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2021 Annual Report

Annual Report27 May 2021MFBFinancials

ANNUAL REPORT 2021
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MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021

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Welcome to our inaugural Annual Report and the next delicious

phase of development for My Food Bag.

During FY21, we experienced an acceleration in demand,

as more customers trusted My Food Bag to deliver their meals.

This growth can be attributed to the success of new products,

particularly My Food Bag Choice, and the macro societal effects

of the COVID-19 pandemic, which clearly led to faster adoption

of online shopping.

We’re excited about the opportunities ahead. We operate

in a small but growing part of the $37 billion New Zealand

retail food sector with considerable scope for expansion.

My Food Bag leverages consumer demand for quality, locally

sourced food ingredients that produce delicious recipes which

make dinners easier. Our service is purchased online and the

final product is delivered to customers’ doors every week.

1

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021

Letter from the Chair 3
Letter from the CEO 4

Results at a Glance 6

Key Achievements 9

Sustainability, Community & People 12

What Kiwis are Eating 20

My Food Bag Operations 22

Board of Directors 30

Management Team 32

Financial Performance 34

Financial Statements 35

Independent Auditor’s Report 64

Corporate Governance Statement 68

Other Disclosures

80

Directory

90

Key Dates 90

CONTENTS

This Annual Report is dated 26 May 2021

and is signed on behalf of the Board by:

When used in this Annual Report, references to the ‘Company’ are references

to My Food Bag Group Limited. References to ‘My Food Bag’ or the ‘Group’

are to My Food Bag Group Limited together with its subsidiary, My Food Bag

Limited. All references to financial years (e.g. ‘FY21’ and ‘FY22’) in this

Annual Report are to the financial year ended 31 March, and references to

‘Prospective Financial Information’ (PFI) is to prospective financial information

included in the Company’s recent Product Disclosure Statement (PDS).

References to $ and NZ$ are to New Zealand dollars unless otherwise stated.

Tony Carter

Chair

Jen Bunbury

Chair of the Audit

and Risk Committee

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021

2

LETTER FROM THE CHAIR
Freshly

made

On behalf of the Board, I am delighted

to present My Food Bag’s inaugural

Annual Report.

In FY21, My Food Bag embarked on the next stage of

its growth journey – listing on both the NZX and the ASX.

In doing so, we welcomed thousands of new investors,

many of them customers, who took the opportunity to

be part of the My Food Bag whānau.

Like them, I am excited about the future. My Food Bag

is New Zealand’s longest-standing meal-kit provider,

delivering nearly 88 million meals to more than 300,000

Kiwi households since launching eight years ago.

We are proud to offer the broadest range of meal kits in

New Zealand under the My Food Bag, Bargain Box and

Fresh Start brands, and to give Kiwis a quality ready-made

meal option through our brand MADE.

But this is just the beginning.

We have a proven track record of growth and will continue

to innovate as well as offer increased choice across more

products. We will continually exceed our customers’

expectations to make their lives easier.

My Food Bag operates in the fast-growing online food

delivery market. We are well placed to grow our profit in

line with our forecast prior to listing and to keep growing

post our PFI period.

While FY21 has been successful, it has not been

without its challenges. COVID-19 has tested us all

in ways we could not have anticipated.

First and foremost, we took steps to protect our staff, such as

introducing additional personal protective equipment (PPE)

and implementing social distancing within operational areas.

At the same time, we managed a surge in demand for our meal

kits from new, inactive and existing customers.

Our staff and suppliers rose to this challenge and continued

to deliver fresh and healthy meals to Kiwi doorsteps throughout

various Alert Levels. I want to thank each member of our team

for the incredible work and dedication they have exhibited

during the year.

I would also like to thank all our shareholders for their support

since the IPO.

We’re very pleased to confirm that our financial performance

for FY21 has been stronger than forecast. We’re all working

hard to ensure that the business grows well and expect that

growth to be reflected in the share price over time.

Finally, I wish to thank CEO Kevin Bowler, the Management

Team as well as current and past Board members for their

support. Like me, they are passionate about the future of

My Food Bag and its ability to continue to support and

inspire New Zealanders, one meal at a time.

Tony Carter

Chair

3

LETTER FROM THE CHAIR

LETTER FROM THE CEO
In eight short years, My Food Bag

has grown from a remarkable idea to

a significant New Zealand food business,

inspiring thousands of Kiwi families to be

healthier and happier, simply by eating well.

During FY21, we served more customers who purchased

more from us than ever before, and we welcomed many

new shareholders into the My Food Bag whānau. The FY21

result is favourable to our forecast for this period, marking

an important milestone towards delivering the PFI laid out

in our recent PDS.

OPERATING AS AN ESSENTIAL SERVICE

When New Zealand entered its Alert Level 4 lockdown

in March 2020, My Food Bag was deemed an essential

service. We immediately prioritised our team and contractors’

wellbeing and adopted new ways of working designed to

keep our operational teams safe; for example, staggering

shifts, increasing social distancing, temperature taking on

arrival, increased PPE standards, screens between packing

staff, coupled with a big effort on team member education.

Meanwhile, our technology supported our normally office-

based staff to work from their homes, enabling them to stay

in their whānau ‘bubbles’. No My Food Bag staff member

tested positive for COVID-19 during FY21.

PRODUCT INNOVATION

We have a proven track record of successfully bringing exciting

products and recipes to market that cater to New Zealand’s

changing food preferences, demographic and societal trends

– and FY21 was no different. We continue to work alongside

Nadia Lim and adopt her philosophy of always insisting on

the most natural, freshest ingredients for all our recipes.

We introduced My Choice under the My Food Bag brand

nationwide in July 2020, following requests from our customers

for more individualised recipes in their bags. It was designed

to offer recipe personalisation without increasing recipe

development requirements and is already performing well.

With the success of My Choice during FY21 fresh in our minds,

in April 2021 we began offering recipe choice across the

Bargain Box brand.

OPERATIONS

During FY21, many of our supplier contracts were renewed

with a focus on quality, service and competitive pricing.

We also onboarded some new suppliers who joined the

My Food Bag family, promising to help us deliver outstanding

quality every week to our customers.

In addition, we entered into an agreement that will see us

operating from a new purpose-built leased facility in Christchurch

to serve the whole South Island from the first half of 2022.

Well

prepared

4

MY FOOD BAG GROUP LIMITED

ANNUAL REPORT 2021

In May 2020, we renewed our contract with distribution
partner New Zealand Post (NZ Post) for a further five years.

This agreement underpins our commitment to superior customer

service. Alongside many other benefits, this agreement currently

gives us exclusive access to a Sunday delivery network.

Despite the pressures and distractions of the global pandemic,

by mid-2020 we had fully implemented a world-class end-

to-end enterprise resource planning (ERP) system. This new

platform manages data within the business from the customer’s

order being confirmed, through to purchasing ingredients and

payments to suppliers. The platform gives us additional layers

of control to support recipe development and data integrity.

And with it comes greater cost visibility throughout the business.

SUSTAINABILITY

We view sustainability through three broad lenses: how we

reduce the impact of our packaging, how we participate in our

communities and how our activities impact the environment.

Just before closing the FY21 financial year, we launched

a Soft-Plastics Recycling Programme for our customers.

In partnership with the NZ Packaging Forum and Future Post,

we can now arrange to have NZ Post collect all our customers’

soft plastics and ensure they are responsibly recycled.

We are also proud to be a virtual-zero-food-waste company

and have initiatives underway to reduce the remaining sources

of food waste.

Each week, any bags that we don’t use are given to charitable

organisations and at the end of each day when our recipe

testing is complete, we pack up any leftover food for

KiwiHarvest. We provide thousands of meals per month to

families in need through partnerships with great Kiwi charities

in the food rescue space.

In late 2020, we launched a charitable partnership with

Garden to Table. The charity supports primary school level

learning through the growing of vegetables. Among other joint

activities, we collect donations for Garden to Table from our

customers via our websites. To date, we have collected more

than $15,000 for Garden to Table, enabling hundreds of

Kiwi children to join this worthwhile programme.

FINANCIAL UPDATE

For the 12-month period ending 31 March 2021, My Food

Bag delivered a performance favourable to the PFI, included

in our recent PDS. We recorded revenue of $190.7 million,

up 24% on FY20. The pro forma earnings before interest,

tax, depreciation and amortisation (EBITDA), a metric used

extensively by the Board as an indication of underlying

profitability, was $29.0 million, up 78% on FY20. Net profit

after tax (NPAT) was $2.4 million, up $1.6 million on the

PFI forecast.

We achieved year-on-year growth in Active Customers

(Q4 FY21 vs prior comparative period), have maintained

order frequency and grown average order value.

Dividends are expected to be declared and paid twice

yearly following the release of interim and annual results,

as outlined in the PDS. We expect to pay our first dividend

as a listed company in December 2021.

SUMMARY

My Food Bag has a great deal going

our way as we chart our growth

through FY22 and beyond. As a

New Zealand company, we have a

strong understanding of Kiwis’ needs,

an extensive customer database,

trusted brands, proven e-commerce

capability and a nationwide supply

chain that can facilitate a range

of future growth options.

We’re energised by continued feedback from customers on

how our recipes and healthy ingredients have transformed

mealtimes, improved people’s health and created thousands

of newly confident home cooks across New Zealand.

Continuing to keep doing what we do, only better, is a

cornerstone of our future plan.

I’d like to thank the whole My Food Bag team and all of our

vitally important suppliers for their commitment and dedication

through FY21 with all the challenges the year presented.

I look forward to an exciting year ahead, in anticipation

of inspiring thousands more Kiwis to eat better and delivering

for our shareholders in line with our FY22 forecast.


Kevin Bowler

CEO

5

LETTER FROM THE CEO

$
19 0 . 7m

REVENUEPRO FORMA EBITDA

NPAT

ACTIVE CUSTOMERS

YOY GROWTH

QUARTER 4 FY21

460,000+

individual recipe

ratings from

customers in FY21.

66,492

Sliced

& diced

24%

$

29. 0 m

*

YOY GROWTH

78%

$

2.4m

**

higher than PFI forecast

$1. 6 m

RESULTS AT A GLANCE

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021

6

** This is inclusive of one-off transaction

costs of $14.1 million.

* This pro forma figure is a non-GAAP profit measure that includes pro

forma adjustments, including adding incremental costs associated with

running a listed company and removing the one-off transaction costs

associated with the IPO. A reconciliation from GAAP NPAT to non-GAAP

pro forma EBITDA can be found on page 34 of this Annual Report.

88m
MEALS DELIVERED SINCE LAUNCH

NE ARLY

With more of our customers

embracing a plant-based

diet, we purchased almost

twice as much tofu as in FY20.

Lamb took out

My Food Bag’s

top spot. Premium

New Zealand lamb

featured in the two

highest-rated recipes

o f F Y21.

of customers said

they either like or love

the My Food Bag brand.

Colmar Brunton, March 2021

90%

of the New Zealand

population live within

our delivery network.

86%

& diced

201320142015201620172018201920202021

88m

50m

34m

84m

1. 5k

3m

8m

19m

65m

7

RESULTS AT A GLANCE

Prospective
Financial Information

We are pleased to announce revenue

of $190.7 million for the FY21 period.

This result is up 24% from FY20 and

above the forecast in our PFI.

The table below summarises the key financial

metrics for the business for FY21:

The FY21 pro forma EBITDA, a metric used

extensively by the Board as an indication

of underlying profitability, was $29.0 million,

up 78% on FY20 and also ahead of the

PFI forecast.

FY21FY21FY20

FINANCIALS ($M UNLESS STATED)

ActualPFIActual

Revenue 190.718 9 . 5153.3

Pro forma EBITDA

1

29.028.516.3

Contribution margin % 25.625.421 . 3

NPAT 2.40.88.2

Pro forma NPAT

2

16.715 . 6

Dividend paid 13 . 313 . 38.4

Total assets 102.4100.8109.9

Total liabilities 48.248.151 . 4

Total debt 15 . 916.216 .9

Net debt14.316.28.6

Net cash flows from operating activities2 4 .122.719. 2

NON-FINANCIAL METRICS

Meals delivered since launch 87.9 m

Active Customers as at FY21Q466,492 +6% YOY

Average revenue per unit/average order value (ARPU/AOV) $124.4+1.5%

*

8

MY FOOD BAG GROUP LIMITED

ANNUAL REPORT 2021

1. This pro forma figure is a non-GAAP profit measure that includes pro forma adjustments, including adding incremental costs associated with running a listed company and removing

the one-off transaction costs associated with the IPO. A reconciliation from GAAP NPAT to non-GAAP pro forma EBITDA can be found on page 34 of this Annual Report.

2. This is inclusive of one-off transaction costs of $14.1 million.

* The row shaded grey in this column was not provided in the PFI for FY20 and is therefore not included in this table.

Navigating COVID-19
Operating as an essential service,

My Food Bag delivered hundreds of

thousands of meals to Kiwis isolating.

We adapted quickly to ensure team safety and to minimise

business continuity risks throughout the lockdown levels,

particularly at Alert Level 4 from the end of March 2020.

With increased customer demand and safety-related changes

imposed on operations and logistics, we quickly secured

extra capacity through a new Auckland assembly

centre and additional temporary facilities in Christchurch.

Non-operations team members immediately relocated to

work remotely, relying on technology to remain productive

and connected.

During each of the COVID-19 lockdowns and Alert Level

changes, we maintained a safe working environment for our

team, while meeting the increased demand from our customers.

We also recognised the hard work and vigilance of our

operations team during Alert Level 4 via a one-off payment.

Senior management adjusted existing business continuity

plans to consider the unique requirements of the pandemic.

Significant measures were taken at our assembly sites to ensure

our team was operating safely. We have maintained many

of these controls for further assurance.

Our control measures included:

• Single-site requirements to ensure staff are not moving

between sites unless essential

• Strict sign-in processes, including temperature checks

• Mandatory use of PPE, including face masks and gloves

• Sites being reconfigured to ensure that appropriate social

distancing was possible, including in all communal areas

and on box assembly lines

• Regular revision of hand sanitising and good

hygiene practices

• Adjusted shift patterns to create additional time between

shift start times. This also allows us to significantly limit

crossover between the shifts during breaks and end times

• Daily reminders on COVID-19 symptoms at pre-start

meetings and team meetings

• Daily visual checks and leadership walks at each site

• Any staff member not feeling well is requested to undergo

a COVID-19 test and cannot return to work unless they

have a negative test and feel better

• A process to identify close or casual contacts in line with

the Ministry of Health requirements

• Contact tracing app QR codes are available throughout

our sites

We added full-time on-site resource at each of our assembly

sites to help manage compliance levels. All non-operational

staff are equipped to work from home whenever they need to.

Following our protocols, no staff member tested positive

for COVID-19 during FY21.

KEY ACHIEVEMENTS

Piping

hot

9

KEY ACHIEVEMENTS

Introducing Choice
Building on our history of product innovation,

in July 2020 we introduced My Choice

under the My Food Bag brand. Each week,

our customers can pick from 12 options, across

a range of family-friendly recipes, ready-made

meals and quick cooking options.

It gives our customers more options every

week, encouraging them to purchase

more frequently from us. We’ve made

changes across the assembly sites to deliver

My Choice Bags, and learnings from this

product launch have already informed the

direction of new product development

(NPD) and the introduction of further

customer choice into the product portfolio.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021

10

Strong Foundations for Growth
A new enterprise resource planning (ERP)

system, implemented in 2020, fully integrates

our weekly operating cycle. It is an important

enabler for future profitable growth, as well

as extending and fostering innovation.

This system enables our team members to spend time on value-

add tasks to further delight customers. It reduces operational

risk by replacing disjointed and manual processes, provides

structured and auditable processes for managing master data,

and creates an internal control environment in line with best

modern business practice to avoid errors.

This technology also allows us to improve product quality.

We can now validate recipes against nutritional values,

improving our ability to meet customer needs.

The system has created a step change in the management of

recipes and ingredients, and how data is syndicated enterprise

wide. Our ability to measure business performance has

now significantly improved on the strength of the investment,

supporting our business and financial strategy going forward.

11

KEY ACHIEVEMENTS

My Food Bag is in a unique position
to extend the value of what we do far

beyond our own financial performance.

Our Sustainability Pillars

We believe in pushing our social and

environmental performance to inspire

communities and organisations in Aotearoa.

SUSTAINABILITY, COMMUNITY & PEOPLE

Feeding

PACKAGING

Packaging is an essential

part of our business and

a primary focus across

everything we do.

This pillar includes our

in-product packaging,

operational waste and

on-site office waste.

ENVIRONMENT

We’re Kiwi through and

through and want to do all we

can to ensure we’re helping

keep Aotearoa clean, green

and beautiful, and inspiring

others to do the same.

This pillar includes our

emissions, energy consumption,

landfill impact and sourcing.

COMMUNITY

We believe cooking and

eating together builds stronger,

healthier communities and

we want to utilise our unique

advantage here to ensure

Kiwi communities are

flourishing nationwide.

This pillar includes our charity

support, community initiatives,

staff and ethical sourcing.

our future

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021

12

Sustainability Framework
PACKAGING

Our Goals

Improve the sustainability of

our packaging with a focus on

reduction, the use of recyclable

or compostable materials

and through supporting our

customers to thoughtfully dispose

of their packaging waste.

Our Measures

Recyclability of product, kg of

waste to landfill per delivery.

ENVIRONMENT

Our Goals

Continue to develop thorough

monitoring and ongoing

initiatives to understand,

minimise and mitigate our

impact on the environment.

Our Measures

Local fresh produce sourcing,

food wastage, supplier

adherence to Approved

Supplier Programme.

COMMUNITY

Our Goals

To grow stronger and healthier

Kiwi communities through

initiatives. To continue to

support Garden to Table and

our other charity partners.

Our Measures

Garden to Table cumulative

donations and meals

donated to charity.

Customers eat delicious

meals that are good for

them and the planet.

We are committed and

excel in supporting the

wellbeing of our staff.

We support Kiwi communities to

help them thrive through being

happier and healthier.

We sit at the forefront of food

and sustainability innovation for

New Zealand and the world.

OUR PURPOSE

To inspire Kiwi families and communities to be happier and healthier, one meal at a time.

OUR BELIEFS

Cooking and eating together builds stronger, healthier communities.

Improving the customer’s experience is central to our decision-making.

Nutritious, delicious, safe and high-quality food is what we deliver, always.

Partnerships are critical to our success.

OUR SUSTAINABILITY VISION

To build a healthier food system for our foodies, Aotearoa and the world.

OUR VALUE OUTCOMES

13

SUSTAINABILITY, COMMUNITY & PEOPLE

Soft-Plastics Recycling Programme
1. My Food Bag customer survey, April 2021.

Packaging

We are committed to using the minimum amount of the most

sustainable packaging we can to keep food safe and fresh

for our customers.

We know from our customers that plastic waste (72%)

1

and

increasing landfill (44%)

1

are the two issues they are most

concerned about, so this is a big focus area for us.

Approximately 80% of our

ingredients by value are now

delivered to our assembly centres

in reusable crates, reducing the use

of cardboard and other material.

Our cardboard boxes are made from forest stewardship

council (FSC) certified 47% recycled cardboard and

all our paper printing comes from FSC-certified pulp.

Some of our ingredient packaging is biodegradable

and the wool insulation we use is 100% compostable

and biodegradable. Our MADE meals are packaged

in recyclable PET trays and we led the way by filling

our ice packs with water.

While we endeavour to be at the forefront of finding

alternatives, soft plastics still remain an essential element

of keeping food contained, safe and fresh. At the end of

Q4 FY21, we launched our Soft-Plastics Recycling Programme,

in partnership with the NZ Packaging Forum and Future Post.

This initiative has led the category by offering a direct pick-up

recycling solution to our customers for their entire household’s

soft plastics.

Coverage includes all

household soft plastics,

not just My Food Bag

soft plastics.

Opened up the possibility for

from-door pick-up of soft plastics

recycling vs drop-off.

At the time of launch, expanded

soft plastic recycling across the

South Island.

Recycled soft plastic is made into

things like fenceposts or garden

boxes by the Soft-Plastics Recycling

Programme and Future Post.

14

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021

Environment
We are committed to playing our part and doing all we

can to keep Aotearoa clean, green and beautiful. This means

continually working to reduce emissions, maximise energy

efficiency and minimise waste to landfill.

We are continuing to monitor and develop new initiatives to

both understand and minimise our impact on the environment.

This includes optimising delivery routes to minimise emissions

for our depot-to-door deliveries.

Research supports the emissions benefit of meal kits such as

ours, which have been shown to be as much as 33% more

greenhouse-gas efficient than supermarket-bought meals.

