AFC releases Annual Report for the year ended 31 March 2021
AFC GROUP HOLDINGS LIMITED
ANNUAL REPORT 2021
FOR THE YEAR ENDED 31 MARCH 2021
AFC GROUP HOLDINGS LIMITED
ANNUAL REPORT CONTENTS
FOR THE YEAR ENDED 31 MARCH 2021
Page
Directors' Profiles
2
Directors' Report
3
Corporate Governance Statement4 - 5
AFC Longview Limited6
AFC International Trading Group Limited 7
National Dairy Group Limited 8
AFC Biotechnology Manufacture Co Limited 9
AFC GoGlobal Ecommerce Limited 10
AFC Education Investment Limited 10
Financial Statements 11
Consolidated Statement of Comprehensive Income 12
Consolidated Statement of Changes in Equity 13
Consolidated Statement of Financial Position 14
Consolidated Statement of Cash Flows15
Notes to the Consolidated Financial Statements 16 - 52
Independent Auditor's Report53 - 55
Shareholder and Statutory Information56 - 59
Corporate Information60
AFC Group Holdings Limited Annual Report 2021
Page 1
AFC GROUP HOLDINGS LIMITED
QIANG LI
HAO LONG
ZILEI WANG
JINGWEI MA
Mr. Zilei Wang graduated from Shanghai
International Studies University, where he
obtained a Master Degree of Arts in English
Language and Literature. He is a member of The
Chinese Institute of Certified Public Accountants
(CICPA) and has business experience in
corporate finance, cross-border mergers and
acquisitions, corporate governance and financial
management in New Zealand. He sits on the
Board of several private companies in New
Zealand.
Mr. Wang joined AFC in 2018 and is an
Independent Director of AFC Group Holdings
Limited, and member of the Audit and Risk
committee.
Mr. Qiang Li had more than 10 years’ experience
in the health industry before he came to New
Zealand in 2001 to study for his MBA
qualification. He joined GMP Dairy Limited in
2004. He gained experience in research and
development, purchasing and production
department. He’s also promoted New Zealand
health products into the Chinese market
successfully while he was working with GMP. He
joined the GMP management group in 2010, and
during that time promoted the “KAWALA” brand
of milk products into the Chinese market.
Mr. Li joined AFC in 2016 and is an Independent
Director of AFC Group Holdings Limited, and
member of the Audit and Risk committee.
DIRECTORS' PROFILES
YANG XIA BO XIAN CAO
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.
In 2007 Mr Xia formed his own investment
company, Guangdong Yinrui Investment &
Management Company. While a majority of his
investments are in China, he has also invested in
a chemical company in Thailand. Mr Xia is
currently in the process of expanding his
investment activities into Australia and New
Zealand having founded NZ Silveray Group
Limited in February 2014.
Mr. Bo Xian Cao is a Chinese National and a
New Zealand Citizen. He moved to New Zealand
in 1994 and he has over 22 years business
experience in China and New Zealand. He has
held various executive positions in export related
sectors specifically primary industries (including
Hydroponics) and Skin Care industries. Mr. Cao
has developed skills in trading between New
Zealand and Asian countries specialising in
Hong Kong and China.
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.
Mr. Hao Long moved to New Zealand in 2002 and graduated
from Massey University with a double major in Accounting
and Marketing. He is a Chartered Accountant (CA), a
member of Chartered Accountants Australia and New
Zealand, and a Chartered Member of the Institute of Director
(CMInstD). He has over 12 years professional accounting
experience, including working for a Big 4 accounting firm plus
governance and management experience in the commercial
sectors in China and New Zealand.
Mr. Long joined AFC in 2015 and is the Executive Director
and CFO of AFC Group Holdings Ltd, and the CEO of AFC
Longview Limited. Mr Long resigned as dircetor of AFC
Group Holdings Limited on 22 March 2021.
Ms Jingwei Ma was appointed director of AFC Group
Holdings Limited on 29 March 2021. Ms Jingwei Ma
graduated from Japan Aichi University in 2010, major in
International Relations. She is a visionary entrepreneur who
owns a business in the education sector and operates two
female fitness clubs in Xi’an China. Both of her businesses
have achieved remarkable results.
Ms Ma will bring in her governance expertise and trading
channels to AFC to stimulate the international trade sector.
AFC Group Holdings Limited Annual Report 2021
Page 2
AFC GROUP HOLDINGS LIMITED
AFC Group Holdings Limited
1.
2.
3.
4.
5.
AFC Longview Limited (“AFCLV” and “Longview Estate”)
1.
2.
3.
4.
AFC Biotechnology Manufacture Co Ltd (“AFCBIO”)
1.
AFCBIO has restructured successfully which cut down more than $150,000 costs.
2.
3.
4.
DIRECTORS' REPORT
The spread of COVID-19 has severely impacted many local economies around the globe. In New
Zealand, businesses are being forced to cease or limit operations for long or indefinite periods of time.
Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing,
and closures of non-essential services have triggered significant disruptions to businesses, resulting in
an economic slowdown.
The fiscal year 2021 is a challenging year for AFC Group Holdings Limited and its subsidiaries ("AFC"),
but ACF has been actively and continuously taking various measures to deal with various challenges.
In summary, the AFC Group will continue to work hard to enable future revenue growth and return value
to our shareholders in the 2022 fiscal year. While the company is developing itself, it will also be a good
messenger of investment and trade between New Zealand and China. By fulfilling the corporate social
responsibilities and obligations of a locally listed company, AFC is aiming to contribute to the happiness
of the people of New Zealand and China.
AFC is prepared to lease its office which can cut down on more than $120,000 expenses.
Independent directors of AFC will continue to take a 30% reduction in remuneration. Other
directors will voluntarily receive no director fees.
AFC attended the 3rd China International Import Expo (CIIE) to promote the group and products.
AFC employed more senior personnel who can bring sales and profit to the group.
AFC is helping and providing more opportunities for New Zealand small and medium enterprises to
enter the Chinese market, AFC Group has actively participated in the China (Anhui) 5G
International Food City and the "EFOODLINE" global e-commerce platform.
AFCLV has updated its pricing strategy and launched the marketing campaign “White Diamond is
back to the community”. The pricing strategy and marketing campaign was allowing more people to
gain access to the White Diamond Wine.
Longview Estate has also participated in different wine exhibitions, such as Winetopia and NZ
WINE Roadshows, to promote wine and increase sales.
Longview Estate has taken actions to cut costs, such as better work schedules organisation and
people management.
Longview Estate intends to revaluate its land. It will be a change of accounting policies from
historical value to fair value.
AFCBIO will increase the use of online distribution channels in 2021. Examples include
continuously using the shoppertainment to promote masks, Jingdong, Wei Pin Hui and Staff Live
Stream on Tmall.
Signed MOU with new distributors in China to sell in duty-free shops in China.
AFCBIO continuously reduced costs by preparing to sublease its premises.
AFC Group Holdings Limited Annual Report 2021
Page 3
AFC GROUP HOLDINGS LIMITED
Meetings
Attended
Meetings Held
Yang Xia
44
44
44
Qiang Li
44
44
00
AUDIT COMMITTEE
Yang Xia
Qiang Li
Zilei Wang
Hao Long
Female Male Female Male
Directors14-5
Officers3131
The AFC Audit Committee has been established to
focus on audit and risk management and specifically
addresses responsibilities relative to financial
reporting and regulatory conformance.
The Audit Committee is accountable for ensuring the
performance and independence of the external
auditors and also makes recommendations to the
Board.
The Audit Committee held and attended 4 meetings
during the year and comprised of the following
members:
Bo Xian Cao (Chairman)
Qiang Li
Zilei Wang
ETHICAL CONDUCT
AFC has adopted a policy of business ethical conduct
that is designed to formalise its commitment to high
standards of ethical conduct and to provide all
Directors and representatives with clear guidance on
those standards. These are governed by its Code of
Ethics, Conflicts of Interest Policy and its Insider
Trading Policy.
Jingwei Ma
Executive (Resigned)
Profiles of the individual Directors can be found on
page 2.
20212020
Non-Executive (Chair)
Non-Executive
Executive
Independent
Bo Xian Cao
Independent
CORPORATE GOVERNANCE STATEMENT
The Board met 4 times during the year and received
papers, including regular reports from management,
to read and consider before each meeting. The Board
is provided at all times with accurate timely
information on all aspects of AFC’s operations and is
kept informed of key risks to AFC on a continuing
basis.
In addition, the Board meets whenever necessary to
deal with specific matters needing attention between
scheduled meetings, including a number of meetings
to consider various opportunities. These meetings are
not included in the numbers below.
Board Members
Hao Long (Resigned)
Bo Xian Cao
Zilei Wang
The Board of Directors (“the Board”) of AFC Group
Holdings Limited (“AFC” or “the Company”)
recognises the need for strong corporate
governance practices and has adopted a
comprehensive corporate governance code.
The Board believes that the corporate governance
structures and practices encourage the creation of
value for AFC shareholders whilst ensuring the
highest standards of ethical conduct and providing
accountability and control systems commensurate
with the risks involved.
ROLE AND COMPOSITION OF THE BOARD
The Board is responsible for the direction and
control of AFC and is accountable to shareholders
and others for AFC’s performance and its
compliance with applicable laws, regulations and
standards.
AFC offers shareholders an experienced Board with
skills across a number of industries and disciplines.
The AFC Constitution requires a minimum of three
Directors. The Board elects a Chairman whose
primary responsibility is the efficient functioning of
the Board.
For 31 March 2021, the Board comprised of the
following directors:
Jingwei Ma
AFC Group Holdings Limited Annual Report 2021
Page 4
AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT CONTINUED
OTHER COMMITTEES
SHAREHOLDER INFORMATION
AFC’s Code of Ethics details the ethical and
professional behavioural standards required of the
Directors and other officers. The code also provides
the means for proactively addressing and resolving
potential ethical issues.
The Conflicts of Interest Policy details the process to
be adopted for identifying conflicts of interest and
the actions that should be taken.
The Code of Ethics and Conflicts of Interest Policy
are available for the shareholders upon request.
Due to the importance of nomination and
remuneration matters the Board as a whole
addresses these and consequently there is no
separate Nomination or Remuneration Committee.
The Board recognises the importance of providing
comprehensive and timely information to
shareholders.
AFC maintains a website for shareholders,
www.afcnz.com. Shareholder reports, market
announcements, copies of Annual Reports,
presentations, press releases and news articles, as
well as performance data, are posted on the
website.
AFC Group Holdings Limited Annual Report 2021
Page 5
AFC GROUP HOLDINGS LIMITED
AFC LONGVIEW LIMITED
Longview Estate was established by the Vuletich family in 1969. Longview Estate Wines pioneered wine-growing
in Whangarei. Longview is the oldest commercially operating vineyard in northern New Zealand with a total area
of 4.22 hectares of vines. The Winery produces a series of wines with annual output of 16,000 litres. Varieties
include Merlot, Cabernet Franc, Malbec, Syrah, Chardonnay, White Diamond and Gewürztraminer. The major
wines are Reserve Gewurztraminer, Chardonnay, White Diamond, Merlot Cabernet Franc Malbec-Syrah and
Gumdiggers Port. White Diamond is the unique product in New Zealand. White Diamond grapes produce a
sweet fragrant, fruity wine, with an intense grape flavour. “Once tasted never forgotten”.
