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MFB resumes paying dividends; H2 earnings up year on year

Full Year Results22 May 2024MFBFinancials

23 May 2024
NZX Code: MFB

My Food Bag resumes paying dividends with second half earnings up year on year

Revenue of $162.2 million, down 7.7% compared to FY23

EBITDA

1

of $16.0 million, compared to $18.2 million in FY23

NPAT of $6.0 million, compared to $7.9 million in FY23

H2 NPAT of $3.5 million, compared to $2.0 million in FY23 H2 NPAT – up 75% year on year

Bargain Box deliveries up 19.5% and an upweighted focus on each of the three core brands

Successful implementafion of pick technology, averaging 99% accuracy in H2 FY24

Net debt reduced by $3.5m to $11.8m

Fully imputed final dividend of 0.5 cent per share declared, payable on 20 June

Meal kit and food solufions business, My Food Bag Group Limited, today reported EBITDA of $16.0

million for the twelve months to 31 March 2024 (FY24).

2

While NPAT was $6.0 million in FY24, compared to $7.9 million in FY23, the business achieved a H2

NPAT of $3.5 million compared to FY23 H2 NPAT of $2.0 million – up 75% year-on-year. This

demonstrates the success of the business’ cost-out inifiafives and realignment of its strategic pillars,

as well as My Food Bag's resilience in a difficult macro-economic environment.

The average order value was $129.54 across the year, marginally down from $130.11 in FY23. This

was largely driven by an upswing in Bargain Box customers, changing the business’ brand mix.

Tony Carter, Chairman of My Food Bag, says this financial year marks a successful transifion for My

Food Bag’s business.

“The steps we took in early 2023 to realign aspects of our business to reflect trading condifions,

capitalise on market opportunifies and add value for our customers is working.

“Against the backdrop of a difficult macro-economic environment, we have transformed our

operafions, and the second half of the year has demonstrated that having stabilised and reset the

business we can confinue to grow profit,” says Carter.

Acfive customer numbers have remained relafively stable at 56,800 at the end of FY24, versus 57,500

at the end of FY23.

3

Gross margin also remained stable at 48.5% across FY24, compared to 48.4% during FY23. While

contribufion margin was down slightly at 22.6% in FY24, versus 23.5% in FY23.

1

EBITDA (earnings before interest, tax, depreciafion and amorfisafion) is a non-GAAP measure. A reconciliafion

from GAAP NPBT to non-GAAP EBITDA can be found in the FY24 Annual Report.

2

FY24 included a part 53rd week based on where My Food Bag’s weekly delivery cycle fell in the financial year.

This last delivery weekend coincided with Easter, which (as expected) had fewer deliveries and relafively higher

labour costs. The earnings associated with this part 53rd week were materially lower than usual as a result. All

reported numbers are inclusive of this part 53rd week.

3

Acfive customers are customers that have taken at least one delivery in the 13 weeks prior.

“We remain a profitable business with a strong brand and customer offer, and the ability to take a
greater share of New Zealand’s online food market,” says Carter.

Based on FY24 performance and performance during the start of FY25, the Board is pleased to

resume paying dividends and confirms a fully imputed dividend of 0.5 cent per share for FY24.

Business highlights

Mark Winter, CEO of My Food Bag, says: “Throughout FY24, we transformed our operafions,

upweighfing our focus on each of the three core brands to highlight the unique value proposifions of

the My Food Bag porffolio to current and future customers.

“We have a broad range of meal kit and food solufions that sets us apart from our compefitors, and

building on the unique properfies and proposifion of each brand means we’re able to meet more

specific customer needs and appeal to a wider audience.

“One of our standout achievements was the successful implementafion of pick technology at our

distribufion centres.

“Not only did this enable us to consolidate our two previous Auckland operafions into a single site,

but we have seen confinued improvement in the operafing performance, increasing throughput rates

and further reducing quality issues for our customers.

“We averaged 99% accuracy across all types of customer quality issues, which translates into reduced

customer credits as well as increased customer safisfacfion scores,” says Winter.

Outlook

Convenience, health and wellness, and e-commerce are sustaining trends in the retail food sector,

and on all of these fronts My Food Bag is well-posifioned to confinue delivering for its customers.

Winter says: “My Food Bag recognises that market condifions will remain challenging in the year

ahead.

“To counter this, we will invest further for the health and growth of our business, via four key priority

areas: further strengthening our brand, confinuing to improve convenience, building a seamless

customer experience, and fuelling our offer with unique ready-made solufions.

“All this ladders up to driving acfive customer numbers by befter delivering to customer lifestyles

now and in the future,” says Winter.

We are encouraged by the start to FY25, with the first 8 weeks of trading showing overall net sales

and acfive customers (59,009) broadly in line with the prior year and our partnership with the New

Zealand Olympic Team having been successfully launched.

The Board expects to confinue to pay dividends in FY25.

End

For investor relafions queries:
Louise Newsome

ir@myfoodbag.co.nz

For media queries:

Louisa Kraitzick

+64 21 299 2628

louisa.kraitzick@pead.co.nz

---

Results Announcement
Results for announcement to the market

Name of issuer My Food Bag Group Limited (MFB)

Reporting Period 12 months to 31 March 2024

Previous Reporting Period 12 months to 31 March 2023

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$162,235-7.7%

Total Revenue

$162,235-7.7%

Net profit/(loss) from

continuing operations

$6,044-23.0%

Total net profit/(loss)

$6,044-23.0%

Interim/Final Dividend

Amount per Quoted Equity

Security

$0.0050000

Imputed amount per Quoted

Equity Security

$0.0014000

Record Date

5-Jun-24

Dividend Payment Date

20-Jun-24

Current period Prior comparable period

Net tangible assets per Quoted

Equity Security

-0.0879-0.1125

A brief explanation of any of

the figures above necessary to

enable the figures to be

understood

Please see attached result announcement for commentary on the

result.

Authority for this announcement

Name of personauthorised to

make this announcement

Louise Newsome, Chief Financial Officer

Contact person for this

announcement

Louise Newsome, Chief Financial Officer

Contact phone number +64 9 886 9840

Contact email address ir@myfoodbag.co.nz

Date of release through MAP23 May 2024

Audited financial statements accompany this announcement.

---

Distribution Notice
Section 1: Issuer information

Name of issuer My Food Bag Group Limited

Financial product name/description Ordinary shares

NZX ticker code MFB

ISIN (If unknown, check on NZX website) NZMFBE0004S1

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year X Quarterly

Half Year Special

DRP applies No

Record date 5 June 2024

Ex-Date (one business day before the Record Date) 4 June 2024

Payment date 20 June 2024

Total monies associated with the distribution $1,212,187.62

(242,437,524 shares at $0.005 per share)

Source of distribution (for example, retained

earnings)

Retained earnings

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution

1

$0.00694444

Gross taxable amount

2

$0.00694444

Total cash distribution

3

$0.00500000

Excluded amount (applicable to listed PIEs) N/A (not a listed PIE)

Supplementary distribution amount $0.00088235

Section 3: Imputation credits and Resident Withholding Tax

4

Is the distribution imputed Fully imputed

If fully or partially imputed, please state imputation

rate as % applied

5

28%

Imputation tax credits per financial product $0.00194444

Resident Withholding Tax per financial product $0.00034722

1

“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of Resident

Withholding Tax (RWT).

2

“Gross taxable amount” is the gross distribution minus any excluded income.

3

“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT. This should

include any excluded amounts, where applicable to listed PIEs.

4

The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is fully imputed

the imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute advice as to whether

or not RWT needs to be withheld.

5

Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.

Section 5: Authority for this announcement
Name of personauthorised to make this

announcement

Louise Newsome, Chief Financial Officer

Contact person for this announcement Louise Newsome, Chief Financial Officer

Contact phone number +64 9 886 9840

Contact email address ir@myfoodbag.co.nz

Date of release through MAP23 May 2024

---

MY FOOD BAG
Annual Report

2024

Letter from the Chair and CEO 2
Results at a Glance 6

Business Update 8

Environmental, Social and Governance 14

Culture and Capability 22

Board of Directors 24

Management Team 26

Financial Statements 29

Independent Auditor’s Report 52

Non-GAAP Financial Information 56

Corporate Governance Statement 57

Other Disclosures 69

Directory 77

Key Dates 77

This Annual Report is dated 22 May 2024

and is signed on behalf of the Board by:

Tony Carter

Chair

Jen Bunbury

Director and Chair of the

Audit and Risk Committee

CONTENTS

In this annual report references to the ‘Company’

are references to My Food Bag Group Limited.

References to ‘My Food Bag’ or the ‘Group’ are

to My Food Bag Group Limited together with its

subsidiary My Food Bag Limited. All references

to financial years (e.g. ‘FY23’ and ‘FY24’) are to

the financial year ended 31 March. References to

$ and NZ$ are to New Zealand dollars.

The annual report includes certain non-GAAP

financial information, including EBITDA, Ingredients

margin and Contribution margin. These measures

are used extensively by the Board and management

as indicators of underlying profitability. Non-GAAP

measures are not defined in NZ IFRS and are not

subject to audit. Non-GAAP performance measures

are not defined consistently by all companies.

Accordingly, these performance measures may

not be comparable with similarly titled measures

used by other companies. Reconciliations of

Non-GAAP financial information to a comparable

GAAP measure are shown on page 56.

FY24 included a part 53rd week based on

where My Food Bag’s weekly delivery cycle fell

in the financial year. This last delivery weekend

coincided with Easter, which (as expected) had

fewer deliveries and relatively higher labour

costs. The earnings associated with this part 53rd

week were materially lower than usual as a result.

All reported numbers are inclusive of this part

53rd week.

1

MY FOOD BAG GROUP LIMITED

ANNUAL REPORT 2024MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024

Letter from the
Chair and CEO

Across the year we focused on paying down debt and by the

end of FY24, we reduced net debt from $15.3m at the end

of March 2023 to $11.8m. Capital expenditure costs are

expected to further reduce in the year ahead.

Based on FY24 performance and performance during the

start of FY25, the Board is pleased to resume paying dividends

and confirms a fully imputed dividend of 0.5 cent per share

for FY24.

Business update

OUR WINNING BRAND PORTFOLIO

With FY24 continuing to present challenging economic

conditions, we upweighted our focus on each of the three

core brands to highlight the unique value propositions

relevant to current and future customers.

From Bargain Box, New Zealand’s most affordable meal kit,

through to Fresh Start for weight loss goals and My Food Bag

which helps Kiwis do dinner better, our broad range of meal

kit and food solutions that sets us apart from our competitors.

By realigning the brand architecture of our three core brands

– My Food Bag, Fresh Start and Bargain Box – we’re able to

build on the unique properties and proposition of each brand,

giving us appeal to a wider audience to meet more specific

customer needs.

As a result, we’ve seen delivery numbers increase year on year

for Bargain Box, by 19.5%.

Our portfolio of brands remains a key tool for us in

navigating current economic conditions and also provides the

foundation for further innovation to advance the flexibility and

convenience of our offering.

Building on our experience of one-off occasion bags at

Christmas, last year we launched seasonal products to reach

new occasions and audiences. This included Amber’s Long

Lunch, a three-course meal sold as a one off over the summer

(available for subscribers and non-subscribers), and our

Gourmet Edit featuring meals from top local restaurants.

We also launched The Butcher, which gives people the ability

to pick locally sourced proteins delivered fresh to their door,

and a one-off purchase functionality to drive a trial of meal kits.

During the year we also invested in our ready-made capability

and just prior to the release of this report, re-branded our

ready-made meal offering under the My Food Bag brand.

By growing our offering here, we can gain access to another

market segment, looking for an easier and more convenient

alternative to cooking a high-quality, nutritious recipe.

Financial Performance

Across FY24 revenue was $162.2 million, down 7.7%

compared to the previous year. We achieved an EBITDA

of $16 million, compared to $18.2 million in FY23.

While NPAT was $6.0 million in FY24, compared to

$7.9 million in FY23, it’s pleasing to see that FY24 H2 NPAT

was $3.5 million compared to FY23 H2 NPAT of $2.0 million

– an increase of 75% year-on-year.

This demonstrates the success of the business’ cost-out initiatives

and realignment of its strategic pillars, as well as My Food

Bag’s resilience in a difficult macro-economic environment.

