2021 Annual Report
ANNUAL REPORT 2021
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MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2021
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in
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
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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.