We are proud that 98% of our fresh

meat and produce is locally sourced

right here in New Zealand, greatly

reducing transport emissions, and

that all our cardboard and paper is

sourced from FSC-certified partners.

Through careful planning, management and partnership

we are a near-zero-food-waste company.

Retail Groceries – Supply Chain

My Food Bag – Land-to-Bag Supply Chain

15

SUSTAINABILITY, COMMUNITY & PEOPLE

Community
We passionately believe that cooking and eating together

can help build stronger, healthier families and communities.

We have a proud history of supporting New Zealand

community groups and have relationships with a range of

charitable organisations, including Kaibosh Food Rescue

and the Auckland, Wellington and Christchurch City Missions.

Each week, any unused food bags are given to families in

need and any food left over from recipe tests is collected by

KiwiHarvest, a national food rescue charity collecting leftover

food and distributing it to those in need.

In 2020, we launched a charitable partnership with Garden

to Table, a charity that advocates for learning through the

growing of vegetables in New Zealand primary schools.

We collect donations for Garden to Table from our customers

via our websites. To date our collective efforts have helped

over 1,000 Kiwi kids onto the Garden to Table programme.

Suppliers

When selecting our business partners, sustainability is

always front of mind. We will only work with suppliers who

align themselves with our very high ethical and environmental

standards. For this reason we have a comprehensive Approved

Supplier Programme and work with suppliers who pledge to

meet the prescribed Code of Conduct.

In addition to food safety, ingredient and operational

requirements, this Code underpins a supplier’s commitment

to ethical and sustainable business practices, for example

use of free-range, free-farmed meat.

Suppliers are also required to operate a health and safety

management system, compliant with the Health and Safety

at Work Act 2015, associated regulations and relevant codes

of practice, as well as adhering to strict bribery and corruption-

free business practices.

All supply partners are required to run extensive Food Control

Panels or National Programmes too, aligned with the Food Act

2014. Gluten-free suppliers must also follow strict gluten testing

programmes and are regularly audited.

16

MY FOOD BAG GROUP LIMITED

ANNUAL REPORT 2021

17
SUSTAINABILITY, COMMUNITY & PEOPLE

MY FOOD BAG RITUALS
My Food Bag has built a great work

culture during its eight years through

a series of fun but meaningful rituals.

All staff adopt a ‘foodie name’, there

are regular platforms for recognising

individual and team performance,

frequent gatherings to celebrate team

results, and a fun informative weekly

blog from the CEO to all staff, keeping

everyone connected.

My Food Bag Team

From chefs in the Development Kitchen

to our award-winning Customer Love team,

our people have a strong focus on delivering

for our valued customers.

Our team of around 200 is well balanced, with approximately

half women and half men.

They have a strong sense of common purpose, pride

in the organisation and a shared commitment to

My Food Bag’s success.

Wellbeing is top of mind at My Food Bag, with access to

the employee assistance programme (EAP) and a dedicated

Wellness Committee. Our staff receive discounts on all our

products. More than 90% of eligible staff typically participate

in the annual engagement survey, with scores consistently high.

Eva ‘Empanada’ Murphy

BUSINESS ANALYST

I started out at My Food Bag as a Customer

Love Coordinator. The knowledge I picked

up about the business while in this job

helps me a lot in my current role. When I’m

working on process and customer journey

improvements, I’ve got a firm view of what

matters to our customers and the business.

I also worked in the Logistics team for

nine months. I joined the team during the

nationwide lockdown in 2020, which

proved to be an intense and very valuable

crash course in Operations.

A key achievement for me was establishing

automation tools to support pick accuracy,

traceability and operational savings for our

My Choice product lines. These tools are

set to be iterated on as the offering expands

this year.

Life at My Food Bag requires lots of

collaboration and plenty of flexibility.

Across all my roles, I’ve had some incredible

opportunities for growth, and thoroughly

enjoy the exposure to all the elements of

the business. Much of what we do involves

a huge amount of detail and forward

planning, which is always fun to dig into.

There’s a lot of trust and curiosity among

our people, and the most enjoyable

moments always involve bouncing around

ideas with a team of bright and passionate

critical thinkers.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021

18

Polly ‘Pomegranate’ Brodie
HEAD OF DEVELOPMENT KITCHEN

My team and I create the delicious recipes

and beautiful photography for all our

meal-kit and ready-made products, as well

as any extra content for website, social and

marketing. My team includes chefs, food

stylists, recipe editors, photographers and

a nutritionist. Together we create recipes that

are not only delicious and nutritious but also

in season, on trend and within budget.

Before heading up the Development Kitchen,

I worked as a recipe developer, test kitchen

chef and nutrition manager. I’ve worked on

plenty of cool new product developments,

but Fresh Start has definitely been

a highlight. My team and I created the

guidelines and direction for Fresh Start

and I developed the recipes for the first

few months, before we hired a new chef

to take over. I couldn’t believe my luck to be

creating a meal kit that would help people

achieve their health goals. For me, having

a background in nutrition and cheffing,

that’s an absolute dream job.

Rashmeet ‘Radish’ Singh

SHIFT MANAGER

I work Saturday, Sunday and Monday

every week to make sure that the thousands

of boxes leaving our Auckland assembly

centres arrive on time with our customers.

If you’re a My Food Bag customer in the

North Island, my team and I oversee your

delivery every week.

The team culture at My Food Bag is one

of the things that sets us apart. We’re

constantly looking for ways to improve

across all aspects of the business and

everyone gets stuck in to help.

The first COVID-19 lockdown was a turning

point for my team. It showed us what we

were capable of. During the lockdown

we opened a new distribution centre

in Highbrook and took over control of

deliveries in the whole North Island.

We introduced a myriad of new processes

to keep ourselves as safe as possible and

talked a lot (from a distance!) about how

we were helping Kiwis during a tough time.

19

SUSTAINABILITY, COMMUNITY & PEOPLE

Each week, our customers rate our recipes,
which provides a rich database of

information on what Kiwis love to eat the

most. From this we find insights to personalise

our marketing, product range and recipe mix.

We’re constantly adapting our recipes

to match what our customers are loving

at the moment.

WHAT KIWIS ARE EATING

Taste

sensations

KIWIS LOVE NUDE FOOD

Our recipe development is guided by Nadia Lim’s

Nude Food philosophy, “Eat real food that comes

from the ground, sea and sky, and less from

factories”. It guides our choice of ingredients and

suppliers as well as the recipe design for all our products.

Nadia is a co-founder and shareholder in My Food Bag,

and she continues to be an important brand ambassador

for the business.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021

20

Bargain Box customers
can’t get enough of our

flavour-packed Asian

dishes. This Crispy

Katsu Chicken with

Crunchy Sesame Slaw

was an instant Family

Fave in FY21.

BARGAIN BOX

“ Since doing Bargain Box, I’ve saved money

and my sanity! Not having to think about

‘What’s for dinner tonight?’ is great, and

even better, the kids love the meals and are

eating more veggies and variety than ever

before.” – Hannah

Bargain Box customer Hannah loves the way Bargain Box helps

her budget her week and helps her make dinnertime fun for her

and the kids.

Our Plant Based

customers loved the

way we managed to turn

the humble mushroom

into a crunchy and

juicy burger patty in

our Panko-Crumbed

Mushroom Burgers.

For My Food Bag, lamb took

the top spot. Our premium

New Zealand lamb featured

in the two highest-rated

recipes of the year. Gourmet

B ag’s Pesto-Crusted Lamb

Loin with Buttered Greens

& Hollandaise was a firm

favourite, alongside our

Valentine’s Day Lamb Rack

with Twice-Cooked Potatoes

which featured in My Choice.

PLANT BASEDMY FOOD BAG

“ I have found that the Plant Based Food Bag

has provided the diet balance I needed to

keep the rest of my not-so-vegan intake

in check. And, being new to My Food Bag,

all of sudden I have an extra hour in the

evenings as the Plant Based goodness takes

care of my hangry belly.” – Matt

“ Fabulous. And my first time cooking a lamb

rack. 11 out of 10 for this meal.”

“ Loved this! The combination made my taste

buds and heart sing

so yum!”

– My Food Bag customer comments

from recipe ratings, Feb 2021

FRESH START

“ It’s the easiest way to lose weight that I’ve

found. And I now do things outdoors with

the kids I wouldn’t have been capable of

or had the motivation to do before.” – Erin

Fresh Start customer and mum-of-two Erin puts the 18kg she has

lost mostly down to Fresh Start.

For Fresh Start customers

looking to achieve their

health goals, whether it

be weight loss or fitness

focused, it was all about

curries in FY21. Our

Malaysian Curried

Prawns with Turmeric

Rice took out the top spot,

and Thai Green Fish and

Thai Yellow Chicken both

featured in the top 10.

Incorporating more plant based meals into your week can be

intimidating – and ensuring you get the right balance of nutrition

and variety is not straightforward. Plant Based customer Matt has

found reducing his meat intake deliciously easy thanks to My Food

Bag’s Plant Based Bag.

My Food Bag customers enjoy the quality of our local lamb,

as well as the way My Food Bag teaches them to cook their

lamb perfectly and combine flavours and ingredients in new

and interesting ways.

21

WHAT KIWIS ARE EATING

My Food Bag is an online food
delivery business and New Zealand’s

longest-standing meal-kit provider.

Each week, My Food Bag delivers thousands of boxes full of

nutritious, locally sourced ingredients along with easy-to-follow

recipes direct to families across New Zealand. We take the

stress out of meal planning and help to bring families together

around mealtimes. Since the business commenced trading

in 2013, we have delivered nearly 88 million meals to

New Zealanders.

My Food Bag offers the broadest range of meal-kit bags

in New Zealand under the My Food Bag, Bargain Box

and Fresh Start brands. Since inception, we have focused

on evolving our product offering through innovation and

a strong understanding of customers’ needs to appeal to

a wide range of New Zealanders. We continue to innovate

to meet changing consumer food, demographic and societal

trends, and most recently entered the large ready-made

meal category with our MADE brand.

My Food Bag’s extensive database, high brand awareness,

digital capabilities and nationwide coverage provide a strong

platform for growth, as well as an opportunity for expansion

beyond our current product scope.

Our Brands

My Food Bag offers a variety of goal-based products

to help our customers achieve their dietary goals, such

as weight loss or reducing meat intake.

To further cater to their needs, when ordering My Food Bag,

Bargain Box and Fresh Start, customers can add extra

products to their order, such as MADE meals, My Fruit Box

and easy-prep Lunch options. We also create innovative

seasonal and one-off bags to drive customer demand

and brand relevance, such as My Christmas Bag and

My Winter Wellness Bag.

MY FOOD BAG OPERATIONS

Recipe

for success

TOTAL

DELIVERIES

F Y 21

54

%

MY FOOD BAG

16

%

FRESH START

3

%

MADE

28

%

BARGAIN BOX

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021

22

We launched My Choice across New Zealand in July
2020. Customer satisfaction and average recipe ratings

are both extremely strong, indicating that being able

to choose a personalised combination of recipes is

important to many My Food Bag customers.

During the year, we launched a vegetarian bag for

Bargain Box customers. At the end of FY21we tested

recipe choice across the Bargain Box brand, ready for

introduction in early FY22.

The year-on-year investment in Fresh Start marketing

lifted and included TV advertising for the first time.

As a result, during the year, Fresh Start experienced

the highest delivery and customer numbers to date.

There were significant improvements to recipes, reflected

in customer ratings across the MADE range and we also

added MADE into the My Choice meal options.

Synonymous with meal kits in

New Zealand, the My Food Bag

brand targets the broadest range of

customers and promises to help you

get meals “Deliciously Sorted” with

a wide selection of product offerings.

This is My Food Bag’s most

accessible offering, providing

“Family Faves, Bargain Prices”,

designed to bring quick, easy,

affordable, tasty and healthy

meals to Kiwi households.

This range focuses on goal-based

recipes designed to help customers

achieve health goals through their

diet, whether it be for weight loss

or fitness.

This is an important format

differentiator to our meal kits.

Designed to offer an easier and

more convenient alternative to

cooking a recipe, MADE offers a

range of fresh, ready-made meals.

23

MY FOOD BAG OPERATIONS

Efficient Operation
– Every Week

1. C REATE

Every week, our

chefs and in-house

nutritionist develop

new recipes, building

on our database of

over 10,000 recipes.

Our recipes are

designed to use only

basic kitchen utensils

and a few pantry

staples, a list of

which is emailed

to customers.

2. CHOOSE

Customers choose

from the full

My Food Bag brand

portfolio with options

for different numbers

of people and nights

per week.

Customers can

choose to have their

bag delivered weekly

or fortnightly on a

flexible subscription.

5. RECIPE RATINGS

Customers can then

rate the recipes to

provide feedback

direct to our chefs.

Ratings drive the

direction of future

innovation and

ensure recipes which

customers love are

available again.

3. SOURCE &

DELIVER

We source to

order the freshest

New Zealand meat,

fish and produce,

resulting in minimal

food waste at our

assembly centres.

Bags are delivered

direct to customers on

a Saturday, Sunday

or Monday.

4. COOK & ENJOY

The fun begins! Using

our step-by-step

recipes, customers

create and enjoy

their meals.

2

3

4

5

1

C

R

E

A

T

E

C

H

O

O

S

E

S

O

U

R

C

E


&


D

E

L

I

V

E

R

R

E

C

I

P

E


R

A

T

I

N

G

S

C

O

O

K


&


E

N

J

O

Y

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021

24

Weekly Operations Cycle
We operate a weekly business cycle, with orders for the following

week’s delivery ‘locked’ on a Sunday night, ingredients arriving to our

assembly centres on Tuesday through Friday, and items ‘picked and

packed’ on Thursday and Friday prior to being delivered to customers.

MONDAY

• The billing run is

made and customer

money received

• My Food Bag’s

procurement team

reviews and places

orders with suppliers

TUESDAY & WEDNESDAY

• Ingredients begin to arrive at our assembly

centres in Auckland and Christchurch, with the

majority arriving on site on Wednesday and

Thursday. Other ingredients are delivered

as late as Friday to ensure freshness

• Ingredients are sourced from more than

200 suppliers

THURSDAY

• Picking and

packing

commences

mid-morning

• 30,000+

boxes picked

and packed

per week

SATURDAY

• Picking and packing

concludes

• Boxes are transported

to distribution depots

around the country

• Delivery is made to

customers electing

Saturday delivery

• Bargain Box and

MADE deliveries

begin (via the NZ Post

overnight network)

FRIDAY

• Staging commences

to get boxes ready

for pickup from

the Auckland

and Christchurch

assembly centres

SUNDAY

• My Food Bag and

Fresh Start branded

boxes are delivered

to customers via

NZ Post’s exclusive

Sunday network

(with some deliveries

on Monday via

NZ Post’s overnight

network)

• Customers are sent

a text to inform them

of delivery details

13

4

765

2

SUNDAY EVENING

• Subscribers have

until 11:59pm to

adjust their orders

for the following

week’s delivery

• Orders can be

changed through

both the website

and mobile app

My Food Bag operates a negative working capital position. This is a benefit

of the operating model arising because cash is generated from customers before

it has to pay suppliers for the cost of goods sold. This allows My Food Bag

to leverage supplier payment terms to grow the business.

25

MY FOOD BAG OPERATIONS

Supply Chain Overview
We operate a largely outsourced and asset-light supply chain

model, while always maintaining close oversight across supply

and delivery.

ASSEMBLY CENTRES

• We are the only large-

scale New Zealand meal-

kit delivery business with

chilled assembly centres in

both the North and South

Islands, providing logistical

efficiencies, more localised

sourcing of ingredients and

greater delivery certainty

to the South Island.

OVERNIGHT & EXCLUSIVE

DELIVERY NETWORKS

• We have a strong

relationship with distribution

partner NZ Post, recently

renewing their contract for

a further five years until

May 2025.

• NZ Post currently operates

an exclusive Sunday delivery

service for My Food Bag.

FOOD SUPPLIERS

• We operate a ‘source-to-

order’ model: purchase

orders are placed with

suppliers on a weekly basis

at the exact levels required

to match customer orders

(allowing for a small buffer

of stock) to minimise waste.

• Our supply chain with food

suppliers is robust and

resistant to adverse events,

with 98% of all meat and

produce sourced locally in

New Zealand.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021

26

Food Safety
My Food Bag is subject to the National Programme Level 3

(guidelines set out by the Ministry for Primary Industries – MPI)

as a retailer which handles food but does not prepare or

manufacture food. MPI complete business and site audits

of National Programme Level 3 once every two years.

Since 2017 we have had eight MPI audits across our sites.

To date we have had minimal non-conformances flagged

during these audits and no non-compliances.

We also require our suppliers to meet a strict prescribed

code of conduct outlining food safety, ingredient and

operational requirements. We regularly review and audit

our food handling settings as well, to ensure procedures meet

the recommended standards. We maintain a direct line of

contact with our customers, so that any issues are immediately

identified and remedied. This is supported by a Serious Incident

Register to record reported customer complaints relating to

food quality and concerns.

Health and Safety

We have a systematic approach to the management of health

and safety. Detailed health and safety policies, standards

and procedures are implemented alongside hazard and risk

management processes, including an incident notification and

management system. Each site operates a Health and Safety

Committee, which meets monthly and our Senior Leadership

Team and Board are active participants in our site safety audits.

My Food Bag has a Total Recordable Injury Frequency Rate

(TRIFR

1

) of 4, which is better than the current New Zealand

benchmark of 5.4, from the Business Leaders’ Health & Safety

Forum 2019 benchmarking report.

1. TRIFR is calculated by taking the number of injuries resulting in medical treatment or lost time, multiplying this number by 200,000 to standardise for business size

and then dividing by the number of hours worked in a month. It is then averaged over 12 months and is reported as a rolling 12-month figure.

27

MY FOOD BAG OPERATIONS

Growth Strategies
Building on our history of innovation and

exceptional customer service, during FY21

we identified a pipeline of growth opportunities

based on two strategic areas of focus:

LEADERSHIP IN MEALS & EXPANDING

OUR FOOD-BASED OFFERINGS

During FY21, we experienced an acceleration in demand,

as more customers trusted My Food Bag to deliver their meals.

We capitalised on the accelerated growth of online shopping

due to COVID-19, with several successful new product

launches and campaigns.

1.Our key growth initiatives:

• The launch of My Choice, which allows customers to

personalise their recipe selection, resulted in increased

order frequency as customers can now select the perfect

meal combination for their week and household.

• Upweighted marketing focus on Fresh Start through

advertising campaigns, weight loss challenges and

new products ensured growth for this brand.

• We also expanded our ‘Plant Rich’ portfolio, adding

Bargain Box Veggie to our leading range of meat-free

options, and continued to drive purchase frequency through

our My Food Bag Plant Rich education programme.

OPTIMISATION INITIATIVES DRIVING EFFICIENCIES

THIS YEAR & IN THE FUTURE

• Significant margin uplift was secured via procurement optimisation

across key categories

• Our new ERP system resulted in system and operational improvements

across the business

1

2

Continued leadership in the meal-kit market to align to consumer trends.

Utilising the established My Food Bag platform to further disrupt the business-

to-consumer market; for example, by expanding into the broader online food and

grocery market. These opportunities have been identified and are in development.

28

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021

2.
DISRUPTING THE

BUSINESS-TO-CONSUMER MARKET

There is a significant opportunity to leverage the established

My Food Bag platform (brand, database, nationwide

coverage, capability) to expand beyond our current

business scope.

We continue to evaluate growth opportunities for the

business through the expansion of food options, entering

new categories, diversifying into new channels and in

vertical integration. This includes:

• Entering new food categories by leveraging the existing

business model and platform

• Leveraging our brand credentials and capabilities

to expand beyond food and provide a wide range

of consumer products

• Moving beyond online and selling our existing products

through new distribution channels

• Performing elements of the supply chain in-house

to improve margins

• Continued focus on delighting our loyal customers

through initiatives like our My Global Kitchen recipe

series, the quarterly publication of our In Season magazine

and “money can’t buy” foodie rewards in our seasonal

loyalty campaigns.

• Ongoing growth of our ready-made offering, as

we included ready-made meals as a recipe option

within My Choice and the selection of single-serve

ready-made meals being expanded and new

ready-made formats launching.

• Our seasonal options continued to be popular and

drive strong average revenue per unit (ARPU), particularly

our Christmas range.

29

MY FOOD BAG OPERATIONS

Sarah ‘Sauerkraut’ Hindle
Independent Non-Executive Director

Sarah was appointed as a director

of My Food Bag in January 2021.

She has a broad range of experience in

management and governance across the

technology and consumer sectors. Sarah

was most recently the founding general

manager of Tech Futures Lab, where

she helped grow New Zealand’s most

innovative, tech-led learning institute.

