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AFC Group Holdings Limited Releases2025 Interim Results

Half Year Results28 November 2025AFCFinancials

AFC GROUP HOLDINGS LIMITED
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS PERIOD ENDED 30 SEPTEMBER 2025

AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED REPORT CONTENTS

FOR THE SIX MONTHS PERIOD ENDED 30 SEPTEMBER 2025

Page

Financial Statements

Interim Consolidated Statement of Comprehensive Income 3

Interim Consolidated Statement of Financial Position 4

Interim Consolidated Statement of Changes in Equity 5

Interim Consolidated Statement of Cash Flows6

Notes to the Interim Consolidated Financial Statements

7 - 16

Corporate Information17

Interim Report September 2025

Page 2

AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2025

Unaudited Unaudited

6 Months6 Months

September 2025September 2024

$$

Operating Revenue

2

33,053 402,345

Cost of Sales(37,529)(110,810)

Gross profit(4,476)291,535

Other Income

2

4,788 21,633

Expenses

Selling and Distribution Expenses

3

(1,452)(59,456)

Administration Expenses

3

(280,760)(351,936)

(281,900)(98,224)

Finance Income

3,168 2,079

Finance Expense

(84,908)(60,767)

(81,740)(58,688)

Profit / (Loss) before income tax(363,640)(156,912)

Income tax

Net profit / (loss) for the period(363,640)(156,912)

Other comprehensive income- -

Total comprehensive income / (loss) for the period(363,640)(156,912)

Equity holders of the parent(237,333)(124,464)

Non-controlling interest(126,307)(32,448)

(363,640)(156,912)

Profit / (loss) per share:

Basic and Diluted Earning per share in NZ$

5

(0.00006477)(0.00003397)

Operating profit / (loss)

Profit/(loss) and Total Comprehensive Income/(Loss)

Attributable to:

The interim financial statements are to be read in conjunction with the notes to the financial statements set out on

pages 7 to 16.

Interim Report September

2025

Page 3

AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 SEPTEMBER 2025

Unaudited Audited

At 30 SeptemberAt 31 March

20252025

Note

$$

SHAREHOLDERS EQUITY

Issued share capital628,679,503 28,679,503

Accumulated losses(27,914,273)(27,676,940)

765,230 1,002,563

Non-controlling Interest(885,296)(758,989)

Total shareholders funds (120,066)243,574

Represented by:

CURRENT ASSETS

Cash and cash equivalents72,556

3,760

Trade, other and related party receivables9831

108,294

Current Investments10

20,223 20,223

Inventories8355,197

303,905

Prepayments and other current assets76,492

79,408

Total current assets455,299 515,590

NON-CURRENT ASSETS

Property, plant and equipment

111,470,611 1,455,273

Right-of-use assets

12132,966 158,701

Intangible assets and goodwill

183 258

Total non-current assets1,603,760 1,614,232

Total assets2,059,059 2,129,822

CURRENT LIABILITIES

Trade, other and related party payables 1,974,736 1,659,609

Lease liabilities12142,470 44,936

Short-term Loan32,919 56,447

Total current liabilities2,150,125 1,760,992

NON-CURRENT LIABILITIES

Borrowings

29,000 10,000

Lease liabilities12- 115,256

Total non-current liabilities29,000 125,256

Total liabilities2,179,125 1,886,248

Net assets (120,066)243,574

Total Equity attributable to shareholders

of the company

The interim financial statements are to be read in conjunction with the notes to the financial statements set

out on pages 7 to 16.

Interim Report September 2025

Page 4

AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2025

Issued Share

Capital

Accumulated

Loss

Equity

Holders

Non-

Controlling

Interests

Total

$ $ $ $ $

Balance as at 1 April 202428,679,503 (27,513,356) 1,166,147 (737,767) 428,380

Comprehensive income

Net loss for the financial period- (237,333) (237,333) (126,307) (363,640)

Other comprehensive income- - - - -

Total comprehensive income/(loss)- (237,333) (237,333) (126,307) (363,640)

Balance as at 30 September 2024 (unaudited)28,679,503 (27,750,689) 928,814 (864,074) 64,740