AFC Group Holdings Limited Annual Report 2021
Page 6
AFC GROUP HOLDINGS LIMITED
AFC INTERNATIONAL TRADING GROUP LIMITED
AFC International Trading Group Limited (AFCIT) was setup to purchase products in New Zealand and to
export these to China. The company involves in sourcing food products, health supplement products and
cosmetic products in New Zealand and export to China. The Company was not purchased any new products
and continued to sell the remaining stocks during the year.
AFC Group Holdings Limited Annual Report 2021
Page 7
AFC GROUP HOLDINGS LIMITED
NATIONAL DAIRY GROUP LIMITED
National Dairy Group Limited (NDG) is involved in research and development, manufacturing and
management. All NDG products pass the qualification of GMP (Good Manufacturing Practice) in New
Zealand. NDG is a wholly owned subsidiary of AFC Group Holdings Limited (AFC), NDG owns the “ Morning “
brand plus other brands. Its products are sold across New Zealand, Australia and China. NDG promotes
natural health and scientific nutrition so it is able to provide its customers with high quality health food. The
company has not traded and have not performed any research and development activities during the year.
AFC Group Holdings Limited Annual Report 2021
Page 8
AFC GROUP HOLDINGS LIMITED
AFC Biotechnology Manufacture Co Limited started production in July 2016. The designed annual capacity of
the production line is 7 million sheets of cosmetic facial mask. With the most advanced face mask production
line in New Zealand, the company adopts GMP standard and operates in a dust-free work shop. The Company
sells both in New Zealand and exports primarily to China.
AFC BIOTECHNOLOGY MANUFACTURE CO. LIMITED
AFC Group Holdings Limited Annual Report 2021
Page 9
AFC GROUP HOLDINGS LIMITED
AFC EDUCATION INVESTMENT LIMITED
AFC Education Investment Limited (AFCEI) was established to acquire and reconstruct for educational
institutes. It will integrate the educational resources and models of studying abroad between China and New
Zealand. The company was not trading during the year.
AFC GOGLOBAL ECOMMERCE LIMITED
GoGlobal is designed to be a platform which specialises in the sale of quality New Zealand and Australian
products to China. This easy to use international platform allows producers and retailers to access the vast
Chinese market with ease. The sellers can control their own prices, inventory, and all other aspects of the
marketing and sales process from New Zealand. The company was not trading during the year.
AFC Group Holdings Limited Annual Report 2021
Page 10
AFC GROUP HOLDINGS LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2021
20212020
Notes
NZ$ NZ$
Operating Revenue2 646,910 1,234,931
Cost of Sales(894,258) (1,065,013)
Gross profit(247,348)169,918
Other Income
2 307,144 90,730
Expenses
Selling and Distribution Expenses3 (156,023)(386,901)
Administration Expenses
3 (1,106,571) (1,055,376)
Reversal/(Impairment loss) on trade receivables9 276 60,004
(1,202,522) (1,121,625)
Finance Income
2 8 195
Finance Expense
3 (69,337)(49,123)
(69,329)(48,928)
Loss before income tax(1,271,851) (1,170,553)
Income tax expenses4 - -
Loss for the year(1,271,851)(1,170,553)
Other comprehensive income
- -
Total comprehensive loss for the year(1,271,851) (1,170,553)
Loss and total comprehensive loss attributable to:
Equity holders of the parent(632,463)(615,550)
Non-controlling interest
7
(639,388)(555,003)
(1,271,851) (1,170,553)
Loss per share:
Basic and Diluted Earning per share in NZ$
5 (0.00017)(0.00017)
Operating loss
The financial statements are to be read in conjunction with the notes to the financial statements set out on pages 16 to 52.
AFC Group Holdings Limited Annual Report 2021
Page 12
AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2021
Notes
Issued
Share
Capital
Accumulated
Losses
Equity
Holders of
the Parent
Non-
Controlling
Interests
Total
NZ$ NZ$ NZ$ NZ$ NZ$
Balance as at 1 April 2019
6
28,679,503 (25,702,468) 2,977,035 756,684 3,733,719
Net loss for the financial year
7
-(615,550) (615,550) (555,003) (1,170,553)
Other comprehensive income-----
Total comprehensive loss
-(615,550) (615,550) (555,003) (1,170,553)
Balance as at 31 March 202028,679,503 (26,318,018) 2,361,485 201,681 2,563,166
Net loss for the financial year
7
-(632,463) (632,463) (639,388) (1,271,851)
Other comprehensive income-----
Total comprehensive loss
-(632,463) (632,463) (639,388) (1,271,851)
Balance as at 31 March 202128,679,503 (26,950,481) 1,729,022 (437,707) 1,291,315
The financial statements are to be read in conjunction with the notes to the financial statements set out on pages 16 to 52.
AFC Group Holdings Limited Annual Report 2021
Page 13
25/06/2021
AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2021
20212020
Notes
NZ$ NZ$
Cash flows from operating activities
Cash was received from:
Receipts from customers 766,310 1,163,544
Receipts from related parties238,279 584,232
Interest received8 195
Other receipts300,216 90,730
Cash was applied to:
Payments to suppliers and employees(1,463,836) (1,716,258)
Payments to related parties- (223,159)
Interest paid(25,592)(1,825)
Lease interest
13
(43,745)(47,298)
Net cash outflow from operating activities
18
(228,360)(149,839)
Cash flows from investing activities
Cash was received from:
Proceeds from disposal of property, plant and equipment1,739 2,421
Cash was applied to:
Purchase of property, plant and equipment
12
- (4,179)
Net cash inflow/(outflow) from investing activities1,739 (1,758)
Cash flows from financing activities
Cash was received from:
Proceeds from borrowings
17
53,400 -
Received from related parties123,853 281,825
Cash was applied to:
Payments for lease liabilities principal
(152,090)(136,885)
Net cash inflow from financing activities25,163 144,940
(201,458)(6,657)
Foreign currency translation adjustment
6,928 (36,083)
Cash and cash equivalents at the beginning of the year
197,905 240,645
Cash and cash equivalents at the end of the year
8
3,375 197,905
Net decrease in cash and cash equivalents
The financial statements are to be read in conjunction with the notes to the financial statements set out on pages 16 to 52.
AFC Group Holdings Limited Annual Report 2021
Page 15
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
1.ACCOUNTING POLICIES
REPORTING ENTITY
1.1Statement of compliance
1.2 Basis of preparation
1.3 New accounting standards adopted
1.4Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at 31
March 2021. Subsidiaries are those entities over which the Group has control. Control is achieved when the Group is
exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those
returns through its power over the investee.
AFC Group Holdings Limited (the “Company”) is a company incorporated and domiciled in New Zealand and
registered under the Companies Act 1993. The Company is listed and its ordinary shares are quoted on the NZX main
board equity security market (NZX main market) and the addresses of its registered office and principal place of
business are disclosed in the Corporate Information section of this report. The Company is an FMC Reporting Entity
under the Financial Markets Conduct Act 2013 and its financial statements comply with the Companies Act 1993 and
the Financial Markets Conduct Act 2013.
The consolidated financial statements of AFC Group Holdings Limited for the year ended 31 March 2021 comprise the
Company and its subsidiaries (together referred to as the "Group"). For the purposes of complying with generally
accepted accounting practice in New Zealand ("NZ GAAP"), the Group is a for-profit entity. As a listed company, the
Group is considered a Tier One entity. The principal activity of the Company and the Group is to produce, manufacture
and purchase food, health, and cosmetic products for distribution in New Zealand and the Chinese markets. The
Group also operates in the winery and vineyard industry which has manufacturing operations.
These financial statements have been prepared in accordance with NZ GAAP. They comply with New Zealand
equivalents to International Financial Reporting Standards and other applicable Financial Reporting Standards ("NZ
IFRS"), as applicable to the Group as a profit oriented entity. These financial statements also comply with International
Financial Reporting Standards ("IFRS").
The consolidated financial statements were approved and authorised for issue by the directors on _______________.
The directors are not able to amend the financial statements after issue.
The consolidated financial statements are prepared on a cost basis except for biological produce which has been
measured at fair value and financial assets which are carried at amortised cost. The preparation of financial
statements in conformity with NZ IFRS and IFRS requires the use of certain critical accounting estimates and
assumptions. It also requires management to exercise its judgement in the process of applying the group’s accounting
policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates
are significant to the consolidated financial statements are disclosed in note 1.23.
The consolidated financial statements for the Group are presented in New Zealand dollars ($), which is the functional
currency of all entities within the Group. All financial information has been rounded to the nearest dollar unless
otherwise stated.
No new standards, amendments to standards and interpretations to existing standards which are mandatory for the
first time for year ended 31 March 2021 have been adopted by the Group.
AFC Group Holdings Limited Annual Report 2021
Page 16
25/06/2021
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
1.ACCOUNTING POLICIES (continued)
1.4Basis of consolidation (continued)
1.5Intangible assets
1.6Going concern
The consolidated financial statements have been prepared on a going concern basis. At 31 March 2021, the Group
has positive equity of $1,291,315. The Group has minimal external debt and has negative working capital of
($277,481) at that date. Excluding related party accounts payable and advances payable, the Group had positive
working capital of $361,842. The Group has suffered reduced sales in FY21 due to the Covid-19 pandemic and has
taken steps manage the business accordingly.
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.
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.
Intangible assets comprise of acquired brands, trademarks and distribution right asset. Goodwill and brands are
indefinite life intangibles subject to annual impairment testing. Brands are not amortised but are tested for impairment
annually and are carried at cost less any accumulated impairment losses.
Distribution right asset is amortised on the straight line basis over the life of the agreement and is also tested for
impairment annually. The distribution right asset is recognised in the statement of financial position at cost less
accumulated amortisation and any impairment losses.
Trademarks are also tested for impairment annually and are carried at cost less any accumulated amortisation and
impairment losses. Trademarks have a finite useful life of 10 years and the Group amortises these using the straight-
line method over 10 years. Trademarks are recognised in the statement of financial position at cost less accumulated
amortisation.
AFC Group Holdings Limited Annual Report 2021
Page 17
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
1.ACCOUNTING POLICIES (continued)
1.6Going concern (continued)
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
1.7Revenue
Sale of goods - Contracts with customers
The key factors the Directors considered in determining that the Going Concern assumption was appropriate include:
There is minimal external debt and no externally imposed capital requirements.
The Group has significant property at Longview vineyard which includes three residential housing units. This
property is unencumbered. The Directors consider that this property could be utilised to raise debt at low rates
from a major New Zealand bank if liquidity needs required it. They do not forecast that this will ne necessary in
the foreseeable future.
The Group has considerable stocks of Finished Goods which will convert to positive cash inflows when settled
by sale, with little or no cash outflow required.
As disclosed in note 19 there are related party payables of $639,323. It has been agreed that payment of these
will be deferred until such time as the group has the liquidity to settle these liabilities.
In response to the Covid-19 pandemic the Group has reduced the fixed cost base of the business. This has
been achieved with the reduction in Directors fees and reduction in staff levels. The space taken at the
premises of the Manufacturing facility has been reduced and surplus space offered for sub-letting.
Detailed budgets for the two operational segments have been prepared which supports the going concern
assumption.
The key estimate in the budgets is the expected level of sales volumes of wine and cosmetic face masks.
In May 2021 a contract to sell $180,000 of wine was completed with a related party. This is one of three such
expected contracts in FY22.
The Group has significantly revised its domestic pricing strategy on the core product, White Diamond wine,
which has already lead to significantly increasing sales volumes at a positive Gross Margin.