Previously, Sarah was Global Head of

Business Delivery for Direct Wines and

Manager of Customer Experience and

Digital for KPMG Boxwood in the United

Kingdom. She began her career as a

solicitor for Minter Ellison Rudd Watts

in New Zealand.

She is also passionate about agri-tech

and the application of ‘tech for good’

and has held governance roles as

Chair of the Executive Council of

AgriTech New Zealand and as a

director and deputy chair for NZTech.

Sarah holds a Bachelor of Arts and

Bachelor of Laws from Victoria University

of Wellington, along with an MBA

from BI Norwegian Business School

of Management. She is enrolled as a

barrister and solicitor of the High Court

in New Zealand.

Tony ‘Tea’ Carter

Independent Chair

Tony joined the My Food Bag board

in January 2021 and was appointed

Chair at that time.

He has a broad range of experience

in governance across the consumer,

industrial services, infrastructure and

energy sectors. Tony moved into

governance following a successful

executive career, where he served as

Chief Executive and Managing Director

at Foodstuffs – New Zealand’s largest

retail organisation – for 10 years.

Tony is currently Chairman of Datacom

and TR Group and sits on the respective

boards of ANZ Bank New Zealand

and Vector. He was formerly Chair of

Air New Zealand for six years, Chair

of Fisher & Paykel Healthcare for eight

years and a director of Fletcher Building

for nine years. He was Chairman of

the New Zealand Institute when it

merged with the New Zealand Business

Roundtable to form the New Zealand

Initiative in 2012, of which he served

as inaugural Chairman until 2013.

Tony graduated from the University

of Canterbury with a Bachelor of

Engineering with honours, before

completing a Master’s of Philosophy

at Loughborough University of

Technology in the United Kingdom.

In 2020 he was made a Companion

of the New Zealand Order of Merit

for services to business governance.

Jennifer (Jen) ‘Biscotti’ Bunbury

Independent Non-Executive Director

Jen was appointed as a director

of My Food Bag in January 2021

and acts as Chair of the Audit and

Risk Committee.

She has an extensive background

in financial services, including NZX

listings, acquisitions, mergers and

strategic advisory. Jen was a director

in the Investment Banking team at Craigs

Investment Partners for nine years, with

experience in the horticulture, logistics

and energy sectors. Her earlier career

included investor relations roles at BHP

and Publicis in Europe, following four

years in the Investment Banking

team at ABN AMRO in New Zealand.

Most recently, Jen served as the Chief

Financial Officer for NZX50-listed

Tourism Holdings Limited until October

2020 and was a director of Togo Group

during this time. She is a member of the

NZ Institute of Directors and participated

in the Future Directors programme,

spending 12 months with the board

of agribusiness Scales Corporation.

Jen completed a Bachelor of Commerce

majoring in finance, graduating with

first-class honours from the University

of Canterbury.

BOARD OF DIRECTORS

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021

30

Chris ‘Macadamia’ Marshall
Non-Executive Director

Chris joined the My Food Bag board

on 6 October 2016, upon Waterman

Capital’s acquisition of a majority stake

in the Company.

He co-founded Waterman Capital

in 2004 and is currently serving as an

executive director of Waterman Capital.

Waterman Capital is a private company

investor which invests in mid-market

New Zealand growth businesses.

Chris has more than 20 years of

principal investment experience in

New Zealand. Prior to this he worked in

a management consulting role in London

assisting mid-market businesses.

Chris is a member of Waterman Capital’s

Investment Committee and is currently

a non-executive director of Healthcare

Holdings Limited (owner of the Mercy

Ascot Hospitals and other healthcare

businesses) and a non-executive

director of Lewis Holdings Limited,

an investment company associated

with Sir David Levene.

He graduated with a Bachelor of

Commerce from the University of

Otago and is a Chartered Accountant.

Jon ‘Macchiato’ Macdonald

Independent Non-Executive Director

Jon joined the My Food Bag board

in January 2021.

He has deep experience in technology,

the internet and consumer behaviour.

Jon held senior roles at Trade Me for

more than 15 years, including 11 years

as Chief Executive Officer, and has

since held a position as a director

(through Trade Me’s parent company,

Titan Parent NZ Ltd). He is also on the

boards of Contact Energy, Mitre 10

and Sharesies.

Earlier in his career, Jon worked in

the United Kingdom for HSBC, and in

Australia and New Zealand for Deloitte.

He has a Bachelor of Engineering (Hons)

from the University of Canterbury, and is

a Chartered Member of the NZ Institute

of Directors.

31

BOARD OF DIRECTORS

MANAGEMENT TEAM
My Food Bag’s Senior Leadership Team has an average tenure

at the Company of more than four years. The team brings a

depth and breadth of experience across multiple industries

including FMCG, services, e-commerce and media.

The team members have backgrounds that encompass early-

phase start-ups through to corporates within New Zealand and

overseas. With an equal representation of men and women, the

team has a proven track record of driving the business strategy

and culture effectively.

Kevin ‘Bacon’ Bowler

Chief Executive Officer

Kevin drives the team to do

the basics brilliantly every

week while also developing

and implementing the

Company’s long-term vision

and goals. He is responsible

for all day-to-day

management decisions.

Past experience:

• CEO, Frucor Suntory

Beverages NZ

(2016 – 2018)

• CEO, Tourism

New Zealand

(2010 – 2016)

• CEO, Yahoo!Xtra

(2007 – 2009)

Mark ‘Whitebait’

Winter

Chief Financial Officer

Mark leads the finance

function and has primary

responsibility for planning,

implementing and controlling

all finance-related activities.

He achieves this with a

collaborative team focused on

strong business partnerships.

Past experience:

• Group Financial

Controller, Fonterra

Brands NZ

(2016 – 2019)

• Commercial Manager

Operations & Supply

Chain, Fonterra Brands

NZ (2015 – 2016)

• General Manager

Commercial Operations,

Fonterra LATAM

(2014 – 2015)

Richard ‘Ragu’ Wafer

Chief Operating Officer

Richard oversees a broad

team, and is responsible

for the entire supply chain.

This includes the procurement

of ingredients, our assembly

operations, as well as the

logistics and compliance

functions.

Past experience:

• Chief Procurement Officer

and National Purchasing

& Operations Manager,

My Food Bag

(2014 – 2016)

• National Planning

Manager and Demand

Manager, Goodman

Fielder (2011 – 2014)

Louise ‘Chorizo’

Cunningham

Chief Marketing &

Customer Officer

Lou develops marketing

strategies that drive revenue

growth, enhance customer

experience and create social

impact. She also leads the

Customer Love team ensuring

My Food Bag delivers

award-winning customer

service and constantly

delights customers.

Past experience:

• Executive Director,

Geometry Global (Ogilvy

NZ) (2013 – 2017)

• Independent Director,

Union Digital

(2013 – 2015)

• Partner and Shareholder,

Farrimond Ltd

(2007 – 2011)

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021

32

Craig ‘Coffee’ Jordan
Chief Digital Officer

Craig manages all digital,

technology and data

functions, leading a capable

data-driven team responsible

for maintaining and

enhancing My Food Bag’s

proprietary e-commerce

platform, along with

providing actionable

data insights.

Past experience:

• Chief Digital Officer,

The Warehouse Group

(2014 – 2017 )

• Various executive and

senior leadership roles,

Trade Me (2007 – 2014)

Meagan ‘Marzipan’

Halpin

Head of People &

Performance

Meagan ensures

My Food Bag attracts top

talent and matches them

to the right roles. She has

a strong focus on inclusive

company communications,

which has resulted in an

engaged workforce and

a reputation as an enviable

place to work.

Past experience:

• Managing Director

Human Resources,

mcgarrybowen

(2005 – 2016)

• Senior Benefits Counselor,

University of Virginia

(2003 – 2005)

• Human Resources

Generalist,

Barnes & Noble.com

(2000 – 2003)

Polly ‘Pomegranate’

Brodie

Head of Development Kitchen

Polly leads a passionate team

in designing new recipes

each week while maintaining

a strong focus on ingredient

margin and My Food Bag’s

high nutritional standards.

Past experience:

• Development Kitchen

and Nutrition Manager,

My Food Bag

(2015 – 2018)

• Recipe Development

and Test Kitchen Chef,

My Food Bag

(2014 – 2015)

• Sous Chef, Motor

Yacht SIRONA III

(2012 – 2014)

Trish ‘Teriyaki’

Whitwell

Head of Innovation

Trish drives business growth

through the creation of new

products and the evolution

of existing ones. She runs

a collaborative innovation

process that allows

My Food Bag to respond

quickly to market changes.

Past experience:

• Head of Marketing,

My Food Bag

(2016 – 2017 )

• Marketing Manager,

Meadow Fresh, Goodman

Fielder (2015 – 2016)

• Marketing Manager,

Digital Channels, TVNZ

(2011 – 2013)

33

MANAGEMENT TEAM

FINANCIAL PERFORMANCE – KEY INDICATORS
FY21FY21FY20

Actual PFIActual

FINANCIAL PERFORMANCE ($M UNLESS STATED)

Deliveries volume (’000s) 1,533 1,526 1,250

Revenue 190.718 9 . 5153.3

Ingredients margin*8 9 .188.366.0

EBITDA15 . 514.416.8

Pro forma EBITDA29.028.516.3

Net profit after tax (NPAT)2.40.88.2

Pro forma NPAT16.715 . 6

Balance sheet and cash flow items ($m):

Total assets102.4100.8109.9

Cash and cash equivalents1.6-8.3

Total liabilities 48.248.151 . 7

Net cash/(debt) (14.3)(16.2)(8.6)

Net cash flows from operating activities (excludes offer costs) 2 4 .122.719. 2

RECONCILIATION OF NON-GAAP FINANCIALS ($M)

Net profit/(loss) after tax 2.40.88.2

Add back:

Depreciation, amortisation and impairment4.85.24.3

Net financing costs1.81.81.3

Income tax expense/(income)6.56.73 .1

EBITDA15.514.416 .9

Pro forma adjustments:

Offer costs14 .114.6

Listed company costs(0.6)(0.6)(0.6)

Pro forma EBITDA29.028.516.3

Deduct:

Depreciation, amortisation and impairment(4.8)(5.2)

Net financing costs(1.8)(1.8)

Income tax expense/(income)(6.5)(6.7)

Pro forma adjustments:

Listed company capital structure (interest and funding)0.90.9

Tax impact(0.1)(0.1)

Pro forma NPAT16.715.6

The Board is pleased to announce net profit after tax (NPAT)

of $2.4 million for FY21. This result is up on the FY21 PFI

as included in our PDS. Pro forma EBITDA, a metric used

extensively by the Board as an indication of underlying

profitability for the Group, was $29.0 million for FY21,

$0.5 million (or 1.8%) above our PFI forecast and 78%

above FY20.


This Annual Report includes certain non-GAAP financial information, including pro forma EBITDA, which is a non-GAAP financial measure that includes pro forma adjustments.

A reconciliation from GAAP NPAT to non-GAAP pro forma EBITDA and pro forma NPAT is illustrated in the table above. Pro forma figures have not been separately audited

but have been derived by management from My Food Bag’s audited financial statements for the year ended 31 March 2021. Pro forma EBITDA is a measure used extensively

by the Board and management as an indication of underlying profitability, however, as a non-GAAP measure it is provided for illustrative purposes only and caution should be

taken as other companies may calculate this measure differently.

The Group achieved consistent growth in Active Customers

during the year due to new product development and retaining

new and reactivated customers following peaks during the

early COVID-19 lockdowns. It also grew our customers’

purchase frequency and delivered significant improvement

in profitability through contracted procurement negotiations.

* Ingredients margin is defined as revenue less cost of goods sold (excluding assembly and distribution expenses).

** The rows shaded grey in this column were not provided in the PFI for FY20 and are therefore not included in this table.

**

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021

34

Consolidated Statement
of Financial Position

36

Consolidated Statement

of Comprehensive Income

37

Consolidated Statement

of Changes in Equity

38

Consolidated Statement

of Cash Flows

39

Notes to the Consolidated

Financial Statements

40

Financial Statements

FOR THE YEAR ENDED 31 MARCH 2021

FINANCIAL STATEMENTS

35

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021
36

Consolidated Statement of Financial Position

AS AT 31 MARCH 2021

NZ$000Note20212020

ASSETS

Current

Cash and cash equivalents

13

1,5998,337

Trade and other receivables

5 , 13

4601,537

Raw materials work in progress1,02476 5

Packaging19 2343

Prepayments9 51290

Lease receivable5247

Total current assets4,27811 , 3 1 9

Non-current

Property, plant and equipment

7

3 , 11 83 ,141

Intangible assets

8

86,06385,296

Non-current lease receivable308358

Right-of-use assets

9

8,6189,534

Total non-current assets98,10798,329

Total assets102,385109,648

LIABILITIES

Current

Trade and other payables

6

(12,118)(11,388)

Deferred revenue(2,682)(5,078)

Lease liabilities

13

(2,542)(1,093)

Derivative financial liabilities

12, 13

(179)(497)

Other current liabilities(1,980)(888)

Current tax liability(826)(1,585)

Total current liabilities(20,327)(20,529)

Non-current

Lease liabilities

13

(7,464)(9,519)

Bank loan

12

(15,864)(16,919)

Deferred tax liability

14

(4,282)(4,208)

Provisions(250)(250)

Total non-current liabilities(27,860)(30,896)

Total liabilities(48,187)(51,425)

Net assets54,19858,223

EQUITY

Share capital

10

59,3361,000

Retained earnings(5,138)5,769

Other shareholder contributions

15

-51,095

Share-based payment reserve

11

-359

Total equity 54,19858,223

The above statement of financial position should be read in conjunction with the accompanying notes.

Tony Carter

Chair

21 May 2021

Jen Bunbury

Director

21 May 2021

37
FINANCIAL STATEMENTS

37

NZ$000Note

Year ended

2021

Year ended

2020

Income

1

190,710153,301

Cost of sales(141,913)(120,640)

Gross profit48,79732,661

Marketing expenses(4,527)(3,736)

Financing expenses(1,690)(1,408)

Indirect expenses

3

(19,223)(16,098)

Other income

1

3211 0

Share-based payment expense

11

(305)(273)

Offer costs(14,115)-

Net profit before tax8,96911,256

Income tax expense

14

(6,527)(3,076)

Net profit after tax2,4428,180

Total comprehensive income2,4428,180

Earnings per share

Restated*

Basic profit for the year attributable to ordinary equity holders of the parent

4

0.01 0.04

Diluted profit for the year attributable to ordinary equity holders of the parent

4

0.01 0.04

Consolidated Statement of Comprehensive Income

FOR THE YEAR ENDED 31 MARCH 2021

The above statement of comprehensive income should be read in conjunction with the accompanying notes.

* Refer to note 4 for restatement.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021
38

Note

Share

capital

Other

shareholder

contributions

Retained

earnings

Share-based

payment

reserve

Total

equity NZ$000

Balance at 1 April 20201,00051,0955,76935958,223

Profit for the period--2,442-2,442

Total comprehensive income for the year--2,442-2,442

Cash dividends (pre IPO)--(13,349)-(13,349)

Share-based payment expense---305305

Vesting of employee share options

10

5 , 5 41--(664)4,877

Offer costs capitalised to equity

10

(2,046)---(2,046)

Proceeds from primary issuance

10

54,841---54,841

Repayment of shareholder loans-(51,095)--(51,095)

Balance at 31 March 202159,336-(5,138)-54,198

Balance at 1 April 20191,00051,0956,1478658,328

Effect of adoption of new accounting standards--(157)-(157)

Profit for the period--8,180-8,180

Total comprehensive income for the year--8,023-8,023

Cash dividends--(8,401)-(8,401)

Share-based payment expense---273273

Balance at 31 March 20201,00051,0955,76935958,223

The above statement of changes in equity should be read in conjunction with the accompanying notes.

Consolidated Statement of Changes in Equity

FOR THE YEAR ENDED 31 MARCH 2021

39
FINANCIAL STATEMENTS

Consolidated Statement of Cash Flows

FOR THE YEAR ENDED 31 MARCH 2021

NZ$000

Year ended

2021

Year ended

2020

OPERATING ACTIVITIES

Cash was provided from:

Receipts from customers188,291157,526

Interest received1341

Proceeds from insurance-22

Cash was applied to:

Payments to suppliers and employees(158,684)(134,699)

Interest paid (1,698)(1,283)

Tax paid(3,858)(2,406)

Net cash flows from operating activities24,06419,201

INVESTING ACTIVITIES

Cash was provided from:

Proceeds from sale of property, plant and equipment713

Cash was applied to:

Purchase of property, plant and equipment(674)(482)

Payments for development of digital assets(2,315)(3,172)

Net cash flows from investing activities(2,982)(3,641)

FINANCING ACTIVITIES

Cash was provided from:

Proceeds from issue of shares 54,841-

Proceeds from repayment of shareholder options1,535-

Proceeds from borrowings 67,095-

Cash was applied to:

Principal payments on leases(2,226)(1,775)

Dividends paid(13,349)(8,401)

Repayment of borrowings (68,095)-

Equity repurchase(51,095)-

Offer costs(16,161)-

Borrowing establishment costs(365)-

Net cash flows from financing activities(27,820)(10,176)

Net increase/(decrease) in cash flows(6,738)5,384

Cash and cash equivalents at the beginning of the period8,3372,953

Cash and cash equivalents at the end of the period 1,5998,337

The above statement of cash flows should be read in conjunction with the accompanying notes.

General Information 41
Reporting Entity 41

Basis of Preparation 41

Summary of Significant Accounting Policies 42

Financial Performance 43

1. Income 43

2. Operating Segments 43

3. Expenses 44

4. Earnings per Share 44

Working Capital 45

5. Trade Receivables 45

6. Trade and Other Payables 45

Long-term Assets 46

7. Property, Plant and Equipment 46

8. Intangible Assets 48

9. Leases 50

Funding and Equity 51

10. Issued Capital and Reserves 51

11 . Share Option Schemes 52

12. Borrowings 53

13. Financial Instruments and Financial

Risk Management

55

Other Notes 56

14. Taxation 56

15. Related Party Transactions 58

16. Operating Cash Flow Reconciliation 59

17. Contingent Liabilities 60

18. Capital Commitments 60

19. Comparison to Prospective

Financial Statements

60

Notes to the Consolidated Financial Statements

FOR THE YEAR ENDED 31 MARCH 2021

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021

40

41
FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

FOR THE YEAR ENDED 31 MARCH 2021

General Information

Reporting Entity

The consolidated financial statements (the financial statements) presented are those of My Food Bag Group Limited and its

subsidiary My Food Bag Limited (“the Group”). My Food Bag Group Limited is a profit-oriented Group incorporated and

domiciled in New Zealand under the New Zealand Companies Act 1993. My Food Bag Limited’s shares are publicly traded

on the New Zealand Stock Exchange (NZX) and Australian Securities Exchange (ASX).

The Group is an FMC reporting entity under the Financial Markets Conduct Act 2013.

The financial statements of the Group are for the year ended 31 March 2021. The financial statements were authorised for issue

by the Directors on 21 May 2021.

On 14 January 2021 MFB Group Limited was renamed My Food Bag Group Limited.

Basis of Preparation

STATEMENT OF COMPLIANCE

The financial statements comply with International Financial Reporting Standards (IFRS) and also with New Zealand equivalents

to International Financial Reporting Standards (NZ IFRS).

The 2020 income statement comparatives have been reclassified to conform to the current year’s presentation.

The changes are presentational only and do not change previously reported profit or equity.

BASIS OF MEASUREMENT

The financial statements have been prepared on the historical cost basis except where identified in the accounting policies below.

The Group’s consolidated financial statements are presented in New Zealand dollars, which is the Group’s functional currency.

The financial statements have been rounded to the nearest thousand dollars ($000), unless otherwise stated.

The financial statements have been prepared using the going concern assumption. In relation to the going concern assumption,

the Group has prepared forecasts which indicate that cash on hand, combined with cash flow as a result of operations, will enable

the Group to continue operating and satisfy its going concern and solvency requirements.

Accordingly, the Directors believe the going concern assumption is valid and have reached this conclusion having regard to the

circumstances which they consider likely to affect the Group during the period of one year from the date these financials are approved.

The accounting policies adopted are consistent with those followed in the preparation of the Group’s annual financial statements

for the year ended 31 March 2021.

KEY SOURCES OF ESTIMATION UNCERTAINTY AND KEY JUDGMENTS

The preparation of the Group’s financial statements requires management to make judgments, estimates and assumptions that

affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure

of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material

adjustment to the carrying amount of assets or liabilities affected in future periods. The estimates and judgments that are critical to the

determination of the amounts reported in the financial statements have been disclosed with the relevant financial statement notes.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021
42

Notes to the Consolidated Financial Statements (continued)

FOR THE YEAR ENDED 31 MARCH 2021

Summary of Significant Accounting Policies

The primary accounting policies applied in the preparation of these financial statements are set out below or, where an accounting

policy is directly related to an individual note, within the accompanying notes to the financial statements. These policies have been

consistently applied to the years presented, unless otherwise stated.