Balance as at 1 April 202428,679,503 (27,513,356) 1,166,147 (737,767) 428,380

Comprehensive income

Net loss for the financial year-(163,584) (163,584) (21,222) (184,806)

Other comprehensive income- - - - -

Total comprehensive income- (163,584) (163,584) (21,222) (184,806)

Balance as at 31 March 2025 (audited)28,679,503 (27,676,940) 1,002,563 (758,989) 243,574

Comprehensive income

Net loss for the financial period- (237,333) (237,333) (126,307) (363,640)

Other comprehensive income- - - - -

Total comprehensive income/(loss)- (237,333) (237,333) (126,307) (363,640)

Balance as at 30 September 2024 (unaudited)28,679,503 (27,914,273) 765,230 (885,296) (120,066)

The interim financial statements are to be read in conjunction with the notes to the financial statements set out on pages 7 to 16.

Interim Report September 2025

Page 5

AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2025

Unaudited Unaudited

6 Months6 Months

September 2024 September 2024

Note

$$

Cash flows from operating activities

Cash was received from:

Receipts from customers 31,021 31,352

Receipts from related parties109,495 283,379

Interest received3,168 2,079

Other receipts4,161 14,772

Cash was applied to:

Payments to suppliers and employees(337,439)(368,980)

Payments to related parties(76,958)(166,197)

Interest paid(2,979)(2,417)

Leases interest(7,618)(2,275)

Net cash inflow/(outflow) from operating activities(277,150)(208,287)

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- (3,174)

Net cash outflow from investing activities- (3,174)

Cash flows from financing activities

Cash was received from:

Proceeds from borrowings-

-

Receipts from related parties417,402

198,888

Cash was applied to:

Payments for lease liabilities principal

(142,083)(17,263)

Repayment borrowings

- -

Payments to related parties- -

Net cash inflow/(outflow) from financing activities275,319 181,625

(1,831)(29,836)

Foreign currency translation adjustment

627 6,861

Cash and cash equivalents at the beginning of the period

3,760 26,181

Cash and cash equivalents at the end of the period

72,556 3,206

Net increase/(decrease) in cash and cash equivalents

The interim financial statements are to be read in conjunction with the notes to the financial statements set out on

pages 7 to 16.

Interim Report September 2025

Page 6

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2025

1.ACCOUNTING POLICIES

REPORTING ENTITY

1.1Statement of compliance

1.2 Basis of preparation

1.3 Significant accounting policies

AFC GroupHoldingsLimited (the“Company”)is a company incorporatedanddomiciledin NewZealandandregisteredunderthe

CompaniesAct1993.The Companyislistedandits ordinary shares are quotedonthe NZX main board equity security market

(NZX main market)andthe addressesofits registered officeandprincipal placeofbusiness are disclosedinthe Corporate

Information sectionofthis report. The Companyis anFMC Reporting Entityunderthe Financial Markets ConductAct2013 andits

financial statements comply with the Companies Act 1993 and the Financial Markets Conduct Act 2013.

The interim consolidated financial statementsofAFC GroupHoldingsLimited for the six month periodended 30September2024

comprise the Companyandits subsidiaries (together referredtoasthe "Group"). For the purposesofcomplying with generally

accepted accounting practicein NewZealand ("NZ GAAP"), the Groupis a for-profit entity. The principal activityofthe Company

andthe Groupis toproduce, manufactureandpurchase food, health,andcosmetic products for distributionin NewZealandand

the Chinese markets. The Group also operates in the winery and vineyard industry which has manufacturing operations.

The condensed interim consolidated financial statements were approvedandauthorised for issuebythe directorson

____________. The directors are not able to amend the financial statements after issue.

The interim consolidated financial statements are preparedona cost basis except for financial assets which are carriedat

amortised cost. The interim consolidated financial statements for the Group are presentedin NewZealand dollars ($), whichis the

functional currencyof allentities within the Group. All financial informationhas beenroundedtothe nearestdollarunless otherwise

stated.