Sales of cosmetic face masks in New Zealand have been negatively affected by the closure of borders. The
Group has created new distribution channels in China, its primary market for the product. This includes the
China Duty Free Group for which THE Group is in advanced negotiations for sale of significant volume of
boxes of product.
Based on the current stages of negotiations with customers, the Directors are anticipating sales in FY22 on
similar levels of pre-Covid sales in FY18 and FY19.
Revenue from contracts with customers is recognised when the goods are delivered to the port of delivery and have
been accepted by the customer.
The Group generates revenue primarily from the sale of wine and DD masks to its customers. Other sources of
revenue include interest income and rental income.
For contracts that permit the customer to return an item, revenue is recognised to the extent that it is highly probable
that a significant reversal in the revenue recognised will not occur. The amount of revenue recognised is adjusted for
expected returns based on historical data and trends for returns. The Group reviews its estimate of expected returns
at each reporting date.
The Group recognises revenue under NZ IFRS 15 when a customer obtains control of the goods. The Group
recognises revenue to depict the transfer of products to customers in an amount that reflects the consideration to
which the entity expects to be entitled to in exchange for those goods or services.
AFC Group Holdings Limited Annual Report 2021
Page 18
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
1.ACCOUNTING POLICIES (continued)
1.7Revenue (continued)
Interest income
Government grant
1.8Foreign currency
1.9Inventories
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.
Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the
functional currency at the exchange rate at the date. The foreign currency gains or loss on monetary items is the
difference between amortised cost in the functional currency at the beginning of the year, adjusted for effective interest
and payments during the year, and the amortised cost in foreign currency translated at the exchange rate at the end of
year.
The Directors’ assessment of the value is determined after reviewing and comparing the market price with the cost
and as a result of this, the carrying value of some inventories have been written down to estimated net realisable
value. The total amount of the provision written off to profit or loss at 31 March 2021 was $335,809 (31 March 2020:
$162,793).
The valuation of inventory is determined under the principle of lower of cost or net realisable value. The cost of
inventories is based on the first in first out principle, and includes expenditure incurred in acquiring the inventories and
bringing them to their existing location and condition. Net realisable value is the estimated selling price in the ordinary
course of business, less the estimated costs of completion and selling expenses.
Transactions in foreign currencies are translated to the functional currency of the Group at exchange rates at the
dates of the transactions.
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.
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.
Rental
Rental Income is recognised as income on a straight-line basis over the term of the lease.
AFC Group Holdings Limited Annual Report 2021
Page 19
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
1.ACCOUNTING POLICIES (continued)
1.10Leases (continued)
The Group as a lessee
Lease Liabilities
The Group as a lessor
1.11Cash and cash equivalents
1.12Employee benefits
Rental Income from operating leases is recognised as income on a straight-line basis over the period of the lease.
Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave
when it is probable that settlement will be required and they are capable of being measured reliably. Provisions made
in respect of employee benefits are measured at their nominal values using the remuneration rate expected to apply at
the time of settlement.
Cash and cash equivalents comprise cash on hand and cash in bank.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated
useful life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at
the end of the lease term, the depreciation is over its estimated useful life. Right-of-use are subject to impairment or
adjusted for any remeasurement of lease liabilities.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases
with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to
profit or loss as incurred.
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the
present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit
in the lease or, if that rate cannot be readily determined, the group’s incremental borrowing rate. Lease payments
comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on and index or
a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the
exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease
payments that do not depend on an index or a rate are expensed in the period in which they are incurred.
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.
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.
AFC Group Holdings Limited Annual Report 2021
Page 20
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
1.ACCOUNTING POLICIES (continued)
1.13Financial assets
Financial assets at amortised cost
1.14Financial Liabilities
Financial liabilities at amortised cost
Interest and dividends
Related party payables
1.15Equity
1.16Goods and services tax (“GST”)
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.
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.
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.
Revenue, expenses, assets and liabilities are recognised net of the amount of goods and services tax (GST), except
for receivables and payables, which are recognised inclusive of GST.
Share capital is classified as equity when the amount represents a residual interest. Incremental costs directly
attributable to the issue of new shares or warrants are shown in equity as a deduction, net of tax, from the proceeds.
When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly
attributable costs is recognised as a deduction from equity. Repurchased shares are classified as treasury shares.
When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity
and the resulting surplus or deficit on the transaction is presented within share premium.
Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs and are
subsequently measured at amortised cost using the effective interest method.
Interest and dividends are classified as expenses or as distributions of profit consistent with the statement of financial
position classification of the related debt or equity instruments or component parts of compound instruments.
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 Annual Report 2021
Page 21
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
1.ACCOUNTING POLICIES (continued)
1.17Income tax
1.18Property, plant and equipment
Recognition and measurement
Subsequent costs
Depreciation
not depreciated
0% - 2% Diminishing Value
40% - 50% Diminishing Value
20% Diminishing Value
10% - 40% Diminishing Value
20% - 30% Diminishing Value
Fixture and Fittings and Office Equipment8% - 20% Diminishing Value
7.5% Diminishing Value
Plant & Equipment
Items of property, plant and equipment are measured at cost less accumulated depreciation and any impairment
losses.
Grape Vines / Bearer Plants
Motor Vehicles
Leasehold Improvements
Computer Equipment
The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item
if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be
measured reliably. The costs of the day-to-day servicing of property, plant and equipment are recognised in the profit
and loss component of the consolidated statement of comprehensive income as incurred.
Cost includes expenditure that is directly attributable to the acquisition of the asset. In the event that settlement of all
or part of the purchase consideration is deferred, cost is determined by discounting the amounts payable in the future
to their present value as at the date of acquisition.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate
items (major components) of property, plant and equipment.
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.
Buildings
Land & Land Improvements
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:
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 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.
Taxation expense comprises both current and deferred tax.
AFC Group Holdings Limited Annual Report 2021
Page 22
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
1.ACCOUNTING POLICIES (continued)
1.18 Property, plant and equipment (continued)
1.19 Biological Assets
1.20Impairment of assets
Financial assets
Non-financial assets
Biological assets consist of grape fruit bunches. The Group grows and purchases grapes to use in the production of
wine, as part of normal operations. Grapes are normally harvested between March and May each year. The grapes
harvested and purchased are adjusted to fair value at the point of harvest after taking into consideration of various
market factors, as well as reviewing the district average pricing report for grapes of similar quality and variety. Any
adjustment to bring the cost of sales to fair value is recognised in inventory and cost of sales.
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.
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. Goodwill is tested for impairment
annually and whenever there is an indication that the asset may be impaired an adjustment is made and is not
subsequently reversed.
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.
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.
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.
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.
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.
Financial assets are impaired where there is objective evidence, that as a result of one or more events that occurred
after the initial recognition of the financial assets, the estimated future cash flows of the investment have been
impacted.
AFC Group Holdings Limited Annual Report 2021
Page 23
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
1.ACCOUNTING POLICIES (continued)
1.20Impairment of assets (continued)
1.21Earnings per share
1.22Cash Flows
The following are the definitions used in the consolidated statement of cash flows:
1.23 Critical accounting judgments and key sources of estimation uncertainty
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.
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.
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.
All impairment losses are immediately recognised through profit and loss.
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.
Financing activities are activities that result in changes in the size and composition of the contributed equity and
borrowings of the Group.
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.
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.
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated
by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of
ordinary shares outstanding during the period.
Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted
average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which comprises
of warrants.
AFC Group Holdings Limited Annual Report 2021
Page 24
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
1.ACCOUNTING POLICIES (continued)
1.23 Critical accounting judgments and key sources of estimation uncertainty (continued)
Impairment of trade, other and related party receivables
Recognition of provision for deferred tax assets
Provision for Inventory
Impairment of property, plant and equipment
2.REVENUE
20212020
NoteNZ$NZ$
Operating revenue
Sales - wine products
155,676 131,390
Sales - cosmetic products
484,310 1,092,235
Sales - other products
6,924 11,306
Total operating revenue
646,910 1,234,931
Other Income
58,711 71,122
Rental Income
24,953 15,600
Covid-19 wage subsidy
223,480 4,008
307,144 90,730
Total Income
954,054 1,325,661
The Group's assessment of provisions for inventory obsolescence and net realisable value involves making estimates
and judgements in relation to future selling prices. The Group considers a wide range of factors including historical
data, current trends, recent sales data and product information from buyers as part of the process to determine the
appropriate value of these provisions.
In determining 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.
In determining whether an item of property, plant and equipment is impaired, the Group applies NZ IAS 36 Impairment
of Assets. This assessment involves the review of the carrying amount of its assets or cash-generating unit and if this
exceeds the recoverable amount. This assessment involves estimating the value in use of an asset and estimating the
future cash inflows and outflows to be derived from the continued use of the asset and its disposal and applying an
appropriate discount rate to those future cash flows.
The Group has not recognised a deferred tax asset (2020: No deferred tax asset recognised) on its statement of
financial position as at reporting date. Significant judgement is required in determining if the utilisation of deferred
assets is probable. The recognition of deferred tax assets is based upon whether it is more likely than not that
sufficient and suitable taxable profits will be available in the future against which the reversal of temporary differences
can be deducted. To determine the future taxable profits, reference is made to the latest forecasts of future earnings
of the Group. Where the temporary differences are related to losses, relevant tax law is considered to determine the
availability of the losses to offset against the future taxable profits (refer note 4).
AFC Group Holdings Limited Annual Report 2021
Page 25
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
2.REVENUE (continued)
20212020
NoteNZ$NZ$
Finance Income:
Interest received on bank account
8 74
Interest received from related parties
19
-
87
Other Interest received-
34
8 195
Performance Obligations and Revenue Recognition
Operating revenue - Geographical locations
Sales - Wine
products
Sales -
Cosmetic
products
Sales - Other
products Total
NZ$NZ$NZ$NZ$
China
25,007 213,485 226 238,718
New Zealand
130,669 270,825 6,698 408,192
Operating Revenue
155,676 484,310 6,924 646,910
China
90,144 200,098 898 291,140
New Zealand
41,246 892,137 10,408 943,791
Operating Revenue
131,390 1,092,235 11,306 1,234,931
3.EXPENSES
20212020
NoteNZ$NZ$
Included in Cost of Sales Expenses
Cost of Goods Sold
721,242 978,240
Provision for Inventory Obsolescence
11
173,016
86,774
Included in Selling and Distribution Expenses
Advertising
986 11,704
Business Events 53,111 217,172
Freight and Courier2,746 4,922
Salaries and Sales Commission 97,656 150,706
Operating revenue is attributed to the following geographical locations on the basis of the country the customer
is trading in.
31 March 2021
31 March 2020
Revenue is measured based on the consideration specified in a contract with a customer. The Group
recognises revenue when it transfers control over a good or service to a customer.
Profit / (Loss) before income tax has been determined after
charging:
AFC Group Holdings Limited Annual Report 2021
Page 26
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
3.EXPENSES (continued)
20212020
NoteNZ$NZ$
Included in Administration Expenses
Accounting and Consulting
15,300 28,030
Amortisation of Intangible Assets
15
150 150
Depreciation for property, plant and equipment
12
73,699 92,620
Depreciation for right-of-use assets
13
166,243 154,218
Directors Fees
61,005 58,070
Entertainment
12,898 28,369
Impairment of property, plant and equipment
12
161,333 -
Insurance
29,507 33,600
Kiwisaver Contributions
5,841 7,209
Legal Fees
461 2,300
Management Fees
19
30,000 30,000
Salaries623,789 620,823
NZX costs
10,900 12,600
Travel 743 53,379
Auditors' remuneration
Audit of financial statements58,647 51,230
Wine Standards Management Plan audit
- 1,856
Total fees paid to auditors
58,647 53,086
20212020
NoteNZ$NZ$
Finance costs:
Interest paid on borrowings from related parties
19
25,475 1,825
13
43,745 47,298
Other interest paid117 -
69,337 49,123
4. INCOME TAX EXPENSE
4.1. Components of Income tax expense
20212020
NZ$NZ$
- -
- -
Income tax expense
- -
Deferred tax movements
Current year income tax charge
The auditors of the financial statements for 2021 were William Buck Audit (NZ) Limited (2020: William Buck
Audit (NZ) Limited).