BASIS OF CONSOLIDATION

The financial statements comprise of the financial statements of the Group and its subsidiary as at 31 March 2021. The subsidiary

is an entity controlled by the Group. Control is achieved when the Group is exposed, or has rights, to variable returns from its

involvement with the investee and has the ability to affect those returns through its power over the investee.

The subsidiary is included in the consolidated financial statements using the acquisition method of accounting, from the date control

commences to the date the control ceases.

OTHER TAXES

Revenue, expenses, assets and liabilities are recognised net of the amount of GST, except receivables and payables, which are

stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the IRD is included as part of

receivables or payables in the statement of financial position.

Cash flows are included in the statement of cash flows on a basis net of the GST component of the cash flows arising from investing

and financing activities, which is recoverable from, or payable to, the IRD which is classified as part of the operating cash flows.

CASH AND SHORT-TERM DEPOSITS

Cash and short-term deposits in the statement of financial position comprise cash at bank and on hand and short-term deposits

with a maturity of three months or less, which are subject to an insignificant risk of changes in value.

CHANGE IN ACCOUNTING POLICIES

There are no new standards and interpretations that have impacted the financial statements for the year ended 31 March 2021.

STANDARDS ISSUED BUT NOT YET EFFECTIVE

There are no new standards and interpretations that have been issued, but not yet effective, that will impact the Group up to the date

of issuance of the Group’s financial statements.

PROVISIONS

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events and it is probable

that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated.

43
FINANCIAL STATEMENTS

Financial Performance

1. Income


NZ$000

Year ended

2021

Year ended

2020

Contracts with customers190,710153,301

Total income190,710153,301

Interest income1341

Other income3556

Gain/(loss) on disposal of plant, property and equipment(16)13

Total other income32 11 0

Revenue Recognition

Revenue from contracts with customers is recognised when control of the goods are transferred to the customer at an amount

that reflects the consideration to which the Group expects to be entitled in exchange for those goods. The Group has concluded

that it is the principal in its revenue arrangements.

Revenue from sale of goods (net of discounts) is recognised at the point in time when control of the asset is transferred to the

customer, generally on delivery. Cash is normally received in advance of delivery. Where cash is received during the period

in advance of delivery, which is after year end, the balance is recognised as deferred revenue.

The Group considers there are no other promises in the contract that are separate performance obligations to which a portion of

the transaction price needs to be allocated. In determining the transaction price for the sale of goods, the Group considers there

is no variable or non-cash consideration and no significant financing component exists.

2. Operating Segments

The Group determines its operating segments based on internal information that is regularly reported to the Chief Executive, who

is the Group’s Chief Operating Decision Maker.

The Group operates in one reportable segment being online meal kit and pre-prepared ready to heat meal delivery. This consists of

creating and delivering meal kits and pre-prepared ready to heat meals to New Zealand consumers. Within this reportable segment

there are no separate operating segments.

The Group operates in one geographic area, that being New Zealand. The Group has no single external customers with revenues

that amount to more than 10% of the Group’s total revenue.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021
44

3. Expenses

Profit before income tax has been arrived at after charging the following expenses from operations:


NZ$000


Notes

Year ended

2021

Year ended

2020

Staff expenses

Salaries and wages(13,365)(10,901)

Defined contribution

(366)(234)

Interest expense

(1,698)(1,282)

IT expenses

(1,929)(1,632)

Fair value of derivatives

318(74)

Amortisation expense on intangible assets

8

(1,540)(2,073)

Depreciation expense on property, plant and equipment

7

(674)(844)

Depreciation expenses on right of use assets

9

(2,554)(1,395)

Fees paid to Ernst & Young:

Audit and review of financial statements

(98)(74)

4. Earnings per Share (EPS)

The Group completed a 1-for-2017 share split on 22 January 2021 for ordinary shares and 11 February 2021 for vested share

options. On 4 March 2021, the Group issued 242,438 thousand shares in the initial public offering (IPO). The weighted average

number of ordinary shares used in the calculation of earnings per share, basic and diluted, for 2020 has been adjusted to reflect

the share split.

NZ$000

Year ended

2021

Restated

year ended

2020

Basic earnings per share

Net profit attributable to shareholders ($) 2,442 8,180

Weighted average number of ordinary shares on issue (000) 242,438 201,700

Basic earnings per share ($)0.010.04

Diluted earnings per share

Net profit attributable to shareholders ($) 2,442 8,180

Weighted average number of ordinary shares on issue for diluted earnings per share (000) 242,438 212,794

Diluted earnings per share ($)0.010.04

Reconciliation of weighted average number of shares (000)

Ordinary shares 242,438 201,700

Adjustment for shares outstanding under the employee share scheme* - 11,094

Weighted average number of shares used as the denominator in calculating diluted

earnings per share 242,438 212,794

* There is no impact on diluted EPS of the senior executive incentive scheme (note 11) at balance date.

Notes to the Consolidated Financial Statements (continued)

FOR THE YEAR ENDED 31 MARCH 2021

45
FINANCIAL STATEMENTS

Working Capital

5. Trade Receivables

Trade receivables are amounts due from customers for goods sold in the ordinary course of business. They are generally due

for settlement within 1 – 30 days and therefore are all classified as current. Debtors are recognised at their realisable value.

Collectability of trade receivables is reviewed on an ongoing basis. Refer to note 13 for expected credit loss policy.

NZ$00020212020

Trade receivables18 913 5

Estimated credit loss for trade receivables(112)(41)

Sundry debtors2401,443

GST receivable14 3 -

Trade and other receivables4601,537

6. Trade and Other Payables

Trade and other payables are stated at cost or estimated liability where accrued.

NZ$00020212020

Current liabilities

Trade payables(11,302)(9,979)

Credit cards(58)(44)

GST payable -(657)

Accrued expenses(758)(708)

Trade and other payables(12,118)(11,388)

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021
46

Long-Term Assets

7. Property, Plant and Equipment


NZ$000

Motor

vehicles

Plant and

machinery

Furniture,

fittings and

equipment Computers Total

Year ended 31 March 2021

Balance as at 1 April 20204182,5651, 8244765,283

Additions224328413 66 74

Transfers-----

Disposals(28)(218)(56)(86)(388)

Balance as at 31 March 20214122,7791,8525265,569

Accumulated depreciation

Balance as at 1 April 2020(252)(746)(770)(374)(2,142)

Depreciation charge(63)(301)(195)(115)(674)

Depreciation eliminated on disposal of assets222095282365

Balance as at 31 March 2021(293)(838)(913)(407)(2,451)

Net book value as at 31 March 202111 91,94193911 93 , 11 8

Year ended 31 March 2020

Balance as at 1 April 20193 712,3171, 754 369 4,811

Additions4724678 111 482

Transfers-2(2)--

Disposals--(6)(4)(10)

Balance as at 31 March 20204182,5651,8244765,283

Accumulated depreciation

Balance as at 1 April 2019(183)(387)(501)(237)(1,308)

Depreciation charge(69)(359)(275)(141)(844)

Depreciation eliminated on disposal of assets--6410

Balance as at 31 March 2020(252)(746)(770)(374)(2,142)

Net book value as at 31 March 202016 618191,05410 23 ,141

Notes to the Consolidated Financial Statements (continued)

FOR THE YEAR ENDED 31 MARCH 2021

47
FINANCIAL STATEMENTS

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives,

using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end

of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

Right-of-use assets are depreciated over the term of the lease. However, when there is no reasonable certainty that ownership

will be obtained by the end of the lease term, assets are depreciated over the shorter of the lease term and their useful lives.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to

arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and

equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised

in profit or loss.

For the purposes of considering whether there has been any impairment, assets are grouped at the lowest level for which there

are identifiable cash inflows that are largely independent of the cash flows of other groups of assets. When the book value of

a group of assets exceeds the recoverable amount an impairment loss arises and is recognised in earnings immediately.

The following depreciation rates have been used:

• Motor vehicles 21% – 25% Straight line

• Plant and machinery 8% – 67% Straight line

• Furniture, fittings and equipment 13% – 67% Straight line

• Computers 50% – 67% Straight line

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021
48

Notes to the Consolidated Financial Statements (continued)

FOR THE YEAR ENDED 31 MARCH 2021

8. Intangible Assets

NZ$000Software

Software work

in progressGoodwill

Customer

relationshipsBrand Total

Year ended 31 March 2021

Cost or valuation

Balance as at 1 April 20203,2571, 72263,6315 , 2 6118,35792,228

Additions for the year52,310---2,315

Transfers3 ,12 2(3,122)----

Disposals(1,378)----(1,378)

Balance as at 31 March 20215,00691063,6315,26118,35793,165

Accumulated amortisation and

impairment

Balance as at 1 April 2020(1,671)--(5,261)-(6,932)

Amortisation charge(1,540)----(1,540)

Amortisation eliminated on

disposal of asset1,370----1,370

Balance as at 31 March 2021(1,841)--(5,261)-(7,102)

Book value as at 31 March 20213,16591063,631-18,35786,063

Year ended 31 March 2020

Cost or valuation

Balance as at 1 April 20191, 39447863,5395 , 2 6118,35789,029

Additions for the year533 , 11 992--3,264

Transfers1, 875(1,875)----

Disposals(65)----(65)

Balance as at 31 March 2020

3,2571,72263,6315,26118,35792,228

Accumulated amortisation and

impairment

Balance as at 1 April 2019(742)--(4,160)-(4,902)

Amortisation charge(972)--(1,101)-(2,073)

Amortisation eliminated on

disposal of asset43----43

Balance as at 31 March 2020(1,671)--(5,261)-(6,932)

Book value as at 31 March 20201,5861,72263,631-18,35785,296

49
FINANCIAL STATEMENTS

ANNUAL IMPAIRMENT ASSESSMENT OF INDEFINITE USUAL LIFE ASSETS

Goodwill and brand are considered indefinite life intangible assets and are tested for impairment each reporting period.

There is only one cash-generating unit (CGU). For impairment purposes, the CGU has been valued on a value-in-use

basis using a discounted cash flow model.

The Group has assessed brand assets as having an indefinite useful life. In coming to this conclusion, management considered

expected expansion of the usage of the brands across other products and markets, the typical customer life cycle of these assets,

the stability of the industry in which the brands are operating, the level of maintenance expenditure required and the period of

legal control over the brands.

During the current period, management has determined that there is no impairment of any of the goodwill and brands.

The Group has determined that the assessment of any potential impairment of goodwill and intangible assets with indefinite

useful life is most sensitive to changes in the following assumptions:

• Projected cash flows, in particular the underlying growth rates supporting this which have been based on historical data,

PFI information and current market information. Cash flows beyond five years have been extrapolated using estimated

terminal growth rates, which do not exceed the long-term average growth rate. The terminal growth rate used was 2.0%.

• Post-tax discount rates to reflect the Group’s estimate of the time value of money and risks associated with the CGU.

In determining the appropriate discount rate, consideration has been given to the estimated weighted average cost of

capital (WACC) of 6.8%.

SENSITIVITY TO REASONABLY POSSIBLE CHANGES IN ASSUMPTION

The impairment assessment confirmed the recoverable amount exceeded the carrying value at 31 March 2021. Based on current

economic conditions and performance of the CGU, no reasonably possible change in a key assumption used in the determination

of the recoverable value of the CGU would result in a material impairment to the Group.

Computer Software

Costs that are directly associated with the development of identifiable and unique software products controlled by the

Group that will generate economic benefits exceeding costs beyond one year are recognised as intangible assets. Costs are

capitalised in accordance with NZ IAS 38. Costs associated with maintaining computer software programs are recognised

as an expense when incurred.

Computer software licences and development costs recognised as assets are amortised on a straight-line basis at the rates below:

• Software 14%–50% Straight-line

Brands

Brands for which relevant factors indicate that there is no limit to the foreseeable net cash flows are considered to have

an indefinite useful life and are held at cost and are not amortised but are subject to an annual impairment test. Brands

are considered to have an indefinite useful life as there are no factors which indicate that there is a limit on their capacity

to generate foreseeable cash flows.

Goodwill

Goodwill is initially measured at cost (being the excess of the aggregate of the consideration transferred and the amount

recognised for non-controlling interests and any previous interest held over the net identifiable assets acquired and liabilities

assumed). If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group

reassesses whether it has correctly identified all the assets acquired and all the liabilities assumed and reviews the procedures

used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair

value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in profit or loss.

Goodwill is not amortised, but tested for impairment at least annually.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021
50

Notes to the Consolidated Financial Statements (continued)

FOR THE YEAR ENDED 31 MARCH 2021

Finite-life Intangible Assets

Finite-life intangible assets represent customer relationships acquired in a business combination and are carried at cost less

accumulated amortisation and any accumulated impairment losses. Amortisation is recognised on a straight-line basis, to

appropriately reflect the reduction in value of the intangible over its deemed useful life of 2 years.

Intangible Assets Acquired in a Business Combination

All potential intangible assets acquired in a business combination are identified and recognised separately from goodwill

where they satisfy the definition of an intangible asset and their fair value can be measured reliably.

9. Leases

The Group has lease contracts for property and various items of plant, machinery, vehicles and other equipment used in its

operations. Leases of property have lease terms between 2 and 9 years, while plant, machinery, vehicles and other equipment

generally have lease terms between 3 and 5 years. The Group’s obligations under its leases are secured by the lessor’s title

to the leased assets. Generally, the Group is restricted from assigning and subleasing the leased assets. Some leases contain

extension options by the Group up to 1 year before the end of the non-cancellable contract period. The Group assesses at lease

commencement date whether it is reasonably certain to exercise the extension option. The Group reassesses whether it is reasonably

certain to exercise the option if there is a significant event or significant change in circumstances within its control.

The Group also has certain leases of machinery with lease terms of 12 months or less and leases of office equipment with low value.

The Group applies the ‘short-term lease’ and ‘lease of low-value assets’ recognition exemptions for these leases.

Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period:

NZ$000Property

Motor

vehicles

Plant and

machinery Total

As at 1 April 2020

Balance as at 1 April 20209 ,19 0143309,534

Additions/Increases4,587--4,587

Modifications(2,949)--(2,949)

Depreciation expense(2,410)(14)(130)(2,554)

Balance as at 31 March 20218,418-2008,618

As at 1 April 2019

Balance as at 1 April 201910 ,19 3584 5110,702

Additions/Increases18 7-40227

Depreciation expense(1,190)(44)(161)(1,395)

Balance as at 31 March 20209 ,19 0143309,534

The following are the amounts recognised in profit or loss:

NZ$0002021 2020

Depreciation expense of right-of-use assets2,5541, 395

Interest expense on lease liabilities496464

Total amount recognised in profit or loss3,0501,859

The Group had total cash outflows for leases of $2,647 thousand in 2021. The Group also had non-cash additions to right-of-use

assets and lease liabilities of $4,587 thousand in 2021. However, on 3 November 2020, the Group was notified by a current

landlord that a buyer has been identified for the My Food Bag leased property and My Food Bag will be required to vacate the site

in 2022. This has resulted in a modification. During the period the Group determined it was no longer reasonably certain it would

extend one of its property leases by utilising the extension option. This resulted in a modification.

51
FINANCIAL STATEMENTS

Determining the Lease Term of Contracts with Renewal and Termination Options

– Group as Lessee

Determining the lease term of contracts with renewal and termination options – Group as lessee: The Group determines the

lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it

is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain

not to be exercised. The Group has several lease contracts that include extension and termination options. The Group applies

judgment in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease.

That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination.

After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances

that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate (for example,

construction of significant leasehold improvements or significant customisation to the leased asset).

Leases – Estimating the Incremental Borrowing Rate

Leases – Estimating the incremental borrowing rate: The Group cannot readily determine the interest rate implicit in the lease,

it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Group would have

to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to

the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group ‘would have to pay’,

which requires estimation when no observable rates are available or when they need to be adjusted to reflect the terms and

conditions of the lease. The Group estimates the IBR using observable inputs when available and is required to make certain

entity-specific estimates.

Funding and Equity

10. Issued Capital and Reserves

20212020

NZ$000

Number

(000s)NZ$000

Number

(000s)

Issued capital and reserves compromises:

Fully-paid ordinary shares59,336242,4381,000100

Each fully-paid ordinary share confers on the holder one vote at a meeting of the Group, a share in distributions approved by the

Directors, and a share in the distribution of the surplus assets of the Group on dissolution.

The ordinary shares have no par value.

2021

NZ$000

Number

(000s)

As at 1 April 20201,00010 0

Share split-201,600

Primary issuance54,84129,644

Issue of share capital on vesting of share options2 ,19 811,094

Offer costs(2,046)-

Tax benefit of share options vested3,343-

As at 31 March 202159,336242,438

CAPITAL MANAGEMENT

For the purpose of the Group’s capital management, capital includes issued capital, share options and all other equity reserves

attributable to the equity holders of the parent. The primary objective of the Group’s capital management is to maximise shareholder

value. The Group complied with all externally imposed capital requirements during the period to which it is subject.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021
52

Notes to the Consolidated Financial Statements (continued)

FOR THE YEAR ENDED 31 MARCH 2021

11. Share Option Schemes

The Group has a share option scheme under which options to subscribe for the Group’s shares have been granted to certain

shareholders, board members and executives. The scheme vested during the year ended 31 March 2021. The options convert

to ordinary shares. This is an equity-settled share scheme.

A new Senior Executive Incentive Scheme was established in February 2021 for certain members of the executive management

team. Under the Scheme these executives will be offered a number of share rights determined by dividing a dollar value by the

value of one share in the Group at the issue date of the share rights (being the date on which the Group releases its FY22 results).

The dollar value of the grant of the share rights is based upon the Group’s EBITDA and certain other performance hurdles, assessed

against the Group’s performance during FY22 against the PFI included in the Group’s recent product disclosure statement, with a

grant only being made where the Group outperforms the PFI by a prescribed amount for this period.

The scheme has been determined to be an equity settled arrangement. The fair value assessment of the equity instruments granted

has been determined to be $124 thousand. The fair value of the scheme has been determined using the black-scholes option

pricing calculator and is being amortised over the restrictive period.

OTHER CAPITAL RESERVES

NZ$00020212020

As at 1 April 35986

Expense for the year305273

Reversal to share capital (664)-

As at 31 March -359

NATURE AND PURPOSE OF RESERVES

The share-based payment valuation reserve is used to recognise the value of equity-settled share-based payments provided to

employees, including key management personnel, as part of their remuneration.

All other reserves are as stated in the consolidated statement of changes in equity.

FAIR VALUE

The fair value of the share options were estimated on the grant date, based on a valuation methodology having regard to the

Group valuation at grant date, expiry date of the options, exercise price, risk free interest rate, volatility and dividend yield.

Fair value of equity share options

Options


NZ$000

Opening value – 1 April 20194,675397

Changes during the period825267

Closing value – 31 March 20205,500664

Changes during the period(5,500)(664)

Closing balance – 31 March 2021--

53
FINANCIAL STATEMENTS

Equity-settled Transactions

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate

valuation model.

The cost is recognised in the statement of comprehensive income, together with a corresponding increase in equity (share-based

payment reserve), over the period in which service and, where applicable, the performance conditions are fulfilled (the vesting

period). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects

the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will

ultimately vest. The expense or credit in the statement of comprehensive income for a period represents the movement in

cumulative expense recognised as at the beginning and end of the period.

Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards,

but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments

that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions

attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting

conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also

service and/or performance conditions.

No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions

have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of

whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.

When the terms of an equity-settled award are modified, the minimum expense recognised is the grant date fair value of the

unmodified award, provided that the original terms of the award are met. An additional expense, measured as at the date

of modification, is recognised for any modification that increases the total fair value of the share-based payment transaction,

or is otherwise beneficial to the employee. Where an award is cancelled by the entity or by the counterparty, any remaining

element of the fair value of the award is expensed immediately through profit or loss.

12. Borrowings

The Group borrows in the form of bank loans and other financial instruments. Funding costs associated with the Group’s borrowings

are shown in the note below.