Active customer numbers have remained relatively stable at

56,800 at the end of FY24, versus 57,500 at the end of FY23.

These numbers have dropped from a peak of 62,300 active

customers in late winter. But as active customer numbers are

generally seasonal, we expect to see these trends across

the year.

Gross margin also remained stable at 48.5% across FY24,

compared to 48.4% during FY23. Contribution margin was

down slightly at 22.6% in FY24, versus 23.5% in FY23.

Average order value was $129.54 across the year, down from

$130.11 in FY23. This was largely driven by an upswing in

Bargain Box customers, changing the business’ brand mix.

This financial year marks a successful

transition for My Food Bag’s business.

The steps we took in 2023 to realign aspects

of our business to reflect trading conditions,

capitalise on market opportunities and add

value for our customers is working.

Against the backdrop of a difficult macro-economic

environment, we have transformed our operations, and

the second half of the year has demonstrated that having

stabilised and reset the business we can continue to grow profit.

We are a profitable business with a strong brand and customer

offer, and the ability to take a greater share of New Zealand’s

online food market.

3

MY FOOD BAG GROUP LIMITED

ANNUAL REPORT 2024

2

LETTER FROM THE CHAIR AND CEO

In January this year, we shifted the time that customers need to
confirm their orders with us from Sunday night to Monday night.

We also introduced our first Friday delivery slot for our limited-

edition Summer BBQ Box, so customers could enjoy the meal

over the weekend. And in Easter 2024, we offered a Thursday

evening delivery slot for customers who wanted to take their

meal kit away with them.

BUILDING TEAM CULTURE & CAPABILITY

Across the year team engagement has grown, with eNPS up 11

points during the last year, and turnover has reduced by 14%.

Underpinning these achievements has been a firm focus on

championing learning and development, as well as embedding

our new values in our company activity. We have also focused

on driving diversity across the business.

During the year we expanded our internal leadership

programme Raising the Bar, which was a finalist in the 2024

Human Resources New Zealand (HRNZ) awards for the

Learning and Development Category.

We also won the Consumer Support Services Award at the

CRM/CCNNZ Contact Centre Awards, demonstrating the

effectiveness of our Customer Love team.

COMMUNITY AND ENVIRONMENTAL IMPACT

Our environmental, social and governance strategy continues

to be a core part of how My Food Bag operates and ensures

our success now and into the future.

In 2023 we commissioned external consultants to define

and measure our Scope 1, 2 and 3 greenhouse gas (GHG)

emissions. Using FY22 as a base year, we’re pleased to see

we reduced the total carbon footprint and carbon intensity

of our business in FY23.

As we complete our FY24 carbon measurement we are

putting together our carbon management plan, focussed

on improving our measurements and developing a carbon

reduction strategy.

Alongside this, we continue to innovate how our business

operates to lessen our impact on the environment and

we’re pleased that our Coola Box (made of 70% recycled

cardboard and FSC pulp) was recognised at the NZ Packing

Innovation & Design Awards 2023.

As part of our responsibility to the health and wellbeing

of Kiwi consumers, we strongly believe cooking and eating

together can help build stronger, healthier families and

communities in Aotearoa New Zealand.

This is why we support Garden to Table, the City Mission and

partner with the Heart Foundation, as well as supporting two

dietary intervention studies.

Outlook

Convenience, health and

wellness, and ecommerce are

sustaining trends in the retail food

sector, and on all of these fronts

we’re well-positioned to continue

delivering for our customers.

TRANSFORMING BUSINESS OPERATIONS

Across the year we have transformed business functions to

unlock customer value, while achieving cost reductions for

the business.

One of the standout achievements of FY24 was the successful

implementation of Pick to Light technology at our Christchurch

and Auckland distribution centres, which enabled us to

consolidate our two previous Auckland operations into

a single site.

In the second half of FY24, we saw continued improvement

in the operating performance of Pick to Light by increasing

throughput rates and further reducing quality issues with

our customers.

We averaged 99% accuracy across all types of customer

quality issues, which translates into reduced customer credits

as well as increased customer satisfaction scores.

Our Net Promoter Score is up 4 points to 30% in FY24.

Alongside quality issue reductions, this growth was supported

by a wider range of recipes and customer flexibility.

Since March 2023, we have added 16 additional recipe

options across all brands each week, with a total of 96 meals

now on the weekly menu across our three core brands.

To deliver on increased recipe choice and other business

transformation projects, we have invested in many digital

requirements across the business, including new forecasting

tools to help with supplier ordering and restructuring recipe

data to enable future systemised menu planning with our

recipe data project.

Beyond offering more recipe choice, we have also focused

on how we can offer more flexibility in order lead times and

delivery slots. A key enabler to achieving this was our supplier

forecasting capabilities.

Looking towards FY25, we recognise market

conditions will remain challenging in the year ahead.

To counter this we will invest further in our brands for the health

and growth of our business, via four key priority areas: further

strengthening our brands, continuing to improve convenience,

building a seamless customer experience, and fuelling our offer

with unique ready-made solutions.

All this ladders up to driving active customer numbers by

better delivering to customers lifestyles now and in the future.

We are encouraged by the start to FY25, with the first

8 weeks of trading showing overall net sales and active

customers (59,009) broadly in line with the prior year and our

partnership with the New Zealand Olympic Team having been

successfully launched.

The Board expects to continue to pay dividends in FY25.

We look forward to continuing advancing our offering and

would like to thank our shareholders, team and business

partners for their commitment to the business during this time.

Tony Carter Mark Winter

Chair CEO

5

MY FOOD BAG GROUP LIMITED

ANNUAL REPORT 2024

4

LETTER FROM THE CHAIR AND CEO

REVENUE
NPATMEALS DELIVERED SINCE LAUNCH

fresh protein & produce

sourced locally

98%

Results

at a glance

AVE R AGE ORDE R VALUE

EBITDA

$

6.0m

Almost

$50k raised

for Garden

To Table

20242023202220212020201920182017201620152014

2023202220212020201920182017201620152014

1m

4m

10m

22m

34m

54m

69m

90m

106m

122m

137m

13 7m

$

162 . 2 m

YOY

$

129. 5

0.4% YOY

FY23 57.5k

$

16 . 0 m

Recipe choice expanded

to 96 options per week

TRIFR*

1. 6

GROSS MARGIN %

48.5%

NPS

30%

* Total Recordable Injury

Frequency Rate

FY23 26%

7. 7 %

30%

IMPROVEMENT

YOY

FY24 included a part 53rd week based on where My Food

Bag’s weekly delivery cycle fell in the financial year. This last

delivery weekend coincided with Easter, which (as expected)

had fewer deliveries and relatively higher labour costs. The

earnings associated with this part 53rd week were materially

lower than usual as a result. All reported numbers are inclusive

of this part 53rd week.

GENDER PAY GAPQUALITY PERFORMANCE

1. 4%99%

FY23 13%H2 FY24

INCREASE IN BARGAIN

BOX DELIVERIES

FY23 48.4%

ACTIVE CUSTOMERS

56.8k

19. 5%

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024RESULTS AT A GLANCE

Business
Update

We have a clear purpose to help

Aotearoa New Zealand eat and live well.

Our portfolio of brands puts us in a good

position to achieve this, while continuously

evolving our offering to meet the needs of

New Zealand consumers.

During FY24 we focused on operational transformation,

implementing initiatives to advance the flexibility and

convenience of our offering.

This included completing the roll out of Pick to Light technology,

improving our digital platforms to strengthen our e-commerce

offering and further unlock flexibility, restructuring our

non-operational team and further reducing overheads by

consolidating our Auckland distribution centres to one site,

and effectively managing input costs.

While economic conditions have been challenging and our

revenue is down year on year, our portfolio of brands remains

a key tool for us in navigating this.

We realigned our brand architecture, bringing all three core

brands under the My Food Bag masterbrand to shine a light

on the unique value propositions for each, reinforcing there’s

something for everyone while leveraging the strength and

credibility of the My Food Bag brand.

Operational transformation

In FY24 we completed the roll out of

new pick technology (Pick to Light) at our

Christchurch and Auckland distribution

centres, as well as consolidated our two

previous Auckland operations (Māngere and

Highbrook) into one single site (Māngere).

Pick to Light technology enables us to pack orders at an

ingredient level, rather than recipe level, improving productivity

and picking accuracy in our distribution centres. This enables us

to offer our customers more choice and variety within the same

operational footprint, using less labour overall.

By consolidating the assembly of boxes for all brands

onto one site for the North Island, we were able to close our

Highbrook distribution centre at the end of September 2023.

This has enabled more recipe choice for our Bargain Box

customers and reduced further overheads, all while continuing

to deliver value for our customers.

Since March 2023, we have added 16 additional recipe

options across all brands each week, with a total of 96 meals

now on the weekly menu across our three core brands –

My Food Bag, Bargain Box and Fresh Start.

The feedback from customers on the increased recipe

choice has been extremely positive. Within two months of

implementing Pick to Light in Auckland, we saw an increase

in the accuracy of picking ingredients, and our Net Promoter

Score improved 4 points to 30% in FY24 – supported by a

wider range of recipes and customer flexibility.

13

%

FRESH START

38

%

BARGAIN BOX

2

%

MADE

47

%

MY FOOD BAG

TOTAL

DELIVERIES

FY24

DIGITAL PLATFORM IMPROVEMENTS

Throughout FY23, our in-house digital team focussed on

a wide range of projects, including a number of internal

systems projects that ensure we are building robust

management systems.

These projects included building the digital requirements for

the implementation and ongoing management of Pick to Light,

the development of new forecasting tools to help with supplier

ordering and the restructuring of our recipe data to enable

future systemised menu planning with our recipe data project.

In FY24 we launched a number of other customer-facing

features to improve customer experience, flexibility and

personalisation. This included enhancing our ‘Customer

Messaging Platform’ to better communicate our offers to

customers on our website through the development of pop

ups and banners that let customers know about new features,

loyalty promotions and campaigns.

We also continued to increase the number of premium

meals we offer each week at a range of surcharge prices.

On average, we’re achieving around 5% attachment each

week for surcharge and gourmet upsell meals.

EFFECTIVE COST MANAGEMENT

We reviewed and adjusted cost across the business at the

end of FY23 to match current levels of demand and to set

us up for FY24.

In March 2023 we restructured our non-operational teams to

ensure we had the right team mix for FY24, while also removing

some overhead costs. As a result, we reduced the number of

people across the non-operational team by over 10% and

made the decision to not make a grant of the Employee Share

Ownership Scheme (ESOS) available to eligible staff in FY24.

Our investment in pick technology has allowed us to increase

efficiency at our assembly centres. We now pick more

efficiently and have seen an overall improvement in product

picking accuracy, quality and delivery performance and

a corresponding reduction in the value of customer credits

through the application of the technology.

We continue to drive efficiency and productivity improvements

via our well-established Project Management Office, where all

operational cost saving initiatives are captured and managed.

Our Procurement team, in conjunction with our Development

Kitchen chefs, have worked effectively this year to manage our

costs in the current inflationary environment. Through strategic

price increases, working closely with our supplier networks

and developing well designed, seasonal menus, we have

maintained ingredient margins throughout FY24.

In FY25 we plan to introduce supplier awards to recognise and

acknowledge supplier performance across quality, delivery

and service. We will also develop a national maintenance

strategy to increase effectiveness of maintenance learnings,

spend and plant reliability.

98

MY FOOD BAG GROUP LIMITED

ANNUAL REPORT 2024BUSINESS UPDATE

In FY25 we will increase our emphasis on ready-made meals,
starting with re-branding MADE under My Food Bag to

reinforce the quality, health and taste credentials to the range.

Throughout the year, we also continued to build the extras

and add ons that are available in the Kitchen building our

attachment to 17% in FY24. Seasonal and promotional

products played a role in maintaining brand relevance

and allowing us to reach new occasions and audiences,

including Amber’s Long Lunch – a three course meal sold

as a one off over the summer (available for subscribers and

non-subscribers), and our Gourmet Edit featuring meals from

top local restaurants.

Ongoing, Christmas remains an important tool for us to drive

brand awareness and deliver a delightful brand experience,

with customers rating their experience an average of 4.4/5

in FY24 (up from 4.3 in FY23).

We have also trialled a number of additional one-off products

and seasonal subscriptions this year.