The preparationofthe interim financial statements requires managementtomake judgements, estimatesandassumptions that

affect the reported amountsin the interim financial statements. The estimatesandunderlying assumptions are basedonhistorical

experienceandadjusted for current market conditionsandother factors, including expectationsoffuture events that are considered

tobereasonableunderthe circumstances.If outcomes within the next financial period are significantly different from assumptions,

this could result in adjustments to carrying amounts of the asset or liability affected.

AFC GroupHoldingsLimitedhas appliedthe same accounting policiesandmethodsofcomputationinits interim consolidated

financial statements as were applied in the annual financial statements for the year ended 31 March 2025.

The interim financial statements areinrespectofthe six months period 1 April2025to30September2025.The comparative

periodis inrespectofthe six months period 1 April2024to30September2024.The year-end balance date willbe 31March2025

and full financial statements will cover the 12 months period 1 April 2024 to 31 March 2025.

These unaudited consolidated condensed interim financial statements(‘interimfinancialstatements’)havebeenpreparedin

accordance withNewZealand Generally Accepted Accounting Practiceandcomply with the requirementsofInternational

Accounting Standard (IAS)34Interim Financial ReportingandwithNewZealand EquivalenttoInternational Accounting Standard

(NZ IAS) 34 Interim Financial Reporting and the NZX Main Board Listing Rules.

The interim financial statementsdo notincludeallthe notesofthe type normally includedin an annualfinancial report. Accordingly,

these interim financial statements shouldbereadinconjunction with the audited consolidated financial statements for the period

ended 31March2025 and any publicannouncements madebythe Group during the interim reporting periodand uptothe dateof

these interim financial statements.

These consolidated financial statements havebeenpreparedinaccordance withNZGAAP. These consolidated financial

statements comply withNewZealand EquivalentstoInternational Financial reporting Standards ("NZ IFRS")andother applicable

Financial Reporting Standards, as appropriate for profit oriented entities.

Interim Report September 2025

Page 7

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2025

2.Revenue

September

2025

September

2024

NoteNZ$NZ$

Operating revenue

Sales - wine products6,388 375,519

Sales - cosmetic products26,630 26,713

Sales - other products35 113

Total operating revenue33,053 402,345

Other Income4,788 21,633

Total Other Income4,788 21,633

Total Income37,841 423,978

3.Expense

September

2025

September

2024

NoteNZ$NZ$

Included in Selling and Distribution Expenses

Business Events

- 2,730

Freight and Courier

1,452 1,662

Salaries and Sales Commission

- 55,063

Total Selling and Distribution Expenses

1,452 59,456

Included in Administration Expenses

Salaries

118,630 117,982

Consulting & Accounting

28,875 44,725

Audit Fees

34,840 35,251

Depreciation

26,286 21,217

Share Registry & listing Costs

11,804 18,534

Management fee

- 16,667

Storage fee

6,641 9,609

Rent

9,929 9,283

Licences & Subscriptions

11,926 9,285

Insurance

1,051 5,332

Other expenses

30,778 64,052

Total Administration Expenses

280,760 351,936

Finance costs:

Interest paid on borrowings from related parties77,290 56,075

Lease interest7,618 2,275

Other interest paid- 2,417

84,908 60,767

Profit / (Loss) before income tax has been

Interim Report September 2025

Page 8

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2025

4.INCOME TAX

5.EARNINGS PER SHARE

September

2025

September

2024

NZ$NZ$

Basic earnings per share

Profit/ (Loss) after taxation attributable to equity holders of the parent

(237,333) (124,464)

3,664,253,194 3,664,253,194

Basic and Diluted Earning per share in NZ$(0.00006477) (0.00003397)

6.AUTHORISED AND ISSUED SHARE CAPITAL

Balance as at 31 March 2024

Shares Issued

No.

$

Ordinary shares

Balance at 1 April 2024

Ordinary shares on issue3,664,253,194 28,679,577

Treasury shares

(37,082)(74)

Ordinary shares on issue at 1 April 2024 excluding treasury shares

3,664,216,112 28,679,503

Movement for 2025 financial year

Ordinary shares authorised and issued

- -

Ordinary shares on issue at 31 March 2025

3,664,216,112 28,679,503

Movement to 30 September 2025

Ordinary shares authorised and issued

- -

Ordinary shares on issue at 30 September 2025 excluding treasury shares

3,664,216,112 28,679,503

The Grouphas notissuedany newshares during the period. All ordinary shares issued are fullypaid.All ordinary shares

rankequallywithonevote attachedtoeach fullypaidordinary shareandhaveequaldividend rightsand no parvalue. The

Group has not declared or proposed to pay any dividends for the period ended 30 September 2025 (September 2024: Nil).

