AFC Group Holdings Limited 2025 Annual Report

AFC Group Holdings Limited Annual Report 20 |21AFC Group Holdings Limited Annual Report 20 |21
ANNUAL REPORT
2025

AFC GROUP HOLDINGS LIMITED
ANNUAL REPORT 2024
FOR THE YEAR ENDED 31 MARCH 2024

AFC GROUP HOLDINGS LIMITED
ANNUAL REPORT CONTENTS
FOR THE YEAR ENDED 31 MARCH 2025
Page
Directors' Profiles
2
Directors' Report
3 - 4
Corporate Governance Statement5 - 15
AFC Longview Limited16
AFC International Trading Group Limited 17
National Dairy Group Limited 18
AFC Biotechnology Manufacture Co Limited 19
AFC GoGlobal Ecommerce Limited 20
AFC Education Investment Limited 20
Financial Statements 21
Consolidated Statement of Comprehensive Income 22
Consolidated Statement of Changes in Equity 23
Consolidated Statement of Financial Position 24
Consolidated Statement of Cash Flows25
Notes to the Consolidated Financial Statements
26 - 61
Independent Auditor's Report62 - 64
Shareholder and Statutory Information65 - 67
Corporate Information68
AFC Group Holdings Limited Annual Report 2025

AFC GROUP HOLDINGS LIMITED
ZILEI WANG
JINGWEI MA
SHUANG XIA JIANFENG CHEN
While mostofhis investments areinChina,Mr
Xiahasexpanded his investment activities into
Thailand, AustraliaandNew Zealand.Hefound
theNZSilveray Group Limitedin2014.MrXiais
nowtheChairoftheBoardofDirectorofAFC
Group.
MsJingweiMagraduated from Japan Aichi
Universityin2010,majorinInternational
Relations. Sheisa visionary entrepreneur who
owns a businessintheeducation sectorand
operates two female fitness clubsinXi'an China.
Bothof herbusinesses have achieved remarkable
results.
Buildingon hersuccess,Ms Manowservesas an
IndependentDirectorofAFC. Sheis also a valued
memberoftheAuditandRisk Committee,
contributingto thecompany's governanceandrisk
management.
MrJianfeng (David) Chen boasts over25yearsof
robustcommercialandinternationaltrade
experienceinAustralia, New Zealand,andChina.
Throughout his career, Davidhasheld various
executive positionsatdifferent multinational
corporations, which havehonedhis expertisein
strategic trade practices and market expansion.
With his in-depth knowledgeandexperience,
David joinedtheBoardofAFCandsuccessfully
drovethemarket presenceoftheGroup's key
products,includingLongviewEstateWhite
Diamond WinesandDDMask. David's expertise
will continue to drive the growth of the Group.
DIRECTORS' PROFILES
YANG XIA BO XIAN CAO
MrXia Shuang was appointedasdirectorofAFC
Group Holdings Limitedon 16September2022.
Hestudied CommerceintheUKandNew
Zealand for years. After graduating from university
in2016, he has been engagedinthewine,
cosmetics,andinvestment industries.Hehas
participatedin mergersandacquisitionsandIPOs
oflisted companiesinChinaandNew Zealand
and hassome experienceinventure capital
management.
MrXia Shuanghas beentheCEOofAFC
Biotechnology Manufacturing Companyunderthe
AFC Group Holdings Limited since June 2019.
MrBoXian Caoisa New Zealand Citizen.He
movedtoNew Zealand from Chinain1994 and
hasover22yearsofbusiness experiencein China
andNew Zealand.Hehasheld various executive
positionsinexport-related sectors, specifically
primary industries (including Hydroponics)andthe
Skin Care industries.MrCaohasdeveloped skills
intrading between New ZealandandAsian
countries, specialising in Hong Kong and China.
MrYang Xiais a Chinese National with morethan
30yearsofexperienceincommerceandfinance.
Priortostarting his own business,heheld
managementandleadership rolesintheChinese
Government’sfinance departmentandinmajor
nationally-owned Chinese companies.Heisa
former director generaloftheAnhui Chaohu
ForeignTradeandEconomicRelations
Commission.Hecurrently holds directorshipsin
various Chinese companies spanning a rangeof
industries.
MrZileiWanggraduatedfromShanghai
InternationalStudiesUniversity,wherehe
obtained a Master's DegreeofArtsinEnglish
Language andLiterature.Heis a memberofThe
Chinese InstituteofCertified Public Accountants
(CICPA)andhasbusinessexperiencein
corporate finance, cross-border mergersand
acquisitions, corporate governanceandfinancial
managementinNew Zealand.Hesitsonthe
Boardofseveral private companiesinNew
Zealand.
MrWang joined AFCin2018 andisan
IndependentDirectorofAFC Group Holdings
Limitedanda memberoftheAuditandRisk
Committee.
Mr Cao joined AFC in 2016, and he is currently the
directorofAFC Group Holdings Limitedand
Chairman of the Audit and Risk Committee.
AFC Group Holdings Limited Annual Report 2025
Page 2

AFC GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
In financial year 2025, AFC Group Holdings Limited ("AFC" or "the Company”) failed
to sustain the positive momentum achieved in the prior fiscal period. The performance
shortfall primarily stemmed from a significant downturn in overseas wines sales due
to weakening demand from overseas, as well as slower than expected progress in
new business development. These operational challenges, coupled with an
unfavourable international trading environment and macroeconomic conditions,
impacted the Company’s financial performance during the period.
Summary of Financial Results
The Company reported revenues totalling $741,088 in the financial year 2025, a
decrease of 44% from last financial year. Driven by the substantial revenue reduction,
combined with the difficulty in adjusting fixed operating costs proportionately, the
Company incurred a net loss of $184,806 for this period, compared to a net profit of
$53,911 in financial year 2024. This financial setback has weakened the Company's
equity position, leaving net equity at $243,574. No dividends have been declared or
paid for the 12 months ended 31 March 2025.
As at 31 March 2025, the Company recorded a total asset of $2,129,822, including
cash and cash equivalents of $3,760. The Company will need to continue raise funds
to maintain business operations.
Outlook
AFC is well aware of the high level of uncertainty in the market. Despite the challenges,
the Group has developed a series of actions to navigate through the current difficulties,
achieve future revenue growth and create value for shareholders:
•AFC Longview Limited (“AFCLV” and “Longview Estate”): AFCLV is actively
pursuing enhanced productivity and market presence. To extend market reach
and accelerate sales growth, AFCLV plans to expand its current product line to
make our wines more accessible to a wider audience. In addition, the company
endeavours to strengthen its overseas sales channels in order to increase sales
AFC Group Holdings Limited Annual Report 2025
Page 3

AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT
AFC Group Holdings Limited ("AFC") recognises the critical importance of sound corporate governance practices. In
fulfilment of this commitment, the Board of Directors (the ‘Board’), in conjunction with the management team, has
adopted a comprehensive set of corporate governance guidelines designed to promote the creation of value for
shareholders, the maintenance of the highest ethical standards and the implementation of control systems commensurate
with the level of risk involved.
The Board is committed to an ongoing evaluation of AFC's governance structure to ensure compliance with leading industry
practices. Recognising the constraints imposed by the current size of the business and limited resources, we have made a
conscious effort to balance the development of a financially sound business with the establishment of a structured
governance framework. Throughout the fiscal year concluding on 31 March 2025, the Board has placed emphasis on
meeting the key requirements of the NZX Listing Rules and the NZX Corporate Governance Code. However, AFC recognises
that ongoing work is required to fully comply with each of the recommendations in the Code.
The Code comprises eight (8) fundamental principles, each supported by a series of recommendations. The Board has
thoroughly evaluated and hereby reports on AFC's compliance with each of these recommendations. The contents of this
report are up-to-date as of the release date and have received the Board's ratification.
The Board report on newest version of the NZX Corporate Governance Code that revised on 1 April 2023.
The NZX Corporate Governance Code can be found on the NZX Website at: www.nzx.com/regulation/nzx-rules-
guidance/corporate-governance-code.
Principal 1 –Ethical Standards
"Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for
these standards being followed throughout the organisation."
RECOMMENDATION 1.1
The board should document minimum standards of ethical behaviour to which the issuer's directors and employees are
expected to adhere (a code of ethics).
The code of ethics and where to find it should be communicated to the issuer's employees. Training should be provided
regularly. The standards may be contained in a single policy document or more than one policy.
The code of ethics should outline internal reporting procedures for any breach of ethics, and describe the issuer's
expectations about behaviour, namely that every director and employee:
(a) acts honestly and with personal integrity in all actions;
(b) declares conflicts of interest and proactively advises of any potential conflicts;
(c) undertakes proper receipt and use of corporate information, assets and property;
(d) in the case of directors, gives proper attention to the matters before them;
(e) acts honestly and in the best interests of the issuer, shareholders and stakeholders and as required by law;
(f) adheres to any procedures around giving and receiving gifts (for example, where gifts are given that are of value in
order to influence employees and directors, such gifts should not be accepted);
(g) adheres to any procedures about whistle blowing (for example, where actions of a whistle blower have complied
with the issuer’s procedures, an issuer should protect and support them, whether or not action is taken); and
(h) manages breaches of the code
Compliance with recommendation during the year ended 31 March 2025:
The Board firmly believes that ethical behaviour is fundamental to sound corporate governance and the protection of AFC's
reputation. In line with this principle, the Board has developed ethical standards that are fully consistent with the
recommendations above and which are the same standards we expect of our management and employees.
AFC has instituted a Code of Ethics that fulfils the recommendation comprehensively. It is mandatory for all employees to
familiarize themselves with the code of ethics. and the Code of Ethics has been published on AFC’s website at
https://www.afcnz.com/.
AFC Group Holdings Limited Annual Report 2025
Page 5

AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
RECOMMENDATION 1.2
An issuer should have a financial product dealing policy which applies to employees and directors.
Compliance with recommendation during the year ended 31 March 2025:
AFC has adopted a Financial Product Dealing Policy for employees and directors. This policy requires prior approval of all
transactions in AFC’s quoted securities and other restricted securities, specifies blackout periods for trading and defines
prohibited trading. The Financial Product Dealing Policy has been published on AFC’s website at https://www.afcnz.com/.
PRINCIPLE 2 – Board Composition & Performance
“To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and
perspectives.”
The AFC Board of Directors is comprised of individuals with extensive expertise in business, technology and finance. This
diverse background enables us to lead the company with acumen and integrity. The Board is confident in its adherence to
governance principles, ensuring strong oversight and strategic direction.
Board Composition
The Board provides overall oversight of AFC's operations, guides the strategic direction of the company and ensures
compliance with all relevant legal and regulatory frameworks. We are accountable to our shareholders and stakeholders,
and AFC endeavours to maintain a Board with a broad range of skills and knowledge relevant to the industries in which we
operate. This approach helps us to respond effectively to challenges, capitalise on opportunities and ultimately create
value for all stakeholders.
As at 31 March 2025, the Board comprised of the following directors:
Yang Xia Non-Executive (Chair)
Bo Xian Cao Independent
Jingwei Ma Independent
Jianfeng Chen Non-Executive
Shuang Xia Non-Executive
Zilei Wang Independent
All directors have been appointed under the provisions of AFC’s constitution. No director has been appointed by equity
security holder under the Governing Document applying with NZX listing rule 2.4.
Bo Xian Cao, Jingwei Ma, Zilei Wang serve as independent directors for AFC. The determination of their independence has
been made by taking into account the factors outlined in the NZX Corporate Governance Code that could potentially affect
a director's independence. Jingwei Ma was assessed as an independent director by the Board as she no longer receives
any form of performance-based remuneration from the company or has any conflict of interest that could influence her
decisions. None of the independent directors have a material relationship with AFC and none are involved in the day-to-
day operation of the company.
Refer to the Directors’ Profiles section of this Annual Report for further details.
Board Meetings
The Board met 5 times during the year, which enabled the Board to be provided with accurate timely information on all
aspects of AFC’s operations and to make informed decisions.
Furthermore, the Board holds additional meetings as necessary to address specific matters that require immediate
attention, including discussions on various opportunities. The number of such additional meetings is not reflected in the
figures provided below.
AFC Group Holdings Limited Annual Report 2025
Page 6

AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
Board Members
Meetings
Attended
Meetings Held
Yang Xia
5 5
Bo Xian Cao
5 5
Zilei Wang
5 5
Jingwei Ma
5 5
Shuang Xia
5 5
Jianfeng Chen
5 5
Gender Diversity
The gender balance of the AFC’s Directors and officers was as follows:
as at 31 March 2025 as at 31 March 2024
Directors Officers* Directors Officers*
Female 1 1 1 1
Male 5 1 5 2
Total 6 2 6 3
*Officers excludes any directors of AFC.
RECOMMENDATION 2.1
The board of an issuer should operate under a written charter which sets out the roles and responsibilities of the board.
The board charter should clearly distinguish and disclose the respective roles and responsibilities of the board and
management.
Compliance with recommendation during the year ended 31 March 2025:
The Board adopted a written Board Charter on listing. The Charter sets out the roles and responsibilities of the Board and
Management and complies with the recommendation in full.
The Board Charter has been published on AFC’s website at https://www.afcnz.com/.
RECOMMENDATION 2.2
Every issuer should have a procedure for the nomination and appointment of directors to the board.
Compliance with recommendation during the year ended 31 March 2025:
AFC has complied with the recommendation during the year to 31 March 2025. The company has a procedure for the
Nomination and Appointment of Directors that aligns with the recommendation.
RECOMMENDATION 2.3
An issuer should enter into written agreements with each newly appointed director establishing the terms of their
appointment.
Compliance with recommendation during the year ended 31 March 2025:
AFC has entered into a written agreement with each director establishing the terms of their appointment. No new director
has been appointed during the financial year ended 31 March 2025.
AFC Group Holdings Limited Annual Report 2025
Page
7

AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
RECOMMENDATION 2.4
Every issuer should disclose information about each director in its annual report or on its website, including:
a. a profile of experience, length of service, and ownership interests.
b. the director's attendance at board meetings; and
c. the board's assessment of the director's independence, including a description as to why the board has determined
the director to be independent if one of the factors listed in table 2.4 applies to the director, along with a description of
the interest, relationship or position that triggers the application of the relevant factor.
Compliance with recommendation during the year ended 31 March 2025:
All of the information detailed in the recommendation is included in this Annual Report and can be found in the Directors
Profiles, Corporate Governance Statement and Shareholder and Statutory Information sections.
RECOMMENDATION 2.5
An issuer should have a written diversity policy which includes requirements for the board or a relevant committee of
the board to set measurable objectives for achieving diversity (which, at a minimum, should address gender diversity)
and to assess annually both the objectives and the entity’s progress in achieving them. An issuer within the S&P/NZX 20
Index at the commencement of its reporting period should have a measurable objective for achieving gender diversity
in relation to the composition of its board, that is to have not less than 30% of its directors being male, and not less than
30% of its directors being female, within a specified period. An issuer should disclose its policy or a summary of it.
Compliance with recommendation during the year ended 31 March 2025:
AFC has not complied with the recommendation during the year ended 31 March 2025 as the company has not yet
implemented a formal written diversity policy. However, the Board acknowledges the extensive advantages that diversity
brings to an organization. The Company has drafted a diversity policy, which will come into implementation once approved.
The gender composition of AFC’s directors and officers is included above.
RECOMMENDATION 2.6
Directors should undertake appropriate training to remain current on how to best perform their duties as directors of
an issuer.
Compliance with recommendation during the year ended 31 March 2025:
The company has not complied with the recommendation during the year ended 31 March 2025, as the board did not
engage in any training activities. However, the Board members possess a comprehensive understanding of their
responsibilities as Directors of a publicly listed company. They recognise the importance of being constantly updated on
the most effective ways of discharging their duties and plan to undergo training as and when necessary to maintain their
knowledge and competence.
RECOMMENDATION 2.7
The board should have a procedure to regularly assess director, board and committee performance.
Compliance with recommendation during the year ended 31 March 2025:
Director and Board performance is considered crucial to the success of AFC and its subsidiaries. AFC did not complied with
the recommendation during the year ended 31 March 2025. The progress made during the year is that AFC has drafted a
procedure for regular review of its performance and the performance of its members. It will be come into implementation
once finalised.
AFC Group Holdings Limited Annual Report 2025
Page 8

AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
RECOMMENDATION 2.8
A majority of the board should be independent directors.
Compliance with recommendation during the year ended 31 March 2025:
3 of the 6 Directors of AFC have been identified as Independent Directors of AFC. However, it is not a majority and AFC
accordingly has not complied with the recommendation.
The Board of Directors believes that the current composition of the Board of Directors for the year is satisfactory and
enables it to make decisions that are in the best interests of the Company and its shareholders. Where a director has a
conflict of interest in certain matters, he or she should not be involved in decision-making on those particular matters.
RECOMMENDATION 2.9
An issuer should have an independent chair of the board.
Compliance with recommendation during the year ended 31 March 2025:
AFC has not complied with the recommendation. During the financial year ended 31 March 2025, Yang Xia was chair of
AFC. Mr Xia was not an independent director, but throughout that period, he was a non-executive director and did not
involve in the day-to-day management.
RECOMMENDATION 2.10
The chair and the CEO should be different people.
Compliance with recommendation during the year ended 31 March 2025:
The chair and the CEO were held by different individuals in AFC. However, the CEO role remained vacant over the past
year. Tony Xia temporarily assumed the duties of CEO for the year ended 31 March 2025. The company is still seeking for
a qualified candidate to fill the CEO position.
Principle 3 – Board Committees
“The board should use committees where this will enhance its effectiveness in key areas, while still retaining board
responsibility.”
Recommendation 3.1
An issuer’s audit committee should operate under a written charter. Membership on the audit committee should be
majority independent and comprise solely of non-executive directors of the issuer. The chair of the audit committee
should be an independent director and not the chair of the board.
Compliance with recommendation during the year ended 31 March 2025:
The AFC Audit Committee was formed with the purpose of emphasizing audit and risk management and assuming
responsibilities related to financial reporting and adherence to regulatory requirements. A written charter was adopted
for the Audit Committee and has been published on AFC’s website at https://www.afcnz.com/.
The Audit Committee holds the responsibility of overseeing the performance and independence of the external auditors
and provides recommendations to the Board.
The Audit Committee held 5 meetings during the year. The Audit Committee comprises the following members:
Bo Xian Cao (Chair of Audit Committee, Independent Director)
Jingwei Ma (Independent Director)
Zilei Wang (Independent Director)
AFC Group Holdings Limited Annual Report 2025
Page 9

AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
The audit committee's responsibilities include the following:
1.Ensuring that processes are in place and monitoring those processes to monitor risks associated with the business.
2.Recommending the appointment of the independent auditor and ensuring that the Key Audit partner is changed
at least every 5 years.
3.Having direct communication with and unrestricted access to the independent auditor and any internal auditors
or accountants.
4.Reviewing the financial reports and advising all Directors whether they comply with the appropriate laws and
regulations.
The Audit Committee comprises all independent directors. Zilei Wang is a member of the Chinese Institute of Certified
Public Accountants (CICPA) and he has a financial background in accordance with the requirements of NZX Listing Rule
2.13.2.
Recommendation 3.2
Employees should only attend audit committee meetings at the invitation of the audit committee.
Compliance with recommendation during the year ended 31 March 2025:
In AFC, non-committee members, including employees, only attended audit committee meetings at the invitation of the
audit committee during the year.
Recommendation 3.3
An issuer should have a remuneration committee which operates under a written charter (unless this is carried out by
the whole board). At least a majority of the remuneration committee should be independent directors. Management
should only attend remuneration committee meetings at the invitation of the remuneration committee.
Compliance with recommendation during the year ended 31 March 2025:
Remuneration committee responsibilities were dealt with by the full Board during the year ended 31 March 2025.
Recommendation 3.4
An issuer should establish a nomination committee to recommend director appointments to the board (unless this is
carried out by the whole board), which should operate under a written charter. At least a majority of the nomination
committee should be independent directors.
Compliance with recommendation during the year ended 31 March 2025:
Nomination committee responsibilities were dealt with by the full Board during the year ended 31 March 2025.
Recommendation 3.5
An issuer should consider whether it is appropriate to have any other board committees as standing board committees.
All committees should operate under written charters. An issuer should identify the members of each of its committees,
and periodically report member attendance.
Compliance with recommendation during the year ended 31 March 2025:
Considering the relatively restricted size and scope of the company’s business, the board determined that it would be more
suitable for them to assume these responsibilities throughout the year during the year ended 31 March 2025.
Recommendation 3.6
The board should establish appropriate protocols that set out the procedure to be followed if there is a takeover offer
for the issuer including any communication between insiders and the bidder. It should disclose the scope of independent
advisory reports to shareholders. These protocols should include the option of establishing an independent takeover
committee, and the likely composition and implementation of an independent takeover committee.
AFC Group Holdings Limited Annual Report 2025
Page 10

AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
Compliance with recommendation during the year ended 31 March 2025:
The company was not fully complied with the recommendation during the year to 31 March 2025. However, AFC has
established a formal written Takeover Response Procedure during the year.
PRINCIPLE 4 – Reporting & Disclosure
“The board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of
corporate disclosures.”
Recommendation 4.1
An issuer’s board should have a written continuous disclosure policy.
Compliance with recommendation during the year ended 31 March 2025:
AFC has a written Continuous Disclosure Policy that complies with the recommendation.
AFC’s Board is committed to keeping investors and the market informed of all material information about AFC and its
performance in line with the NZX listing rules and has done so throughout the period.
Recommendation 4.2
An issuer should make its code of ethics, board and committee charters and the policies recommended in the NZX Code,
together with any other key governance documents, available on its website.
Compliance with recommendation during the year ended 31 March 2025:
AFC’s Code of Ethics, Governance Code, Board Charter, Audit Finance & Risk Committee Charter, Financial Product Dealing
Policy, and Health & Safety Policy are available on AFC’s website at https://www.afcnz.com/corporate-governance. Some
other governance policies and procedures are under formulation. Once finalised, they will be published to AFC’s website.
Recommendation 4.3
Financial reporting should be balanced, clear and objective.
Compliance with recommendation during the year ended 31 March 2025:
The Board is committed to ensuring that AFC's financial reporting is transparent, balanced and objective. For the financial
year ending 31 March 2025, the directors confirm that the financial statements are presented in a clear and objective
manner, providing a full understanding of the company's performance, business model, strategic direction, risks and
accounting standards applied. This financial disclosure adheres to the requirements set forth by the Financial Reporting
Act 2013 and the Financial Markets Conduct Act 2013.
Recommendation 4.4
An issuer should provide non-financial disclosure at least annually, including considering environmental, social
sustainability and governance factors and practices. It should explain how operational or non-financial targets are
measured. Non-financial reporting should be informative, include forward looking assessments, and align with key
strategies and metrics monitored by the board.
Compliance with recommendation during the year ended 31 March 2025:
AFC has not complied with the recommendation during the year to 31 March 2025, as non-financial disclosure has not
been completed. Due to its current scale, AFC does not currently possess a formal environmental, social, and governance
(ESG) reporting framework. However, the Board is considering this matter and intends to report on non-financial aspects
in the future.
AFC Group Holdings Limited Annual Report 2025
Page 11

AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
PRINCIPLE 5 – Remuneration
“The remuneration of directors and executives should be transparent, fair and reasonable.”
Recommendation 5.1
An issuer should have a remuneration policy for the remuneration of directors. An issuer should recommend director
remuneration to shareholders for approval in a transparent manner. Actual director remuneration should be clearly
disclosed in the issuer’s annual report.
Compliance with recommendation during the year ended 31 March 2025:
The Directors’ remuneration package was approved by shareholders in previous year and for the year ended 31 March
2025, the Directors voluntarily accepted no Directors' fee to support the business. Director remuneration is disclosed in
the Shareholder and Statutory Information section of this Annual Report.
Recommendation 5.2
An issuer should have a remuneration policy for remuneration of executives which outlines the relative weightings of
remuneration components and relevant performance criteria.
Compliance with recommendation during the year ended 31 March 2025:
AFC has not complied with the recommendation during the year to 31 March 2025 as it is yet to adopt a formal written
Remuneration Policy.
The Board acknowledges the importance of clearly defined responsibilities and performance metrics in determining the
compensation for executive directors and senior management. AFC is under the way to develop a formal written
remuneration policy. Once established, the policy will be publicly accessible on AFC's website.
Recommendation 5.3
An issuer should disclose the remuneration arrangements in place for the CEO in its annual report. This should include
disclosure of the base salary, short term incentives and long-term incentives and the performance criteria used to
determine performance-based payments.
Compliance with recommendation during the year ended 31 March 2025:
Information in relation to the remuneration arrangements is included in Note 19 of this Annual Report under the section
of Key Management Personnel. During the period ended on March 31, 2025, AFC CEO position was vacant. No
remuneration was paid to CEO during this period.
PRINCIPLE 6 – Risk Management
“Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The
Board should regularly verify that the issuer has appropriate processes that identify and manage potential and material
risks.”
Recommendation 6.1
An issuer should have a risk management framework for its business and the issuer’s board should receive and review
regular reports. An issuer should report the material risks facing the business and how these are being managed.
Compliance with recommendation during the year ended 31 March 2025:
AFC and its subsidiaries maintain a firm commitment to proactive risk management. The entire Board, supported by the
Audit Committee, is responsible for overseeing risk management, with the Executive Director managing day-to-day risks.
Currently, AFC is developing a formal Risk Management and Compliance framework. This document will detail significant
business risks and establish control measures and reporting systems to effectively manage and monitor these risks. Despite
these efforts, it is noted that for the fiscal year ending 31 March 2025, the company did not fully comply with this
recommended framework.
AFC Group Holdings Limited Annual Report 2025
Page 12

AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
Recommendation 6.2
An issuer should disclose how it manages its health and safety risks and should report on its health and safety risks,
performance and management.
Compliance with recommendation during the year ended 31 March 2025:
Recognizing the critical importance of health and safety in successful business operations, the Board of AFC is dedicated
to mitigating risks and enhancing the welfare of employees, contractors, and customers. AFC has developed a
comprehensive health and safety manual that assigns clear responsibilities to both management and employees. Each
employee is equipped with a copy of the manual, which aids in recognizing potential hazards and understanding the
appropriate responses. The Board ensures the manual's efficacy through an annual review and maintains ongoing
communication with management to monitor its implementation. Notably, there were no health and safety incidents
reported in the fiscal year ending 31 March2025.
PRINCIPLE 7 – Auditors
“The board should ensure the quality and independence of the external audit process.”
Recommendation 7.1
The board should establish a framework for the issuer’s relationship with its external auditors. This should include
procedures:
(a)for sustaining communication with the issuer’s external auditors;
(b) to ensure that the ability of the external auditors to carry out their statutory audit role is not impaired or could be
reasonably be perceived to be impaired;
(c) to address what, if any, services (whether by type or level) other than their statutory audit roles may be provided by
the auditors to the issuer; and
(d)to provide for the monitoring and approval by the issuer’s audit committee of any service provided by the external
auditors to the issuer other than in their statutory audit role.
Compliance with recommendation during the year ended 31 March 2025:
Under the guidelines established in AFC's Audit Committee Charter, the Audit Committee is tasked with overseeing the
relationship with the external auditor and ensuring effective communication channels are in place. The committee
rigorously evaluates the quality and cost-effectiveness of the external auditor’s work annually, along with assessing their
independence.
For the fiscal year ending 31 March 2025, William Buck served as AFC’s external auditor. To uphold auditor independence,
audit services were strictly separated from non-audit services. No other non-audit services was provided by William Buck
during this period. Details of the fees paid to auditors are transparently disclosed in the annotations to the consolidated
financial statements.
William Buck has issued a written assurance to the Board confirming their ability to maintain independence throughout
the fiscal year.
Recommendation 7.2
The external auditor should attend the issuer’s Annual Meeting to answer questions from shareholders in relation to
the audit.
Compliance with recommendation during the year ended 31 March 2025:
William Buck did not participate in the 06 September 2024 virtual annual meeting. However, William Buck will be invited
to attend the annual meeting in 2025, and it is expected that the lead audit partner will be present to address any queries
or concerns raised by shareholders.
AFC Group Holdings Limited Annual Report 2025
Page 13

AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
Recommendation 7.3
Internal audit functions should be disclosed.
Compliance with recommendation during the year ended 31 March 2025:
AFC did not have a dedicated internal auditor role during the period to 31 March 2025 due to the relatively restricted size
and scope of AFC's operations. The Board, alongside the Audit Committee, has taken on the role of supervising AFC’s
internal activities. To ensure effective monitoring of financial operations, AFC and its subsidiaries have established robust
internal systems and controls.
Principle 8 – Shareholder Rights & Relations
“The board should respect the rights of shareholders and foster constructive relationships with shareholders that
encourage them to engage with the issuer.”
Recommendation 8.1
An issuer should have a website where investors and interested stakeholders can access financial and operational
information and key corporate governance information about the issuer.
Compliance with recommendation during the year ended 31 March 2025:
Financial statements, NZX announcements, Directors’ profiles, and key operational and governance information are
available on the website at https://afcnz.com/.
Recommendation 8.2
An issuer should allow investors the ability to easily communicate with the issuer, including by designing its shareholder
meeting arrangements to encourage shareholder participation and by providing the option to receive communications
from the issuer electronically.
Compliance with recommendation during the year ended 31 March 2025:
AFC offers all shareholders the choice to opt for electronic communications, ensuring they stay informed about the
company's updates and developments. Shareholders are also encouraged to participate in the annual meeting virtually,
with detailed instructions provided to facilitate their online attendance.
Recommendation 8.3
Quoted equity security holders should have the right to vote on major decisions which may change the nature of the
issuer in which they are invested.
Compliance with recommendation during the year ended 31 March 2025:
Shareholders have been given the right to vote on all major decisions in line with the NZX Rules during the year ended 31
March 2025.
Recommendation 8.4
If seeking additional equity capital, issuers of quoted equity securities should offer further equity securities to existing
equity security holders of the same class on a pro-rata basis, and on no less favourable terms, before further equity
securities are offered to other investors.
Compliance with recommendation during the year ended 31 March 2025:
During the year, AFC has not sought additional equity capital from the market. In future capital-raising activities, the Board
will consider whether the likely outcome of and the cost of extending offers to all shareholders is in the best interest of
the Company or its shareholders.
AFC Group Holdings Limited Annual Report 2025
Page
14

AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
Recommendation 8.5
The board should ensure that the notices of annual or special meetings of quoted equity security holders is posted on
the issuer’s website as soon as possible and at least 20 working days prior to the meeting.
Compliance with recommendation during the year ended 31 March 2025:
Notice of the FY2024 annual meeting was delivered to shareholders on 07 August 2024, which was 23 working days prior
to the Annual Meeting.
The Board values active shareholder participation in meetings and recognizes the importance of providing shareholders
ample time to review meeting materials. Therefore, going forward, notices for future shareholder meetings will be issued
at least 20 working days in advance of the meeting dates.
AFC Group Holdings Limited Annual Report 2025
Page 15

