and “Longview Estate”)
AFC Biotechnology Manufacture Co Ltd (“AFCBIO”)
Outlook
The Company has strengthened its collaboration with distributors to boost sales. Focusing on our two leading facial
mask products, DDMASK rose water brightening facial mask and DDMASK manuka honey moisturising smoothing
facial mask, the Company achieved sales growth in FY2024.
Despite the challenges ahead, AFC is well-positioned for continued growth and enhanced shareholder value in the
2025 financial year. Our strategic priorities include expanding our market footprint, identifying new opportunities for
business growth, and improving operational efficiencies. The Board remains optimistic that these focused efforts
will drive our long-term growth objectives and deliver significant value to our shareholders.
DIRECTORS' REPORT
The Board of Directors is delighted to report notable improvements for thefinancial year ending 31 March 2024.
AFC Group Holdings Limited ("AFC" or "the Company”) has continued to make progress during this period despite
the challenges of the economic environment and difficulties encountered in the operation.
In the financial year 2024, AFC Group Holdings Limited reported revenues totalling $1,324,402, marking a 23%
increase, building on the substantial 159% growth experienced in FY2023.This growth was driven by our
aggressive exploration of domestic and international markets, as well aspartnerships with distributors. Additionally,
the resurgence of global travel has significantly increased our customer base and revenue.
The Company achieved a turnaround in FY2024, realising a net profit of $53,911. The net loss attributable to
shareholders was $7,485 compared to a net loss of $145,171 in the prior year, reflecting the significant
improvement in the Company's performance. No dividends have been declared or paid for the 12 months ended 31
March 2024.
These results met the Board's expectations and reflect our ongoing efforts to navigate and adapt to dynamic
market conditions.
AFC is actively exploring new business opportunities. The Company is venturing into the mobile building market in
New Zealand, targeting applications in scenic camps, hotels, lodges, domestic dwellings, commercial offices, and
mobile trading. If successfully progressed, this business will significantly enhance our revenue stream starting in
the 2025 financial year. As a pivotal link for trade and investment betweenNew Zealand and China, the AFC has
actively engaged in international arenas. We participated in the 6th China International Import Expo and the
"EFOODLINE" global e-commerce platform, promoting our products and facilitating New Zealand SMEs' entry into
the Chinese market. We remain dedicated to our corporate social responsibilities and improving communities'
welfare in both countries.
We have revised White Diamond wine marketing strategies to appeal to high-end consumers. A series of
marketing campaigns in China have yielded favourable results and, together with cooperation with the distributor in
the New Zealand market, the Company has seen sales growth in both domestic and overseas markets.
AFC Group Holdings Limited Annual Report 2024
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AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT
AFC Group Holdings Limited ("AFC") acknowledges the critical importance of robust corporate governance
practices. In alignment with this commitment, the Board of Directors (the "Board"), along with the management
team, has adopted a thorough corporate governance code designed to facilitate value creation for shareholders,
maintain the utmost ethical standards, and implement control systems that correspond with the level of risk
involved.
The Board is dedicated to ongoing assessments and revisions of AFC's governance architecture to assure
adherence to the leading practices within the industry. Recognising the constraints posed by the current scale of
our operations and limited resources, there is a conscious effort to balance the progression of a financially robust
enterprise with establishing a structured governance framework. Throughout the fiscal year ended 31 March
2024, the Board emphasised meeting the principal requisites of the NZX Listing Rules and the NZX Corporate
Governance Code. Yet, the AFC acknowledges that the journey to complete alignment with every
recommendation of the Code is ongoing.
The Code comprises eight (8) fundamental principles, each supported by a series of recommendations. The
Board of Directors has thoroughly evaluated each recommendation and hereby reports on AFC's compliance
with them. The contents of this report are current as of the date of issuance and have been approved by the
Board of Directors.
The Board reports on the newest version of the NZX Corporate Governance Code, which was revised on 1 April
2023.
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 –Ethical Standards
"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 2024:
The Board staunchly upholds that ethical behaviour is fundamental to sound corporate governance and the
protection of AFC's esteemed reputation. In adherence to this principle, the ethical standards the Board sets —
which are also expected of our Management and staff — align seamlessly with the preceding recommendations.
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AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
AFC has instituted a Code of Ethics that comprehensively fulfils the recommendation. All employees are required
to familiarise themselves with the code, which has been published on AFC’s website at https://www.afcnz.com/.
RECOMMENDATION 1.2
An issuer should have a financial product dealing policy which applies to employees and directors.
Compliance with recommendation during the year ended 31 March 2024:
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.”
The AFC Board of Directors is composed of individuals with extensive expertise in business, technology, and
finance. This diverse blend of backgrounds enables us to lead the Company with insight and integrity. The Board
is confident in its adherence to governance principles, ensuring robust oversight and strategic guidance.
Board Composition
The Board comprehensively oversees AFC's operations, steering the Company's strategic direction and ensuring
adherence to all relevant legal and regulatory frameworks. We are accountable to shareholders and stakeholders
for the Company's actions. AFC strives to maintain a board representing a broad spectrum of skills and
knowledge pertinent to our industries. This approach helps us effectively navigate challenges and capitalise on
opportunities, ultimately driving value creation for all stakeholders.
As of 31 March 2024, the Board comprised of the following directors:
Yan
g Xia Non-Executive (Chair)
Bo Xian Cao
Independent
Jin
gwei MaIndependent
Jianfen
g Chen Non-Executive
Shuan
g Xia Non-Executive
Zilei Wan
g Independent
All directors have been appointed under the provisions of AFC’s constitution. No director has been appointed by
equity security holders under the Governing Document applying with NZX listing rule 2.4.
Bo Xian Cao, Jingwei Ma, Zilei Wang serve as independent directors for AFC. The determination of their
independence has been made by considering the factors outlined in the NZX Corporate Governance Code that
could potentially affect a director's independence. Jingwei Ma was assessed as an independent director by the
Board as she no longer receives any form of performance-based remuneration from the Company or has any
conflict of interest that could influence her decisions. None of the independent directors have a material
relationship with AFC, and none are involved in the company's day-to-day operations.
Refer to this Annual Report's Directors' Profiles section for further details.
Board Meetings
The Board met five times during the year, which enabled it to receive accurate, timely information on all aspects
of AFC's operations and 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 below figures.
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AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
Board Members
Meetings
Attended
Meetings Held
Yang Xia
5 5
Bo Xian Cao
5 5
Zilei Wang
5 5
Jingwei Ma
5 5
Shuang Xia
5 5
Jianfeng Chen
5 5
Gende
r Diversity
The gender balance of the AFC’s Directors and officers was as follows:
as of 31 March
2024
as of 31 March
2023
Directors Officers* Directors Officers*
Female 1
1 1
1
Male5
2 5
2
Total 6 3 63
*Officers exclude 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 2024:
The Board adopted a written Board Charter on listing. The Charter sets out the roles and responsibilities of the
Board and Management and fully complies with the recommendation.
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 2024:
AFC complied with the recommendation during the year to 31 March 2024. The company's procedure for the
Nomination and Appointment of Directors aligns with the recommendation.
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 2024:
AFC has entered into a written agreement with each director establishing the terms of their appointment. No new
director was appointed during the financial year ended 31 March 2024.
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AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
RECOMMENDATION 2.4
Every issuer should disclose information about each director in its annual report or on its website,
including:
a. a profile of experience, length of service, and ownership interests.
b. the director's attendance at board meetings; and
c. the board's assessment of the director's independence, including a description as to why the board
has determined the director to be independent if one of the factors listed in table 2.4 applies to the
director, along with a description of the interest, relationship or position that triggers the application of
the relevant factor.
Compliance with recommendation during the year ended 31 March 2024:
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. An issuer within the S&P/NZX 20 Index at the commencement of its reporting period
should have a measurable objective for achieving gender diversity in relation to the composition of its
board, that is to have not less than 30% of its directors being male, and not less than 30% of its directors
being female, within a specified period. An issuer should disclose its policy or a summary of it.
Compliance with recommendation during the year ended 31 March 2024:
AFC did not comply with the recommendation during the year ended 31 March 2024 as the company had not yet
implemented a formal written diversity policy. However, the Board acknowledges the extensive advantages
diversity brings to an organisation. AFC is proceeding with the development of a Diversity Policy that aligns with
the recommendation. Once the policy has been finalised, 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 2024:
The company did not comply with the recommendation during the year that ended 31 March 2024, as the board
did not engage in any training activities. However, the Board members comprehensively understand 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 2024:
Director and Board performance is considered crucial to the success of AFC and its subsidiaries. AFC did not
comply with the recommendation during the year ended 31 March 2024, as the company has not established a
formal procedure for regular review of its performance and the performance of its members.
The Board, however, is developing a formal procedure for routinely evaluating its performance and the
performance of its members. This process will encompass evaluating the adequacy of the board's composition
and identifying 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 finalised document is expected to
align with the recommendation, and once it has been completed, it will be made publicly accessible on AFC's
website.