Treasury shares are those shares acquiredbythe company from shareholders who exercised their minoritybuyback rights

atthe time shares were issuedtoNZSilveray Group Limited. These shares areheld bythe company until the directors

resolvetoreissue the sharesortocancel the shares.Atreporting date, the companyheld37,082 treasury shares which

were acquired during 2016.

Weighted average number of ordinary shares on issue

There havebeen noother transactions involving ordinary sharesorpotential ordinary shares between the reporting dateand

the date of authorisation of these financial statements.

The earningsandweighted average numberofordinary shares usedinthe calculationofbasic earningspershare areas

follows:

The Group calculates the period's income tax expense using28%whichisthe tax rate that wouldbeapplicabletothe

expected total annual earnings (September 2023: 28%).

The Grouphas anunused tax lossesof$ 1,459,508boughtforward from31March2024.Losses canbecarried forward

indefinitelyunderNewZealand taxlaw(assuming shareholder continuity requirements are metandapprovalofthe Inland

Revenue Department is obtained).

The Grouphas notrecognised a deferred tax assetonits StatementofFinancial Positionas atreporting date.Indeciding

whethertorecognise the deferred tax assets, the Grouphasdeterminedif the utilisationofdeferred assetsis probableand

whetherit islikely that sufficientandsuitable taxable profits willbeavailableinthe future against which the reversalof

temporary differences can be deducted.

Interim Report September 2025

Page 9

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2025

7.CASH AND CASH EQUIVALENTS

SeptemberMarch

20252025

$$

Cash at bank and on hand2,556 3,760

Total cash and cash equivalents2,556 3,760

8.INVENTORIES

SeptemberMarch

20252025

$$

Work in progress

51,477 150,393

Finished goods

566,536 416,327

Provision for inventory

(262,815)(262,816)

Total Inventories

355,197 303,905

Provision of closing stock

Opening provision of closing stock

(262,816)(208,748)

Reversal of opening provision for inventory

- (54,068)

Released/(Charged) to profit & loss

1 -

Closing provision for closing stock

(262,815)(262,816)

9.

TRADE, OTHER AND RELATED PARTY RECEIVABLES

SeptemberMarch

20252025

Note

$$

Trade receivables - third parties830 14,460

Trade receivables - related parties1 -

831 14,460

Allowance for impairment losses- (14)

Total trade and related party receivables

831 14,446

Trade debtors are non-interest bearingandreceiptis normallyon 30days terms. Related party receivables are non-interest

bearing and repayable on demand as disclosed in note 15.

The carrying amountofcashandcash equivalents approximates their fair value. Cashat bankearns interestatfloating

rates on daily deposit balances. Cash and cash equivalents consist of bank accounts and petty cash.

Inventory of $262,816 has been written down to net realisable value/lower of cost (31 March 2024: $208,748).

Assessing write downs for inventory obsolescenceand netrealisable value involves making estimatesandjudgementsin

relation to future selling prices between the most recent store stock counts and reporting date.

Interim Report September 2025

Page 10

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2025

9.

TRADE, OTHER AND RELATED PARTY RECEIVABLES(contiued)

SeptemberMarch

20252025

Movement in the allowance for impairment losses$$

Opening Balance 1 April

- 14

Reversal of prior year provision

- (14)

- -

- -

10.Current Investments

SeptemberMarch

20252025

NZ$NZ$

20,223 20,223

20,223 20,223

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.

The Group establishesanallowance for impairment that represents its estimateofincurred lossesinrespectoftradeand

related party receivables. The main componentofthis allowanceisa specific loss component that relatestoindividually

significant exposures,anda collective loss component established for groupsofsimilar assetsin respectoflosses that have

beenincurredbut notyet identified. The collective loss allowanceisdetermined basedonhistorical dataofpayment

statistics for similar financial assets.

