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AFC Group Holdings Limited 2024 Annual Report

Annual Report25 June 2024AFCFinancials

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

Page 3

AFC Group Holdings Lim
ited Annual Report 2024

Page 4

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.

AFC Group Holdings Lim
ited Annual Report 2024

Page 5

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.

AFC Group Holdings Lim
ited Annual Report 2024

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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.

AFC Group Holdings Lim
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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.

AFC Group Holdings Lim
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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)

AFC Group Holdings Lim
ited Annual Report 2024

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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.

AFC Group Holdings Limited Annual Repor
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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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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
ited Annual Report 2024

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age 13

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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age 14

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

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