AFC GROUP HOLDINGS LIMITED
AFC LONGVIEW LIMITED
Longview Estate was establishedbytheVuletich familyin1969.Longview Estate Wines pioneered wine-growing
in Whangarei. Longviewis theoldest commercially operating vineyardin northern New Zealand with atotalareaof
4.22hectaresofvines. The Winery produces a seriesofwines withannual output of 16,000litres. Varieties include
Merlot, Cabernet Franc, Malbec, Syrah, Chardonnay, White DiamondandGewürztraminer. The major wines are
Reserve Gewurztraminer, Chardonnay, White Diamond, Merlot Cabernet Franc Malbec-SyrahandGumdiggers
Port. White Diamondistheunique productinNew 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 2025
Page 16

AFC GROUP HOLDINGS LIMITED
AFC INTERNATIONAL TRADING GROUP LIMITED
AFCInternationalTradingGroupLimited(AFCIT)wassetuptopurchaseproductsinNewZealandandtoexport
thesetoChina.Thecompanyinvolvesinsourcingfoodproducts,healthsupplementproductsandcosmetic
productsinNewZealandandexporttoChina.TheCompanyhasnotpurchasedanynewproductsandcontinuedto
sell the remaining stocks during the year.
AFC Group Holdings Limited Annual Report 2025
Page 17

AFC GROUP HOLDINGS LIMITED
NATIONAL DAIRY GROUP LIMITED
NationalDairyGroupLimited(NDG)isinvolvedinresearchanddevelopment,manufacturingandmanagement.All
NDGproductspassthequalificationofGMP(GoodManufacturingPractice)inNewZealand.NDGisawholly
ownedsubsidiaryofAFCGroupHoldingsLimited(AFC),NDGownsthe“Morning“brandplusotherbrands.Its
productsaresoldacrossNewZealand,AustraliaandChina.NDGpromotesnaturalhealthandscientificnutrition
soitisabletoprovideitscustomerswithhighqualityhealthfood.Thecompanyhasnottradedandhasnot
performed any research and development activities during the year.
AFC Group Holdings Limited Annual Report 2025
Page 18

AFC GROUP HOLDINGS LIMITED
AFC BIOTECHNOLOGY MANUFACTURE CO. LIMITED
AFCBiotechnologyManufactureCoLimitedstartedproductioninJuly2016.Thedesignedannualcapacityofthe
productionlineis7millionsheetsofcosmeticfacialmask.Withthemostadvancedfacemaskproductionlinein
NewZealand,thecompanyadoptsGMPstandardandoperatesinadust-freeworkshop.TheCompanysellsboth
in New Zealand and exports primarily to China.
AFC Group Holdings Limited Annual Report 2025
Page 19

AFC GROUP HOLDINGS LIMITED
AFC EDUCATION INVESTMENT LIMITED
AFCEducationInvestmentLimited(AFCEI)wasestablishedtoacquireandreconstructforeducationalinstitutes.It
willintegratetheeducationalresourcesandmodelsofstudyingabroadbetweenChinaandNewZealand.The
company was not trading during the year.
AFC GOGLOBAL ECOMMERCE LIMITED
GoGlobalisdesignedtobeaplatformwhichspecialisesinthesaleofqualityNewZealandandAustralianproducts
toChina.ThiseasytouseinternationalplatformallowsproducersandretailerstoaccessthevastChinesemarket
withease.Thesellerscancontroltheirownprices,inventory,andallotheraspectsofthemarketingandsales
process from New Zealand. The company was not trading during the year.
AFC Group Holdings Limited Annual Report 2025
Page 20

AFC GROUP HOLDINGS LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
AFC Group Holdings Limited Annual Report 2025
Page 21

AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
20252024
Notes
NZ$ NZ$
Operating revenue2
741,088 1,324,402
Cost of sales3
(363,892)(355,084)
Gross profit
377,196 969,318
Other income2
328,975 46,723
Expenses
Selling and distribution expenses3
(147,786)(226,255)
Administration expenses3
(617,632)(661,651)
Reversal/(impairment loss) on trade receivables9
14 (6)
(59,233) 128,130
Finance income
2
2,409 1,083
Finance expense
3
(127,982)(75,302)
(125,573)(74,218)
Profit/(loss) before income tax
(184,806)53,911
Income tax expenses4
- -
Profit/(loss) for the year
(184,806)53,911
Other comprehensive income
- -
Total comprehensive profit/(loss) for the year
(184,806)53,911
Total comprehensive profit/(loss) attributable to:
Equity holders of the parent(163,584)(7,485)
Non-controlling interest
7
(21,222)61,396
(184,806)53,911
Profit/(loss) per share:
Basic and diluted earning per share in NZ$
5 (0.00004)(0.00000)
Operating profit/(loss)
AFC Group Holdings Limited Annual Report 2025
Page 22

AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
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 2023 28,679,503 (27,505,871) 1,173,632 (799,163) 374,469
Net loss for the financial year
7
-(7,485)(7,485)61,396 53,911
Other comprehensive income - - - - -
Total comprehensive loss-(7,485)(7,485)61,396 53,911
Balance as at 31 March 2024
28,679,503 (27,513,356) 1,166,147 (737,767) 428,380
Net loss for the financial year
7
-(163,584) (163,584) (21,222) (184,806)
Other comprehensive income - - - - -
Total comprehensive loss-(163,584) (163,584) (21,222) (184,806)
Balance as at 31 March 2025
28,679,503 (27,676,940) 1,002,563 (758,989) 243,574
AFC Group Holdings Limited Annual Report 2025
Page 23

AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
20252024
Notes
NZ$ NZ$
Cash flows from operating activities
Cash was received from:
Receipts from customers
62,341 65,960
Receipts from related parties
447,398 710,772
Interest received
2,409 1,083
Other receipts
22,335 11,748
Cash was applied to:
Payments to suppliers and employees
(730,530)(805,386)
Payments to related parties
(70,891)(64,777)
Interest paid
(5,397)(9,006)
Lease interest
14
(3,363)(7,643)
Net cash outflow from operating activities
19
(275,697)(97,249)
Cash flows from investing activities
Cash was received from:
Proceeds from disposal of property, plant and equipment - -
Cash was applied to:
Purchase of property, plant and equipment
13
(3,174)(3,549)
Term Deposit
(20,223) -
Net cash inflow/(outflow) from investing activities
(23,397)(3,549)
Cash flows from financing activities
Cash was received from:
Proceeds from borrowings
18
- -
Received from related parties
355,133 378,581
Cash was applied to:
Payments for lease liabilities principal(45,698)(39,990)
Repayments to related parties(24,074)(196,841)
Repayment to borrowings - (16,962)
Net cash inflow from financing activities
285,361 124,788
(13,733) 23,990
Foreign currency translation adjustment (8,688)(2,772)
Cash and cash equivalents at the beginning of the year
26,181 4,963
Cash and cash equivalents at the end of the year
8
3,760 26,181
Net increase/(decrease) in cash and cash equivalents
AFC Group Holdings Limited Annual Report 2025
Page 25

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
1.MATERIAL ACCOUNTING POLICIES
REPORTING ENTITY
1.1Statement of compliance
1.2 Basis of preparation
AFC Group Holdings Limited (the“Company”)is a company incorporatedanddomiciledinNew Zealandandregisteredunder
the Companies Act1993.The Companyis listedandits ordinary sharesarequotedonthe NZX mainboardequity security
market (NZX main market)andthe addressesofits registered officeandprincipal placeofbusinessaredisclosedinthe
Corporate Information sectionofthis report. The Companyis anFMC Reporting Entityunderthe 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 statementsofAFC Group Holdings Limited for the yearended 31March2025comprise the
Companyandits subsidiaries (together referredtoasthe "Group"). For the purposesofcomplying with generally accepted
accounting practicein New Zealand ("NZ GAAP"), the Groupis a for-profit entity.Asa listed company, the Groupis considered
a Tier One entity. The principal activityofthe Companyandthe Groupis toproduce, manufactureandpurchase food, health,
andcosmetic products for distributioninNew Zealandandthe Chinese markets. The Group also operatesinthe wineryand
vineyard industry which has manufacturing operations. The largest shareholder is NZ Silveray Group Limited, refer to note 20.
These financial statements havebeen preparedinaccordance withNZGAAP. They comply with New Zealand equivalentsto
International Financial Reporting Standardsandother applicable Financial Reporting Standards ("NZ IFRS"),asapplicableto
the Groupasa profit oriented entity. These financial statements also comply with International Financial Reporting Standards
("IFRS").
The consolidated financial statements were approvedandauthorised for issuebythe directorson _______________.The
directors are not able to amend the financial statements after issue.
The consolidated financial statementsare prepared ona cost basis except for biological produce whichhas beenmeasuredat
fair value. Thepreparation offinancial statementsinconformity withNZIFRSandIFRS requires the useofcertain critical
accounting estimatesandassumptions.It also requiresmanagementtoexercise its judgementinthe processofapplying the
group’saccounting policies. Theareasinvolving a higherdegree ofjudgementorcomplexity,or areaswhere assumptionsand
estimates are significant to the consolidated financial statements are disclosed in note 1.23.
The consolidated financial statements for the Grouparepresentedin New Zealand dollars($),whichis the functional currency
of all entities within the Group. All financial information has been rounded to the nearest dollar unless otherwise stated.
Fair value measurement
For financial reporting purposes, 'fair value'is the price that wouldbereceivedtosellanasset,orpaidtotransfer a liability,in
anorderly transaction between market participants(undercurrent market conditions)atthe measurement date, regardlessof
whether that price is directly observable or estimated using another valuation technique.
When estimating the fair valueof anassetorliability, the entity uses valuation techniques thatare appropriateinthe
circumstancesandfor which sufficient dataareavailabletomeasure fair value, maximising the useofrelevant observable
inputsandminimising the useofunobservable inputs. Inputstovaluation techniques usedtomeasure fair valueare
categorised into three levels according to the extent to which the inputs are observable:
AFC Group Holdings Limited Annual Report 2025
Page 26
28/06/2025

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
1.MATERIAL ACCOUNTING POLICIES (continued)
1.2
Basis of preparation (continued)
1.3
New accounting standards adopted
1.4Basis of consolidation
1.5Intangible assets
Intangible assets compriseoftrademarks. Trademarksarecarriedatcost lessanyaccumulated amortisation. Trademarks have
a finite useful lifeof 10yearsandthe Group amortises these using the straight-line method over10years. Trademarksare
recognised in the statement of financial position at cost less accumulated amortisation.
Profitorlossandeach componentofother comprehensive income ("OCI")areattributedtothe equity holdersoftheparent of
the Groupandtothe non-controlling interests, evenif this resultsin the non-controlling interests having a deficit balance. The
financial statementsofsubsidiariesare preparedfor the same reporting periodasthe Company, using consistent accounting
policies. All intra-group assetsandliabilities, equity, income, expensesandcash flows relatingtotransactions between
members of the Group are eliminated in full on consolidation.
The Group treats transactions with non-controlling interestsastransactions with equity ownersofthe Group. For purchases
from non-controlling interests, the difference betweenanyconsideration paidandthe relevant share acquiredofthe carrying
valueof netassetsofthe investeeisrecordedinequity. Gainsorlossesondisposalstonon-controlling interestsarealso
recorded in equity.
Thereare no newstandards,amendmentstostandards,orinterpretationstoexisting standards, that haveanyimpactonthe
Group for the year ended 31 March 2025.
When the Grouphasless than a majorityofthe votingorsimilar rightsof aninvestee, 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 whetheror notit controlsaninvesteeif factsandcircumstances indicate that therearechangestoone
ormoreofthe three elementsofcontrol. Consolidationof aninvestee begins when the Group obtains control over the investee
andceases when the Group loses controlofthe investee. Assets, liabilities, incomeandexpensesof aninvestee acquiredor
disposedofduring the yearareincludedin the statementofcomprehensive income from the date the Group gains control until
the date the Group ceases to control the investee.
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can
access at the measurement date.
The consolidated financial statements comprise the financial statementsofthe Companyandits subsidiariesas at 31March
2025.Subsidiariesarethose entities over which the Grouphascontrol. Controlis achieved when the Groupis exposed,or has
rights,to variable returns from its involvement with the investeeand hasthe abilitytoaffect those returns through its power over
the investee.
Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
AFC Group Holdings Limited Annual Report 2025
Page 27

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
1.MATERIAL ACCOUNTING POLICIES (continued)
1.6Going concern
1.
2.
3.
4.
5.
6.
Our detailed operational budgets, underpinnedbyrobust strategic initiatives, support the going concern assumption.In
June2025,a sales contracttoexport $566,000ofwine was signed.Other contractsare undernegotiation.Inthe
financial year2025,wewill continuetoexplore the Chinese wine market with abroadercatalogueofproductsand
expect the overseas wine market to continue expanding.
The consolidated financial statements have been prepared on a going-concern basis. For the financial year ended 31 March
2025, the Group reported a net loss of $184,806, contrasting with a net profit of $53,911 in the prior fiscal year (2024). As of 31
March 2025, the Group’s financial position reflected current liabilities exceeding current assets by
$1,245,402 and an equity of
$243,574 (2024: $428,380). This deterioration was primarily attributed to declining sales.
However, the Directors assessed the going concern assumption as appropriate with consideration of the following key factors:
The Group holds significant unencumbered property assets, including three residential unitsatthe Longview vineyard.
These assets provide financial stabilityand,if needed,accesstolow-ratedebtfinancing through major New Zealand
banks.
The Grouphasconsiderable inventory, whichis expectedtogenerate positive cash inflows from sales with only a small
additional cash outlay.
The Group obtains deferred payment terms for related party payables totalling $1,180,381, which improves the Group's
short-term liquidity position.
TheGroup’smajor shareholderis committedtoprovide ongoing financial supporttoensure thecompany’ssustained
growthandoperational stability.Inadditiontofinancial support, thisis coupled with the integrationofthe AFC Group
into the shareholders'broaderbusiness strategy, leveraging shared resources, expertiseandmarket opportunitiesto
drive innovation and long-term value creation.
Inthe2026financial year, the Group will enhance its partnership with Chinaandpursue further growthin the Chinese
wine market. Contractsarepresentlyundernegotiation.Inaddition, the Group will actively explorenewbusiness
opportunitiesinareassuchas prepareddishes, tourismandstudy tours. These strategic initiatives aimtobroaden
revenue streams, enhance operational resilienceandreinforce the foundation for sustainable development.Byaligning
with evolving marketdemands andleveraging cross-industry synergies, the Group seekstostrengthen its long-term
competitive positioning while advancing its growth trajectory in line with shareholder objectives.
After a thorough assessment of the key factors mentioned above, the Directors reaffirmed the going concern basis for the
preparation of the consolidated financial statements. While acknowledging the uncertainties in forecasting in the current
environment, the Board of Directors remains optimistic about the Group's ability to maintain ongoing operations in the future.
As stated above, the Group’s current liabilities exceed its current assets by $1,245,402 and as such the Group relies on the
ongoing support of its parent entity and has received commitment to such ongoing support in the form of not calling upon loans
due to them. Due to the reliance on this support there exists a material uncertainty that may cast significant doubt over the
Group’s ability to continue as a going concern. If the Group did not continue as a going concern, the Group may be
unable to realise its assets and discharge its liabilities in the normal course of business. Also, additional liabilities may need to
be recorded, and the Group may not recover the amount recorded for assets.
AFC Group Holdings Limited Annual Report 2025
Page 28