The directors consider that thereis nomaterial difference between the carrying valueandfair valueoftrade debtorsand

related party receivables. The Group's management considers thatallfinancial assets that arenotimpairedorpastduefor

eachofthe reporting datesunderreview areof goodcredit quality. The directors also consider that the receivables that are

past due and not impaired are fully recoverable.

Charge for the financial year

Closing Balance 30 September/31 March

Interim Report September 2025

Page 11

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2025

11.

PROPERTY, PLANT AND EQUIPMENT

Land Buildings

Land

Improvements

Plant &

Equipment

Motor

Vehicles

Computer

Equipment

Fixture &

Fittings,

Office

Equipment

Bearer

Plants -

Grape Vines

WIP-Mobile

Building

Total

$$$$$$$$$

As at 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- - - - - - - - - -

Prior period correction- - - - - - - - -

Written off- - - - - - - - -

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)

- - - - - - - - -

- - - - - - - -

-

Impairment

- - - - - - - -

-

- (18,165)- (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

- (18,165)- (246,155)(69,249)(19,645)(30,673)(40,339)-

(424,226)

320,000 887,035 50,000 59,700 10,060 1,159 1,775 39,661 85,885

1,455,273

As at 30 September 2025

Cost

Cost as at 1 April 2025

320,000 905,200 50,000 305,854 79,309 20,804 32,447 80,000 85,885

1,879,500

Additions

- - - - - - 1,280 29,976

31,255

Impairment

- - - - - - - -

-

Disposal

- - - - - (125)(24)(4,250)

(4,399)

Cost as at 30 September 2024

320,000 905,200 50,000 305,854 79,309 20,679 33,703 105,726 85,885

1,906,356

Accumulated Depreciation

- (18,165)- (246,155)(69,249)(19,645)(30,673)(40,339)-

(424,226)

- (840)(5,133)(773)(258)(3,083)(1,433)(11,519)

disposal

- - - - - - - -

-

- (19,005)- (251,287)(70,022)(19,904)(33,755)(41,772)- (435,746)

Carrying Amount

Cost

320,000 905,200 50,000 305,854 79,309 20,679 33,703 105,726 85,885 1,906,355.54

- (19,005)- (251,287)(70,022)(19,904)(33,755)(41,772)-

(435,744.54)

320,000 886,195 50,000 54,567 9,287 775 (52)63,954 85,885 1,470,611

Depreciation chargefor the

period

Accumulated Depreciation at

30 September 2024

Accumulated Depreciation

Carrying Amount 30

September 2025

Accumulated Depreciation at 1

April 2024

Depreciation charge for the

year

Accumulated Depreciation at

31 March 2025

Accumulated Depreciation

Carrying Amount 31 March

2025

Accumulated Depreciation at 1

April 2025

Disposal

Prior period correction

Interim Report September 2025

Page 12

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2025

11.RIGHT-OF-USE ASSETS

11.1Right-of-use assets

BuildingsTotal

At 1 April 2024

44,049 44,049

Termination of lease

- -

Addition of lease

155,313 155,313

Depreciation

(40,661)(40,661)

At 31 March 2025

158,701 158,701

At 1 April 2025

158,701 158,701

Depreciation

(25,734)(25,734)

Addition

- -

disposal

- -

At 30 September 2025

132,966 132,966

11.2Lease liabilities

BuildingsTotal

At 1 April 2024

50,578 50,578

Termination of lease

- -

Addition of lease liabilities

155,313 155,313

Lease interest

3,363 3,363

Lease payments

(49,063)49,063-

At 31 March 2025

160,191 160,191

Lease liabilities

Current lease liabilities44,936 44,936

Non-current lease liabilities115,256 115,256

Total lease liabilities

160,192 160,192

At 1 April 2025

160,192 160,192

Lease interest

7,618 7,618

Lease payments

(25,340)(25,340)

At 30 September 2025

142,470 142,470

Lease liabilities

Current lease liabilities

142,470 142,470

Non-current lease liabilities

- -

Total lease liabilities

142,470 142,470

12.COMMITMENTS AND CONTINGENCIES

The Group has no capital commitments at 30 September 2024(31 March 2024: Nil)

The Group terminated two leased propertiesandleasesone newpropertyinNew Zealand. The periodicrentisfixed

over the lease term.