We launched a trial product called The Butcher, which gave

people the ability to pick locally sourced proteins delivered

fresh to their door, and a one-off purchase functionality to

drive a trial of meal kits. With this functionality, we trialled one

off bags, gourmet single meal offers and ready-made meals –

all available as a one off purchase.

In FY25 we’ll build on the learnings we have post-trial, through

other targeted offers that reinforce the relevance of each of our

brands and add convenience for consumers via shorter lead

time products delivered when they want them.

Our winning brand portfolio

In FY24 we realigned the brand architecture

of our three core brands My Food Bag,

Bargain Box and Fresh Start under the

My Food Bag Masterbrand, recognising

the strong trust and credibility the My Food

Bag brand brings to our full range.

We remain committed to building the unique value proposition

for each of the brands, allowing us to highlight what makes

them unique and how they can meet more specific customer

needs, while ensuring the different price points appeal to a

wider audience overall.

In FY25, MADE will be re-branded under My Food Bag to

upweight the convenience of My Food Bag and strengthen

our position in ready-made meals.

This strategy, along with the work we’re doing to grow our

one-off meal solution offering, ensures we remain connected

to households. As our customers’ wants and needs continue

to evolve, we can trade them up through our My Food

Bag portfolio.

UNLOCKING FLEXIBILITY

Beyond offering flexibility in recipe choice, there has been a

significant focus on how we can offer more flexibility in order

lead times and delivery slots. A key enabler to achieving this

was the improvement to our supplier forecasting capabilities.

The enhancements our digital team developed in this space,

as well as working with suppliers, has enabled us to offer

customers tighter delivery turnaround times. This resulted in

us shifting our order ‘lock’ from Sunday night to Monday

in January 2024 which has been positively received

by customers.

Additionally, our increased supplier forecasting capabilities

enable us to better anticipate customer demand, while still

giving our suppliers the certainty they need.

We also introduced our first Friday delivery slot for our limited-

edition My Food Bag Summer BBQ Box, so customers could

enjoy the meal over the weekend. And in Easter 2024, we

offered a Thursday evening delivery slot for all Auckland and

Christchurch customers who wanted to take their Food Bag

away with them.

PRODUCT INNOVATION

We continue to build our range beyond meal kits to access

new occasions and customer segments, and reinforce our

convenience offering.

Our ready-made meal brand, MADE, can be purchased

as a weekly or fortnightly subscription, or included as meals

within our recipe ranges. This gives us access to another market

segment, looking for an easier and more convenient alternative

to cooking a recipe.

In FY24, we focused on building our product quality and

offering more ways for customers to access our range of ready-

made meals. We expanded the number of ready-made meals

on our meal kit menus from 3 to 9, and made them available

as extras to sell in the Kitchen.

BARGAIN BOX BRINGING NEW CUSTOMERS TO MEAL KITS

Bargain Box is our most accessible meal kit and is

New Zealand’s most affordable, making it well placed to

capitalise on the current economic environment. During FY24,

we have seen strong active customer growth increasing

year-on-year, and deliveries across this brand were also up

19.5% in FY24. In April 2023, we went head-to-head with the

supermarket category and showed people they can get like-

for-like quality at a cheaper price with Bargain Box. To bring

this to life, we conducted an independent price comparison

with the New Zealand Institute of Economic Research (NZIER)

that revealed five Bargain Box meals for a household of

four was 4.4% cheaper on average than Countdown and

New World, making it a very compelling offer for Kiwis and

helping to dispel the myth that meal kits are expensive.

We also implemented a price freeze for Bargain Box, helping

give Kiwis financial stability and certainty at a time when

food costs were continuing to rise. In FY24, we continued to

upweight our investment in the Bargain Box brand, and we

promoted these pricing initiatives and strong messaging with

high impact PR and ongoing TV and digital media support.

In late September, Nadia Lim, in conjunction with our Bargain

Box chefs and TikTok star ‘The Contraversial Kiwi’ (John Fox),

created a free online cookbook (Saver Flavour) featuring more

than 45 recipes to help Kiwi households navigate increasing

food prices. Each recipe costs no more than $20 for 4 serves,

has been carefully crafted using a number of pantry staples

that most Kiwis have on hand, and contains at least one to

three servings of vegetables.

Saver Flavour was launched via a broadcast exclusive earned

PR story on the AM show featuring Nadia Lim, and has been

downloaded more than 38,000 times.

For the third year in a row, Bargain Box won the Canstar Blue

award for ‘Best-Rated Meal Kits – Most Satisfied Customers’,

and was rated number one by Kiwi home cooks. This message

was picked up in the media giving Bargain Box another

burst of PR.

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MY FOOD BAG GROUP LIMITED

ANNUAL REPORT 2024

10

BUSINESS UPDATE

MY FOOD BAG DOES DINNER BETTER
The My Food Bag brand offers greater choice and inspiration

for all Kiwi households, with our largest range of recipes (32+).

During the first half of FY24, we invested in a large-scale brand

reset of the My Food Bag brand, including rolling out a new

marketing campaign – Dinner, Done Better. – to highlight the

gap My Food Bag meal kits fill for busy Kiwi consumers.

We were delighted to have Nadia Lim leading this campaign

for My Food Bag, including fronting both PR and media

opportunities. In addition to featuring on a TV commercial,

Nadia appeared on Seven Sharp to talk about New Zealand’s

dinner time routines.

Our range of 32 recipes meets a broad range of consumers

needs and many customers enjoy choosing their recipes

each week. We are now evolving this range to offer curated

menus from within this choice range and have launched

specific menus targeted at dietary preferences. In March we

re-launched our Plant Power offering and our Gourmet Bag,

and have used a range of strategies to promote these menus

and re-engage with lapsed customers, including outbound

calling by our Auckland-based Customer Love team.

In FY25 we plan to launch additional dietary preferences

to clearly demonstrate and reinforce how My Food Bag has

the perfect menu that suits everyone. My Food Bag is also

the key sponsor of the second season of Nadia’s Farm,

which launched on TV in April 2024.

DRIVING FRESH START’S WEIGHT LOSS PROPOSITION

Fresh Start targets weight loss and wellness with calorie-

controlled meals.

In FY24 we launched an ‘always-on’ 8 week weight loss

programme – the 8 week Reset. This programme was designed

by our in-house nutritionist to support Fresh Start customers to

achieve their goals and has been successful in driving purchase

frequency of the brand.

Our large campaign of the year was a summer campaign.

We launched a new Mediterranean menu based on the proven

health benefits of this diet, as well as launching Breakfast, Lunch

and Snack options on the Fresh Start menu, taking the total

recipe range from 15 up to 20 options per week.

Overall, this campaign drove delivery growth for Fresh Start,

a high margin product for the business.

FY25 FOCUS

Our FY25 strategy is focused on

driving active customer growth by

better suiting customers lifestyles

now and in the future – of which

convenience is a significant priority.

Health and wellness, provenance and ecommerce are

sustaining trends for customers, and we are well positioned

across our portfolio of brands to capitalise on this.

We recognise market conditions are challenging and this

has intensified our focus on product innovation, particularly

for our premium brands. We strongly believe there continues

to be opportunity for further growth in Bargain Box, gaining

a bigger share of our competitors’ customer-base – meal

kits and supermarkets – by reinforcing Bargain Box as

New Zealand’s most affordable meal kit.

Another focus over the coming year is the delivery of our

customer transformation, providing a strong foundation to

sustainably grow from.

Our philosophy is to invest in our brands for the health and

growth of our business. We will do this through four key

priority areas; further strengthening our brands, step changing

convenience, building a seamless customer experience and

fuelling our offer with unique ready-made solutions.

These priority areas will be supported by reinforcing and

building on our company culture, our community of Kiwi

customers and our technology and data expertise.

TUESDAY

• The billing run is made and

customer money received

• My Food Bag’s procurement

team reviews and places

orders with suppliers

• Customers have until

Tuesday 7.00pm to make

address updates

TUESDAY & WEDNESDAY

• Ingredients begin to arrive at our assembly

centres in Auckland and Christchurch, with

the majority arriving on site on Wednesday

and Thursday. Other ingredients are

delivered as late as Friday to ensure freshness

• Ingredients are sourced from more than

150 suppliers

THURSDAY & FRIDAY

• Picking, packing and

staging commences

midday

• Boxes begin to

be transported to

distribution depots

around the country

SATURDAY

• Picking and

packing concludes

• Delivery is made to

customers electing

Saturday delivery

SUNDAY

• Boxes are delivered

to customers via

NZ Post’s exclusive

Sunday network

(with some deliveries

on Monday via

NZ Post’s overnight

network)

• Customers are sent

texts to inform them

of delivery details

13

75

2

MONDAY EVENING

• Subscribers have until

11:59pm to adjust their

orders for the following

week’s delivery

• Orders can be

changed through

both the website and

mobile app

BUSINESS UPDATE

Evolving our business model

for greater customer flexibility

54

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MY FOOD BAG GROUP LIMITED

ANNUAL REPORT 2024

12

BUSINESS UPDATE

Environmental,
Social &

Governance

BETTER PACKAGING

Improve the sustainability of our

packaging with a focus on reduction,

recyclable or compostable material

and supporting our customers

to thoughtfully dispose of their

packaging waste.

Key focus areas

• Internal packaging

(boxes, insulation, ice)

• On-site waste

BETTER FOR THE ENVIRONMENT

Continue to develop greener practices

through monitoring and ongoing

initiatives to understand, minimise and

mitigate our impact on the environment

to ensure our meal kits are the most

climate-friendly way to shop and eat.

Key focus areas

• Food miles

• Freight

• Energy usage

• Water usage

• Food waste

• Climate-friendly

cooking

BETTER FOR OUR

PEOPLE & COMMUNITY

To support our people and

the wider community to eat

better and live better. 

Key focus areas

• Charitable partnerships

• Staff benefits and initiatives

• Health & safety

BETTER, SAFER FOOD

To ensure we maintain uncompromisingly

high health and safety standards for our

people and product and a transparent

supply chain.

Key focus areas

• Local sourcing

• Approved supplier programme

• Food safety

• Allergens & labelling

Icons indicate which of the United Nations Sustainable Development Goals (UNSDGs) our ESG Pillars are aligned with.

Creating a better way to shop

and eat

Our Environmental, Social and Governance

Strategy embodies our commitment to

creating a better way for New Zealanders

to shop and eat.

By extending our focus beyond exceptional

customer service and products to how we

serve the environment, our people and the

communities we can impact, we’re ensuring

success now and into the future.

We view our responsibility through four

broad sustainability workstreams.

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MY FOOD BAG GROUP LIMITED

ANNUAL REPORT 2024

14

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

Better packaging
We remain committed to using the

minimum amount of the most sustainable

packaging we can, to keep food safe and

fresh for our customers. We’re focused on

reducing packaging where possible, and

ensuring all packaging we need to use is

easily recyclable.

This includes:

• Approximately 70% of our ingredients by value are now

delivered to our distribution centres in reusable crates.

• Our cardboard boxes are made from forest stewardship

council (FSC) certified 47% recycled cardboard and all

our paper printing comes from FSC-certified pulp.

• The trays we use for our ready-made meals contain 80%

recycled plastic.

• We use 100% water in our ice packs, instead of the gel still

found in many chiller packs, and were the first New Zealand

meal kit provider to do so.

• In FY23 we reduced the use of our plastic-lined wool

insulation system and implemented a new fully recyclable,

cardboard solution – the Coola Box. The Coola Box is

made with 70% recycled cardboard and Forest Stewardship

Council (FSC) pulp and was the winner of the ‘Outside of

the Box Design of the Year’ category at the NZ Packaging

Innovation & Design Awards in 2023.

SPOTLIGHT ON:

Evolving our insulation

In FY24 we continued to evolve the

insulation we use within our boxes,

with the goal of finding a solution to

replace the remaining plastic-lined

wool insulation.

We tested numerous solutions and

decided on ‘Woolkraft’ – wool wrapped

in eco-friendly kraft paper. This innovation

maintains our cold chain while aligning

with our commitment to reduce the amount

of soft plastic we use. The wool is both

home compostable and biodegradable

and the kraft paper lining is

easily recyclable.