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AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
RECOMMENDATION 2.8
A majority of the board should be independent directors.
Compliance with recommendation during the year ended 31 March 2024:
Three of AFC's six Directors have been identified as Independent Directors. However, this is not a majority, and
AFC has not complied with the recommendation accordingly.
The Board believes that the current composition of the Board during the year is satisfactory for making 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 decision-making about those specific
matters.
RECOMMENDATION 2.9
An issuer should have an independent chair of the board.
Compliance with recommendation during the year ended 31 March 2024:
AFC has not complied with the recommendation. During the financial year that ended 31 March 2024, Yang Xia
was chair of AFC. Mr Xia was not an independent director, but he was a non-executive director throughout that
period and was not involved in the day-to-day management.
RECOMMENDATION 2.10
The chair and the CEO should be different people.
Compliance with recommendation during the year ended 31 March 2024:
The chair and the CEO were held by different individuals in AFC. However, the CEO role remained vacant over
the past year following the resignation of the Deputy General Manager, who had temporarily assumed the duties
of CEO. The company is actively seeking a qualified candidate for the CEO position.
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 2024:
The AFC Audit Committee was formed to emphasise audit and risk management and assume 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 oversees the performance and independence of the external auditors and provides
recommendations to the Board.
The Audit Committee held five 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)
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AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
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 five 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.
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 that aligns 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 2024:
In AFC, 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 2024:
The full Board dealt with remuneration committee responsibilities during the year ended 31 March 2024.
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 2024:
The full Board dealt with nomination committee responsibilities during the year ended 31 March 2024.
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 2024:
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 that ended 31 March 2024.
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.
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AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
Compliance with recommendation during the year ended 31 March 2024:
The company has established a formal written Takeover Response Procedure that aligned with the
recommendation. It outlines the appropriate protocols and procedures to be followed for any potential takeover
or merger. Therefore, the company complied with this recommendation during the year to 31 March 2024.
PRINCIPLE 4 – Reporting & Disclosure
“The board should demand integrity in financial and non-financial reporting, and in the timeliness and
balance of corporate disclosures.”
Recommendation 4.1
An issuer’s board should have a written continuous disclosure policy.
Compliance with recommendation during the year ended 31 March 2024:
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 2024:
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 being
formulated. Once finalised, they will be published on the AFC’s website.
Recommendation 4.3
Financial reporting should be balanced, clear and objective.
Compliance with recommendation during the year ended 31 March 2024:
The Board is committed to ensuring that AFC's financial reporting is transparent, balanced, and objective. For
the fiscal year that ended 31 March 2024, the directors affirm that the financial statements have been presented
clearly and objectively, providing comprehensive insights into the company’s performance, business model,
strategic direction, risks, and the accounting standards applied. This financial disclosure adheres to the
requirements set forth by the Financial Reporting Act 2013 and the Financial Markets Conduct Act 2013.
Recommendation 4.4
An issuer should provide non-financial disclosure at least annually, including considering
environmental, social sustainability and governance factors and practices. It should explain 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 2024:
AFC did not comply with the recommendation during the year to 31 March 2024, as the Company did not provide
non-financial disclosure. Due to its current scale, AFC does not possess a formal environmental, social, and
governance (ESG) reporting framework. However, the Board is under the process of developing an ESG reporting
framework, and intends to report on non-financial aspects in the future.
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AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
PRINCIPLE 5 – Remuneration
“The remuneration of directors and executives should be transparent, fair and reasonable.”
Recommendation 5.1
An issuer should have a remuneration policy for the remuneration of directors. An issuer should
recommend director remuneration to shareholders for approval in a transparent manner. Actual director
remuneration should be clearly disclosed in the issuer’s annual report.
Compliance with recommendation during the year ended 31 March 2024:
The Directors’ remuneration package was approved by shareholders in the previous year, and for the year ended
31 March 2024, the Directors voluntarily accepted no Directors' fee to support the business. Director
remuneration is disclosed in this Annual Report's Shareholder and Statutory Information section.
Recommendation 5.2
An issuer should have a remuneration policy for remuneration of executives which outlines the relative
weightings of remuneration components and relevant performance criteria.
Compliance with recommendation during the year ended 31 March 2024:
AFC did not comply with the recommendation during the year ending 31 March 2024 as it has yet to adopt a
formal written Remuneration Policy.
The Board acknowledges the importance of clearly defined responsibilities and performance metrics in
determining executive director and senior management compensation. AFC is in the process of developing a
formal, written remuneration policy that reflects this commitment. The implementation of this policy is contingent
upon the availability of management resources. Once established, the policy will be publicly accessible 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 2024:
Information about the remuneration arrangements is included in Note 19 of this Annual Report under the section
of Key Management Personnel. During the period ending 31 March 2024, the AFC CEO position was vacant
after the resignation of Deputy General Manager Yanlin Hu. No remuneration was paid to the CEO during this
period.
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 2024:
AFC and its subsidiaries maintain a firm commitment to proactive risk management. The entire Board, supported
by the Audit Committee, oversees risk management, with the Executive Director managing day-to-day risks. AFC
has drafted a Risk Management and Compliance framework during the year. This document details significant
business risks and control measures and reporting systems to manage and monitor these risks effectively.
Despite these efforts, the company did not fully comply with this recommended framework for the fiscal year
ending 31 March 2024.
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AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
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.
Compliance with recommendation during the year ended 31 March 2024:
The Board of AFC recognises the critical importance of health and safety in successful business operations, and
it is dedicated to mitigating risks and enhancing the welfare of employees, contractors, and customers. AFC has
developed a comprehensive health and safety manual that assigns clear responsibilities to both management
and employees. Each employee is equipped with a copy of the manual, which aids in recognising potential
hazards and understanding the appropriate responses. The Board ensures the manual's efficacy through an
annual review and maintains ongoing communication with management to monitor its implementation. Notably,
no health and safety incidents were reported in the fiscal year ending 31 March 2024.
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 2024:
Under the guidelines established in AFC's Audit Committee Charter, the Audit Committee oversees the
relationship with the external auditor and ensures effective communication channels are in place. The committee
rigorously evaluates the quality and cost-effectiveness of the external auditor's work annually and assesses their
independence.
William Buck served as AFC's external auditor for the fiscal year ending 31 March 2024. In AFC, audit services
were strictly separated from non-audit services. William Buck did not provide any other non-audit services during
this period. Details of the fees paid to auditors are transparently disclosed in the annotations to the consolidated
financial statements.
William Buck has issued a written assurance to the Board confirming their ability to maintain independence
throughout the fiscal 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 2024:
William Buck did not participate in the 22 September 2023 virtual annual meeting. However, William Buck will be
invited to attend the annual meeting in 2024, and it is expected that the lead audit partner will be present to
address any queries or concerns raised by shareholders.
AFC Group Holdings Lim
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AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
Recommendation 7.3
Internal audit functions should be disclosed.
Compliance with recommendation during the year ended 31 March 2024:
Due to the relatively restricted size and scope of its operations, AFC did not have a dedicated internal auditor
during the period to 31 March 2024. The Board, alongside the Audit Committee, has taken on the role of
supervising AFC’s internal activities. To ensure effective monitoring of financial operations, AFC and its
subsidiaries have established robust internal systems and controls.
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 stakeholders can access financial and
operational information and key corporate governance information about the issuer.
Compliance with recommendation during the year ended 31 March 2024:
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 by designing
its shareholder meeting arrangements to encourage shareholder participation and by providing the
option to receive communications from the issuer electronically.
Compliance with recommendation during the year ended 31 March 2024:
AFC offers all shareholders the choice to opt for electronic communications, ensuring they stay informed about
the company's updates and developments. Shareholders are also encouraged to participate in the annual
meeting virtually, with detailed instructions provided to facilitate their online attendance.
Recommendation 8.3
Quoted equity security holders should have the right to vote on major decisions which may change the
nature of the issuer in which they are invested.
Compliance with recommendation during the year ended 31 March 2024:
Shareholders have been given the right to vote on all major decisions in line with the NZX Rules during the year
ended 31 March 2024.
Recommendation 8.4
If seeking additional equity capital, issuers of quoted equity securities should offer further equity
securities to existing 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 2024:
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 and cost of extending offers to all shareholders is in the
Company's and its shareholders' best interest.
AFC Group Holdings Lim
ited Annual Report 2024
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AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
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 2024:
Notice of the 2023 annual meeting was delivered to shareholders on 21 August 2022, more than 20 working days
before the Annual Meeting.
The Board values active shareholder participation in meetings and recognises the importance of giving
shareholders ample time to review meeting materials. Therefore, going forward, notices for future shareholder
meetings will be issued at least 20 working days before the 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. WhiteDiamond grapes produce a sweet
fragrant, fruity wine, with an intense grape flavour. “Once tasted never forgotten”.
