AFC Group Holdings Limited 2026 Annual Report
AFC GROUP HOLDINGS LIMITED
ANNUAL REPORT
2026
For the year ended 31 March 2026
NZX: AFC
AFC Group Holdings Limited Annual Report 2026 2
AFC GROUP HOLDINGS LIMITED
ANNUAL REPORT CONTENTS
FOR THE YEAR ENDED 31 MARCH 2026
Page
Directors' Profiles 3
Directors' Report 4 – 5
Corporate Governance Statement 6 – 23
AFC Longview Limited 24
AFC International Trading Group Limited 24
National Dairy Group Limited 24
AFC Biotechnology Manufacture Co Limited 24
AFC GoGlobal Ecommerce Limited 25
AFC Education Investment Limited 25
Consolidated Financial Statements 26
Consolidated Statement of Comprehensive Income 27
Consolidated Statement of Changes in Equity 28
Consolidated Statement of Financial Position 29
Consolidated Statement of Cash Flows 30
Notes to the Consolidated Financial Statements 31 – 66
Independent Auditor's Report 67 – 68
Shareholder and Statutory Information 69 – 71
Corporate Information 72
AFC Group Holdings Limited Annual Report 2026 3
AFC GROUP HOLDINGS LIMITED
DIRECTORS' PROFILES
YANG XIA
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
Xia has expanded his investment activities into New Zealand. He found the NZ Silveray Group Limited in 2014. Mr Xia is
now the Chair of the Board of Directors of AFC Group.
BO XIAN CAO
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 Cao joined AFC in 2016, and he is
currently the director of AFC Group Holdings Limited and Chairman of the Audit and Risk Committee.
JINGWEI MA
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.
JIANFENG CHEN
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.
SHUANG XIA
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.
ZILEI WANG
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.
AFC Group Holdings Limited Annual Report 2026 4
AFC GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
In financial year 2026, AFC Group Holdings Limited ("AFC" or "the Company") continued to operate in a challenging
market environment. The Group's performance was adversely affected by declining sales, including lower overseas wine
sales, together with slower-than-expected progress in developing new business opportunities. These operational
challenges, coupled with an unfavourable international trading environment and broader macroeconomic conditions,
impacted the Group's financial performance during the year.
Summary of Financial Results
For the year ended 31 March 2026, AFC Group reported operating revenue of NZ$161,285, compared with NZ$741,088 in
the previous financial year. The decline was primarily attributable to lower sales. As a result, the Group recorded a net loss
of NZ$818,093 for the year.
As at 31 March 2026, the Group's net assets amounted to NZ$206,390, and Cash and Bank Balances totalled NZ$39,437.
Property, plant and equipment amounted to NZ$1,463,053. The Group will continue to require prudent cash management
and ongoing funding support while management implements its growth initiatives.
Going Concern
The consolidated financial statements have been prepared on a going concern basis. In assessing the appropriateness of
the going concern assumption, the Directors considered the Group's asset position, shareholder support arrangements,
forecast operating performance, strategic initiatives and available funding alternatives, together with the existence of
ongoing losses, the working capital deficit and the Group's reliance on shareholder support.
The Directors considered the following key mitigating factors:
The Group holds significant unencumbered property assets, including three residential units at Longview Vineyard. These
assets provide financial flexibility and access to additional funding, if required.
The Group maintains inventories that are expected to generate future cash inflows with only limited additional cash
expenditure.
Related-party liabilities totalling NZ$1,170,427 are subject to deferred repayment arrangements. During the financial year,
the AFC Group received a total of NZ$781,170 in debt forgiveness from a related party, NZ Silveray Group Ltd which
comprising the interest waived amounted to $281,170 and the debt waived was $500,000, thereby improving short-term
liquidity.
The Group's major shareholder, NZ Silveray Group Limited ("NZSG"), has continued to provide financial support. During
the year ended 31 March 2026, NZSG provided funding of approximately NZ$700,000 and subsequently advanced a
further NZ$100,000 in both April and May 2026. NZSG has also provided a letter of support confirming that existing
shareholder loans will not be called upon until the Group is financially able to repay them.
Management has prepared financial forecasts through to 31 March 2029 based on historical performance and current
budgets, which indicate that the Group is expected to return to break-even with modest profitability.
The Directors have carefully assessed the risks associated with the successful implementation of these plans and have
considered:
the Group's asset position, shareholder support arrangements, forecast operating performance, strategic initiatives and
available funding alternatives; and
the existence of ongoing losses, the working capital deficit and the Group's reliance on shareholder support.
The Directors acknowledge that a material uncertainty exists that may cast significant doubt on the Group's ability to
continue as a going concern. Nevertheless, the Directors consider that the mitigating factors described above provide
reasonable grounds to conclude that the Group will continue as a going concern. Accordingly, these consolidated financial
statements have been prepared on a going concern basis and no adjustments have been made to the carrying values of
assets and liabilities.
Outlook and Strategic Initiatives
AFC recognises the high level of uncertainty in the market. Despite these challenges, the Group has developed a series of
initiatives to navigate the current environment, achieve future revenue growth and create value for shareholders. AFC is
also integrating its operations with the broader commercial activities of its major shareholder, leveraging shared resources,
expertise and market opportunities to drive innovation and long-term value creation.
AFC Longview Limited ("AFCLV" and "Longview Estate")
AFCLV expects to increase sales of White Diamond, Port and OEM wines into the Chinese market. Existing contractual
arrangements support sales of White Diamond and Port wines. To support future demand, additional White Diamond vines
are being planted. The company also plans to broaden its product portfolio by introducing more competitively priced wines.
NZSG has expressed its intention to purchase the entire wine production of Longview Estate, and management considers
the forecast sales volumes achievable based on historical performance and current customer discussions.
AFC Group Holdings Limited Annual Report 2026 5
AFC Biotechnology Manufacture Co Limited
The key assumption underlying future performance is sales volume. AFC Biotechnology expects to sell approximately
2,284 cartons of facial mask products during the forecast period, representing a moderate level of sales compared with the
previous three years. To support future growth, the company intends to strengthen collaboration with distributors and
expand its secondary distribution channels.
AFC Group Holdings Limited
Management has been actively pursuing new business opportunities, mergers and acquisitions, and reverse takeover
transactions during the 2027 financial year. These initiatives are intended to attract strategic investors, introduce new
projects and create additional growth drivers. The Group will pursue those opportunities that provide the greatest strategic
benefit and may integrate complementary projects to maximise long-term value. In accordance with NZX continuous
disclosure requirements, the Company will inform the market when any such opportunity reaches a stage requiring
disclosure.
Despite the challenges ahead, AFC will continue to focus on broadening revenue streams, expanding its market presence,
identifying new business opportunities and enhancing operational resilience. The Board remains optimistic that these
initiatives will enhance shareholder value and support the Group's long-term growth objectives.
On behalf of the Board, the Directors wish to thank shareholders for their continued support.
Yang Xia
Chairman
AFC Group Holdings Limited Annual Report 2026 6
AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT
AFC Group Holdings Limited (“AFC”) recognizes the critical importance of sound corporate governance
practices. In fulfilment of this commitment, the Board of Directors (the ‘Board’), in conjunction with the
management team, has adopted a comprehensive set of corporate governance guidelines designed to promote
the creation of value for shareholders, the maintenance of the highest ethical standards and the implementation
of control systems commensurate with the level of risk involved.
The Board is committed to an ongoing evaluation of AFC's governance structure to ensure compliance with
leading industry practices. Recognizing the constraints imposed by the current size of the business and limited
resources, we have made a conscious effort to balance the development of a financially sound business with
the establishment of a structured governance framework. Throughout the fiscal year concluding on 31 March
2026, the Board has placed emphasis on meeting the key requirements of the NZX Listing Rules and the NZX
Corporate Governance Code. However, AFC recognizes that ongoing work is required to fully comply with each
recommendation in the Code.
The Code comprises eight (8) fundamental principles, each supported by a series of recommendations. The
Board has thoroughly evaluated and hereby reports on AFC's compliance with each recommendation. The
contents of this report are up to date as of the release date and have been ratified by the Board.
The Board report on the latest version of the NZX Corporate Governance Code, revised on 31 March 2026.
The NZX Corporate Governance Code can be found on the NZX Website at:
https://www.nzx.com/regulation/nzx-rules-guidance/nzx-listing-rules
AFC Group Holdings Limited Annual Report 2026 7
AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
Principle 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 organization.”
RECOMMENDATION 1.1
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, as required by law, and takes account of interests of
shareholders and other stakeholders;
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 whistleblower 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 2026:
The Board firmly believes that ethical behaviour is fundamental to sound corporate governance and the
protection of AFC's reputation. In line with this principle, the Board has developed ethical standards that are
fully consistent with the recommendations above and which are the same standards we expect of our
management and employees.
AFC Group Holdings Limited Annual Report 2026 8
AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
AFC has instituted a Code of Ethics that fulfils the recommendation comprehensively. It is mandatory for all
employees to familiarise themselves with the code of ethics. and the Code of Ethics has been published on
AFC’s website at https://www.afcnz.com/.
RECOMMENDATION 1.2
1.2 An issuer should have a financial product dealing policy that applies to employees and directors.
Compliance with recommendation during the year ended 31 March 2026:
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/.
Principle2-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 comprised of individuals with extensive expertise in business, technology and
finance. This diverse background enables us to lead the company with acumen and integrity. The Board is
confident in its adherence to governance principles, ensuring strong oversight and strategic direction.
Board Composition
The Board provides overall oversight of AFC's operations, guides the strategic direction of the company and
ensures compliance with all relevant legal and regulatory frameworks. We are accountable to our shareholders
and stakeholders, and AFC endeavours to maintain a Board with a broad range of skills and knowledge relevant
to the industries in which we operate. This approach helps us to respond effectively to challenges, capitalise on
opportunities and ultimately create value for all stakeholders.
AFC Group Holdings Limited Annual Report 2026 9
AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
As at 31 March 2026, the Board comprised the following directors:
Yang Xia
Non-Executive (Chair)
Bo Xian Cao Independent
Jingwei Ma Independent
Jianfeng Chen Non-Executive
Shuang Xia Non-Executive
Zilei Wang Independent
All directors have been appointed under the provisions of AFC’s constitution. No director has been appointed
by an equity security holder under the Governing Document, in accordance 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 taking into account the factors outlined in the NZX Corporate Governance
Code that could potentially affect a director's independence. Jingwei Ma was assessed by the Board as an
independent director because she no longer receives any form of performance-based remuneration from the
company and has no conflicts of interest that could influence her decisions. None of the independent directors
has a material relationship with AFC, and none are involved in the day-to-day operation of the company.
Refer to the Directors’ Profiles section of this Annual Report for further details.
Board Meetings
The Board met 5 times during the year, which enabled the Board to be provided with accurate timely information
on all aspects of AFC’s operations and to make informed decisions.
AFC Group Holdings Limited Annual Report 2026 10
AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
Furthermore, the Board holds additional meetings as necessary to address specific matters that require
immediate attention, including discussions on various opportunities. The number of such additional meetings is
not reflected in the figures provided below.
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
Gender Diversity
The gender balance of the AFC’s Directors and officers was as follows:
as at 31 March 2026 as at 31 March 2025
Directors Officers* Directors Officers*
Female 1 0 1 1
Male 5 1 5 2
Total 6 1 6 3
*Officers exclude any directors of AFC.
RECOMMENDATION 2.1
2.1 The board of an issuer should operate under a written charter that 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.
AFC Group Holdings Limited Annual Report 2026 11
AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
Compliance with recommendation during the year ended 31 March 2026:
The Board adopted a written Board Charter on listing. The Charter sets out the roles and responsibilities of the
Board and Management and complies with the recommendation in full.
The Board Charter has been published on AFC’s website at https://www.afcnz.com/.
RECOMMENDATION 2.2
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 2026:
AFC has complied with the recommendation during the year to 31 March 2026. The company has a procedure
for the Nomination and Appointment of Directors that aligns with the recommendation.
RECOMMENDATION 2.3
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 2026:
AFC has entered into a written agreement with each director establishing the terms of their appointment. No
new director has been appointed during the financial year ended 31 March 2026.