Reconciliation of Liabilities arising from Financial Activities

NZ$00020212020

Bank loans

15,864 16 , 919

Value of derivatives used to manage changes in hedged risk on debt instruments

179 497

Economic debt

16,043 17,416

Less: Cash and cash equivalents (1,599) (8,337)

Net debt 14,444 9,079

Carrying Value of Borrowings included within the Balance Sheet as follows:

NZ$00020212020

Non-current borrowings

15,864 16 , 919

Total borrowings

15,864 16,919

Less: Cash and cash equivalents (1,599) (8,337)

Net debt 14,265 8,582

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021
54

At reporting date, the Group had the following facilities:

NZ$00020212020

Utilised revolving credit facility

16,000-

Unutilised overdraft

5,000 -

Unutilised revolving credit facility

19,000 -

Total facilities 40,000 -

BANK LOANS

At 31 March 2021 the Group had secured a revolving credit facility under a Senior Facility Agreement, the security interest in the

personal property, and a fixed charge over the ‘other property’ (meaning real property, and anything that is not personal property),

of My Food Bag Group Limited, and an expiry date of 5 March 2024.

Interest rate comprises a line fee of 1.16% and the base rate (BKBM rate) plus a margin of 1.74%.

On 5 March 2021, the Group repaid the historical term loan facility with the proceeds from the primary capital raise.

The Group has met the covenant requirements for the year ended 31 March 2021.

Liquidity risk is the risk that the Group will encounter difficulty in meeting its financial commitments as they fall due. The Group

manages its liquidity risk by maintaining a target level of undrawn committed credit facilities and a spread of the maturity dates

of the Group’s debt facilities that it reviews on an ongoing basis.

The table below summarises the maturity profile of the Group’s financial liabilities based on contractual payments.

Period ended 31 March 2021

NZ$000On demand

Less than

3 months3 to 12 months1 to 5 yearsTotal

Trade and other payables

- (12,118) - - (12,118)

Bank loan

- - - (15,864)(15,864)

Lease liabilities

- -(2,542)(7,464)(10,006)

Financial Liabilities - (12,118)(2,542) (23,328)(37,988)

INTEREST RATE RISK

It is estimated a +10 basis point increase in interest rates would result in an increase in the Group’s interest costs by approximately

$4 thousand pre-tax on the Group’s debt portfolio.

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and

borrowings. The Group’s profit before tax is affected through the impact on floating rate borrowings, as follows:

Increase/decrease

in basis points

2021

Effect on profit

before tax

NZ$000

2020

Effect on profit

after tax

NZ$000

NZD

+104(478)

NZD

–104(516)

The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment.

The impact on equity is the same as the impact on profit before tax.

The Group enters into interest rate swaps to manage the interest rate risk on the bank loan.

As at 31 March 2021, the Group had an interest rate swap agreement in place for a total notional amount of $15,000 thousand whereby

the Group pays a fixed rate of interest of 2.785% and receives interest at a variable rate, which as at 31 March 2021 is 0.32%.

Deal dateMaturity dateInterest rate

Notional

amount

($000s) Pay frequency

Fair value

($000s)

Interest rate swaps25/11/201630/09/20210.32%15,000Quarter(179)

Notes to the Consolidated Financial Statements (continued)

FOR THE YEAR ENDED 31 MARCH 2021

55
FINANCIAL STATEMENTS

13. Financial Instruments and Financial Risk Management

2 0 212020

NZ$000

Financial loans

and receivables

at amortised

cost

Financial

assets/liabilities

at fair value

(level 2)

Financial loans

and receivables

at amortised

cost

Financial

assets/liabilities

at fair value

(level 2)

Assets

Cash and cash equivalents1,599-8,337-

Trade receivables 460-1,537-

Total financial assets 2,059-9, 874-

Liabilities

Trade and other payables(12,118)-(11,388)-

Derivative financial liabilities-(179)-(497)

Finance lease liabilities(10,006)-(10,862)-

Bank loan(15,864)-(16,919)-

Total financial liabilities(37,988)(179)(39,169)(497)

Financial Instruments and Financial Risk Management

Financial assets and financial liabilities are recognised when a Group entity becomes a party to the contractual provisions

of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the

acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value

through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate,

on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value

through profit or loss are recognised immediately in profit or loss.

Financial Assets

The Group’s financial assets are classified, at initial recognition, and subsequently measured at amortised cost.

The Group measures financial assets at amortised cost if both of the following conditions are met:

• The financial asset is held with the objective to hold financial assets in order to collect contractual cash flows; and

• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments

of principal and interest on the principal amount outstanding.

The Group’s financial assets at amortised cost includes trade receivables.

Financial assets at amortised cost are subsequently measured using the effective interest rate (EIR) method and are subject

to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.

For trade receivables, the Group applies a simplified approach in calculating expected credit losses (ECLs). Therefore,

the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each

reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted

for forward-looking factors specific to the debtors and the economic environment.

The Group does not measure any assets at fair value through other comprehensive income (OCI) or fair value through

profit or loss.

FINANCIAL LIABILITIES

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans

and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021
56

Other Notes

14. Taxation


NZ$000

Year ended

2021

Year ended

2020

Current period6,4013 , 6 71

Adjustments for prior periods46(60)

Current tax expense6,4473,611

Origination and reversal of temporary differences74(541)

Recognition of previously unrecognised tax losses66

Deferred tax expense/(income)80(535)

Total income tax expense6,5273,076

Reconciliation of effective tax rate

The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the tax rate applicable

in New Zealand as follows:


NZ$000

Year ended

2021

Year ended

2020

Profit before tax8,96911,256

Income tax using the Group tax rate 28%2,5113 ,15 2

(Under)/over provided in prior years46(60)

Non-deductible expenses3,970(16)

Income tax expense6,5273,076

Deferred income tax

As at 1 April(4,208)(4,804)

Impact of IFRS 16 adoption to retained earnings-61

(Under)/over provided in prior years-(6)

Charge/(credit) to statement of comprehensive income(74)5 41

As at 31 March(4,282)(4,208)

Notes to the Consolidated Financial Statements (continued)

FOR THE YEAR ENDED 31 MARCH 2021

57
FINANCIAL STATEMENTS

The movement in deferred income tax assets and liabilities during the period, without taking into consideration the offsetting balances

within the same tax jurisdiction, is as follows:


NZ$000

Leases and

right-of-use

assets

Fixed

assetsDerivativesIntangibles

Accrual and

provisionsTax lossesTotal

As at 1 April 202035419 713 9(5,140)2366(4,208)

Credited/(charged) to the

statement of comprehensive income19(249)(89)-245-(74)

Credited/(charged) to equity -------

Deferred tax as at

31 March 2021373(52)50(5,140)4 816(4,282)

As at 1 April 2019

-6211 8(5,448)4586(4,804)

Credited/(charged) to the

statement of comprehensive income25413 521308(222)-496

Credited/(charged) to equity 100-----10 0

Deferred tax as at

31 March 202035419 713 9(5,140)2366(4,208)

Deferred income tax assets are recognised for tax loss carry-forwards to the extent that the realisation of the related tax benefit

through the future taxable profits is probable.

Imputation credit account

The imputation credit account balance in the Group as at 31 March 2021 is $0.5 thousand (2020: $2,072 thousand).

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

CURRENT TAX

The tax currently payable is based on taxable profit for the period. Taxable profit differs from ‘profit before tax’ as reported in

the consolidated statement of comprehensive income because of items of income or expense that are taxable or deductible in

other years and items that are never taxable or deductible. The Group’s current tax is calculated using tax rates that have been

enacted or substantively enacted by the end of the reporting period. Management periodically evaluates positions taken in tax

returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where

appropriate on the basis of amounts expected to be paid to the tax authorities.

DEFERRED TAX

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated

financial statements and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally

recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available

against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not

recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets

and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that

it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021
58

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability

is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end

of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in

which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current

tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on

either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

CURRENT AND DEFERRED TAX FOR THE PERIOD

Current and deferred tax are recognised in the statement of comprehensive income, except when they relate to items that are

recognised in other comprehensive income or directly in equity, in which case the current and deferred tax are also recognised

in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial

accounting for a business combination, the tax effect is included in the accounting for the business combination.

15. Related Party Transactions

Balances and transactions between the Group and its subsidiary, which are related parties of the Group, have been eliminated

on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are

disclosed below.

TRADING TRANSACTIONS

During the period, Group entities entered into the following trading transactions with related parties that are not members

of the Group:

NZ$000Directors’ feesOther feesTotal

J & C Robinson 47 - 47

T Gattung 23 - 23

K Roberts 25 - 25

C Marshall 37 - 37

P Maud 24 - 24

L Jenkins 24 - 24

N Lim - 263263

T Carter 29 16 45

J Macdonald 18 10 28

J Bunbury 14 8 22

S Hindle 14 - 14

Total 255 297 552

Other shareholder contributions:

NZ$00020212020

The APL Holdings Trust - 5 , 518

The Theresa Gattung Investment Trust - 5 , 518

The Lim & Bagrie Family Trust - 2,759

The Red Rose Trust - 1,533

Waterman Fund 3LP - 35, 767

Total-51,095

The shareholder contributions have been repaid in full during FY21.

The other shareholder contributions were historically classified as equity contributions as repayment is on mutual agreement of both

the borrower and the lender (or else they are perpetual) and the contributions are interest free. The other shareholder contributions

carry no voting rights.

Notes to the Consolidated Financial Statements (continued)

FOR THE YEAR ENDED 31 MARCH 2021

59
FINANCIAL STATEMENTS

COMPENSATION OF KEY MANAGEMENT PERSONNEL OF THE GROUP

The following amounts were paid to key management personnel of the Group during the financial period:

NZ$00020212020

Short-term employee benefits 2 ,1912 ,12 6

Share-based payment transactions 202181

Total compensation paid to key management personnel 2,3932,307

Share-based Payments

From time to time related parties, senior executive and management personnel of the Group receive remuneration in the form

of share-based payments and render services as consideration for equity instruments (equity-settled transactions). During the

period 5.5 thousand options were executed by senior executives and related parties (James Robinson – 500 options,

Cecila Robinson – 500 options, Nadia Lim – 600 options, Kevin Roberts – 250 options). $1,535 thousand was received

by the Group on execution of the options and a tax benefit of $3,343 thousand has been recorded in Equity in respect of

employees who executed their options.

16. Operating Cash Flow Reconciliation

The reconciliation of profit before tax to net cash flows from operations is as follows:

NZ$00020212020

Net profit before taxation8,96911,256

Adjustments for non-cash items:

Depreciation on property plant and equipment 6 74844

Amortisation on intangible assets1,5402,073

Non-cash movements in intangible assets31 0(22)

Gain/loss on sale of property, plant and equipment (15)13

Derivative financial instruments (318)74

Share-based payment expense359273

Depreciation on right-of-use assets2,554 1,395

Lease modifications - 352

Changes in assets and liabilities

(Increase)/decrease in trade and other receivables1, 077(410)

(Increase)/decrease in packaging151(115)

(Increase)/decrease in raw materials work in progress(259)(500)

(Increase)/decrease in prepayments(661)(58)

Increase/(decrease) in trade and other payables73 01,10 0

Increase /(decrease) in deferred revenue(2,396)4,729

Increase/(decrease) in other liabilities1,09222

(Increase)/decrease finance leases relating to operating cash flows - 581

Income tax paid (3,858)(2,406)

Offer costs not included in operating cash flow14 ,115-

Positive net cash flows from operating activities24,06419,201

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021
60

17. Contingent Liabilities

The Group has no contingent liabilities (2020: Nil).

18. Capital Commitments

The Group has capital commitments of $35 thousand (2020: $1,015 thousand).

19. Comparison to Prospective Financial Statements

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

NZ$000

Actual

2021

Unaudited

prospective

2021

Income190,710189,499

Cost of sales(141,913)(141,430)

Gross profit48,79748,069

Marketing expenses(4,527)(4,531)

Financing expenses(1,690)(1,764)

Indirect expenses(19,223)(19,390)

Other income32-

Share-based payment expense(305)(305)

Offer costs(14,115)(14,634)

Net profit for the year – before tax8,9697, 4 4 5

Income tax expense(6,527)(6,679)

Net profit for the year – after tax2,442766

Total comprehensive income for the year 2,442766

Earnings per Share

Basic profit for the year attributable to ordinary equity shareholders of the parent 0.01 0.00

Diluted profit for the year attributable to ordinary equity holders of the parent 0.01 0.00

EXPLANATION OF VARIANCES

The key variances to the PFI were:

• Higher sales volumes drove the gross profit variance.

• Financial expenses are less due to the gain of financial derivatives.

• Offer costs were lower than estimated.

Notes to the Consolidated Financial Statements (continued)

FOR THE YEAR ENDED 31 MARCH 2021

* This information is sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial statement format.

*

61
FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Actual


NZ$000

Share

capital

Other

shareholder

contributions

Retained

earnings

Share-based

payment

valuation

reserve

Total

equity

Balance at 1 April 20201,00051,0955,76935958,223

Profit for the period--2,442-2,442

Total comprehensive income for the year--2,442-2,442

Cash dividends--(13,349)-(13,349)

Share-based payment expense---305305

Vesting of employee share options5 , 5 41--(664)4,877

Offer costs capitalised to equity(2,046)---(2,046)

Proceeds from primary issuance54,841---54,841

Repayment of shareholder loans-(51,095)--(51,095)

Balance at 31 March 202159,336-(5,138)-54,198

Prospective (unaudited)*


NZ$000

Share

capital

Other

shareholder

contributions

Retained

earnings

Share-based

payment

valuation

reserve

Total

equity

Balance at 1 April 20201,00051,0955,76935958,223

Profit for the period--76 6-76 6

Total comprehensive income for the year--766-766

Cash dividends--(13,287)-(13,287)

Share-based payment expense---305305

Vesting of employee share options5,685--(664)5,021

Offer costs capitalised to equity(2,033)---(2,033)

Proceeds from primary issuance54,841---54,841

Repayment of shareholder loans-(51,095)--(51,095)

Balance at 31 March 202159,493-(6,752)-52,741

EXPLANATION OF VARIANCES

Total equity is higher than PFI due to the higher profit during the PFI period.

* This information is sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial statement format.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021
62

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

NZ$000

Actual

2021

Unaudited

prospective

2021

Assets

Current

Cash and cash equivalents1,599-

Trade and other receivables4601,18 2

Raw materials work in progress1,024458

Packaging19 2287

Prepayments9 51876

Other current assets5297

Total current assets4,2782,900

Non-current

Property, plant and equipment3 , 11 83 ,16 5

Intangible assets86,06385,866

Non-current lease receivable308306

Right-of-use assets8,6188,562

Total non-current assets98,10797,899

Total assets102,385100,799

Liabilities

Current

Trade and other payables(12,118)(11,079)

Deferred revenue(2,682)(3,452)

Lease liabilities (2,542)(2,498)

Derivative financial liabilities(179)(395)

Other current liabilities(1,980)(1,438)

Bank loan-77

Current tax liability(826)(824)

Total current liabilities(20,327)(19,609)

Non-current

Lease liabilities (7,464)(7,453)

Bank loan(15,864)(16,248)

Deferred tax liability(4,282)(4,498)

Provision(250)(250)

Total non-current liabilities(27,860)(28,449)

Total liabilities(48,187)(48,058)

Net assets54,19852,741

Equity

Share capital59,33659,493

Retained earnings(5,138)(6,752)

Other shareholder contributions--

Share-based payment reserve--

Total equity 54,19852,741

EXPLANATION OF VARIANCES

Cash and cash equivalents are up on PFI due to higher profit in the PFI period. Trade and other receivables are lower than PFI due to the

reduction in supplier rebates as a result of supplier renegotiations. This has caused trade and other payables to be higher due to changes in

supplier payment terms.

* This information is sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial statement format.

Notes to the Consolidated Financial Statements (continued)

FOR THE YEAR ENDED 31 MARCH 2021

*

63
FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF CASH FLOWS


NZ$000

Actual

2021

Unaudited

prospective

2021

Operating activities

Cash was provided from:

Receipts from customers188,291187,873

Interest received13-

Proceeds from insurance--

Cash was disbursed to:

Payments to suppliers and employees(158,684)(159,835)

Interest paid (1,698)(1,654)

Tax paid(3,858)(3,664)

Net cash flows from operating activities24,06422,720

Investing activities

Cash was provided from:

Proceeds from sale of property, plant and equipment7-

Cash was applied to:

Purchase of property, plant and equipment(674)(719)

Payments for development of digital assets(2,315)(2,201)

Net cash flows from investing activities(2,982)(2,920)

Financing activities

Cash was provided from:

Proceeds from issue of shares 54,84154,841

Proceeds from repayment of shareholder options 1,5351,535

Proceeds from borrowings 67,09567,436

Cash was applied to:

Principal payments on leases(2,226)(2,439)

Dividends paid(13,349)(13,288)

Repayment of borrowings (68,095)(68,095)

Equity repurchase(51,095)(51,095)

Offer costs(16,161)(16,667)

Borrowing establishment costs(365)(365)

Net cash flows from financing activities(27,820)(28,137)

Net increase / (decrease) in cash flows(6,738)(8,337)

Cash and cash equivalents at the beginning of the period8,3378,337

Cash and cash equivalents at the end of the period 1,599-

EXPLANATION OF VARIANCES

Cash and cash equivalents are up on PFI due to higher profit in the PFI period.

* This information is sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial statement format.

*

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021
64

Independent Auditor’s Report

FOR THE YEAR ENDED 31 MARCH 2021

To the Shareholders of My Food Bag Group Limited

OPINION

We have audited the financial statements of My Food Bag Group Limited (“the company”) and its subsidiary (together “the group”)

on pages 36 to 63, which comprise the consolidated statement of financial position of the group as at 31 March 2021, and the

consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash

flows for the year then ended of the group, and the notes to the consolidated financial statements including a summary of significant

accounting policies.

In our opinion, the consolidated financial statements on pages 36 to 63 present fairly, in all material respects, the consolidated

financial position of the group as at 31 March 2021 and its consolidated financial performance and cash flows for the year then

ended in accordance with New Zealand equivalents to International Financial Reporting Standards and International Financial

Reporting Standards.

This report is made solely to the company’s shareholders, as a body. Our audit has been undertaken so that we might state to

the company’s shareholders those matters we are required to state to them in an auditor’s report and for no other purpose. To the

fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s

shareholders, as a body, for our audit work, for this report, or for the opinions we have formed.

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (New Zealand). Our responsibilities under those

standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report.

We are independent of the group in accordance with Professional and Ethical Standard 1 International Code of Ethics for Assurance

Practitioners (including International Independence Standards) (New Zealand) issued by the New Zealand Auditing and Assurance

Standards Board, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other than in our capacity as auditor we have no relationship with, or interest in, the company or its subsidiary. Partners and employees

of our firm may deal with the group on normal terms within the ordinary course of trading activities of the business of the group.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated

financial statements of the current year. These matters were addressed in the context of our audit of the consolidated financial

statements as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on these matters. For each

matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial statements section of

the audit report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed

to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures,

including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying

consolidated financial statements.

A member firm of Ernst & Young Global Limited



Information other than the financial statements and auditor’s report

Those charged with governance are responsible for the Annual Report, which includes information other

than the financial statements and auditor’s report which is expected to be made available to us after the

date of this auditor’s report.

Our opinion on the financial statements does not cover the other information and we do not express any

form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

financial statements or our knowledge obtained during the audit, or otherwise appears to be materially

misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are

required to communicate the matter to those charged with governance and, if uncorrected, to take

appropriate action to bring the matter to the attention of users for whom our auditor’s report was

prepared.

Those charged with governance responsibilities for the financial statements

Those charged with Governance are responsible, on behalf of the entity, for the preparation and fair

presentation of the financial statements in accordance with Public Benefit Entity Standards Reduced

Disclosure Regime, and for such internal control as those charged with governance determine is

necessary to enable the preparation of financial statements that are free from material misstatement,

whether due to fraud or error.

In preparing the financial statements, those charged with governance are responsible for assessing on

behalf of the entity the Foundation’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 those charged

with governance either intend to liquidate the Foundation or cease operations, or have no realistic

alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are

free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an

audit conducted in accordance with International Standards on Auditing (New Zealand) will always detect

a material misstatement when it exists. Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the

External Reporting Board website: https://www.xrb.govt.nz/standards-for-assurance-

practitioners/auditors-responsibilities/audit-report-8/. This description forms part of our auditor’s report.



Chartered Accountants

Auckland

27 September 2019

65
FINANCIAL STATEMENTS

REVENUE

Why significantHow our audit addressed the key audit matter

The group’s principal revenue stream is the sale of meal kits.

Revenue is recognised at the time of delivery of the meal kit.

Revenue is presented net of any sales discounts.

As customers pay for meal kits in advance of delivery, revenue

recognition is deferred until delivery of the meal kits. As a result,

at balance date, cash received in relation to undelivered meal

kits is deferred on the statement of financial position and

presented as a liability.

The volume of meal kits sold and the receipt of cash in advance

of delivery increases the likelihood that revenue is recorded

in the incorrect period.