Lease interest
The auditors of the Wine Standard Management Plan for 2021 were Quality Auditing Specialists Limited (2020:
Quality Auditing Specialists Limited).
AFC Group Holdings Limited Annual Report 2021
Page 27
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
4. INCOME TAX EXPENSE (continued)
20212020
Reconciliation of effective tax rate
NZ$NZ$
Profit / (loss) before income tax
(1,271,851)(1,170,553)
(356,118)(327,755)
Expected income expense / (benefit)
(356,118)(327,755)
Adjustments
Non deductible expenses
64,464 5,265
Non taxable income
(62,581)(1,515)
Deferred tax adjustments
(19,344)-
Losses not recognised and carried forward
373,579 326,439
Income tax expense
- -
4.2 Deferred tax assets and liabilities
20212020
NZ$NZ$
Deferred tax assets/(liabilities) arising from the following:
Unused tax losses
1,155,617 884,681
Provisions and accruals
122,655 73,969
Property, plant and equipment
45,301 160
Right of use assets and lease liabilities
8,816 -
Tax benefits not recognised
(1,332,389)(958,810)
Deferred tax assets as at 31 March
- -
Movements
Balance as at
31 March
NZ$
NZ$
Unused tax losses
326,439
884,681
Provisions and accruals
(2,394)
73,969
Property, plant and equipment
(40)
160
Right of use assets and lease liabilities
-
-
Deferred tax not recognised
(324,005)
(958,810)
- -
Unused tax losses
270,936
1,155,617
Provisions and accruals
48,686
122,655
Property, plant and equipment
45,141
45,301
Right of use assets and lease liabilities
8,816
8,816
Deferred tax not recognised
(373,579)
(1,332,389)
- -
31 March 2021
884,681
73,969
160
-
(958,810)
-
The tax rate used for the reconciliation above is the corporate tax rate of 28% (2020: 28%) payable by New
Zealand corporate entities on taxable profits under New Zealand tax law.
-
1 April
Income tax expense/(benefit) calculated at 28%
Deferred tax movements relating to origination and reversal of
temporary differences including adjustments to deferred tax
- (2,434)
31 March 2020
Opening Balance
NZ$
558,242
76,363
200
-
(634,805)
AFC Group Holdings Limited Annual Report 2021
Page 28
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
4. INCOME TAX EXPENSE (continued)
4.2 Deferred tax assets and liabilities (continued)
5.
EARNINGS PER SHARE
20212020
NZ$NZ$
Basic earnings per share
Profit/ (Loss) after taxation attributable to equity holders of the parent(632,463)(615,550)
3,664,253,194 3,664,253,194
Basic and Diluted Earning per share in NZ$(0.00017)(0.00017)
6.AUTHORISED AND ISSUED SHARE CAPITAL
6.1Ordinary shares
Shares
IssuedGroup
No.NZ$
Balance at 1 April 2019
3,664,253,194 28,679,577
Movement for 2020 financial year
Ordinary shares authorised and issued
- -
Ordinary shares on issue at 31 March 2020
3,664,253,194 28,679,577
Treasury shares
(37,082)(74)
3,664,216,112 28,679,503
Ordinary shares on issue at 31 March 2020 excluding
treasury shares
31 March 2020
Weighted average number of ordinary shares on issue
The earnings and weighted average number of ordinary shares used in the calculation of basic earnings per
share are as follows:
There have been no other transactions involving ordinary shares or potential ordinary shares between the
reporting date and the date of authorisation of these financial statements.
The Group has not recognised the deferred tax asset of $1,332,389 on its Statement of Financial Position as at
reporting date as the Group has determined that the utilisation of deferred tax assets is not probable. In
deciding whether to recognise the deferred tax assets, the Group also considers whether it is likely that
sufficient and suitable taxable profits will be available in the future against which the reversal of temporary
differences can be deducted.
Losses can be carried forward indefinitely under New Zealand tax law (assuming shareholder continuity
requirements are met and approval of the Inland Revenue Department is obtained).
The above amounts are tax effected balances. Obtaining the benefits of the deferred tax assets is dependent
upon deriving sufficient assessable income and the Group have assessed that there will not be sufficient
taxable income with which to utilise the asset based on the forecasts provided.
AFC Group Holdings Limited Annual Report 2021
Page 29
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
6.AUTHORISED AND ISSUED SHARE CAPITAL (continued)
6.1Ordinary shares
Shares
IssuedGroup
No.NZ$
Balance at 1 April 2020
3,664,253,194 28,679,577
Movement for 2021 financial year
Ordinary shares authorised and issued
- -
Ordinary shares on issue at 31 March 2021
3,664,253,194 28,679,577
Treasury shares
(37,082)(74)
3,664,216,112 28,679,503
6.2Warrants
7
NON-CONTROLLING INTEREST
There are non-controlling interests in AFC Biotechnology Manufacture Co Limited and AFC Longview Limited.
AFC Biotechnology Manufacture Co Limited
AFC Longview Limited
Both entities are incorporated and domiciled in New Zealand.
31 March 2021
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).
Ordinary shares on issue at 31 March 2021 excluding
treasury shares
All ordinary shares issued are fully paid. All ordinary shares rank equally with one vote attached to each fully
paid ordinary share and have equal dividend rights and no par value.
Treasury shares are those shares acquired by the company from shareholders who exercised their minority
buy back rights at the time shares were issued to NZ Silveray Group Limited. These shares are held by the
company until the directors resolve to reissue the shares or to cancel the shares. At balance date, the company
held 37,082 treasury shares which were acquired during 2016.
No warrants were issued during the 2021 year.
No dividends have been declared or paid for the year ended 31 March 2021 (2020: $nil).
AFC Biotechnology Manufacture Co Limited was incorporated in July 2016 with 100 ordinary shares issued at
$10,000 for each share. For the 2021 year, AFC Group Holdings Limited held 51% of the shares and non-
controlling interest held remaining 49% of the shares (NZ Silveray Group Limited held 24% of the shares, Wei
Li held 20% of the shares and others held remaining 5% of the shares).
AFC Group Holdings Limited Annual Report 2021
Page 30
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
7
NON-CONTROLLING INTEREST (continued)
202020212020
NZ$NZ$NZ$
Summarised statement of financial position
Current assets969,147 362,428 486,775
Current liabilities1,373,931 1,573,829 1,412,769
Current net assets/(liabilities)(404,784)(1,211,401)(925,994)
Non-current assets416,837 1,414,173 1,440,788
Non-current liabilities161,132 15,400 -
Non-current net assets255,705 1,398,773 1,440,788
Net assets(149,079)187,372 514,794
(73,049)91,812 252,249
Summarised statement of comprehensive income
Revenue1,088,376 155,694 132,043
Loss for the year(652,658)(327,422)(480,002)
Other comprehensive income- - -
Total comprehensive loss
(652,658)
(327,422)(480,002)
(319,802)(160,437)(235,201)
Summarised cash flows
Cash flows from operating activities(136,258)(212,581)(252,730)
Cash flows from investing activities(89)1,745 (1,167)
Cash flows from financing activities194,103 188,177 245,484
57,756 (22,659)(8,413)
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.
(262,996)
-
193,781
Net increase/(decrease) in cash
and cash equivalents(69,215)
(977,452)
-
(977,452)
Loss allocated to non-controlling
interest
AFC Longview Limited
2021
NZ$
357,150
1,641,017
(1,283,867)
176,337
(1,126,530)
Net Assets attributed to non-
controlling interest
(552,000)
157,337
484,385
19,000
(478,951)
AFC Biotechnology Manufacture Co
Limited
AFC Group Holdings Limited Annual Report 2021
Page 31
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
7
NON-CONTROLLING INTEREST (continued)
AFC Longview Limited (160,437)(166,985)
AFC Biotechnology Manufacture Co Limited (478,951)(498,501)
(639,388)(665,486)
AFC Longview Limited (235,201)(244,801)
AFC Biotechnology Manufacture Co Limited (319,802)(332,856)
(555,003)(577,657)
20212020
NZ$NZ$
AFC Longview Limited
Opening Balance 1 April 2020/1 April 2019
252,249 487,450
Loss and total comprehensive loss attributed to non-controlling interest
(160,437)(235,201)
91,812 252,249
AFC Biotechnology Manufacture Co Limited
Opening Balance 1 April 2020/1 April 2019
(50,568)269,234
Loss and total comprehensive loss attributed to non-controlling interest
(478,951)(319,802)
(529,519)(50,568)
Total effect of non-controlling interest
(437,707)201,681
8.CASH AND CASH EQUIVALENTS
20212020
NZ$NZ$
Cash at bank and on hand3,375 197,905
Total cash and cash equivalents
3,375 197,905
The effect on the profit and loss attributable to non-controlling interest and to the equity holders of the parent of
AFC Longview Limited and AFC Biotechnology Manufacture Co Limited is summarised as follows:
Total comprehensive loss
for the year
Loss allocated
to non-
controlling
interest
Loss allocated
to the equity
holders of the
parent
31 March 2021
(327,422)
(977,452)
(1,304,874)
31 March 2020
(480,002)
(652,658)
(1,132,660)
The effect on the equity attributable to the owners of AFC Longview Limited and AFC Biotechnology
Manufacture Co Limited is summarised as follows:
The carrying amount of cash and cash equivalents approximates their fair value.
Cash at bank earns interest at floating rates on daily deposit balances. There is no overdraft facility for the
Group.
AFC Group Holdings Limited Annual Report 2021
Page 32
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
9.TRADE, OTHER AND RELATED PARTY RECEIVABLES
20212020
Note
NZ$NZ$
Trade receivables - third parties53,949 173,625
Trade receivables - related parties
19
128,014 283,749
181,963 457,374
Allowance for impairment losses(182)(458)
Total trade and related party receivables
181,781 456,916
Analysis of trade and related party receivables
Current
- 166,605
Past due 0-30
30 94,422
Past due 31-90
137,500 19,129
Past due more than 90
44,433 177,218
181,963 457,374
20212020
NZ$NZ$
Movement in the allowance for impairment losses
Opening Balance 1 April
458 60,462
Reversal of prior year provision
(458)(60,462)
182 458
182 458
Charge for the financial year
Closing Balance 31 March
Trade debtors are non-interest bearing and receipt is normally on 30 days terms. Related party receivables are
non-interest bearing and repayable on demand as disclosed in note 19.
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.
AFC Group Holdings Limited Annual Report 2021
Page 33
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
10.PREPAYMENTS AND OTHER CURRENT ASSETS
20212020
NZ$NZ$
Advances to suppliers
10,340 6,397
Prepayment of expenses
44,268 59,863
Taxation receivable
181 74
GST receivable
22,049 10,229
76,838 76,563
11.INVENTORIES
20212020
NZ$NZ$
Work in progress
131,934 125,501
Finished goods
695,749 921,973
Provision for inventory
(335,809)(162,793)
Total Inventories
491,874 884,681
20212020
NZ$NZ$
Provision for closing stock
(162,793)(76,019)
- 46,427
(173,016)(133,201)
(335,809)(162,793)
Opening provision for inventory
Reversal of opening provision for inventory
Charged to profit and loss
Closing provision for closing stock
Inventory of $335,809 has been expensed and written down to net realisable value/lower of cost (31 March
2020: $162,793).