RECOMMENDATION 2.4
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.
AFC Group Holdings Limited Annual Report 2026 12
AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
Compliance with recommendation during the year ended 31 March 2026:
All of the information detailed in the recommendation is included in this Annual Report and can be found in the
Directors’ Profiles, Corporate Governance Statement and Shareholder and Statutory Information sections.
RECOMMENDATION 2.5
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/NZX20 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 diversity policy or a summary of it.
Compliance with recommendation during the year ended 31 March 2026:
AFC has not complied with the recommendation during the year ended 31 March 2026, as the company has
not yet implemented a formal written diversity policy. However, the Board acknowledges the extensive
advantages that diversity brings to an organisation. The Company has drafted a diversity policy, which will come
into effect once approved.
The gender composition of AFC’s directors and officers is included above.
RECOMMENDATION 2.6
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 2026:
The company has not complied with the recommendation during the year ended 31 March 2026, as the board
did not engage in any training activities. However, the Board members possess a comprehensive understanding
of their responsibilities as Directors of a publicly listed company. They recognise the importance of staying up
to date with the most effective ways of discharging their duties and plan to undergo training as and when
necessary to maintain their knowledge and competence.
AFC Group Holdings Limited Annual Report 2026 13
AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
RECOMMENDATION 2.7
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 2026:
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 2026. The progress made during the year is
that AFC has drafted a procedure for regular review of its own performance and that of its members. It will be
implemented once finalised.
RECOMMENDATION 2.8
2.8 A majority of the board should be independent directors.
Compliance with recommendation during the year ended 31 March 2026:
3 of the 6 Directors of AFC have been identified as Independent Directors of AFC. However, it is not the majority,
and AFC accordingly has not complied with the recommendation.
The Board of Directors believes that the current composition of the Board for the year is satisfactory and enables
it to make decisions in the best interests of the Company and its shareholders. Where a director has a conflict
of interest in certain matters, he or she should not be involved in decision-making on those particular matters.
RECOMMENDATION 2.9
2.9 An issuer should have an independent chair of the board.
Compliance with recommendation during the year ended 31 March 2026:
AFC has not complied with the recommendation. During the financial year ended 31 March 2026, Yang Xia was
chair of AFC. Mr Xia was not an independent director; throughout that period, he was a non-executive director
and was not involved in day-to-day management.
AFC Group Holdings Limited Annual Report 2026 14
AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
RECOMMENDATION 2.10
2.10 The chair and the CEO should be different people.
Compliance with recommendation during the year ended 31 March 2026:
The chair and the CEO were held by different individuals in AFC. However, the CEO role remained vacant over
the past year. Tony Xia temporarily assumed the duties of CEO for the year ended 31 March 2026. The company
is still seeking a qualified candidate to fill 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
3.1 An issuer's audit committee should operate under a written charter. An audit committee should only comprise
non-executive directors of the issuer. One member of the committee should be both independent and have an
adequate accounting or financial background. 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 2026:
The AFC Audit Committee was formed with the purpose of emphasizing audit and risk management and
assuming responsibilities related to financial reporting and adherence to regulatory requirements. A written
charter for the Audit Committee has been adopted and published on AFC’s website at https://www.afcnz.com/.
The Audit Committee is responsible for overseeing the performance and independence of the external auditors
and provides recommendations to the Board.
The Audit Committee held 5 meetings during the year. The Audit Committee comprises the following members:
Bo Xian Cao (Chair of Audit Committee, Independent Director)
Jingwei Ma (Independent Director)
Zilei Wang (Independent Director)
AFC Group Holdings Limited Annual Report 2026 15
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 them to identify risks associated with the business.
2. Recommending the appointment of the independent auditor and ensuring that the Key Audit partner is
changed at least every 5 years.
3. Having direct communication with and unrestricted access to the independent auditor and any internal
auditors or accountants.
4. Reviewing the financial reports and advising all Directors whether they comply with the appropriate laws
and regulations.
The Audit Committee comprises all independent directors. Zilei Wang is a member of the Chinese Institute of
Certified Public Accountants (CICPA), and he has a financial background in accordance with the requirements
of NZX Listing Rule 2.13.2.
RECOMMENDATION 3.2
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 2026:
In the AFC, non-committee members, including employees, attended audit committee meetings only at the
committee's invitation during the year.
RECOMMENDATION 3.3
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 2026:
Remuneration committee responsibilities were dealt with by the full Board during the year ended 31 March 2026.
RECOMMENDATION 3.4
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.
AFC Group Holdings Limited Annual Report 2026 16
AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
Compliance with recommendation during the year ended 31 March 2026:
The responsibilities of the Nomination Committee were addressed by the full Board during the year ended 31
March 2026.
RECOMMENDATION 3.5
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 2026:
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, during the year ended
31 March 2026.
RECOMMENDATION 3.6
3.6 The board should establish appropriate protocols that set out the procedure to be followed if there is a
'control transaction' for the issuer, including the procedure for any communication between the issuer's board
and management and the bidder. The board should disclose the scope of independent advisory reports to
shareholders. These protocols should include the option of establishing an independent control transaction
committee, and the likely composition and implementation of an independent control transaction committee.
Compliance with recommendation during the year ended 31 March 2026:
The company did not fully comply with the recommendation during the year to 31 March 2026. However, AFC
has established a formal written Takeover Response Procedure during the year.
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
4.1 An issuer's board should have a written continuous disclosure policy.
AFC Group Holdings Limited Annual Report 2026 17
AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
Compliance with recommendation during the year ended 31 March 2026:
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
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 2026:
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 still being
formulated. Once finalised, they will be published on the AFC’s website.
RECOMMENDATION 4.3
4.3 Financial reporting should be balanced, clear and objective.
Compliance with recommendation during the year ended 31 March 2026:
The Board is committed to ensuring that AFC's financial reporting is transparent, balanced and objective. For
the financial year ended 31 March 2026, the directors confirm that the financial statements are presented in a
clear and objective manner, providing a full understanding of the company's performance, business model,
strategic direction, risks and 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.
AFC Group Holdings Limited Annual Report 2026 18
AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
Compliance with recommendation during the year ended 31 March 2026:
AFC has not complied with the recommendation during the year to 31 March 2026, as non-financial disclosure
has not been completed. Given its current scale, AFC lacks a formal environmental, social, and governance
(ESG) reporting framework. However, the Board is considering this matter and intends to report on non-financial
aspects in the future.
Principle 5- Remuneration
“The remuneration of directors and executives should be transparent, fair and reasonable.”
RECOMMENDATION 5.1
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 2026:
The Directors’ remuneration package was approved by shareholders in the previous year, and for the year
ended 31 March 2026, the Directors voluntarily accepted no Directors' fee to support the business. Director
remuneration is disclosed in the Shareholder and Statutory Information section of this Annual Report.
RECOMMENDATION 5.2
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 2026:
AFC has not complied with the recommendation during the year to 31 March 2026, as it is yet to adopt a formal
written Remuneration Policy.
The Board acknowledges the importance of clearly defined responsibilities and performance metrics in
determining the compensation for executive directors and senior management. AFC is on its way to developing
a formal written remuneration policy. Once established, the policy will be publicly accessible on AFC's website.
AFC Group Holdings Limited Annual Report 2026 19
AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
RECOMMENDATION 5.3
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 2026:
Information in relation to the remuneration arrangements is included in Note 19 of this Annual Report under the
section on Key Management Personnel. During the period ended on March 31, 2026, the AFC CEO position
was vacant. No remuneration was paid to the CEO during this period.
Principle 6-RiskManagement
“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
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 2026:
AFC and its subsidiaries maintain a firm commitment to proactive risk management. The entire Board, supported
by the Audit Committee, is responsible for overseeing risk management, with the Executive Director managing
day-to-day risks.
Currently, AFC is developing a formal Risk Management and Compliance framework. This document will detail
significant business risks and establish control measures and reporting systems to effectively manage and
monitor these risks. Despite these efforts, the company did not fully comply with this recommended framework
for the fiscal year ended 31 March 2026.
RECOMMENDATION 6.2
6.2 An issuer should disclose how it manages its health and safety risks and should report on its health and
safety risks, performance and management.
AFC Group Holdings Limited Annual Report 2026 20
AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
Compliance with recommendation during the year ended 31 March 2026:
Recognising the critical importance of health and safety in successful business operations, the Board of AFC 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,
there were no health and safety incidents reported in the fiscal year ended 31 March 2026.
Principle 7 -Auditors
“The board should ensure the quality and independence of the external audit process.”
RECOMMENDATION 7.1
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
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 2026:
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, as well as their
independence.
For the fiscal year ended 31 March 2026, Grant Thornton New Zealand served as AFC’s external auditor. To
uphold auditor independence, audit services were strictly separated from non-audit services. No other non-audit
services were provided by William Buck during this period. Details of the fees paid to auditors are transparently
disclosed in the annotations to the consolidated financial statements.
Grant Thornton New Zealand has issued a written assurance to the Board confirming its ability to maintain
independence throughout the fiscal year.
AFC Group Holdings Limited Annual Report 2026 21
AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
RECOMMENDATION 7.2
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 2026:
Grant Thornton New Zealand did not participate in the virtual annual meeting scheduled for 15 September 2024,
as AFC had been actively seeking a new Auditor since William Buck's resignation on 29/07/2025.
RECOMMENDATION 7.3
7.3 Internal audit functions should be disclosed.
Compliance with recommendation during the year ended 31 March 2026:
AFC did not have a dedicated internal auditor role during the period to 31 March 2026 due to the relatively
restricted size and scope of AFC's operations. The Board, alongside the Audit Committee, has assumed
responsibility for 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
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 2026:
Financial statements, NZX announcements, Directors’ profiles, and key operational and governance information
are available on the website at https://afcnz.com/.
AFC Group Holdings Limited Annual Report 2026 22
AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
RECOMMENDATION 8.2
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 shareholders the
option to receive communications from the issuer electronically.
Compliance with recommendation during the year ended 31 March 2026:
AFC offers all shareholders the option to receive 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
8.3Quoted 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 2026:
Shareholders have been given the right to vote on all major decisions in line with the NZX Rules during the year
ended 31 March 2026.
RECOMMENDATION 8.4
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 2026:
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 the cost of extending offers to all shareholders are in the
best interests of the Company and its shareholders.
RECOMMENDATION 8.5
8.5 The board should ensure that the notice of annual or special meeting 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.
AFC Group Holdings Limited Annual Report 2026 23
AFC GRO UP HOLDINGS LIMITED
CORPORATE GO VERNANCE STATEMENT (continued)
Compliance with recommendation during the year ended 31 March 2026:
Notice of the FY2025 annual meeting was delivered to shareholders on 13 August 2025, which was 23 working
days prior to the Annual Meeting. The Board values active shareholder participation in meetings and
recognises the importance of providing shareholders ample time to review meeting materials. Therefore,
going forward, notices for future shareholder meetings will be issued at least 20 working days in advance of
the meeting dates.
AFC Group Holdings Limited Annual Report 2026 24
AFC GROUP HOLDINGS LIMITED
AFC LONGVIEW LIMITED
Longview Estate was established by the Vuletich family in 1969. Longview Estate Wines pioneered wine-
growing in Whangarei. Longview is the oldest commercially operating vineyard in northern New Zealand with
a total area of 4.22 hectares of vines. The Winery produces a series of wines with annual output of 16,000
litres. Varieties include Merlot, Cabernet Franc, Malbec, Syrah, Chardonnay, White Diamond and
Gewürztraminer. The major wines are Reserve Gewurztraminer, Chardonnay, White Diamond, Merlot
Cabernet Franc Malbec-Syrah and Gumdiggers Port. White Diamond is the unique product in New Zealand.
White Diamond grapes produce a sweet fragrant, fruity wine, with an intense grape flavour. "Once tasted
never forgotten".
AFC 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.
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 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. During the year ended 31 March 2026,
the Company maintained its production capability and focused on quality control, inventory management and
the sale of existing products amid challenging market conditions and weak demand in China. Trading
remained below historical levels, and management concentrated on strengthening distributor relationships,
refining agency arrangements and expanding secondary distribution channels to support future growth. The
Company remains committed to developing both domestic and international markets and expects sales to
improve progressively through enhanced distribution networks and strategic partnerships.