* Source: Scientific Journal Resources, Conservation and Recycling (USA, 2019)

Better for the environment

We aim for our meal kits to be the

most environmentally sustainable way

to shop and eat. We pride ourselves on

the development of innovative ideas and

strong partnerships, ultimately helping

to comprehensively monitor and reduce

our greenhouse gas emissions and

operational waste.

Some examples of this:

• Research shows meal kits are as much as 33% more

greenhouse-gas efficient than supermarket-bought meals

because of reduced wastage in our supply chain*.

• 98% of our fresh meat and produce is locally sourced close

to our North Island and South Island factories, greatly

reducing transport emissions.

• Our operations have significantly reduced the food waste

which has become normalised in conventional grocery

retailing, and we are a near-zero food waste company.

• Working with NZ Post, our delivery partner, we optimise

delivery routes to minimise emissions for our depot-to

door deliveries.

• Our e-vehicle that was purchased in FY23 is now the most

used vehicle in our My Food Bag owned delivery fleet.

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MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024ENVIRONMENTAL, SOCIAL AND GOVERNANCE

SPOTLIGHT ON:
Measuring our Carbon Footprint

What we’re doing

In 2023 we commissioned external

consultants Tadpole to help define and

measure our Scope 1, 2 and 3 greenhouse

gas (GHG) emissions. We utilised FY22

as our base year and have audited the

measurement of our Carbon Footprint

for this year.

In FY22, absolute gross GHG emissions

were 3,177 tonnes CO2e. Measured to ISO

standard 14064-1 (2018), it has undergone

independent third-party verification.

Our Carbon Footprint journey to date

In FY23, Scope 1 emissions made up 1%

total emissions and consisted of fuel emissions

from our company vehicles, as well as lost

refrigerant gas from cold stores.

Our Scope 2 emissions are our purchased

electricity. These made up 9% of our total

emissions in FY23.

The remaining 90% of our emissions were

from indirect (Scope 3) sources, with the

two largest contributors being emissions

from packaging and from deliveries.

Emissions associated with making the

packaging we use have been calculated

using international database emission

factors. They do not account for supplier

specific attributes such as the actual % of

recycled content or the carbon efficiencies

or inefficiencies of supplier specific

manufacturing processes.

We are working with our packaging

suppliers to obtain data to enhance the

accuracy of our packaging measurement

which will in turn allow us to better

understand the opportunities for reducing

this large contributor to our footprint.

Delivery emissions, as measured, includes

both our long-haul freight and the customer

deliveries made by our delivery partner

NZ Post.

We have worked closely with NZ Post to

develop accurate monthly reporting that

accounts for both our dedicated Sunday

delivery network and the overnight

network we utilise for Saturday and

Monday deliveries.

Other Scope 3 emission sources in our

measurement include business travel, water

use, waste management, well to tank fuel

emissions and electricity line losses.

In FY23, absolute gross GHG emissions

were 2,658 tonnes CO2e. As well as

measure absolute emissions, we calculate

“intensity” emissions. We do this to

understand our carbon efficiency.

Intensity emissions are our GHG

emissions per dollar of revenue.

Results to date and FY24

We were pleased to see both the total

carbon footprint and the carbon intensity

of our business reduce in FY23 versus our

base year of FY22.

Eliminating refrigerant gas leaks in FY23

has contributed significantly to the overall

reduction in GHG emissions and a more

favourable emission factor for electricity

generation in FY23, due to “greening of

the grid”, has seen electricity related

emissions reduce too.

As we work through completion of our

FY24 carbon measurement we are putting

together our carbon management plan

This consists of a focus on improving our

measurements and developing a carbon

reduction strategy.

Ouward freight

Packaging

Business travel

Private car use

Landll waste

Water

Electricity

Transport fuel

Scope 3

Scope 2

Scope 1

1%

Scope 1

9%

Scope 2

90%

Scope 3

FIGURE 1: MY FOOD BAG EMISSIONS BY SCOPE FOR FY23

FIGURE 2: MY FOOD BAG EMISSIONS BY SOURCE FOR FY23

32.7% Outward freight

1.6% Transport fuel

0.13% Water

9.7% Electricity

0.13% Private car use

0.85% Business travel

3.3% Landfill waste

51. 6% Packaging

Ouward freight

Packaging

Business travel

Private car use

Landll waste

Water

Electricity

Transport fuel

Scope 3

Scope 2

Scope 1

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MY FOOD BAG GROUP LIMITED

ANNUAL REPORT 2024

18

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

SPOTLIGHT ON:
Health, Safety & Wellbeing

This year, we expanded our health

and safety focus to include a wellbeing

programme emphasising physical and

mental health. We established four

Health and Safety committees within

Operations known as “SWAGs” (Safety

Wellbeing Action Groups) to engage

employees in health, safety, and

wellbeing initiatives across our sites

and shift patterns.

To enhance risk awareness, we

implemented a Critical Risk Controls

and Behaviours programme to

empower teams to contribute to a safer

workplace. Additionally, our leadership

team conducts safety walks to engage

with staff, identify risks, and explore

opportunities for improvement in

Health & Safety.

In FY23, we launched “First Move,”

educating staff on proper lifting

techniques in our distribution centres.

This included a “Discomfort

Programme” to encourage proactive

issue reporting, resulting in a reduction

in manual handling injuries in FY24.

Over the year, our Total Recordable

Injury Frequency Rate (TRIFR)

decreased from 2.3 in FY23 to 1.6

in FY24. These initiatives demonstrate

our commitment to fostering a safer

and healthier workplace environment.

Better for our people and community

We believe that cooking and sharing meals

can strengthen families and communities

in Aotearoa.

Here’s how we contribute:

• Supporting City Mission: We donate unused food across

our My Food Bag range to the City Mission. Through

our My Christmas Gift drive with NZ Post, we collected

donations for charities nationwide. We also allowed

customers to ‘add a seat at the table’ to their Christmas

Bag orders, contributing to meals for families in need. Our

foodies donated $8,800, which My Food Bag matched

with a $10,000 donation also.

• Heart Foundation Partnership: We partner with the Heart

Foundation to promote heart-healthy eating. In FY24, we

expanded our range of ‘Heart Healthy’ meals to include

Bargain Box and Fresh Start, in addition to My Food Bag.

We supported the Heart Foundation’s 30th Birthday Lottery

with a prize of 12 weeks of My Food Bag valued at $1,895.

• Promoting Healthy Eating: We support studies

demonstrating how healthy eating can improve health

outcomes. Two dietary intervention studies using our

products will publish results in FY25. One study, ‘Healthy

Hearts’ with Otago University, delivered healthy ingredients

to participants. The other study, ‘He Rourou Whai Painga’

with High Value Nutrition, explores the effects of a whole

diet incorporating high-quality New Zealand food and

beverages on metabolic and cardiovascular health in

those at risk of cardiometabolic disease.

• Through these initiatives, we aim to show the benefits of

healthy eating and how My Food Bag contributes to the

well-being of all New Zealanders.

Better, safer food

We strive to build uncompromisingly high

food safety standards and a transparent

supply chain, through our local sourcing,

Approved Supplier Programme and our

cold chain management.

Investing in better, safer food:

• In FY24 we refreshed our Supplier Audit Programme and

brought it completely in house.

• All high risk and My Food Bag branded suppliers have been

audited during the year, with improvement plans in place

with all of them. We also worked with suppliers to get them

to meet our increased supplier standards.

• Ran a full re-evaluation of our cool-chain, which resulted in

significant improvements to our ice pack system, including

working with a new supplier.

• All of our suppliers also run extensive Food Control Plans

or National Programmes aligned to the Food Regulations

Act 2015, and we operate under a National Level 3 Food

Safety Programme, compliant with the Food Act 2014.

SPOTLIGHT ON:

Garden to Table

We are proud to have raised $150k for Garden to Table

since our partnership began in 2020 to help our tamariki get access to education

to learn to grow, prepare and share kai. Garden to Table is set up in more than

300 schools across the motu, meaning there are 32.5 thousand Kiwi kids growing,

harvesting, preparing and sharing food. The knowledge and tools given to these

students through this programme is no doubt incredibly beneficial for the next

generation. We ran a number of campaigns to raise funds for Garden to Table in

FY24, including a campaign in March where we developed a lemon cake and sold a

range of Garden to Table items to raise awareness and donations for the partnership.

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MY FOOD BAG GROUP LIMITED

ANNUAL REPORT 2024

20

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

My Food Bag continues to be an employer
of choice and have a dynamic and engaged

workforce. Our core values of Ambition,

Customer Love and Teamwork are well

embedded in our language and processes.

My Food Bag was named as an

Excellence Awardee in the New Zealand

HRD HR Awards in the >200 Employer

of Choice category.

This programme was a finalist in the

2024 Human Resources New Zealand

(HRNZ) awards for the Learning and

Development Category.

We also operate another programme for our

Auckland Operations team to help build numeracy and literacy

skills. This programme is run in partnership with Aspire2 and is

supported by government funding.

Almost half (46%) of our Auckland Operations team have

completed the course to date, with some fantastic results

including a lift in confidence and capability on site, increased

communication levels and a greater interest in personal

wellness. Overall the course has enabled our staff to be

more productive and successful, both at work and in their

broader life.

DRIVING DIVERSITY

Reducing our gender pay gap and supporting women

to succeed at My Food Bag continues to be a focus. Our

gender pay gap is built into our remuneration and recruitment

processes, and we have maintained our 40% women, 40%

men and 20% open gender balance across the Senior

Leadership Team and our Board.

Our HR team also led the launch of a My Food Bag Women’s

Leadership Network to help our wahine to grow and feel

supported. This Network has featured many inspiring

speakers such as Theresa Gattung (Founder of My Food Bag,

NZ business leader and philanthropist), Cecilia Robinson

(Founder of My Food Bag and Founder and Co-CEO of Tend),

Kristy Robertson (Director at BENE-FIT Wellness Solutions), and

Sarah Hindle (My Food Bag board member) covering topics

from leadership and entrepreneurship to lifestyle and health.

In FY24, a Diversity, Engagement & Inclusion committee was

also launched to embrace our diversity and drive equity and

belonging. A number of successful events were run by the

committee, including Māori Language Week, Lunar New

Year and Diwali events.

STRENGTHENING STAFF ENGAGEMENT

It’s been one year since we created and launched a new set of

values, embedding these into all our company activity including

our recruitment processes, development and performance

frameworks and our recognition programme. It’s been

rewarding to see the impact this has had within the business.

The strength of our talent and our staff engagement efforts

were reinforced by the fact that in FY24 close to 45% of our

vacancies were filled internally and turnover reduced by 14%.

Our eNPS (our internal measure of staff engagement) steadily

improved, with a score of +26 in the most recent survey, up

from +15 at the end of FY23.

The quality of and engagement with our staff has also been

seen across a number of other facets – this included our win

of the Consumer Support Services Award at the CRM/CCNNZ

Contact Centre Awards, demonstrating the effectiveness of our

Customer Love team.

CHAMPIONING LEARNING & DEVELOPMENT

We’re proud to announce that in FY24, almost 80% of our

staff completed learning and development programmes.

In late 2022 we launched our bespoke internal leadership

programme ‘Raising the Bar’, and in FY24 we continued to

expand this and make it available to more of our staff.

The three-day programme is evaluated throughout by

participants, and the first community of 11 staff to complete

it rated the programme 4.4 / 5. The overall average rating

remains steady at 4.5.

Culture &

Capability

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MY FOOD BAG GROUP LIMITED

ANNUAL REPORT 2024

22

CULTURE & CAPABILITY

Sarah Hindle
Independent Non-Executive Director

Sarah was appointed as a director

of My Food Bag in January 2021.

She has a broad range of experience

in management and governance across

agritech and food systems, online and

physical retail, ed-tech, banking and

litigation. Sarah leads New Zealand

Trade and Enterprise’s agritech work

programme and prior to that was the

founding general manager of Tech

Futures Lab (now AcademyEX), where

she helped grow New Zealand’s most

innovative, tech-led learning institute.

Previously, Sarah was based in the

UK where she held a number of roles

including as Global Head of Business

Delivery for Direct Wines. She began

her career as a solicitor for Minter

Ellison Rudd Watts in New Zealand.