AFC Group Holdings Limited Annual Report 2024
Page 15
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 2024
Page 16
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 2024
Page 17
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 2024
Page 18
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 2024
Page 19
AFC GROUP HOLDINGS LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
AFC Group Holdings Limited Annual Report 2024
Page 20
AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
20242023
Notes
NZ$ NZ$
2
1,324,402 1,075,442
3
(355,084)(322,605)
969,318 752,837
2
46,723 31,367
3
(226,255)(175,116)
3
(661,651)(710,918)
9
(6)(2)
128,130 (101,832)
2
1,083 16
3
(75,302)(61,876)
12
-(14,729)
(74,218)(76,589)
53,911
(178,421)
4
- -
53,911 (178,421)
- -
53,911 (178,421)
(7,485)(145,171)
7
61,396 (33,250)
53,911 (178,421)
5 (0.00000)(0.00004)
Operating revenue
Cost of sales
Gross profit
Other income
Expenses
Selling and distribution expenses
Administration expenses
Reversal/(impairment loss) on trade receivables
Operating profit/(loss)
Finance income
Finance expense
Impairment on property, plant and equipment
Profit/(loss) before income tax
Income tax expenses
Profit/(loss) for the year
Other comprehensive income
Total comprehensive profit/(loss) for the year
Total comprehensive profit/(loss) attributable to:
Equity holders of the parent
Non-controlling interest
Profit/(loss) per share:
Basic and diluted earning per share in NZ$
AFC Group Holdings Limited Annual Report 2024
Page 21
AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
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 2022 28,679,503 (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
7
-(7,485) (7,485) 61,396 53,911
- - - - -
Net profit/(loss) for the financial year
Other comprehensive income
Total comprehensive profit/(loss)
-
(7,485) (7,485) 61,396 53,911
Balance as at 31 March 202428,679,503 (27,513,356) 1,166,147 (737,767) 428,380
AFC Group Holdings Limited Annual Report 2024
Page 22
AFC GROUP HOLDINGS
LIMITED
CONSOLIDATED STATEMENT
OF FINANCIAL
POSITION
AS AT 31 MARCH 2024
SHAREHOLDERS
EQUITY
Issued
share
capital
Accumulated
losses
Total
Equity
attributable
to shareholders
of the company
Non-controlling Interest
Total
shareholders funds
Represented by:
CURRENT
ASSETS
Cash
and cash
equivale
nts
Trade,
other
and related
party
receivables
Inventories
Prepayments
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
Borrowings
Total
current
liabilities
NON-CURRENT
LIABILITIES
Borrowings
Lease
liabilities
Total
non-current
liabilities
Total
llabilities
Net assets
For and behalf
of the Board,
daled
_______
_
Yang
Xia
Director
Notes
6
7
8
9
11
10
12
13
15
16
13
17
17
13
I
4,1
i
,
c,, .
,.1
--
Bo Xian Cao
Director
2024
NZ$
28,679,503
(27,513,356)
1,166,147
(737,767)
428,380
26,181
14,446
452,556
82,849
576,032
1,382,719
44,049
408
1,427,176
2,003,208
1,457,804
45,698
37,447
1,540,949
29,000
4,879
33,879
1
1
574,828
428,380
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
81,847
55,457
137,304
1,507,724
374
1
469
26/06/2024
AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024
20242023
Notes
NZ$ NZ$
Cash flows from operating activities
Cash was received from:
Receipts from customers
65,960 153,768
Receipts from related parties
710,772 919,769
Interest received
1,083 16
Other receipts
11,748 39,325
Cash was applied to:
Payments to suppliers and employees
(805,386) (907,348)
Payments to related parties
(64,777)(81,991)
Interest paid
(9,006)(51,550)
Lease interest
13
(7,643)(10,326)
Net cash outflow from operating activities
18
(97,249) 61,663
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
(3,549)(3,120)
Net cash inflow/(outflow) from investing activities
(3,549)(3,120)
Cash flows from financing activities
Cash was received from:
Proceeds from borrowings
17
- 44,814
Received from related parties
378,581 477,200
Cash was applied to:
Payments for lease liabilities principal(39,990)(39,834)
Repayments to related parties(196,841) (527,449)
Repayment to borrowings(16,962)(14,805)
Net cash inflow from financing activities
124,788 (60,074)
23,990 (1,531)
Foreign currency translation adjustment (2,772)(7,958)
Cash and cash equivalents at the be
ginning of the year
4,963 14,451
Cash and cash equivalents at the end of the year
8
26,181 4,963
Net increase/(decrease) in cash and cash equivalents
AFC Group Holdings Limited Annual Report 2024
Page 24
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 202
4
1. ACCOUNTING POLICIES
REPORTING ENTITY
1.1 Statement of compliance
1.2 Basis of preparation
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 (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 2024 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.
AFC Group Holdings Limited Annual Report 2024
Page 25
26/06/2024
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
1. ACCOUNTING POLICIES (continued)
1.2 Basis of preparation (continued)
1.3 New accounting standards adopted
1.4 Basis of consolidation
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.
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 2024.
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 2024. Subsidiaries are those entities over which the Group has control. Control is achieved when the
Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to
affect those returns through its power over the investee.
AFC Group Holdings Limited Annual Report 2024
Page 26
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
1. ACCOUNTING POLICIES (continued)
1.5 Intangible assets
1.6 Going concern
1.
2.
3.
4.
1.7 Revenue
Intangibleassets 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.
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.
The consolidated financial statements have been prepared on a going-concern basis. In the fiscal year ending 31
March 2024, AFC Group Holdings Limited demonstrated notable financial resilience and operational success. The
Group reported a net profit of $53,911, a significant turnaround from the previous year's loss of $178,421. This
improvement is attributed to robust management strategies and a gradual recovery from the economic impacts of
the Covid-19 pandemic. Despite current liabilities exceeding current assets by $964,917, the Group's equity
position improved, reflecting positive equity of $428,380, up from $374,469 in the financial year 2023.
The key factors the Directors considered in determining that the Going Concern assumption was appropriate
The Group owns significant unencumbered property assets, including three residential units at the Longview
vineyard. If necessary, these assets provide financial stability and potential low-rate debt financing options
through major New Zealand banks..
The Group has considerable inventory, which is expected to generate positive cash inflows from sales,
requiring minimal additional cash outlays.
The
Group obtains deferred payment terms for related party payables totalling $1,215,370, which improves
the Group's short-term liquidity.
Our detailed operational budgets, underpinned by robust strategic initiatives, support the going concern
assumption. In the financial year 2025, we will continue to explore the Chinese wine market with a broader
catalogue of products and expect the overseas wine market to continue expanding. The sales of cosmetic
face
masks are recovering with new domestic distribution channels and an increasing number of tourists.
Additionally, the Group is exploring mobile building businesses, which will further diversify its revenue
streams and reinforce the assumption of going concern.
After a comprehensive evaluation of the key factors outlined above, the Directors have confidently reaffirmed
the going concern basis for preparing the consolidated financial statements. Leveraging robust strategic
initiatives, market recovery and expansion, the Board remains optimistic about the Group's capacity to
maintain continuous operations well into the future.
As stated above, the Group’s current liabilities exceed its current assets by $970,643 and as such the Group
relies on the ongoing support of its parent entity and has received commitment to such ongoing support. 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 parent entity not continue to
provide loan support and thus the company could not continue as a going concern. Should this support not
continue, this condition indicates the existence of a material uncertainty that may case significant doubt over
the Group’s ability to continue as a going concern.
AFC Group Holdings Limited Annual Report 2024
Page 27
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
1. ACCOUNTING POLICIES (continued)
1.7 Revenue (continued)
Sale of goods - Contracts with customers
Interest income
Government grant
1.8 Forei
gn currency
1.9 Inventories
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.
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.
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.
For contracts that permit the customer to return an item, revenue is recognised to the extent that it is highly
probable that a significant reversal in the revenue recognised will not occur. The amount of revenue recognised is
adjusted for expected returns based on historical data and trends for returns. The Group reviews its estimate of
expected returns at each reporting date.
Revenue 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.
AFC Group Holdings Limited Annual Report 2024
Page 28
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
1. ACCOUNTING POLICIES (continued)
1.9 Inventories (continued)
1.10 Leases
The Group as a lessee
Lease Liabilities
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 expectsto 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.
Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. Theright of use asset is measured at
cost, which comprises the initial amount of the lease liability, adjustedfor, 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.
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 at 31 March 2024 was $208,748 (31 March 2023: $257,263).
AFC Group Holdings Limited Annual Report 2024
Page 29
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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
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.
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.
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.
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 ofbeing 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 customersand 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.
Rental Income from operating leases is recognised as income on a straight-line basis over the period of the lease.
AFC Group Holdings Limited Annual Report 2024
Page 30
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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
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.
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.
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 taxpayable 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. Repurchasedshares 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.