Disclosures in relation to the group’s revenue are included

in note 1 to the consolidated financial statements.

In obtaining sufficient appropriate audit evidence, we:

• used data analytical techniques to assess the correlation

between revenue, deferred revenue and cash;

• validated a sample of cash receipts related to revenue

transactions;

• assessed the appropriateness of the deferred revenue

balance at year end by reference to deliveries subsequent

to balance date;

• analysed credit notes issued subsequent to balance date to

assess whether these indicated that revenue was incorrectly

recognised in the 2021 financial year; and

• considered the adequacy of the associated disclosures

in the consolidated financial statements.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR’S REPORT

The directors of the company are responsible for the Annual Report, which includes information other than the consolidated financial

statements and auditor’s report which is expected to be made available to us after the date of this auditor’s report.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of

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 during the audit, or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the

matter to those charged with governance and, if uncorrected, to take appropriate action to bring the matter to the attention of users

for whom our auditor’s report was prepared.

DIRECTORS’ RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS

The directors are responsible, on behalf of the entity, for the preparation and fair presentation of the consolidated financial statements

in accordance with New Zealand equivalents to International Financial Reporting Standards and International Financial Reporting

Standards, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that

are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible for assessing on behalf of the entity 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 cease operations, or have no realistic alternative but to do so.

A member firm of Ernst & Young Global Limited



Information other than the financial statements and auditor’s report

Those charged with governance are responsible for the Annual Report, which includes information other

than the financial statements and auditor’s report which is expected to be made available to us after the

date of this auditor’s report.

Our opinion on the financial statements does not cover the other information and we do not express any

form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

financial statements or our knowledge obtained during the audit, or otherwise appears to be materially

misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are

required to communicate the matter to those charged with governance and, if uncorrected, to take

appropriate action to bring the matter to the attention of users for whom our auditor’s report was

prepared.

Those charged with governance responsibilities for the financial statements

Those charged with Governance are responsible, on behalf of the entity, for the preparation and fair

presentation of the financial statements in accordance with Public Benefit Entity Standards Reduced

Disclosure Regime, and for such internal control as those charged with governance determine is

necessary to enable the preparation of financial statements that are free from material misstatement,

whether due to fraud or error.

In preparing the financial statements, those charged with governance are responsible for assessing on

behalf of the entity the Foundation’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 those charged

with governance either intend to liquidate the Foundation or cease operations, or have no realistic

alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are

free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an

audit conducted in accordance with International Standards on Auditing (New Zealand) will always detect

a material misstatement when it exists. Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the

External Reporting Board website: https://www.xrb.govt.nz/standards-for-assurance-

practitioners/auditors-responsibilities/audit-report-8/. This description forms part of our auditor’s report.



Chartered Accountants

Auckland

27 September 2019

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021
66

EY Sig.pdf 1 19/05/21 2:22 PM

Independent Auditor’s Report (continued)

FOR THE YEAR ENDED 31 MARCH 2021

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free

from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable

assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with International Standards

on Auditing (New Zealand) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error

and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these consolidated financial statements.

A further description of the auditor’s responsibilities for the audit of the financial statements is located at the External Reporting

Board’s website: https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/.

This description forms part of our auditor’s report.

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

Chartered Accountants

Auckland

21 May 2021

A member firm of Ernst & Young Global Limited



Information other than the financial statements and auditor’s report

Those charged with governance are responsible for the Annual Report, which includes information other

than the financial statements and auditor’s report which is expected to be made available to us after the

date of this auditor’s report.

Our opinion on the financial statements does not cover the other information and we do not express any

form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

financial statements or our knowledge obtained during the audit, or otherwise appears to be materially

misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are

required to communicate the matter to those charged with governance and, if uncorrected, to take

appropriate action to bring the matter to the attention of users for whom our auditor’s report was

prepared.

Those charged with governance responsibilities for the financial statements

Those charged with Governance are responsible, on behalf of the entity, for the preparation and fair

presentation of the financial statements in accordance with Public Benefit Entity Standards Reduced

Disclosure Regime, and for such internal control as those charged with governance determine is

necessary to enable the preparation of financial statements that are free from material misstatement,

whether due to fraud or error.

In preparing the financial statements, those charged with governance are responsible for assessing on

behalf of the entity the Foundation’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 those charged

with governance either intend to liquidate the Foundation or cease operations, or have no realistic

alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are

free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an

audit conducted in accordance with International Standards on Auditing (New Zealand) will always detect

a material misstatement when it exists. Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the

External Reporting Board website: https://www.xrb.govt.nz/standards-for-assurance-

practitioners/auditors-responsibilities/audit-report-8/. This description forms part of our auditor’s report.



Chartered Accountants

Auckland

27 September 2019

Corporate Governance
Statement

68

Other Disclosures 80

Directory 90

Key Dates 90

Other Information

67

OTHER INFORMATION

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021
68

Corporate Governance Statement

The Board of My Food Bag Group Limited (Company) and its subsidiary (collectively, My Food Bag) are responsible for the

overall management of My Food Bag and aim to promote and achieve high standards of corporate governance, consistent with

the size and nature of My Food Bag’s operations.

The objective of strong corporate governance at My Food Bag is to lay the foundation for a culture that is open, transparent and

inclusive, and which develops capability, seeks out new opportunities and drives good decision-making, in turn creating long-term,

sustainable value for shareholders.

This Corporate Governance Statement provides an overview of My Food Bag’s current corporate governance framework, which

primarily takes into consideration contemporary corporate governance standards in New Zealand. It is therefore structured in the

same manner as the NZX Corporate Governance Code (NZX Code) and discloses the extent to which My Food Bag has followed

the recommendations in the NZX Code. The Board’s view is that (unless specifically stated) My Food Bag generally complies in all

material respects with the principles and recommendations set out in the NZX Code.

This statement was approved by the Board on 26 May 2021 and is current as at that date.

Principle 1 – Code of Ethical Behaviour

“Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these

standards being followed throughout the organisation.”

CODE OF ETHICS

My Food Bag expects its people to behave ethically and act with integrity. It has adopted a written Code of Ethics with which

all of its Directors and employees are required to comply. This Code does not include an exhaustive list of what is or is not

acceptable behaviour at My Food Bag – rather, it is intended to facilitate decisions and promote ethical standards that are

consistent with My Food Bag’s business standards, reputation, objectives and legal obligations.

The Code of Ethics (taken together with My Food Bag’s other internal policies and charters) includes the content specified in

Recommendation 1.1 of the NZX Code and will be reviewed by the Board at least every two years. It is currently structured

to include certain fundamental requirements for ethical behaviour generally, alongside a number of more targeted areas,

including the management of conflicts of interest, protection of My Food Bag’s assets and information, reporting of unlawful

or unethical behaviour, confidentiality and pursuit of corporate opportunities.

The Code of Ethics is readily available to all employees at My Food Bag. In addition, every new Director and employee of

My Food Bag is provided with a copy of the Code of Ethics as part of their induction to the business. Any breaches of the Code

of Ethics are required to be addressed promptly, dealt with consistently and handled by senior management and/or the Board,

as appropriate. The reporting of breaches of the Code of Ethics is encouraged and the steps for doing so are set out in the Code

and My Food Bag’s separate Whistleblower Policy.

The Code of Ethics is available to view on the My Food Bag investor website.

SECURITIES TRADING POLICY

My Food Bag has a Securities Trading Policy that details the Company’s trading policy and guidelines, including the restrictions

on trading in the Company’s securities. It applies to all Directors, employees and contractors of My Food Bag. The requirements

imposed by the policy are separate from, and in addition to, the legal prohibitions on insider trading.

The Securities Trading Policy places additional restrictions on certain “restricted persons” which includes the Directors, the Chief

Executive Officer (CEO), the members of the Senior Leadership Team and their direct reports. These restricted persons are generally

prohibited from trading in the Company’s securities during prescribed “blackout” periods. Outside of these blackout periods, the

restricted persons are generally permitted to trade with the prior written consent of the Chief Financial Officer (CFO) (and subject

always to compliance with underlying insider trading laws).

The Securities Trading Policy is available to view on the My Food Bag investor website.

OTHER INFORMATION
69

Principle 2 – Board Composition and Performance

“To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and perspectives.”

BOARD CHARTER

The role of the Board is to provide overall strategic direction to My Food Bag and effective management for the purpose of protecting

and enhancing the value of My Food Bag and its assets. The Board has legal responsibility for managing the business and affairs

of the Company, which, in practice, is substantially achieved through delegation to the CEO, who is charged with the day-to-day

operational leadership and management of the business (and who subdelegates certain functions to other members of the Senior

Leadership Team, subject to certain limitations and qualifications).

The Board operates under a written Board charter, which sets out the role, responsibilities, composition, structure and approach of

the Board. The charter provides guidance for the effective oversight and monitoring of the operational management of My Food Bag

on behalf of shareholders, employees and other stakeholders. The charter distinguishes and discloses the respective roles and

responsibilities of the Board and management – in this regard, Directors are generally free to discuss business matters with the

Senior Leadership Team, but they are expected to respect the distinction between Board and management responsibilities.

A copy of the Board charter is available to view on the My Food Bag investor website.

NOMINATION AND APPOINTMENT OF DIRECTORS

The appointment of directors to the Board is principally governed by the Companies Act 1993, the Company’s constitution

and the NZX Listing Rules. The Board has delegated to the Remuneration and Nomination Committee the responsibility to

make recommendations to the Board for nomination as members of the Board and its committees and the terms, if any,

of such membership.

This Committee is governed by its own written charter. It is responsible for identifying individuals believed to be qualified to become

Board members, and to recommend to the Board the nominees to stand for election as directors at the annual shareholders’ meeting.

If a casual vacancy arises, the Committee recommends to the Board an individual to fill such vacancy. In nominating candidates,

the Committee may consider a range of factors and attributes, including any terms of reference for the Directors from time to time.

The Committee is also responsible for reviewing nominations from shareholders and providing recommendations to the Board in

respect of such nominations.

The Company enters into written agreements with each of its Directors establishing the terms and conditions of their appointment,

including in relation to their duties, term of appointment (subject to shareholder approval) and expectations of the role and

remuneration. In addition, the Company indemnifies and arranges insurance for its Directors in accordance with applicable laws

for certain claims which may be brought against them as directors.

Under the NZX Listing Rules, a director must not hold office (without re-election) past the third annual shareholders’ meeting following

that director’s appointment or three years, whichever is longer. From time to time certain Directors may also retire early and seek

reappointment at an annual shareholders’ meeting, so as to effectively stagger the appointment of Directors and better preserve

continuity by avoiding a scenario where all or a majority of the Directors are required to retire at the same meeting.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021
70

Corporate Governance Statement (continued)

DIRECTORS

The Board currently comprises five Directors: an independent Chair, Tony Carter; three independent non-executive Directors,

Sarah Hindle, Jen Bunbury and Jon Macdonald; and one non-executive Director, Chris Marshall. A profile highlighting the

experience of each Director, including his or her length of service with My Food Bag, is available on My Food Bag’s website

and included in the Board of Directors section of the Annual Report.

Directors are chosen for their corporate leadership skills, professional backgrounds, experience and expertise. The right blend of

skills and experience, combined with a diversity of perspectives, is crucial for the Board to be able to create value for My Food Bag’s

shareholders over the long term. The current balance of skills, experience, tenure and diversity on the Board is summarised below:

Board skills, experience,

tenure and diversity

ExperienceBanking and finance

Legal and regulatory

Technology

Consumer business

Grocery

Investment and M&A

SkillsFinancial acumen

Governance and compliance

Strategy and risk

Grocery supply chain and logistics

Customer experience and agri-tech

E-commerce

Investor relations

Tenure3 to 5 years1

Less than 3 years4

DiversityFemale40%

Male60%

Directors are encouraged (but not required) to hold shares in the Company in order to more strongly align their interests with the

interests of shareholders. All Directors currently own shares (either directly or through a related entity or trust), and those relevant

interests are included in the Other Disclosures section of the Annual Report.

OTHER INFORMATION
71

ATTENDANCE AT BOARD MEETINGS

For the year ended 31 March 2021

Possible number

of meetings to attend

Number

attended

3

Philip Maud

1

33

Lance Jenkins

1

33

James Robinson

1

33

Kevin Roberts

1

33

Theresa Gattung

1

33

Cecilia Robinson

1

33

Chris Marshall66

Tony Carter

2

33

Jon Macdonald

2

33

Sarah Hindle

2

33

Jen Bunbury

2

33

The Audit and Risk Committee and the Remuneration and Nomination Committee were each established by the Board on

5 March 2021 to coincide with the listing of the Company. No meetings of these two committees were held during the short period

remaining in FY21.

DIVERSITY

My Food Bag aims to cultivate an environment where all of its people enjoy coming to work and contributing to the collective

success of the business. It is committed to creating an open workplace where every team member is welcomed, supported

and inspired, and where diversity is celebrated at all levels of the business. To do this, My Food Bag actively seeks to remove

perceived or tangible barriers to becoming part of the My Food Bag team and provides equal opportunities based on performance

and potential.

My Food Bag has a written Inclusion and Diversity Policy that is available on the My Food Bag investor website. The guiding

principles of this policy include to: encourage diversity throughout the workforce; create a flexible and inclusive work environment;

leverage diversity of thought and individuality; ensure the behaviour of My Food Bag’s leaders reflects its values; attract and retain

talented people; and maintain a zero tolerance for bullying and harassment. This policy will be reviewed by the Board as required

and at least every two years.

Diversity and inclusion has been a hallmark of My Food Bag’s values since its inception, reflecting the values and expectations of

the founders of the business. The Board has recently formalised these values in a written policy and is generally comfortable with

My Food Bag’s current core statistics with regards to diversity and inclusion. However, work is now underway with management

to explore the opportunity to establish more measurable objectives for furthering diversity which are tailored to the My Food Bag

business. These may include a mixture of qualitative and quantitative assessments such as retention rates, equal pay, flexible working

arrangements, organisational engagement regarding diversity, and targets for diverse board and senior management appointments.

To the extent that more measurable objectives are introduced, performance against these agreed metrics will be referenced in

subsequent annual reports (or other corporate governance reporting) and, where necessary, initiatives will be implemented to

continue to enhance diversity.

1. Ceased to be directors of My Food Bag Group Limited on 14 January 2021.

2. Appointed as directors of My Food Bag Group Limited on 14 January 2021.

3. During FY21, various members of the Board at different times also provided oversight and strategic support to assess the impacts of COVID-19 on My Food Bag’s business and its response as

an essential service, as well as participating in the due diligence process in relation to the Company’s recent IPO. In addition to the meetings noted above, regular discussions were held with

management and other advisers for these purposes.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021
72

Corporate Governance Statement (continued)

The Board recognises that gender is one important and commonly reported measure of diversity. The gender composition at

My Food Bag as at the last two balance dates is set out in the table below.

2020

1, 3

2021

1, 3

FemaleMaleFemaleMale

Directors2523

Officers

2

4444

Other employees888910491

Total949811 098

DIRECTOR TRAINING

On appointment, all Directors receive a comprehensive induction from the business to familiarise themselves with My Food Bag’s

management and operations. Under its charter, the Board has also committed to ensure that new Directors are appropriately

introduced to My Food Bag’s management and business, are acquainted with relevant industry knowledge and receive all

appropriate papers, policies and documents to enable them to discharge their duties effectively. Visits to specific operations

of the business are arranged, when appropriate, and reports and presentations from management are incorporated into the

Board meeting schedule on a regular basis.

More generally, Directors are expected to maintain appropriate levels of financial, legal and industry understanding, and are

encouraged to take responsibility for their own professional development, including by attending relevant courses or conferences

and through membership of industry bodies such as the NZ Institute of Directors. Each Director is also entitled to access Company

information and to seek independent advice in respect of their role as a Director should the need arise.

BOARD PERFORMANCE

The Board has committed to critically evaluate its own performance and the performance of individual Directors every two years

(as well as to review My Food Bag’s key policies and charters). In addition, the Chair of the Audit and Risk Committee reviews

that Committee’s performance at least every two years and is required to report her findings to the Board.

The Nomination and Remuneration Committee is tasked with making recommendations to the Board to ensure that adequate

procedures are in place to review the performance of the Board as a whole, its Committees and the contributions of Directors.

More generally, open and constructive discussion is encouraged at all Board and Committee meetings to ensure decisions are

taken that benefit from the diverse range of skills, experiences and perspectives of Directors – in this regard, each Director is

expected to fully participate in meeting discussions, having read all Board and briefing papers provided.

INDEPENDENCE

The Board currently comprises fives Directors. All Directors are non-executive Directors. The Board has considered which of

the Directors are independent Directors for the purposes of the NZX Listing Rules and has determined that, as at 5 March 2021

(the date of the Company’s listing), four Directors are independent Directors, including the Chair and the Chair of the Audit and

Risk Committee. The independent Directors are Tony Carter, Jen Bunbury, Jon Macdonald and Sarah Hindle. Chris Marshall

is not considered to be independent at this time due to his association with a current substantial product holder of My Food Bag

(Waterman Fund 3 LP).

1. As at 31 March in each year.

2. In accordance with NZX Listing Rule 3.8.1(c), an “Officer” for this purpose means a person who is concerned or takes part in the management of an issuer and reports directly

to the Board or a person who reports to the Board. In My Food Bag’s circumstances, this category of person comprises members of the Senior Leadership Team.

3. Directors, officers and other employees are also given the option to elect to not specify their gender or to identify as non-binary.

OTHER INFORMATION
73

The positions of Chair of the Board and CEO of My Food Bag are held by different people.

The Board’s standards for determining independence of Directors includes the non-exhaustive factors set out in Recommendation

2.4 of the NZX Code, and requires the Board to ultimately assess whether a Director’s interest, position, association or relationship

might interfere, or might reasonably be seen to interfere, with that Director’s capacity to bring an independent judgment to bear on

issues before the Board, to act in the best interests of the Company and to represent its shareholders generally. The Board assesses

the independence of Directors on their appointment and at least annually thereafter. If there is a change in the Board’s determination,

it will be announced to the market.

The Company maintains an Interests Register. Any Director who is interested in a transaction with the Company must immediately

disclose to the Board the nature, monetary value and extent of that interest. A Director who is interested in a transaction may attend

and participate at a Board meeting at which the transaction is discussed, but may not be counted in the quorum for that meeting or

vote in respect of the transaction, unless it is one in respect of which Directors are expressly required by the Companies Act 1993

to sign a certificate. The particulars of entries made in My Food Bag’s Interests Register during FY21 are included in the Other

Disclosures section of the Annual Report.

Principle 3 – Board Committees

“The board should use committees where this will enhance its effectiveness in key areas, while still retaining board responsibility.”

AUDIT AND RISK COMMITTEE

The Company has an Audit and Risk Committee which operates under its own written charter. This Committee was recently

established in connection with the Company’s listing. The members of the Audit and Risk Committee are currently the same

as the Board, except that the Chair of the Audit and Risk Committee is Jen Bunbury who has a background in financial services

and was recently the Chief Financial Officer of another major listed company. Like the Board, the Audit and Risk Committee

is majority independent and comprises solely non-executive Directors of the Company.

The Committee may, in its discretion, invite My Food Bag’s external auditors (currently Ernst & Young), CEO, CFO, Financial

Controller and others, as appropriate, to attend committee meetings.

NOMINATION AND REMUNERATION COMMITTEE

The Company has a combined Nomination and Remuneration Committee which operates under its own written charter. This Committee

was recently established in connection with the Company’s listing. The members of the Nomination and Remuneration Committee are

currently the same as the Board, and the Chair of this Committee is Board Chair Tony Carter. Like the Board, the Nomination and

Remuneration Committee is majority independent and comprises solely non-executive Directors of the Company.

The primary responsibilities of the Nomination and Remuneration Committee include to identify and make recommendations to the

Board in respect of Director nominations (including casual vacancies and composition of Committees), to review and recommend to

the Board appropriate remuneration of non-executive Directors, and to review and approve annually the remuneration strategy for

My Food Bag, including specific responsibilities in relation to the CEO and his direct reports.

Management is only invited to attend meetings of the Nomination and Remuneration Committee at the invitation of the Committee.

The Committee intends to meet formally at least three times a year.

OTHER COMMITTEES

The Board does not consider that it is necessary at this time to establish any other standing committees. However, from time to time

the Board may seek to establish ad hoc or special purpose committees to examine, or have the delegated authority to deal with,

specific issues.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021
74

Corporate Governance Statement (continued)

TAKEOVER PROTOCOLS

The Board has established detailed takeover protocols to assist My Food Bag to prepare for, and to respond to, any unsolicited

approaches or proposals it may receive in relation to a takeover. These protocols would help to inform the Board of their roles and

responsibilities with respect to any approach or proposal, assist the Board and its advisers in developing and executing a response

strategy, and act as a basic guide on the process for any takeover offer. These protocols include the option of forming a committee

to investigate and consider the approach or proposal, with that committee to be comprised of Directors who are not interested in

the relevant approach.