Sarah is passionate about helping

businesses address the challenges

facing our food system and has held

governance roles as Chair of the

Executive Council of AgriTech New

Zealand and as a director and deputy

chair for NZTech. Sarah holds a

Bachelor of Arts and Bachelor of Laws

from Victoria University of Wellington,

along with an MBA from BI Norwegian

Business School of Management. She

is enrolled as a barrister and solicitor

of the High Court in New Zealand.

Tony Carter

Independent Chair

Tony joined the My Food Bag board

in January 2021 and was appointed

Chair at that time.

He has a broad range of experience

in governance across the consumer,

industrial services, infrastructure and

energy sectors. Tony moved into

governance following a successful

executive career, where he served as

Chief Executive and Managing Director

at Foodstuffs – New Zealand’s largest

retail organisation – for 10 years.

Tony is currently Chairman of Datacom,

The Skin Institute, The Interiors Group

and TR Group and sits on the respective

boards of Ravensdown and The

Warehouse Group. He was formerly

Chair of Air New Zealand for six years,

Chair of Fisher & Paykel Healthcare for

eight years and a director of Fletcher

Building, ANZ Bank New Zealand and

Vector. He was Chairman of the New

Zealand Institute when it merged with

the New Zealand Business Roundtable

to form the New Zealand Initiative in

2012, of which he served as inaugural

Co-Chairman until 2013.

Tony graduated from the University

of Canterbury with a Bachelor of

Engineering with honours, before

completing a Master’s of Philosophy at

Loughborough University of Technology

in the United Kingdom. In 2020 he was

made a Companion of the New Zealand

Order of Merit for services to

business governance.

Jennifer (Jen) Bunbury

Independent Non-Executive Director

Jen was appointed as a director of My

Food Bag in January 2021and acts as

Chair of the Audit and Risk Committee.

She has an extensive background in

financial services, including NZX listings,

acquisitions, mergers and strategic

advisory. Jen an Investment Banking

director for 9 years, following investor

relations and other investment banking

roles in NZ and Europe. She was

also previously the CFO of NZX listed

Tourism Holdings.

Jen is currently also Chief Investment

Officer to a family investment office and

a member of the NZX Regco Advisory

Panel. She is a member of the NZ

Institute of Directors and completed

a Bachelor of Commerce majoring

in finance.

BOARD OF DIRECTORS

Mark Powell

Independent Non-Executive Director

Mark joined the My Food Bag

board in November 2022 and acts

as the Chair of the Nomination and

Remuneration Committee.

Mark has extensive and diverse

experience having worked in a number

of different industries in New Zealand

and overseas as part of his executive

and governance career, including

retail, property, logistics, food services,

financial services, agriculture and

education. Mark moved into governance

following a successful executive career,

where he established and led Wal-Mart

Canada’s logistics operations, served

as the Logistics Operations Director for

Tesco Plc, and spent 13 years at the

Warehouse Group, ultimately as Group

CEO – for five years. Mark is currently

a director of STIHL Australia, ASX listed

JB Hi-Fi and Bapcor.

Mark graduated from the University of

Wales, UK with a Bachelor of Mining

Engineering with honours, before

completing a Masters in Logistics at

Cranfield and later a MBA at Cardiff

Business School, UK. He is a Chartered

Member of the New Zealand Institute

of Directors, a Graduate Member of the

Australian Institute of Company Directors

and a Fellow of the Chartered Institute of

Transport and Logistics.

Cecilia Robinson

Non-Executive Director

Cecilia was appointed as a director of

My Food Bag in August 2022 and acts

as Chair of the Marketing Committee.

Cecilia has extensive knowledge of the

business as she co-founded My Food

Bag in 2012, was co-CEO until 2018

and served as a director of the company

prior to its listing on the NZX Main

Board in 2021.

Cecilia the founder and co-CEO of

Tend Health – one of New Zealand’s

largest primary care providers, brings

an extensive background in business

management. Cecilia has been

recognised for her contributions to

business and entrepreneurship with

several awards, most recently as the

New Zealand Innovator of the Year

2024, Supreme Winner of the 2017

Women of Influence Awards, Next

Magazine Businesswoman of the year

2014 and EY Young Entrepreneur of

the Year 2013. Additionally she was

a founding trustee of the Prince’s Trust

Aotearoa New Zealand.

Cecilia is passionate about supporting

women in business and addressing the

challenges faced by working parents.

She also holds positions as a board

member of Pie Funds and is a member

of the NZ Institute of Directors.

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MY FOOD BAG GROUP LIMITED

ANNUAL REPORT 2024

24

BOARD OF DIRECTORS

MANAGEMENT TEAM
My Food Bag’s Senior Leadership Team bring a depth and

breadth of experience across multiple industries including

FMCG, services, and e-commerce.

With a balanced representation of men and women, the team

work collaboratively together to effectively lead the business

strategy and culture.

Louise Newsome

Chief Financial Officer

Louise leads the finance

function and has primary

responsibility for planning,

implementing, and controlling

all finance related activities.

She achieves this with a

collaborative team focused on

strong business partnerships.

Past experience:

• Chief Financial Officer,

Ray White Damerell

Group (2020 – 2022)

• Chief Financial Officer,

Southern Cross Travel

Insurance (2017 – 2019)

• Financial Controller,

Southern Cross Travel

Insurance (2009 – 2017)

Paul Kelly

Chief Operations Officer

Paul oversees a broad

team, and is responsible

for sourcing, operations

and logistics. This includes

the procurement of quality

ingredients, management of

our assembly operations in

both the North and South

Islands, as well last mile

logistics. Paul also leads

the compliance functions

covering both health and

safety and food safety.

Past experience:

• General Manager –

Dairy Process Excellence,

Fonterra (2021 – 2022)

• Director Technical

Excellence (Acting),

Fonterra (2019 – 2021)

• General Manager –

Value Chain Centres

of Excellence, Fonterra

(2016 – 2019)

• Director Operations,

Fonterra Brands

(2012 – 2014)

Craig Jordan

Chief Digital & Growth Officer

Craig manages all digital,

technology and data

functions, leading a capable

data-driven team responsible

for maintaining and

enhancing My Food Bag’s

proprietary e-commerce

platform, along with

providing actionable

data insights. Craig also

leads the growth marketing

team to drive customer

acquisition and retention

through digital channels.

Past experience:

• Chief Digital Officer,

The Warehouse Group

(2014 – 2017 )

• Various executive and

senior leadership roles,

Trade Me (2007 – 2014)

Cassie Ormand

Head of People & Culture

Cassie drives performance

and culture within the

business by ensuring sound

frameworks and processes

are in place to attract and

retain great people and

enable them to achieve.

She leads a team that

offers commercially focused

advice in partnership

with the business to

drive culture, capability

and communication.

Past experience:

• Head of People & Culture

Plan B (2019 – 2021)

• Senior HR Business

Partner, Goodman Fielder

(2018 – 2019)

• Head of HR AMEA,

Rexam Beverage Can

(2014 – 2017 )

Polly Brodie

Head of Development Kitchen

Polly leads a passionate

team who are responsible

for both recipe development

and food photography.

The culinary team design the

menus and recipes as well as

sourcing and developing new

ingredients. The team ensure

that not only is the product

delicious, but ingredient

margin is maintained while

upholding My Food Bag’s

high food quality and

nutrition standards.

Past experience:

• Development Kitchen

and Nutrition Manager,

My Food Bag

(2015 – 2018)

• Recipe Development

and Test Kitchen Chef,

My Food Bag

(2014 – 2015)

• Sous Chef, Motor

Yacht SIRONA III

(2012 – 2014)

Trish Whitwell

Chief Marketing Officer

Trish leads the brand

marketing team to create

and implement campaigns

that strengthen and grow

awareness of My Food Bags’

portfolio of brands. Trish

also drives business growth

through the creation of new

products and the evolution

of existing ones. She runs

a collaborative innovation

process that allows My Food

Bag to respond quickly to

market changes.

Past experience:

• Head of Marketing,

My Food Bag

(2016 – 2017 )

• Marketing Manager,

Meadow Fresh, Goodman

Fielder (2015 – 2016)

• Marketing Manager,

Digital Channels, TVNZ

(2011 – 2013)

Mark Winter

Chief Executive Officer

Mark drives the team to do

the basics brilliantly every

week while also developing

and implementing the long-

term vision and goals. He is

responsible for all day-to-day

management decisions.

Past experience:

• Chief Financial

Officer, My Food Bag

(2019 – 2022)

• Group Financial

Controller, Fonterra

Brands NZ (2016 – 2019)

• Commercial Manager

Operations & Supply

Chain, Fonterra Brands

NZ (2015 – 2016)

• GM Commercial

Operations, Fonterra

LATAM (2014 – 2015)

27

MY FOOD BAG GROUP LIMITED

ANNUAL REPORT 2024

26

MANAGEMENT TEAM

29
FINANCIAL STATEMENTS

Statement of

Financial Position

30

Statement of

Comprehensive Income

31

Statement of

Changes in Equity

32

Statement of

Cash Flows

33

Notes to the

Financial Statements

34

Independent

Auditor’s Report

52

Financial Statements

FOR THE YEAR ENDED 31 MARCH 2024

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024

28

FINANCIAL STATEMENTS

29

31
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024

3031

Statement of Financial Position

AS AT 31 MARCH 2024

NZ$000Note20242023

ASSETS

Current

Cash and cash equivalents15 015 0

Trade and other receivables

5

3 11670

Inventories

6

4492,160

Prepayments728 1, 628

Total current assets 1,638 4,608

Non-current

Property, plant and equipment

9

8,0357, 9 4 6

Intangible assets

10

8 5 , 91285,263

Right-of-use assets

11

8,41810,549

Other receivables11 618 5

Total non-current assets102,481103,943

Total assets104,119108,551

LIABILITIES

Current

Bank overdraft

13

4723,995

Trade and other payables

7

10,76712,737

Deferred revenue2573 ,19 9

Lease liabilities

11

2,3832,535

Other current liabilities

8

1, 5701, 296

Tax liability9491,400

Total current liabilities16,39825,162

Non-current

Lease liabilities

11

7,3249,344

Borrowings

13

11,44611 , 4 2 0

Deferred tax liability

15

4,0294,317

Provisions330330

Total non-current liabilities2 3 ,12 925,411

Total liabilities39,52750,573

Net assets64,5925 7, 9 7 8

EQUITY

Share capital

12

59,33659,336

Retained earnings4,420(1,624)

Share-based payment reserve836266

Total equity64,5925 7, 9 7 8

NZ$000Note20242023

Income

1

162,235175,694

Cost of sales(125,517)(134,319)

Gross profit36,71841, 375

Marketing expenses(4,514)(5,640)

Financing expenses(1,971)(1,493)

Indirect expenses(21,853)(23,329)

Other income

1

238 90

Net profit before tax

3

8,61811,003

Income tax expense

15

(2,574)(3,153)

Net profit after tax6,0447,850

Total comprehensive income6,0447,850

Earnings per share

NZ$NZ$

Basic and diluted earnings per share

4

0.020.03

Statement of Comprehensive Income

FOR THE YEAR ENDED 31 MARCH 2024

For and on behalf of the Board of Directors who authorised the issue of the financial statements on 22 May 2024.