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.
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 andthe corresponding tax base of these items.
Deferred tax is determined using tax rates and regulations enacted at the balance sheet date in New Zealand,
which is the jurisdiction the Group operates and generates taxable income in.
AFC Group Holdings Limited Annual Report 2024
Page 31
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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 Equipment 13% - 67% Diminishing Value
7.5% Diminishing Value
1.19 Biological assets
Items of property, plant and equipment are measured at cost less accumulated depreciation and any impairment
losses.
Grape Vines / Bearer Plants
Land & Land Improvements
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 pricingreport 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.
An asset’s carrying amount is written down immediately to its recoverableamount 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
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
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
AFC Group Holdings Limited Annual Report 2024
Page 32
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
1. ACCOUNTING POLICIES (continued)
1.20 Impairment of assets
Financial assets
Non-financial assets
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.
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 andthe 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.
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 amountis 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.
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.
AFC Group Holdings Limited Annual Report 2024
Page 33
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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 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 risk of changes in value.
- Operating activities are the principal revenue-producing activities of the Group and other activities that are not
investing or financing activities.
- Investing activities are the acquisition and disposal of long-term assets not included in cash and cash
equivalents.
- Financing activities are activities that result in changes in the size and composition of the contributed equity and
borrowings of the Group.
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 underNZ IFRS 9. This assessment involves
making estimates and judgements regarding the historical data and trends, factors such as economic conditions,
external ratings, cash flow projections and other information available that impacts the customers of the Group.
In determining and applying accounting policies, judgement is often required in respect of items where the choice
of specific policy, accounting estimate or assumption to be followed could materially affect the reported results or
net asset position of the Group should it later be determined that a different choice would be more appropriate.
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is
calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted
average number of ordinary shares outstanding during the period.
Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted
average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which
comprises of warrants.
AFC Group Holdings Limited Annual Report 2024
Page 34
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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
20242023
NZ$NZ$
Operating revenue
Sales - wine products
1,230,449 1,026,626
Sales - cosmetic products
93,952 48,816
Total operating revenue
1,324,402 1,075,442
Other income
35,414 13,788
Rental income
11,309 17,579
46,723 31,367
Total Income
1,371,125 1,106,809
Finance Income:
Interest received on bank account
1,083 16
1,083 16
The
Group has not recognised a deferred tax asset (2023: 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).
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'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.
AFC Group Holdings Limited Annual Report 2024
Page 35
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2. REVENUE (continued)
Operating revenue - Geographical locations
Sales - Wine
products
Sales -
Cosmetic
products
Sales - Other
products Total
NZ$NZ$NZ$NZ$
China
730,100 - - 730,100
New Zealand
500,349 93,952 - 594,302
Operating Revenue
1,230,449 93,952 - 1,324,402
China
589,100 - - 589,100
New Zealand
437,526 48,816 - 486,342
Operating Revenue
1,026,626 48,816 - 1,075,442
3. EXPENSES
20242023
NoteNZ$NZ$
Included in Cost of Sales Expenses
Cost of goods sold
403,599 339,262
Provision for inventory obsolescence
11
(48,515)(16,658)
Included in Selling and Distribution Expenses
Advertising
5,727 3,641
Business events 8,063 7,908
Freight and courier 5,418 37,963
Salaries and sales commission 206,748 125,185
Included in Administration Expenses
Accounting and consulting
138,825 34,875
Amortisation of intangible assets
15
150 150
Depreciation for property, plant and equipment
12
17,979 22,437
Depreciation for right-of-use assets
13
40,661 44,009
Directors fees
- 4,375
Licences & subscriptions
21,234 17,737
Travel - international
19,707 12,546
Insurance
17,439 20,509
Share registry & listing expenses
34,437 28,226
Legal fees
513 9,748
Management fees 40,000 40,000
Salaries 246,058 452,214
Rent
31,296 38,132
Profit/(Loss) before income tax after charging:
Operating revenue is attributed to the following geographical locationson the basis of the country the
customer is trading in.
31 March 2024
31 March 2023
AFC Group Holdings Limited Annual Report 2024
Page 36
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
3. EXPENSES (continued)
Auditors' remuneration
Audit of financial statements 66,875 54,079
Audit of Wine Standard Management Plan 1,856 1,858
Total fees paid to auditors
68,731 55,937
20242023
NoteNZ$NZ$
Finance costs:
Interest paid on borrowings from related parties
19
58,653 49,609
13
7,643 10,326
Other interest paid 9,006 1,940
75,302 61,876
4. INCOME TAX EXPENSE
4.1. Components of Income tax expense
The income tax expense for the year is nil, (2023: $nil)
20242023
Reconciliation of effective tax rate
NZ$NZ$
Profit/(loss) before income tax
53,911 (178,421)
15,095 (49,958)
Expected income expense/(benefit)
15,095 (49,958)
Adjustments
Non deductible expenses
3,007 1,411
Non taxable income
- -
Deferred tax adjustments
- -
Losses brought forward
(1,462,472)(1,383,881)
Losses offset against other deferred tax assets
(15,138)(30,044)
Losses not recognised and carried forward
1,459,508 1,462,472
Income tax expense
- -
Income tax expense/(benefit) calculated at 28%
Lease interest
The auditors of the Wine Standard Management Plan for 2024 were Quality Auditing Specialists Limited
(2023: Quality Auditing Specialists Limited).
The tax rate used for the reconciliation below is the corporate tax rate of 28% (2023: 28%) payable by New
Zealand corporate entities on taxable profits under New Zealand tax law.
The auditors of the financial statements for 2024 were William Buck Audit (NZ) Limited (2023: William Buck
Audit (NZ) Limited).
AFC Group Holdings Limited Annual Report 2024
Page 37
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
4. INCOME TAX EXPENSE (continued)
4.2 Deferred tax assets and liabilities
20242023
NZ$NZ$
Deferred tax assets/(liabilities) arising from the following:
Unused tax losses
1,459,508 1,462,472
Provisions and accruals
87,526 99,173
Property, plant and equipment
19,359 23,039
Right of use assets and lease liabilities
1,828 1,640
Tax benefits not recognised
(1,568,221)
(1,586,324)
Deferred tax assets as at 31 March
- -
Movements
Balance
as at
31 March
NZ$
NZ$
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)
- -
Unused tax losses
(2,964)
1,459,508
Provisions and accruals
(11,647)
87,526
Property, plant and equipment
(3,680)
19,359
Right of use assets and lease liabilities
188
1,828
Deferred tax not recognised
18,103
(1,568,221)
- -
99,173
23,039
1,640
(1,586,324)
-
-
1 April
The
Group has not recognised the deferred tax asset of $1,568,221 on its Statement of Financial Position as
at reporting date as the Group has determined that the utilisation of deferred tax assets is not probable. In
deciding whether to recognise the deferred tax assets, the Group also considers whether it is likely that
sufficient and suitable taxable profits will be available in the future against which the reversal of temporary
differences can be deducted.
Losses can be carried forward indefinitely under New Zealand tax law (assuming shareholder continuity
requirements are met and approval of the Inland Revenue Department is obtained).
The above amounts are tax effected balances. Obtaining the benefits of the deferred tax assets is dependent
upon deriving sufficient assessable income and the Group have assessed that there will not be sufficient
taxable income with which to utilise the asset based on the forecasts provided.
31 March 2023
Opening Balance
NZ$
1,383,881
107,235
46,190
470
(1,537,776)
31 March 2024
1,462,472
AFC Group Holdings Limited Annual Report 2024
Page 38
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
5.
EARNINGS PER SHAR
E
20242023
NZ$ NZ$
Basic earnings per share
Profit/(Loss) after taxation attributable to equity holders of the parent
(7,485)(145,171)
3,664,253,194 3,664,253,194
Basic and Diluted Earning per share in NZ$(0.00000)(0.00004)
6. AUTHORISED AND ISSUED SHARE CAPITAL
6.1 Ordinary shares
Shares
IssuedGroup
No.NZ$
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
Balance at 1 April 2023
3,664,253,194 28,679,577
Movement for 2024 financial year
Ordinary shares authorised and issued
- -
Ordinar
y shares on issue at 31 March 2024
3,664,253,194 28,679,577
Treasury shares
(37,082)(74)
3,664,216,112 28,679,503
Ordinary shares on issue at 31 March 2023 excluding
treasury shares
31 March 2023
31 March 2024
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
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 2024 excluding
treasury shares
AFC Group Holdings Limited Annual Report 2024
Page 39
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
6. AUTHORISED AND ISSUED SHARE CAPITAL (continued)
6.2Warrants
6.3Dividend
7.
NON-CONTROLLING INTEREST
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 2024 year (2023: $nil).
No dividends have been declared or paid for the year ended 31 March 2024 (2023: $nil).
There are non-controlling interests in AFC Biotechnology Manufacture Co Limited and AFC Longview Limited.
