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Me Today Limited Annual Report

Annual Report30 June 2021MEEConsumer Staples

Annual
Report

FOR THE YEAR ENDED 31 MARCH 2021

Contents
CHAIR & CEO REPORT

4

DIRECTORS’ PROFILES

8

FINANCIAL STATEMENTS

Consolidated Statement of Comprehensive Income

12

Consolidated Statement of Changes in Equity

13

Consolidated Statement of Financial Position

14

Consolidated Statement of Cash Flows

15

Notes to the Consolidated Financial Statements

16

INDEPENDENT AUDITOR’S REPORT

42

SHAREHOLDER & STATUTORY INFORMATION

46

CORPORATE GOVERNANCE & COMPANY DIRECTORY

52

Chair &
CEO Report

me | today annual report
4

HIGHLIGHTS

Highlights for FY21 include:

• Renewed the retail distribution agreement with

Green Cross Health in New Zealand, with the Me

Today range now stocked in 300 Unichem and

Life pharmacies around the country, and access

opened up to other select retailers

• New global distribution partnerships signed in

Japan, Ireland and Australia, providing access to

hundreds of new retail outlets

• Launched Tmall and Little Red Book Me Today

flagship stores in China, providing a direct link

to the Chinese consumer via the cross border

ecommerce channel

• Developed and launched nine new supplements

and eight skincare products, as well as a series

of gift packs for Christmas 2020

• Significant investment into building the Me

Today brand, with creative advertising and

social media campaigns, as well as securing

protection of brand IP around the world

• Signed two global brand ambassadors –

Olympian Sarah Walker and rugby star Beauden

Barrett

• Further established The Good Brand Company

as a reliable supplier to the Pharmacy and

Health store retail channels

FINANCIAL PERFORMANCE

Me Today’s FY21 financial results reflect the

investment being made into establishing and

growing the business and are in line with

management expectations.

Total revenue of the group was $1.5 million before

deducting the cost of marketing services provided

by a customer. Reported revenue was $1.1 million, a

102% increase on the prior year.

The group recorded an operating loss of $2.9

million, an increase of $2.1 million on the operating

loss of $0.8 million recorded in the prior year.

Sales are expected to escalate over the 12 months

to 31 March 2022 as the company continues to

execute the Invest and Grow strategy. Based on

the new distribution agreements achieved in FY21

and traction to date, FY22 gross revenue from

the existing Me Today Group excluding the recent

King Honey acquistion, is expected to be at least $3

million.

A capital raise was successfully completed during the

period, providing $4.3 million in additional growth

capital (net of transaction costs). As at 31 March

2021, Me Today had cash and short term deposits of

$5.0 million to support the planned growth strategy.

BUILDING STRONG FOUNDATIONS FOR

GROWTH

Me Today, which listed on the NZX on 1 April 2020, is

targeting the $128+ billion global supplements and

natural skincare markets. There is huge potential in

this market for a new and modern brand, such as Me

Today, that links supplements and natural skincare

and produces premium quality products.

We are very pleased with the progress made this

year against the headwinds of the Covid pandemic

and excited about the global opportunity in front

of us. Our focus remains on building awareness

and sales of Me Today products, by continuing to

invest into marketing, new product development

and delivery methods that help ensure great results

for our customers. We have established some great

retail partnerships and ecommerce channels this

year, and this focus will continue for both our Me

Today and agency brands, in New Zealand and

offshore. There is growing interest in Me Today from

retailers and distributors around the world and we

expect our retail distribution to further expand in

FY22.

In New Zealand, our renewed arrangement with

Green Cross Health allows us to expand distribution

into select independent pharmacies, health stores

and online retailers as well as 300 Unichem and

Life pharmacies, while in Japan, a collaboratively

developed new range of Me Today products will

be stocked in retail stores owned by MASH Beauty

Lab from October 2021 onwards. New distribution

partnerships in Australia and Ireland will also see

selected products launched into those markets in

the second half of the 2021 calendar year. We will

continue to invest into marketing and promotion

around these platforms in order to drive sales and

awareness in these new markets.

Dear Me Today shareholder

Me Today’s financial results for the 2021 financial

year (‘FY21’) reflect the strong progress made as

we invest in the establishment and growth of the

start-up business to acheive its global vision.

Chair & CEO Report

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5

We will also continue to invest in our products and

people. We have built up a great team over the last

year, particularly in sales, marketing, product and

innovation, and will further develop our team to

drive our growth. Innovation remains an essential

ingredient in our success as we research, formulate

and deliver premium products to market that are

efficacious, beautifully designed and easy on the

environment.

Both the Supplements and the Natural Skincare

categories in New Zealand and overseas have

experienced significant growth in recent years and

Me Today is carving a strong place for itself in these

high value markets. We see significant opportunity

to further expand the product offering and take

advantage of new trends within the health, beauty

and wellbeing spaces. Our focus remains on taking

our brand to the world and we have made great

progress in just our first 12 months.

KING HONEY ACQUISITION

Me Today Limited announced on the 31st of May

2021 that it had agreed to acquire 100% of King

Honey Limited from interests associated with Terry

Jarvis for total consideration of $36 million.

King Honey is one of New Zealand’s premium

Manuka Honey producers, operating since 2016

with a vision to bring highly skilled beekeepers

together to develop a fully integrated Manuka

Honey business. It has a network of 18,000 bee hive

placements and 3,600 queen bee rearing hives

placed across the North Island of New Zealand and

into the Marlborough region.

The acquisition of King Honey Limited complements

the Me Today brand and enables Me Today to

expand its existing lifestyle, health and wellness

businesses. This well established manuka honey

business provides the group with additional scale

and opportunities for new product development

utilising the proven health benefits of manuka

honey.

King Honey operates two brands, the BEE+ brand

and the Superlife brand, Me Today sees opportunity

for the continued growth of these brands together

with the opportunity to include manuka honey

products as an extension to the Me Today product

range. Given the overlap in category there is also

benefit in leveraging the distribution networks of

both Me Today and King Honey.

The total purchase price of $36 million consists of

the following components:

- Cash on completion $21 million

- The issue of $10 million in new shares in MEE

to the vendor at 8.8 cents per share

- A subordinated note of $5 million repayable

in three years from completion with interest

paid annually in arrears at 4%.

The cash consideration payable on completion of

$21 million is to be funded through bank debt of $8.5

million and a new equity capital raise.

On 25 June 2021 shareholders voted to approve this

acquisition by the required majorities. Completion of

the transaction is expected to occur on 30 June.

The Board were pleased with the success of the

capital raise. The Company raised $15.75 million In

new capital comprising:

- $12.0 million from wholesale investors and an

NZX market participant’s clients, and

- $3.75 million from retail investors from an

offer to existing Me Today shareholders

through a Share Purchase Plan and a general

offer to retail investors.

We are excited about the growth opportunities

in the year ahead with the acquisition of King

Honey Limited adding scale and presenting new

opportunities for the Me Today brand and for the

group.



Michael Kerr

CEO

Grant Baker

Chairman



30 June 2021

Directors’
Profiles

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Grant Baker

NON-EXECUTIVE CHAIRMAN

Appointed to the Board in 2020

Grant Baker has wide experience at a senior level in both public

and private New Zealand companies. He is currently the chairman

of Turners Automotive Group, a position he has held for more than

10 years. He was a cofounder of The Business Bakery and has a

number of successes under his belt, including being chairman of

both 42 Below vodka and Trilogy International. 42 Below was sold

to Bacardi in 2006, and Trilogy was recently sold to CITIC Group.

Grant is also a cancer survivor and has a strong interest in the

health and wellbeing sector. Until recently he was the chairman

of The Gut Cancer Foundation, a position he held for more than 10

years.

Grant is not considered to be an independent director under the

NZX Listing Rules as MTL Securities Limited, a company in which

he is a director, is a substantial product holder of Me Today. Also,

interests associated with Grant have an ownership interest in MTL

Securities Limited.

Michael Kerr

CHIEF EXECUTIVE OFFICER / EXECUTIVE DIRECTOR

Stephen Sinclair

EXECUTIVE DIRECTOR

Appointed to the Board in 2020

Michael holds a Bachelor of Commerce degree, majoring in

marketing and management, from the University of Auckland.

Michael has worked in sales and marketing roles for several

local and multinational businesses. More recently he was

responsible for establishing the Swisse brand in New Zealand

across multiple retail channels, and was the general manager

of the skincare brand, Trilogy. Michael’s career spans 20 years,

in which time he has developed a wealth of knowledge both

locally and internationally of how to create and grow brands in

the Health and Wellness space.

Michael is not considered to be an independent director under

the NZX Listing Rules as he is the Chief Executive Officer and

a director of MTL Securities Limited, a substantial product

holder of Me Today. Interests associated with Michael have an

ownership interest in MTL Securities Limited.

Appointed to the Board in 2020

Stephen is a Chartered Accountant, and spent the early part

of his career with PriceWaterhouseCoopers. In 1999 he started

working with Grant Baker and since then has been involved

with numerous successful startups, including 42 Below,

Ecoya and Trilogy, and was involved in the recapitalisation of

Dorchester Pacific which is now the Turners Automotive Group.

Stephen is not considered to be an independent director under

the NZX Listing Rules as MTL Securities Limited, a company in

which he is a director, is a substantial product holder of Me

Today. Interests associated with Stephen have an ownership

interest in MTL Securities Limited. Stephen also provides

consulting services to Me Today.

Directors’ Profiles

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Hannah Barrett

INDEPENDENT DIRECTOR

Appointed to the Board in 2020

Hannah has a Bachelor of Commerce degree, majoring in

commercial law and accounting, from Victoria University and

is a qualified Chartered Accountant. Hannah spent three years

working at PricewaterhouseCoopers in the Financial Advisory

team working on assignments for global companies as well as

New Zealand based businesses and individuals. Hannah also

runs her own business specialising in digital consulting and

marketing. Hannah supports a number of charities and is an

ambassador for Sweet Louise.