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 2026 25
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 Group Holdings Limited Annual Report 2026 26
AFC GROUP HOLDINGS LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 27
AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2026
Notes 2026 2025
NZ$ NZ$
Revenue
Operating revenue 2 161,285 741,088
Cost of sales 3 (236,289) (363,892)
Gross profit/(loss) (75,004) 377,196
Other income 2 4,161 328,975
Expenses
Selling and distribution 3 (7,708) (147,786)
Administration 3 (558,754) (617,632)
Reversal/(impairment loss) on trade receivables 9 - 14
Operating loss (637,305) (59,233)
Finance income 2 3,314 2,409
Finance expense 3 (184,102) (127,982)
Net finance expense (180,788) (125,573)
Loss before income tax (818,093) (184,806)
Income tax expenses 4 - -
Loss for the year (818,093) (184,806)
Other comprehensive income - -
Total comprehensive loss for the year (818,093) (184,806)
Total comprehensive profit/(loss) attributable to:
Equity holders of the parent (497,850) (163,584)
Non-controlling interest 7 (320,243) (21,222)
(818,093) (184,806)
Profit/(loss) per share:
Basic and diluted earnings per share in NZ$ 5 (0.00014) (0.00004)
AFC Group Holdings Limited Annual Report 2026 28
AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026
Notes
Issued Share
Capital
NZ$
Accumulated
Losses
NZ$
Equity
contribution
from the
shareholder
NZ$
Equity Holders
of the Parent
NZ$
Non-Controlling
Interests
NZ$
Total
NZ$
Balance as at 1 April
2025
28,679,503 (27,676,940) - 1,002,563 (758,989) 243,574
Net loss for the
financial year
7 - (497,850) - (497,850) (320,243) (818,093)
Other Comprehensive
income
- - - - - -
Total comprehensive
loss
- (497,850) - (497,850) (320,243) (818,093)
Reconciliation
adjustment
22,409 22,409 (22,409) -
Equity portion of
shareholder loan
forgiven
- - 780,908 780,908 - 780,909
Balance as at 31
March 2026
28,679,503 (28,152,380) 780,908 1,308,031 (1,101,641) 206,390
Balance as at 1 April
2024
28,679,503 (27,513,356) - 1,166,147 (737,767) 428,380
Net loss for the
financial year
7 - (163,584) - (163,584) (21,222) (184,806)
Other comprehensive
income
- - - - - -
Total comprehensive
loss
- (163,584) - (163,584) (21,222) (184,806)
Balance as at 31
March 2025
28,679,503 (27,676,940) - 1,002,563 (758,989) 243,574
AFC Group Holdings Limited Annual Report 2026 29
AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2026
Notes 2026 NZ$ 2025 NZ$
SHAREHOLDERS EQUITY
Issued share capital 6 28,679,503 28,679,503
Equity contribution from shareholder 780,908 -
Accumulated losses (28,152,380 ) (27,676,940)
Total Equity attributable to shareholders of the company 1,308,031 1,002,563
Non -controlling Interest 7 (1,101,641) (758,989)
Total shareholders funds 206,390 243,574
Represented by:
CURRENT ASSETS
Cash and bank balances 8 39,437 3,760
Trade, other and related party receivables 9 97,976 108,294
Current Investments 10 20,392 20,223
Inventories 12 271,447 303,905
Prepayments and other current assets 11 19,514 79,408
Total current assets 448,766 515,590
NON-CURRENT ASSETS
Property, plant and equipment 13 1,463,053 1,455,273
Right-of-use assets 14 107,231 158,701
Intangible assets 16 308 258
Total non-current assets 1,570,592 1,614,232
Total assets 2,019,358 2,129,822
CURRENT LIABILITIES
Trade, other and related party payables 17 1, 643,604 1,659,609
Lease liabilities 14 51,374 44,936
Borrowings 18 50,012 56,447
Total current liabilities 1,744,990 1,760,992
NON-CURRENT LIABILITIES
Borrowings 18 10,000 10,000
Lease liabilities 14 57,978 115,256
Total non-current liabilities 67,978 125,256
Total liabilities 1, 812,968 1,886,248
Net assets/(liabilities) 206,390 243,574
For and on behalf of the Board, dated _______________
________________________ ________________________
Yang Xia Bo Xian Cao
Director Director
30/06/2026
AFC Group Holdings Limited Annual Report 2026 30
AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2026
2026 NZ$ 2025 NZ$
Cash flows from operating activities
Cash was received from:
Receipts from customers 171,603 62,341
Receipts from related parties 260 447,398
Interest received 3,314 2,409
Other receipts 3,901 22,335
Cash was applied to:
Payments to suppliers and employees (729,872) (730,530)
Payment to related parties - (70,891)
Interest paid (5,340) (5,397)
Lease interest 14 (14,109) (3,363)
Net cash outflow from operating activities 19 (570,243) (275,697)
Cash flows from investing activities
Cash was applied to:
Purchase of property, plant and equipment 13 (10,354) (3,174)
Term Deposit - (20,223)
Net cash outflow from investing activities (10,354) (23,397)
Cash flows from financing activities
Cash was received from:
Loan received from related parties 635,769 355,133
Cash was applied to:
Payments for lease liabilities principal (50,840) (45,698)
Repayments to related parties - (24,074)
Repayment to borrowings (6,000) -
Net cash inflow from financing activities 578,929 285,361
Net increase/(decrease) in cash and cash equivalents (1,668) (13,733)
Foreign currency translation adjustment - (8,688)
Cash and cash equivalents at the beginning of the year 3,760 26,181
Cash and cash equivalents at the end of the year 2,092 3,760
Restricted cash balance 37,345 -
Cash and Bank balance at the end of the year 8 39,437 3,760
AFC GROUP HOLDINGS LIMITED
NOT ES TO THE CONSOLID AT ED FIN ANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 31
1. MATERIAL A CCOUNTING POL ICIES
REPORTING ENTITY
AFC Grou p Hol dings L imit ed (the “Company”) is a c ompany inc orporated and domiciled in New Zea land and reg ist ered under
the Companies A ct 1993. The Company is list ed and its ordin ary s hares are quoted on the NZX main board equity sec urity
mar ket (NZX main mar ke t) and the addresses of its reg ist ered office and principal place of business are d isclosed in th e
Corporate Inf ormation secti on of this report. The Company is an FMC Reporting Entity under the Financial Mar ke ts Conduct A ct
2013 and its f inancial s tatements c omply w ith the C ompanies A ct 1993 and the F inancial Mar ke ts Conduct A ct 2013.
The conso lidated financial stat ements of AFC Grou p Hol dings Limit ed for the year ended 31 Mar ch 2026 comprise th e
Company and its s ubsidiaries (t oget her referred to a s t he "Group "). For the purposes of complying w ith generally a ccepted
accounting practice in New Zea land ( "NZ GAAP"), the Grou p is a f or-prof it entity. As a list ed c ompany, the Grou p is c onsidered a
Tier One entity. The principal acti vity of the Company and the Grou p is to produce, manufa cture and purchase food, health, and
cos metic products for dist ribution in New Zea land and the Chi nese mar ke ts. The Grou p a lso operates in the winery and viney ard
industry
wh ic
h has manufa cturing operations. The largest s hareholder is NZ Silv eray Grou p L imit ed, refer to note 20.
1.1 State ment of comp liance
These financial stat ements have been prepared in accordance with NZ GAAP. They comply w ith New Zea land equivalents to
Int ernational Financial Reporting Standards and other applicable F inancial Reporting Standards ("NZ IFRS"), as applicable to
the Grou p a s a prof it-oriented entity. These financial stat ements a lso c omply w ith Int ernational Financial Reporting Standards
("IFRS").
The conso lidated financial stat ements w ere approved and aut horised for issue by the directors o n _____________.
The directors are not able to amend the f inan
cial s tatements after iss ue.
1.2 Basis of pr epar ation
The conso lidated financial stat ements are prepared on a cost basis except for biological produce which has been mea sured at
fa ir va lue. The preparation of financial stat ements in c onf orm ity w ith NZ IF RS and IFRS requ ires the use o f c erta in cr itical
accounting e sti mates and assumptions. It a lso requ ires management to ex ercise its judgement in the process of applying th e
group’s a ccounting policies. The areas involv ing a h igher degree of judgement or complexity, o r areas where a ssumptions and
esti mates are signif ica nt to the c onso lidated financial s tatements are d isclosed in no
te 1. 23.
The conso lidated financial stat ements for the Grou p are pres ented in New Zea land dollars ($), which is the functi onal currency
of a ll entiti es w ithin the Group. A ll f inancial inf ormation has been rounded to the nearest dollar unless ot herwise stat ed.
Fair va lue mea surement
For f inancial reporting purposes, 'fa ir va lue' is the price t hat would be received to se ll an asse t, or paid to t ran sfer a liability, in
an orderly t ran sa cti on betw een mar ket particip ants (under c urrent mar ket conditions) at the mea surement date, regardless of
whet her tha t price is d irectly obs ervable or e sti mated using anot her valuation techniq ue.
When esti mating the fair va lue of an asset or liability, the entity uses valuation techniq ues t hat are appropriate in th e circumstances
and for which su fficient data are available to mea sure fa ir va lue, maximising the use of relevant obs ervable inputs and
min
imising the use of unobservable inputs. I nputs to va luation techniq ues used to mea sure fa ir va lue are cat egorised in to thre e
leve ls a ccording to the ext ent to wh ich the i nputs are obs ervable:
30/06/2026
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 32
1.2
Basis of preparation (continued)
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.
1.3
New accounting standards adopted and standards issued but not yet effective
There were no new standards, amendments to standards, or interpretations that became effective during the year ended 31
March 2026 that had a material impact on the Group's financial statements.
The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
In April 2024, the International Accounting Standards Board (IASB) issued IFRS 18 Presentation and Disclosure in Financial
Statements, which will replace IAS 1 Presentation of Financial Statements and is effective for annual reporting periods beginning
on or after 1 January 2027. IFRS 18 introduces new requirements for the presentation of financial performance in the statement
of profit or loss, including specified categories and subtotals, enhanced disclosure requirements for management-defined
performance measures, and additional principles relating to the aggregation and disaggregation of information.
The Group is currently assessing the impact of IFRS 18 on its financial statements. Based on the assessment performed to
date, IFRS 18 is expected to primarily affect the presentation and disclosure of information in the financial statements and is not
expected to have a material impact on the recognition or measurement of the Group's assets, liabilities, income or expenses.
1.4 Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at 31 March
2026. 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.
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.
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.
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 33
1.5 Intangible assets
Intangible assets comprise of trademarks. Trademarks are carried at cost less any accumulated amortisation. Trademarks have
a finite useful life of 10 years and the Group amortises these using the straight-line method over 10 years. Trademarks are
recognised in the statement of financial position at cost less accumulated amortisation.
1.6 Going concern
The consolidated financial statements have been prepared on a going concern basis, which contemplates the realisation of
assets and settlement of liabilities in the ordinary course of business.
For the year ended 31 March 2026, the Group recorded a net loss after tax of $818,093 (2025: net loss of $184,806). As at 31
March 2026, the Group's current liabilities exceeded its current assets by $1,296,224 and total equity amounted to $206,390
(2025: $243,574). These conditions indicate the existence of a material uncertainty that may cast significant doubt on the
Group's ability to continue as a going concern.
In assessing the appropriateness of the going concern basis of preparation, the Directors have undertaken a detailed review of
the Group's current financial position, forecast cash flows and funding requirements for a period of at least twelve months from
the date of approval of these financial statements. In performing this assessment, the Directors have considered the following
factors:
1. The Group owns significant property assets, including three residential units located at the Longview Vineyard
development. These assets are substantially unencumbered and provide a strong underlying asset base. The Directors
consider that these properties provide flexibility to obtain additional debt funding from major New Zealand financial
institutions, if required, and represent a source of liquidity through refinancing or partial asset realisation should
circumstances necessitate.
2.