Principle 4 – Reporting and Disclosure

“The board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of corporate

disclosures.”

CONTINUOUS DISCLOSURE

My Food Bag is committed to ensuring that all investors have equal, full and timely access to material information about the

Company that is accurate, balanced, meaningful and consistent.

The Company has established a written Continuous Disclosure Policy which sets out the internal principles and processes designed to

ensure that the Company complies with the continuous disclosure obligations under the Financial Markets Conduct Act 2013 and the

NZX Listing Rules. The Board has adopted this policy and it applies to all members of the Board as well as senior managers, officers,

employees and contractors of, and secondees to, My Food Bag. Directors formally consider at each Board meeting whether there

is material information which should be disclosed to the market to comply with the Company’s continuous disclosure obligations.

The Continuous Disclosure Policy is available to view on the My Food Bag investor website.

CHARTERS AND POLICIES

Information about My Food Bag’s corporate governance framework (including its Code of Ethics, Board and Committee Charters,

Securities Trading Policy and other key governance policies) is available to view on the My Food Bag investor website at

https://investors.myfoodbag.co.nz/investor-centre/.

REPORTING

Financial reporting

My Food Bag publishes its half-year and audited full-year financial statements that are prepared in accordance with the

relevant financial reporting standards. The audited full-year financial statements for FY21 are included in this Annual Report.

The Audit and Risk Committee oversees the quality and integrity of external financial reporting including the accuracy,

completeness and timeliness of financial statements. The Committee is committed to providing balanced, clear and objective

financial reporting. It reviews half-year and annual financial statements and makes recommendations to the Board concerning

accounting policies, areas of judgment, compliance with accounting standards, stock exchange and legal requirements, and

the results of the external audit.

Non-financial reporting

Non-financial information is included throughout this Annual Report, including in relation to My Food Bag’s general environmental

and social sustainability factors and practices. For more information, refer to the Sustainability, Community and People section of

this Annual Report.

As a recently listed company, My Food Bag recognises the opportunity to further formalise its sustainability framework and to set

a clear set of operational or non-financial targets which are aligned with My Food Bag’s strategy, values and reputation.

OTHER INFORMATION
75

Principle 5 – Remuneration

“The remuneration of directors and executives should be transparent, fair and reasonable.”

DIRECTORS’ REMUNERATION

Shareholders fix the total remuneration available for Directors. The current director fee pool limit is $600,000 per annum, which was

approved by the shareholders on 14 January 2021 and is to be divided among the non-executive Directors as they see fit. Directors

are entitled to be reimbursed for all reasonable travel, accommodation and other expenses incurred by them in connection with their

attendance at Board or shareholder meetings, or otherwise in connection with the Company’s business. No additional fees are paid

to any Director for their role on any Board Committee.

The current Directors do not receive any performance- or equity-based remuneration. This reflects the differences in the role of the

Directors, which is to provide oversight and strategic direction, and the role of management, which is to operate the business and

execute My Food Bag’s strategy.

Under NZX Listing Rule 2.11.3, if the total number of Directors subsequently increases, the Directors are permitted (without seeking

shareholder approval) to increase the total remuneration by the amount necessary to enable the Company to pay the additional

Director or Directors remuneration not exceeding the average amount then being paid to the existing Directors (other than

the Chair).

The actual remuneration of Directors of the Company in respect of FY21 is included in the Other Disclosures section of the

Annual Report.

REMUNERATION POLICY

The Nomination and Remuneration Committee is responsible for reviewing and recommending to the Board appropriate

remuneration for the non-executive Directors. Where appropriate, the Board will consider advice of independent remuneration

consultants when setting remuneration levels and other relevant factors when recommending Directors’ fees to shareholders.

The Board will not be seeking any increase in the current fee pool limit of $600,000 at the upcoming annual meeting.

My Food Bag has a separate remuneration policy that provides a framework for setting and reviewing remuneration arrangements

for the officers of My Food Bag. This policy is administered by the Nomination and Remuneration Committee. The Committee may

seek external advice on remuneration matters as it deems appropriate and will make recommendations to the Board in regard to the

CEO’s contractual arrangements, including remuneration. The Committee may also endorse the CEO’s recommendations on the total

remuneration packages for his direct reports.

When setting remuneration, My Food Bag has regard to market remuneration, taking into account the complexity of the business itself,

and also carefully considers the scale and complexity of the role and its performance requirements and expectations. In assessing

the market competitiveness of the remuneration of the CEO or his direct reports, the primary “remuneration market” (i.e. the source

of market remuneration data) against which executive remuneration packages are benchmarked is the New Zealand private sector.

The Nomination and Remuneration Committee will consider benchmarked executive remuneration data at least every two years, with

discretion applied if more frequent benchmarking is deemed appropriate.

Remuneration of the CEO and other members of the Senior Leadership Team can include a mix of fixed and variable components,

and is currently summarised as follows:

• Fixed remuneration – this includes the relevant employee’s base salary and any direct cash or non-cash benefits

(e.g. KiwiSaver contributions and other fringe benefits such as discounted My Food Bag meal kits and car parking).

• Other variable remuneration – some members of the Senior Leadership Team (not including the CEO) are eligible to

participate in a short-term incentive plan (STI) which rewards achievement against prescribed performance measures.

Eligibility is generally determined by the Board and the CEO. Participating members are currently able to earn up to 20%

of their base salary through the STI (or up to 15% for invitees that are not part of the Senior Leadership Team). Actual amounts

earned are based 60% on overall Company performance and 40% on the individual’s performance against agreed objectives.

A breakdown of employees of My Food Bag, not being Directors of the Company, who received remuneration and other benefits in

their capacity as employees that exceeded $100,000 during FY21 is included in the Other Disclosures section of this Annual Report.

The remuneration arrangements in relation to the CEO, Kevin Bowler, are also included in that section of the Annual Report for the

purposes of Recommendation 5.3 of the NZX Code.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021
76

Corporate Governance Statement (continued)

NEW SENIOR EXECUTIVE INCENTIVE SCHEME

My Food Bag has recently established a new senior executive incentive scheme in which the Board has invited the CEO and CFO

to participate. Under the scheme, these senior executives will be offered a number of share rights determined by dividing a dollar

value by the value of one of the Company’s shares at the date of the offer of share rights (being the date on which My Food Bag

releases its FY22 results). The dollar value of the grant of share rights will be determined based upon the Company’s EBITDA and

certain other performance hurdles, assessed against the Company’s performance during FY22 against the prospective financial

information (or PFI) included in the Company’s recent product disclosure statement, with a grant only being made where the

Company outperforms the PFI for this period. Subject to the senior executive remaining employed by My Food Bag at 30 June 2023,

each share right under the initial grant (if and when made) is converted to one ordinary share. Each participating executive is liable

for tax on the shares received at this point.

The Board intends to consider implementing a long-term incentive (or LTI) scheme for My Food Bag’s senior management during

FY22, which is not expected to have any impact on the PFI for FY22.

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.”

RISK MANAGEMENT FRAMEWORK

My Food Bag is committed to the process of identifying and mitigating material risks and has systems, policies and procedures in

place to manage risks and to protect My Food Bag and its employees, customers, shareholders and other stakeholders. While no risk

management system can ever be infallible, the overriding objective at My Food Bag is to make sure that at all times material risks are

appropriately identified and managed within acceptable levels.

The Board is ultimately responsible for endorsing My Food Bag’s risk management framework and policies, monitoring compliance,

reviewing risk registers, considering advice and recommendations made by the Audit and Risk Committee and, where appropriate,

responding to serious risk incidents.

The CEO and other members of the Senior Leadership Team are required to review, approve and take ownership of the day-to-day

management and operation of My Food Bag’s risk management framework and associated policies and procedures. This includes

identifying new risks within each senior employee’s area of responsibility, allocating “risk owners” to each risk, maintaining a risk

register, undertaking periodic risk assessments and preparing appropriate risk mitigation plans or controls. This risk management

framework is embedded into My Food Bag’s processes, including the annual planning and budgeting processes, project

management, procurement and reporting.

As a general rule, different risks will have different risk treatments depending on the severity and nature of the risk – these risk

treatments include avoidance, mitigation, acceptance and transfer (e.g. through insurance or contract).

The Board is provided with updates from the Senior Leadership Team at least every quarter, including an update on any new risks

identified, the status of any risk incidents that have occurred (or are heightened or emerging) and the adequacy of any action plans

and controls. More generally, risk owners report any risk incidents that have occurred (or are heightened) (including new risks that

have emerged) to the Senior Leadership Team as soon as practicable so that they can consider how best to manage

or control that risk. If the matter escalated is material, it will be promptly reported to the Board. At the same time, the CFO and

the Board will consider whether any disclosure is required to the market under the Company’s continuous disclosure obligations.

OTHER INFORMATION
77

PRINCIPAL BUSINESS RISKS AND KEY STRATEGIES TO MITIGATE

My Food Bag is currently focused on eight principal business risks across its business (not including health and safety risks which

My Food Bag has an ongoing focus on). These risks are dynamic and in the future the importance or extent of each risk may change,

or new risks and uncertainties may materialise, owing to changes in economic or environmental conditions, the regulatory

environment and other factors (e.g. COVID-19). For the purposes of this Annual Report and Recommendation 6.1 of the NZX Code,

a high-level description of these principal business risks is provided below.

1


AreaDescription of riskKey strategies to mitigate

Food safety Customers could become unwell as a result

of eating our products (e.g. where products

contain foreign objects or harmful bacteria).

We may have to withdraw products. Our

reputation could be impacted and we may

face other regulatory consequences.

We have strict and thorough procedures in place

for food handling and safety. These include inward

checks of ingredients, monitoring cold chain settings,

removal of damaged products, maintenance of

incident registers and quality control standards, and

checks of products prepared by third parties.

We also continually monitor customer feedback

and have strict supplier standards, including

an “Approved Supplier Programme”. Regular

food safety audits are undertaken to ensure our

procedures meet recommended standards.

IT and data security Access to our IT systems could be impacted

(e.g. by a cyber-attack) and we may be unable

to communicate with our customers or suppliers

effectively. This could impact our ability to

accept orders or fulfil our commitments.

We have systems and processes in place to lessen

the likelihood that our business would be subject

to or affected by a cyber-attack. This includes

compliance with high standards of data protection

and frequent identification and reporting on any

weaknesses or issues in our existing system.

We have also implemented alternative

communication channels for our customers, have

good relationships with our suppliers, have back-up

systems in place to ensure data and business

continuity is maintained and do not hold any

customer credit card details.

Product assemblyProduct assembly could be disrupted by

an event (e.g. fire, power outage or lack of

availability of temporary labour). This could

result in us being late or unable to deliver

to customers, which could lead to refunds,

credits or cancelled subscriptions.

We operate decentralised assembly centres with

robust systems and procedures in place to prevent

serious disruption. This includes a secondary

assembly site in Auckland, providing an ability to

move and restart a proportion of our operations.

Assembly centres have heat and smoke detection

systems to identify fires before they spread. Windsock

and ammonia alarms are included at assembly

centres that utilise ammonia as a refrigerant.

We also maintain relationships with a range of

temporary labour suppliers to mitigate risks of

temporary labour shortages or cost pressure.

DistributionOur distribution network could be interrupted

(e.g. by weather or road closures). This could

result in us being late or unable to deliver to

customers, which could lead to refunds, credits

or cancelled subscriptions. Products could also

be stolen or damaged.

We use a reliable third-party distributor, NZ Post,

with an extensive distribution network. We also have

alternative transport providers available to us at

short notice for all main centres. Appropriate driver

training and insurance is arranged.

We prepare ‘buffer bags’ each week to cover

damaged or lost orders, and we have alternative

sales channels in place that we can utilise.

1. Certain financial risks are separately disclosed in the audited FY21 financial statements included in this Annual Report.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021
78

AreaDescription of riskKey strategies to mitigate

COVID-19 Product assembly could be disrupted by a

worker testing positive for COVID-19 or we

could be required to withdraw a product as

a result of a positive case elsewhere in the

supply chain.

We are designated as an “essential service”

enabling us to continue operating at different

government Alert Levels. We also operate

decentralised assembly centres (reducing risk

of widespread disruption) and have specific site

requirements (including protective equipment, social

distancing, shift separation and temperature checks).

The measures we have in place have been tested

during the New Zealand Government’s Alert

Level 4 lockdown and most recent lockdowns.

We also have a detailed response plan in place

if an individual at an assembly centre or at a

supplier’s premises tests positive.

Competition Customers may switch to existing competitors,

including in response to discounting or other

promotions, or a new competitor may enter the

market and seek to gain market share.

My Food Bag already operates in this competitive

industry as a long-standing meal-kit provider.

We have high levels of brand advocacy, a diverse

product range, and experience in adapting our

strategy in response to the actions of competitors.

We continue to develop new products in response

to customer preferences and continue to improve

customer experience.

IngredientsAn ingredient could become unavailable (e.g.

due to inclement weather) or more expensive,

impacting our ability to satisfy customer needs.

We retain an ability to substitute ingredients, change

upcoming menus or seek to pass on sustained price

increases to customers. We communicate any changes

clearly and appropriately with our customers.

Brand and marketing A brand ambassador or promoter could be

brought under public scrutiny and bring into

question the integrity of our brand and cause a

loss of goodwill and customer trust.

We have a long association with our brand

ambassadors and go through a careful process

when selecting new brand ambassadors.

We also monitor content and follow up rapidly if

any inappropriate or offensive content is identified.

HEALTH AND SAFETY

My Food Bag is very conscious of the importance of health and safety. The business adopts a systematic approach to the

management of health and safety risks and has comprehensive health and safety documentation in place. Detailed health

and safety policies, standards and procedures are implemented alongside hazard and risk management processes, including

an incident notification and management system. The business encourages active involvement by Directors, management,

employees and contractors to participate in improving health and safety within the organisation.

The business focuses internally on critical risks, with a strong emphasis on managing risks. For example, My Food Bag manages

the risk of operating moving equipment inside assembly centres safely through the use of an InfoLink forklift tracking system and by

distancing equipment like forklifts from workers, while also adopting strict traffic management and separation procedures. Each site

operates a Health and Safety Committee, which meets monthly and the Senior Leadership Team and Board are active participants

in site safety audits.

In response to COVID-19, My Food Bag designed and implemented a COVID-19 Prevention and Control Protocol, which outlines

the actions the business takes to prevent and control the transmission of COVID-19 throughout all the New Zealand Government’s

COVID-19 Alert Levels. This protocol ensures minimal adjustment is required if New Zealand re-enters Alert Levels 3 or 4.

Corporate Governance Statement (continued)

OTHER INFORMATION
79

Principle 7 – Auditors

“The board should ensure the quality and independence of the external audit process.”

AUDIT

My Food Bag is committed to maintaining auditor independence, consistent with best-practice governance and regulatory

requirements. The Company has adopted an Auditor Independence Policy that is administered by the Audit and Risk Committee.

The objective of this policy is to ensure that My Food Bag’s auditors carry out their functions independently and without impairment,

safeguarding the reliability and credibility of My Food Bag’s external financial reporting. The policy addresses Recommendation

7.1 of the NZX Code and includes the criteria for approval of an external audit firm, the monitoring of audit impendence, the

audit rotation requirements, the circumstances where it may be appropriate for an auditor to provide non-audit services and the

responsibilities of My Food Bag (including in relation to the monitoring of audit performance, value and fees).

Ernst & Young, as auditor of the FY21 financial statements, will be invited to attend this year’s annual shareholders’ meeting and will

be available to answer questions about the conduct of the audit, preparation and content of the auditor’s report, accounting policies

adopted by My Food Bag and the independence of the auditor in relation to the conduct of the audit.

While My Food Bag does not have a dedicated internal audit function, it has, in addition to the external audit process, an internal

framework through which it seeks to review, evaluate and continually improve risk management and internal control processes.

Where appropriate, more specific audits are carried out by My Food Bag using external providers or regulators.

Principle 8 – Shareholder rights and relations

“The board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage them

to engage with the issuer.”

SHAREHOLDER INFORMATION

My Food Bag’s investor website has been recently launched in connection with the Company’s listing. It contains a comprehensive

set of investor-related material and data, including market disclosures and media releases, annual reports, share-price and dividend

information, shareholder meeting materials and all My Food Bag’s important governance charters and policies.

SHAREHOLDER COMMUNICATION

Shareholders have the option of receiving their communications electronically, including by email, and are actively encouraged to take

up this option. My Food Bag is committed to open dialogue with shareholders and welcomes investor enquiries. Following each results

announcement, My Food Bag intends to hold an investor call to present the results and to allow investors to ask questions.

RIGHT TO VOTE ON MAJOR DECISIONS

In accordance with the Companies Act 1993, the Company’s constitution and NZX Listing Rules, the Company refers any significant

matters to shareholders for approval at the annual shareholders’ meeting, and shareholders are given the opportunity to vote

by proxy ahead of the meeting or by polling if attending the meeting in person or virtually. If a significant transaction or decision

requiring shareholder approval were to arise outside the period of the annual shareholders’ meeting, a special meeting of the

shareholders would be called by the Board to allow shareholders to consider and vote on that matter.

NOTICE OF ANNUAL SHAREHOLDERS’ MEETINGS

The annual meeting of shareholders is held at a convenient time and location and this year is anticipated to be run as a hybrid

meeting (being a combination of the physical meeting as well as a virtual online meeting) or as a virtual-only meeting. This is due

to the uncertainties around COVID-19 and given the desire to maximise participation. The annual shareholders’ meeting is expected

to be held on 20 August 2021. The Notice of Meeting will be circulated at least 20 working days before the meeting and will also

be posted on the My Food Bag investor website.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021
80

STOCK EXCHANGE LISTINGS

The Company’s ordinary shares are listed and quoted on the NZX Main Board and the ASX under the company code ‘MFB’.

The Company’s listing on the ASX is as a Foreign Exempt Listing. This category of listing on the ASX is based on a principle

of substituted compliance recognising that, for secondary listings, the primary regulatory role and oversight rests with the home

exchange and the supervisory regulator in that jurisdiction. Therefore, the Company must comply with the NZX Listing Rules,

but is exempt from almost all the ASX Listing Rules. For the purpose of ASX Listing Rule 1.15.3, the Company confirms that it

continues to comply with the NZX Listing Rules.

PRINCIPAL ACTIVITIES

My Food Bag’s principal activity remains the commercial operation of a meal-kit business. There has been no material change

in the nature of My Food Bag’s business, or the classes of business in which the Company has an interest, during FY21.

MY FOOD BAG DIRECTORS

There were a number of changes to the Board during FY21 in connection with preparation for the Company’s IPO and listing.

The Directors of the Company holding office as at 31 March 2021 are noted below, as well as the names of those former directors

who ceased to hold office during FY21.

NameDate of appointmentCeased date

Current Directors

Chris Marshall

1

6 October 2016-

Jon Macdonald14 January 2021-

Sarah Hindle14 January 2021-

Tony Carter14 January 2021-

Jen Bunbury14 January 2021-

Directors ceasing to hold office during FY21

Philip Maud

1

6 October 201614 January 2021

Lance Jenkins

1

6 October 201614 January 2021

James Robinson22 November 201614 January 2021

Kevin Roberts22 November 201614 January 2021

Theresa Gattung

1

22 November 201614 January 2021

Cecilia Robinson

1

22 November 201614 January 2021

The current Directors of the Company’s only subsidiary, My Food Bag Limited, are Kevin Bowler (CEO) and Mark Winter (CFO).

Mr Bowler and Mr Winter were appointed on 14 January 2021.

Other Disclosures

1. These individuals also ceased holding office as Directors of My Food Bag Limited on 14 January 2021.

OTHER INFORMATION
81

DISCLOSURE OF DIRECTORS’ INTERESTS

The Company maintains an Interests Register in which particulars of relevant transactions and matters involving the Directors are

entered. Details of the interests entered during FY21 are recorded below.

General disclosures

The following are particulars of general disclosures of interest made during FY21 by Directors of the Company (or its subsidiary)

holding office as at 31 March 2021, pursuant to section 140(2) of the Companies Act 1993. Each Director will be regarded as

interested in all transactions between My Food Bag and their disclosed companies, trusts or persons (or their subsidiaries).