Roger Gower

INDEPENDENT DIRECTOR

Antony Vriens

INDEPENDENT DIRECTOR

Appointed to the Board in 2020

Antony is a seasoned executive with a career in health and

financial services corporations across New Zealand, Australia

and Asia. He is currently an Independent Director of the Turners

Automotive Group, and is the Chairman of DPL Insurance

Limited (Turners’ insurance subsidiary). Antony is a medical

doctor by background and brings a strong interest in wellness

and nutrition, which is supported by his medical training.

Antony is also currently involved in new health technology

initiatives to support lifestyle change in the Asia region. In

addition to his medical degree, Antony holds an MBA from

the University of Auckland, with a background in international

business and innovation.

Appointed to the Board in 2008

Roger has wide experience as a company executive, director

and Chairman in both public and private companies. He is

currently Chairman of PrimePort Timaru Limited and New

Zealand Food Innovation Auckland Limited (the Food Bowl).

Roger is the Chief Executive of New Zealand’s Best Food

& Beverage Limited, a company affiliated with Douglas

Pharmaceuticals that has developed wellbeing products

targeting the mother & baby and aged care sectors under the

Douglas Nutrition brand. Roger was Chairman at Charlie’s

juice company, which listed in 2005 and prior to that had a

corporate career in logistics and transportation. Roger has a

BCom from the University of Auckland, an MBA from Massey

University and an MPhil from the University of Cambridge.

Financial
Statements

FOR THE YEAR ENDED 31 MARCH 2021

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Financial Statements

Consolidated Statement of Comprehensive

Income

FOR THE YEAR ENDED 31 MARCH 2021

Note

2021

NZ$000

2020

NZ$000

Revenue before marketing services provided by a customer1,455 639

Less marketing services provided by a customer (312)(73)

Revenue51,143 566

Cost of sales(463)(107)

Selling and marketing expenses(2,659)(1,055)

Administrative expenses(954)(219)

Operating loss6(2,933)(815)

Reverse acquisition - share based payment27 - (3,977)

Reverse listing expenses - (191)

Finance income73 1

Loss before tax(2,860)(4,982)

Income tax expense8 - -

Loss for the year attributable to owners of the company(2,860)(4,982)


Total comprehensive loss for the year attributable to owners of

the company

(2,860)(4,982)

Earnings (loss) per share

Basic and diluted loss per share (NZ$)10(0.007)(0.041)

The accompanying notes form part of these consolidated financial statements and should be read in

conjunction with them.

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Consolidated Statement of Changes in Equity

FOR THE YEAR ENDED 31 MARCH 2021

Note

Share

capital

NZ$000

Share based

payments

reserve

NZ$000

Accumulated

losses

NZ$000

Total

equity

NZ$000

Balance at 1 April 2019 - - (45)(45)

Total comprehensive income

Loss attributable to owners of the

company

- - (4,982)(4,982)

Transactions with owners

Shares issued during the year213,800 - - 3,800

Shares issued as part of reverse listing21,275,550 - - 5,550

Balance at 31 March 20209,350

-(5,027)4,323

Total comprehensive income

Loss attributable to owners of the

company

- - (2,860)(2,860)

Transactions with owners

Shares issued during the year214,500 - - 4,500

Less: share issue costs(181) - - (181)

Share options issued22,23 - 21 - 21

Other share based payments22 - 89 - 89


Balance at 31 March 202113,669 110 (7,887)5,892

The accompanying notes form part of these consolidated financial statements and should be read in

conjunction with them.

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Financial Statements

Consolidated Statement of Financial Position

AS AT 31 MARCH 2021

Note

2021

NZ$000

2020

NZ$000

ASSETS

Current assets

Cash and cash equivalents121,195 4,168

Short term deposits133,804 -

Trade and other receivables14418 247

Inventory15934 341

Taxation receivable

23 11

Total current assets

6,374 4,767


Non-current assets

Property, plant and equipment1691 23

Right-of-use asset17176 -

Intangible assets1873 62

Total assets

6,714 4,852


LIABILITIES

Current liabilities

Trade payables and other liabilities19629 529

Lease liability2079 -

Total current liabilities

708 529


Non-current liabilities

Lease liability20114 -

Total liabilities

822 529


Net assets 5,892 4,323


EQUITY

Share capital2113,669 9,350

Share based payments reserve22110 -

Accumulated losses

(7,887)(5,027)

Total equity

5,892 4,323

For and on behalf of the Board:


Dated: 31 May 2021


The accompanying notes form part of these consolidated financial statements and should be read in

conjunction with them.

Roger Gower

Director

Grant Baker

Chairman

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Consolidated Statement of Cash Flows

FOR THE YEAR ENDED 31 MARCH 2021

Note

2021

NZ$000

2020

NZ$000

Cash flows from operating activities

Receipts from customers1,384 439

Interest received69 1

Payments to suppliers and employees(4,774)(1,504)

Income tax refunded (paid)(13) -

Net cash used in operating activities24(3,334)(1,064)


Cash flows from investing activities

Cash received on reverse listing acquisition - 1,587

Investments in short term deposits(3,800) -

Payments for property, plant and equipment(98)(22)

Payments for intangibles(21)(71)

Net cash (used in)/received from investing activities(3,919)1,494


Cash flows from financing activities

Proceeds from issue of share capital 4,500 3,700

Share capital issue costs

(181) -

Interest paid on lease liabilities20,25(6) -

Payment of lease liabilities20,25(33) -

Net cash generated by financing activities

4,280 3,700


Net (decrease)/increase in cash and cash equivalents(2,973)4,130


Cash and cash equivalents at the beginning of the year4,168 38

Cash and cash equivalents at the end of the year121,195 4,168

The accompanying notes form part of these consolidated financial statements and should be read in

conjunction with them.

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Financial Statements

Notes to the Consolidated Financial

Statements

FOR THE YEAR ENDED 31 MARCH 2021

1. GENERAL INFORMATION


These financial statements are for Me Today Limited (‘MTL’ or ‘the Company’) and its subsidiaries, The Good

Brand Company Limited (‘TGBC‘) and Me Today NZ Limited (together ‘the Group’).

Me Today Limited, The Good Brand Company Limited and Me Today NZ Limited are limited liability companies

incorporated and domiciled in New Zealand. The address of their registered office is Level 1, 25 Broadway,

Newmarket, Auckland 1141.

The Group produces, sells, and markets health and wellbeing products or acts as an agent on behalf of other

health and wellbeing suppliers.

1.1 Basis of preparation

1.1.1. Reverse acquisition

On 31 March 2020 the Company entered into a

reverse acquisition in which the Company acquired

100% of the shares of the already operating The

Good Brand Company Limited (‘TGBC’) and its 100%

owned subsidiary Me Today NZ Limited, in exchange

for issuing 1.11 billion new fully paid ordinary shares

in the Company.

The reverse acquisition did not represent a business

combination in accordance with NZ IFRS 3: Business

Combinations. The Board of Directors have

therefore accounted for the reverse acquisition as

a share-based payment transaction, as an issue of

shares, in accordance with NZ IFRS 2 Share-based

Payment (refer note 27).

1.1.2. Basis of measurement

The consolidated financial statements have been

prepared on a historical cost basis. Historical

cost is generally based on the fair value of the

consideration given in exchange for goods and

services.

Fair value is the price that would be received to sell

an asset or paid to transfer a liability in an orderly

transaction between market participants at the

measurement date, regardless of whether that price

is directly observable or estimated using another

valuation technique. Fair value for measurement

and/or disclosure purposes in these financial

statements is determined on such a basis, except for

share-based payment transactions that are within

the scope of NZ IFRS 2 Share-based Payment,

leasing transactions that are within the scope of NZ

IFRS 16 Leases, and measurements that have some

similarities to fair value but are not fair value, such

as net realisable value in NZ IAS 2 Inventories or

value in use in NZ IAS 36 Impairment of Assets.

The financial statements are presented in New

Zealand dollars which is the Company’s functional

and presentation currency, rounded to the nearest

thousand dollars.

Comparative numbers for selling and marketing

expenses and administrative expenses shown in

the Consolidated Statement of Comprehensive

Income have been restated to align to current year

classifications.

1.2 Statement of compliance and

reporting framework

The consolidated financial statements have been

prepared in accordance Generally Accepted

Accounting Practice in New Zealand (‘NZ GAAP’).

The Group is a for-profit entity for the purposes

of complying with NZ GAAP. The financial

statements comply with New Zealand equivalents

to International Financial Reporting Standards

(‘NZ IFRS’), and International Financial Reporting

Standards (‘IFRS’).

The Company is an FMC reporting entity under the

Financial Markets Conduct Act 2013. These financial

statements have been prepared in accordance with

the requirements of the Financial Markets Conduct

Act 2013 and the NZX Main Board Listing Rules.

The financial statements have been approved for

issue by the Board of Directors on 31 May 2021.

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2. APPLICATION OF NEW AND REVISED NEW ZEALAND

INTERNATIONAL FINANCIAL REPORTING STANDARDS

(NZ IFRS)

Refer to note 1.1. in relation to basis of preparation

due to reverse acquisition transaction.

3.2. Revenue recognition

The Group recognises revenue from the following

major sources:

• sale of goods; and

• agency services

Revenue is measured based on the consideration to

which the Group expects to be entitled in a contract

with a customer and excludes amounts collected on

behalf of third parties, such as goods and service

tax and customs duties.

3.2.1. Sale of goods

The Group sells goods such as health and wellbeing

products. The Group considers the performance

obligation is satisfied when control of the goods

has transferred, being when the goods have been

delivered to the customer. Revenue derived from

the sale of goods is recognised at the point in time

the performance obligation is satisfied. Marketing

payments paid to a customer are treated as a

reduction in revenue.