31 March 2025

30 September 2025

31 March 2025

30 September 2025

Interim Report September 2025

Page 13

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2025

13.INVESTMENT IN SUBSIDIARIES

Name of subsidiaryPrincipal activity

September

2024

March

2024

Vineyard and winery51%51%

Commodity trading100%100%

100%100%

51%51%

100%100%

100%100%

14.SEGMENT REPORTING

Vineyard and winery

Manufacturing

Corporate

Ownership interest and voting

rights

AFC International Trading Group Limited

The Group operatesina numberofbusiness segmentsinNew Zealand. The Grouphasdetermined its operating

segments into four segments, namely international marketinganddistribution, vineyardandwinery, manufacturingand

corporate. These segments reflect the different typeofindustry sectors within which the Group operates. The Company

is considered to be in the corporate operating segment.

Information regarding the operations of each reportable operating segment is included below.

AFC Longview Limited, a vineyardandwinery basedinWhangarei which producesandsells a numberofvarietalsand

blends of wine.

AFC Biotechnology Manufacture Co Limited which manufactures disposable face masks.

Manufacturing

Non-Trading

National Dairy Group Limited

AFC Biotechnology Manufacture Co Limited

AFC GoGlobal Education Limited

AFC Education Investment Limited

All the subsidiariesareincorporatedinNew Zealandandhave31March balance dates. They also apply uniform

accounting policies with the parent company.

AFC Longview Limited

Non-Trading

Non-Trading

The Group's operating segmentsarereportedina manner consistent with the internal reporting providedtothe chief

operating decision-maker. The chief operating decision-makeristhe personor groupthat allocates resourcestoand

assesses the performanceofthe operating segmentson anentity. The Grouphasdetermined the Group's Boardof

Directorsasits chief operating decision-makerastheboardisresponsible for allocating resourcesandassessing the

performanceofthe operating segmentsandmaking strategicandoperating decisions. Incomeandexpenses directly

associated with each segment are included in determining each segment's performance.

The operationsofthis segment include providing accounting, managementandadministration servicestoother

segmentsofthe Group. AFC GoGlobal Ecommerce LimitedandAFC Education Investment Limited didnottrade during

the periodandhavebeenincludedunderthis segment. AFC International Trading Group Limited, which sources

packaged food products, cosmeticsandhealth products. National Dairy Group Limited, which sources food products for

distribution for China. National Dairy Group Limited was not trading during the period.

Nooperating segments havebeen aggregatedtoform the above reportable operating segments. The Group's taxation

has not been allocated to segments and is included centrally. Financing has been allocated to segments.

Sales between the segmentsofthe Grouparecarriedout at anarm’slength basisina similar mannertotransactions

with third parties.

The following tables present revenueandprofit information for the Group's operating segments for the six monthsended

30 September 2025 and 2024, respectively:

Interim Report September 2025

Page 14

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2025

14.SEGMENT REPORTING (continued)

Vineyard and

winery Corporate Manufacturing

Eliminations and

adjustments

Period ended 30

September

$$$$$

For the six months ended 30 September 2025

Operating Income

Revenue from external customers

6,423 - 26,630 - 33,053

Other Income

3,901 60,252

635 (60,000)4,788

Finance Income621

165,793 4

(163,250)3,168

Total Revenue10,945 226,045 27,269 (223,250)41,009

Cost of sales2,147 - 35,382 - 37,529

Operating Expenses

Interest31,728

88,336 128,094

(163,250)84,908

Amortisation and impairment losses- 75 - - 75

Depreciation

- 26,196 90 - 26,286

Other expenses91,398 217,199 7,254 (60,000)255,851

Total operating expenses

123,126 331,806 135,438 (223,250)367,120

(114,328)(105,761)(143,551)- (363,640)