AFC Biotechnology Manufacture Co Limited
AFC Biotechnology Manufacture Co Limited was incorporated in July 2016 with 100 ordinary shares issued at
$10,000 for each share. For the FY2024 year, AFC Group Holdings Limited held 51% of the shares and non-
controlling interest held remaining 49% of the shares (NZ Silveray Group Limited held 24% of the shares,
Wei Li held 20% of the shares and others held remaining 5% of the shares).
AFC Longview Limited
On 26 February 2016 AFC Longview Limited was recapitalised by the issue of 2,399,999 shares of $1 each
for cash. 1,223,999 shares were subscribed by AFC Group Holdings Limited (51% shareholding) and NZ
Silveray Group Limited (a non-controlling interest) subscribed to the remaining 1,176,000 shares (49%
shareholding).
During the year ended 31 March 2024, NZ Silveray Group Limited transferred 5% out of its 49% shares to
JFC Group Limited. NZ Silveray Group Limited held 44% shares of Longview, and JFC Group Limited
held 5% as at 31 March 2024.
Both entities are incorporated and domiciled in New Zealand.
AFC Group Holdings Limited Annual Report 2024
Page 40
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
7.
NON-CONTROLLING INTEREST (continued)
202320242023
NZ$NZ$NZ$
Summarised statement of financial position
Current assets
90,447 251,529 245,709
Current liabilities
2,090,673 763,561 1,263,983
Current net assets/(liabilities)
(2,000,226)(512,032)(1,018,274)
Non-current assets
11,317 1,370,794 1,383,203
Non-current liabilities
18,447 19,000 34,400
Non-current net assets
(7,130) 1,351,794 1,348,803
Net assets
(2,007,356) 839,761 330,529
(983,604) 411,483 161,959
Summarised statement of comprehensive income
Revenue
48,816 1,230,449 1,026,626
Loss for the yea
r
(405,699) 509,233 337,842
Other comprehensive income
- - -
Total comprehensive loss
(405,699) 509,233 337,842
(198,793) 249,524 165,543
Summarised cash flows
Cash flows from operating activities
(365,247) 388,901 555,647
Cash flows from investing activities
(1,804)(1,905)(1,316)
Cash flows from financing activities
370,584 (385,911)(554,376)
3,533 1,085 (45)
(325,114)
-
335,640
Net increase/(decrease) in cash
and cash equivalents 10,526
(188,128)
AFC Biotechnology Manufacture
(383,935)
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.
-
AFC Longview Limited
2024
NZ$
111,599
2,511,719
(2,400,120)
8,830
(2,391,289)
Net Assets attributed to non-
controlling interest
(1,171,732)
8,830
93,952
-
(383,935)
Loss allocated to non-controlling
interest
AFC Group Holdings Limited Annual Report 2024
Page 41
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
7.
NON-CONTROLLING INTEREST (continued)
AFC Longview Limited
249,524 259,709
AFC Biotechnology Manufacture Co Limited
(188,128)(195,807)
61,396 63,902
AFC Longview Limited 165,543 172,299
AFC Biotechnology Manufacture Co Limited (198,793)(206,906)
(33,250)(34,607)
20242023
NZ$NZ$
AFC Longview Limited
Opening Balance
161,960 (3,583)
Loss and total comprehensive loss attributed to non-controlling interest
249,524 165,543
411,484 161,960
AFC Biotechnology Manufacture Co Limited
Opening Balance
(961,123)(762,330)
Loss and total comprehensive loss attributed to non-controlling interest
(188,128)(198,793)
(1,149,251)(961,123)
Total effect of non-controlling interest
(737,767)(799,163)
8. CASH AND CASH EQUIVALENT
S
20242023
NZ$NZ$
Cash at bank and on hand 26,181 4,963
Total cash and cash equivalents
26,181 4,963
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
Profit/(Loss)
allocated to
non-controlling
interest
Loss allocated
to the equity
holders of the
parent
31 March 2024
509,233
(383,935)
125,298
31 March 2023
337,842
(405,699)
(67,857)
The effect on the equity attributable to the owners of AFC Longview Limitedand AFC Biotechnology
Manufacture Co Limited is summarised as follows:
The carrying amount of cash and cash equivalents approximates their fair value.
Cash at bank earns interest at floating rates on daily deposit balances. There is no overdraft facility for the
Group.
AFC Group Holdings Limited Annual Report 2024
Page 42
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
9. TRADE, OTHER AND RELATED PARTY RECEIVABLES
20242023
Note
NZ$NZ$
Trade receivables - third parties 14,460 8,230
Trade receivables - related parties
19
- 2,624
14
,460 10,854
Allowance for impairment losses(14)(8)
Total trade and related party receivables
14,446 10,846
Analysis of trade and related party receivable
s
Current
- 3,780
Past due 0-30
14,460 4,320
Past due 31-90
- 580
Past due more than 90
- 2,174
14,460 10,854
20242023
NZ$NZ$
Movement in the allowance for impairment losses
Opening Balance 1 April
8 6
Reversal of prior year provision
(8)(6)
14 8
14 8
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.
Closing Balance 31 March
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 considersthat 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.
AFC Group Holdings Limited Annual Report 2024
Page 43
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
10. PREPAYMENTS AND OTHER CURRENT ASSETS
20242023
NZ$NZ$
Prepayment of expenses
61,663 73,558
Taxation receivable
305 (4,315)
GST receivable
20,881 -
82,849 69,243
11. INVENTORIES
20242023
NZ$NZ$
Work in progress
155,078 158,534
Finished goods
506,226 413,454
Provision for inventory
(208,748)(257,263)
Total Inventories
452,556 314,725
20242023
NZ$NZ$
Provision for closing stock
(257,263)(273,920)
- -
48,515 16,658
(208,748)(257,263)
Opening provision for inventory
Reversal of opening provision for inventory
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 $208,748 has been expensed and written down to net realisablevalue/lower of cost (2023:
$257,263).
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 $2,511 (2023: $4,490).
AFC Group Holdings Limited Annual Report 2024
Page 44
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
12.
PROPERTY, PLANT AND EQUIPMENT
Land Buildings
Land
Improve
ment
Plant &
Equipment
Motor
Vehicles
Computer
Equipment
Fixture &
Fittings,
Office
Equipment
Bearer
Plants -
Grape Vines
Total
NZ$NZ$NZ$NZ$NZ$NZ$NZ$NZ$NZ$
Year ended 31 March 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 -
3,119
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
1,786,890
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)
Disposal
- - - - - - - -
-
- 928 - 8,599 (7,010) - 325 -
- - 8,378 - 13,632 62,798 -
84,808
- (14,477) - (229,744) (66,043) (17,130)(28,700) (33,647)(392,583)
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
Year ended 31 March 2023
Cost
Cost as at 1 April 2023
320,000 905,200 50,000 303,949 76,135 19,159 32,447 80,000
1,786,890
Additions
- - - 1,906 - 1,645 - -
3,552
Disposal
- - -
-
- - - -
-
Impairment
- - - - - - - -
-
- - - - - - - -
-
Written off
- - - - - - - -
-
Cost as at 31 March 2024
320,000 905,200 50,000 305,854 76,135 20,804 32,447 80,000
1,790,442
Accumulated Depreciation
- (14,477) - (229,744) (66,043) (17,130)(28,700) (33,647)
(389,742)
- (1,901) - (8,616) (1,304) (1,357)(1,324)(3,477)
(17,979)
- - -
-
-
- -
-
-
- - - - - - - -
-
- - - - - - -
-
- (16,378) - (238,360) (67,348) (18,487)(30,025) (37,123)
(407,721)
Carrying Amount
Cost
320,000 905,200 50,000 305,854 76,135 20,804 32,447 80,000
1,790,441
- (16,378) - (238,360) (67,348) (18,487)(30,025) (37,123)
(407,721)
320,000 888,822 50,000 67,494 8,787 2,317 2,423 42,877
1,382,719
Impairment
Prior period correction
Prior period correction
Prior period correction
Prior period correction
Bearer plants consist of grape vines on our vineyards here in New Zealand. As at 31 March 2024, the Group had grape vines planted on 4.22
productive hectares of land (2023: 4.22 hectares).