3.2.2. Agency services

For revenues derived from agency services, where

the Group acts as a sales agent for other health

and wellness brands, the Group considers its

performance obligations are satisfied over time,

on the basis that agency services are provided

and consumed by the customer on a simultaneous

basis, and so will recognise the related revenue as

the performance obligation is satisfied. Revenue is

measured on an output method basis.

The principal accounting policies adopted are set

out below.

3.1. Principles of consolidation

The consolidated financial statements incorporate

the financial statements of the Company and

entities controlled by the Company. Control is

achieved when the Company:

• has power over the investee;

• is exposed, or has rights, to variable returns

from its involvement with the investee; and

• has the ability to use its power to affect its

returns.

The Company reassesses whether or not it controls

an investee if facts and circumstances indicate

that there are changes to one or more of the three

elements of control listed above.

When necessary, adjustments are made to the

financial statements of subsidiaries to bring their

accounting policies into line with the Group’s

accounting policies.

All intragroup assets and liabilities, equity, income,

expenses and cash flows relating to transactions

between members of the Group are eliminated in

full on consolidation.

3.1.1. Business combinations

Acquisitions of businesses are accounted for

using the acquisition method. The consideration

transferred in a business combination is measured

at fair value, which is calculated as the sum of the

acquisition-date fair values of the assets transferred

by the Group, liabilities incurred by the Group to

the former owners of the acquiree and the equity

interests issued by the Group in exchange for

control of the acquiree. Acquisition related costs are

generally recognised in profit or loss as incurred.

3. SIGNIFICANT ACCOUNTING POLICIES

2.1. Application of new and revised International Financial Reporting

Standards

The Group has not early adopted any standards, interpretations or amendments that have been issued but are

not yet effective. Early adoption of these new standards, interpretations or amendments would not have had a

material impact on the financial result or financial position of the Group.

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Financial Statements

3.3. Leasing

The Group assess whether a contract is or contains

a lease, at inception of the contract. The Group

recognises a right-of-use asset and a corresponding

lease liability with respect to all lease arrangements

in which it is the lessee, except for short-term leases

(defined as leases with a lease term of 12 months

or less) and lease of low value assets. For these

leases, the Group recognises the lease payments

as an operating expense on a straight-line basis

over the term of the lease unless another systematic

basis is more representative of the time pattern in

which economic benefit from the leased assets are

consumed.

The lease liability is initially measured at the present

value of the future lease payments, discounted

by using the rate implicit in the lease. If this rate

cannot be readily determined, the Group uses its

incremental borrowing rate. The lease liability is

measured at amortised cost using the effective

interest method. It is remeasured when there is

a change in future lease payments arising from

a change in an index or rate or if the Group

changes its assessment of whether it will exercise

a purchase, extension of termination option, with

a corresponding adjustment made to the carrying

value of the right-of-use asset.

The right-of-use assets comprise the initial

measurement of the corresponding lease

liability, lease payments made at or before the

commencement date and any initial direct costs.

They are subsequently measured at cost less

accumulated depreciation and impairment losses.

Right-of-use assets are depreciated over the

shorter period of lease term and the useful life of

the underlying asset. The depreciation starts at the

commencement date of the lease.

The Group applies NZIAS 36 to determine whether

a right-of-use asset is impaired and accounts for

any identified impairment loss as described in the

‘property, plant and equipment’ policy.

3.4. Income Tax

Income tax expense comprises both current and

deferred tax.

3.4.1. Current tax

The tax currently payable is based on taxable

profit for the year. Taxable profit differs from ‘profit

before tax’ as reported in the statement of profit

or loss and other 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.

3.4.2. Deferred tax

Deferred tax is recognised on temporary differences

between the carrying amounts of assets and

liabilities in the 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 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.

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.

3.5. Goods and services tax

Revenue, expenses, assets and liabilities are

recognised net of the amount of goods and services

tax (GST) except:

• where the amount of GST incurred is not

recovered from the taxation authority, it is

recognised as part of the cost of acquisition of

an asset or as part of an item of expense; or

• for receivables and payables, which are

recognised inclusive of GST.

The net amount of GST recoverable or payable

to the taxation authority is included as part of

receivables or payables.

3.6. Inventories

Inventories are stated at the lower of cost and net

realisable value. Costs of inventories are determined

on a first-in-first-out basis. Net realisable value

represents the estimated selling price for inventories

less all estimated costs of completion and costs

necessary to make the sale.

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3.7. Property, plant and

equipment

Plant and equipment, office equipment and

computer equipment are stated at cost less

accumulated depreciation and accumulated

impairment losses.

Depreciation is recognised so as to write off the

cost of assets less their residual values, over their

useful lives using the diminishing value 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.

The following depreciation rates are used in the

calculation:

Plant and equipment33%

Office equipment33%

Computer equipment50%

Leasehold improvements33%

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.

3.8. Intangible assets

Acquired intangible assets with finite useful lives

are carried at cost less accumulated amortisation

and accumulated impairment losses. Amortisation

is recognised on a straight-line basis over their

estimated useful lives. The estimated useful life

and amortisation method are reviewed at the

end of each reporting period, with the effect of

any changes in estimate being accounted for on a

prospective basis. Intangible assets with indefinite

useful lives that are acquired separately are carried

at cost less accumulated impairment losses.

The following amortisation rates are used in the

calculation:

Website 50%

Trademarks & domainsindefinite useful life


3.9. Financial instruments

Financial assets and financial liabilities are

recognised in the Consolidated Statement of

Financial Position when the Group 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.

3.10. Interest income

Interest income is accrued on a time basis, by

reference to the principal outstanding and at the

effective interest rate applicable, which is the

rate that exactly discounts estimated future cash

receipts through the expected life of the financial

asset to that asset’s net carrying amount on initial

recognition.

3.11. Financial assets

Financial assets are measured at amortised cost

or fair value on the basis that the Group’s business

model for managing financial assets and the

contractual cash flow characteristics of the financial

assets. The Group classifies its financial assets as at

amortised cost only if both of the following criteria

are met:

• the asset is held within a business model whose

objective is to collect the contractual cash

flows: and

• the contractual terms give rise to cash flows

that are solely payments of principal and

interest.

Financial assets at amortised costs

The Group holds receivables with the objective to

collect the contractual cash flows, the cash flows

are solely payments of principal and interest, and

therefore measures them subsequently at amortised

cost using the effective interest method.

The Group’s financial assets at amortised cost

include cash and cash equivalents, short term

deposits and trade receivables. Cash and cash

equivalents include cash in hand and deposits held

at call with banks.

Impairment of financial assets

The Group recognises a loss allowance for expected

credit losses on trade receivables. The amount of

me | today annual report
20

Financial Statements

expected credit losses is updated at each reporting

date to reflect changes in credit risk since initial

recognition of the respective financial instrument.

The Group recognises lifetime expected credit

losses for trade receivables. The expected credit

losses on these financial assets are estimated using

a provision matrix based on the Group’s historical

credit loss experience, adjusted for factors that

are specific to the debtors, general economic

conditions and an assessment of both the current

as well as the forecast direction of conditions at the

reporting date, including time value of money where

appropriate.

3.12. Financial liabilities

Financial liabilities are classified as either financial

liabilities ‘at fair value profit through profit or

loss(“FVTPL”) or ‘other financial liabilities’.

Other financial liabilities

Other financial liabilities (including trade and

other payables) are subsequently measured at

amortised cost using the effective interest method.

The effective interest method is a method of

calculating the amortised cost of a financial liability

and of allocating interest expense over the relevant

period. The effective interest rate is the rate that

exactly discounts estimated future cash payments

(including all fees and points paid or received that

form an integral part of the effective interest rate,

transaction costs and other premiums or discounts)

through the expected life of the financial liability,

or (where appropriate) a shorter period, to the net

carrying amount on initial recognition.

The Group has no financial liabilities at FVTPL.

3.13. Segment reporting

Operating segments are reported in a manner

consistent with the internal reporting provided

to the chief operating decision maker. The chief

operating decision maker, who is responsible for

allocating resources and assessing performance of

the operating segments, has been identified as the

Board of Directors.

3.14. Foreign currency translation

Transactions and balances

Foreign currency transactions are translated into

the functional currency using the exchange rates

prevailing at the dates of the transactions.

At the end of each reporting period, monetary items

denominated in foreign currencies are retranslated

at the rates prevailing at that date. Non-monetary

items that are measured in terms of historical cost in

a foreign currency are not retranslated.

Exchange differences on monetary items are

recognised in the profit or loss in the period in which

they arise.

3.15. Share capital

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of

new shares are shown in equity as a deduction, net

of tax, from the proceeds.

3.16. Share based payment

transactions

For equity-settled share-based payments where

the goods or services acquired from non-employees

can be measured reliably, then the goods or

services are measured directly at their fair value. If

goods or services cannot be measured reliably then

the goods or services are measured indirectly, i.e.

with reference to the fair value of equity instruments

granted.

The fair value determined at the grant date of the

equity-settled share-based payments is expensed

on a straight-line basis over the vesting period,

based on the Group’s estimate of equity instruments

that will eventually vest, with a corresponding

increase in equity.

At the end of each reporting period, the Group

revises its estimate of the number of equity

instruments expected to vest. The impact of

the revision of the original estimates, if any, is

recognised in profit or loss such that the cumulative

expense reflects the revised estimate, with a

corresponding adjustment to the share-based

payments reserve.

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21

4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

In the application of the Group’s accounting policies,

which are described in note 3, the directors of the

Group are required to make judgements, estimates

and assumptions about the carrying amounts of

assets and liabilities that are not readily apparent

from other sources. The estimates and associated

assumptions are based on historical experience and

other factors that are considered to be relevant.

Actual results may differ from these estimates.