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
1.MATERIAL ACCOUNTING POLICIES (continued)
1.7Revenue
Sale of goods - Contracts with customers
Interest income
Government grant
1.8Foreign currency
1.9Inventories
Revenuefromcontractswithcustomersisrecognisedwhenthegoodsaredeliveredtotheportofdeliveryandhavebeen
accepted by the customer.
Rental
Income
Rental Income is recognised as income on a straight-line basis over the term of the lease.
Interestincomeisaccruedonatimeapportionedbasis,byreferencetotheprincipaloutstandingandattheeffectiveinterest
rateapplicable,whichistheratethatexactlydiscountsestimatedfuturecashreceiptsthroughtheexpectedlifeofthefinancial
asset to that asset's net carrying amount.
Monetaryassetsandliabilitiesdenominatedinforeigncurrenciesatthereportingdateareretranslatedtothefunctional
currencyattheexchangerateatthedate.Theforeigncurrencygainsorlossonmonetaryitemsisthedifferencebetween
amortisedcostinthefunctionalcurrencyatthebeginningoftheyear,adjustedforeffectiveinterestandpaymentsduringthe
year, and the amortised cost in foreign currency translated at the exchange rate at the end of year.
Thevaluationofinventoryisdeterminedundertheprincipleoflowerofcostornetrealisablevalue.Thecostofinventoriesis
basedonthefirstinfirstoutprinciple,andincludesexpenditureincurredinacquiringtheinventoriesandbringingthemtotheir
existinglocationandcondition.Netrealisablevalueistheestimatedsellingpriceintheordinarycourseofbusiness,lessthe
estimated costs of completion and selling expenses.
TransactionsinforeigncurrenciesaretranslatedtothefunctionalcurrencyoftheGroupatexchangeratesatthedatesofthe
transactions.
GrantincomeisrecognisedasrevenuewhenitbecomesreceivableunlesstheGrouphasaliabilitytorepaythegrantifthe
requirementsofthegrantarenotfulfilled.Aliabilityisrecognizedtotheextentthatsuchconditionsareunfulfilledattheendof
the reporting period and is released to revenue as the conditions are fulfilled.
TheGroupgeneratesrevenueprimarilyfromthesaleofwineandDDmaskstoitscustomers.Othersourcesofrevenue
include interest income and rental income.
TheGrouprecognisesrevenueunderNZIFRS15whenacustomerobtainscontrolofthegoods.TheGrouprecognises
revenuetodepictthetransferofproductstocustomersinanamountthatreflectstheconsiderationtowhichtheentityexpects
to be entitled to in exchange for those goods or services.
Forcontractsthatpermitthecustomertoreturnanitem,revenueisrecognisedtotheextentthatitishighlyprobablethata
significantreversalintherevenuerecognisedwillnotoccur.Theamountofrevenuerecognisedisadjustedforexpectedreturns
based on historical data and trends for returns. The Group reviews its estimate of expected returns at each reporting date.
AFC Group Holdings Limited Annual Report 2025
Page 29

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
1.MATERIAL ACCOUNTING POLICIES (continued)
1.9Inventories (continued)
1.10Leases
The Group as a lessee
Lease Liabilities
TheDirectors’assessmentofthevalueisdeterminedafterreviewingandcomparingthemarketpricewiththecostandasa
resultofthis,thecarryingvalueofsomeinventorieshavebeenwrittendowntoestimatednetrealisablevalue.Thetotalamount
of the provision at 31 March 2025 was $262,816 (31 March 2024: $208,748).
Right-of-use assets
Aright-of-useassetisrecognisedatthecommencementdateofalease.Therightofuseassetismeasuredatcost,which
comprisestheinitialamountoftheleaseliability,adjustedfor,asapplicable,anyleasepaymentsmadeatorbeforethe
commencementdatenetofanyleaseincentivesreceived,anyinitialdirectcostsincurred,and,exceptwhereincludedinthe
costofinventories,anestimateofcostsexpectedtobeincurredfordismantlingandremovingtheunderlyingasset,and
restoring the site or asset.
Includedwithinthecostofinventoryisthefairvalueofthegrapes(agriculturalproduce)atthetimethegrapesareharvested.
Atthepointofharvest,theharvestofgrapesqualifyasagriculturalproduceunderNZIAS41:Agricultureandarerecordedat
fair value at that date. The fair value at point of harvest becomes the basis of cost when accounting for inventories.
GrowingCosts:HarvestingofthegrapecropisordinarilyperformedinlateMarch.Costsincurredingrowingthegrapes
includinganyapplicableharvestcosts,areinitiallyallocatedintothecostofinventoryaspartofthetotalcosttoacquireand
growtheagriculturalproduce.Atthepointofharvest,afairvalueadjustmentismadesothatthecostpertonneisadjustedto
fairvalueinaccordancewithNZIAS41:AgricultureandNZIFRS13:FairValueMeasurement.Anydifferencebetweencost
and fair value is included within the statement of comprehensive income as cost of sales.
Right-of-useassetsaredepreciatedonastraight-linebasisovertheunexpiredperiodoftheleaseortheestimatedusefullifeof
theasset,whicheveristheshorter.WheretheGroupexpectstoobtainownershipoftheleasedassetattheendofthelease
term,thedepreciationisoveritsestimatedusefullife.Right-of-usearesubjecttoimpairmentoradjustedforany
remeasurement of lease liabilities.
TheGrouphaselectednottorecognisearight-of-useassetandcorrespondingleaseliabilityforshort-termleaseswithtermsof
12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.
Aleaseliabilityisrecognisedatthecommencementdateofalease.Theleaseliabilityisinitiallyrecognisedatthepresent
valueoftheleasepaymentstobemadeoverthetermofthelease,discountedusingtheinterestrateimplicitintheleaseor,if
thatratecannotbereadilydetermined,thegroup’sincrementalborrowingrate.Leasepaymentscompriseoffixedpayments
lessanyleaseincentivesreceivable,variableleasepaymentsthatdependonandindexorarate,amountsexpectedtobepaid
underresidualvalueguarantees,exercisepriceofapurchaseoptionwhentheexerciseoftheoptionisreasonablycertainto
occur,andanyanticipatedterminationpenalties.Thevariableleasepaymentsthatdonotdependonanindexorarateare
expensed in the period in which they are incurred.
AFC Group Holdings Limited Annual Report 2025
Page 30

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
1.MATERIAL ACCOUNTING POLICIES (continued)
1.10Leases (continued)
The Group as a lessor
1.11Cash and cash equivalents
1.12Employee benefits
1.13Financial assets
Financial assets at amortised cost
1.14Financial Liabilities
Financial liabilities at amortised cost
Trade,otherandrelatedpartyreceivablesareamountsduefromcustomersandrelatedpartiesintheordinarycourseof
business.TheGroupholdsthetrade,otherandrelatedpartyreceivableswiththeobjectivetocollectthecontractualcashflows
and therefore subsequently measures them at amortised cost using the effective interest method.
TheGroupmeasuresdebtassetsatamortisedcostastheGroupholdsthefinancialassetsforthecollectionofthecontractual
cashflows,andthecontractualcashflowsundertheinstrumentsolelyrepresentpaymentsofprincipalandinterest.Allother
debt and equity instruments including investments in equity investments are recognised at fair value.
Provisionismadeforbenefitsaccruingtoemployeesinrespectofwagesandsalaries,annualleaveandsickleavewhenitis
probablethatsettlementwillberequiredandtheyarecapableofbeingmeasuredreliably.Provisionsmadeinrespectof
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.
Tradeandotherpayablesareinitiallymeasuredatfairvaluelesstransactioncostsandsubsequentlycarriedatamortisedcost
andduetotheirshorttermnaturetheyarenotdiscounted.Theyrepresentliabilitiesforgoodsandservicesprovidedtothe
GrouppriortotheendofthefinancialyearthatareunpaidandarisewhentheGroupbecomesobligedtomakefuture
payments in respect of the purchase of these goods and services.
Leaseliabilitiesaremeasuredatamortisedcostusingtheeffectiveinterestmethod.Thecarryingamountsareremeasuredif
thereisachangeinthefollowing:futureleasepaymentsarisingfromachangeintheindexorarateused;residualguarantee;
leaseterm;certaintyofapurchaseoptionandterminationpenalties.Whenaleaseisremeasured,anadjustmentismadeto
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.
Rental Income from operating leases is recognised as income on a straight-line basis over the period of the lease.
Loansandreceivablesarealsomeasuredandclassifiedatamortisedcostusingtheeffectiveinterestmethodlessimpairment.
Interest is not charged on overdue amounts.
AFC Group Holdings Limited Annual Report 2025
Page 31

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
1. MATERIAL ACCOUNTING POLICIES (continued)
1.14Financial Liabilities (continued)
Interest and dividends
Related party payables
1.15Equity
1.16Goods and services tax (“GST”)
1.17Income tax
Revenue, expenses, assetsandliabilitiesarerecognisednet oftheamount of goods andservices tax (GST), except for
receivables and payables, which are recognised inclusive of GST.
Deferred taxis accounted for using the balance sheet method, providing for temporary differences between the carrying values
ofassetsandliabilitiesinthe financial statementsandthe corresponding tax baseofthese items. Deferred taxis determined
using tax ratesandregulations enactedatthe balance sheet datein New Zealand, whichis the jurisdiction the Group operates
and generates taxable income in.
Share capitalis classifiedasequity when theamountrepresents a residual interest. Incremental costs directly attributabletothe
issue of new shares or warrants are shown in equity as a deduction, net of tax, from the proceeds.
Current taxis the expected tax payableonthe taxable income for the financial year, using tax rates enactedorsubstantively
enactedatthe balance sheet date,and anyadjustmenttotax payablein respectofprevious years. Income taxis recognisedin
the Income Statement except whenit relatestoitems thatarerecognised directlyunderother comprehensive income,in which
case the income tax is recognised in other comprehensive income.
When shares recognisedasequityarerepurchased, theamount ofthe consideration paid, which includes directly attributable
costsis recognisedasa deduction from equity. Repurchased sharesareclassifiedastreasury shares. When treasury shares
aresoldorreissued subsequently, theamountreceivedisrecognisedas anincreaseinequityandthe resulting surplusor
deficit on the transaction is presented within share premium.
Other financial liabilities, including borrowings,areinitially measuredatfair value,net oftransaction costsand are
subsequently measured at amortised cost using the effective interest method.
Interestanddividendsareclassifiedasexpensesor asdistributionsofprofit consistent with the statementoffinancial position
classification of the related debt or equity instruments or component parts of compound instruments.
Transaction costs arisingonthe issueofequity instrumentsarerecognised directlyin equityasa reductionofthe proceedsof
the equity instrumentstowhich the costs relate. Transactions costsarethe costs thatareincurred directlyinconnection with
the issue of those equity instruments and which would not have been incurred had those instruments not been issued.
Taxation expense comprises both current and deferred tax.
Deferred tax assetsarerecognisedtothe extent thatit isprobable that sufficient taxable amounts willbeavailable against
which deductible temporary differences or unused tax losses and tax offsets can be utilised.
AFC Group Holdings Limited Annual Report 2025
Page 32

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
1.MATERIAL ACCOUNTING POLICIES (continued)
1.18Property, plant and equipment
Recognition and measurement
Subsequent costs
Depreciation
Not Depreciated
0% - 6%Diminishing Value
50%Diminishing Value
7% - 40%Diminishing Value
10% - 40%Diminishing Value
Fixture and Fittings and Office Equipment13% - 67%Diminishing Value
7.5%Diminishing Value
1.19 Biological assets
Motor Vehicles
Gainsandlossesondisposalsaredeterminedbycomparingproceedswiththecarryingamount.Thesegainsorlossesare
included in the profit and loss component of the consolidated statement of comprehensive income.
Computer Equipment
Thecostofreplacingpartofanitemofproperty,plantandequipmentisrecognisedinthecarryingamountoftheitemifitis
probablethatthefutureeconomicbenefitsembodiedwithinthepartwillflowtotheGroupanditscostcanbemeasuredreliably.
Thecostsoftheday-to-dayservicingofproperty,plantandequipmentarerecognisedintheprofitandlosscomponentofthe
consolidated statement of comprehensive income as incurred.
Costincludesexpenditurethatisdirectlyattributabletotheacquisitionoftheasset.Intheeventthatsettlementofallorpartof
thepurchaseconsiderationisdeferred,costisdeterminedbydiscountingtheamountspayableinthefuturetotheirpresent
value as at the date of acquisition.
Whenpartsofanitemofproperty,plantandequipmenthavedifferentusefullives,theyareaccountedforasseparateitems
(major components) of property, plant and equipment.
Buildings
Anasset’scarryingamountiswrittendownimmediatelytoitsrecoverableamountiftheasset’scarryingamountisgreaterthan
its estimated recoverable amount. The useful lives and residual values are reviewed annually.
Depreciationisrecognisedintheconsolidatedstatementofcomprehensiveincometowriteoffthecostofanitemofproperty,
plant and equipment over its expected useful life, at the following rates:
Plant & Equipment
Biologicalassetsconsistofgrapefruitbunches.TheGroupgrowsandpurchasesgrapestouseintheproductionofwine,as
partofnormaloperations.GrapesarenormallyharvestedbetweenFebruaryandMarcheachyear.Thegrapesharvestedand
purchasedareadjustedtofairvalueatthepointofharvestaftertakingintoconsiderationofvariousmarketfactors,aswellas
reviewingthedistrictaveragepricingreportforgrapesofsimilarqualityandvariety.Anyadjustmenttobringthecostofsalesto
fair value is recognised in inventory and cost of sales.
Items of property, plant and equipment are measured at cost less accumulated depreciation and any impairment losses.
Grape Vines / Bearer Plants
Land & Land Improvements
AFC Group Holdings Limited Annual Report 2025
Page 33

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
1.MATERIAL ACCOUNTING POLICIES (continued)
1.20Impairment of assets
Financial assets
Non-financial assets
Fortrade,otherandrelatedpartyreceivables,thegroupappliestheNZIFRS9simplifiedapproachinmeasuringexpected
creditlosseswhichusesalifetimeexpectedlossallowanceforalltradereceivablesandcontractassets.TheGroupalso
considers other forward looking economic factors in determining the impairment of trade, other and related party receivables.
Iftherecoverableamountofanassetisestimatedtobelessthanitscarryingamount,thecarryingvalueisreducedtothe
recoverableamount.Animpairmentlossisrecognisedinprofitorlossimmediately,unlesstherelevantassetiscarriedata
revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recoverableamountisthehigheroffairvaluelesscoststosellandvalueinuse.Inassessingvalueinuse,theestimated
futurecashflowsarediscountedtotheirpresentvalueusingapretaxdiscountratethatreflectscurrentmarketassessmentsof
the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
Whenatradereceivableisuncollectible,itiswrittenoffagainsttheallowanceaccount.Subsequentrecoveriesofamounts
previouslywrittenoffarecreditedagainsttheallowanceaccount.Changesinthecarryingamountoftheallowanceaccountare
recognised in profit or loss.
If,inasubsequentperiod,theamountoftheimpairmentlossdecreasesandthedecreasecanberelatedobjectivelytoan
eventoccurringaftertheimpairmentwasrecognised,thepreviouslyrecognisedimpairmentlossisreversedthroughprofitor
losstotheextentthecarryingamountoftheinvestmentatthedatetheimpairmentisreverseddoesnotexceedwhatthe
amortised cost would have been had the impairment not been recognised.
Forfinancialassetscarriedatamortisedcost,theamountoftheimpairmentisthedifferencebetweentheasset’scarrying
amountandthepresentvalueofestimatedfuturecashflows,discountedattheoriginaleffectiveinterestrate.Thecarrying
amountofthefinancialassetisreducedbytheimpairmentlossdirectlyforallfinancialassetswiththeexceptionofloanand
trade receivables where the carrying amount is reduced through the use of an allowance account.
AteachreportingdatetheGroupreviewsthecarryingamountsofitstangibleandintangibleassetstodeterminewhetherthere
isanyindicationthatthoseassetshavesufferedanimpairmentloss.Ifanysuchimpairmentexists,therecoverableamountof
the asset is estimated to establish the impairment loss, if any.
All impairment losses are immediately recognised through profit and loss.
AFC Group Holdings Limited Annual Report 2025
Page 34