The Group maintains substantial inventories of wine and biotechnology products. These inventories have already
incurred the majority of their production costs and are expected to generate future cash inflows through sales with only
limited additional cash expenditure required. Management expects inventory realisation to contribute positively to
operating cash flows over the forecast period.
3.
As at 31 March 2026, the Group had related-party liabilities totalling $1,170,427 following the unconditional forgiveness
of $500,000 of shareholder-related debt during the year. The related parties have agreed to defer repayment of these
balances and have confirmed that repayment will not be demanded unless the Group is financially able to meet its
obligations. This arrangement significantly reduces short-term liquidity pressure and supports the Group's ongoing
operations.
4.
The Group's major shareholder, NZ Silveray Group Limited ("NZSG"), has demonstrated its commitment to the Group
through continued financial support. During the year ended 31 March 2026, NZSG provided approximately $700,000 of
funding to support operating activities and strategic initiatives. Subsequent to balance date, NZSG has continued its
support by providing a further $100,000 in April 2026 and $100,000 in May 2026. The Directors expect additional financial
support to be provided as required. Furthermore, NZSG has provided a written letter of financial support confirming that
it will continue to provide financial assistance sufficient to enable the Group to meet its obligations as they fall due and
that existing shareholder loans will not be called upon until the Group is financially capable of repayment.
5.
The Group continues to integrate its operations with the broader commercial activities of its major shareholder and strategic
partners. This integration enables the Group to leverage shared resources, distribution networks, industry expertise and
market access opportunities. Management is actively pursuing growth opportunities within the Chinese market, including
the expansion of wine exports and strategic distribution arrangements. Negotiations are currently underway with
prospective counterparties and customers. The Directors believe these initiatives have the potential to materially improve
future revenue and operating cash flows.
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 34
6.
The Group is actively evaluating a number of strategic initiatives, including:
●water-related infrastructure and investment projects;
●reverse takeover ("RTO") opportunities;
●strategic equity placement transactions; and
●merger and acquisition opportunities.
These initiatives are intended to diversify the Group's revenue streams, attract new strategic investors, enhance access
to capital and create additional growth opportunities. The Directors believe that these projects have the potential to
strengthen the Group's financial position and improve long-term shareholder value.
7.
8.
Management has continued to pursue merger, acquisition and reverse takeover opportunities during the 2027 financial
year. Discussions with Fast Track Group ("FTG") have progressed to the point where AFC and FTG are preparing to enter
into a Memorandum of Understanding regarding a potential reverse takeover transaction. While no assurance can be
given that any transaction will ultimately proceed, the Directors consider these opportunities to be strategically significant
and potentially transformative for the Group. Consistent with NZX Listing Rules and continuous disclosure obligations, the
Group will make appropriate market announcements when negotiations reach a stage requiring disclosure.
The Directors have reviewed detailed cash flow forecasts and financial projections covering the period through to 31 March
2029. The forecasts incorporate management's best estimates regarding future trading performance, funding arrangements
and strategic initiatives.
The forecasts indicate that the Group is expected to operate at approximately break-even levels, with modest profitability
anticipated over the forecast period..
7.
The principal assumptions supporting these forecasts include:
Vineyard and Winery Operations
The key assumption is future sales volume. AFC Longview expects to increase exports of White Diamond, Port and OEM wine
products into the Chinese market. Sales of White Diamond and Port wines are already supported by existing contractual
arrangements. To support future demand, AFC Longview is expanding its White Diamond vineyard plantings.
In addition, NZSG has expressed its intention to purchase the entirety of AFC Longview's wine production. Management
considers the forecast sales volumes achievable based on historical sales performance and current customer discussions. The
Group also intends to expand its range of competitively priced wine products to broaden market penetration.
Biotechnology Manufacturing Operations
The key assumption is future sales volume. AFC Biotechnology forecasts sales of approximately 2,284 cartons of facial mask
products during the forecast period. This sales target is considered moderate when compared with historical performance over
the previous three years. Management intends to achieve these targets through increased collaboration with distributors and
expansion of secondary distribution channels.
Corporate Development Activities
The forecasts assume the continued financial support of shareholders until the Group successfully completes one or more
strategic transactions, including M&A, RTO or capital raising initiatives. Discussions with prospective investors and
counterparties are ongoing. While these opportunities remain subject to negotiation and due diligence processes, the Directors
consider there to be a reasonable basis for including their expected benefits within the broader strategic outlook.
Directors' Conclusion
The Directors have performed thorough assessment of the key factors and risk associated with the successful implementation of
the plan mentioned above considering:
● the Group's asset position, shareholder support arrangements, forecast operating performance, strategic initiatives and available
funding alternatives; and
● existence of ongoing losses, the working capital deficit and the Group's reliance on shareholder support.
The Directors believe that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as going
concern. However, the Directors suspect that the mitigating factors described above provided reasonable grounds to conclude
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 35
that the Group will continue and therefore, these consolidated financial statements are prepared on a going concern basis, and
no adjustments have been made to the carrying value of the assets and liabilities.
1.7 Revenue
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.
Sale of goods - Contracts with customers
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.
Revenue from contracts with customers is recognised when the goods are delivered to the port of delivery and have been
accepted by the customer.
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.
Interest income
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.
Rental
Rental Income is recognised as income on a straight-line basis over the term of the lease.
Government grant
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.
1.8 Foreign currency
Transactions in foreign currencies are translated to the functional currency of the Group at exchange rates at the dates of the
transactions.
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.
1.9 Inventories
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.
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 36
1.9 Inventories (continued)
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 2026 was $298,974 (31 March 2025: $262,816).
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.
1.10 Leases
The Group as a lessee
Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right of use asset is measured at cost, which
comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the
commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the
cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and
restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of
the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the lease
term, the depreciation is over its estimated useful life. Right-of-use are subject to impairment or adjusted for any
remeasurement of lease liabilities.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of
12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.
Lease Liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present
value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if
that rate cannot be readily determined, the group’s incremental borrowing rate. Lease payments comprise of fixed payments
less any lease incentives receivable, variable lease payments that depend on and index or a rate, amounts expected to be paid
under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur,
and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in
the period in which they are incurred.
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 37
1.10 Leases (continued)
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there
is a change in the following: future lease payments arising from a change in the index or a rate used; residual guarantee; lease
term; certainty of a purchase option and termination penalties. When a lease is remeasured, an adjustment is made to the
corresponding right-of-use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.
The Group as a lessor
Rental Income from operating leases is recognised as income on a straight-line basis over the period of the lease.
1.11 Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and cash in bank.
1.12 Employee benefits
Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave when it is
probable that settlement will be required and they are capable of being measured reliably. Provisions made in respect of
employee benefits are measured at their nominal values using the remuneration rate expected to apply at the time of settlement.
1.13 Financial assets
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.
Financial assets at amortised cost
Trade, other and related party receivables are amounts due from customers and related parties in the ordinary course of
business. The Group holds the trade, other and related party receivables with the objective to collect the contractual cash flows
and therefore subsequently measures them at amortised cost using the effective interest method.
Loans and receivables are also measured and classified at amortised cost using the effective interest method less impairment.
Interest is not charged on overdue amounts.
1.14 Financial Liabilities
Financial liabilities at amortised cost
Trade and other payables are initially measured at fair value less transaction costs and subsequently carried at amortised cost and
due to their short term nature they are not discounted. They represent liabilities for goods and services provided to the Group
prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments
in respect of the purchase of these goods and services.
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 38
1.14 Financial Liabilities (continued)
Interest and dividends
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.
Related party payables
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.
1.15 Equity
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.
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.
When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs
is recognised as a deduction from equity. Repurchased shares are classified as treasury shares. When treasury shares are sold
or reissued subsequently, the amount received is recognised as an increase in equity and the resulting surplus or deficit on
the transaction is presented within share premium.
1.16 Goods and services tax (“GST”)
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.
1.17 Income tax
Taxation expense comprises both current and deferred tax.
Current tax is the expected tax payable on the taxable income for the financial year, using tax rates enacted or substantively
enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. Income tax is recognised in
the Income Statement except when it relates to items that are recognised directly under other comprehensive income, in which
case the income tax is recognised in other comprehensive income.
Deferred tax is accounted for using the balance sheet method, providing for temporary differences between the carrying values
of assets and liabilities in the financial statements and the corresponding tax base of these items. Deferred tax is determined using
tax rates and regulations enacted at the balance sheet date in New Zealand, which is the jurisdiction the Group operates and
generates taxable income in.
Deferred tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be available against
which deductible temporary differences or unused tax losses and tax offsets can be utilised.
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 39
1.18 Property, plant and equipment
Recognition and measurement
Items of property, plant and equipment are measured at cost less accumulated depreciation and any impairment losses.
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.
Subsequent costs
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.
Depreciation
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:
Land
Land Improvements
Buildings
Computer Equipment
Plant & Equipment
Motor Vehicles
Not Depreciated
6% Diminishing Value
50% Diminishing Value
7% - 40% Diminishing Value
10% - 40% Diminishing Value
Fixture and Fittings and Office Equipment 13% - 67% Diminishing Value
Grape Vines / Bearer Plants
7.5% Diminishing Value
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than
its estimated recoverable amount. The useful lives and residual values are reviewed annually.
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.
1.19 Biological assets
Biological assets consist of grape bunches. The Group grows and purchases grapes to use in the production of wine, as part of
normal operations. Grapes are normally harvested between February and March each year. The grapes harvested and purchased
are adjusted to fair value at the point of harvest after taking into consideration of various market factors, as well as reviewing the
district average pricing report for grapes of similar quality and variety. Any adjustment to bring the cost of sales to fair value is
recognised in inventory and cost of sales.
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 40
1.20 Impairment of assets
Financial assets
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.
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.
For financial assets carried at amortised cost, the amount of the impairment is the difference between the asset’s carrying
amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying
amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of loan and
trade receivables where the carrying amount is reduced through the use of an allowance account.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an
event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or
loss to the extent the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised
cost would have been had the impairment not been recognised.
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.
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.
All impairment losses are immediately recognised through profit and loss.
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 41
1.21 Earnings per share
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.
1.22 Cash flows
The following are the definitions used in the consolidated statement of 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.
1.23 Critical accounting judgments and key sources of estimation uncertainty
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.
In determining and applying accounting policies, judgement is often required in respect of items where the choice of specific
policy, accounting estimate or assumption to be followed could materially affect the reported results or net asset position of the
Group should it later be determined that a different choice would be more appropriate.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised and in any future periods affected. In particular, information about significant areas of
estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the
amount recognised in the financial statements are described in more detail below.
Impairment of trade, other and related party receivables
In determining the impairment of trade, other and related party receivables provision, the Group assesses the balances by applying
the expected loss and forward-looking approach under NZ IFRS 9. This assessment involves making estimates and judgements
regarding the historical data and trends, factors such as economic conditions, external ratings, cash flow projections and other
information available that impacts the customers of the Group.
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 42
1.23 Critical accounting judgments and key sources of estimation uncertainty (continued)
Recognition of provision for deferred tax assets
The Group has not recognised a deferred tax asset (2025: 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).
Provision for Inventory
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.
Impairment of property, plant and equipment
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.
2. REVENUE
Notes 2026 2025
NZ$ NZ$
Operating revenue
Sales – wine products 115,748 706,361
Sales – cosmetic products 45,537 34,727
Total operating revenue 161,285 741,088
Other income
Rental income 2,600 13,796
Other income 1,561 8,540
Debt portion of related party forgiveness - 306,640
4,161 328,975
Total Income 165,446 1,070,063
Finance Income:
Interest received on bank account 3,314 2,409
3,314 2,409
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 43
Operating revenue - Geographical locations
Operating revenue is attributed to the following geographical locations on the basis of the country the customer is
trading in.