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 $16,560 (2020: $25,210).
A fair value loss of $234,588 (2020: $204,898) was recorded during the year within cost of sales.
Prepayment of inventory is required to secure the production of specific inventory items produced to the
Group's specification.
AFC Group Holdings Limited Annual Report 2021
Page 34
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
12.
PROPERTY, PLANT AND EQUIPMENT
Land Buildings
Land
Improvements
Plant &
Equipment
Motor
Vehicles
Computer
Equipment
Fixture &
Fittings,
Office
Equipment
Bearer
Plants -
Grape Vines Total
NZ$NZ$NZ$NZ$NZ$NZ$NZ$NZ$NZ$
Year ended 31 March 2020
Cost
Cost as at 1 April 2019
320,000 905,199 50,000 447,775 98,744 30,252 205,591 80,000
2,137,561
Additions - - - 2,697 - 502 980 - 4,179
Disposal- - - (417)- - (4,500)- (4,917)
Impairment - - - - - - - - -
Written off- - - (11,865)- - - - (11,865)
Cost as at 31 March 2020320,000 905,199 50,000 438,190 98,744 30,754 202,071 80,000 2,124,958
Accumulated Depreciation
- (5,578)- (143,167) (56,221) (19,288) (67,763) (16,684)(308,701)
- (2,435)- (45,759) (14,191) (5,671) (19,815) (4,749)(92,620)
Disposal- - - 263 - - 1,908 - 2,171
- - - 3,887 - - - - 3,887
- (8,013)- (184,776) (70,412) (24,959) (85,670) (21,433)(395,263)
Carrying Amount
Cost
320,000 905,199 50,000 438,190 98,744 30,754 202,071 80,000
2,124,958
- (8,013)- (184,776) (70,412) (24,959) (85,670) (21,433)(395,263)
320,000 897,186 50,000 253,414 28,332 5,795 116,401 58,567 1,729,695
Year ended 31 March 2021
Cost
Cost as at 1 April 2020
320,000 905,199 50,000 438,190 98,744 30,754 202,071 80,000
2,124,958
Additions - - - - - - - - -
Disposal- - - - (26,484) (1,999)- - (28,483)
Impairment - - - (116,082)- - (45,251)- (161,333)
Written off- - - - (791)- - - (791)
Cost as at 31 March 2021320,000 905,199 50,000 322,108 71,469 28,755 156,820 80,000 1,934,351
Accumulated Depreciation
- (8,013)- (184,776) (70,412) (24,959) (85,670) (21,433)(395,263)
- (2,805)- (39,618) (6,635) (2,502) (17,746) (4,393)(73,699)
- - - - 21,458 1,208 - -
22,666
- - - - - - - - -
- (10,818)- (224,394) (55,589) (26,253) (103,416) (25,826)(446,296)
Carrying Amount
Cost
320,000 905,199 50,000 322,108 71,469 28,755 156,820 80,000
1,934,351
- (10,818)- (224,394) (55,589) (26,253) (103,416) (25,826)(446,296)
320,000 894,381 50,000 97,714 15,880 2,502 53,404 54,174 1,488,055
Bearer plants consist of grape vines on our vineyards here in New Zealand. As at 31 March 2021, the Group had grape vines planted on 4.22
productive hectares of land (2020: 4.22 hectares).
Accumulated Depreciation
at 1 April 2019
Accumulated
Depreciation at 31 March
2020
Accumulated Depreciation
Carrying Amount 31
March 2020
Depreciation charge for the
year
Accumulated Depreciation
Carrying Amount 31
March 2021
Accumulated Depreciation
at 1 April 2020
Depreciation charge for the
year
Accumulated
Depreciation at 31 March
2021
Written off
Disposal
Written off
AFC Group Holdings Limited Annual Report 2021
Page 35
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
13.RIGHT-OF-USE ASSETS
13.1Right-of-use assets
Year ended 31 March 2020
BuildingsForkliftTotal
At 1 April 2019
- - -
Effect on adoption of NZ IFRS 16
780,742 14,483 795,225
Depreciation
(152,609)(1,609)(154,218)
Increase in rent modification
16,059 16,059
At 31 March 2020
644,192 12,874 657,066
Year ended 31 March 2021
BuildingsForkliftTotal
At 1 April 2020
644,192 12,874 657,066
Depreciation
(161,415)(4,828)(166,243)
Increase in rent modification
3,640 - 3,640
At 31 March 2021
486,417 8,046 494,463
13.2Lease liabilities
Year ended 31 March 2020
BuildingsForkliftTotal
At 1 April 2019
- - -
Effect on adoption of NZ IFRS 16
780,742 14,483 795,225
Lease interest
46,674 624 47,298
Lease payments
(182,239)(1,944)(184,183)
Increase in rent modification
16,059 - 16,059
At 31 March 2020
661,236 13,163 674,399
Lease liabilities
Current lease liabilities
147,598 4,393 151,991
Non-current lease liabilities
513,638 8,770 522,408
Total lease liabilities
661,236 13,163 674,399
Year ended 31 March 2021
BuildingsForkliftTotal
At 1 April 2020
661,236 13,163 674,399
Lease interest
42,306 1,439 43,745
Lease payments
(190,005)(5,832)(195,837)
Increase in rent modification
3,641 3,641
At 31 March 2021
517,178 8,770 525,948
Lease liabilities
Current lease liabilities
159,723 5,045 164,768
Non-current lease liabilities
357,455 3,725 361,180
Total lease liabilities
517,178 8,770 525,948
The group leases two properties in the New Zealand. The periodic rent is fixed over the lease term for both the
property leases.
AFC Group Holdings Limited Annual Report 2021
Page 36
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
13.RIGHT-OF-USE ASSETS (continued)
Short-term leases and leases for low value assets
20212020
NZ$NZ$
Lease of eftpos equipment1,254 1,149
14. BIOLOGICAL ASSETS
Biological assets comprise the grape fruit bunches growing on the grape vines.
20212020
Carrying value of biological assets
NZ$NZ$
- -
Movements in Period
Additions at fair value
16,560 25,210
Transfer of harvested fresh fruit bunches to inventory
(16,560)(25,210)
- -
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:
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.
Balance as at 31 March
Refer to the segment reporting disclosure in Note 23 for details on the vineyard and winery.
Opening Balance
The Company grows grapes to use in the production of wine, as part of normal operations. Vineyards are
located in Whangarei, New Zealand. Grapes are harvested between February and March each year.
During the year ended 31 March 2021, the Group harvested grapes equal to 5,210 litres of wine (2020: 8,110
litres). Of this amount the Company purchased 3,150 litres (2020: 8,566 litres) from independent third party
growers. The grapes harvested are adjusted to fair value at the point of harvest and any adjustment to bring
the cost of sales to fair value is recognised in inventory and cost of sales.
The Group is exposed to financial risks in respect of agricultural activity. The agricultural activity of the
Company consists of the management of vineyards to produce grapes for use in the production of wine. The
primary financial risk associated with this activity occurs due to the length of time between expending cash on
the purchase or planting and maintenance of grape vines and on harvesting grapes, and ultimately receiving
cash from the sale of wine to third parties. The Company's strategy to manage this financial risk is to actively
review and manage its working capital requirements. The quality and quantity of the grape harvest is
dependent on seasonal climatic factors such as rainfall, sunshine and temperature, including frosts.
AFC Group Holdings Limited Annual Report 2021
Page 37
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
15.INTANGIBLE ASSETS
TrademarksTotal
NZ$NZ$
Year ended 31 March 2020
Cost
Cost as at 1 April 2019
1,500
1,500
Additions- -
Cost as at 31 March 20201,500 1,500
Accumulated Amortisation
(342)(342)
(150)(150)
(492)(492)
Carrying Amount
Cost
1,500
1,500
(492)(492)
1,008 1,008
Year ended 31 March 2021
Cost
Cost as at 1 April 2020
1,500
1,500
Additions- -
Cost as at 31 March 20211,500 1,500
Accumulated Amortisation
(492)(492)
(150)(150)
(642)(642)
Carrying Amount
Cost
1,500
1,500
(642)(642)
858 858
Carrying Amount 31 March
2020
The amortisation charge of $150 (2020: $150) is recognised under administration expenses in the Statement
of Comprehensive Income.
Accumulated amortisation at 1
April 2020
Accumulated amortisation
Accumulated amortisation at 1
April 2019
Accumulated amortisation
as at 31 March 2020
Amortisation for the year
Accumulated amortisation
as at 31 March 2021
Amortisation for the year
Accumulated amortisation
Carrying Amount 31 March
2021
AFC Group Holdings Limited Annual Report 2021
Page 38
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
16.TRADE, OTHER AND RELATED PARTY PAYABLES
20212020
NoteNZ$NZ$
Trade creditors
100,165 63,647
Accruals
121,123 115,908
Related party payables
19
639,323 432,926
Other payables
5,970 153,788
866,581 766,269
17.BORROWINGS
20212020
$$
Small business cashflow loan
53,400 -
53,400 -
Non-current
Between one and five years
53,400 -
53,400 -
18.
NET CASH OUTFLOW FROM OPERATING ACTIVITIES
The reconciliation of net profit / (loss) with cash outflow from operations is as follows:
The related party advances with NZ Silveray Group Limited, Hao Long and E Way Holdings Group Limited are
interest bearing advances with interest being charged at 10.08% per annum for outstanding amounts. The
advance with Anhui Asin International Trade Co. Limited is non-interest bearing.
The normal trade credit terms granted to the Group range from 30 to 90 days. The trade creditors are
unsecured and non-interest bearing. The carrying amount disclosed above is a reasonable approximation of
fair value. Refer to note 19 for related parties.
The carrying amount of the borrowings is considered to be a reasonable approximation of the fair value.
Borrowings are initially recognised at fair value plus transaction costs incurred. Borrowings are subsequently
measured at amortised cost. Any difference between the proceeds (plus transaction costs) and the redemption
amount is recognised in the income statement over the period of the borrowings using the effective interest
method. Borrowings are classified as non-current liabilities as the Group has an unconditional right to defer
settlement of the liability 12 months after the balance sheet date.
The Small Business Cash flow (Loan) Scheme (SBCS) has been introduced to support businesses impacted
by Covid-19. The Group have Company has received one-off loans totalling $53,400 on 8 September 2020
with the final repayment date being 8 September 2025. The loan will be subject to an annual interest rate of
3% from the date the loan is made available. Interest will not be charged if the loan is fully repaid within 2
years.
AFC Group Holdings Limited Annual Report 2021
Page 39
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
18.