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
1.MATERIAL ACCOUNTING POLICIES (continued)
1.21Earnings per share
1.22Cash flows
1.23 Critical accounting judgments and key sources of estimation uncertainty
Impairment of trade, other and related party receivables
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing
the profitorloss attributabletoordinary shareholdersofthe Companybythe weighted averagenumber ofordinary shares
outstanding during the period.
DilutedEPSis determinedbyadjusting the profitorloss attributabletoordinary shareholdersandthe weighted averagenumber
of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which comprises of warrants.
The Grouppreparesits consolidated financial statementsin accordance withNZIFRS, the applicationofwhich often requires
judgementstobemadebymanagementwhen formulating theGroup’sfinancial positionandresults. UnderNZIFRS, the
Directorsarerequiredtoadoptthose accounting policies mostappropriatetotheGroup’scircumstances for the purposeof
presenting a true and fair view of the Group’s financial position, financial performance and cash flows.
The following are the definitions used in the consolidated statement of cash flows:
- Cash and cash equivalents are short term, highly liquid investments that are readily convertible to known
amounts of cash and which are subject to an insignificant risk of changes in value.
- Operating activities are the principal revenue-producing activities of the Group and other activities that are not
investing or financing activities.
- Investing activities are the acquisition and disposal of long-term assets not included in cash and cash
equivalents.
- Financing activitiesareactivities that resultin changesin the sizeandcompositionofthe contributed equityandborrowingsof
the Group.
Indeterminingandapplying accounting policies, judgementis often requiredinrespectofitems where the choiceofspecific
policy, accounting estimateorassumptiontobefollowed could materially affect the reported resultsor netasset positionofthe
Group should it later be determined that a different choice would be more appropriate.
Indetermining the impairmentoftrade, otherandrelated party receivables provision, the Group assesses the balancesby
applying the expected lossandforward looking approachunderNZIFRS9.This assessment involves making estimatesand
judgements regarding the historical dataandtrends, factors suchaseconomic conditions, external ratings, cash flow
projections and other information available that impacts the customers of the Group.
Estimatesandunderlying assumptionsarereviewedon anongoing basis. Revisionstoaccounting estimatesarerecognisedin
the periodin which the estimateis revisedandin anyfuture periods affected.In particular, informationaboutsignificantareas of
estimation uncertaintyandcritical judgementsinapplying accounting policies that have the most significant effectonthe
amount recognised in the financial statements are described in more detail below.
AFC Group Holdings Limited Annual Report 2025
Page 35

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
1.MATERIAL ACCOUNTING POLICIES (continued)
1.23 Critical accounting judgments and key sources of estimation uncertainty (continued)
Recognition of provision for deferred tax assets
Provision for Inventory
Impairment of property, plant and equipment
2.REVENUE
20252024
NZ$NZ$
706,361 1,230,449
34,727 93,952
741,088 1,324,402
8,540 35,414
13,796 11,309
306,640 -
328,975 46,723
1,070,063 1,371,125
Operating revenue
Sales - wine products
Sales - cosmetic products
Total operating revenue
Other income
Rental income
Debt forgiveness income
Total Income
Finance Income:
Interest received on bank account
2,409 1,083
2,409 1,083
The Group's assessmentofprovisions for inventory obsolescenceand netrealisable value involves making estimatesand
judgementsinrelationtofuture selling prices. The Group considers a widerangeoffactors including historical data, current
trends, recent sales dataandproduct information from buyersas part ofthe processtodetermine theappropriatevalueof
these provisions.
Indetermining whetheranitemofproperty, plantandequipmentisimpaired, the Group appliesNZIAS36Impairmentof
Assets. This assessment involves the reviewofthe carryingamount ofits assetsorcash-generating unitandif this exceeds the
recoverable amount. This assessment involves estimating the valueinuseof anassetandestimating the future cash inflows
andoutflowstobederived from the continued useofthe assetandits disposalandapplyingan appropriatediscount rateto
those future cash flows.
The Grouphas notrecognised a deferred tax asset(2024:Nodeferred tax asset recognised)onits statementoffinancial
positionas atreporting date. Significant judgementis requiredindeterminingif the utilisationofdeferred assetsis probable.
The recognitionofdeferred tax assetsis baseduponwhetherit ismorelikely thannotthat sufficientandsuitable taxable profits
willbeavailableinthe future against which the reversaloftemporary differences canbededucted.Todetermine the future
taxable profits, referenceis madetothe latest forecastsoffuture earningsofthe Group. Where the temporary differencesare
relatedtolosses, relevant tax lawis consideredtodetermine the availabilityofthe lossestooffset against the future taxable
profits (refer note 4).
AFC Group Holdings Limited Annual Report 2025
Page 36

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.REVENUE (continued)
Operating revenue - Geographical locations
Sales - Wine
products
Sales -
Cosmetic
products
Sales - Other
products Total
NZ$NZ$NZ$NZ$
China
276,454 - - 276,454
New Zealand
429,907 34,727 - 464,634
Operating Revenue
706,361 34,727 - 741,088
China
730,100 - - 730,100
New Zealand
500,349 93,952 - 594,302
Operating Revenue
1,230,449 93,952 - 1,324,402
3.EXPENSES
20252024
NoteNZ$NZ$
Included in Cost of Sales Expenses
Cost of goods sold
309,824 403,599
Provision for inventory obsolescence
12
54,068 (48,515)
Included in Selling and Distribution Expenses
Advertising
78 5,727
Business events 2,730 8,063
Freight and courier 2,959 5,418
Salaries and sales commission 142,020 206,748
Included in Administration Expenses
Accounting and consulting
56,725 138,825
Amortisation of intangible assets16
150 150
Depreciation for property, plant and equipment13
16,505 17,979
Depreciation for right-of-use assets14
40,661 40,661
Licences & subscriptions
15,586 21,234
Insurance
6,195 17,439
Share registry & listing expenses
32,142 34,437
Management fees 16,667 40,000
Salaries 359,044 246,058
Rent
38,372 31,296
Profit/(Loss) before income tax after charging:
Operatingrevenueisattributedtothefollowinggeographicallocationsonthebasisofthecountrythecustomeris
trading in.
31 March 2025
31 March 2024
AFC Group Holdings Limited Annual Report 2025
Page 37

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
3.EXPENSES (continued)
Auditors' remuneration
Audit of financial statements 66,323 66,875
Audit of Wine Standard Management Plan 1,928 1,856
Total fees paid to auditors
68,251 68,731
20252024
NoteNZ$NZ$
Finance costs:
Interest paid on borrowings from related parties
20
119,211 58,653
14
3,363 7,643
Other interest paid 5,409 9,006
127,982 75,302
4. INCOME TAX EXPENSE
4.1.Components of Income tax expense
The income tax expense for the year is nil, (2024: $nil)
20252024
Reconciliation of effective tax rate
NZ$NZ$
Profit/(loss) before income tax
(184,806) 53,911
(51,746) 15,095
Expected income expense/(benefit)
(51,746) 15,095
Adjustments
Non deductible expenses
4,226 3,007
Losses brought forward
(1,459,508)(1,462,472)
Losses offset against other deferred tax assets 10,809 (15,138)
Losses not recognised and carried forward
1,496,219 1,459,508
Income tax expense
- -
Theauditorsofthefinancialstatementsfor2025wereWilliamBuckAudit(NZ)Limited(2024:WilliamBuckAudit(NZ)
Limited).
Income tax expense/(benefit) calculated at 28%
Lease interest
TheauditorsoftheWineStandardManagementPlanfor2025wereQualityAuditingSpecialistsLimited(2024:Quality
Auditing Specialists Limited).
Thetaxrateusedforthereconciliationbelowisthecorporatetaxrateof28%(2024:28%)payablebyNewZealand
corporate entities on taxable profits under New Zealand tax law.
AFC Group Holdings Limited Annual Report 2025
Page 38

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
4. INCOME TAX EXPENSE (continued)
4.2 Deferred tax assets and liabilities20252024
NZ$NZ$
Deferred tax assets/(liabilities) arising from the following:
Unused tax losses
1,496,219 1,459,508
Provisions and accruals
102,837 87,526
Property, plant and equipment
16,268 19,359
Right of use assets and lease liabilities
418 1,828
Tax benefits not recognised
(1,615,742)(1,568,221)
Deferred tax assets as at 31 March
- -
Movements
Balance
as at
31 March
NZ$
NZ$
Unused tax losses
(2,964)
1,459,508
Provisions and accruals
(11,647)
87,526
Property, plant and equipment
(3,680)
19,359
Right of use assets and lease liabilities
188
1,828
Deferred tax not recognised
18,103
(1,568,221)
- -
Unused tax losses
36,711
1,496,219
Provisions and accruals
15,311
102,837
Property, plant and equipment
(3,091)
16,268
Right of use assets and lease liabilities
(1,410)
418
Deferred tax not recognised
(47,521)
(1,615,742)
- -
TheGrouphasnotrecognisedthedeferredtaxassetof$1,615,742onitsStatementofFinancialPositionasat
reportingdateastheGrouphasdeterminedthattheutilisationofdeferredtaxassetsisnotprobable.Indeciding
whethertorecognisethedeferredtaxassets,theGroupalsoconsiderswhetheritislikelythatsufficientandsuitable
taxable profits will be available in the future against which the reversal of temporary differences can be deducted.
LossescanbecarriedforwardindefinitelyunderNewZealandtaxlaw(assumingshareholdercontinuityrequirements
are met and approval of the Inland Revenue Department is obtained).
Theaboveamountsaretaxeffectedbalances.Obtainingthebenefitsofthedeferredtaxassetsisdependentupon
derivingsufficientassessableincomeandtheGrouphaveassessedthattherewillnotbesufficienttaxableincomewith
which to utilise the asset based on the forecasts provided.
31 March 2024
Opening Balance
NZ$
1,462,472
99,173
23,039
1,640
(1,586,324)
-
1,459,508
31 March 2025
-
1 April
87,526
19,359
1,828
(1,568,221)
AFC Group Holdings Limited Annual Report 2025
Page 39

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
5.
EARNINGS PER SHARE
20252024
NZ$ NZ$
Basic earnings per share
Profit/(Loss) after taxation attributable to equity holders of the parent
(163,584)(7,485)
3,664,253,194 3,664,253,194
Basic and Diluted Earning per share in NZ$(0.00004)(0.00000)
6.AUTHORISED AND ISSUED SHARE CAPITAL
6.1Ordinary shares
Shares
Issued
Group
No.
NZ$
Balance at 1 April 2023
3,664,253,194 28,679,577
Movement for 2024 financial year
Ordinary shares authorised and issued
- -
Ordinary shares on issue at 31 March 2024
3,664,253,194 28,679,577
Treasury shares
(37,082)(74)
3,664,216,112 28,679,503
Balance at 1 April 2024
3,664,253,194 28,679,577
Movement for 2025 financial year
Ordinary shares authorised and issued
- -
Ordinary shares on issue at 31 March 2025
3,664,253,194 28,679,577
Treasury shares
(37,082)(74)
3,664,216,112 28,679,503
Therehavebeennoothertransactionsinvolvingordinarysharesorpotentialordinarysharesbetweenthereporting
date and the date of authorisation of these financial statements.
Ordinary shares on issue at 31 March 2025 excluding
treasury shares
Ordinary shares on issue at 31 March 2024 excluding
treasury shares
31 March 2024
31 March 2025
Weighted average number of ordinary shares on issue
Theearningsandweightedaveragenumberofordinarysharesusedinthecalculationofbasicearningspershareare
as follows:
AFC Group Holdings Limited Annual Report 2025
Page 40

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
6.AUTHORISED AND ISSUED SHARE CAPITAL (continued)
6.2Warrants
6.3Dividend
7.
NON-CONTROLLING INTEREST
AFC Biotechnology Manufacture Co Limited
AFC Longview Limited
Both entities are incorporated and domiciled in New Zealand.
No dividends have been declared or paid for the year ended 31 March 2025 (2024: $nil).
AFCBiotechnologyManufactureCoLimitedwasincorporatedinJuly2016with100ordinarysharesissuedat$10,000
foreachshare.FortheFY2025year,AFCGroupHoldingsLimitedheld51%ofthesharesandnon-controllinginterest
heldremaining49%oftheshares(NZSilverayGroupLimitedheld24%oftheshares,WeiLiheld20%oftheshares
and others held remaining 5% of the shares).
On26February2016AFCLongviewLimitedwasrecapitalisedbytheissueof2,399,999sharesof$1eachforcash.
1,223,999sharesweresubscribedbyAFCGroupHoldingsLimited(51%shareholding)andNZSilverayGroupLimited
(a non-controlling interest) subscribed to the remaining 1,176,000 shares (49% shareholding).
Duringtheyearended31March2024and31March2025,NZSilverayGroupLimitedtransferredatotalof10%outof
its49%sharestoJFCGroupLimited.NZSilverayGroupLimitedhold39%shareofLongview,andJFCGroupLimited
hold 10% as at 31 March 2025.
Thenon-controllinginterestsinbothAFCBiotechManufacturingLimitedandAFCLongviewLimitedfortheyearended
31 March 2025 were 49% (2024: 49%).
Allordinarysharesissuedarefullypaid.Allordinarysharesrankequallywithonevoteattachedtoeachfullypaid
ordinary share and have equal dividend rights and no par value.
Treasurysharesarethosesharesacquiredbythecompanyfromshareholderswhoexercisedtheirminoritybuyback
rightsatthetimeshareswereissuedtoNZSilverayGroupLimited.Thesesharesareheldbythecompanyuntilthe
directorsresolvetoreissuethesharesortocanceltheshares.Atbalancedate,thecompanyheld37,082treasury
shares which were acquired during 2016.
No warrants were issued during the 2025 year (2024: $nil).
AFC Group Holdings Limited Annual Report 2025
Page 41

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
7.
NON-CONTROLLING INTEREST (continued)
202420252024
NZ$NZ$NZ$
Summarised statement of financial position
Current assets
111,599 332,748 251,529
Current liabilities
2,511,719 741,046 763,561
Current net assets/(liabilities)
(2,400,120)(408,298)(512,032)
Non-current assets
8,830 1,360,255 1,370,794
Non-current liabilities
- - 19,000
Non-current net assets
8,830 1,360,255 1,351,794
Net assets
(2,391,289) 951,957 839,761
(1,171,732) 466,459 411,483
Summarised statement of comprehensive income
Revenue
93,952 706,361 1,230,449
Loss for the year
(383,935) 112,195 509,233
Other comprehensive income
- - -
Total comprehensive loss
(383,935) 112,195 509,233
(188,128) 54,976 249,524
Summarised cash flows
Cash flows from operating activities
(325,114) 33,865 388,901
Cash flows from investing activities
- (13,174)(1,905)
Cash flows from financing activities
335,640 (40,783)(385,911)
10,526 (20,092) 1,085
AFC Longview Limited
2025
NZ$
64,137
2,618,124
(2,553,987)
7,191
(2,546,796)
Net Assets attributed to non-
controlling interest
(1,247,930)
7,191
34,727
-
Thenon-controllinginterestinAFCBiotechnologyManufactureCoLimitedandAFCLongviewLimitedaresetout
below. The amounts stated are before any inter-company eliminations.
-
(155,507)
Loss allocated to non-controlling
interest
AFC Biotechnology Manufacture
(155,507)
(305,046)
-
304,370
Net increase/(decrease) in cash
and cash equivalents(676)
(76,198)
AFC Group Holdings Limited Annual Report 2025
Page 42