Tony Carter

Chair

22 May 2024

Jen Bunbury

Director

22 May 2024

FINANCIAL STATEMENTS

33
MY FOOD BAG GROUP LIMITED

ANNUAL REPORT 2024FINANCIAL STATEMENTS

32

Note

Share

capital

Retained

earnings

Share-based

payment

reserve

Total

equity NZ$000

At 1 April 202359,336(1,624)26657,978

Net profit for the year-6,044-6,044

Total comprehensive income for the year-6,044-6,044

Dividend

12

----

Share-based payments--570570

At 31 March 202459,3364,42083664,592

At 1 April 202259,3367, 5 74-66,910

Net profit for the year-7,850-7,850

Total comprehensive income for the year-7,850-7,850

Dividend

12

-(17,048)-(17,048)

Share-based payments--266266

At 31 March 202359,336(1,624)2665 7, 9 7 8

Statement of Changes in Equity

FOR THE YEAR ENDED 31 MARCH 2024

Statement of Cash Flows

FOR THE YEAR ENDED 31 MARCH 2024

NZ$000Note20242023

OPERATING ACTIVITIES

Cash was provided from:

Receipts from customers159,557174,755

Tax refund-277

Proceeds from insurance15 0-

Interest received6875

Cash was applied to:

Payments to suppliers(144,717)(156,874)

Interest paid(1,944)(1,447)

Tax paid(3,315)(7,028)

Net cash flows from operating activities9,7999,758

INVESTING ACTIVITIES

Cash was provided from:

Proceeds from the sale of property, plant and equipment2311

Cash was applied to:

Purchase of property, plant and equipment(1,705)(5,178)

Payments for development of software(2,143)(2,569)

Net cash flows from investing activities(3,825)(7,736)

FINANCING ACTIVITIES

Cash was provided from:

Proceeds from borrowings

13

10,00019,250

Cash was applied to:

Principal payments on leases(2,451)(2,603)

Dividends paid-( 17,13 9 )

Repayment of borrowings

13

(10,000)(11,250)

Credit facility extension fee-(38)

Net cash flows from financing activities(2,451)(11,780)

Net (decrease) / increase in cash flows3,523(9,758)

Cash and cash equivalents at the beginning of the year(3,845)5 , 913

Net (bank overdraft) / cash and cash equivalents at the end of the year(322)(3,845)

Represented by:

Cash and cash equivalents 150 15 0

Bank overdraft(472)(3,995)

Net (bank overdraft) / cash and cash equivalents at the end of the year(322)(3,845)

35
FINANCIAL STATEMENTS

Notes to the Financial Statements

FOR THE YEAR ENDED 31 MARCH 2024

General Information

Reporting Entity

My Food Bag Group Limited is a profit-oriented company incorporated and domiciled in New Zealand. My Food Bag Group

Limited is registered under the Companies Act 1993 and is a FMC reporting entity under the Financial Markets Conduct Act 2013.

My Food Bag Group Limited is listed on the NZX Main Board.

The consolidated financial statements (the financial statements) presented are for My Food Bag Group Limited and its wholly owned

subsidiary My Food Bag Limited (together referred to as “the Group”).

Basis of Preparation

STATEMENT OF COMPLIANCE

These financial statements comply with International Financial Reporting Standards (IFRS) and New Zealand equivalents to

International Financial Reporting Standards (NZ IFRS). These financial statements have been prepared in accordance with Generally

Accepted Accounting Practice applicable to for-profit entities and the requirements of the Financial Markets Conduct Act 2013.

BASIS OF MEASUREMENT

These financial statements have been prepared on the historical costs basis.

FUNCTIONAL AND PRESENTATION CURRENCY

These financial statements are presented in New Zealand dollars (NZ$), which is the Group’s functional currency, and rounded to

the nearest thousand dollars (NZ$000) unless otherwise stated.

GOING CONCERN

These financial statements have been prepared on the basis the Group is a going concern.

Significant Estimates and Judgements

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the

reported amounts of income, expenses, assets and liabilities, and the accompanying disclosures. Actual outcomes may differ from

these estimates.

Information about significant estimation uncertainty and judgements in applying accounting policies that have the most significant

effect on the amounts recognised are set out below:

• Recoverable amount assessment (Note 10 Intangible Assets).

An impairment test is performed annually to assess the recoverable amount of goodwill and other intangible assets with

an indefinite life. The recoverable amount is based on a value-in-use calculation that requires the use of estimates.

Material Accounting Policies

The material accounting policies which are relevant to an understanding of these financial statements are included throughout the

notes to the financial statements.

Standards Issued but Not Yet Effective

There are no new or amended standards that are issued, but not yet effective, that are expected to have a material

impact to the Group.

General Information 35

Financial Performance 36

1. Income 36

2. Segment Reporting 36

3. Expenses 37

4. Earnings per Share (EPS) 37

Working Capital 38

5. Trade and Other Receivables 38

6. Inventories 38

7. Trade and Other Payables 39

8. Other Current Liabilities 39

Long-term Assets 40

9. Property, Plant and Equipment 40

10. Intangible Assets 41

11. Leases 43

Funding and Equity 44

12. Share Capital and Dividend 44

13. Borrowings 45

14. Financial Risk Management 46

Other Notes 47

15. Taxation 47

16. Share-based Payments 48

17. Related Party Transactions 50

18. Operating Cash Flow Reconciliation 51

19. Contingent Liabilities 51

20. Capital Commitments 51

Notes to the Financial Statements

FOR THE YEAR ENDED 31 MARCH 2024

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024

34

Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2024

37

MY FOOD BAG GROUP LIMITED

ANNUAL REPORT 2024FINANCIAL STATEMENTS

36

Financial Performance

1. Income

Revenue from the sale of goods is recognised when control of the goods transfers to the customer. This is typically when the

goods are delivered to the customer.

The amount of revenue recognised reflects the consideration that the Group expects to be entitled for providing the goods

to the customer.

Revenue is measured as the sales price (net of discounts), adjusted for customer credits. Customer credits are recognised as

deductions from revenue at the time that the related sales are recognised.

Payment for the goods is typically received up to a week in advance of delivery. The payment received in advance of delivery is

recognised in the Statement of Financial Position as a liability (deferred revenue) until the goods are delivered to the customer.

NZ$00020242023

Revenue from contracts with customers162,235175,694

Total income162,235175,694

Interest income6875

Proceeds from insurance15 0-

Other income2015

Total other income238 90

2. Segment Reporting

Operating segments are determined based on the financial information that is regularly reported to the Chief Executive Officer

(CEO) and Chief Financial Officer (CFO). The CEO together with the CFO is considered to be the Chief Operating Decision

Maker (CODM).

The Group operates in one reportable segment being online meal kit and food delivery. This consists of creating and delivering

meal kits, pre-prepared ready-to-heat meals and grocery items to New Zealand customers.

The Group operates in one geographic area, New Zealand.

3. Expenses

Net profit before income tax has been arrived at after charging / (crediting) the following items:

NZ$00020242023

Staff expenses

Salaries and wages15,38516,627

Defined contribution pension costs489485

Share-based payment expense570266

Interest expense

1, 9 711, 493

IT expenses

2,8862,720

Depreciation and amortisation

5 , 51 05,745

Loss on disposal of property, plant and equipment

5345

Fees paid to the auditor (Ernst & Young)

Audit and review of the financial statements

1

148 15 5

1. The audit fee includes the fees for both the annual audit of the financial statements and the review of the interim financial statements.

4. Earnings per Share (EPS)

Basic earnings per share is calculated by dividing the profit or loss attributable to equity holders by the weighted average

number of shares outstanding during the year.

Diluted earnings per share is calculated by adjusting the profit or loss attributable to equity holders and the weighted average

number of shares outstanding during the year for the effects of shares with dilutive potential.

20242023

Basic and diluted earnings per share

Net profit attributable to equity holders (NZ$000)6,0447,850

Weighted average number of shares for basic EPS (000) 242,438 242,438

Weighted average number of shares for diluted EPS (000)246,548242,646

Basic and diluted earnings per share (NZ$)0.020.03

The diluted weighted average number of shares takes into account the number of share rights and performance share rights that may

be dilutive depending on the likelihood of vesting conditions being met.

Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2024

39

MY FOOD BAG GROUP LIMITED

ANNUAL REPORT 2024FINANCIAL STATEMENTS

38

7. Trade and Other Payables

Trade and other payables are recognised at the amount invoiced by the supplier, or the estimated amount where the

cost is accrued.

NZ$00020242023

Trade payables9,086 11 , 5 1 8

Other payables532 57

Accrued expenses1,14 91,16 2

Trade and other payables10,76712,737

8. Other Current Liabilities

Liabilities for wages and salaries and annual leave are recognised at the amounts expected to be paid when the liabilities

are settled.

NZ$00020242023

Accrued wages and salaries652420

Annual leave73 8751

Employee benefits1,3901,171

Other liabilities18 012 5

Other current liabilities1,5701,296

Working Capital

The Group operates a weekly meal-kit subscription business and has a weekly business cycle. Customers are invoiced, and cash is

received, in advance each week on a Tuesday (initially recognised as a current liability, deferred revenue). Inventory in relation to

the customers invoiced is received during the week following this and suppliers are predominantly paid monthly. This cycle results in

the business operating with net current liabilities and negative working capital as the cash generated from customers in advance is

used to fund investing and financial activities.

5. Trade and Other Receivables

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

initially recognised at the amount invoiced to the customer and subsequently measured at the amount expected to be collected.

Estimates are used to determine the amount of trade receivables that may not be collected. A provision for impairment of trade

receivables is recognised based on the lifetime expected credit loss at each reporting date.

NZ$00020242023

Trade receivables380355

Provision for impairment of trade receivables(241)(207)

Other receivables172522

Trade and other receivables3 11670

6. Inventories

Inventories are measured at the lower of cost or net realisable value. In the case of finished goods, cost includes direct costs plus

a portion of fixed and variable overheads incurred in assembling the finished goods.

NZ$00020242023

Ingredients and work in progress18 9204

Finished goods14 01, 878

Packaging12 078

Inventories4492,160

In FY24, 31 March landed on a Sunday (FY23: Friday) meaning the majority of meal kits had been delivered as this is our primary

delivery day, resulting in a lower finished goods balance.

During the year inventories of NZ$89,162,000 (2023: NZ$95,953,000) were recognised as an expense in Cost of Sales.

Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2024

41

MY FOOD BAG GROUP LIMITED

ANNUAL REPORT 2024FINANCIAL STATEMENTS

40

10. Intangible Assets

The significant intangible assets recognised by the Group are goodwill, brands and software assets.

Goodwill

Goodwill represents the premium paid by the Group over the fair value of the Group’s share of net identifiable assets of an

acquired subsidiary at the date of acquisition. Goodwill is initially measured at cost and subsequently measured at cost less

accumulated impairment losses, if any. Goodwill is not amortised.

Brands

Brands that are purchased by the Group are initially recognised at cost, or at their fair value if acquired as part of a business

combination. A brand is determined to have an indefinite life where there is an intention to maintain and support the brand

for an indefinite period. Indefinite life brands are not amortised, they are subsequently measured at cost less accumulated

impairment losses, if any.

Software assets

Software assets, both purchased and internally developed, are capitalised provided there is an identifiable asset, controlled by

the Group, that will generate future economic benefits through supporting revenue generation or cost savings. Subsequent costs

are capitalised if they extend the useful life or enhance the functionality of the asset. Software assets are amortised on a straight-

line basis over their estimated useful lives (using amortisation rates of 14% - 33%) (2023: 14% - 50%). Amortisation is included

in Indirect expenses.

Impairment testing

Goodwill and indefinite life brands are tested for impairment annually, or more frequently if there is an indicator of impairment.

Software assets are tested for impairment when an indicator of impairment exists.

Long-Term Assets

9. Property, Plant and Equipment

Items of property, plant and equipment are measured at cost less accumulated depreciation and any impairment losses. Cost

includes the purchase consideration and those costs attributable to bringing the asset to the location and condition necessary for

its intended use. Subsequent costs are capitalised only when it is probable the future economic benefits associated with the item

will flow to the Group. The carrying amount of any replaced part is derecognised. All other repairs and maintenance costs are

recognised as an expense when they are incurred.

Gains or losses on disposals are calculated by comparing the sales proceeds with the carrying amount, and are recognised in

profit or loss.

Depreciation is calculated on a straight-line basis to allocate the cost of the asset, less any residual value, over its useful

economic life. Residual values and useful lives are reviewed, and adjusted if required, each financial year.

The depreciation rates for each class of property, plant and equipment are as follows:

• Motor vehicles 21% - 25% (2023: 21% - 25%)

• Plant and machinery 7% - 67% (2023: 8% - 67%)

• Furniture, fixtures and fittings 13% - 67% (2023: 13% - 67%)

• Computers 40% - 67% (2023: 50% - 67%)


NZ$000

Motor

vehicles

Plant and

machinery

Furniture,

fittings and

equipmentComputersTotal

Cost

At 1 April 20235188,3321,94 387211,665

Additions-1,5851011 01,705

Disposals(105)(90)(13)(112)(320)

At 31 March 20244139,8271,94087013,050

Accumulated depreciation

At 1 April 20233381,5491,16 66663 , 719

Depreciation271,20316 614 31,539

Disposals(85)(39)(8)( 111 )(243)

At 31 March 20242802,7131,3246985,015

Net book value at 31 March 202413 37,11461617 28,035

Cost

At 1 April 2022

3893,4461, 8 717 116,417

Additions12 95 , 01210118 45,426

Disposals-(126)(29)(23)(178)

At 31 March 20235188,3321,94 387211,665

Accumulated depreciation

At 1 April 20223091,19 31, 0105333,045

Depreciation2943617815 2795

Disposals-(80)(22)(19)( 121 )

At 31 March 20233381,5491,16 66663,719

Net book value at 31 March 202318 06,7837772067, 9 4 6

At 31 March 2024 additions of $24,000 (2023 $1,841,000) included in Plant and machinery are not ready for use and therefore

have not been subject to depreciation during the year.

Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2024

43

MY FOOD BAG GROUP LIMITED

ANNUAL REPORT 2024FINANCIAL STATEMENTS

42


NZ$000GoodwillBrandsSoftware

Software

WIPOther Total

Cost

At 1 April 202363,63118,3578 ,1618935 , 2 6196,303

Additions---2 ,14 2-2 ,14 2

Transfers--2,587(2,587)--

Disposals------

At 31 March 202463,63118,35710,7484485,26198,445

Accumulated amortisation

At 1 April 2023--5,779-5 , 2 6111,040

Amortisation--1, 493--1, 493

At 31 March 2024--7, 2 7 2-5,26112,533

Net book value at 31 March 202463,63118,3573,476448-85,912


NZ$000GoodwillBrandsSoftware

Software

WIP Other Total

Cost

At 1 April 202263,63118,3576,2312725 , 2 6193, 752

Additions--762,493-2,569

Transfers--1, 854(1,854)--

Disposals---(18)-(18)

At 31 March 202363,63118,3578 ,1618935,26196,303

Accumulated amortisation

At 1 April 2022--3,602-5 , 2 618,863

Amortisation--2 ,17 7--2 ,17 7

At 31 March 2023--5,779-5,26111,040

Net book value at 31 March 202363,63118,3572,382893-85,263

During the period, the Group reassessed the expected useful life of software assets, including those with an opening book value

at 1 April 2023 and determined the useful life of the majority of software assets to be 3 years instead of 2 years. This resulted in

a reduction of NZ$549,000 in amortisation in the current period. The estimated impact of this change on amortisation for future

periods is to be an increase of NZ$549,000.

IMPAIRMENT TESTING

As at 31 March 2024, the market capitalisation of the Group was below the book value of its equity, indicating a potential

impairment of the Group’s assets (including goodwill and indefinite life brands). When reviewing for indicators of impairment,

the Group considers the relationship between its market capitalisation and its book value, among other factors.

The Group performed its annual impairment test in March 2024. The recoverable amount of the Group, which is a single cash-

generating unit, was determined on a value-in-use basis using a discounted cash flow methodology. The model uses a five-

year cash flow forecast based on the Board-approved budget for FY25. Cash flows for FY26 and FY27 are based on forecast

performance of the core meal kit business including the on-going impact of strategic initiatives implemented during FY23 and FY24

(implementation of Pick-to-Light technology, strengthening of the e-commerce offering, restructure of the non-operational team and

consolidation of the Auckland distribution centres). Cash flows for years FY28 and FY29 are based on estimates of revenue growth

and EBITDA margin assumptions.

Key assumptions in the cash flow forecast are revenue growth for years FY28 and FY29, and EBITDA margin for years FY29

onwards. Revenue growth has been estimated based on past and forecast delivery numbers, brand mix, and average order value,

taking into consideration brand strategy and economic forecasts. EBITDA margin has been estimated based on past and forecast

EBITDA margin, adjusted for ingredient price inflation, economies of scale and other cost efficiency gains.

The post-tax discount rate used in the model is 13.8% (2023: 11.7%).

The terminal growth rate applied to the forecast cash flows after year five is 2.0% (2023: 2.0%). This reflects the long term

New Zealand inflation target, historical sector specific growth and population projections in New Zealand.

The following table shows the impact of reasonably possible changes in key assumptions.

Key assumptionChange in key assumption

Reduction in

recoverable

amount

NZ$million

Increase in

recoverable

amount

NZ$million

Would the

change result

in impairment

Revenue growth FY28 & FY29: 6.1%+/- 200 basis points-3.33.3No

EBITDA margin FY29 onwards: 12.8%+/- 100 basis points-8.48.3No

Discount rate: 13.8%+/- 50 basis points-4.04.3No

Terminal growth rate: 2%+/- 100 basis points-5.46.3No

While reasonably possible changes in the key assumptions provided in the above table would not on their own result in impairment

in each case, it is possible that they could occur in combination.

The impairment test does not result in an impairment of the Group’s assets (including goodwill and indefinite life brands). Reasonably

possible changes in key assumptions do not result in impairment of the Group’s assets (including goodwill and indefinite life brands).

11. Leases

Lease liabilities

Lease liabilities are recognised at the commencement date of the lease at the present value of the future lease payments over

the term of the lease. If the rate implicit in the lease is not readily determinable, the lease payments are discounted using the

Group’s incremental borrowing rate at the lease commencement date. The lease term is the non-cancellable period plus rental

renewal options that are determined to be reasonably certain to be exercised. Once the lease has commenced, the Group only

reassesses the lease term on occurrence of a significant event or change in circumstance that is within its control and affects its

ability to exercise, or not exercise a renewal option in the contract.

Right-of-use assets

Right-of-use assets are initially measured at the amount of the lease liability at commencement date plus direct costs incurred

in establishing the lease and an estimate of costs required to dismantle and remove the underlying asset or to restore the

underlying asset.

Right-of-use assets are depreciated on a straight-line basis over the lease term, unless the useful life of the asset is less than

the lease term, or if the Group will own the asset at the end of the lease term. In these circumstances the right-of-use asset is

depreciated over the useful life of the asset.

The Group enters into lease arrangements for property, and plant and machinery. Leases of property have lease terms between two

and eight years, plant and machinery have terms between one and five years. Changes to the lease payments are renegotiated at

periods specified in the contracts and are usually based on the consumer price index or market rental rates. The Group has elected

not to recognise right-of-use assets and lease liabilities for leases of low value assets and short-term leases. These lease costs are

recognised as an expense as incurred.

Information about right-of-use assets is shown below.

20242023

NZ$000

Net book

value

Depreciation

charge

Net book

value

Depreciation

charge

Property8,0042,20310,3832,527

Plant and machinery41427516 6246

Right-of-use assets8,4182,47810,5492,773

Additions to right-of-use assets during the year were NZ$517,000 (2023: NZ$6,315,000). This amount relates to renewed leased fleet.

Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2024

45

MY FOOD BAG GROUP LIMITED

ANNUAL REPORT 2024FINANCIAL STATEMENTS

44

Amounts recognised in the Statement of Comprehensive Income

NZ$0002024 2023

Interest on lease liabilities579610

Expense relating to short-term leases and low value assets5711 2

Lease liabilities

NZ$0002024 2023

Lease liabilities at 1 April11,8797,598

Principal lease payments(2,451)(2,603)

New leases5176,315

Non-cash changes in lease liabilities(238)569

Lease liabilities at 31 March9,70711 , 8 7 9

Total cash payments for leases during the year was NZ$3,029,000 (2023: NZ$3,213,000).

Funding and Equity

12. Share Capital and Dividend

SHARE CAPITAL

20242023

Fully paid ordinary sharesNZ$000

Number

(000s)NZ$000

Number

(000s)

At 1 April and 31 March59,336242,43859,336242,438

All ordinary shares issued are fully paid and have no par value. The holders of ordinary shares are entitled to receive dividends as

declared by the Board and are entitled to one vote per share. All shares rank equally in any surplus on winding up of the Group.

DIVIDENDS

A liability to pay a dividend is recognised when the distribution is declared by the Board. A corresponding amount is recognised

directly in equity.

NZ$00020242023

Final dividend for 2022 – 4.0 cents per share-9,740

Interim dividend for 2023 – 3.0 cents per share-7,308

Dividends paid-17,048

The imputation credit account balance as at 31 March 2024 is NZ$3,122,000 (2023: NZ$1,014,000).

Dividend declared after the reporting period

On 22 May 2024 the Board declared a fully imputed final dividend of 0.5 cents per share, to be paid on 20 June 2024 to

shareholders on the company’s register on 5 June 2024.

CAPITAL MANAGEMENT

The Group’s capital includes share capital and retained earnings. The objective of the Group’s capital management is to maintain a

strong capital base to support investor and market confidence and the future growth of the business. To manage the capital structure,

the Group may adjust the proportion of earnings paid to shareholders, return capital to shareholders, issue new shares or amend

capital spending plans.

The Group is not subject to externally imposed capital requirements.

13. Borrowings

Borrowings are initially measured at fair value, net of transaction costs incurred. Borrowings are subsequently measured at

amortised costs using the effective interest method.

The Group’s net debt position is shown below.

NZ$00020242023

Bank loan – non-current

11,446 11 , 4 2 0

Total borrowings

11,446 11,420

Less: cash and cash equivalents

(150)(150)

Add: bank overdraft

472 3,995

Net debt / (cash)11,76815,265

A reconciliation of the changes in borrowings to the proceeds and repayments of borrowings presented in the Statement of Cash

flows is shown below.

NZ$00020242023

Total borrowings at 1 April

11,420 3 , 4 11

Proceeds from borrowings

10,000 19,250

Repayments of borrowings(10,000)(11,250)

Payment of credit facility extension fee - (38)

Non-cash change in deferred finance costs 26 47

Total borrowings at 31 March 11,446 11,420

Funding arrangements

The Group’s funding arrangements are shown below.


NZ$00020242023

Revolving credit facility

25,000 25,000

Bank overdraft

5,000 5,000

Total facilities

30,000 30,000

Revolving credit facility utilised

(11,500)(11,500)

Bank overdraft utilised(472)(3,995)

Total undrawn facilities18,02814,505

The revolving credit facility of NZ$25,000,000 expires on 5 April 2026. The amount drawn down is secured over current and

future accounts receivables and all the property, plant and equipment of the Group. The interest rate on the revolving credit facility

comprises base rate (BKBM rate) plus a margin of 1.77%.

In the prior year the revolving credit facility was amended and restated to reduce the amount of the facility available and to extend

the tenure of the agreement to 5 April 2026.

The Group was in compliance with its banking covenants during the year, and at 31 March 2024. The Group was also in

compliance with its banking covenants during the prior year and at 31 March 2023.

Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2024

47

MY FOOD BAG GROUP LIMITED

ANNUAL REPORT 2024FINANCIAL STATEMENTS

46

14. Financial Risk Management

The objective of the Group’s risk management framework is to appropriately identify and manage risks within acceptable levels.

Risk management policies and procedures are reviewed regularly to ensure they reflect changes in market conditions and the

Group’s activities.

The financial risks that impact the Group are liquidity risk, interest rate risk and credit risk.

LIQUIDITY RISK

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

The Group manages its liquidity risk by maintaining a level of undrawn credit facilities and a spread of maturity dates.

The table below shows the timing of the gross contractual cash flows of the Group’s financial liabilities.

2024

NZ$000

Carrying

amount

Contractual

cash flows

3 months

or less

3 to 12

months

1 to 5

years

More than

5 years

Bank loan 11,44611,500 - -11,500 -

Bank overdraft 472472472- --

Lease liabilities 9,70711 , 212 692 2,0645 , 7122,744

Trade and other payables10,76710,76710,767---

Financial liabilities32,39233,95111 , 9 3 1 2,064 17, 212 2,744

2023

NZ$000

Carrying

amount

Contractual

cash flows

3 months

or less

3 to 12

months

1 to 5

years

More than

5 years

Bank loan11 , 4 2 011,500--11,500-

Bank overdraft3,9953,9953,995---

Lease liabilities11,87913 , 9 748062,2137, 3 4 73,608

Trade and other payables12,73712,73712,737---

Financial liabilities40,03142,20617,5382,21318,8473,608

INTEREST RATE RISK

Interest rate risk is the impact of changes in interest rates on the financial results. The Group manages its interest rate risk through the

use of interest rate swaps where appropriate, based on the amount and tenure of the Group’s borrowing requirements.

The following table shows the effect on profit or loss and equity at reporting date of a reasonably possible change in interest rates.

A change in interest rates would impact the floating rate interest payments on the Groups borrowings held at reporting date.