DirectorGeneral disclosure

Tony CarterANZ Bank New Zealand Limited (director)

Vector Limited (director)

T R Group Limited (director)

Datacom Group Limited (director)

Fonterra – Independent Selection Panel (member)

Capital Solutions Limited (adviser)

Capital Training Limited (adviser)

Loughborough Investments Limited (shareholder and director)

Maurice Carter Charitable Trust (trustee)

MFB Offeror Limited (director)

Jon MacdonaldContact Energy Limited (director)

Titan Parent New Zealand Limited (director) (Trade Me holding company)

Sharesies Group Limited (director)

Sharesies Limited (director)

Sharesies Nominee Limited (director)

Sharesies AU Group Limited (director)

NZX Limited (director) (ceased 8 April 2021)

Mitre 10 (New Zealand) Limited (director)

Mitre 10 Imports Limited (director)

Mitre 10 Holdings Limited (director)

Derby Street Limited (director)

M10 IP Holding Company Limited (director)

M10 IP Trust Limited (director)

Orange And Black Limited (director)

New Zealand Technology Training Charitable Trust (trustee)

The Champ Trust (trustee)

MFB Offeror Limited (director)

Sarah HindleMFB Offeror Limited (director)

Other Disclosures (continued)
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021

82

DirectorGeneral disclosure

Chris MarshallWaterman Capital Limited (director)

Waterman Capital Management Limited (director)

Waterman Fund 3 GP Limited (director)

WEP3 Limited (director)

Waterman Capital (Fund 3) Limited (director)

Waterman Earnout Partner Limited (director)

Waterman Capital (Fund 2) Limited (director)

Waterman CM1 Limited (director)

CMC Limited (director)

The Ascot Hospital & Clinics Limited (director)

WFSS4 Limited (director)

Waterman Fund 4 GP Limited (director)

Waterman Capital (Fund 4) Limited (director)

Waterman PC GP Limited (director)

Waterman Capital (WPC) Limited (director)

WPCFSP Limited (director)

Waterman GP Limited (director)

ROIE Trustees Limited (director)

Healthcare Holdings Limited (director)

Lewis Holdings Limited (director)

Erikson Trustees Limited (director)

MFB Offeror Limited (director)

Jen BunburyFenway Advisory Limited (director and shareholder)

MFB Offeror Limited (director)

There were no specific disclosures made by Directors of the Company or its subsidiary during FY21 of any interests in transactions

entered into by the Company or its subsidiary.

Use of company information

There were no notices from Directors of the Company or its subsidiary requesting to disclose, use or act on My Food Bag’s

information received in their capacity as Directors.

Indemnity and insurance

The Company has granted indemnities in favour of each of its Directors (and the Directors of its subsidiary) as permitted by the

Companies Act 1993 and the Financial Markets Conduct Act 2013. The Company also maintains Directors’ and Officers’ liability

insurance for all Directors and officers of the Company and its related companies. In addition, the Company effected public offering

of securities insurance in relation to the Company’s recent IPO.

Other Disclosures

OTHER INFORMATION
83

Directors holding of securities

Directors are encouraged (but not required) to hold shares in the Company in order to more strongly align their interests with the

interests of shareholders. Details of the ordinary shares of the Company in which each Director has a relevant interest (as defined

in the Financial Markets Conduct Act 2013) as at 31 March 2021 are set out below:

DirectorNature of relevant interestShares

Tony Carter20% or more interest in Loughborough Investments Limited, resulting

in Tony being deemed to have the same relevant interest in the shares

as Loughborough Investments Limited. 40,000 of these ordinary shares

are held by FNZ Custodians Limited as custodian for Loughborough

Investments Limited.

94,054

Jon MacdonaldRegistered holder and beneficial owner64,054

Sarah HindleRegistered holder and beneficial owner10,811

Chris Marshall20% or more interest in Waterman Capital (Fund 3) Limited, resulting

in Chris being deemed to have the same relevant interests in the shares

as Waterman Fund 3 LP and Waterman Capital (Fund 3) Limited.

38,165,965

20% or more interest in CMC Limited, resulting in Chris being deemed

to have the same relevant interest in the shares as CMC Limited.

109,054

Jen BunburyRegistered holder as trustee of the Jennifer L Bunbury Trust16 , 216

Securities dealings of Directors

For the purposes of section 148(2) of the Companies Act 1993, Directors disclosed the following acquisitions or disposals of relevant

interests (of the nature described in the previous table) in the Company’s ordinary shares during FY21. No shares were acquired or

disposed of by a Director during any “blackout” period of trading prescribed by the Company’s Securities Trading Policy.

DirectorDate Nature of transactionConsideration (NZ$)Shares

Tony Carter4 March 2021Acquisition (IPO)$100,00054,054

10 March 2021Acquisition (On market)$34,20020,000

19 March 2021Acquisition (On market)$32,60020,000

Jon Macdonald4 March 2021Acquisition (IPO)$100,00054,054

25 March 2021Acquisition (On market)$15,20010,000

Sarah Hindle4 March 2021Acquisition (IPO)$20,00010,811

Chris Marshall4 March 2021Divestment (IPO)

1

$190,594,465103,024,035

4 March 2021Acquisition (IPO)$100,00054,054

18 March 2021Acquisition (On market)$89,50055,000

Jen Bunbury4 March 2021Acquisition (IPO)$30,00016 , 216

1. Represents the shares sold down by Waterman Fund 3 LP in connection with the initial public offering of shares in the Company. Chris Marshall has a 20% or more interest in Waterman Capital

(Fund 3) Limited, resulting in Chris being deemed to have the same relevant interests in the shares as Waterman Fund 3 LP and Waterman Capital (Fund 3) Limited.

Other Disclosures (continued)
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021

84

REMUNERATION

Employee remuneration

All employees of My Food Bag are employed by My Food Bag Limited. The number of employees and former employees of

My Food Bag Limited, not being Directors of the Company, who, in their capacity as employees, received remuneration and

other benefits, the value of which was or exceeded $100,000, during FY21 is set out in the table of remuneration bands below.

Remuneration (NZ$) Number of employees

$100,000 to $109,9994

$110,000 to $119,9993

$120,000 to $129,9994

$130,000 to $139,9992

$140,000 to $149,9993

$150,000 to $159,9991

$160,000 to $169,9991

$170,000 to $179,9993

$190,000 to $199,9992

$200,000 to $209,9992

$240,000 to $249,9991

$260,000 to $269,9991

$280,000 to $289,9991

$320,000 to $329,9991

$520,000 to $529,9991

The remuneration figures include all monetary amounts actually paid to employees and former employees during FY21, including:

base salaries; short-term incentives (if any) paid in FY21; one-off COVID-19 discretionary payments (paid to 14 senior leaders in

June 2020); and if the employee is a KiwiSaver member, contributions of 3% of gross earnings towards that employee’s KiwiSaver

scheme. The figures do not include amounts paid after 31 March 2021 relating to FY21; long-term incentives that vested during

FY21 in connection with the Company’s previous Senior Executive Share Ownership Scheme

1

; and fringe benefits provided to

employees such as product concessions or car parking.

1. The value of the one-off share options that vested during FY21 (under the Company’s previous ownership) is disclosed on the next page. These options were not included in the table above so

that the table more accurately illustrates the value of usual remuneration received by employees (mainly salaries and bonuses) and to allow for a more meaningful year-on-year comparison as

a listed company.

OTHER INFORMATION
85

Senior Executive Share Ownership Scheme

As noted in the Company’s recent PDS, under the Company’s Senior Executive Share Ownership Scheme (which no longer operates

following the Company’s listing) members of the Senior Leadership Team as well as three (former) non-executive Directors during the

period received options that vested and were exercised during FY21 (and prior to listing). The number of employees or non-executive

Directors and the number of shares they received from the exercise of these options is set out in the table below.

1


Shares

Value

received

Number of

participants

151, 2 75$258,9343

453,825$776,8011

504,250$863,1133

1,008,500$1,726,2253

4,437,400$7,595,3901

Each participant wishing to exercise his or her options was required to pay the exercise price for each option, and this was funded

by a short-term interest free loan by the Company. Each participant was permitted to sell up to 75% of the shares received under

the scheme through the IPO, with the proceeds being used to repay the interest-free loans provided by the Company and any

remaining amount retained by those participants (including to meet their tax obligations). For the purpose of this Annual Report,

the value attributed to this share-based remuneration is calculated by using the share price of the shares received at the time the

options were exercised (being $1.85) and deducting the exercise price for the options. These participants are subject to certain

escrow arrangements in respect of their remaining shares, which generally continue until the first business day after the Company

announces its FY22 results.

Directors’ remuneration and other benefits

The total remuneration and value of other benefits received by each Director and former Director of the Company in respect of FY21,

as well as the nature of the services to which that remuneration, or those other benefits, relates (other than services provided in a

person’s capacity as a director) is set out below.

Director

Total remuneration and value of

other benefits received in FY21

5

Chris Marshall$ 3 7,19 2

Jon Macdonald

3

$ 2 7, 714

Sarah Hindle$13,534

Tony Carter

3

$45,647

Jen Bunbury

3

$ 21 ,19 4

Philip Maud

2

$23,651

Lance Jenkins

2

$23,651

James Robinson

2,4

$23,667

Kevin Roberts

2,4

$25,000

Theresa Gattung

2

$22,500

Cecilia Robinson

2,4

$23,667

1. As set out in the notes to the financial statements, share options also vested in favour of founder and brand ambassador, Nadia Lim, albeit Nadia was not an employee or director of

My Food Bag during the period and so the value of her vested options and the number of shares received is not included in this table.

2. Ceased to be Directors of the Company on 14 January 2021.

3. The total remuneration and value of other benefits for FY21 includes an additional amount paid to Tony Carter ($16,493), Jen Bunbury ($7,658) and Jon Macdonald ($10,014) for their

participation in the due diligence process in relation to the Company’s IPO.

4. In addition to director fees, James Robinson, Cecilia Robinson and Kevin Roberts participated in the Company’s previous option scheme (discussed above) and each received options that vested

and were exercised during FY21 (and prior to listing). Mr Roberts received 504,250 shares under the scheme, whereas James Robinson and Cecilia Robinson each received 1,008,500 shares.

5. Directors’ fees are gross amounts in NZD, exclude GST (where applicable) and are rounded to the nearest dollar.

Other Disclosures (continued)
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021

86

Shareholders fix the total remuneration available for Directors. The current Director fee pool limit is $600,000 per annum,

which was approved by the shareholders on 14 January 2021 and is to be divided among the non-executive Directors as they

see fit. The current Directors do not receive any performance- or equity-based remuneration. No additional fees are paid to any

Director for their role on any Board committee.

Directors are entitled to be reimbursed for all reasonable travel, accommodation and other expenses incurred by them in connection

with their attendance at meetings, or otherwise in connection with the Company’s business.

The Company has granted indemnities, as permitted by law, in favour of each of its Directors. The Company also maintains insurance

for its Directors and officers.

No employee of My Food Bag who is appointed as an executive director of the Company’s subsidiary, My Food Bag Limited,

receives or retains any remuneration or other similar benefits in their capacity as a Director, except for the benefit of indemnification

and insurance referenced above.

CEO REMUNERATION

The remuneration and other benefits paid to the Chief Executive Officer (CEO) of My Food Bag, Kevin Bowler, during FY21 are set

out in the table below. For clarity, Mr Bowler did not participate in the one-off COVID-19 discretionary payments paid to senior

leaders in FY21 and is ineligible for the Company’s short term incentive plan (STI).

3


RemunerationFY21 (NZ$)FY20 (NZ$)

Base salary

1

$509,500$500,000

Other benefits

2

$15,285$15,000

In addition, under the Company’s Senior Executive Share Ownership Scheme (which no longer operates following the Company’s

listing) Mr Bowler received options that vested and were exercised during FY21, entitling Mr Bowler to be issued 4,437,400 shares

in the Company. The value attributed to this share-based remuneration is $7,595,390, which has been calculated by using the share

price of the shares received at the time the options were exercised (being $1.85) and deducting the exercise price for the options.

Mr Bowler is responsible for meeting his own tax obligations in respect of this share-based remuneration. Mr Bowler continues to

hold 1,109,350 shares in the Company, and these shares are subject to an escrow arrangement which generally continues until the

first business day after the Company announces its FY22 results.

No long term incentive plan operated during FY21. That said, Mr Bowler (together with the CFO, Mark Winter) was invited

to participate in a Senior Executive Incentive Scheme. Under the Scheme, Mr Bowler will be offered a number of share rights

determined by dividing a dollar value by the value of one share in the Company as at the date of the offer of the share rights (being

the date on which the Company releases its FY22 results). The dollar value of the grant of the share rights will be determined based

upon the Company’s EBITDA and certain other performance hurdles, assessed against the Company’s performance during FY22

against the PFI included in the Company’s recent PDS, with a grant only being made where the Company outperforms the PFI for this

period. The share rights, if and when granted, only vest if Mr Bowler (and Mr Winter in respect of his incentive) remains employed

with My Food Bag at 30 June 2023.

1. Base salary is not at risk.

2. Includes a contribution of 3% of gross earnings towards Mr Bowler’s KiwiSaver scheme.

3. For further details about My Food Bag’s STI plan refer to the Corporate Governance section of this Annual Report.

OTHER INFORMATION
87

SHAREHOLDER INFORMATION

The shareholder information in this section of the disclosures has been taken from the Company’s registers.

Twenty largest shareholders (as at 16 April 2021)

Shareholder

1

Number of ordinary shares% of ordinary shares

Waterman Fund 3 LP38,165,96515 . 74

National Nominees New Zealand Limited15,828,1956.53

HSBC Nominees (New Zealand) Limited 10,730,4294.43

Citibank Nominees (NZ) Ltd10,236,4494.22

FNZ Custodians Limited9,466,2983.90

Tea Custodians Limited9,056,9203 . 74

Cecilia Charlotte L Robinson, James Charles Robinson and

Heimsath Alexander Trustee Ltd7,430,2583.06

Theresa Elizabeth Gattung and Philippa Mary Greenwood 6,825,1582.82

Accident Compensation Corporation 6,721,8772.77

Forsyth Barr Custodians Limited6,081,1792.51

New Zealand Superannuation Fund Nominees Limited 5,854,4612.41

Custodial Services Limited5,808,3002.40

J P Morgan Nominees Australia Pty Limited5,518,0332.28

BNP Paribas Nominees NZ Limited4,974,3512.05

New Zealand Permanent Trustees Limited4,255,8231. 76

Carlos Edward James Bagrie, Covisory Trust Limited,

JKA Holdings Limited and Nadia Rui-Chi Lim 3,775,6391.56

Cogent Nominees (NZ) Limited3,611,0461.49

Custodial Services Limited3,501,1981.44

New Zealand Depository Nominee2,962,2621.22

National Nominees Limited2,921,4671 . 21

Total163,725,30867. 5 4

1. New Zealand Central Securities Depository Limited (NZCSD) provides a custodial depository service which allows electronic trading of securities to its members. For the purpose of the above

table, shares in the Company held by NZCSD have been allocated to the applicable members. For reference, as at 16 April 2021, the total holding through the NZCSD was 86,930,036

ordinary shares or 35.86% of shares on issue.

Other Disclosures (continued)
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021

88

Distribution of shareholders and shareholdings

As at 16 April 2021, the total number of voting securities of the Company was 242,437,524 fully paid ordinary shares, each

conferring on the registered holder the right to one vote on a poll at a meeting of shareholders. The distribution of these shareholders

and their shareholding at that date is shown below.

Size of holdingNumber of holders% of holders

Number of

ordinary shares% of ordinary shares

1 – 1,0002,83945.951,499,6070.62

1,001 – 5,0002 ,18 435.355,667,6822.34

5,001 – 10,0006 019. 734,492,4601.85

10,001 – 100,0004647. 5112,313,7955.08

100,001 and over901.46218,463,98090.11

Total6 ,17 8100.00242,437,524100.00

Substantial product holders

According to notices given to the Company under the Financial Markets Conduct Act 2013, the following persons were substantial

product holders of the Company as at 31 March 2021. There were 242,437,524 ordinary shares in the Company at that date.

Substantial product holder

Number of ordinary shares in

which relevant interest is held

% of shares held at

date of noticeDate of notice

Waterman Fund 3 LP

1

38,165,96515.743%5 March 2021

My Food Bag Group Limited

2

60,084,68424.784%5 March 2021

Investment Services Group Limited13,783,7845.685%5 March 2021

Milford Asset Management Limited15,405,4066.354%5 March 2021

Harbour Asset Management Limited

and Jarden Securities Limited27,818,75411.475%30 March 2021

1. Waterman Fund 3 LP (Waterman) (among other existing shareholders participating in the IPO, including members of the Senior Leadership Team) is subject to a restricted security

agreement dated 10 February 2021 (Restricted Security Agreement) with the Company in respect of all shares held by it prior to the initial public offering of shares in the Company

(the Offer) which it continued to hold upon completion of the Offer (the Waterman Escrowed Shares). Waterman has agreed not to sell or otherwise dispose of or do or omit to do

anything which could have the effect of transferring effective ownership or control of any Waterman Escrowed Shares until the first business day after the Company’s results announcement

has been released to the market in respect of FY22, except in accordance with limited exceptions set out in the Restricted Security Agreement.

2. The Company is a substantial product holder on the basis that it has the power to control the acquisition and disposition of all the shares that are escrowed under the Restricted Security

Agreement, being 60,084,684 ordinary shares.

OTHER INFORMATION
89

EXERCISE OF NZX DISCIPLINARY POWERS

Neither NZX or ASX took any disciplinary action against the Company during FY21. In particular, there was no exercise

of powers by NZX under NZX Listing Rule 9.9.3 (relating to powers to cancel, suspend or censure an issuer) with respect

to the Company.

NZX WAIVERS

No waivers were granted by NZX or relied on by the Company during FY21.

AUDITOR’S FEES

My Food Bag’s external auditor is Ernst & Young (EY). Total fees payable by My Food Bag to EY in its capacity as auditor

in respect of FY21 is $98,000. No other professional services were provided by EY to My Food Bag during FY21.

CREDIT RATING

My Food Bag does not have a credit rating.

DONATIONS

My Food Bag made a one-off cash donation to the Royal New Zealand Returned and Services Association of $5,000 during FY21.

In addition, and as discussed in further detail elsewhere in this Annual Report, My Food Bag regularly donates food to a number of

worthwhile New Zealand charities.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021
90

BOARD OF DIRECTORS

Tony ‘Tea’ Carter (Chair)

Jen ‘Biscotti’ Bunbury

Jon ‘Macchiato’ Macdonald

Sarah ‘Sauerkraut’ Hindle

Chris ‘Macadamia’ Marshall

SENIOR LEADERSHIP TEAM

Kevin ‘Bacon’ Bowler

Chief Executive Officer

Mark ‘Whitebait’ Winter

Chief Financial Officer

Richard ‘Ragu’ Wafer

Chief Operating Officer

Louise ‘Chorizo’ Cunningham

Chief Marketing & Customer Officer

Craig ‘Coffee’ Jordan

Chief Digital Officer

Meagan ‘Marzipan’ Halpin

Head of People & Performance

Polly ‘Pomegranate’ Brodie

Head of Development Kitchen

Trish ‘Teriyaki’ Whitwell

Head of Innovation

REGISTERED OFFICE

Level 3, 56 Parnell Road

Parnell

Auckland 1052

New Zealand

Ph: 0800 469 366

Website: www.myfoodbag.co.nz

For enquiries about My Food Bag’s operating

and financial performance, contact investor relations:

Ph: +64 9 8869840

Email: ir@myfoodbag.co.nz

AUDITOR

Ernst & Young, Auckland

SOLICITORS

Chapman Tripp

Russell McVeagh

BANKERS

ASB Bank

SHARE REGISTRY

My Food Bag’s share register is maintained by Link Market

Services Limited. Link is your first point of contact for any

queries regarding your investment in My Food Bag.

You can view your investment, indicate your preference for

electronic communications, access and update your details

and view information relating to dividends and transaction

history at any time by visiting the Link Investor Centre at

investorcentre.linkmarketservices.co.nz (for New Zealand

shareholders) and investorcentre.linkmarketservices.com.au

(for Australian shareholders).

NEW ZEALAND REGISTRY

Link Market Services Limited

Level 30, PwC Tower

15 Customs Street West

Auckland 1010

New Zealand

Ph: +64 9 375 5998

Email: myfoodbag@linkmarketservices.co.nz

www.linkmarketservices.co.nz

AUSTRALIAN REGISTRY

Link Market Services Limited

Level 12, 680 George Street

Sydney NSW 2000

Australia

Ph: +61 1300 554 474

Email: myfoodbag@linkmarketservices.co.nz

www.linkmarketservices.com.au

My Food Bag Group Limited

NZCN 6113607

ARBN 646 807 301

Directory

Key Dates

Half year results – November 2021

FY22 balance date – 31 March 2022

Annual shareholders’ meeting – 20 August 2021

Half year end – 30 September 2021

myfoodbag.co.nz

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.