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
7.
NON-CONTROLLING INTEREST (continued)
AFC Longview Limited
54,976 57,219
AFC Biotechnology Manufacture Co Limited
(76,198)(79,309)
(21,222)(22,089)
AFC Longview Limited
249,524
259,709
AFC Biotechnology Manufacture Co Limited
(188,128)
(195,807)
61,396 63,902
20252024
NZ$NZ$
AFC Longview Limited
Opening Balance 411,484 161,960
Loss and total comprehensive loss attributed to non-controlling interest
54,976 249,524
466,460 411,484
AFC Biotechnology Manufacture Co Limited
Opening Balance (1,149,251)(961,123)
Loss and total comprehensive loss attributed to non-controlling interest
(76,198)(188,128)
(1,225,449)(1,149,251)
Total effect of non-controlling interest
(758,989)(737,767)
8.CASH AND CASH EQUIVALENTS
20252024
NZ$NZ$
Cash at bank and on hand 3,760 26,181
Total cash and cash equivalents 3,760 26,181
112,195
(155,507)
(43,312)
31 March 2024
509,233
(383,935)
125,298
TheeffectontheequityattributabletotheownersofAFCLongviewLimitedandAFCBiotechnologyManufactureCo
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.
Theeffectontheprofitandlossattributabletonon-controllinginterestandtotheequityholdersoftheparentofAFC
Longview Limited and AFC Biotechnology Manufacture Co Limited is summarised as follows:
Total comprehensive loss
for the year
Profit/(Loss)
allocated to non-
controlling interest
Loss allocated to the
equity holders of the
parent
31 March 2025
AFC Group Holdings Limited Annual Report 2025
Page 43

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
9.TRADE, OTHER AND RELATED PARTY RECEIVABLES
20252024
Note
NZ$NZ$
Trade receivables - third parties 294 14,460
Trade receivables - related parties
20
108,000 -
108,294 14,460
Allowance for impairment losses - (14)
Total trade and related party receivables
108,294 14,446
Analysis of trade and related party receivables
Current
294 -
Past due 0-30
54,000 14,460
Past due 31-90
54,000 -
Past due more than 90
- -
108,294 14,460
20252024
NZ$NZ$
Movement in the allowance for impairment losses
Opening Balance 1 April
14 8
Reversal of prior year provision
(14)(8)
- 14
- 14
Charge for the financial year
Thedirectorsconsiderthatthereisnomaterialdifferencebetweenthecarryingvalueandfairvalueoftradedebtors
andrelatedpartyreceivables.TheGroup'smanagementconsidersthatallfinancialassetsthatarenotimpairedor
pastdueforeachofthereportingdatesunderreviewareofgoodcreditquality.Thedirectorsalsoconsiderthatthe
receivables that are past due and not impaired are fully recoverable.
TheGroupestablishesanallowanceforimpairmentthatrepresentsitsestimateofexpectedlossesinrespectoftrade
and related party receivables.

Thegroupappliesbothaspecificlosscomponentandacollectivelosscomponentindeterminingtheallowancefor
impairment.Thespecificlosscomponentconsidersandrelatestoindividuallysignificantexposuresandthecollective
losscomponentisbasedonexpectedlossesthatareestablishedforgroupsofsimilarassets.Thecollectiveloss
allowanceisdeterminedbasedonhistoricaldataofpaymentstatisticsforsimilarfinancialassets.TheGroupalso
considersotherforwardlookingeconomicfactorsindeterminingtheimpairmentoftrade,otherandrelatedparty
receivables.
Tradedebtorsarenon-interestbearingandreceiptisnormallyon30daysterms.Relatedpartyreceivablesarenon-
interest bearing and repayable on demand as disclosed in note 20.
Closing Balance 31 March
AFC Group Holdings Limited Annual Report 2025
Page 44

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
10.Current Investments
20252024
NZ$NZ$
20,223
-
20,223 -
11.PREPAYMENTS AND OTHER CURRENT ASSETS
20252024
NZ$NZ$
Prepayment of expenses
78,733 61,663
Taxation receivable
675 305
GST receivable
- 20,881
79,408 82,849
12.INVENTORIES
20252024
NZ$NZ$
Work in progress
150,393 155,078
Finished goods
416,327 506,226
Provision for inventory
(262,816)(208,748)
Total Inventories
303,905 452,556
20252024
NZ$NZ$
Provision for closing stock
(208,748)(257,263)
(54,068) -
- 48,515
(262,816)(208,748)
The fair value of agricultural produce as at the point of harvest was $2,014 (2024: $2,511).
PrepaymentofinventoryisrequiredtosecuretheproductionofspecificinventoryitemsproducedtotheGroup's
specification.
Released to profit and loss
Closing provision for closing stock
Inventory of $262,816 has been expensed and written down to net realisable value/lower of cost (2024: $208,748).
Assessingwritedownsforinventoryobsolescenceandnetrealisablevalueinvolvesmakingestimatesandjudgements
in relation to future selling prices between the most recent store stock counts and reporting date.
Opening provision for inventory
Increase provision for inventory
Short term deposit
Total current Investments
The carrying amount current investments approximates their fair value.
The short term deposit with ANZ earns interest at the time deposit rate.
AFC Group Holdings Limited Annual Report 2025
Page 45

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
13.
PROPERTY, PLANT AND EQUIPMENT
Land Buildings
Land
Improvemen
t
Plant &
Equipment
Motor
Vehicles
Computer
Equipment
Fixture &
Fittings,
Office
Equipment
Bearer
Plants -
Grape Vines
WIP-
Mobile
Building
Total
NZ$NZ$NZ$NZ$NZ$NZ$NZ$NZ$NZ$
Year ended 31 March 2024
Cost
Cost as at 1 April 2023
320,000 905,200 50,000 303,949 76,135 19,159 32,447 80,000 -
1,786,890
Additions
- - - 1,906 - 1,645 - -
-
3,551
Disposal
- - - - - - - -
-
-
Cost as at 31 March 2024
320,000 905,200 50,000 305,854 76,135 20,804 32,447 80,000 -
1,790,441
Accumulated Depreciation
- (14,477) - (229,744)(66,043)(17,130)(28,700)(33,647) -
(389,742)
- (1,901) - (8,616)(1,304)(1,357)(1,324)(3,477) -
(17,979)
Disposal
- - - - - - - - -
-
- (16,378) - (238,360)(67,348)(18,487)(30,025)(37,123) - (407,721)
Carrying Amount
Cost
320,000 905,200 50,000 305,854 76,135 20,804 32,447 80,000 -
1,790,441
- (16,378) - (238,360)(67,348)(18,487)(30,025)(37,123) -
(407,721)
320,000 888,822 50,000 67,494 8,787 2,317 2,423 42,877 -
1,382,719
Year ended 31 March 2025
Cost
Cost as at 1 April 2024
320,000 905,200 50,000 305,854 76,135 20,804 32,447 80,000 -
1,790,441
Additions
- - - - 3,174 - - - 85,885
89,059
Disposal
- - - - - - - - -
-
Impairment
- - - - - - - - -
-
Cost as at 31 March 2025
320,000 905,200 50,000 305,854 79,309 20,804 32,447 80,000 85,885
1,879,500
Accumulated Depreciation
- (16,378) - (238,360)(67,348)(18,487)(30,025)(37,123) -
(407,721)
- (1,787) - (7,794)(1,902)(1,158)(648)(3,216) -
(16,505)
- - - - - - - - -
-
- - - - - - - - -
-
- - - - - - - -
-
- (18,166) - (246,155)(69,249)(19,645)(30,673)(40,339) - (424,226)
Carrying Amount
Cost
320,000 905,200 50,000 305,854 79,309 20,804 32,447 80,000 85,885
1,879,500
- (18,166) - (246,155)(69,249)(19,645)(30,673)(40,339) -
(424,226)
320,000 887,034 50,000 59,700 10,060 1,159 1,775 39,661 85,885
1,455,273
BearerplantsconsistofgrapevinesonourvineyardshereinNewZealand.Asat31March2025,theGrouphadgrapevinesplantedon4.22productivehectaresof
land (2024: 4.22 hectares).
Accumulated Depreciation
at 1 April 2023
Accumulated Depreciation
at 31 March 2024
Accumulated Depreciation
Carrying Amount 31
March 2024
Depreciation charge for the
year
Accumulated Depreciation
Carrying Amount 31
March 2025
Accumulated Depreciation
at 1 April 2024
Depreciation charge for the
year
Accumulated Depreciation
at 31 March 2025
Impairment
Disposal
Prior period correction
AFC Group Holdings Limited Annual Report 2025
Page 46

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
14.RIGHT-OF-USE ASSETS
14.1Right-of-use assets
Year ended 31 March 2024
BuildingsTotal
At 1 April 2023
84,710 84,710
Depreciation
(40,661)(40,661)
At 31 March 2024
44,049 44,049
Year ended 31 March 2025
BuildingsTotal
At 1 April 2024
44,049 44,049
Effect of modification to lease terms
155,313 155,313
Depreciation
(40,661)(40,661)
At 31 March 2025
158,701 158,701
14.2Lease liabilities
Year ended 31 March 2024
BuildingsTotal
At 1 April 2023
90,567 90,567
Lease interest
7,643 7,643
Lease payments
(47,632)(47,632)
At 31 March 2024
50,578 50,578
Lease liabilities
Current lease liabilities
45,698 45,698
Non-current lease liabilities
4,879 4,879
Total lease liabilities
50,578 50,578
Year ended 31 March 2025
BuildingsTotal
At 1 April 2024
50,578 50,578
Lease interest
3,363 3,363
Lease payments
(49,063)(49,063)
Effect of modification to lease terms
155,313 155,313
At 31 March 2025
160,192 160,192
Lease liabilities
Current lease liabilities
44,936 44,936
Non-current lease liabilities
115,256 115,256
Total lease liabilities
160,192 160,192
Short-term leases and leases for low value assets
ThegroupleasesapropertyinNewZealand.Theperiodicrentisfixedovertheleasetermforthepropertylease.The
group extended the lease to 30 April 2028 in March 2025. The lease modification was recorded.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term
leaseswithtermsof12monthsorlessandleasesoflow-valueassets.Leasepaymentsontheseassetsareexpensed
toprofitorlossasincurredonastraightlinebasis.Thegroup'sshort-termleasesandleasesoflowvalueassetsinclude
small office equipment such as eftpos equipment.
AFCGroupLimitedhasprovidedaguaranteewithANZinfavourofthelandlordoftheleasedpremisesfor$37,345
(2023:nil).
AFC Group Holdings Limited Annual Report 2025
Page 47

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
14.RIGHT-OF-USE ASSETS (continued)
Short-term leases and leases for low value assets (continued)
20252024
NZ$NZ$
Lease of eftpos equipment
155 165
15. BIOLOGICAL ASSETS

Biological assets comprise the grape fruit bunches growing on the grape vines.
20252024
Carrying value of biological assets
NZ$NZ$
- -
Movements in Period
Additions at fair value
2,014 2,511
Transfer of harvested fresh fruit bunches to inventory
(2,014)(2,511)
- -
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:
Opening Balance
TheCompanygrowsgrapestouseintheproductionofwine,aspartofnormaloperations.Vineyardsarelocatedin
Whangarei, New Zealand. Grapes are harvested between February and March each year.
Duringtheyearended31March2025,theGroupharvestedgrapesequalto565litresofwine(2024:698litres).The
Companydidnotpurchaseanywinefromindependentthirdpartygrowers(2024:$nil).Thegrapesharvestedare
adjustedtofairvalueatthepointofharvestandanyadjustmenttobringthecostofsalestofairvalueisrecognisedin
inventory and cost of sales.
TheGroupisexposedtofinancialrisksinrespectofagriculturalactivity.TheagriculturalactivityoftheCompany
consistsofthemanagementofvineyardstoproducegrapesforuseintheproductionofwine.Theprimaryfinancialrisk
associatedwiththisactivityoccursduetothelengthoftimebetweenexpendingcashonthepurchaseorplantingand
maintenanceofgrapevinesandonharvestinggrapes,andultimatelyreceivingcashfromthesaleofwinetothird
parties.TheCompany'sstrategytomanagethisfinancialriskistoactivelyreviewandmanageitsworkingcapital
requirements.Thequalityandquantityofthegrapeharvestisdependentonseasonalclimaticfactorssuchasrainfall,
sunshine and temperature, including frosts.
Balance as at 31 March
Refer to the segment reporting disclosure in note 24 for details on the vineyard and winery.
AFC Group Holdings Limited Annual Report 2025
Page 48

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
16.INTANGIBLE ASSETS
TrademarksTotal
NZ$NZ$
Year ended 31 March 2024
Cost
Cost as at 1 April 2023
1,500
1,500
Cost as at 31 March 2024
1,500 1,500
Accumulated Amortisation
(942)(942)
(150)(150)
(1,092)(1,092)
Carrying Amount
Cost
1,500
1,500
(1,092)(1,092)
408 408
Year ended 31 March 2025
Cost
Cost as at 1 April 2024
1,500
1,500
Cost as at 31 March 2025
1,500 1,500
Accumulated Amortisation
(1,092)(1,092)
(150)(150)
(1,242)(1,242)
Carrying Amount
Cost
1,500
1,500
(1,242)(1,242)
258 258
Carrying Amount 31 March
2024
Accumulated amortisation at
1 April 2024
Accumulated amortisation
Accumulated amortisation at
1 April 2023
Accumulated amortisation
as at 31 March 2024
Amortisation for the year
Accumulated amortisation
as at 31 March 2025
Amortisation for the year
Accumulated amortisation
Carrying Amount 31 March
2025
Theamortisationchargeof$150(2024:$150)isrecognisedunderadministrationexpensesintheStatementof
Comprehensive Income.
AFC Group Holdings Limited Annual Report 2025
Page 49

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
17.TRADE, OTHER AND RELATED PARTY PAYABLES
20252024
NoteNZ$NZ$
Trade creditors
173,930 97,807
Accruals
169,786 125,372
Related party payables20
1,262,524 1,215,371
Other payables
21,941 19,254
GST payable
31,428 -
1,659,609 1,457,804
18.BORROWINGS
20252024
$$
Small business cashflow loan
66,447 66,447
Other (Insurance expense financing)
- -
66,447 66,447
Current
56,447 37,447
Non-current: Between one and five years
10,000 29,000
66,447 66,447
TherelatedpartyadvanceswithNZSilverayGroupLimited,HaoLongandShuangXiaareinterestbearingadvances
with interest being charged at 10.08% - 13.70% per annum for outstanding amounts.
ThenormaltradecredittermsgrantedtotheGrouprangefrom30to90days.Thetradecreditorsareunsecuredand
non-interestbearing.Thecarryingamountdisclosedaboveisareasonableapproximationoffairvalue.Refertonote20
for related parties.
The carrying amount of the borrowings is considered to be a reasonable approximation of the fair value.
Borrowingsareinitiallyrecognisedatfairvalueplustransactioncostsincurred.Borrowingsaresubsequentlymeasured
atamortisedcost.Anydifferencebetweentheproceeds(plustransactioncosts)andtheredemptionamountis
recognisedintheincomestatementovertheperiodoftheborrowingsusingtheeffectiveinterestmethod.TheSmall
businesscashflowloansareclassifiedasnon-currentliabilitiesastheGrouphasarighttodefersettlementofthe
liability 12 months after the balance sheet date.
TheSmallBusinessCashflow(Loan)Scheme(SBCS)hasbeenintroducedtosupportbusinessesimpactedbyCovid-
19.Thefinalrepaymentdatebeingfiveyearsafterthereceipt.Theloansaresubjecttoanannualinterestrateof3%
fromthedatetheloanismadeavailable.Interestwillnotbechargediftheloanisfullyrepaidwithin2years.Thedefault
interest rate is 13.88% per annum.
AFC Group Holdings Limited Annual Report 2025
Page 50