Accumulated Depreciation
at 1 April 2021
Accumulated
Depreciation at 31 March
Accumulated Depreciation
Carrying Amount 31
March 2023
Depreciation charge for the
year
Accumulated Depreciation
Carrying Amount 31
March 2024
Accumulated Depreciation
at 1 April 2022
Depreciation charge for the
year
Accumulated
Depreciation at 31 March
Impairment
Disposal
AFC Group Holdings Limited Annual Report 2024
Page 45
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
13. RIGHT-OF-USE ASSETS
13.1 Right-of-use assets
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
Year ended 31 March 2024
BuildingsForkliftTotal
At 1 April 2023
84,710 - 84,710
Addition of lease
- - -
Depreciation
(40,661) - (40,661)
At 31 March 2024
44,049 - 44,049
13.2 Lease liabilities
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)
At 31 March 2023
90,567 - 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
Year ended 31 March 2024
BuildingsForkliftTotal
At 1 April 2023
90,567 - 90,567
Lease interest
7,643 - 7,643
Lease payments
(47,632) - (47,632)
Effect of modification to lease terms
- - -
At 31 March 2024
50,577 - 50,577
Lease liabilities
Current lease liabilities
45,698 - 45,698
Non-current lease liabilities
4,879 - 4,879
Total lease liabilities
50,577 - 50,577
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 2024
Page 46
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
13. RIGHT-OF-USE ASSETS (continued)
Short-term leases and leases for low value assets
20242023
NZ$NZ$
Lease of eftpos equipment
165 811
14. BIOLOGICAL ASSET
S
Biological assets comprise the grape fruit bunches growing on the grape vines.
20242023
Carrying value of biological assets
NZ$NZ$
- -
Movements in Period
Additions at fair value
2,511 4,490
Transfer of harvested fresh fruit bunches to inventory
(2,511)(4,490)
- -
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. Leasepayments on these assets are
expensed to profit or loss as incurred on a straight line basis. The group'sshort-term leases and leases of low
value assets include small office equipment such as eftpos equipment.
Opening Balance
The Company grows grapes to use in the production of wine, as part of normal operations. Vineyards are
located in Whangarei, New Zealand. Grapes are harvested between February and March each year.
During the year ended 31 March 2024, the Group harvested grapes equal to 698litres of wine (2023: 1,354
litres). The Company did not purchase any wine from independent third party growers (2023: $nil). The grapes
harvested are adjusted to fair value at the point of harvest and any adjustment to bring the cost of sales to fair
value is recognised in inventory and cost of sales.
The Group is exposed to financial risks in respect of agricultural activity. The agricultural activity of the
Company consists of the management of vineyards to produce grapes for use in the production of wine. The
primary financial risk associated with this activity occurs due to the length of time between expending cash on
the purchase or planting and maintenance of grape vines and on harvesting grapes, and ultimately receiving
cash from the sale of wine to third parties. The Company's strategy to manage this financial risk is to actively
review and manage its working capital requirements. The quality and quantity of the grape harvest is
dependent on seasonal climatic factors such as rainfall, sunshine and temperature, including frosts.
Balance as at 31 March
Refer to the segment reporting disclosure in note 23 for details on the vineyard and winery.
Lease payments for short-term leases and leases for low value assets expensed to profit or loss on a straight
line basis are as follows:
AFC Group Holdings Limited Annual Report 2024
Page 47
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
15. INTANGIBLE ASSETS
TrademarksTotal
NZ$NZ$
Year ended 31 March 2023
Cost
Cost as at 1 April 2022
1,500
1,500
Additions
-
-
Cost as at 31 March 2023
1,500 1,500
Accumulated Amortisation
(792)
(792)
(150)(150)
(942)(942)
Carrying Amount
Cost
1,500
1,500
(942)
(942)
558 558
Year ended 31 March 2024
Cost
Cost as at 1 April 2023
1,500
1,500
Additions
-
-
Cost as at 31 March 2023
1,500 1,500
Accumulated Amortisation
(942)
(942)
(150)(150)
(1,092)(1,092)
Carrying Amount
Cost
1,500
1,500
(1,092)
(1,092)
408 408
Accumulated amortisation
Carrying Amount 31 March
2024
The
amortisation charge of $150 (2023: $150) is recognised under administration expenses in the Statement
of Comprehensive Income.
Accumulated amortisation at 1
April 2023
Accumulated amortisation
Accumulated amortisation at 1
April 2022
Accumulated amortisation
as at 31 March 2023
Amortisation for the year
Accumulated amortisation
as at 31 March 2024
Amortisation for the year
Carrying Amount 31 March
2023
AFC Group Holdings Limited Annual Report 2024
Page 48
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
16. TRADE, OTHER AND RELATED PARTY PAYABLES
2024
2023
NoteNZ$NZ$
Trade creditors
97,807 69,918
Accruals
125,372 127,241
Related party payable
s19
1,215,371 1,082,531
Other payables
19,254 14,876
GST payable
-39,182
1,457,804
1,333,748
17. BORROWINGS
20242023
$$
Small business cashflow loan
66,447 81,847
Other (Insurance expense financing)
-1,562
66,447 83,409
Current
37,447 1,562
Non-current: Between one and five year
s
29,000 81,847
66,447 83,409
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. During the year one loan of $15,400 has been
repaid. 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.
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% - 13.70% per annum for outstanding
amounts. The advance with Anhui Asin International Trade Co. Limited is non-interest bearing.
AFC Group Holdings Limited Annual Report 2024
Page 49
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
18.
NET CASH OUTFLOW FROM OPERATING ACTIVITIES
The reconciliation of net profit / (loss) with cash outflow from operations is as follows:
20242023
Note
NZ$NZ$
Loss before taxation
53,911 (178,421)
Adjustment for non cash items
Amortisation and impairment of intangible assets15
150 150
Depreciation of property, plant and equipment
12
17,979
22,437
Depreciation of right-of-use assets
13
40,661
44,009
Impairment of property, plant and equipment
12
-14,729
Revaluation adjustment on inventory
77,341 113,398
2,772 7,958
Doubtful debts
6 -
Provision for closing stock
(48,515)
(16,658)
Adjustment for movements in working capital items
Trade and other receivables
(6,230)(1,379)
Inventories
(166,656)(59,303)
Prepayments and other current assets
(13,608)(20,238)
Related party receivable
2,624
(524)
Trade and other payables
(8,784)(29,124)
Related party payables
(48,900) 164,629
Net cash outflow from operating activities
(97,249)
61,663
19.
RELATED PARTIE
S
Related Parties:
Anhui Asin International Trade Co. Ltd
Anhui Asin Supply Chain Co. Ltd
Foreign exchange differences
Related party transactions have arisen where a person(s) has control or significant influence over the
reporting entity or where two entities are controlled or jointly controlled by a person(s) that has control or
significant influence over the reporting entity.
Company associated to company's major shareholder, Mr Yang
Xia
Bo Xian CaoDirector of company and subsidiary
E Way Holdings Group LimitedCompany associated with director, Mr Bo Xian Cao
Guangdong Farmside International Trading Co.
Limited
Company associated to company's major shareholder, Mr Yang
Xia
Australasian International Group LimitedCompany associated to company's major shareholder, Mr Yang
Company associated to company's major shareholder, Mr Yang
Xia
AFC Group Holdings Limited Annual Report 2024
Page 50
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
19. RELATED PARTIES (continued)
Related Parties (continued):
Jianfeng Chen
Related party balances
The following balances were held with related parties at year end.
Yang XiaDirector of company and subsidiary
Ex space limited
Director of company
Company associated with director, Mr Jianfeng Chen
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.
Hao Long
Howard & Co Consulting and Advisory Services
Limited
Company associated with key management, Mr Hao Long
Director of company and subsidiary, senior employee of AFC,
shareholder of company
New Zealand Guangdong General Association of
Commerce Inc
Company associated with director, Mr Bo Xian Cao
NZ Silveray Group LimitedCompany's major shareholder
JFC Group LimitedCompany associated with director, Jianfeng Chen
AFC Group Holdings Limited Annual Report 2024
Page 51
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
19. RELATED PARTIES (continued)
Related party balances (continued):
31 March31 March
20242023
$$
Related Party Receivables
- 2,174
- 450
- 2,624
Year ended Year ended
20242023
Related party transactions
$$
Sales of products or services provided to the following:
E Way Holdings Group Limited
79,017
NZ Silveray Group Limited
730,100 596,413
Howard & Co Consulting and Advisory Services Limited 7,670 448
Guangdong Farmside International Trading Co., Ltd
- -
Ex space limited
457,742 243,878
56,700 -
Anhui Asin International Trade Co. Ltd
34,975 -
New Zealand Guangdong General Association of Commerce Inc.
- 536
1,287,187 920,292
Sale of products Ex space limited
In 2023 the amount $91,304 was accrued wine sales incentive to Ex Space Limited and was paid once the 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 2024 for a period of at least 12
months from the date of signing the 31 March 2024 financial statements, or to such a point in time as the group has
the liquidity to settle these liabilities.
Nature of Transactions
Guangdong Farmside International Trading Co.
Limited
Payment on behalf of
Farmside
The related party advances with NZ Silveray Group Limited, Hao Long and E Way Holdings Group Limited (repaid
during the year) are interest bearing advances with interest being charged at 10.08% per annum on the original
advances outstanding and 13.70% per annum on a further advance this year of $300,000 from NZ Silveray group
Limited. The advance with Anhui Asin International Trade Co. Limited was repaid this year and was non-interest
bearing.
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.