For the six months ended 30 September 2024

Operating Income

Revenue from external customers

375,632 - 26,713 - 402,345

Other Income

10,518 94,205 6,910

(90,000)21,633

Finance Income1

155,787 33

(153,742)2,079

Total Revenue386,151 249,992 33,656 243,742- 426,057

Cost of sales78,689 - 32,121 - 110,810

Operating Expenses

Interest35,493

64,113 114,903

(153,742)60,767

Amortisation and impairment losses

- 75 - - 75

Depreciation

118 20,907 192 - 21,217

Other expenses

186,094 255,589 38,417 (90,000)390,100

Total operating expenses

221,705 340,684 153,512 243,742- 472,159

Segment profit/(loss) before tax

85,757 (90,692)(151,977)- (156,912)

Segment profit/(loss) before tax

Interim Report September 2025

Page 15

AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2025

14.SEGMENT REPORTING (continued)

Vineyard and

winery Corporate Manufacturing

Eliminations and

adjustments Total

$$$$$

As at 30 September 2025

Segment assets1,650,166 6,899,778 55,307 (6,546,192)2,059,059

Capital Expenditure- - - - -

Segment Liabilities812,425 2,433,239 2,745,655 (3,812,194)2,179,125

As at 31 March 2025

Segment assets1,693,003 6,671,514 71,328 (6,306,023)2,129,822

Capital Expenditure- - - - -

Segment Liabilities741,046 2,099,100 2,618,124 (3,572,022)1,886,248

15.NET TANGIBLE ASSETS PER SHARE

SeptemberMarch

20252025

$$

Total assets2,059,059 2,129,822

Less right-of-use assets132,966 158,701

Less intangible assets183 258

Tangible assets1,925,910 1,970,863

Less total liabilities2,179,125 1,886,248

Add lease liabilities142,470 160,192

Net tangible assets(110,745)244,807

Number of ordinary shares on issue3,664,253,194 3,664,253,194

Net tangible assets / liabilities per share in NZ$(0.00003022)0.00006681

16.CONTINGENT LIABILITIES

17.EVENTS AFTER THE REPORTING PERIOD

18.SEASONALITY OF INTERIM OPERATIONS

The vineyardandwinery segment harvest it'sgrapesin the second halfofthe financial year,andprocesses thegrapes

into bottles in the interim period. This does not affect the sales for the segment.

There are no other significant seasonality or cyclicality of business affecting the interim operations.

The following tables present assetsandliabilities information for the Group's operating segmentsas at 30September

2025 and 31 March 2025, respectively:

The eliminationsandadjustmentsofsegment profit, assetsandliabilities relatetointercompany transactionsand

balances which are eliminated on consolidation.

The Group has no contingent liabilities at 30 September 2025 (31 March 2025 : Nil)

The net tangible assets and number of shares are as follows:

There are no significant events after the reporting period.

Interim Report September 2025

Page 16

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 CBD

Auckland 1142Auckland 1010

ACCOUNTANTS TELEPHONE

RSM New Zealand (Auckland)64-09-300-6268

PO Box 204276

Level 2, Building 5

62 Highbrook Drive, HighbrookWEBSITE

Auckland 2013www.afcnz.com

BANKERS

ANZ Bank New Zealand Limited

Interim Report September 2025

Page 17

---

AFC GROUP HOLDINGS LIMITED
(Listed on the NZX: AFC)

Level 15, Tower 2, 205 Queen Street

Auckland CBD,1010

Ph: +64 (09) 300-6268



AFC Group Holdings Limited (AFC) Releases Interim Results


AFC Group Holdings Limited (AFC Group) reports its financial results for the six-

months ended 30 September 2025. The interim financial statements for the period have

not been audited.


Financial Results Summary


AFC Group reports a revenue of NZ$33 thousand during the six-month period, which

was 92% lower than the prior six-month period ended 30 September 2024. The primary

reason for this is the decline in revenue from the completion of a major domestic and

overseas wine contract. Accordingly, the Company has begun to focus on strengthening

collaboration with our local distributor to promote sales. The company is seeking to

establish new partnerships and increase domestic sales in the second half of the year.


In the six months to 30 September 2025, AFC Group recorded a net loss of NZ$363

thousand, driven by lower revenue. This compares with a net loss of $156 thousand for

the prior comparable period. No dividends have been declared or paid for the six months

ended 30 September 2025.