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
19.
NET CASH OUTFLOW FROM OPERATING ACTIVITIES
The reconciliation of net profit / (loss) with cash outflow from operations is as follows:
20252024
Note
NZ$NZ$
Loss before taxation
(184,806) 53,911
Adjustment for non cash items
Amortisation and impairment of intangible assets16
150 150
Depreciation of property, plant and equipment13
16,505 17,979
Depreciation of right-of-use assets14
40,661 40,661
Impairment of property, plant and equipment13
- -
Revaluation adjustment on inventory
103,581 77,341
8,688 2,772
Doubtful debts
(14) 6
Provision for closing stock
54,068 (48,515)
Adjustment for movements in working capital items
Trade and other receivables
14,166 (6,230)
Inventories
(94,883)(166,656)
Prepayments and other current assets
3,441 (13,608)
Related party receivable
(108,000) 2,624
Trade and other payables
154,652 (8,784)
Related party payables
(283,906)(48,900)
Net cash outflow from operating activities
(275,697)(97,249)
20.RELATED PARTIES
Related Parties:
JFC Group LtdCompany associated with director, Jianfeng Chen
Company associated with Chairman, Mr Yang Xia
Company associated with Chairman, Mr Yang Xia
Australasian International Group Ltd
Company associated with Chairman, Mr Yang Xia
Foreign exchange differences
Relatedpartytransactionshavearisenwhereaperson(s)hascontrolorsignificantinfluenceoverthereportingentityor
wheretwoentitiesarecontrolledorjointlycontrolledbyaperson(s)thathascontrolorsignificantinfluenceoverthe
reporting entity.
Company associated with Chairman, Mr Yang Xia
Bo Xian Cao
Director of company and subsidiary
E Way Holdings Group Ltd
Company associated with director, Mr Bo Xian Cao
Guangdong Farmside International Trading Co. Ltd
Hao Long
Howard & Co Consulting and Advisory Services LtdCompany associated with Mr Hao Long
Former director of subsidiary, senior employee of AFC
Anhui Asin Supply Chain Co. Ltd
Anhui Asin International Trade Co. Ltd
AFC Group Holdings Limited Annual Report 2025
Page 51

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
20.RELATED PARTIES (continued)
Related Parties (continued):
Suncare Nutrition (NZ)
Jianfeng Chen
Related party balances
The following balances were held with related parties at year end.
31 March31 March
20252024
$$
Related Party Payables
56,024 54,399
9,004 119,094
- 104,803
- 60,000
- 3,057
12,075 12,075
- 10,638
1,180,381 851,305
5,040 -
1,262,524 1,215,371
Advance
Shuang Xia
Management fees & salary
Director of company and subsidiary
NZ Silveray Group Ltd
Director of company (resigned October 2022)
Company's major shareholder
Qiang Li
Advance
Nature of Transactions
New Zealand National Trade LtdCompany associated with former director, Mr Qiang Li
Howard & Co Consulting and Advisory Services Ltd
Director of company
Company associated with director, Mr Jianfeng Chen
Shuang XiaDirector of company
The related parties payables are unsecured and repayable on demand. There is no collateral or guarantees for related parties
payables. Related parties payables for purchases of goods, sales incentive, directors fees and management fees are non-
interest bearing.
During the financial year, the AFC Group received a total of NZ$306,639.74 in debt forgiveness from related parties, of which
$115,023.74 was forgiven by Australasia International Group Limited and $191,616.00 was forgiven by Guangdong Farmside
International Trading Co. Limited. The debt waivers are intended to support the development of the AFC Group while
protecting the long-term strategic relationship between the two parties.
The related party advances with NZ Silveray Group Limited, Shuang Xia and Hao Long(repaid during the year) are interest
bearing advances. Most which bore interest at 10.08% per annum on the advances outstanding and and there was an
advance of $300,000 from NZ Silveray group Limited with an interest rate of 13.70% per annum. Advances from Guangdong
Farmside International Trading Co.Limited are non interest bearing.
Anhui Asin International Trade Co. Ltd
Australasian International Group Ltd
Guangdong Farmside International Trading Co. Ltd
Guangdong Farmside International Trading Co. Ltd
Hao Long
NZ Silveray Group Ltd
Purchases of goods
Advances
Advance
Yang Xia
Purchases of goods
Purchase of goods and
services
New Zealand National Trade LtdDirector fees
Company associated with former director, Mr Qiang Li
Ex space Ltd
AFC Group Holdings Limited Annual Report 2025
Page 52

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
20.RELATED PARTIES (continued)
Related party balances (continued):
31 March31 March
20252024
$$
Related Party Receivables
108,000 -
108,000 -
Year ended Year ended
20252024
Related party transactions$$
Sales of products or services provided to the following:
NZ Silveray Group Limited 280,739 730,100
Howard & Co Consulting and Advisory Services Limited - 7,670
Ex space limited- 457,742
412,174 56,700
Anhui Asin International Trade Co. Ltd- 34,975
692,913 1,287,187
Anhui Asin International Trade Co. Ltd- 40,821
- 115,675
- 169,565
Guangdong Farmside International Trading Co., Ltd 49,000 49,000
JFC Group Limited130,435 -
62,917 161,200
242,351 536,261
Interest paid or credited on related party balances:
Shuang Xia
40 -
Hao Long
713 4,075
NZ Silveray Group Limited - on advances
118,470 54,578
119,223 58,653
Sale of products JFC Group Limited
Ex space limited
NZSilveray Group Limited have agreed that they willnot becallinguponthe group for the repaymentofthe above payables
balancesas at 31March2025for a periodof atleast12months from the dateofsigning the31March2025financial
statements, or to such a point in time as the group has the liquidity to settle these liabilities.
Anhui Asin Supply Chain Co. Ltd
The related parties receivables arenoninterest bearing, unsecuredandrepayableondemand. Thereisnocollateralor
guarantees for related parties receivables. Sales madetorelated partiesin China are madeonextended terms with payment
due 3 months from the date the goods are received by the related party.
Purchases from the following for services or products provided:
Howard & Co Consulting and Advisory Services Limited
JFC Group Limited
Nature of Transactions
AFC Group Holdings Limited Annual Report 2025
Page 53

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
20.RELATED PARTIES (continued)
Key Management Personnel
MarchMarch
20252024
$$
Salaries and other short-term benefits
127,925 160,250
Directors' fees
- -
127,925 160,250
Director received no salaries and director fee in FY2025 (2024: $nil).
21.COMMITMENTS
The Group has no capital commitments as at 31 March 2025 (2024: $nil).
22.FINANCIAL INSTRUMENTS
Categories of financial assets and liabilities
Financial
assets at
amortised
cost
Financial
liabilities at
amortised cost
Total
NZ$NZ$NZ$
Financial Assets:
Cash and cash equivalents
3,760 - 3,760
Trade and related party receivables
108,294 - 108,294
Current investments
20,223 - 20,223
Total financial assets
132,277 - 132,277
Financial liabilities:
Trade and other payables
-
1,588,048 1,588,048
Borrowings
-
66,447 66,447
Lease liabilities
-
160,192 160,192
Total financial liabilities
- 1,814,687 1,814,687
Financial Assets:
Cash and cash equivalents
26,181 - 26,181
Trade and related party receivables
14,446 - 14,446
Total financial assets
40,627 - 40,627
Financial liabilities:
Trade and other payables
- 1,457,804 1,457,804
Borrowings
- 66,447 66,447
Lease liabilities
- 50,577 50,577
Total financial liabilities
- 1,574,828 1,574,828
31 March 2024
The fair value of the financial instruments of the Group approximates their carrying value.
Thecarryingamountspresentedinthestatementoffinancialpositionrelatetothefollowingcategoriesofassetsand
liabilities:
31 March 2025
Keymanagementpersonnelaredefinedasthosepersonshavingauthorityandresponsibilityforplanning,directingand
controllingtheactivitiesoftheGroup,directlyorindirectly,andincludethedirectorsandtheChiefExecutive.Remuneration
paid to key management personnel is as follows:
AFC Group Holdings Limited Annual Report 2025
Page 54

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
22.FINANCIAL INSTRUMENTS (continued)
Categories of financial assets and liabilities(continued)
The specific financial risks that the Group is exposed to are discussed below.
Capital management
Credit risk
The values in the statement of financial position are also the maximum credit risk exposure.
Credit risk concentration profile
Exposure to credit risk
The exposure of credit risk for trade and other receivables by geographical region is as follows:
20252024
NZ$NZ$
China
- -
108,294 14,446
Total trade and related party receivables
108,294 14,446
New Zealand
ThecapitalstructureoftheGroupconsistsofequityattributabletoequityholdersoftheparent,comprisingofissued
capitalandretainedearnings.TheGroup'scapitalincludessharesnetofaccumulatedlosseswithtotalshareholders'
fundsequalto$243,574(2024:$428,380).Therelatedpartyadvancesof$1,185,421(2024:$914,362)includedinthe
Group'scapitalstructurearedisclosedinnote20.Asthereisnocollateralovertherelatedpartyadvances,the
maximum exposure is represented by the carrying amount of the payables as at the end of the reporting period.
TheuseoffinancialinstrumentsexposestheGrouptocredit,interestrateandliquidityrisks.TheGroup'soverallrisk
management programme seeks to minimise potential adverse effects on the Group's financial performance.
The Group is not subject to any externally imposed capital requirements.
TheBoardreviewstheGroup'scapitalstructureregularly.ThecapitaloftheGroupismonitoredtoensureequityholder
objectivesaremet,theprimaryofwhichistoensuretheGroupprovidesaconsistentreturntoitsequityshareholders
throughacombinationsofcapitalgrowthanddistributions.TheGroupmanagesitscapitaltoensuretheentitiesinthe
Group will be able to continue as going concerns.
AstheGroupdoesnotholdanycollateral,themaximumexposuretocreditriskisrepresentedbythecarryingamountof
the financial assets as at the end of the reporting period.
TheGroup'sconcentrationsofcreditriskrelatetoonebalanceowingasatbalancedate.One(1)amountisowingfrom
acustomerwhichconstitutes99.7%ofthetotaltradereceivablesasattheendofthereportingperiod，whichisowing
bytherelatedpartycustomer(JFCGroupLimited)asattheendofthereportperiod.(2024:Notradereceivablesand
related party receivables related to the Groups' related party customers).
Financialinstrumentswhichpotentiallyaresubjecttocreditriskprincipallyrelatetobankaccounts,loansreceivable,
tradereceivablesandotherreceivables.TheGroup'sexposuretocreditriskarisesfrompotentialdefaultofthe
counterparty.Thebankaccountsareplacedwithhighcreditqualityfinancialinstitutions.TheCompanyperformscredit
evaluationsonallcustomersrequiringadvances.TheCompanygenerallyrequirescollateralorothersecuritytosupport
loans advanced. The board and management on a regular basis assess all receivables.
AFC Group Holdings Limited Annual Report 2025
Page 55

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
22.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:
20252024
NZ$NZ$
Not past due
294 -
Past due 0-30
54,000 14,446
Past due 31-90
54,000 -
Total trade and related party receivables
108,294 14,446
Expected credit loss assessment as at 1 April 2024 and 31 March 2025
Interest rate risk
Liquidity risk
TheGroupexposuretointerestrateriskisminimalastheinterest‑bearingfinancialinstrumentscarryfixedinterestrates
and are measured at amortised cost. As such, sensitivity analysis is not disclosed.
TheGrouprecognisednoimpairmentlossesontrade,otherandrelatedpartyreceivables(2024:$14)basedonthe
expected loss model assessment under NZ IFRS 9.
Thisincludesassessingandallocatingexpectedlossratesbasedonhistoricaldataandtrendsusinglossratesthatare
calculatedusingactualcreditlossesexperiencedforthe2024and2025years.Theseratesarealsoadjustedforfactors
suchaseconomicconditions,externalratings,cashflowprojectionsandotherinformationavailablethatimpactsthe
customersoftheGroup.TheGrouphasusedunemploymentratesandinflationratesfortheassessmentand
calculation of the expected loss.
TheGrouphasalsoassessedandincludedspecificexpectedlossesamountsrelatingtospecificcustomerswherethere
are indications that the customer is not expected to be able to pay their outstanding balances.
Liquidityriskarisesmainlyfromgeneralfundingandbusinessactivities.TheGrouppracticesprudentriskmanagement
by maintaining sufficient cash balances and the availability of funding through certain committed credit facilities.
TheGroupbelievethatnofurtherimpairmentallowanceisnecessaryinrespectoftradeandrelatedpartyreceivables.
Theyaresubstantialcompanieswithgoodtrackrecords.Thisyear100%ofthereceivablesthatarepastduerelateto
amounts owing by one customer.
InterestrateriskiswheretheriskoflosstotheGroupfromadversechangesininterestrates.TheGroupexposureto
interestratechangesthatcanaffecttheperformanceoftheoperationrelatesprimarilytochangesinfixedratesatthe
time term loans are renegotiated.
AFC Group Holdings Limited Annual Report 2025
Page 56

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
22.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 $
310,671 14,853 - - 325,524
Related party payables
- 282,075 980,449 - 1,262,524
Borrowings
56,447 - - 10,000 66,447
Lease liabilities
21,904 23,032 51,374 63,882 160,192
389,023 319,960 1,031,823 73,882 1,814,687
224,017 14,853 - - 238,870
Related party payables
10,638 957,240 247,493 - 1,215,371
Borrowings
26,523 6,631 4,293 29,000 66,447
Lease liabilities
17,263 28,435 4,879 - 50,577
278,441 1,007,159 256,665 29,000 1,571,265
Interest rate risk profile
At the reporting date the interest rate profile of interest-bearing financial instruments was:
20252024
NZ$NZ$
Fixed interest instruments
Financial assets
- -
Financial liabilities
(1,412,061)(971,386)
Total
(1,412,061)(971,386)
The Financial assets and liabilities are fixed for various terms.
Fair value of financial assets and liabilities
TheGroupconsidersexpectedcashflowsfromfinancialassetsinassessingandmanagingliquidityrisk,inparticularits
cash resources, trade receivables and the provision of funding from related parties and bank loan facilities.
Thefairvalueoffinancialassetsandfinancialliabilitiesaredeterminedusingstandardtermsandconditionsofthe
relevantinstruments.Themethodusedindeterminingthefairvaluesoffinancialinstrumentsarediscussedinnote1.13
and 1.14.
2024
Financial Liabilities
Trade creditors and other
payables
2025
Thefollowingtablesetsoutthematurityprofileofthefinancialliabilitiesasattheendofthereportingperiodbasedon
contractualundiscountedcashflows(includinginterestpaymentcomputedusingcontractualratesor,iffloating,based
on the rate at the end of the reporting period):
Financial Liabilities
Trade creditors and other
payables
AFC Group Holdings Limited Annual Report 2025
Page 57

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
23. INVESTMENT IN SUBSIDIARIES
Name of subsidiaryPrincipal activity
20252024
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.
24.SEGMENT REPORTING
Vineyard and winery
Manufacturing
AFC Biotechnology Manufacture Co Limited which manufactures cosmetic face masks.
TheGroupoperatesinanumberofbusinesssegmentsinNewZealand.TheGrouphasdetermineditsoperating
segmentsintothreesegments,namelyinternationalmarketinganddistribution,vineyardandwineryandmanufacturing.
ThesesegmentsreflectthedifferenttypeofindustrysectorswithinwhichtheGroupoperates.TheCompanyis
considered to be in the corporate operating segment.
Information regarding the operations of each reportable operating segment is included below.
Refertonote7forfurtherdetailsofnon-controllinginterestsinAFCLongviewLimitedandAFCBiotechnology
Manufacture Co Limited.
AFC GoGlobal Ecommerce Limited Non-Trading
AFC Education Investment Limited Non-Trading
Source and distribute
goods to China
AFCLongviewLimited,avineyardandwinerybasedinWhangareiwhichproducesandsellsanumberofvarietalsand
blends of wine.
TheGroup'soperatingsegmentsarereportedinamannerconsistentwiththeinternalreportingprovidedtothechief
operatingdecision-maker.Thechiefoperatingdecision-makeristhepersonorgroupthatallocatesresourcestoand
assessestheperformanceoftheoperatingsegmentsonanentity.TheGrouphasdeterminedtheGroup'sBoardof
Directorsasitschiefoperatingdecision-makerastheboardisresponsibleforallocatingresourcesandassessingthe
performanceoftheoperatingsegmentsandmakingstrategicandoperatingdecisions.Incomeandexpensesdirectly
associated with each segment are included in determining each segment's performance.
AFC Biotechnology Manufacture Co Limited Manufacturing
AFC Longview Limited
Ownership interest and voting rights
AFC International Trading Group Limited
AFC Group Holdings Limited Annual Report 2025
Page 58