JFC Group Limited
AFC Group Holdings Limited Annual Report 2024
Page 52
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
19. RELATED PARTIES (continued)
Year ended Year ended
20242023
Related party transactions
$$
Expenses repaid/recharged on behalf of the related party:
Guangdong Farmside International Trading Co. Limited
- 2,174
- 2,174
-
13,440
Anhui Asin International Trade Co. Ltd40,821
115,675 -
169,565
91,304
Guangdong Farmside International Trading Co., Ltd 49,000
25,000
Suncare Nutrition (NZ)-
14,376
161,200 98,125
- 4,375
536,261
246,620
Interest paid or credited on related party balances:
E Way Holdings Group Limited
- 5,618
Hao Long
4,075 3,490
NZ Silveray Group Limited - on advances
54,578 40,501
58,653 49,609
Key Management Personnel
MarchMarch
20242023
$$
Salaries and other short-term benefits
160,250 226,959
Directors' fees
- 4,375
160,250
231,334
20.
COMMITMENTS
The Group has no capital commitments as at 31 March 2024 (2023: $nil).
Ex space limited
Purchases from the following for services or products provided:
New Zealand National Trade Limited
Key management personnel are defined as those persons having authority and responsibility for planning, directing
and controlling the activities of the Group, directly or indirectly, and include the directors and the Chief Executive.
Remuneration paid to key management personnel is as follows:
Howard & Co Consulting and Advisory Services Limited
Australasian International Group Limited
Anhui Asin Supply Chain Co. Ltd
AFC Group Holdings Limited Annual Report 2024
Page 53
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
21. FINANCIAL INSTRUMENTS
Cate
gories of financial assets and liabilities
Financial
assets at
amortised
cost
Financial
liabilities at
amortised cost
Total
NZ$NZ$NZ$
Financial Assets:
Cash and cash equivalents
26,181 - 26,181
Trade and related party receivables
14,446 - 14,446
Total financial assets
40,627 - 40,627
Financial liabilities:
Trade and other payables
-
1,457,804 1,457,804
Borrowings
-
66,447 66,447
Lease liabilities
-
50,577 50,577
Total financial liabilities
- 1,574,828 1,574,828
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
- 83,409 83,409
Lease liabilities
- 90,567 90,567
Total financial liabilities
- 1,468,542 1,468,542
The specific financial risks that the Group is exposed to are discussed below.
31 March 2024
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 2023
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:
AFC Group Holdings Limited Annual Report 2024
Page 54
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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:
20242023
NZ$NZ$
China
- -
14,446 10,846
Total trade and related party receivables
14,446 10,846
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 creditquality financial institutions. The
Company performs credit evaluations on all customers requiring advances. The Company generally requires
collateral or other security to support loans advanced. The board and management on a regular basis assess
all receivables.
The 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 $428,380 (2023: $374,469). The related party advances of $914,362 (2023:
$732,622 ) included in the Group's capital structure are disclosed in note19. As there is no collateral over the
related party advances, the maximum exposure is represented by the carrying amount of the payables as at
the end of the reporting period.
The Group is not subject to any externally imposed capital requirements.
The Board reviews the Group's capital structure regularly. The capital ofthe Group is monitored to ensure
equity holder objectives are met, the primary of which is to ensure the Group provides a consistent return to
its equity shareholders through a combinations of capital growth and distributions. The Group manages its
capital to ensure the entities in the Group will be able to continue as going concerns.
As the Group does not hold any collateral, the maximum exposure to credit risk is represented by the carrying
amount of the financial assets as at the end of the reporting period.
The Group's concentrations of credit risk relate to one balance owing as atbalance date. One (1) amount is
owing from a customer which constitutes 100% of the total trade receivables as at the end of the reporting
period and there is nothing owing by related party customers as at the end ofthe report period. (2023: 24% of
the total trade receivables and related party receivables related to one of the Groups' related party customers).
New Zealand
AFC Group Holdings Limited Annual Report 2024
Page 55
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
21. FINANCIAL INSTRUMENTS (continued)
Credit risk
(continued)
Ageing analysis
The ageing analysis of the Group’s trade and related party receivables as at reporting date is as follows:
20242023
NZ$NZ$
Not past due
- 3,780
Past due 0-30
14,446 4,320
Past due 31-90
- 572
Past due more than 90
- 2,174
Total trade and related party receivables
14,446 10,846
Expected credit loss assessment as at 1 April 2023 and 31 March 2024
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 $14 (2023: $8)
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 2022 and 2023 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 amountsrelating 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. This year 100% of the receivables that
are past due relate to amounts owing by one customer.
AFC Group Holdings Limited Annual Report 2024
Page 56
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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 $
224,017 14,853 - - 238,870
Related party payables
10,638 957,240 247,493 - 1,215,371
Borrowings
26,523 6,631 4,293 29,000 66,447
Lease liabilities
17,263 28,435 4,879 - 50,577
278,441 1,007,159 256,665 29,000 1,571,265
210,873 1,162 - - 212,035
Related party payables
1,047,712 5,031 7,044 22,744 1,082,531
Borrowings
1,561 - 52,847 29,000 83,408
Lease liabilities
14,627 25,363 50,578 - 90,568
1,274,773 31,556 110,469 51,744 1,468,542
Interest rate risk profile
At the reporting date the interest rate profile of interest-bearing financial instruments was:
20242023
NZ$NZ$
Fixed interest instruments
Financial assets
- -
Financial liabilities
(971,386)(811,957)
Total
(971,386)(811,957)
The Financial assets and liabilities are fixed for various terms.
Fair value of financial assets and liabilities
Financial Liabilities
The following table sets out the maturity profile of the financial liabilities as at the end of the reporting period
based on contractual undiscounted cash flows (including interest payment computed using contractual rates
or, if floating, based on the rate at the end of the reporting period):
Trade creditors and other
payables
The 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.
2023
Financial Liabilities
Trade creditors and other
payables
2024
AFC Group Holdings Limited Annual Report 2024
Page 57
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
22. INVESTMENT IN SUBSIDIARIES
Name of subsidiaryPrincipal activity
20242023
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.
Ownership interest and voting
rights
AFC Biotechnology Manufacture Co Limited Manufacturing
AFC Longview Limited
AFC International Trading Group 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-makeris the person or group that allocates
resources to and assesses the performance of the operating segments on an entity. The Group has
determined the Group's Board of Directors as its chief operating decision-maker as the board is responsible
for allocating resources and assessing the performance of the operating segments and making strategic and
operating decisions. Income and expenses directly associated with each segment are included in determining
each segment's performance.
The Group operates in a number of business segments in New Zealand. The Group has determined its
operating segments into three segments, namely international marketingand distribution, vineyard and winery
and manufacturing. These segments reflect the different type of industrysectors 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 Group Holdings Limited Annual Report 2024
Page 58
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
23. SEGMENT REPORTING (continued)
Corporate
Year ended 31 March 2024
Vineyard and
winery Corporate
Manufacturing
Eliminations
and adjustments
Year ended 31
March 2024
NZ$NZ$NZ$NZ$NZ$
Operating Income
Operating Revenue
1,230,449 - 93,952 - 1,324,401
Other Revenue
11,309 275,414 -
(240,000) 46,723
Interest Income
3
275,680 96
(274,696) 1,083
Total Revenue
1,241,761 551,094 94,048 (514,696) 1,372,207
Cost of sales
268,580 2,174 84,330 - 355,084
Operating Expenses
Interest
66,789 77,524 205,685 (274,696) 75,302
- 150 - - 150
14,314 41,839 2,487 58,640
382,845 500,794 185,481 (240,000) 829,120
463,948 620,307 393,653 (514,696) 963,212
509,233 (71,387) (383,935) - 53,911
Assets
Segment assets
1,622,323 6,273,571 120,429 (6,013,114) 2,003,209
Capital Expenditure
- - - - -
Segment Liabilities
782,561 1,559,662 2,511,719 (3,279,113) 1,574,829
Amortisation and Impairment
losses
Total operating
expenses
Other expenses
Segment profit/ (loss)
before tax
Depreciation
The operations of this segment include providing accounting, managementand administration services to
other segments of the Group. AFC GoGlobal ECommerce Limited and AFC Education Investment Limited did
not trade during the 2024 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 2024 financial year.
The Group's taxation has not been allocated to segments and is included centrally. Financing has been
allocated to segments.
Sales between the segments of the Group are made on in a similar manner to transactions with third parties.
No operating segments have been aggregated to form the above reportable operating segments.