Country
Sales – Wine
NZ$
Sales –
Cosmetic
NZ$
Sales – Other
NZ$
Total
NZ$
31 March 2026
China
- - - -
New Zealand
115,748 45,537 - 161,285
Operating Revenue
115,748 45,537 - 161,285
31 March 2025
China
276,454 - - 276,454
New Zealand
429,907 34,727 - 464,634
Operating Revenue
706,361 34,727 - 741,088
3. EXPENSES
Profit/(Loss) before income tax after charging:
Notes 2026 2025
NZ$ NZ$
Included in Cost of Sales Expenses
Cost of goods sold 200,131 309,824
Provision for inventory obsolescence 12 36,158 54,068
Included in Selling and Distribution Expenses
Advertising - 78
Business events - 2,730
Freight and courier 3,669 2,959
Salaries and sales commission 4,045 142,020
Included in Administration Expenses
Accounting and consulting 111,875 56,725
Amortisation of intangible assets 16 150 150
Depreciation for property, plant and equipment (net of capitalised
amount)
13 7,894 16,505
Depreciation for right-of-use assets 14 51,470 40,661
Licences & subscriptions 21,468 15,586
Insurance 2,560 6,195
Share registry & listing expenses 26,576 32,142
Management fees - 16,667
Salaries 264,033 359,044
Rent 39,523 38,372
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 44
Auditors' remuneration
Audit of financial statements 106,840 66,323
Audit of Wine Standard Management Plan 1,883 1,928
Total fees paid to auditors 108,723 68,251
The auditors of the financial statements for 2026 were Grant Thornton New Zealand Limited (2025: William Buck
Audit (NZ) Limited).
The auditors of the Wine Standard Management Plan for 2026 were Quality Auditing Specialists Limited (2025: Quality
Auditing Specialists Limited).
Finance costs: 2026
NZ$
2025
NZ$
Interest paid on borrowings from related parties 20 164,719 119,211
Lease interest 14 14,109 3,363
Other interest paid 5,274 5,409
184,102 127,982
4. INCOME TAX EXPENSE
4.1 Components of Income tax expense
The income tax expense for the year is nil (2025: $nil).
The tax rate used for the reconciliation below is the corporate tax rate of 28% (2025: 28%) payable by New
Zealand corporate entities on taxable profits under New Zealand tax law.
Notes 2026 2025
Reconciliation of effective tax rate
NZ$ NZ$
Profit/(loss) before income tax (818,093) (184,806)
Income tax expense/(benefit) at 28% (229,066) (51,746)
Adjustments
Non-deductible expenses 8,708 4,226
Deferred tax assets on tax losses not recognised and carried
forward
220,358 47,520
Income tax expense - -
4.2 Deferred tax assets and liabilities
Notes 2026 2025
NZ$ NZ$
Unused tax losses 1,706,989 1,496,219
Provisions and accruals 118,326 102,837
Property, plant and equipment 13,177 16,268
Right-of-use assets and lease liabilities (2,392) 418
Tax benefits not recognised (1,836,100) (1,615,742)
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 45
Deferred tax assets as at 31 March - -
The Group has not recognised the deferred tax asset of $1,836,100 (2025: $1,615,742) on its Statement of Financial
Position as at reporting date as the Group has determined that the utilisation of deferred tax assets is not probable.
Losses can be carried forward indefinitely under New Zealand tax law assuming shareholder continuity requirements are
met.
Opening Balance Movements Balance
1-April
as at 31 March
31-Mar-25
NZ$ NZ$ NZ$
Unused tax losses Provisions
1,459,508 36,711 1,496,219
and accruals Property, plant
87,526 15,311 102,837
and equipment
19,359
(3,091)
16,268
Right of use assets and lease liabilities
1,828
(1,410)
418
Deferred tax not recognised
(1,568,221)
(47,521)
(1,615,742)
31-Mar-26
NZ$ NZ$ NZ$
Unused tax losses Provisions
1,496,219 210,770 1,706,989
and accruals Property, plant
102,837
15,489
118,326
and equipment
16,268
(3,091)
13,177
Right of use assets and lease liabilities
418
(2,810) (2,392)
Deferred tax not recognised
(1,615,742)
(220,358)
(1,836,100)
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.
Losses can be carried forward indefinitely under New Zealand tax law (assuming shareholder continuity
requirements are met and approval of the Inland Revenue Department is obtained).
The Group has not recognised the deferred tax asset of $1,836,100 on its Statement of Financial Position as
at reporting date as the Group has determined that the utilisation of deferred tax assets is not probable. In
deciding whether to recognise the deferred tax assets, the Group also considers whether it is likely that sufficient and
suitable taxable profits will be available in the future against which the reversal of temporary differences can be
deducted.
5. EARNINGS PER SHARE
2026 NZ$ 2025 NZ$
Profit/(Loss) after taxation attributable to equity holders of the parent (497,850) (163,584)
Weighted average number of ordinary shares on issue 3,664,253,194 3,664,253,194
Basic and diluted earnings per share in NZ$ (0.00014) (0.00004)
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
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 46
6. AUTHORISED AND ISSUED SHARE CAPITAL
6.1 Ordinary shares
31 March 2026 Shares No. NZ$
Balance at 1 April 2025 3,664,253,194 28,679,577
Ordinary shares authorised and issued - -
Ordinary shares on issue at 31 March 2026 3,664,253,194 28,679,577
Treasury shares (37,082) (74)
Ordinary shares on issue at 31 March 2026 excluding treasury
shares
3,664,216,112 26,679,503
Shares No. NZ$
Balance at 1 April 2024 3,664,253,194 28,679,577
Ordinary shares authorised and issued - -
Ordinary shares on issue at 31 March 2025 3,664,253,194 28,679,577
Treasury shares (37,082) (74)
Ordinary shares on issue at 31 March 2025 excluding treasury
shares
3,664,216,112 28,679,503
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.
6.2 Warrants
No warrants were issued during the 2026 year (2025: $nil).
6.3 Dividend
No dividends have been declared or paid for the year ended 31 March 2026 (2025: $nil).
7. NON-CONTROLLING INTEREST
The non-controlling interests in both AFC Biotech Manufacturing Limited and AFC Longview Limited for the year ended
31 March 2026 were 49% (2025: 49%).
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 FY2026 year, AFC Group Holdings Limited held 51% of the shares and non-controlling interest
held remaining 49% of the shares (NZ Silveray Group Limited held 24% of the shares, Wei Li held 20% of the shares
and others held remaining 5% of the shares).
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 47
AFC Longview Limited
On 26 February 2016 AFC Longview Limited was recapitalised by the issue of 2,399,999 shares of $1 each for cash.
1,223,999 shares were subscribed by AFC Group Holdings Limited (51% shareholding) and NZ Silveray Group Limited
(a non-controlling interest) subscribed to the remaining 1,176,000 shares (49% shareholding).
During the year ended 31 March 2024 and 31 March 2025, NZ Silveray Group Limited transferred a total of 10% out of
its 49% shares to JFC Group Limited. NZ Silveray Group Limited hold 39% share of Longview, and JFC Group Limited
hold 10% as at 31 March 2026. Both entities are incorporated and domiciled in New Zealand.
The non-controlling interest in AFC Biotechnology Manufacture Co Limited and AFC Longview Limited are set
out below. The amounts stated are before any inter-company eliminations.
AFC Biotechnology
Manufacture AFC Longview Limited
2026 2025 2026 2025
NZ$ NZ$ NZ$ NZ$
Summarised Statement of finance position
Current assets
4,329 64,137 329,812 332,748
Current liabilities
(2,929,401) (2,572,244) (1,017,089) (741,046)
Current net assets/(liabilities)
(2,925,072) (2,508,107) (687,277) (408,298)
Non-current assets
5,915 7,191 1,358,185 1,360,255
Non-current liabilities
- -
Non-current net assets/(liabilities)
5,915 7,191 1,358,185 1,360,255
Net assets/(liabilities)
(2,919,157) (2,500,916) 670,908 951,957
Net assets attributed to NCI (49%)
(1,430,386) (1,225,449) 328,745 466,459
Summarised statement of comprehensive income
Revenue
45,537 34,727 120,270 706,361
(Loss)/profit for year
(372,507) (155,507) (281,049) 112,195
Other comprehensive income
- - - -
Total comprehensive loss
(372,507) (155,507) (281,049) 112,195
Loss allocated to non-controlling
interest
(182,528) (76,198) (137,715) 54,976
Summarised cash flows
Cash flows from operating activities
(270,356) (305,046) 14,915 33,865
Cash flows from investing activities
- - (10,154) (13,174)
Cash flows from financing activities
271,087 304,370 (6,000) (40,783)
Net increase/(decrease) in cash and
cash equivalents
731 (676) (1,239) (20,092)
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 48
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 2026
AFC Longview Limited (281,049) (137,715) (143,334)
AFC Biotechnology Manufacture Co Limited (372,507) (182,528) (189,979)
(653,556) (320,243) (333,313)
31 March 2025
AFC Longview Limited 112,195 54,976 57,219
AFC Biotechnology Manufacture Co Limited (155,507) (76,198) (79,309)
(43,312) (21,222) (22,089)
The effect on the equity attributable to the owners of AFC Longview Limited and AFC
Biotechnology Manufacture Co Limited is summarized as follows:
2026 2025
NZ$ NZ$
AFC Longview Limited
Opening Balance 466,459 411,483
Loss and total comprehensive loss attributed to non-
controlling interest (137,714) 54,976
328,745 466,459
AFC Biotechnology Manufacture Co Limited
Opening Balance (1,225,449) (1,149,251)
Loss and total comprehensive loss attributed to non-
controlling interest (182,528) (76,198)
Reconciliation adjustment (22,409)
(1,430,386) (1,225,449)
Total effect of non-controlling interest
(1,101,641) (758,989)
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 49
8. CASH AND BANK BALANCE
Notes 2026 2025
NZ$ NZ$
Cash at bank and on hand 2,092 3,760
Restricted cash balance 37,345 -
Total cash and bank balance 39,437 3,760
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.
9. TRADE, OTHER AND RELATED PARTY RECEIVABLES
Notes 2026 2025
NZ$ NZ$
Trade receivables – third parties 1,021 294
Trade receivables – related parties 20 96,955 108,000
Total trade and related party receivables 97,976 108,294
Analysis of trade and related party receivables
Current 1,021 294
Past due 0-30 54,000 54,000
Past due 31-90 42,955 54,000
Past due more than 90 - -
97,976 108,294
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 20.
The directors consider that there is no material difference between the carrying value and fair value of trade debtors
and related party receivables. The Group's management considers that all financial assets that are not impaired
or past due for each of the reporting dates under review are of good credit quality. The directors also consider that the
receivables that are past due and not impaired are fully recoverable.
The Group establishes an allowance for impairment that represents its estimate of expected losses in respect of
trade and related party receivables.
The group applies both a specific loss component and a collective loss component in determining the allowance
for impairment. The specific loss component considers and relates to individually significant exposures and the
collective loss component is based on expected losses that are established for groups of similar assets. The collective
loss allowance is determined based on historical data of payment statistics for similar financial assets. The Group also
considers other forward looking economic factors in determining the impairment of trade, other and related party
receivables.
Movement in allowance for impairment losses
2026
NZ$
2025
NZ$
Opening Balance 1 April - 14
Reversal of prior year provision - (14)
Charge for the financial year - -
Closing Balance 31 March - -
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 50
10. CURRENT INVESTMENTS
Notes 2026 2025
NZ$ NZ$
Short term deposit 20,392 20,223
Total current investments 20,392 20,223
The short-term deposit with ANZ earns interest at the time deposit rate. The carrying amount of current investments
approximates their fair value.
11. PREPAYMENTS AND OTHER CURRENT ASSETS
Notes 2026 2025
NZ$ NZ$
Prepayment of expenses 19,514 78,733
Taxation receivable - 675
19,514 79,408
12. INVENTORIES
Notes 2026 2025
NZ$ NZ$
Work in progress 185,993 150,393
Finished goods 384,428 416,327
Provision for inventory (298,974) (262,816)
Total Inventories 271,447 303,905
Provision for closing stock
Opening provision for inventory (262,816) (208,748)
Increase provision for inventory (36,158) (54,068)
Released to profit and loss - -
Closing provision for closing stock (298,974) (262,816)
Inventory of $298,974 has been expensed and written down to net realisable value/lower of cost (2025: $262,816).
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 $10,395 (2025: $2,511).