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
24.SEGMENT REPORTING (continued)
Corporate
Year ended 31 March 2025
Vineyard and
winery Corporate

Manufacturin
g
Eliminations and
adjustments
Year ended 31
March 2025
NZ$NZ$NZ$NZ$NZ$
Operating Income
Operating Revenue
706,361 - 34,727 - 741,088
Other Revenue
78,081 184,254 246,640
(180,000) 328,975
Interest Income
2
314,921 46
(312,560) 2,409
Total Revenue
784,444 499,175 281,413 (492,560) 1,072,472
Cost of sales
244,528 - 119,364 - 363,892
Operating Expenses
Interest
69,019 134,106 237,417 (312,560) 127,982
- 150 - - 150
13,713 41,813 1,639 57,166
344,989 464,600 78,500 (180,000) 708,088
427,721 640,669 317,556 (492,560) 893,386
112,195 (141,494)(155,507) - (184,806)
Assets
Segment assets
1,693,003 6,671,514 71,328 (6,306,023) 2,129,822
Capital Expenditure
- - - - -
Segment Liabilities
741,046 2,099,100 2,618,124 (3,572,022) 1,886,248
TheGroup'staxationhasnotbeenallocatedtosegmentsandisincludedcentrally.Financinghasbeenallocatedto
segments.
Sales between the segments of the Group are made on in a similar manner to transactions with third parties.
No operating segments have been aggregated to form the above reportable operating segments.
Theoperationsofthissegmentincludeprovidingaccounting,managementandadministrationservicestoother
segmentsoftheGroup.AFCGoGlobalECommerceLimitedandAFCEducationInvestmentLimiteddidnottradeduring
the2025financialyearandhavebeenincludedunderthissegment.AFCInternationalTradingGroupLimited,which
sourcespackagedfoodproducts,cosmeticsandhealthproducts.NationalDairyGroupLimited,whichsourcesfood
products for distribution for China. National Dairy Group Limited was not trading during the 2025 financial year.
Depreciation
Amortisation and Impairment
losses
Total operating
expenses
Other expenses
Segment profit/ (loss)
before tax
AFC Group Holdings Limited Annual Report 2025
Page 59

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
24.SEGMENT REPORTING (continued)
Year ended 31 March 2024
Vineyard and
winery Corporate
Manufacturin
g
Eliminations and
adjustments
Year ended 31
March 2024
NZ$NZ$NZ$NZ$NZ$
Operating Income
Operating Revenue
1,230,449 -93,952-1,324,401
Other Revenue
11,309 275,414 -
(240,000)46,723
Interest Income
3
275,680 96
(274,696)1,083
Total Revenue
1,241,761 551,094 94,048 (514,696)1,372,207
Cost of sales
268,580 2,174 84,330 -355,084
Operating Expenses
Interest
66,789
77,524 205,685
(274,696)75,302
-150- - 150
14,314 41,839 2,487 58,640
382,845 500,794 185,481 (240,000)829,120
463,948 620,307 393,653 (514,696)963,212
509,233 (71,387)(383,935)- 53,911
Assets
Segment assets
1,622,323 6,273,571 120,429 (6,013,114)2,003,208
Capital expenditure
- - - - -
Segment liabilities
782,561 1,559,662 2,511,719 (3,279,113)1,574,828
20252024
NZ$ NZ$
(184,806)53,911
- -
(184,806)53,911
2,129,822 2,003,208
- -
2,129,822 2,003,208
1,886,248 1,574,828
- -
1,886,248 1,574,828
Segment profit/(loss) before
tax
Total operating expenses
Other expenses
Add: deferred tax asset
Total assets per Statement of Financial Position
Profit / (loss) before tax for operating segments
The eliminationsandadjustmentsofsegment profit, assetsandliabilitiesrelatetointercompany transactionsand
balances which are eliminated on consolidation.
Taxation benefit for the year
Profit / (loss) after taxation
Depreciation
Amortisation and
Impairment losses
Total liabilities for operating segments
Adjustments
Total liabilities per Statement of Financial
Position
Total assets for operating segments
AFC Group Holdings Limited Annual Report 2025
Page 60

AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
24.SEGMENT REPORTING (continued)
Geographical segments
Vineyard and
winery Corporate

Manufacturin
g
Eliminations and
adjustments Total
NZ$NZ$NZ$NZ$NZ$
China
276,454 - - - 276,454
New Zealand
429,907 - 34,727 - 464,634
Operating Revenue
706,361 - 34,727 - 741,088
China
730,100 - - - 730,100
New Zealand
500,349 - 93,952 - 594,302
Operating Revenue
1,230,449 - 93,952 - 1,324,402
All operations, assets, and liabilities were domiciled within New Zealand.
25.NET TANGIBLE ASSETS PER SHARE
20252024
NZ$NZ$
Total assets
2,129,822 2,003,208
Less right-of-use assets
158,701 44,049
Less intangible assets
258 408
Tangible assets
1,970,863 1,958,751
Less total liabilities
1,886,248 1,574,828
Add lease liabilities
160,192 50,577
Net tangible assets
244,807 434,500
Number of ordinary shares on issue
3,664,253,194 3,664,253,194
Net tangible assets / liabilities per share in NZ$
0.00006681 0.00011858
26.CONTINGENT LIABILITIES
The Group has no contingent liabilities at 31 March 2025 (2024: Nil).
27.EVENTS AFTER THE REPORTING PERIOD
The Group has no events after the reporting period that need to be disclosed.
Revenuefromexternalcustomersisattributedtogeographicalsegmentsonthebasisofthecountrythecustomeris
tradingin.RevenuesfromfiverelatedpartycustomersoftheGroup'sinternationalmarketing,vineyardand
manufacturing segments represented 97% (2023: 86%) of the Group's total operating revenue.
31 March 2025
31 March 2024
The net tangible assets and number of shares used in the calculation are as follows:
AFC Group Holdings Limited Annual Report 2025
Page 61

Auckland | Level 4, 21 Queen Street, Auckland 1010, New Zealand
Taurang
a | 145 Seventeenth Ave, Tauranga 3112, New Zealand
+64 9 366 5000
+64 7 927 1234
info@williambuck.co.nz
williambuck.com
William Buck is an association of firms, each trading under the name of William Buck
across Australia and New Zealand with affiliated offices worldwide.
*William Buck (NZ) Limited and William Buck Audit (NZ) Limited
Independent auditor’s report to the shareholders of AFC Group
Holdings Limited
Report on the audit of the consolidated financial statements
Disclaimer of opinion
We do not express an opinion on the accompanying consolidated financial statements of AFC Group
Holdings Limited(the Company) and its subsidiaries (the Group). Because of the significance of the
matter described in the Basis for disclaimer of opinionsection of our report, we have not been able to
obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on the consolidated
financial statements.
We were engaged to audit the consolidated financial statements of the Group, which comprise:
—the consolidated statement of financial position as at 31 March 2025,
—the consolidated statement of comprehensive income for the year then ended,
—the consolidated statement of changes in equity for the year then ended,
—the consolidated statement of cash flows for the year then ended, and
—notes to the consolidated financial statements, including material accounting policy information.
Basis for disclaimer of opinion
As disclosed in Note 1.6 to the financial statements the Group has several factors that give rise to a
material uncertainty that may cast significant doubt about the Group’s ability to continue as a Going
Concern. These factors include a net loss of $184,806 for the year ended 31 March 2025, net cash outflow
from operating activities of $275,697, cash at bank of $3,760 as at 31 March 2025 and a net current liability
of $1,245,402 as at 31 March 2025. Although the Group reported a positive equity position of $243,574 at
31 March 2025, the outcome of proposed revenue streams and the availability of shareholder support
remain uncertain. These uncertainties, together with challenges in generating positive cash flows in recent
years and the absence of adequate committed funding from shareholders, means we were unable to obtain
sufficient appropriate audit evidence to form an opinion on the Going Concern assumption adopted in the
preparation of the consolidated financial statements.

Page | 63
Other information
The directors are responsible for the other information. The other information comprises the information
included in the Group’s annual report for the year ended 31 March 2025, but does not include the
consolidated financial statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not
express any form of audit opinion or assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact.

We have nothing to report in this regard.
Directors’ responsibilities for the consolidated financial statements
The directors are responsible on behalf of the Group for the preparation and fair presentation of the
consolidated financial statements in accordance with New Zealand equivalents to International Financial
Reporting Standards (NZ IFRS), and for such internal control as the directors determine is necessary to
enable the preparation of consolidated financial statements that are free from material misstatement,
whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible on behalf of the Group for
assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the directors either
intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial
statements
Our responsibility is to conduct an audit of the Group’s consolidated financial statements in accordance with
International Standards on Auditing (New Zealand) and to issue an auditor’s report. However, because of
the matters described in the Basis for disclaimer of opinion section of our report, we were not able to obtain
sufficient appropriate audit evidence to provide a basis for an audit opinion on these consolidated financial
statements.

We are independent of the Group in accordance with Professional and Ethical Standard 1 International
Code of Ethics for Assurance Practitioners (including International Independence Standards) (New
Zealand) issued by the New Zealand Auditing and Assurance Standards Board, and we have fulfilled our
other ethical responsibilities in accordance with these requirements.

Other than in our capacity as auditor we have no relationship with, or interests in, the Group.

The engagement partner on the audit resulting in this independent auditor’s report is Bonita Swanepoel.

Page | 64
Restriction on distribution and use
This independent auditor’s report is made solely to the shareholders, as a body. Our audit work has been
undertaken so that we might state to the shareholders those matters which we are required to state to them
in the independent auditor’s report and for no other purpose. To the fullest extent permitted by law, we do
not accept or assume responsibility to anyone other than the shareholders, as a body, for our audit work or
for this independent auditor’s report.



William Buck Audit (NZ) Limited
Auckland, 30 June 2025

AFC GROUP HOLDINGS LIMITED
SHAREHOLDER AND STATUTORY INFORMATION
Rank
Holding%
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
%
476.88%57,7550.00%
9513.91%322,5780.01%
9614.06%701,1510.02%
22833.38%5,356,4120.15%
405.86%2,715,8920.07%
7310.69%13,708,2120.37%
243.51%16,355,6630.45%
8011.71%3,625,035,53198.93%
683100%3,664,253,194 100%
66797.66%3,662,709,38399.96%
Other
162.34%1,543,8110.04%
683100.00%3,664,253,194100.00%
10,000 - 49,999
New Zealand
Geographic Spread
500,000 – 9,999,999
100,000 – 499,999
50,000 - 99,999
1,000,000 – plus
The company is listed on the Alternative Market of the New Zealand Exchange (NZX).
Shareholder
2,000 - 4,999
1 - 1,999
Size of Holding
Largest Shareholders (As at 31 May 2025)
Spread of Shareholders (as at 31 May 2025)
5,000 - 9,999
AFC Group Holdings Limited Annual Report 2025
Page 65

AFC GROUP HOLDINGS LIMITED
SHAREHOLDER AND STATUTORY INFORMATION (continued)
Ordinary
Shares
Beneficially Held
Ordinary Shares
Beneficially Held
% Held% Held
2025202420252024
1,508,808,5171,508,808,51741.1841.18
451,043,376451,043,37612.3112.31
198,750,000198,750,0005.425.42
Lei Chen
180,000,000180,000,0004.914.91
Yinrui Shen
180,000,000180,000,0004.914.91
2,518,601,8932,518,601,89368.7368.73
AppointedResigned
13-Apr-15
-
16-Sep-22
-
Jianfeng Chen
25-Oct-22-
Independent directors
6-Jun-16
-
Zilei Wang
16-May-18
-
29-Mar-21
-
Shuang (Simon) Xia
-1,508,808,517
SharesShares
Beneficially Owned
Held Solely
Beneficially Owned Held by Associated
Persons
Bo Xian Cao-198,750,000
Yang Xia
Statement of Directors’ Security Holdings (as at 31 March 2025)
Bo Xian Cao
Jingwei Ma
This information reflects thecompany’srecordsanddisclosures madeundersection 280(1)(b)ofthe Financial Markets
Conduct Act 2013.
E Way Holdings Group Limited
Substantial Product Holders (as at 31 March 2025)
The total number of voting securities of the company on issue at 31 March 2025 was 3,664,253,194 paid ordinary shares.
NZ Silveray Group Limited
Wei Fang
During the year the board of directors comprised:
Non-executive directors
Yang Xia (Chairman)
Directors
Shares beneficially owned heldbyassociated persons forMrBoXian Cao comprise his interestasthe ownerofall the
shares in E Way Holdings Group Limited, which company is the holder of 198,750,000 shares.
MrXia’sshares beneficially owned heldbyassociated persons comprise his interestas anultimate shareholderin NZ
Silveray Group Limited, which company is the holder of 1,508,808,517 shares.
AFC Group Holdings Limited Annual Report 2025
Page 66

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 2025:
No donations were made during the period (2024: Nil)
Ex Space Limited
JFC Group Limited
Bo Xian Cao
Jianfeng Chen
Statement of Directors’ Security Holdings (as at 31 March 2025) (continued)
Anhui Asin International Trade Co. Ltd
Guangdong Farmside International Trading Co Limited
Anhui Asin Supply Chain Co. Ltd
National Dairy Group Ltd
NZ Silveray Group Limited
Australasian International Group Limited
Donations
The Directors of AFC Group Holdings Limited voluntarily received no director fee for the twelve months to 31 March 2025
to support the business development. No other remuneration or benefits were paid to directors during this period.
Employees Remuneration (Excluding Directors)
There was one employee who received remuneration in excess of $100,000 during the year.
Directors' Indemnity and Insurance
The Company has not arranged policies of Directors' Liability insurance. Directors are personally liable for obtaining
insurance to ensure that generally they do not incur no monetary loss as a result of action taken as directors.
Shuang Xia
NZ Silveray Group Limited
AFC Biotechnology Manufacture Co.,Ltd
Directors’ Remuneration and Other Benefits
There were no other securities transactions disclosed to the Board and entered into the Interests Register for the year to 31
March 2025
Yang Xia
AFC International Trading Group Limited
E Way Holdings Group Limited
AFC Group Holdings Limited Annual Report 2025
Page 67

AFC GROUP HOLDINGS LIMITED
CORPORATE INFORMATION
SOLICITORSAFC GROUP HOLDINGS LIMITED
Buddle Findlay New Zealand LawyersSecurity code: AFC
P O Box 1433Listed on NZX Market
Auckland 1140NZ Company number: 1799581
SHARE REGISTRAR HEAD OFFICE / REGISTERED OFFICE
Computershare Investor Services Limited AFC Group Holdings Limited
Level 2, 159 Hurstmere RoadLevel 15, Tower 2, 205 Queen Street
Private Bag 92-119Auckland 1010
Auckland 1142New Zealand
ACCOUNTANTS
RSM New Zealand (Auckland)TELEPHONE
PO Box 20427664-9-300-6268
Level 2, Building 5
62 Highbrook Drive, HighbrookWEBSITE
Auckland 2013www.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 2025
Page 68