AFC Group Holdings Limited Annual Report 2024
Page 59
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
23. SEGMENT REPORTING (continued)
Year ended 31 March 2023
Vineyard and
winery Corporate
Manufacturing
Eliminations
and adjustments
Year ended 31
March 2023
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 - 66,447
329,362 518,765 211,312 (240,000) 819,439
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
20242023
NZ$ NZ$
53,911 (178,421)
- -
53,911 (178,421)
2,003,208 1,882,193
- -
2,003,208 1,882,193
1,574,828 1,507,724
- -
1,574,828 1,507,724
Total liabilities for operating segments
Adjustments
Position
Other expenses
Total assets for operating segments
Add: deferred tax asset
Position
Profit / (loss) before tax for operating segments
Impairment losses
Depreciation
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
Segment profit/(loss) before
tax
Total operating expenses
AFC Group Holdings Limited Annual Report 2024
Page 60
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
23. SEGMENT REPORTING (continued)
Geographical segments
Vineyard and
winery Corporate
Manufacturing
Eliminations
and adjustments Total
NZ$NZ$NZ$NZ$NZ$
China
730,100 - - - 730,100
New Zealand
500,349 - 93,952 - 594,302
Operating Revenue
1,230,449 - 93,952 - 1,324,402
China
589,100 - - - 589,100
New Zealand
437,526 - 48,816 - 486,342
Operating Revenue
1,026,626 - 48,816 - 1,075,442
All operations, assets, and liabilities were domiciled within New Zealand.
24. NET TANGIBLE ASSETS PER SHARE
20242023
NZ$NZ$
Total assets
2,003,208 1,882,193
Less right-of-use assets
44,049 84,710
Less intangible assets
408 558
Tangible assets
1,958,751 1,796,925
Less total liabilities
1,574,828 1,507,724
Add lease liabilities
50,577 90,567
Net tangible assets
434,500 379,768
Number of ordinary shares on issue
3,664,253,194 3,664,253,194
Net tangible assets / liabilities per share in NZ$
0.00011858 0.00010364
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 97% (2023: 86%) of the Group's total operating revenue.
31 March 2024
31 March 2023
The net tangible assets and number of shares used in the calculation are as follows:
AFC Group Holdings Limited Annual Report 2024
Page 61
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
25. CONTINGENT LIABILITIES
The Group has no contingent liabilities at 31 March 2024 (2023: 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 2024
Page 62
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
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
Independent auditor’s report to the shareholders of
AFC Group Holdings Limited
Report on the audit of the consolidated financial statements
Our opinion on the consolidated financial statements
In our opinion, the accompanying consolidated financial statements of AFC Group Holdings Limited (the
Company) and its subsidiaries (the Group), present fairly, in all material respects:
— the consolidated financial position of the Group as at 31 March 2024, and
— 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)
and International Financial Reporting Standards (IFRS).
What was audited?
We have audited the consolidated financial statements of the Group, which comprise:
— the consolidated statement of financial position as at 31 March 2024,
— the consolidated statement of comprehensive income for the year then ended,
— the consolidated statement of changes in equity for the year then ended,
— the consolidated statement of cash flows for the year then ended, and
— notes to the consolidated financial statements, including material accounting policy information.
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 we have fulfilled our
other ethical responsibilities in accordance with these requirements. 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, the Company or any of its
subsidiaries.
Page | 63
Page | 64
Material uncertainty related to going concern
We draw attention to Note 1.6 in the consolidated financial statements, which indicates that the Group’s
current liabilities exceeded its current assets by $964,917 at 31 March 2024. 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.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the consolidated financial statements of the current period. These matters were addressed in the
context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters. 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 communicated 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 $452,556 as disclosed in Note 11.
This represents 23% 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
-Assessed that appropriate disclosure has been
included in the financial statements
Page | 65
Area of focus How our audit addressed it
Property, Plant & Equipment
The Group owns property, plant & equipment
with a net book value of $1,382,719 as
disclosed in Note 12. This represents 69%
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
- Assessed that appropriate disclosure has been
included in the financial statements
Other information
The directors are responsible for the other information. The other information comprises the Directors’
Profiles, Directors’ Report, and Corporate Governance Statement for the year ended 31 March 2024, but
does not include the consolidated financial statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not
express any form of audit opinion or assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Directors’ responsibilities for the consolidated financial statements
The directors are responsible on behalf of the Group for the preparation and fair presentation of the
consolidated financial statements in accordance with NZ IFRS,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 on behalf of the Group 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.
Page | 66
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 the consolidated financial statements is located at
the External Reporting Board’s website:
https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1/
This description forms part of our 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 independent auditor’s report is made solely to the shareholders, as a body. Our audit work has been
undertaken so that we might state to the shareholders those matters which we are required to state to them
in the independent 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 shareholders, as a body, for our audit work,
this independent auditor’s report, or for the opinions we have formed.
William Buck Audit (NZ) Limited
Auckland,
26 June 2024
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%
45
6.56%56,9800.00%
9513.85%322,5780.01%
9914.43%727,5640.02%
23033.53%5,357,0910.15%
415.98%2,771,9900.08%
7110.35%13,352,7410.36%
243.50%16,355,6630.45%
8111.81%3,625,308,58798.94%
686100%3,664,253,194 100%
66997.52%3,660,756,82899.90%
Other172.48%3,496,3660.10%
686100.00%3,664,253,194100.00%
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 2024)
Spread of Shareholders (as at 31 May 2024)
5,000 - 9,999
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
AFC Group Holdings Limited Annual Report 2024
Page 67
AFC GROUP HOLDINGS LIMITED
SHAREHOLDER AND STATUTORY INFORMATION (continued)
Ordinary
Shares
Beneficially
Held
Ordinary Shares
Beneficially Held
% Held% Held
2024202320242023
1,508,808,517 1,508,808,51741.1841.18
451,043,376451,043,37612.3112.31
198,750,000198,750,0005.425.42
Lei Chen
180,000,000180,000,0004.914.91
Yinrui Shen
180,000,000180,000,0004.914.91
2,518,601,893 2,518,601,89368.7368.73
AppointedResigned
13-Apr-15
-
16-Sep-22
-
Jianfeng Chen
25-Oct-22-
Independent directors
06-Jun-16
-
Zilei Wang16-May-18
-
29-Mar-21
-
Bo Xian Cao
Jingwei Ma
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 2024 was 3,664,253,194 paid ordinary shares.
NZ Silveray Group Limited
Wei Fang
This information reflects the company’s records and disclosures made under section 280(1)(b) of the Financial Markets
Conduct Act 2013.
E Way Holdings Group Limited
Substantial Product Holders (as at 31 March 2024)
Shuang (Simon) Xia
-1,508,808,517
SharesShares
Beneficially Owned
Held Solely
Beneficially Owned Held by Associated
Persons
Bo Xian Cao-198,750,000
Yang Xia
Statement of Directors’ Security Holdings (as at 31 March 2024)
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.
AFC Group Holdings Limited Annual Report 2024
Page 68
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 2024:
Donations of $500 were made during the period (2023: Nil)
Donations
The Directors of AFC Group Holdings Limited were voluntarily received no director fee for the twelve months to 31 March
2024 to support the business development. No other remuneration or benefits were paid to directors during this
period.
Employees Remuneration (Excluding Directors)
There was one employee who received remuneration in excess of $100,000 during the year.
Directors' Indemnity and Insurance
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.
Shuang Xia
NZ Silveray Group Limited
AFC Biotechnology Manufacture Co.,Ltd
Directors’ Remuneration and Other Benefits
There were no other securities transactions disclosed to the Board and entered into the Interests Register for the year to
31 March 2024
Yang Xia
AFC International Trading Group Limited
E Way Holdings Group Limited
Ex Space Limited
JFC Group Limited
Bo Xian Cao
Jianfeng Chen
Statement of Directors’ Security Holdings (as at 31 March 2024) (continued)
Anhui Asin International Trade Co. Ltd
Guangdong Farmside International Trading Co Limited
Anhui Asin Supply Chain Co. Ltd
National Dairy Group Ltd
NZ Silveray Group Limited
Australasian International Group Limited
AFC Group Holdings Limited Annual Report 2024
Page 69
AFC GROUP HOLDINGS LIMITED
CORPORATE INFORMATION
SOLICITORSAFC GROUP HOLDINGS LIMITED
Buddle Findlay New Zealand LawyersSecurity code: AFC
P O Box 1433Listed on NZX Market
Auckland 1140NZ Company number: 1799581
SHARE REGISTRAR HEAD OFFICE / REGISTERED OFFICE
Computershare Investor Services Limited AFC Group Holdings Limited
Level 2, 159 Hurstmere RoadLevel 15, Tower 2, 205 Queen Street
Private Bag 92-119Auckland 1010
Auckland 1142New Zealand
ACCOUNTANTS
RSM New Zealand (Auckland)TELEPHONE
PO Box 20427664-9-930-0245
Level 2, Building 5
62 Highbrook Drive, HighbrookWEBSITE
Auckland 2013
www.afcnz.com
AUDITORS
William Buck Audit (NZ) Limited
P O Box 106 090
Level 4, 21 Queen Street
Auckland 1010
BANKERS
ANZ Bank New Zealand Limited
AFC Group Holdings Limited Annual Report 2024
Page 70
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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