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 51
13. PROPERTY, PLANT AND EQUIPMENT
Land Buildings
Land
Improve
ment
Plant &
Equipment
Motor
Vehicles
Computer
Equipment
Fixtures
&
Fittings
Bearer
Plants
WIP
Mobile
Building Total
Year ended 31 March 2025 NZ$ NZ$ NZ$ NZ$ NZ$ NZ$ NZ$ NZ$ NZ$ NZ$
COST
Opening 1 Apr 2024
320,000 905,200 50,000 305,854 76,135 20,804 32,447 80,000
1,790,440
Additions
- - - - 3,174
-
85,885 89,059
Disposals
- - - - - - - - - -
Closing 31 Mar 2025
320,000 905,200 50,000 305,854 79,309 20,804 32,447 80,000 85,885 1,879,499
ACCUMULATED
DEPRECIATION
Opening 1 Apr 2024
- (16,378) - (238,360) (67,348) (18,487) (30,025) (37,123) - (407,721)
Depreciation charge for year
- (1,787) - (7,794) (1,902) (1,158) (648) (3,216) - (16,505)
Accumulated Depreciation at
31 Mar 2025
- (18,165) - (246,154) (69,250) (19,645) (30,673) (40,339) - (424,226)
Carry Amount – 31 March 2025
885,247 50,000 54,020 8,514 1,422 1,741 28,654 97,308 1,126,906
Cost
320,000 905,200 50,000 305,854 79,309 20,804 32,447 80,000 85,885 1,879,499
Accumulated Depreciation
- (18,165) - (246,154) (69,250) (19,645) (30,673) (40,339) - (424,226)
Carrying Amount 31 Mar 2025
320,000 887,035 50,000 59,700 10,059 1,159 1,774 39,661 85,885 1,455,273
Year ended 31 March 2026
COST
Opening 1 Apr 2025
320,000 905,200 50,000 305,854 79,309 20,804 32,447 80,000 85,885 1,879,499
Additions
- - - - - - 1280 14,021 11,423 26,724
Disposals
- - - - - (1,928) (5,850) (8,792) - (16,570)
Closing 31 Mar 2026
320,000 905,200 50,000 305,854 79,309 18,876 27,877 85,229 97,308 1,889,653
ACCUMULATED
DEPRECIATION
Opening 1 Apr 2025
- (18,165) - (246,154) (69,250) (19,645) (30,673) (40,339) - (424,226)
Depreciation charge for year
- (1,680) - (6,705) (1,546) (516) (368) (2,757) - (13,572)
Disposals
- - - - - 1,928 4,894 4,376 - 11,181
Accumulated Depreciation at
31 Mar 2026
- (19,845) - (252,859) (70,796) (18,233) (26,147) (38,720) - (426,600)
Carry Amount – 31 March 2026
Cost
320,000 905,200 50,000 305,854 79,309 18,876 27,877 85,229 97,308 1,889,653
Accumulated Depreciation
- (19,845) - (252,859) (70,796) (18,233) (26,147) (38,720) - (426,600)
Carrying Amount 31 Mar 2026
320,000 885,355 50,000 52,995 8,513 643 1,730 46,509 97,308 1,463,053
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 52
Bearer plants consist of grape vines in our vineyards in Whangarei, New Zealand. As at 31 March 2026, the Group had
grape vines planted on 4.22 productive hectares of land (2025: 4.22 hectares).
14. RIGHT-OF-USE ASSETS
The group leases a property in New Zealand. The periodic rent is fixed over the lease term for the property lease.
The group extended the lease to 30 April 2028 in March 2025. The lease modification was recorded.
14.1 Right-of-use assets
Year ended 31 March 2025 Buildings NZ$ Total NZ$
At 1 April 2024 44,049 44,049
Effect of modification to lease terms 155,313 155,313
Depreciation for the year (40,661) (40,661)
At 31 March 2025 158,701 158,701
Year ended 31 March 2026 Buildings NZ$ Total NZ$
At 1 April 2025 158,701 158,701
Depreciation for the year (51,470) (51,470)
At 31 March 2026 107,231 107,231
14.2 Lease liabilities
Year ended 31 March 2025 Buildings NZ$ Total NZ$
At 1 April 2024 50,578 50,578
Lease interest 3,363 3,363
Lease payments (49,063) (49,063)
Effect of modification to lease terms 155,313 155,313
At 31 March 2025 160,192 160,192
Current lease liabilities 44,936 44,936
Non-current lease liabilities 115,256 115,256
Total lease liabilities 160,192 160,192
Year ended 31 March 2026 Buildings NZ$ Total NZ$
At 1 April 2025 160,192 160,192
Lease interest 14,109 14,109
Lease payments (64,949) (64,949)
At 31 March 2026 109,352 109,352
Current lease liabilities 51,374 51,374
Non-current lease liabilities 57,978 57,978
Total lease liabilities 109,352 109,352
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 53
Short-term leases and leases for low value assets
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-
term
leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed
to profit or loss as incurred on a straight-line basis. The group's short-term leases and leases of low value assets
include small office equipment such as eftpos equipment.
AFC Group Limited has provided a guarantee with ANZ in favour of the landlord of the leased premises for $37,345
(2025: $37,345).
Short-term leases and leases for low value assets (continued)
Lease payments for short-term leases and leases for low value assets expensed to profit or loss on a straight line basis
are as follows:
2026 2025
NZ$ NZ$
Lease of eftpos equipment
155 155
15. BIOLOGICAL ASSETS
Biological assets comprise the grape fruit bunches growing on the grape vines.
Notes 2026 2025
NZ$ NZ$
Opening Balance - -
Additions at fair value 10,395 2,014
Transfer of harvested fresh fruit bunches to inventory (10,395) (2,014)
Balance as at 31 March - -
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 2026, the Group harvested grapes equal to 3 780 litres of wine (2025: 565 litres).
The Company did not purchase any wine from independent third-party growers (2025: $nil). The grapes harvested are
adjusted to fair value at the point of harvest and any adjustment to bring the cost of sales to fair value is recognised in
inventory and cost of sales.
The Group is exposed to financial risks in respect of agricultural activity. The agricultural activity of the Company
consists of the management of vineyards to produce grapes for use in the production of wine. The primary financial
risk associated with this activity occurs due to the length of time between spending cash on the purchase or planting
and maintenance of grape vines and on harvesting grapes, and ultimately receiving cash from the sale of wine
to third parties. The Company's strategy to manage this financial risk is to actively review and manage its working
capital requirements. The quality and quantity of the grape harvest is dependent on seasonal climatic factors such as
rainfall, sunshine and temperature, including frosts.
Refer to the segment reporting disclosure in note 24 for details on the vineyard and winery.
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 54
16. INTANGIBLE ASSETS
Year ended 31 March 2025 Trademarks NZ$ Total NZ$
Cost as at 1 April 2024
Cost as at 31 March 2025
1,500
1,500
1,500
1,500
Accumulated amortisation at 1 April 2024 (1,092) (1,092)
Amortisation for the year (150) (150)
Accumulated amortisation at 31 March 2025 (1,242) (1,242)
Carrying Amount
Cost 1,500 1,500
Accumulated amortisation (1,242) (1,242)
Carrying Amount 31 March 2025 258 258
Year ended 31 March 2026 Trademarks NZ$ Total NZ$
Cost as at 1 April 2025
Addition
Cost as at 31 March 2026
1,500
200
1,700
1,500
200
1,700
Accumulated Amortisation
Accumulated amortisation at 1 April 2025 (1,242) (1,242)
Amortisation for the year (150) (150)
Accumulated amortisation at 31 March 2026 (1,392) (1,392)
Carrying Amount
Cost 1,700 1,700
Accumulated amortisation (1,392) (1,392)
Carrying Amount 31 March 2026 308 308
The amortisation charge of $108 (2025: $150) is recognised under administration expenses in the Statement of
Comprehensive Income.
17. TRADE, OTHER AND RELATED PARTY PAYABLES
Notes 2026 2025
NZ$ NZ$
Trade creditors 197,324 173,930
Accruals 151,707 169,786
Related party payables 20 1,268,428 1,262,524
Other payables 26,366 21,941
GST (receivable)/payable (221) 31,428
1,643,604 1,659,609
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 55
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
20 for related parties.
The related party advances with NZ Silveray Group Limited, Hao Long and Shuang Xia are interest bearing
advances with interest being charged at 10.08% - 13.70% per annum for outstanding amounts.
18. BORROWINGS
Notes 2026 2025
NZ$ NZ$
Small business cashflow loan 59,921 66,447
Other (insurance expense financing) 91 -
60,012 66,447
Current 50,012 56,447
Non-current: Between one and five years 10,000 10,000
60,012 66,447
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 a 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 final repayment date being five years after the receipt. The loans are subject to an annual interest
rate of 3% from the date the loan is made available. Interest will not be charged if the loan is fully repaid within 2 years.
The default interest rate is 13.88% per annum.
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 56
19. NET CASH OUTFLOW FROM OPERATING ACTIVITIES
The reconciliation of net profit/(loss) with cash outflow from operations is as follows:
Notes 2026 2025
NZ$ NZ$
Loss before taxation (818,093) (184,806)
Adjustment for non cash items
Amortisation and impairment of intangible assets 16 150 150
Depreciation of property, plant and equipment net of capitalised
amount
13 7,894 16,505
Depreciation of right-of-use assets 14 51,470 40,661
Revaluation adjustment on inventory 139,140 103,581
Foreign currency translation (123) 8,688
Doubtful debts - (14)
Provision for closing stock 36,158 54,068
Adjustment for movements in working capital items
Trade and other receivables 10,318 14,166
Inventories (3,701) (94,883)
Prepayments and other current assets 22,549 3,441
Related party receivable - (108,000)
Trade and other payables (21,909) 154,652
Related party payables 5,904 (283,906)
Net cash outflow from operating activities (570,243) (275,697)
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 57
20. RELATED PARTIES
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.
Related Parties:
Anhui Asin International Trade Co. Ltd
Company associated with Chairman, Mr Yang Xia
Anhui Asin Supply Chain Co. Ltd Company associated with Chairman, Mr Yang Xia
Australasian International Group Ltd
Company associated with Chairman, Mr Yang Xia
Bo Xian Cao
Director of company and subsidiary
E Way Holdings Group Ltd Company associated with director, Mr Bo Xian Cao
Guangdong Farmside International Trading Co. Ltd Company associated with Chairman, Mr Yang Xia
Hao Long Former director of subsidiary, senior employee of AFC
Howard & Co Consulting and Advisory Services Ltd Company associated with Mr Hao Long
JFC Group Ltd Company associated with director, Jianfeng Chen
New Zealand National Trade Ltd Company associated with former director, Mr Qiang Li
NZ Silveray Group Ltd Company's major shareholder
Qiang Li Director of company (resigned October 2022)
Suncare Nutrition (NZ) Company associated with former director, Mr Qiang Li
Yang Xia Director of company and subsidiary
Jianfeng Chen& Director of company
Ex space Ltd Company associated with director, Mr Jianfeng Chen
Shuang Xia Director of company
Related party balances
The following balances were held with related parties at year end.
Nature of Transactions 31 March 2026 31 March 2025
Related Party Payables balances owing at year
end
NZ$ NZ$
Australasian International Group Ltd Purchases of goods 9,004 9,004
Anhui Asin International Trade Co. Ltd Purchases of goods 55,899 56,024
Guangdong Farmside International Trading Co. Ltd Purchases of goods - -
NZ Silveray Group Ltd Advances 1,170,427 1,180,381
Shuang Xia Advances 25,802 5,040
New Zealand National Trade Ltd Director fees - 12,075
Hao Long Advances 7,296
1,268,428 1,262,524
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 58
The related party payables are unsecured and repayable on demand. There is no collateral or guarantees for related
parties payables. Related party payables for purchases of goods, sales incentive, directors’ fees and management
fees are non- interest bearing.
During the financial year, the AFC Group received a total of NZ$781,170 in debt forgiveness from a related party, NZ Silveray
Group Ltd which comprising the interest waived amounted to $281,170 and the debt waived was $500,000. The debt waivers
are intended to support the development of the AFC Group while protecting the long-term strategic relationship between
the two parties.
