Me Today Limited Annual Report
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
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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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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
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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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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$000
Imputation credits available for use in subsequent periods - -
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10. EARNINGS PER SHARE
2021 2020
Basic earnings/(loss) per share (NZ$)(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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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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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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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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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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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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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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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 - - -
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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.
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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
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39
Independent
Auditor’s Report
TO THE SHAREHOLDERS OF ME TODAY LIMITED
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42
Independent Auditors 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
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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
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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.
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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.
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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
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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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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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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.
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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
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