The estimates and underlying assumptions are

reviewed on an ongoing basis. Revisions to

accounting estimates are recognised in the period

in which the estimate is revised if the revision affects

only that period, or in the period of the revision and

future periods if the revision affects both current

and future periods. Below are the critical accounting

judgements.

4.1. Impact of COVID-19 and

going concern

The directors have concluded that the COVID-19

pandemic has not had a material impact on the

financial statements, including trade debtors

impairment losses and inventory provisioning.

The directors have concluded that the Group will

be able to continue operating for at least 12 months

from the date of signing these financial statements.

That conclusion has been reached because the

Group has substantial cash reserves and it can

further reduce expenditure if it becomes necessary

to do so.

4.2. Deferred Tax

Judgement is exercised in determining the timing

and extent of recognition of the benefit of tax

losses. The benefit of tax losses can be recognised

as an asset if its recovery is ‘probable’ (more likely

than not). In the absence of any track record of

profitability, convincing evidence is needed of how

the losses will be recovered in the future, before any

deferred tax asset is recognised. On this basis, the

Group has not recognised any benefit, as detailed in

note 8, at 31 March 2021 in respect of the tax losses

generated to 31 March 2021 (2020: nil).

4.3. Share options and other

share-based payments

The directors used judgement in determining the

fair value of the share options. Share options were

independently valued using the Black-Scholes

model to estimate fair value at grant date. The

expected volatility in the measure of fair value has

been based on the observed volatility levels of

movements in Me Today’s share price from 6 April

2020 up to the Grant Date and for comparable

companies. The Company did not have three years’

trading history at the valuation date to provide a

three year historical volatility to support the share

option valuation (refer note 23).

For the equity-settled share-based payments for

promotional services, the services acquired cannot

be measured reliably and therefore, in accordance

with the Group’s accounting policy (refer note 3.16),

the services have been measured indirectly, i.e. with

reference to the fair value of equity instruments

granted.

4.4. Accounting for leases

Judgement is required in determining whether it is

reasonably certain that an extension option will be

exercised. The Group considers all relevant factors

that create an economic incentive for it to exercise

the extension. 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 extend. Refer notes 3.3,

17 and 20.

The Group has not included the extension period as

part of the lease term for the leased premises.

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22

Financial Statements

2021

NZ$000

2020

NZ$000

Revenue from sale of goods before marketing services

provided by customers

932 263

Less marketing services provided by customers (312)(73)

Revenue from sale of goods620 190

Revenue from agency services523 376

1,143 566

The details above disaggregate the Group’s revenue from contracts with customers into primary markets, and

major product and service lines. All revenue is generated in New Zealand.


6. EXPENSES

The loss for the year includes the following expenses.

Note

2021

NZ$000

2020

NZ$000

Directors’ fees29(329) -

Depreciation of property, plant and equipment16(30)(14)

Depreciation of right of use assets17(50) -

Amortisation of intangible assets18(10)(4)

Accounting and consulting(106)(75)

Shareholder expenses(88) -

Employer Kiwisaver contributions(30)(17)

Employee benefits expense(1,212)(533)

Finance expenses:

Interest expense on lease liability(6) -

Fees paid to the auditor:

For the current year audit(57)(38)

For tax advice and returns(12)(34)

For general accounting advice(5) -

Total fees paid to the auditor(74)(72)

5. REVENUE

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23

The Group has identified its operating segments based on the internal reports reviewed and used by the Chief

Operating Decision Maker (CODM), being the Board of Directors, in assessing the Group’s performance and in

determining the allocation of resources.

Unallocated operating expenses include head office costs and costs related to the NZX listing.

All operations are carried out in New Zealand.

2021 2020

Sale of

goods

NZ$000

Agency

services

NZ$000

Other /

unallocated

NZ$000

Total

NZ$000

Sale of

goods

NZ$000

Agency

services

NZ$000

Other /

unallocated

NZ$000



Total

NZ$000

Revenue before

marketing services

provided by a

customer

932 523 - 1,455 263 376 - 639

Less marketing

services provided by

a customer

(312) - - (312)(73) - - (73)

Total external

revenue

620 523 - 1,143 190 376 - 566

Total

inter-segment

revenue

- - - - - - - -


Total EBITDA(1,764)(91)(988)(2,843)(515)(233)(4,218)(4,966)

Finance income - - 73 73 - 1 - 1

Depreciation and

amortisation

(21)(8)(61)(90)(9)(8) - (17)

Net loss before

taxation

(1,785)(99)(976)(2,860)(524)(240)(4,218)(4,982)

Income tax expense - - - - - - - -

Net loss for the year(1,785)(99)(976)(2,860)(524)(240)(4,218)(4,982)

2021 2020

Sale of

goods

NZ$000

Agency

services

NZ$000

Other /

unallocated

NZ$000

Total

NZ$000

Sale of

goods

NZ$000

Agency

services

NZ$000

Other /

unallocated

NZ$000

Total

NZ$000

Segment assets1,319 128 5,267 6,714 538 102 4,213 4,852

Segment liabilities3,974 (1,652)(1,500)822 135 230 164 529

7. SEGMENT INFORMATION

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24

Financial Statements

7.1. Information about major customers

For the year ended 31 March 2021 there were 3 customers who individually accounted for more than 10% of

the Group’s total sales (2020: 2 customers). Sales to these customers were $474,923, $315,203 and $116,557

respectively (2020: $363,000 and $190,000). These customers purchased goods or agency services.

8. TAXATION

2021

NZ$000

2020

NZ$000

Loss before income tax(2,860)(4,982)

Current year tax at the tax rate of 28%(801)(1,395)

Non deductible share based payment - 1,114

Non deductible expenses3 91

Timing differences7 5

Current tax losses not recognised791 185

Income tax expense - -

Comprising:

Current income tax expense - -

Deferred tax - -

- -

2021

NZ$000

2020

NZ$000

Tax losses

Tax losses for which no deferred tax asset has been

recognised

3,454693

Potential tax benefit @ 28%967 194

The Group did not recognise deferred income tax assets in relation to the losses disclosed above. The losses

can be carried forward against future income subject to meeting the requirements of income tax legislation

including those relating to shareholder continuity.

9. IMPUTATION CREDITS

2021

NZ$000

2020

NZ$000

Imputation credits available for use in subsequent periods - -

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25

10. EARNINGS PER SHARE

2021 2020

Basic earnings/(loss) per share (NZ$)(0.007)(0.041)

Diluted earnings/(loss) per share (NZ$)(0.007)(0.041)

The losses and weighted average number of ordinary shares used in the calculation of loss per share are as

follows:

2021 2020

Loss from continuing operations (NZ$000)(2,860)(4,982)

Weighted average number of ordinary shares used in the

calculation of basic and diluted earnings per share (‘000)

398,961122,243

At 31 March 2021, there were no financial instruments that carried any shareholder dilution rights that were

considered to be dilutive (2020: none). The 3,000,000 share options on issue were not considered to be dilutive

due to the Group’s loss.

11. NET TANGIBLE ASSET BACKING

2021

NZ$000

2020

NZ$000

Net tangible assets (NZ$000)5,819 4,261

Issued shares at balance date (‘000)412,278 1,824,550

Net tangible assets per share (NZ$)0.0141 0.0023

Net tangible assets are calculated as the total assets minus both intangible assets and deferred tax assets,

and less all liabilities.

The issued shares as at 31 March 2020 is before a one for five share consolidation on 3 April 2020.


12. CASH AND CASH EQUIVALENTS

2021

NZ$000

2020

NZ$000

Cash at bank and on hand1,195 4,168

1,195 4,168

The carrying amount for cash and cash equivalents equals the fair value.

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26

Financial Statements

13. SHORT TERM DEPOSITS

2021

NZ$000

2020

NZ$000

Short term deposits3,804 -

3,804 -

Short term deposits are held by the Group’s bank and are generally for a term of 180 days. The carrying

amount for short term deposits equals their fair value. The average interest rate of deposits at 31 March 2021

was 1.0%.

14. TRADE AND OTHER RECEIVABLES

2021

NZ$000

2020

NZ$000

Trade receivables218 148

GST receivable56 53

Prepayments144 46

Total trade and other receivables418 247

There has been no expected credit loss impairment to profit or loss in the year (2020: none)

2021

NZ$000

2020

NZ$000

Allowance for expected credit losses - -

The Group’s receivables aging is as follows.

NZ$000Current

Less than 30

days past due

30 to 60 days

past due

More than 60

days past due

Total

2021

Trade receivables218 - - - 218

Loss allowance


-

- - - -

2020

Trade receivables148 - - - 148

Loss allowance- - - - -

The standard credit period on sales of goods is 30 or 60 days on the provision of the sale of goods or

rendering of agency services.

In determining the recoverability of a trade receivable, the Group considers any change in the credit quality

of the trade receivable from the date credit was initially granted up to the end of the reporting period. The

Group has 2 main customers who are both assessed as creditworthy. The Group maintains close working

relationships with these customers. The Group does not hold any collateral over these balances.

The Group determines the expected credit losses on receivables by using a provision matrix, estimated based

on historical credit loss experience based on the past due status of the debtors, adjusted as appropriate to

reflect current conditions and estimates of future economic conditions.

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27

15. INVENTORIES

2021

NZ$000

2020

NZ$000

Raw materials - 2

Finished goods647 275

Packaging materials287 64

934 341

Inventory of $79,657 was written off to profit and loss in the year (2020: none). Inventory expensed in the year

was $541,543 (2020: $107,000).