NET CASH OUTFLOW FROM OPERATING ACTIVITIES (continued)
20212020
NZ$NZ$
Loss before taxation(1,271,851)(1,170,553)
Adjustment for non cash items
Amortisation and impairment of intangible assets15 150 150
Bad debts written off- 115
Depreciation of property, plant and equipment12 73,699 92,620
Depreciation of right-of-use assets13 166,243 154,218
Impairment of property, plant and equipment12 161,333 -
Fair value adjustment on agricultural produce234,588 204,898
(6,928)36,083
Loss/(gain) on disposal of property, plant and equipment4,077 325
Property, plant and equipment written off791 7,978
Provision for closing stock 173,016 86,774
Adjustment for movements in working capital items
Trade and other receivables119,400 (71,387)
Inventories(14,797)31,064
Prepayments and other current assets(275)62,785
Related party receivable155,735 584,232
Trade and other payables(106,085)54,018
Related party payables82,544 (223,159)
Net cash outflow from operating activities(228,360)(149,839)
19.RELATED PARTIES
Related Parties:
Anhui Asin International Trade Co. Ltd
Australasian International Group Limited
Foreign exchange differences
Related party transactions have arisen where a person(s) has control or significant influence over the reporting
entity or where two entities are controlled or jointly controlled by a person(s) that has control or significant
influence over the reporting entity.
Company associated to company's major shareholder, Mr Yang Xia
Anthony Edwin Falkenstein & Ian Donald Malcolm
Bo Xian CaoDirector of company and subsidiary
E Way Holdings Group LimitedCompany associated with director, Mr Bo Xian Cao
Shareholder of company
Company associated to company's major shareholder, Mr Yang Xia
E Way Trading LimitedCompany associated with director, Mr Bo Xian Cao
Federation of New Zealand Shenzhen Societies Inc. Company associated with director, Mr Bo Xian Cao
Fei Yao Shareholder of company
Guangdong Farmside International Trading Co.
Limited
Company associated to company's major shareholder, Mr Yang Xia
Guangdong Sanjiang Industry Development Limited Company associated to company's major shareholder, Mr Yang Xia
AFC Group Holdings Limited Annual Report 2021
Page 40
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
19.RELATED PARTIES (continued)
Related Parties (continued):
Zhongsheng YaoShareholder of company
Zilei WangDirector of company
NZ Silveray Group Limited
Company associated with director, Mr Bo Xian Cao
Shareholder of company
Director of company
Shanshan LuShareholder of company
Oceania Traceability Technology Limited
Zhan Qin Xu Shareholder of company
Super Life NZ LtdCompany associated to company's major shareholder, Mr Yang Xia
Tingsong Zhang
Shareholder of company
Shareholder of company
Wei FangShareholder of company
Wei LiShareholder of subsidiary
Wenming TanShareholder of company
Yang XiaDirector of company and subsidiary
Yinrui ShenShareholder of company
Yong ZhuShareholder of company
NZ Guangdong Business Development Corporation
Limited
Company associated with director, Mr Bo Xian Cao
Company's major shareholder
Prakash Pandey
Qiang Li
Shareholder of company
Shuang XiaDirector of subsidiary, director of NZ Silveray Group Limited
Shuopeng Wang
Snowdon Peak Investments Limited
New Zealand Guangdong General Association of
Commerce Inc
Company associated with director, Mr Bo Xian Cao
New Zealand National Trade LimitedCompany associated with director, Mr Qiang Li
Shareholder of company
Hao Long
Hefei Ge Lun Bu E-commerce Co., LtdCompany associated to company's major shareholder, Mr Yang Xia
Howard & Co Consulting and Advisory Services
Limited
Company associated with director, Mr Hao Long
New Zealand Fantasy Angel Biotechnology Limited
May Sun Trading Limited
Director of company and subsidiary, senior employee of AFC,
shareholder of company
Shareholder of company
Company associated to company's major shareholder, Mr Yang Xia
Company associated with director, Mr Bo Xian Cao
Lin FangShareholder of company
Company associated with shareholder of company, Lin Fang
Mingbao Zhang
New Zealand Asia-Pacific Cultural Exchange Centre
Limited
Tongqu Trading Group Limited
Huai Ji ZhouShareholder of company
KWXS Trading LimitedCompany associated with director of subsidiary, Shuang Xia
Lei Chen
Guangdong Silver Fern Network Technology Co.
Limited
Company associated to company's major shareholder, Mr Yang Xia
Guangdong Yinrui Investment & Management
Company
Company associated to company's major shareholder, Mr Yang Xia
Company associated with director, Mr Zilei Wang
AFC Group Holdings Limited Annual Report 2021
Page 41
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
19.RELATED PARTIES (continued)
Related party balances
The following balances were held with related parties at year end.
31 March31 March
20212020
$$
Related Party Receivables
125,914 283,749
Sale of products 2,100 -
128,014 283,749
31 March31 March
20212020
$$
Related Party Payables
Anhui Asin International Trade Co. Ltd
49,790
-
Anhui Asin International Trade Co. Ltd
33,362 -
Australasian International Group Limited
99,429 145,159
E Way Holdings Group LimitedManagement Fees4,025
E Way Holdings Group Limited
25,112 -
26,313 -
Hao Long25,381 -
6,038 -
NZ Silveray Group Limited38,372 -
NZ Silveray Group Limited326,806 286,808
Tongqu Trading Group Limited4,696 959
639,323 432,926
Nature of Transactions
The related parties receivables are non interest bearing, unsecured and repayable on demand. There is no collateral
or guarantees for related parties receivables. Sales made to related parties in China are made on extended terms
with payment due 3 months from the date the goods are received by the related party.
Advance
Advance
Advance
Hefei Ge Lun Bu E-commerce Co., Ltd
Nature of Transactions
Guangdong Farmside International Trading Co.
Limited
Sale of products
New Zealand National Trade LimitedDirector fee
Management fees
Purchases of goods
Guangdong Farmside International Trading Co.
Limited
Purchaseofgoodsand
services
Purchases of goods
The related parties payables are unsecured and repayable on demand. There is no collateral or guarantees for
related parties payables. Related parties payables for purchases of goods, directors fees and management fees are
non -interest bearing.
The related party advances with NZ Silveray Group Limited, Hao Long and E Way Holdings Group Limited are
interest bearing advances with interest being charged at 10.08% per annum for outstanding amounts. The advance
with Anhui Asin International Trade Co. Limited is non-interest bearing.
Australasian International Group Limited and NZ Silveray Goup Limited have agreed that they will not be calling
upon the group for the repayment of the above payables balances as at 31 March 2021 for a period of at least 12
months from the date of signing the 31 March 2021 financial statements, or to such a point in time as the group has
the liquidity to settle these liabilities.
Advances
Director fee
AFC Group Holdings Limited Annual Report 2021
Page 42
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
19.RELATED PARTIES (continued)
Year ended Year ended
31 March
2021
31 March
2020
Related party transactions
$$
Sales of products or services provided to the following:
Australasian International Group Limited (sales of products)
- 653
E Way Holdings Group Limited
2,940 5,243
E Way Trading Limited
- 18,900
Federation of New Zealand Shenzhen Societies Inc.
122 -
Guangdong Farmside International Trading Co., Ltd (sales of products)
234,836 283,749
Hefei Ge Lun Bu E-commerce Co., Ltd
2,100 -
- 87
New Zealand Fantasy Angel Biotechnology Limited
142 10,058
New Zealand Guangdong General Association of Commerce Inc.
783 -
240,922 318,690
Expenses repaid/recharged on behalf of the Group:
Anhui Asin International Trade Co. Ltd49,285 -
Guangdong Farmside International Trading Co. Limited
29,458 1,779
Guangdong Yinrui Investment & Management Company Limited
- 25,124
Other related parties
- 6,509
78,743 33,412
57,474 -
- 304,344
7,105 13,070
- 954
30,000 30,000
- 2,043
10,500 -
36,400 32,000
Tongqu Trading Group Limited7,000 -
148,479 382,411
Interest received or debited on related party balances:
- 87
- 87
Interest paid or credited on related party balances:
E Way Holdings Group Limited
112 -
Hao Long
381 -
NZ Silveray Group Limited - on advances
24,982 1,825
25,475 1,825
Other transactions:
- 1,000
-
1,000
Howard & Co Consulting and Advisory Services Limited
Howard & Co Consulting and Advisory Services Limited (Note 3)
E Way Holdings Group Limited
Anhui Asin International Trade Co. Ltd
New Zealand National Trade Limited
NZ Silveray Group Limited
Guangdong Farmside International Trading Co. Limited
New Zealand Guangdong General Association of Commerce Inc. - donation for
annual event
New Zealand Asia-Pacific Cultural Exchange Centre Limited
Guangdong Farmside International Trading Co. Limited (purchase of goods)
Australasian International Group Limited (purchase of goods)
Purchases from the following for services or products provided:
AFC Group Holdings Limited Annual Report 2021
Page 43
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
19.RELATED PARTIES (continued)
Key Management Personnel
MarchMarch
20212020
$$
Salaries and other short-term benefits
230,891 202,317
Directors' fees
35,052 58,070
265,943
260,387
20.COMMITMENTS
The Group has no capital commitments as at 31 March 2021 (2020: $nil).
21.FINANCIAL INSTRUMENTS
Financial
assets at
amortised
cost
Financial
liabilities at
amortised
cost
Total
NZ$NZ$NZ$
Financial Assets:
Cash and cash equivalents3,375 - 3,375
Trade and related party receivables181,781 - 181,781
Total financial assets185,156 - 185,156
Financial liabilities:
Trade and other payables
-
856,838 856,838
Borrowings
-
53,400 53,400
Lease liabilities
-
525,948 525,948
Total financial liabilities- 1,436,186 1,436,186
Financial Assets:
Cash and cash equivalents197,905 - 197,905
Trade and related party receivables456,916 - 456,916
Total financial assets654,821 - 654,821
Financial liabilities:
Trade and other payables- 750,505 750,505
Lease liabilities- 674,399 674,399
Total financial liabilities- 1,424,904 1,424,904
31 March 2020
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 2021
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:
AFC Group Holdings Limited Annual Report 2021
Page 44
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
21.FINANCIAL INSTRUMENTS (continued)
Capital management
Credit risk
Credit risk concentration profile
Exposure to credit risk
The exposure of credit risk for trade and other receivables by geographical region is as follows:
20212020
NZ$NZ$
China
128,014 283,956
53,767 172,960
Total trade and related party receivables181,781 456,916
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 $1,291,315 (2020: $2,563,166). The related party advances of $410,661 (2020:
$286,808) included in the Group's capital structure are disclosed in note 19. As there is no collateral over the
related party advances, the maximum exposure is represented by the carrying amount of the payables as at
the end of the reporting period.
The Group is not subject to any externally imposed capital requirements.
The Board reviews the Group's capital structure regularly. The capital of the Group is monitored to ensure
equity holder objectives are met, the primary of which is to ensure the Group provides a consistent return to its
equity shareholders through a combinations of capital growth and distributions. The Group manages its capital
to ensure the entities in the Group will be able to continue as going concerns.
As the Group does not hold any collateral, the maximum exposure to credit risk is represented by the carrying
amount of the financial assets as at the end of the reporting period.
The Group's major concentrations of credit risk relate to the amounts owing by one (1) related party customer
which constituted approximately 69% of its total trade receivables as at the end of the reporting period. (2020:
62% of the total trade receivables and related party receivables related to one of the Groups' related party
customers).
New Zealand
The values in the statement of financial position are also the maximum credit risk exposure.
The specific financial risks that the Group is exposed to are discussed below.
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.
Financial instruments which potentially are subject to credit risk principally relate to bank accounts, loans
receivable, trade receivables and other receivables. The Group's exposure to credit risk arises from potential
default of the counterparty. The bank accounts are placed with high credit quality financial institutions. The
Company performs credit evaluations on all customers requiring advances. The Company generally requires
collateral or other security to support loans advanced. The board and management on a regular basis assess
all receivables.