The related party advances with NZ Silveray Group Limited, Shuang Xia and Hao Long (repaid during the year) are
interest bearing advances. Most which bore interest at 10.08% per annum on the advances outstanding and there
was an advance of $300,000 from NZ Silveray group Limited with an interest rate of 13.70% per annum. Advances
from Guangdong Farmside International Trading Co. Limited are non-interest bearing.
NZ Silveray Group Limited have agreed that they will not be calling upon the group for the repayment of the above
payables balances as at 31 March 2026 for a period of at least 12 months from the date of signing the 31 March 2026
financial statements, or to such a point in time as the group has the liquidity to settle these liabilities.
Nature of Transactions 2026 2025
Related Party Receivables
NZ$ NZ$
JFC Group Limited Sale of products - 108,000
NZ SilverayGroup Limited Sale of products 96,966
96,966 108,000
The related party receivables are non-interest bearing, unsecured and repayable on demand. There is no collateral or
guarantees for related party 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.
Year ended Year ended
2026 2025
Related party transactions $ $
Sales of products or services provided to the following:
NZ Silveray Group Limited
96,966 280,739
JFC Group Limited
412,174
96,966 692,913
Purchases from the following for services or products received:
Year ended Year ended
2026 $ 2025 $
Guangdong Farmside International Trading Co., Ltd -- 49,000
JFC Group Limited -- 130,435
Howard & Co Consulting and Advisory Services Limited
107,875 62,917
Howard
4,509 --
112,384- 242,351
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 59
Interest paid or credited on related party balances:
Shuang Xia
1,907 40
Hao Long
360 701
NZ Silveray Group Limited - on advances
162,452 118,470
164,719 119,211
Key Management Personnel
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:
2026 2025
NZ$ NZ$
Salaries and other short-term benefits 95,068 127,925
95,068 127,925
Director received no salaries and director fee in FY2026 (2025: $nil).
21. COMMITMENTS
The Group has no capital commitments as at 31 March 2026 (2025: $nil).
22. FINANCIAL INSTRUMENTS
Categories of financial assets and liabilities
The carrying amounts presented in the statement of financial position relate to the following categories of assets
and liabilities:
31 March 2026 Financial assets at
amortised cost NZ$
Financial liabilities at
amortised cost NZ$
Total NZ$
Cash and cash equivalents 2,092 - 2,092
Restricted Cash 37,345 - 37,345
Trade and related party receivables 97,976 - 97,976
Current investments 20,392 - 20,392
Total financial assets
157,805
- 157,805
Trade and other payables - 1,624,120 1,624,120
Borrowings - 60,010 60,010
Lease liabilities - 109,352 109,352
Total financial liabilities - 1,793,482 1,793,482
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 60
31 March 2025 Financial assets at
amortised cost NZ$
Financial liabilities at
amortised cost NZ$
Total NZ$
Cash and cash equivalents 3,760 - 3,760
Trade and related party receivables 108,294 - 108,294
Current investments 20,233 - 20,233
Total financial assets 132,277 - 132,277
Trade and other payables - 1,588,048 1,588,048
Borrowings - 66,447 66,447
Lease liabilities - 160,192 160,192
Total financial liabilities - 1,814,687 1,814,687
The fair value of the financial instruments of the Group approximates their carrying value.
The use of financial instruments exposes the Group to credit, interest rate and liquidity risks. The Group's overall
risk management programme seeks to minimise potential adverse effects on the Group's financial performance.
The specific financial risks that the Group is exposed to are discussed below.
Capital management
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 $206,390 (2025: $243,574). There is no collateral over the related party advances, the maximum
exposure is represented by the carrying amount of the payables as at the end of the reporting period.
The Group is not subject to any externally imposed capital requirements.
The Board reviews the Group's capital structure regularly. The capital of the Group is monitored to ensure equity
holder objectives are met, the primary of which is to ensure the Group provides a consistent return to its equity
shareholders through a combinations of capital growth and distributions. The Group manages its capital to ensure the
entities in the Group will be able to continue as going concerns.
Credit risk
Financial instruments which potentially are subject to credit risk principally relate to bank accounts, loans receivable,
trade receivables and other receivables. The Group's exposure to credit risk arises from potential default of the
counterparty. The bank accounts are placed with high credit quality financial institutions. The Company performs credit
evaluations on all customers requiring advances. The Company generally requires collateral or other security to
support loans advanced. The board and management on a regular basis assess all receivables.
The values in the statement of financial position are also the maximum credit risk exposure.
Credit risk concentration profile
The Group's concentrations of credit risk relate to one balance owing as at balance date. One (1) amount is owing
from a customer which constitutes 99.7% of the total trade receivables as at the end of the reporting period, which is
owing by the related party customer as at the end of the report period. (2025: No trade receivables and related party
receivables related to the Groups' related party customers).
Exposure to credit risk
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.
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 61
The exposure of credit risk for trade and other receivables by geographical region is as follows:
2026
2025
NZ$ NZ$
China
-
-
New Zealand
97,976
108,294
Total trade and related party receivables
97,976
108,294
Ageing analysis
The ageing analysis of the Group’s trade and related party receivables as at reporting date is as follows:
2026 2025
NZ$ NZ$
Not past due 1,021 294
Past due 0-30 54,000 54,000
Past due 31-90 42,955 54,000
Past due more than 90 - -
97,976 108,294
Expected credit loss assessment as at 1 April 2025 and 31 March 2026
The Group recognised no impairment losses on trade, other and related party receivables (2025: $0) 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 2024 and 2025 years. These rates are also adjusted for
factors such as economic conditions, external ratings, cash flow projections and other information available that
impacts the customers of the Group. The Group has used unemployment rates and inflation rates for the assessment
and calculation of the expected loss.
The Group has also assessed and included specific expected losses amounts relating to specific customers where
there are indications that the customer is not expected to be able to pay their outstanding balances.
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.
Interest rate 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.
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 62
0 to 6 months
7 to 12
months
1 to 2
years
Over 2
years
Total
NZ $ NZ $ NZ $ NZ $ NZ $
Liquidity risk
Liquidity risk arises mainly from general funding and business activities. The Group practices prudent risk
management by maintaining sufficient cash balances and the availability of funding through certain committed credit
facilities.
The Group considers expected cash flows from financial assets in assessing and managing liquidity risk, in
particular its cash resources, trade receivables and the provision of funding from related parties and bank loan
facilities.
The following table sets out the maturity profile of the financial liabilities as at the end of the reporting period based on
contractual undiscounted cash flows (including interest payment computed using contractual rates or, if floating, based
on the rate at the end of the reporting period):
2026
Financial Liabilities
Trade creditors and other
payables
355,692
-
355,692
Related party payables
- 1,268,428 - 1,268,428
Borrowings
50,012 - - 10,000 60,012
Lease liabilities
25,735
25,639 51,374 6,604 109,352
431,438 124,656 1,319,802 16,604 1,793,484
2025
Financial Liabilities
Trade creditors and other
payables
310,671
14,853
-
-
325,524
Related party payables
- 282,075 980,449 - 1,262,524
Borrowings
56,447 - - 10,000 66,447
Lease liabilities
21,904 23,032 51,374 63,882 160,192
389,022 319,960 1,031,823 73,882 1,814,687
Interest rate risk profile
At the reporting date the interest rate profile of interest-bearing financial instruments was:
Interest rate risk profile 2026 2025
NZ$ NZ$
Fixed interest instruments – financial liabilities (1,170,427) (1,412,061)
Total (1,170,427) (1,412,061)
Fair value of financial assets and liabilities
The fair value of financial assets and financial liabilities are determined using standard terms and conditions
of the relevant instruments. The method used in determining the fair values of financial instruments are
discussed in note 1.13 and 1.14.
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 63
23. INVESTMENT IN SUBSIDIARIES
Name of subsidiary Principal activity 2026 2025
AFC Longview Limited Vineyard and winery 51% 51%
AFC International Trading Group Limited Source and distribute goods to
China
100% 100%
National Dairy Group Limited Non-trading 100% 100%
AFC Biotechnology Manufacture Co Limited Manufacturing 51% 51%
AFC GoGlobal Ecommerce Limited Non-trading 100% 100%
AFC Education Investment Limited Non-trading 100% 100%
All the subsidiaries are incorporated in New Zealand and have 31 March balance dates.
24. SEGMENT REPORTING
The Group's operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision-maker. The chief operating decision-maker is the person or group that allocates resources to and
assesses the performance of the operating segments on an entity. The Group has determined the Group's Board
of Directors as its chief operating decision-maker as the board is responsible for allocating resources and assessing
the performance of the operating segments and making strategic and operating decisions. Income and expenses
directly associated with each segment are included in determining each segment's performance.
The Group operates in a number of business segments in New Zealand. The Group has determined its operating
segments into three segments, namely international marketing and distribution, vineyard and winery and
manufacturing. These segments reflect the different type of industry sectors within which the Group operates. The
Company is considered to be in the corporate operating segment.
Information regarding the operations of each reportable operating segment is included
below.
Vineyard and winery
AFC Longview Limited, a vineyard and winery based in Whangarei which produces and sells a number of varietals
and blends of wine.
Manufacturing
AFC Biotechnology Manufacture Co Limited which manufactures cosmetic face masks.
Corporate
The operations of this segment include providing accounting, management and administration services to other
segments of the Group. AFC GoGlobal ECommerce Limited and AFC Education Investment Limited did not trade
during the 2026 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 2026
financial year.
No operating segments have been aggregated to form the above reportable operating segments.
The Group's taxation has not been allocated to segments and is included centrally. Financing has been
allocated to segments.
Sales between the segments of the Group are made on in a similar manner to transactions with third parties.
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 64
Year ended 31 March
2026
Vineyard and
winery
Corporate Manufacturing Eliminations Total
NZ$ NZ$ NZ$ NZ$ NZ$
Operating Revenue 115,748 - 45,537 - 161,285
Other Revenue 3,901 120,260 - (120,000) 4,161
Interest Income 621 349,082 3 (346,392) 3,314
Total Revenue 120,270 469,342 45,540 (466,392) 168,760
Cost of sales
140,241
-
96,047
-
236,288
Interest expense
71,522
193,610
265,105
(346,134)
184,103
Depreciation &
amortisation
649 52,820 177 - 53,646
Other expenses 188,907 387,191 56,718 (120,000) 512,816
Total operating
expenses
401,319 633,621 418,047 (466,135) 986,853
Segment profit/(loss)
before tax
(281,049) (164,279) (372,507) (257) (818,093)
Assets 1,687,794 7,208,814 10,290 (6,887,539) 2,019,358
Capital Expenditure 14,021 12,703 - - 26,724
Segment Liabilities (1,016,887) (2,016,394) (2,929,593) 4,149,906 (1,812,968)
Year ended 31 March
2025
Vineyard and
winery NZ$
Corporate NZ$ Manufacturing
NZ$
Eliminations
NZ$
Total NZ$
Operating Revenue 706,361 - 34,727 - 741,088
Other Revenue 78,081 184,254 246,640 (180,000) 328,975
Interest Income 2 314,921 46 (312,560) 2,409
Total Revenue 784,444 499,175 281,413 (492,560) 1,072,472
Cost of sales
244,528
-
119,364
-
363,892
Interest expense
69,019
134,106
237,417
(312,560)
127,982
Depreciation &
amortisation
13,713 41,963 1,639 - 57,315
Other expenses 344,989 464,600 78,500 (180,000) 708,088
Total operating
expenses
427,721 640,669 317,556 (492,560) 893,386
Segment profit/(loss)
before tax
112,195 (141,494) (155,507) - (184,806)
Assets
1,693,003
6,671,514
71,328
(6,306,023)
2,129,822
Capital Expenditure - - - - -
Segment Liabilities 741,046 2,099,100 2,618,124 (3,572,022) 1,886,248
The eliminations and adjustments of segment profit, assets and liabilities relate to intercompany transactions
and balances which are eliminated on consolidation.