16. PROPERTY, PLANT AND EQUIPMENT

Plant and

equipment

NZ$000

Office

equipment

NZ$000

Computer

equipment

NZ$000

Leasehold

improvements

NZ$000


Total

NZ$000

Cost:

Balance at 1 April 2019- - 11 - 11

Additions10 1 16 - 27

Balance at 31 March 202010 1 27 - 38

Additions- 44 23 31 98

Balance at 31 March 202110 45 50 31 136

Accumulated depreciation:

Balance at 1 April 2019- - (1)- (1)

Depreciation expense(2)- (12)- (14)

Balance at 31 March 2020(2)- (13)- (15)

Depreciation expense(2)(8)(14)(6)(30)

Balance at 31 March 2021(4)(8)(27)(6)(45)

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28

Financial Statements

Plant and

equipment

NZ$000

Office

equipment

NZ$000

Computer

equipment

NZ$000

Leasehold

improvements

NZ$000


Total

NZ$000

Carrying Amounts:

2020

Cost 10 1 27 - 38

Accumulated depreciation(2)- (13)- (15)

Carrying amounts8 1 14 - 23

2021

Cost 10 45 50 31 136

Accumulated depreciation (4)(8)(27)(6)(45)

Carrying amounts6 37 23 25 91

17. RIGHT-OF-USE ASSET

Premises

NZ$000

Total

NZ$000

Cost:

Balance at 1 April 2019- -

Additions- -

Balance as at 31 March 2020- -

Additions226 226

Balance as at 31 March 2021226 226

Accumulated amortisation:

Balance at 1 April 2019- -

Depreciation expense- -

Balance as at 31 March 2020- -

Depreciation expense(50)(50)

Balance as at 31 March 2021(50)(50)

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29

Premises

NZ$000

Total

NZ$000

Carrying Amounts:

2020

Cost - -

Accumulated amortisation- -

Carrying amounts- -

2021

Cost 226 226

Accumulated amortisation(50)(50)

Carrying amounts176 176

18. INTANGIBLE ASSETS


Website

NZ$000

Trademarks

& domains

NZ$000


Total

NZ$000

Cost:

Balance at 1 April 2019- - -

Additions26 40 66

Balance as at 31 March 202026 40 66

Additions- 21 21

Balance as at 31 March 202126 61 87

Accumulated amortisation:

Balance at 1 April 2019- - -

Depreciation expense(4)- (4)

Balance as at 31 March 2020(4)- (4)

Depreciation expense(10)- (10)

Balance as at 31 March 2021(14)- (14)

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30

Financial Statements


Website

NZ$000

Trademarks

& domains

NZ$000


Total

NZ$000

Carrying Amounts:

2020

Cost 26 40 66

Accumulated amortisation(4)- (4)

Carrying amounts22 40 62

2021

Cost 26 61 87

Accumulated amortisation(14)- (14)

Carrying amounts12 61 73

19. TRADE PAYABLES AND OTHER LIABILITIES

2021

NZ$000

2020

NZ$000

Trade payables183 206

Accruals385 323

Other payables61 -

629 529

20. LEASE LIABILITY

2021

NZ$000

2020

NZ$000

Maturity analysis - contractual undiscounted cash flows

Up to one year86 -

One to two years88 -

Two to five years29 -

More than five years - -

Total undiscounted lease liabilities at period end203 -

Lease liabilities included in the statement of financial position at balance date

Current79 -

Non-current114 -

193 -

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31

Total cash outflows for leases during the year ended 31 March 2021 were $39,000 (2020: nil).

As at 31 March 2021, potential future cash outflows of $181,000 (undiscounted) relating to a two year right

of renewal of its lease for premises, have not been included in the lease liability because it is not reasonably

certain that the Group will extend the lease.

21. SHARE CAPITAL

2021

‘000

2020

‘000

Number of ordinary shares

Ordinary shares as at 1 April1,824,550 414,550

Share consolidation(1,459,640) -

Issue of shares as settlement of purchase price - 1,110,000

Ordinary shares issued during the period47,368 300,000

Ordinary shares as at 31 March412,278 1,824,550

On 10 July 2020 42,105,263 shares were issued at $0.095 per share under a retail offer to the market, to

raise $4,000,000. A further 5,263,167 shares were issued on 31 July 2020 at $0.095 per share, under a share

purchase plan, raising a further $500,000.

In 2020, in addition to the 1,100,000,000 shares issued as consideration for the reverse acquisition,

300,000,000 ordinary shares were issued at $0.005 per share to a number of wholesale investors to raise

$1,500,000.

On 3 April 2020, the Company undertook a one for five share consolidation.

All ordinary shares on issue are fully paid and rank equally with one vote attached to each share.

22. SHARE BASED PAYMENTS RESERVE

2021

NZ$000

2020

NZ$000

Balance as at 1 April - -

Share options granted (refer note 23)21 -

Share based payments for promotional services89 -

Balance as at 31 March110 -

The Group has entered into two Ambassador Agreements for the provision of promotional services. A portion

of the consideration payable for the promotional services will be settled by the issue of shares. For one

ambassador, who is a related party, shares will be issued twice yearly with a total of 1,244,444 ordinary shares

to be issued each year at an issue price of $0.09 per share. 1,111,111 shares are to be issued annually under an

agreement with a three-year term. For the other ambassador 133,333 shares are to be issued annually under

an agreement with a two-year term.

All share based payments were included in promotional expenses.

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Financial Statements

23. SHARE OPTIONS


At 31 March 2021 BB Promotions Limited, a related party to the Group (refer note 28), held options on

3,000,000 ordinary shares of the Company (31 March 2020: nil). Each option coverts into one ordinary share of

the Company on exercise. No amounts are paid or payable by BB Promotions Limited on receipt of the options.

The options carry no rights to dividends and no voting rights. Options may be exercised at any time from the

date of vesting to the date of their expiry.

2021 2020

Number of

Options

Weighted average

exercise price

Number of

Options

Weighted

average

exercise price

Balance as at 1 April - - - -

Granted during the period3,000,000 $0.09 - -

Exercised during the period - - - -

Balance as at 31 March3,000,000 $0.09 - -

At reporting date, 3,000,000 of the share options granted had not yet vested. These share options will vest

over the period to 30 June 2023 as detailed in the table below.

Option series

Number

Vesting dateExpiry date

Exercise

price

Fair value

at grant

date

2021 2020

Granted 15 June 2020

2021 options1,000,000 - 1 June 202130 June 2021$0.09 $0.011

2022 options1,000,000 - 1 June 202230 June 2022$0.09 $0.015

2023 options1,000,000 - 1 June 202330 June 2023$0.09 $0.019

Balance as at 31 March3,000,000 -

2021

NZ$000

2020

NZ$000

Share based payments are included in:

Promotional costs21 -

23.1. Fair value of share options granted in the period

The weighted average fair value of the share options granted during the financial period is $0.015. Options

were priced using the Black-Scholes option pricing model.

The expected volatility in the measure of fair value at grant date has been based on the volatility of the

Company’s share price from 6 April 2020 up to the Grant Date and for comparable companies, as a proxy of

the company’s future volatility.

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Option series

Inputs into the model Series 1Series 2Series 3

Grant date opening share price$0.082$0.082$0.082

Exercise price$0.09$0.09$0.09

Expected volatility0.35-0.450.35-0.450.35-0.45

Option life12.5 months24.5 months36.5 months

Dividend yield0%0%0%

Risk free interest rate0.18%0.25%0.32%

24. RECONCILIATION OF LOSS AFTER TAXATION WITH CASH

FLOW FROM OPERATING ACTIVITIES

2021

NZ$000

2020

NZ$000

Net loss after taxation(2,860)(4,982)

Adjustments for:

Depreciation and amortisation90 17

Share based payments110 3,977

Interest accrued on term deposits(4) -

Interest paid on lease liabilities6 -

Other non-cash adjustments - -

Movements in working capital

(Increase) / decrease in trade and other receivables(170)(227)

(Increase) / decrease in inventory(593)(341)

Increase / (decrease) in trade payables and other liabilities99 516

Decrease / (increase) in taxation receivable(12)(10)

Movement in assets and liabilities due to acquisition - (14)

Net cash outflows from operating activities(3,334)(1,064)

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Financial Statements

25. RECONCILIATION OF LIABILITIES ARISING FROM

FINANCING ACTIVITIES

2021

NZ$000

2020

NZ$000

Lease liabilities:

Balance at 1 April - -

Lease liabilities recognised226 -

Cash flows(33) -

Balance at 31 March193 -

26. SUBSIDIARIES

Name of subsidiaryPrincipal activityEquity holding

20212020

The Good Brand Company LimitedSales of health & wellbeing products100%100%

Me Today NZ Limited

Production @ sale of health & wellbeing

products

100%100%

Today LimitedNon-trading entity100%100%

All subsidiaries are domiciled in New Zealand and have a balance date of 31 March.

27. REVERSE ACQUISITION – SHARE BASED PAYMENT

On 31 March 2020 Me Today Limited (formerly CSM Group Limited) was acquired by The Good Brand

Company Limited through a “reverse acquisition”. 60.84% of the shares of Me Today Limited were acquired

in exchange for 100% of the shares in The Good Brand Company Limited. This was accounted for as a share

based payment under NZ IFRS 2 as it did not meet the definition of a business combination under NZ IFRS

3, and the resultant Group financial statements effectively represent a continuation of the Good Brand

Company’s operations.

The financial impact of the reverse acquisition in the 2020 comparative numbers, and the resulting share-

based payment, is summarised as follows:

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2020

NZ$000

Net assets / liabilities acquired:

Cash1,587

Receivables 35

Taxation receivable10

Payables (59)

Net assets acquired1,573

The share based payment expense on acquisition was:

Consideration 5,550

less: fair value of net assets acquired 1,573

Share based payment expense on acquisition of Me Today Limited3,977

The fair value of the consideration of $5,500,000 consisted of 1,110,000,000 ordinary shares issued at $0.05

per share. The difference between the consideration and net assets acquired was accounted for as a share-

based payment of $3,977,000.