AFC Group Holdings Limited Annual Report 2021
Page 45
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
21.FINANCIAL INSTRUMENTS (continued)
Credit risk (continued)
Ageing analysis
The ageing analysis of the Group’s trade and related party receivables as at reporting date is as follows:
20212020
NZ$NZ$
Not past due
- 166,147
Past due 0-30
30 94,422
Past due 31-90
137,318 19,129
Past due more than 90
44,433 177,218
Total trade and related party receivables
181,781 456,916
20212020
NZ$NZ$
Impairment losses on trade, other and related party receivables182 458
182 458
Expected credit loss assessment as at 1 April 2020 and 31 March 2021
Interest rate risk
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 believe that no further impairment allowance is necessary in respect of trade and related party
receivables. They are substantial companies with good track records. 70% (2020: 98%) of the receivables that
are past due relate to amounts owing by two (2) related party. A significant portion of trade receivables that are
neither past due nor impaired are regular customers that have been transacting with the Group.
Interest rate risk is where the risk of loss to the Group from adverse changes in interest rates. The Group
exposure to interest rate changes that can affect the performance of the operation relates primarily to changes
in fixed rates at the time term loans are renegotiated.
The Group exposure to interest rate risk is minimal as the interest
‑bearing financial instruments carry fixed
interest rates and are measured at amortised cost. As such, sensitivity analysis is not disclosed.
The Group has recognised impairment losses on trade, other and related party receivables of $182 (2020:
$458) 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 2019 and 2020 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.
AFC Group Holdings Limited Annual Report 2021
Page 46
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
21.FINANCIAL INSTRUMENTS (continued)
Liquidity risk (continued)
0 to 6
months
7 to 12
months
1 to 2
years
Over 2
years
Total
NZ $NZ $NZ $NZ $NZ $
211,490 974 - 5,051 217,514
Related party payables
639,323 - - - 639,323
Borrowings
- 53,400 - - 53,400
Lease liabilities
80,796 83,971 175,498 185,683 525,948
931,609 138,345 175,498 190,734 1,436,186
328,274 - - 5,069 333,343
Related party payables
325,093 - 107,833 - 432,926
Lease liabilities
74,468 77,524 164,215 358,192 674,399
727,835 77,524 272,048 363,261 1,440,668
Interest rate risk profile
At the reporting date the interest rate profile of interest-bearing financial instruments was:
20212020
NZ$NZ$
Fixed interest instruments
Financial assets
- 197,905
Financial Liabilities
(956,647)(956,224)
Total
(956,647)(758,319)
Fair value of financial assets and liabilities
The Group considers expected cash flows from financial assets in assessing and managing liquidity risk, in
particular its cash resources, trade receivables and the provision of funding from related parties and bank loan
facilities.
The following table sets out the maturity profile of the financial liabilities as at the end of the reporting period
based on contractual undiscounted cash flows (including interest payment computed using contractual rates
or, if floating, based on the rate at the end of the reporting period):
Trade creditors and other
payables
The Financial assets and liabilities are fixed for various terms.
2021
Financial 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.
2020
Financial Liabilities
Trade creditors and other
payables
AFC Group Holdings Limited Annual Report 2021
Page 47
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
22. INVESTMENT IN SUBSIDIARIES
Name of subsidiaryPrincipal activity
20212020
Vineyard and winery51%51%
Commodity trading100%100%
National Dairy Group Limited100%100%
51%51%
100%100%
100%100%
All the subsidiaries are incorporated in New Zealand and have 31 March balance dates.
23. SEGMENT REPORTING
International marketing and distribution
The operations of this segment were reclassified to Corporate in the 2020 year.
Vineyard and winery
Manufacturing
AFC Biotechnology Manufacture Co Limited which manufactures cosmetic face masks.
AFC GoGobal Ecommerce Limited Non-Trading
AFC Education Investment Limited Non-Trading
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.
Refer to note 7 for further details of non-controlling interests in AFC Longview Limited and AFC Biotechnology
Manufacture Co Limited.
AFC Longview Limited, a vineyard and winery based in Whangarei which produces and sells a number of
varietals and blends of wine.
Ownership interest and voting
rights
AFC Longview Limited
AFC International Trading Group Limited
Source and distribute
goods to China
AFC Biotechnology Manufacture Co Limited Manufacturing
AFC Group Holdings Limited Annual Report 2021
Page 48
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
23. SEGMENT REPORTING (continued)
Corporate
Year ended 31 March 2021
Vineyard
and winery Corporate Manufacturing
Eliminations
and
adjustments
Year ended 31
March 2021
NZ$NZ$NZ$NZ$NZ$
Operating Income
Operating Revenue
155,694 6,924 484,385 (93)646,910
Other Revenue
110,771 652,013 100,036
(555,676)307,144
Interest Income
208,521 9
(208,522)8
Total Revenue266,465 867,458 584,430 (764,291)954,062
Cost of sales295,044 5,785 628,480 (35,051)894,258
Operating Expenses
Interest111,415
62,390 104,054
(208,522)69,337
- 150 - - 150
20,799 19,569 33,331 73,699
166,629 745,950 796,017 (520,127)1,188,469
298,843 828,059 933,402 (728,649)1,331,655
(327,422)33,614 (977,452)(591)(1,271,851)
Assets
Segment assets1,776,601 6,385,665 533,487 (5,958,509)2,737,244
Capital Expenditure- - - - -
Segment Liabilities1,589,229 1,421,192 1,660,017 (3,224,509)1,445,929
The Group's taxation has not been allocated to segments and is included centrally. Financing has been
allocated to segments.
Segment profit/
(loss) before tax
Amortisation and
Impairment losses
Sales between the segments of the Group are made on in a similar manner to transactions with third parties.
No operating segments have been aggregated to form the above reportable operating segments.
Total operating
expenses
Other expenses
Depreciation
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 2021 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 2021 year.
AFC Group Holdings Limited Annual Report 2021
Page 49
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
23. SEGMENT REPORTING (continued)
Year ended 31 March 2020
Vineyard
and winery Corporate Manufacturing
Eliminations
and
adjustments
Year ended 31
March 2020
NZ$NZ$NZ$NZ$NZ$
Operating Income
Operating Revenue
132,043 11,353 1,088,376
3,159 1,234,931
Other Revenue
16,820 143,665 3,966
(73,721)90,730
Interest Income4
157,264 98
(157,171)195
Total Revenue148,867 312,282 1,092,440 (227,733)1,325,856
Cost of sales280,855 13,637 800,275 (29,754)1,065,013
Operating Expenses
Interest85,486
40,830 79,978
(157,171)49,123
- 150 - - 150
27,292 25,450 39,878 - 92,620
235,236 269,762 824,967 (40,462)1,289,503
348,014 336,192 944,823 (197,633)1,431,396
(480,002) (37,547)(652,658)(346)(1,170,553)
Assets
Segment assets1,927,563 6,243,697 1,385,984 (5,553,410)4,003,834
Capital Expenditure2,697 502 980 - 4,179
Segment Liabilities1,412,769 1,312,837 1,535,063 (2,820,001)1,440,668
20212020
NZ$NZ$
(1,271,851)(1,170,553)
- -
(1,271,851)(1,170,553)
2,737,244 4,003,834
- -
2,737,244 4,003,834
1,445,929 1,440,668
- -
1,445,929 1,440,668
Depreciation
Other expenses
The eliminations and adjustments of segment profit, assets and liabilities relate to intercompany transactions
and balances which are eliminated on consolidation.
Taxation benefit for the year
Profit / (loss) after taxation
Amortisation and
Impairment losses
Total assets for operating segments
Add: deferred tax asset
Position
Profit / (loss) before tax for operating segments
Total liabilities for operating segments
Total operating expenses
Segment profit/ (loss) before
tax
Adjustments
Position
AFC Group Holdings Limited Annual Report 2021
Page 50
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
23. SEGMENT REPORTING (continued)
Geographical segments
Vineyard
and winery Corporate Manufacturing
Eliminations
and
adjustments Total
NZ$NZ$NZ$NZ$NZ$
China
25,007 226 213,485 - 238,718
New Zealand
130,669 6,698 270,825 - 408,192
Operating Revenue
155,676 6,924 484,310 - 646,910
China
90,144 898 200,098 - 291,140
New Zealand
41,246 10,408 892,137 - 943,791
Operating Revenue
131,390 11,306 1,092,235 - 1,234,931
All operations, assets, and liabilities were domiciled within New Zealand.
24. NET TANGIBLE ASSETS PER SHARE
20212020
NZ$NZ$
Total assets2,737,244 4,003,834
Less right-of-use assets494,463 657,066
Less intangible assets858 1,008
Tangible assets2,241,923 3,345,760
Less total liabilities1,445,929 1,440,668
Add lease liabilities525,948 674,399
Net tangible assets1,321,942 2,579,491
Number of ordinary shares on issue3,664,253,194 3,664,253,194
Net tangible assets / liabilities per share in NZ$0.0004 0.0007
31 March 2020
The net tangible assets and number of shares used in the calculation are as follows:
Revenue from external customers is attributed to geographical segments on the basis of the country the
customer is trading in. Revenues from six related party customers of the Group's international marketing,
vineyard and manufacturing segments represented 37% (2020: 26%) of the Group's total operating revenue.
31 March 2021
AFC Group Holdings Limited Annual Report 2021
Page 51
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2021
25.CONTINGENT LIABILITIES
The Group has no contingent liabilities at 31 March 2021 (2020: Nil).
26.EVENTS AFTER THE REPORTING PERIOD
The spread of COVID-19 has severely impacted many local economies around the globe. In many countries,
businesses are being forced to cease or limit operations for long or indefinite periods of time. Measures taken
to contain the spread of the virus, including travel bans, quarantines, social distancing, and closures of non-
essential services have triggered significant disruptions to businesses worldwide, resulting in an economic
slowdown.
At the date of this report, the Board of Directors of AFC Group Holdings Limited provided the following update
on the operations of AFC Group Holdings Limited and its subsidiaries ("AFC Group") in relation to the
Coronavirus ("COVID-19") global pandemic.
In regards to the duration and impact of the COVID-19 pandemic, as well as the effectiveness of government
and reserve bank responses, it is still not possible to reliably estimate the duration and severity of these
consequences, as well as their impact on the financial position and results of the Company for future periods.
The company has not adopted the fair value accounting policy to remeasure property, plant and equipment for
the year ended 31 March 2021. However, the company is still looking into the adoption of fair value policy in
the 2022 fiscal year.
The company is actively looking for new customers and markets to increase revenue and profit. Lastly, the
Board of Directors are assessing the Group's position on an ongoing basis and will continue to keep the
market informed of any changes to the operation that may have a material impact on the current business
strategy.
AFC Group Holdings Limited Annual Report 2021
Page 52
AFC Group Holdings Limited
Independent auditor’s report to the Shareholders
Report on the Audit of the Consolidated Financial
Statements
Opinion
We have audited the consolidated financial statements of AFC Group Holdings Limited
and its subsidiaries (the Group), which comprise the consolidated statement of financial
position as at 31 March 2021, and the consolidated statement of comprehensive income,
consolidated statement of changes in equity and consolidated statement of cash flows for
the year then ended, and notes to the consolidated financial statements, including a
summary of significant accounting policies.
In our opinion the accompanying consolidated financial statements give a true and fair
view of the consolidated financial position of the Group as at 31 March 2021, and of its
consolidated financial performance and its consolidated cash flows for the year then
ended in accordance with New Zealand equivalents to International Financial Reporting
Standards (NZ IFRS).