In addition, the net assets of AFC Group were negative NZ$120 thousand, down 149%

from the annual position as at 31 March 2025. This commentary on financial results

should be read with the unaudited consolidated financial statements for the six months

ended 30 September 2025.


Principal Activities


AFC Group operates a number of businesses in New Zealand, including subsidiaries

that operate vineyards and wineries, manufacture skin care products, and engage in

international marketing and distribution. Over the years, the Group has developed a

number of well-known brands and products, including DD Mask, Longview Estate

White Diamond Wine, and others. Meanwhile, AFC Group is committed to helping

New Zealand small and medium-sized enterprises (SMEs) gain access to the Chinese

market and expand their opportunities.


Review of Operations and Outlook


AFC Longview Limited (“AFCLV” and “Longview Estate”)


AFCLV has been focused on enhancing both productivity and market presence.


The Company is restoring its vineyards, with plans to boost yields by removing sick



grape vines, planting more White Diamond vines, and sourcing additional grapes

externally to ensure a steady supply for production. To maximise reach and drive sales,

AFCLV is focused on strengthening its sales channels by integrating with export

partners, local distributors, and online shops. AFCLV is actively seeking new

distribution partners to secure additional sales contracts. Further efforts are underway

to increase customer engagement through targeted email campaigns, social media

promotions, and participation in wine exhibitions.


AFC Biotechnology Manufacture Co Ltd (“AFCBIO”)


AFCBIO has partnered with an experienced domestic distributor to drive sales of its

flagship products: DDMASK rose water brightening facial mask and DDMASK

manuka honey moisturising smoothing facial mask. However, due to changes in

market preferences and the “Daigou” industry, sales increased slowly and did not meet

expectations over the six-month period. The Company will strengthen collaboration

with the distributor to enhance sales performance.


AFC Group Holdings Limited(“AFC”)


AFC continues to explore new business ventures. The Company is progressing with

its mobile building project, having entered negotiations with potential clients and

initiated applications for Resource and Building Consents. While revenue from this

project will take time to materialise, the Company is optimistic about future growth

as these new opportunities develop.


The AFC Group is committed to advancing its strategic initiatives to improve

operational efficiency and financial performance. The Group will continue to focus on

enhancing its presence in the domestic and international markets and looks forward to

seizing new opportunities in the near future.




On behalf of the Board of Directors




Hao Long

Interim CFO

AFC Group Holdings Limited

---

Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)



Results for announcement to the market

Name of issuer AFC Group Holdings Limited

Reporting Period 6 months to 30 September 2025

Previous Reporting Period 6 months to 30 September 2024

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$33 (92%)

Total Revenue $33 (92%)

Net profit/(loss) from

continuing operations

($281)

(187%)

Total net profit/(loss) ($363) (132%)

Interim/Final Dividend

Amount per Quoted Equity

Security

It is not proposed to pay any dividends for the period ended 30

September 2025

Imputed amount per Quoted

Equity Security

Not Applicable

Record Date Not Applicable

Dividend Payment Date Not Applicable


Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

($0.00003022) $0.00007661

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

AFC Group reported NZ$33k revenue for the six months ended

30 September 2025, down 92% from the prior period due to

weaker domestic and overseas wine sales. Contributing factors

included market competition, higher logistics costs, and limited

marketing investment.


The Company recorded a net loss of NZ$363k (vs. NZ$156k

prior period). Net assets were negative NZ$120 thousand, a

149% decline from 31 March 2024.


To restore growth, AFC Group will strengthen local

partnerships to boost domestic sales, diversify product range

with premium offerings, optimize costs and renegotiate supplier

contracts, explore export opportunities in Asia-Pacific.

These initiatives aim to improve revenue in the second half and

support long-term sustainability.

This announcement should be read with the unaudited

consolidated financial statements for the six months ended 30

September 2025.

Authority for this announcement
Name of person authorised

to make this announcement

Howard Long

Contact person for this

announcement

Howard Long

Contact phone number +64 9 3006 268

Contact email address Howard.Long@afcnz.com

Date of release through MAP 28/11/2025


Unaudited financial statements for the six months ended 30 September 2025 accompany

this announcement.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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