28. FINANCIAL INSTRUMENTS


The Group’s activities expose it to a variety of financial risks: market risk (including currency risk and

interest rate risk), credit and liquidity risk. The Group’s overall risk management programme focuses on

the unpredictability of financial markets and seeks to minimise potential adverse effects on its financial

performance.

Risk management is carried out under policies approved by the Board of Directors. The Board provides written

principles for overall risk management as well as policies covering specific areas such as interest rate risk,

credit risk, use of derivative financial instruments and non-derivative financial instruments.

The Group has entered into a number of non-derivative financial instruments all of which are classified as

financial assets and liabilities at amortised cost. The carrying values of these items approximate their fair

value and represent the maximum exposures for each type of financial instrument. They are listed as follows:



Note

2021

NZ$000

2020

NZ$000

Financial assets at amortised cost

Cash and cash equivalents121,195 4,168

Short term deposits133,804 -

Trade receivables14218 148

Total financial assets5,217 4,316

Financial liabilities at amortised cost

Trade payables and other liabilities19629 529

Lease liabilities - current2079-

Lease liabilities - non current20114 -

Total financial liabilities822 529

The Group does not have any derivative financial instruments (2020: nil).

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36

Financial Statements

28.1. Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will

affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk

management is to manage and control the market risk exposures within acceptable parameters, while

optimising the return on risk. There is minimal market risk.

28.2. Cash flow and fair value interest rate risk

The Group’s interest rate risk arises from interest on cash and cash equivalents and short-term deposits. Cash

balances denominated in New Zealand dollars at variable rates expose the Group to cash flow interest rate

risk.

During the current and comparative year, the Group’s interest rate risk was minimal.

28.3. Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails

to meet its contractual obligations and arises from cash and cash equivalents, deposits with banks and the

Group’s receivables from customers. The Group’s maximum credit risk is represented by the carrying value of

these financial assets. The credit risk associated with cash transactions and deposits is managed through the

Group’s policies that limit the use of counterparties to high credit quality financial institutions.

28.4. Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as and when the fall

due. The Group’s liquidity risk management includes maintaining sufficient cash reserves to meet future

commitments. Refer to note 1.3. in relation to going concern and impact of COVID-19.

The following table provides a maturity analysis of the Group’s remaining contractual cash flows relating to

financial liabilities. Contractual cash flows include contractual undiscounted principal and interest payments.

Carrying

amount

NZ$000

Contractual

cash flows

NZ$000

Payable

0-6

months

NZ$000

Payable

6-12

months

NZ$000

Payable

1-2 years

NZ$000

Payable

2-5 years

NZ$000

Non-derivative financial

liabilities

As at 31 March 2021

Trade payables and other

liabilities

629 629 629 - - -

Lease liability193 203 43 43 88 29

822 832 672 43 88 29

As at 31 March 2020

Trade payables and other

liabilities

529 529 529- - -

Lease liability- - - - - -

529 529 529 - - -

me | today annual report
37

28.5. Fair value

The fair value of trade receivables, trade payables, cash and cash equivalents and short term deposits are

determined to be equivalent to their carrying value due to the short-term nature of these balances.

28.6. Capital risk management

The Group’s objectives when managing capital are to safeguard their ability to continue as a going concern,

so that they can continue to provide returns to shareholders and benefits for other stakeholders and to

maintain an optimal capital structure that reduces the cost of capital.

The Company has no debt.

29. RELATED PARTIES

29.1. Directors

The names of persons who are directors of the Company are; Grant Baker (Chairman), Hannah Barrett, Roger

Gower, Michael Kerr, Stephen Sinclair and Antony Vriens.

29.2. Key Management Personnel Compensation

Key management personnel compensation is set out below. The key management personnel are all the

directors of the Company.

Directors were paid directors’ fees of $329,000 (2020: nil). $15,000 was payable to directors at 31 March 2021

(2020: nil). This amount is payable to the independent directors and is intended to be settled by the issue of

shares in the Company. $32,000 of the remuneration due to the independent directors was settled by the issue

of 332,139 shares in the Company, as part of the share purchase plan on 31 July 2020. As at 31 March 2021

these shares were held by The Good Brand Company Limited on behalf of the independent directors.

Michael Kerr received total remuneration of $212,500 in the current year in his role as CEO (2020: $154,500).

A company owned by Stephen Sinclair received $114,000 in consulting fees (2020: $60,000).

29.3. Related entities

MTL Securities Limited is an entity owned and controlled by M & N Kerr Holdings, of which Michael Kerr is a

director, and Velocity Capital, of which Grant Baker and Stephen Sinclair are directors. MTL Securities Limited

owns 53.85% (2020: 60.84%) of Me Today Limited.

29.4. Shareholder advances

At 31


March 2019 M & N Kerr Holdings and Velocity Capital had advanced $10,000 and $90,000 respectively to

the Group. These advances were converted to ordinary share capital in the year ended 31 March 2020.

29.5. Related party transactions

On 15 June 2020 the Company entered into an Ambassador Agreement with BB Promotions Limited for a term

of three years. BB Promotions Limited is a related party to the Group, as the shareholder and director of BB

Promotions Limited, B Barrett, is married to H Barrett, a director of MTL. Under the terms of the agreement,

BB Promotions Limited agreed to provide promotional services to the Company in exchange for the payment

of $50,000 per annum, the issue by the Company of ordinary shares to BB Promotions Limited to the value of

$100,000 per annum, and the granting of 3,000,000 options to purchase ordinary shares in the Company (as

detailed in notes 22 and 23). Share based payments for promotion services shown in note 22 includes $83,000

in relation to the Ambassador Agreement with BB Promotions Limited.

The Company issued 354,282 ordinary shares to Antony Vriens as part of the retail offer to investors on 19 July

2020 for $33,657.

me | today annual report
38

Financial Statements

30. CONTINGENT LIABILITIES

There are no contingent liabilities as at 31 March 2021 (2020: nil).

31. COMMITMENTS

The Company had no commitments for future capital expenditure as at 31 March 2021 (2020: nil).

32. EVENTS SUBSEQUENT TO REPORTING DATE

On 31 May 2021 the Group entered into a conditional agreement to purchase 100% of the shares in King Honey

Limited for $36 million. King Honey Limited is a premium New Zealand manuka honey business.

The purchase price is to be satisfied by:

• cash of $21 million;

• $10 million through the issue to the vendors of 113,636,364 new ordinary shares in Me Today; and

• $5 million by way of a three year subordinated note payable to the vendors.

It is intended that the cash required for the acquisition will be funded by a bank loan of $8.5 million and a

capital raise. Me Today intends to undertake a placement of 178,977,273 new ordinary shares at $0.088 per

share to a number of third party investors to raise $15.75 million.

The acquisition and the proposed issue of new shares, are subject to shareholder approval at a meeting of

shareholders in late June 2021. Me Today expects the acquisition to be completed by 30 June 2021.

On 28 May 2021 Me Today Manuka Honey Limited was incorporated. Me Today Manuka Honey Limited is a

100% owned subsidiary of Me Today and will be the owner of the shares in King Honey Limited.

Refer to note 4.1 in relation to going concern and the impact of COVID-19.

There have been no other significant events after the reporting date

me | today annual report
39

Independent
Auditor’s Report

TO THE SHAREHOLDERS OF ME TODAY LIMITED

me | today annual report
42

Independent Auditor’s Report

Opinion

We have audited the consolidated financial

statements of Me Today Limited (“the Company”)

and its subsidiaries (together, “the Group”), which

comprise the consolidated statement of financial

position as at 31 March 2021, and the consolidated

statement of profit or loss and other comprehensive

income, consolidated statement of changes in equity

and consolidated statement of cash flows for the

year then ended, and notes to the consolidated

financial statements, including a summary of

significant accounting policies.

In our opinion, the accompanying consolidated

financial statements present fairly, in all material

respects, the consolidated financial position of the

Group as at 31 March 2021, and its consolidated

financial performance and its consolidated cash

flows for the year then ended in accordance with

New Zealand equivalents to International Financial

Reporting Standards (“NZ IFRS”).

Basis for Opinion

We conducted our audit in accordance with

International Standards on Auditing (New Zealand)

(“ISAs (NZ)”). Our responsibilities under those

standards are further described in the Auditor’s

Responsibilities for the Audit of the Consolidated

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.

In addition to audit services, our firm provided

other services in the areas of taxation compliance

and advisory services. BDO partners and staff

also transact with the Group on normal trading

terms throughout the year. These engagements

and trading transactions have not impaired our

independence as auditor of the Group. We have no

other relationship with, or interests in, the Company

or its subsidiaries.

Key Audit Matters

Key audit matters are those matters that, in our

professional judgement, were of most significance in

our audit of the consolidated financial statements of

the current period. These matters were addressed in

the context of our audit of the consolidated financial

statements as a whole, and in forming our opinion

thereon, and we do not provide a separate opinion

on these matters.

We have no key audit matters to report.

Other Information

The directors are responsible for the other

information. The other information comprises

the Annual Report, but does not include the

consolidated financial statements and our auditor’s

report thereon. The Annual Report 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 will not express any form of audit opinion or

assurance conclusion thereon.

In connection with our audit of the consolidated

financial statements, our responsibility is to read the

other information identified above when it becomes

available and, in doing so, consider whether the

other information is materially inconsistent with the

consolidated financial statements or our knowledge

obtained in the audit, or otherwise appears to be

materially misstated.

When we read the Annual Report, if we conclude

that there is a material misstatement therein, we

are required to communicate the matter to the

directors.

Independent Auditor’s Report

TO THE SHAREHOLDERS OF ME TODAY LIMITED

me | today annual report
43

Directors’ Responsibilities for the

Consolidated Financial Statements

The directors are responsible on behalf of the Group

for the preparation and fair presentation of the

consolidated financial statements in accordance

with NZ IFRS, and for such internal control as the

directors determine is necessary to enable the

preparation of consolidated financial statements

that are free from material misstatement, whether

due to fraud or error.