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (New
Zealand) (ISAs (NZ)). Our responsibilities under those standards are further described in
the Auditor’s Responsibilities for the Audit of the Financial Statements section of our
report. We are independent of the Company in accordance with Professional and Ethical
Standard 1 International Code of Ethics for Assurance Practitioners (including International
Independence Standards) (New Zealand) issued by the New Zealand Auditing and
Assurance Standards Board and the International Ethics Standards Board for
Accountants’ International Code of Ethics for Professional Accountants (including
International Independence Standards) (IESBA Code), and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the IESBA Code. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interests in, AFC
Group Holdings Limited or any of its subsidiaries.
Material Uncertainty Related to Going Concern
We draw attention to Note 1.6 in the financial statements, which indicates that the
Company incurred a net loss of $1,271,851 during the year ended 31 March 2021. As of
that date, the Group’s current liabilities exceed its current assets by $277,481 and the
Group had positive net equity of $1,291,315. As stated in Note 1.6 these events or
conditions indicate that a material uncertainty exists that may cast significant doubt on the
Group’s ability to continue as a going concern. Our opinion is not modified in respect of
this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the consolidated financial statements of the current period. These matters were addressed in the
context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
INVENTORY OBSOLESENCE
Area of focus - Refer also to Note 11 How our audit addressed it
The Group holds material levels of
inventory that represents 18% of
Total Assets. The valuation or
inventory requires significant audit
attention.
Our audit procedures included:
— Understanding the system of processing inventory transactions
— Attended physical inventory counts on or around the Reporting
Date
— Complete detailed substantive testing of the costing of inventory
— Tested that inventory at the reporting date is stated at the lower
of Cost or Net Realisable Value by testing a selection of
inventory items to the most recent sales price less costs to sell
— Assessing the appropriateness of the Group’s provision for
inventory based on sales history and the Group’s forecasts and
considering the level of sales in the period between the
reporting date and the time of approving the financial
statements
— Obtained an Independent Experts valuation report on the
market value of the wine and considered their assumptions and
conclusions
— Ensure appropriate disclosure has been included in the
financial statements
IMPAIRMENT OF PROPERTY, PLANT & EQUIPMENT
Area of focus - Refer also to Note 12 How our audit addressed it
The Group has significant value in
Property, Plant & Equipment and
there are operating losses at
Segmental level
Our audit procedures included:
— Physical inspection of all tangible property
— Critically assessing the Group’s impairment analysis and
operating forecast covering an extended period on the
Manufacturing segment
— Performing stress-test analysis on the Group’s forecasts on the
Manufacturing segment
— Reviewing trading activity subsequent to the Reporting Date for
both trading segments
— Reviewed third party expert valuation of Land and Buildings for
the Vineyard
— Ensure appropriate disclosure has been included in the
financial statements
Information Other than the Consolidated Financial Statements and Auditor’s Report
Thereon
The directors are responsible for the Annual Report which includes information other than the consolidation
financial statements and audit report. Our opinion on the consolidated financial statements does not cover
the other information and we do not express any form of audit opinion or assurance conclusion thereon. In
connection with our audit of the consolidated financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report in this
regard.
Directors’ Responsibilities
The directors are responsible on behalf of the entity for the preparation of consolidated financial statements
that give a true and fair view in accordance with New Zealand equivalents to International Financial
Reporting Standards, and for such internal control as the directors determine is necessary to enable the
preparation of consolidated financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the consolidated financial statements, the directors are responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs (NZ) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.
A further description of our responsibilities for the audit of these financial statements is located at the
External Reporting Board (XRB) website at:
https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/
This description forms part of our independent auditor’s report. The engagement director on the audit
resulting in this independent auditor’s report is Darren Wright.
Restriction on Distribution and Use
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken
so that we might state to the Company’s shareholders those matters which we are required to state to them
in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company and the Company’s shareholders, as a body, for
our audit work, for this report or for the opinions we have formed.
William Buck Audit (NZ) Limited
Auckland
28 June 2021
AFC GROUP HOLDINGS LIMITED
SHAREHOLDER AND STATUTORY INFORMATION
RankHolding%
1
NZ SILVERAY GROUP LIMITED
1,508,808,517
41.18%
2
WEI FANG
451,043,376
12.31%
3
E WAY HOLDINGS GROUP LIMITED
198,750,000
5.42%
4
LEI CHEN
180,000,000
4.91%
5
YINRUI SHEN
180,000,000
4.91%
6
YONG ZHU
122,578,309
3.35%
7
SHANSHAN LU
120,000,000
3.27%
8
SHUOPENG WANG
100,000,000
2.73%
9
ZHONGSHENG YAO
100,000,000
2.73%
10
LIN FANG
98,750,000
2.69%
11
FEI YAO
80,000,000
2.18%
12
MINGBAO ZHANG
80,000,000
2.18%
13
TINGSONG ZHANG
47,505,000
1.30%
14
ZHAN QIN XU
30,000,000
0.82%
15
WENMING TAN
28,609,957
0.78%
16
PRAKASH PANDEY
28,513,333
0.78%
17
ANTHONY EDWIN FALKENSTEIN & IAN DONALD MALCOLM
22,347,222
0.61%
18
HAO LONG
20,000,000
0.55%
19
HUAI JI ZHOU
20,000,000
0.55%
20
WEIHUA LI
19,334,790
0.53%
Number of
shareholders
%
Number of
Shares
%
466.64%58,9180.00%
9714.00%332,9610.01%
10515.15%767,0450.02%
23634.05%5,559,8460.15%
426.06%2,833,9290.08%
679.67%12,478,3750.34%
10014.43% 3,642,222,12099.40%
693100.00% 3,664,253,194100.00%
67997.98% 3,661,046,50199.91%
Other142.02%3,206,6930.09%
693100.00% 3,664,253,194100.00%
5,000 - 9,999
10,000 - 49,999
New Zealand
Geographic Spread
500,000 – plus
100,000 – 499,999
50,000 - 99,999
The company is listed on the Alternative Market of the New Zealand Exchange (NZX).
Largest Shareholders (As at 07 May 2021)
Shareholder
2,000 - 4,999
1 - 1,999
Size of Holding
Spread of Shareholders (as at 07 May 2021)
AFC Group Holdings Limited Annual Report 2021
Page 56
AFC GROUP HOLDINGS LIMITED
SHAREHOLDER AND STATUTORY INFORMATION (continued)
Ordinary
Shares
Beneficially
Held
Ordinary
Shares
Beneficially
Held
% Held% Held
2021202020212020
1,508,808,517 1,508,808,51741.1841.18
451,043,376 451,043,37612.3112.31
198,750,000 198,750,0005.425.42
Lei Chen
180,000,000 180,000,0004.914.91
Yinrui Shen
180,000,000 180,000,0004.914.91
2,518,601,893 2,518,601,89368.7368.73
AppointedResigned
06-Jun-16
-
13-Apr-15
-
17-Oct-1622-Mar-21
29-Mar-21
-
Independent directors
Qiang Li01-Apr-18
-
Zilei Wang16-May-18
-
198,750,000
Yang Xia-1,508,808,517
Bo Xian Cao-
Statement of Directors’ Security Holdings (as at 31 March 2021)
Shares
Jingwei Ma
Shares
Beneficially Owned
Held Solely
Beneficially Owned
Held by Associated
Persons
During the year the board of directors comprised:
Non-executive directors
Hao Long (Resigned)
Yang Xia (Chairman)
The total number of voting securities of the company on issue at 07 May 2021 was 3,664,253,194 paid ordinary
shares.
Directors
Bo Xian Cao
Executive directors
Wei Fang
This information reflects the company’s records and disclosures made under section 280(1)(b) of the Financial
Markets Conduct Act 2013.
E Way Holdings Group Limited
Substantial Product Holders (as at 07 May 2021)
NZ Silveray Group Limited
AFC Group Holdings Limited Annual Report 2021
Page 57
AFC GROUP HOLDINGS LIMITED
SHAREHOLDER AND STATUTORY INFORMATION (continued)
The following are directorships held by the AFC Group Holdings Limited Directors as at 31 March 2021:
Director's fees
Other
Remuneration
$14,000Nil
$3,552Nil
Nil$76,192
Qiang Li$10,500Nil
$7,000Nil
Yang Xia
AFC Group Holdings Limited
Anhui Sanhe Concrete Company
Anhui Asin International Trade Co. Ltd
Guangdong Farmside International Trading Co Limited
Guangzhou Ruifeng Fertilizer Company
Guangdong Sanjiang Industrial Development Company
Guangdong SYYR Investment & Management Company
Guangdong Yinrui Investment & Management Company
Hefei Ge Lun Bu E-commerce Co., Ltd
National Dairy Group Ltd
NZ Silveray Group Limited
Sanhe Building Materials Technology Company Ltd
Zhonghui Yuanlin Construction Limited
Jingwei Ma
AFC Group Holdings Limited
Bo Xian Cao
AFC Biotechnology Manufacture Co Limited
AFC International Trading Group Limited
AFC Group Holdings Limited
E Way Holdings Group Limited
NZ Guangdong Business Development Corporation Limited
Oceania Traceability Technology Limited
Zilei Wang
Hao Long also received a salary of $76,192.01 during the year. The Directors of AFC Group Holdings Limited
did not receive any other benefits from AFC Group Holdings Limited in the 12 months to 31 March 2021.
Directors’ Remuneration and Other Benefits
The following is the remuneration paid to the Directors of AFC Group Holdings Limited for the twelve months to
31 March 2021:
Yang Xia (Chairman)
Bo Xian Cao
Hao Long (Resigned)
There were no other securities transactions disclosed to the Board and entered into the Interests Register for
the year to 31 March 2021.
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.
Statement of Directors’ Security Holdings (as at 31 March 2021) (continued)
AFC Group Holdings Limited Annual Report 2021
Page 58
AFC GROUP HOLDINGS LIMITED
SHAREHOLDER AND STATUTORY INFORMATION (continued)
Yanling Hu (Deputy General Manager) received a salary of $100,000 during the year.
Employees Remuneration (Excluding Directors)
There were one employees who received remuneration in excess of $100,000 during the year.
Directors' Indemnity and Insurance
TheCompanyhasnotarrangedpoliciesofDirectors'Liabilityinsurancetoensurethatgenerally,directorswill
incur no monetary loss as a result of action taken against them as directors.
Directors’ Remuneration and Other Benefits (Continued)
AFC Group Holdings Limited Annual Report 2021
Page 59
AFC GROUP HOLDINGS LIMITED
CORPORATE INFORMATION
SOLICITORSAFC GROUP HOLDINGS LIMITED
Buddle Findlay New Zealand LawyersSecurity code: AFC
P O Box 1433Listed on NZX Market
Auckland 1140NZ Company number: 1799581
SHARE REGISTRAR HEAD OFFICE / REGISTERED OFFICE
Computershare Investor Services Limited AFC Group Holdings Limited
Level 2, 159 Hurstmere Road245 Ti Rakau Drive
Private Bag 92-119Burswood
Auckland 1142Auckland 2013
ACCOUNTANTS
RSM New Zealand (Auckland)TELEPHONE
PO Box 20427664-9-930-0245
Level 2, Building 5
62 Highbrook Drive, HighbrookWEBSITE
Auckland 2013
www.afcnz.com
AUDITORS
William Buck Audit (NZ) Limited
P O Box 106 090
Level 4, 21 Queen Street
Auckland 1010
BANKERS
ANZ Bank New Zealand Limited
AFC Group Holdings Limited Annual Report 2021
Page 60
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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