2026
NZ$
2025
NZ$
Profit/(loss) before income tax for operating segments
(818,093)
(184,806)
Add: deferred tax asset
-
-
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 65
Taxation benefit for the year
-
-
Profit/(loss) after taxation
(818,093)
(184,806)
Total assets for operating segments
2,019,358
2,129,822
Adjustments
-
-
Total assets per Statement of Financial Position
2,019,358
2,129,822
Total liabilities for operating segments
1,812,967
1,886,228
Adjustments
-
-
Total liabilities per Statement of Financial Position
1,812,967
1,886,248
Geographical segments
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% (2025: 86%) of the Group's total operating revenue.
Vineyard and
winery
Corporate
Manufacturing
Eliminations
and adjustments
Total
31 March 2026 NZ$ NZ$ NZ$ NZ$ NZ$
China
- - -
-
New Zealand 115,748 - 45,537 - 161,285
Operating Revenue 115,704 - 45,537 -
161,241
31 March 2025
China 276,454 - - -
276,454
New Zealand 429,907 - 34,727 -
464,634
Operating Revenue 706,361 - 34,727 -
741,088
All operations, assets, and liabilities were domiciled within New Zealand.
25. NET TANGIBLE ASSETS PER SHARE
2026 NZ$ 2025 NZ$
Total assets 2,019,358 2,129,822
Less right-of-use assets (107,231) (158,701)
Less intangible assets (308) (258)
Tangible assets 1,911,819 1,970,863
Less total liabilities (1,812,967) (1,886,248)
Add lease liabilities 109,352 160,192
Net tangible assets/(liabilities) 208,204 244,807
Number of ordinary shares on issue 3,664,253,194 3,664,253,194
Net tangible assets/(liabilities) per share in NZ$ 0.00006 0.00007
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
AFC Group Holdings Limited Annual Report 2026 66
26. CONTINGENT LIABILITIES
The Group has no contingent liabilities at 31 March 2026 (2025: Nil).
27. EVENTS AFTER THE REPORTING PERIOD
The Group has received $200,000 from NZ Silveray Limited to support the operations of the entity subsequent to the
balance date. No other material events have occurred after balance date that require disclosure.
Grant Thornton New Zealand Audit Limited
152 Fanshawe Street,
Auckland CBD,
Auckland
1010
T +64 9 308 2570
www.grantthornton.co.nz
Grant Thornton New Zealand Audit Limited is a related entity of Grant Thornton New Zealand Limited. ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide
services to their clients and/or refers to one or more member firms as the context requires. Grant Thornton New Zealand Limited is a member firm of Grant Thornton International Ltd (GTIL). GTIL and
the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and
its member firms are not agents of and do not obligate one another and are not liable for one another’s acts or omissions. In the New Zealand context only, the use of the term ‘Grant Thornton’ may refer
to Grant Thornton New Zealand Limited and its New Zealand related entities.
To the Shareholders of AFC Group Holdings Limited
Report on the Audit of the Consolidated Financial Statements
Disclaimer of Opinion
We were engaged to audit the consolidated financial statements of AFC Group Holdings and its subsidiaries (the Group),
which comprise the consolidated statement of financial position as at 31 March 2026, and the consolidated statement of
comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year
then ended, and notes to the consolidated financial statements, including material accounting policy information.
We do not express an opinion on the accompanying consolidated financial statements of the Group. Because of the
significance of the matter described in the Basis for Disclaimer of Opinion section of our report, we have not been able to
obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these consolidated financial statements.
Basis for Disclaimer of Opinion
As disclosed in Note 1.6 to the consolidated financial statements, the Group has prepared the financial statements on a going
concern basis, which contemplates the realisation of assets and the settlement of liabilities in the ordinary course of business.
For the year ended 31 March 2026, the Group reported a net loss of $818 thousand and net cash outflows from operating
activities of $570 thousand, and, as at that date, had excess of current liabilities over current assets by $1,296 thousand. The
Group’s operations during the year were materially supported by its major shareholder through ongoing financial support
totalling $636 thousand.
The Group’s ability to continue as a going concern is dependent on continued financial support from the shareholder and the
successful implementation of its strategic initiatives and consequent impact on the cash flow forecasts. However, we were
unable to obtain sufficient appropriate audit evidence regarding the shareholder’s ability to continue to provide such financial
support. Furthermore, there are material uncertainties around the successful implementation of strategic initiatives. In addition,
we were unable to obtain sufficient appropriate audit evidence to support management’s assessment of the recoverable
amount of the Group’s right-of-use assets of $107 thousand, including the key assumptions underlying the impairment
assessment.
Consequently, we were unable to determine whether any adjustments might be necessary in respect of the Group’s ability to
continue as a going concern, and the associated impact on the consolidated financial statements, including the carrying value
of right-of-use assets and any related impairment.
Information Other than the Financial Statements and Auditor’s Report thereon
The Directors are responsible for the other information. The other information comprises the Annual Report and the corporate
governance disclosures but does not include the consolidated financial statements and our auditor’s report thereon. Our
Independent Auditor’s Report
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 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 New Zealand equivalents to International Financial Reporting Standards issued by the New
Zealand Accounting Standards Board and IFRS Accounting Standards, and for such internal control as the Directors
determine is necessary to enable the preparation of Consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the Consolidated financial statements, the Directors are responsible 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.
Auditor’s responsibilities for the Audit of the Consolidated Financial Statements
Our responsibility is to conduct an audit of the Group’s consolidated financial statements in accordance with International
Standards on Auditing (New Zealand) and to issue an auditor’s report. However, because of the matter described in the Basis
for Disclaimer of Opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a
basis for an audit opinion on these consolidated financial statements.
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.
Other than in our capacity as auditor we have no relationship with, or interests in, AFC Group Holdings or any of its
subsidiaries.
Other matter
For the year ended 31 March 2025, the consolidated financial statements of the Group were audited by William Buck and
issued disclaimer of opinion on the 30 June 2025 in regard to the appropriateness of going concern assumption used for the
preparation of the consolidated financial statements.
Restriction on use of our report
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that we might
state to the Company’s shareholders, as a body those matters which we are required to state to them in an auditor’s report
and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other
than the Company and its shareholders, as a body, for our audit work, for this report or for the opinion we have formed.
Grant Thornton New Zealand Audit Limited
T Sethi
Partner
Auckland
30 June 2026
AFC Group Holdings Limited Annual Report 2026 69
Holding %
1,508,808,517
41.18%
451,043,376
12.31%
198,750,000
5.42%
180,000,000
4.91%
180,000,000
4.91%
122,578,309
3.35%
120,000,000
3.27%
100,000,000
2.73%
100,000,000
2.73%
98,750,000
2.69%
80,000,000
2.18%
80,000,000
2.18%
47,505,000
1.30%
30,000,000
0.82%
28,609,957
0.78%
28,513,333
0.78%
22,347,222
0.61%
20,000,000
0.55%
20,000,000
0.55%
19,334,790
0.53%
Number of
Shareholders
%
Number of Shares
%
47
6.88% 57,755
0.00%
95
13.91% 322,578
0.01%
96
14.06% 701,151
0.02%
228
33.38% 5,356,412
0.15%
40
5.86% 2,715,892
0.07%
73
10.69% 13,708,212
0.37%
24
3.51% 16,355,663
0.45%
80
11.71% 3,625,035,531
98.93%
683
100% 3,664,253,194
100%
AFC GROUP HOLDINGS LIMITED
SHAREHOLDER AND STATUTORY INFORMATION
The company is listed on the Alternative Market of the New Zealand Exchange (NZX).
Largest Shareholders (As at 31 May 2025)
Rank
Shareholder
1
NZ SILVERAY GROUP LIMITED
2
WEI FANG
3
E WAY HOLDINGS GROUP LIMITED
4
LEI CHEN
5
YINRUI SHEN
6
YONG ZHU
7
SHANSHAN LU
8
SHUOPENG WANG
9
ZHONGSHENG YAO
10
LIN FANG
11
FEI YAO
12
MINGBAO ZHANG
13
TINGSONG ZHANG
14
ZHAN QIN XU
15
WENMING TAN
16
PRAKASH PANDEY
17
ANTHONY EDWIN FALKENSTEIN & IAN DONALD MALCOLM
18
HAO LONG
19
HUAI JI ZHOU
20
WEIHUA LI
.
Spread of Shareholders (as at 31 May 2025)
Size of Holding
1 - 1,999
2,000 - 4,999
5,000 - 9,999
10,000 - 49,999
50,000 - 99,999
100,000 – 499,999
500,000 – 9,999,999
1,000,000 – plus
AFC Group Holdings Limited Annual Report 2026 70
Appointed Resigned
13-Apr-15
-
16-Sep-22
-
25-Oct-22 -
6-Jun-16
-
16-May-18
-
29-Mar-21
-
Shares Shares
Beneficially Owned
Held Solely
Beneficially Owned Held by Associated
Persons
- 198,750,000
- 1,508,808,517
AFC GROUP HOLDINGS LIMITED
SHAREHOLDER AND STATUTORY INFORMATION (continued)
Geographic Spread Number of
Shareholders
% Number of
Shares
%
New Zealand 667 97.66% 3,662,709,383 99,96%
Other 16 2.34% 1,543,811 0.04%
683 100.00% 3,664,253,194 100.00%
Substantial Product Holders (as at 31 May 2025)
This information reflects the company’s records and disclosures made under section 280(1)(b) of the Financial Markets
Conduct Act 2013.
Ordinary Shares
Beneficially
Held
Ordinary Shares
Beneficially
Held
% Held % Held
2026 2025 2026 2025
NZ Silveray Group Limited 1,508,808,517 1,508,808,517 41.18 41.18
Wei Fang 451,043,376 451,043,376 12.31 12.31
E Way Holdings Group Limited 198,750,000 198,750,000 5.42 5.42
Lei Chen 180,000,000 180,000,000 4.91 4.91
Yinrui Shen 180,000,000 180,000,000 4.91 4.91
2,518,601,893 2,518,601,893 68.73 68.73
The total number of voting securities of the company on issue at 31 March 2026 was 3,664,253,194 paid ordinary
Directors
During the year the board of directors comprised:
Non-executive directors
Yang Xia (Chairman)
Shuang (Simon) Xia
Jianfeng Chen
Independent directors
Bo Xian Cao
Zilei Wang
Jingwei Ma
Statement of Directors’ Security Holdings (as at 31 March 2026)
Bo Xian Cao
Yang Xia
AFC Group Holdings Limited Annual Report 2026 71
AFC GROUP HOLDINGS LIMITED
SHAREHOLDER AND STATUTORY INFORMATION (continued)
Statement of Directors’ Security Holdings (as at 31 March 2026) (continued)
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.
There were no other securities transactions disclosed to the Board and entered into the Interests Register for the year
to 31March 2026.
The following are directorships held by the AFC Group Holdings Limited Directors as at 31 March 2026:
Yang Xia
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
Bo Xian Cao
AFC International Trading Group Limited
E Way Holdings Group Limited
Jianfeng Chen Ex
Space Limited
JFC Group Limited
Shuang Xia
NZ Silveray Group Limited
AFC Biotechnology Manufacture Co.,Ltd
Directors' Remuneration and Other Benefits
The Directors of AFC Group Holdings Limited voluntarily received no director fee for the twelve months to
31 March 2026 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.
Donations
No donations were made during the period (2025: Nil)
AFC GROUP HOLDINGS LIMITED
CORPORATE INFORMATION
SOLICITORS AFC GROUP HOLDINGS
LIMITED
Buddle Findlay New Zealand
Lawyers
Security code: AFC
P O Box 1433 Listed on NZX Market
Auckland 1140 NZ Company number:
1799581
SHARE REGISTRAR HEAD OFFICE /
REGISTERED OFFICE
Computershare Investor Services
Limited
AFC Group Holdings
Limited
Level 2, 159 Hurstmere Road Level 15, Tower 2, 205
Queen Street
Private Bag 92-119 Auckland 1010
Auckland 1142 New Zealand
ACCOUNTANTS TELEPHONE
CWC Partners Group Limited
Level 10, GHD House
Commercial Bay
21 Queen Street
Auckland 1010
64-9-300-6268
AUDITORS WEBSITE
Grant Thornton New Zealand Audit
Limited
www.afcnz.com
Level 4, Grant Thornton House
152 Fanshawe Street
PO Box 1961
Auckland 1140
BANKERS
ANZ Bank New Zealand Limited
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.