In preparing the consolidated financial statements,

the directors are responsible on behalf of the Group

for assessing the Group’s ability to continue as a

going concern, disclosing, as applicable, matters

related to going concern and using the going

concern basis of accounting unless the directors

either intend to liquidate the Group or to cease

operations, or have no realistic alternative but to do

so.

Auditor’s Responsibilities for the

Audit of the Consolidated Financial

Statements

Our objectives are to obtain reasonable assurance

about whether the consolidated financial

statements as a whole are free from material

misstatement, whether due to fraud or error, and to

issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in

accordance with ISAs (NZ) will always detect a

material misstatement when it exists. Misstatements

can arise from fraud or error and are considered

material if, individually or in the aggregate, they

could reasonably be expected to influence the

decisions of users taken on the basis of these

consolidated financial statements.

A further description of our responsibility for the

audit of the financial statements is located on the

External Reporting Board’s website at:

https://www.xrb.govt.nz/standards-for-assurance-

practitioners/auditors-responsibilities/audit-

report-1.

This description forms part of our auditor’s report.


Who we Report to

This report is made solely to the Company’s

shareholders, as a body. Our audit work has been

undertaken so that we might state those matters

which we are required to state to them in an

auditor’s report and for no other purpose. To the

fullest extent permitted by law, we do not accept

or assume responsibility to anyone other than the

Company and the Company’s shareholders, as a

body, for our audit work, for this report or for the

opinions we have formed.

The engagement partner on the audit resulting in

this independent auditor’s report is Chris Neves.



BDO Auckland

Auckland

New Zealand

31 May 2021

Shareholder
& Statutory

Information

me | today annual report
46

Shareholder & Statutory Information

Statutory Information

FOR THE YEAR ENDED 31 MARCH 2021

Listing

The Company’s shares are listed on the NZX Main Board equity securities market operated by NZX Limited.

20 largest shareholdings as at 10 June 2021

NameNo. of shares% of shares

MTL Securities Limited222,000,000 53.85%

Hunter Holdings Limited44,000,000 10.67%

New Zealand Depository Nominee Limited23,228,4195.63%

Marvel Fantasy Limited20,000,000 4.85%

APZ Limited9,913,290 2.40%

Forsyth Barr Custodians Limited9,738,195 2.36%

Wallflower Limited8,933,400 2.17%

James Patrick Keogh7,180,609 1.74%

Custodial Services Limited6,040,000 1.47%

Rhonda Lillian Preston5,250,000 1.27%

Waitara Trustee Limited2,980,000 0.72%

Custodial Services Limited2,764,046 0.67%

Caroline Robyn Ball & Christopher John Thomson Bush2,421,275 0.59%

Laddara Pty Limited2,000,000 0.49%

Russell Graham Roberts2,000,000 0.49%

Ilakolako Investments Limited1,801,024 0.44%

Timothy James Macintosh1,786,780 0.43%

Tomlinson Group Investments Limited1,340,000 0.33%

Justin Mark Gibson1,295,306 0.31%

QSP Limited1,099,369 0.27%

Distributions of ordinary shares as at 10 June 2021

Number of Security HoldersNumber of Securities

Size of HoldingNumber%Number%

1-1,0001,365 67.61%50,904 0.02%

1,001-5,00090 4.46%308,899 0.07%

5,001-10,000107 5.30%903,330 0.22%

10,001-50,000290 14.36%6,919,707 1.68%

50,001-100,00068 3.37%5,489,154 1.33%

100,001 or more99 4.90%398,606,434 96.68%

2,019 100.00%412,278,428 100.00%

The total number of shares on issue as at 31 March 2021 was 412,278,428.

me | today annual report
47

Substantial financial product holders

Pursuant to Section 293 of the Financial Markets Conduct Act 2013, the following are details of substantial

financial product holders and their total relevant interests as at 31 March 2021.

No. of shares% of shares

MTL Securities Limited222,000,000 53.85%

Michael Sorensen and Adam Sorensen44,000,000 10.67%

Directors

The names of the directors of Me Today Limited and its subsidiaries holding office during the year are listed

below:

Me Today LimitedG Baker

H Barrett

R Gower

M Kerr

S Sinclair

A Vriens

The Good Brand Company Limited G Baker

M Kerr

S Sinclair

Me Today NZ Limited M Kerr

S Sinclair

Today Limited M Kerr

S Sinclair

Directors’ shareholding

As at 31 March 2021, G Baker, M Kerr and S Sinclair held a joint relevant interest in 222,000,000 shares in the

Company held by MTL Securities Limited. H Barrett and R Gower each held a contingent relevant interest in

110,713 shares in the Company. A Vriens held a relevant interest in 464,995 shares in the Company of which

110,713 shares were a contingent relevant interest.

Independent directors

The Board consider H Barrett, R Gower and A Vriens to be independent directors for the purposes of the NZX

Listing Rules.

Directors’ remuneration

Details of the nature and the amount of remuneration of each director for the year ended 31 March 2021 are:

NZ$000Directors’ feesSalaryConsulting feesTotal

G Baker (Chair)79 - - 79

H Barrett63 - - 63

R Gower63 - - 63

M Kerr (CEO) - 212 - 212

S Sinclair63 - 114 177

A Vriens63 - - 63

Me Today does not pay retirement payments to directors.

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48

Shareholder & Statutory Information

Directors’ interests

The directors provided the following disclosure of interests in which, due to the nature of their relationship,

may be related parties to Me Today Limited.

Particulars of interestPosition


Grant Baker

MTL Securities Limited

Baker Consultants Limited

Velocity Capital GP Limited

Hannah Barrett

BB Promotions Limited

Roger Gower

Roger Gower & Associates Limited

Michael Kerr

The Good Brand Company Limited

M & N Kerr Holdings Limited

MTL Securities Limited

Stephen Sinclair

MTL Securities Limited

Velocity Capital GP Limited

Stephen Sinclair Consulting Limited

Antony Vriens

Insight Consulting Services Limited

Director

Director / Shareholder

Director / Shareholder

Shareholder

Director / Shareholder

Employee

Director / Shareholder

Director


Director

Director / Shareholder

Director / Shareholder

Director / Shareholder

In addition, Directors disclosed the following interests during the period:

The Group has provided insurance for, and indemnity to, directors and employees of the Company and its

subsidiaries for losses from actions undertaken in the course of their duties, unless the liability related to

conduct involving lack of good faith.

Antony Vriens has disclosed the purchase of 354,282 shares, purchased as part of the Me Today retail offer for

$33,656.79.

Me Today has entered into an Ambassador Agreement with BB Promotions Limited, under which BB

Promotions Limited has agreed to provide promotional services to the company in exchange for the payment

of $50,000 per annum in cash and the issue of $100,000 shares in Me Today Limited each year for three years.

In addition, BB Promotions Limited was issued with 3,000,000 options in Me Today Limited. Hannah Barrett is

married to B Barrett who is a shareholder and director of BB Promotions Limited.

In addition to the agreement with BB Promotions Limited, Hannah Barrett has separately entered into a

marketing services agreement for the year ended 31 March 2022. The agreement is to be renewed annually.

The annual fee is $15,000 payable at the end of each quarter.

Stephen Sinclair has disclosed a verbal contract for services to the Group by Stephen Sinclair Consulting

Limited.

me | today annual report
49

Indemnification and insurance of directors and officers

As permitted by the New Zealand Companies Act 1993, the Group has provided insurance for, and indemnity

to, directors and employees of the Company and its subsidiaries for losses from actions undertaken in the

course of their duties, unless the liability related to conduct involving lack of good faith.

Remuneration of employees

One employee of the Group, who was not a director, received remuneration and benefits of between $150,001

and $160,000 during the year ending 31 March 2021.

Auditor

BDO Auckland is the auditor for the Group. Audit fees due and payable to the auditor (excluding GST) were

$57,000. BDO also provided $16,585 of tax and general accounting advisory services to the Group.

Donations

No donations were paid by the Group during the year ended 31 March 2021.

NZX Waivers

Me Today has relied upon the following waivers in the year ended 31 March 2021:

• Retail Offer shares were issued pursuant to NZX Listing Rule 4.5.1 (as modified by a class waiver granted

by NZX Regulation on 19 March 2020).

• SPP shares were issued pursuant to NZX Listing Rule 4.3.1(c) (as modified by a class waiver granted by

NZX Regulation on 19 March 2020).

Corporate
Governance

& Company

Directory

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52

Corporate Governance & Company Directory

Corporate Governance Statement

FOR THE YEAR ENDED 31 MARCH 2021

The Board is responsible for the overall corporate governance of the Company, and

it recognises the need for the highest standards of behaviour and accountability. The

Board develops strategies for the Company, reviews strategic objectives and monitors the

Company’s performance against those objectives.


The overall goals of the corporate governance process are to:

• drive shareholder value;

• assure a prudential and ethical base to the Company’s conduct and activities; and

• ensure compliance with the Company’s legal and regulatory obligations.

The Governance Principles adopted by the Board are designed to achieve these goals.

The full content of the Company’s Governance Code and related polices and charters, can be found at the

following link (https://www.metodayinvestors.com/corporate-governance/).

This statement is a summary of the Corporate Governance arrangements approved and observed by the

Board as at 31 March 2021. The statement has been approved by the Board.

CODE OF ETHICS

The board has documented a code of ethics, which can be found at https://www.metodayinvestors.com/

corporate-governance/, detailing the ethical standards to which Me Today Limited’s directors and employees

are expected to adhere.

ROLE OF THE BOARD

The Board assumes the following primary responsibilities:

• formulation and approval of the strategic direction, objectives and goals of the Company;

• monitoring the financial performance of the Company, including approval of the Company’s financial

statements;

• ensuring that adequate internal control systems and procedures exist and that compliance with these

systems and procedures is maintained;

• review of performance and remuneration of directors and executive officers; and

• establishment and maintenance of appropriate ethical standards for the Company to operate by.

A formal Governance Code, which can be found at https://www.metodayinvestors.com/

corporategovernance/, has been adopted by the Board and outlines directors’ responsibilities. The Board

internally evaluates its performance and continues to assess the size, diversity and skills of the Board.

BOARD COMPOSITION

In accordance with the Company’s constitution the Board will comprise not less than three directors. The

Board will be comprised of a mix of persons with complementary skills appropriate to the Company’s

objectives and strategies.

The Board currently comprises six Directors, three of whom are Independent.The Board considers that,

although it does not have a majority of independent board members per the NZX Corporate Governance Code

me | today annual report
53

Recommendation, it has the right balance for the current size and structure of the Company.

Independence of directors is assessed against the factors included in the Company’s Governance Code.

Although the Chair of the board is not Independent, the board considers that for the size and structure of the

Company, an Independent Chair is not required at this time.

BOARD MEETINGS

The Board aims to meet at least 11 times each year for scheduled meetings. Additional meetings are held

where specific matters require attention between scheduled meetings. Board meetings are used to monitor,

challenge, develop and fully understand business and operational issues.

The following table shows director attendance at meetings during the year ended 31 March 2021.

BoardAudit, Finance & Risk Committee

Grant Baker12n/a

Hannah Barrett112

Roger Gower122

Michael Kerr122

Stephen Sinclair122

Antony Vriens12n/a

CRITERIA FOR BOARD MEMBERSHIP

When a vacancy arises, the Board will identify candidates with a mix of diversity, capabilities and perspectives

considered necessary for the Board to carry out its responsibilities effectively. A director appointed by the

Board must stand for election at the next Annual Meeting. No director shall hold office (without re-election)

past the third annual meeting following that directors’ appointment or three years, whichever is longer.

Retiring directors are eligible for re-election.

BOARD COMMITTEES

The Board has established an Audit, Finance and Risk Committee and a Remuneration, Nomination and Health

& Safety Committee.

The Audit, Finance and Risk Committee operates under a Charter approved by the Board and is accountable

to the Board for: the business relationship with, and the independence of, external auditors; the reliability and

appropriateness of the disclosure of the financial statements and external financial communication; and the

maintenance of an effective business risk management framework including compliance and internal controls.

The Audit, Finance and Risk Committee is chaired by Roger Gower with Stephen Sinclair and Hannah Barrett

as members. Mr Gower and Ms Barrett are Independent Directors.

The Remuneration, Nominations and Health & Safety Committee operates under a Charter approved by

the Board. The role of the Remuneration, Nominations and Health & Safety Committee is to consider the

appointment of any future directors and their suitability to hold that position, the employment of senior

executive employees of the Company, and reviewing Health & Safety policies to ensure the Company is

providing a safe working environment for all employees and contractors. The Remuneration, Nominations

and Health & Safety Committee is also responsible for considering the remuneration to be paid to executive

employees and directors.

During the period under review, given the current size of the Board and composition of the sub committees,

the Board incorporated all matters of the Remuneration, Nominations and Health & Safety Committee as a

separate part of board meetings.

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54

Corporate Governance & Company Directory


TRADING IN SHARES

The Company has a detailed Financial Markets Trading Policy applying to all directors and employees which

can be found at https://www.metodayinvestors.com/corporate-governance/. The procedures outlined in this

policy must be followed by all directors and employees to obtain consent to trade in the Group’s shares, at all

times. Under the policy, trading restrictions (blackout periods) apply:

• two weeks before 30 September until 48 hours after the half-year results are released to NZX;

• two weeks before 31 March until 48 hours after the full-year results are released to NZX; and

• 30 days prior to release of an offer document (such as a product disclosure statement or prospectus) for a

general public offer of the same class of shares.

Outside the black-out periods specified above, dealing is subject to the notification and consent requirements

outlined in the policy.

MAKE TIMELY AND BALANCED DISCLOSURE

The Company has in place procedures designed to ensure compliance with the NZX Listing Rules such that

all investors have equal and timely access to material information concerning the Company, including its

financial situation, performance, ownership and governance.

Company announcements are factual and presented in a clear and balanced way.

Significant market announcements, including the preliminary announcement of the half year and full year

results, and the financial statements for those periods, require review by the Board prior to release.

The Group’s Market Disclosure Policy to ensure it complies with its continuous disclosure obligations at all

times can be found at https://www.metodayinvestors.com/corporate-governance/.

HEALTH AND SAFETY

The Group’s Board is responsible for oversight of the Company’s health and safety risks. Creating a safe

working environment for any employees or contractors is a key focus. Me Today has a Remuneration,

Nomination and Health & Safety Committee Charter which can be found at https://www.metodayinvestors.

com/corporate-governance/. Health and safety issues are a separate agenda item on every board meeting

where the Board monitors, supports and completes its own due diligence on the health and safety practices.

During the year there were no reported incidents which resulted in injury.

DIVERSITY POLICY

The Group recognises the wide-ranging benefits that diversity brings to an organisation. The Company

endeavours to incorporate diversity to ensure a balance of skills and perspectives are available to benefit

our shareholders, which is reflected in the Company’s Diversity Policy, which can be found at https://www.

metodayinvestors.com/corporate-governance/.

As at 31 March 2021, the gender balance of the Company’s directors and officers was as follows:

20212020

FemaleMaleFemaleMale

Directors1515

Officers (excluding directors)----

Total1515

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55

CORPORATE GOVERNANCE BEST PRACTICE CODE

The Group has followed the recommendations in the NZX Corporate Governance Code in all material aspects,

with the following exceptions during the financial year ended 31 March 2021:

ReferenceRecommendation

Alternative Governance Practice and Reason for the

Practice

Recommendation 2.8A majority of the board

should be independent

directors.

The Board considers that, although it does not have a majority of

independent board members per the NZX Corporate Governance

Code Recommendation, it has the right balance for the current size

and structure of the Company.

Recommendation 2.9An issuer should have an

independent chair of the

board. If the chair is not

independent, the chair and

the CEO should be different

people.

Grant Baker, the current chair is not considered an independent

director as MTL Securities Limited, a company in which he is a

director, is a substantial product holder of Me Today. Mr Baker has

been appointed as Chair at this time due to the level of expertise

that he brings in relation to the matters that are the Company’s

current focus. The Board will assess the role of Chair as required.

The Chair and CEO are different people.

Recommendation 4.3Financial reporting should

be balanced, clear and

objective. An issuer

should provide non-

financial disclosure at

least annually, including

considering environmental,

economic and social

sustainability factors

and practices. It should

explain how operational

or non-financial targets

are measured. Non-

financial reporting

should be informative,

include forward looking

assessments, and align with

key strategies and metrics

monitored by the board.

Me Today has not provided detailed reporting on environmental,

economic and social sustainability factors. The Company is

currently in the early stages of business development and is yet to

establish comprehensive non-financial reporting measurements

and targets. The wellbeing of its customers, employees and other

stakeholders is important to Me Today, as is its social responsibility

and environmental impact. As the Company grows it will implement

and report on appropriate non-financial measures.

Recommendation 8.4If seeking additional

equity capital, issuers of

quoted equity securities

should offer further equity

securities to existing equity

security holders of the same

class on a pro rata basis,

and on no less favourable

terms, before further equity

securities are offered to

other investors.

On 8 July 2021, Me Today announced a $4.5 million capital raise,

comprising a $3 million retail offer placement (‘Placement’),

with provision for up to $1 million of oversubscriptions, and a

$250,000 share purchase plan, with provision for up to $250,000

of oversubscriptions (‘the SPP’). The SPP was available to eligible

existing shareholders with a registered address in New Zealand

and these shareholders could apply for up to NZ$50,000 of new

Me Today shares. The Board considered the interests of existing

shareholders in agreeing the size and structure of the capital raise

and determined that a $500,000 in total SPP, and $50,000 offer

per shareholder, would allow many shareholders to participate in

the offer on a pro rata basis. Me Today scaled the excess demand

for the SPP having regard to shareholdings at the record date for

the SPP. The $15.75 million capital raise to fund the King Honey

acquisition completed on 29 June 2021 adopted a similar offer

structure, with a $10 million wholesale placement and a $5.75

million retail offer comprising a $2 million firm allocation and $3.75

million in total SPP and general offer. No scaling was required,

and shareholders approved the offers at a meeting held on 25 June

2021.

Recommendation 8.5The board should ensure

that the notices of annual or

special meetings of quoted

equity security holders

is posted on the issuer’s

website as soon as possible

and at least 20 working

days prior to the meeting.

The notice of the Annual Meeting was released on 4 September

2020, being 16 working days prior to the meeting held on 25

September 2020. Scheduling and planning for the meeting

occurred during the Auckland Covid lock-down period, which

added uncertainty and complexity as to when, where and how the

meeting could be held, reducing the time available for the notice of

meeting.

me | today annual report
56

Corporate Governance & Company Directory

Lawyers

Chapman Tripp

Level 34, PWC Tower

15 Custom Street West

Auckland 1010

New Zealand

Bankers

BNZ

Deloitte Building

80 Queens Street

Auckland 1010

New Zealand

Company directory

Postal Address

Po Box 24421

Royal Oak

Auckland 1345

Auditor

BDO Auckland

4 Graham Street

Auckland

New Zealand

Share Registry

Computershare Investor Services Limited

159 Hurstmere Road

Takapuna

Auckland

Private Bag 92119

Auckland 1142

New Zealand

Registered Office

Level 1, 25 Broadway

Newmarket

Auckland 1141

New Zealand

me | today annual report
57

METODAY.COM

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