20242023

NZ$000EquityProfitEquityProfit

50 basis point increase(75)(75)(41)(41)

10 basis point decrease15151010

CREDIT RISK

Credit risk is the risk of loss due to customers not paying amounts owed. The Group’s exposure to credit risk is managed through

the Group’s operating model, where payment for the goods is typically received in advance of delivery. Refer to Note 5 Trade and

Other Receivables for details of the level of provision for impairment of trade receivables at reporting date.

Other Notes

15. Taxation

Tax expense comprises current and deferred tax. Tax expense is recognised in the Statement of Comprehensive Income.

The tax consequence of items recognised directly in equity is also recognised in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at

the reporting date, and any adjustment to tax payable in respect of a previous year.

Deferred tax arises due to certain temporary differences between the carrying amounts of assets and liabilities for financial

reporting purposes and those for tax purposes. Deferred tax is measured at the tax rate that is expected to apply to the

temporary differences when they reverse, based on laws that have been enacted or substantially enacted at the reporting date.

Deferred tax is not recognised on the initial recognition of goodwill, or the initial recognition of assets and liabilities in a

transaction that affects neither accounting nor taxable profit.

Deferred tax assets are recognised to the extent it is probable that future taxable profits will be available against which the

temporary differences can be utilised.

Tax expense

NZ$00020242023

Current period2,7503,453

Adjustments to prior periods11 2(61)

Current tax expense2,8623,392

Origination and reversal of temporary differences (288) (239)

Deferred tax expense(288) (239)

Income tax expense2,5743,153

Reconciliation of effective tax rate

NZ$00020242023

Profit before tax8,61811,003

Prima facie income tax expense at 28% on profit before tax2,4133,081

Non-deductible expenses 49 12

Adjustments to prior year11 260

Income tax expense2,5743,153

Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2024

49

MY FOOD BAG GROUP LIMITED

ANNUAL REPORT 2024FINANCIAL STATEMENTS

48

Deferred tax

Deferred tax assets and liabilities are attributed to the following:

NZ$000At 1 April 2023

Recognised in

profit or loss At 31 March 2024

Property, plant and equipment20582287

Right-of-use assets(3,005)616(2,389)

Lease liability3 , 418(608)2,810

Prepayments(199)66(133)

Intangible assets(5,140)-(5,140)

Accruals and provisions37341414

Share-based payments

319112 2

Net deferred tax liability(4,317)288(4,029)

NZ$000At 1 April 2022

Recognised in

profit or loss At 31 March 2023

Property, plant and equipment225(20)205

Right-of-use assets(1,840)(1,165)(3,005)

Lease liability2 ,19 71 , 2 213 , 418

Prepayments(265)66(199)

Intangible assets(5,140)-(5,140)

Derivatives2 6111 2373

Accruals and provisions-3131

Tax losses carried forward

6(6)-

Net deferred tax liability(4,556)239(4,317)

16. Share-based Payments

Equity-settled share-based payments

The cost of equity-settled share-based payments is determined based on the grant-date fair value of the award. The fair value is

estimated using a valuation model appropriate to the terms and conditions of the award.

The cost is recognised in Staff expenses, together with a corresponding increase in equity (Share-based payment reserve), over

the period in which the service condition and, where applicable, the performance measures are fulfilled.

At each reporting date the likelihood of the service condition, and where applicable, the Earnings per Share (EPS) performance

measure being met is reassessed. The cumulative expense through profit or loss and equity is adjusted to reflect the best estimate

of the number of share rights and performance share rights that will ultimately vest.

Therefore, on a cumulative basis, no expense is recognised for awards that do not ultimately vest because the service condition

or EPS hurdle have not been met. As the Total Shareholder Return (TSR) performance measure is reflected in the grant-date fair

value, these awards are treated as vested, and the expense is recognised, irrespective of whether the TSR hurdle is achieved

(provided the service condition is met).

ESOS

There were no Employee Share Ownership Scheme (ESOS) share rights offered to employees during the period to 31 March 2024

(31 March 2023: 451,497).

ESOS – FY23 awards

Permanent employees working at least 30 hours per week were eligible to participate in the ESOS June 2022 grant. Under the

scheme, participants were awarded restricted share rights of $3,000. The share rights vest after two years, subject to participants’

continued employment with the Group. After two years each share right converts to one ordinary share, at no cost to the employee.

Employees eligible for the ESOS December 2022 were primarily permanent employees working at least 30 hours per week who

commenced employment after June 2022. Participants in the December grant were awarded 1,691 restricted share rights. The share

rights vest after 18 months, subject to participants’ continued employment with the Group. After 18 months each share right converts

to one ordinary share, at no cost to the employee.

The ESOS is an equity-settled share-based payment scheme.

LTI

LTI - FY24 awards

The CEO, Senior Leadership Team and certain Key Operational Leaders are eligible to participate in the Long Term Incentive

(LTI) scheme. Under the scheme, participants are awarded performance share rights based on a percentage of their base salary.

Each performance share right converts to one ordinary share, at no cost to the employee. The LTI is an equity-settled share-based

payment scheme. The performance share rights vest after two years, subject to achievement of the following performance measures:

• Continued employment with the Group (retention tranche), and/or

• Continued employment with the Group and the relative Total Shareholder Return (TSR) compared to the companies included in

the NZX 50 (TSR tranche).

The board approved 6,922,230 LTI performance share awards during the period to 31 March 2024 (31 March 2023: 1,975,193).

LTI – FY23 awards

The Senior Leadership Team and certain Key Operational Leaders were eligible to participate in the FY23 LTI. The schemes and

measures are consistent with the LTI performance rights granted during FY24. All rights issued under these schemes are equity-settled.

The performance share rights awarded in FY23 vest after two years (June 2022 grant) or after 18 months (December 2022 grant).

FY23 CEO award – June 2022 grant

The CEO was awarded performance share rights under the FY23 LTI (CEO’s award). The performance share rights awarded to the

CEO vest after two years, subject to achievement of the following performance measures:

• 50% of the rights vest based on continued employment with the Group and the earnings per share target achieved for the year

ending 31 March 2024 (EPS tranche),

• 50% of the rights vest based on continued employment with the Group and the relative TSR compared to the companies included

in the NZX 50 (TSR tranche).

In September 2022 the CEO resigned from the Group and the performance share rights granted under CEO’s award were forfeited.

FY23 CEO award – December 2022 grant

The CEO was awarded performance share rights under the FY23 LTI (CEO’s December award). The performance share rights

awarded to the CEO vest after 18 months, subject to achievement of the following performance measures:

• 100% of the rights vest based on continued employment with the Group and the relative TSR compared to the companies

included in the NZX 50 (TSR tranche).

Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2024

51

MY FOOD BAG GROUP LIMITED

ANNUAL REPORT 2024FINANCIAL STATEMENTS

50

Number of rights outstandingESOSLTI

At 1 April 2023360,1831,164,001

Granted – July 2023-6,922,230

Forfeited

1

(69,331)(1,172,292)

At 31 March 2024290,8526,913,939

Number of rights outstandingESOSLTI

At 1 April 2022--

Granted – June 2022385,5481,820,518

Granted – December 202265,949154,675

Forfeited

1

(91,314)(811,192)

At 31 March 2023360,1831,164,001

1. Forfeited rights relate to the share rights of eligible employees who have finished their employment with the Group during the period.

No rights vested during the period to 31 March 2024 (31 March 2023: none).

At 31 March 2024, the remaining contractual life of the rights issued under the ESOS schemes is two months (FY23: 1.2 years),

and the weighted average contractual life of rights issued under the LTI schemes is one year (FY23: 1.2 years).

VALUATION APPROACH

The fair value of the LTI performance share rights is estimated for each performance measure separately:

• The fair value of the TSR tranche of the performance share rights is estimated at the grant date using the Monte Carlo simulation

approach, taking into account the terms and conditions of the award.

• The fair value of the Retention tranche and the EPS tranche of the performance share rights is estimated based on the grant date

share price less the present value of expected dividends.

Key inputs in determining the fair values

Jun-23 Dec-22 Jun-22

Share price at grant date $0.18 $0.40 $0.83

Risk-free interest rate 5.1% 3.4% 3.4%

Expected cash dividend yield 11.4% 8.6% 8.6%

Expected share price volatility 48.1% 36.7% 36.7%

Vesting period 2 years 1.5 years 2 years

Weighted average grant date fair value - ESOS

- $0.32 $0.69

Weighted average grant date fair value - LTI

$0.12 $0.23 $0.50

The expected share price volatility is based on historic data and the expected dividend yield is based on external market

expectations at grant date.

17. Related Party Transactions

The transactions with related parties that were entered into during the year, and the year-end balances that arose from those

transactions are shown below.

KEY MANAGEMENT PERSONNEL REMUNERATION

Key management personnel comprise members of the Board and members of the Senior Leadership Team (SLT). The Board

comprised six members until 31 December 2023 when a sixth member ceased directorship (2023: six members). The SLT

comprised seven members (2023: eight).

NZ$00020242023

Short-term employee benefits2,2293 ,18 5

Share-based payment transactions27292

Directors’ remuneration544515

Key management personnel remuneration3,0453,792

TRANSACTIONS WITH RELATED PARTIES DURING THE YEAR

Transactions with related parties are at a discount to normal terms and conditions.

NZ$00020242023

Key management personnel

Sale of goods6076

18. Operating Cash Flow Reconciliation

The reconciliation of net profit before tax to net cash flows from operations is shown below.

NZ$00020242023

Net profit before tax8,61811,003

Adjustments for non-cash items

Depreciation and amortisation5 , 51 05,745

Non-cash change in deferred finance costs2647

Loss on disposal of property, plant and equipment5345

Disposal of intangible asset-18

Share-based payment expense570266

Changes in assets and liabilities

Decrease / (Increase) in trade and other receivables359 (144)

Decrease in inventories1 , 7 11448

Decrease in prepayments900 171

Decrease in trade and other payables(1,965)(492)

Decrease in deferred revenue(2,942)(805)

Increase in other current liabilities2 74207

Income tax paid(3,315)(7,028)

Tax refund-277

Net cash flows from operating activities9,799 9,758

19. Contingent Liabilities

The Group has no contingent liabilities (2023: Nil)

20. Capital Commitments

The Group has capital commitments of NZ$81,000 (2023: NZ$460,000)

5352
MY FOOD BAG GROUP LIMITED

ANNUAL REPORT 2024

Independent Auditor’s Report

FOR THE YEAR ENDED 31 MARCH 2024

Independent auditor’s report to the shareholders of My Food Bag Group Limited

Report on the audit of the financial statements

OPINION

We have audited the financial statements of My Food Bag Group Limited (the “Company”) and its subsidiaries (together the

“Group”) on pages 30 to 51, which comprise the consolidated statement of financial position of the Group as at 31 March 2024,

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

of cash flows for the year then ended of the Group, and the notes to the consolidated financial statements including material

accounting policy information.

In our opinion, the consolidated financial statements on pages 30 to 51 present fairly, in all material respects, the consolidated

financial position of the Group as at 31 March 2024 and its consolidated financial performance and cash flows for the year then

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

Reporting Standards.

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

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

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

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

BASIS FOR OPINION

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

standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report.

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

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

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

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

Other than in our capacity as auditor we have no relationship with, or interest in, the Company or any of its subsidiaries. Partners

and employees of our firm may deal with the Group on normal terms within the ordinary course of trading activities of the business

of the Group.

KEY AUDIT MATTERS

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

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

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

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

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

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

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

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

consolidated financial statements.

GOODWILL AND BRAND INTANGIBLE ASSETS’ IMPAIRMENT ASSESSMENT

Why significantHow our audit addressed the key audit matter

At 31 March 2024 the Group recorded indefinite useful life

intangible assets, being goodwill and brand intangible assets,

with a combined value of $82 million. These comprise 79% of the

Group’s total assets.

The value-in-use of the Group’s cash generating unit (“CGU”)

is determined by management each reporting period by an

impairment model that requires significant judgement and estimation

in respect of forecast cash flows, discount rate and terminal growth

rate assumptions. Changes in certain assumptions can lead to

significant changes in the assessment of the value-in-use.

Disclosures regarding the Group’s key assumptions adopted and

sensitivity to reasonably possible changes in those key assumptions

are included in note 10 of the consolidated financial statements.

In obtaining sufficient appropriate audit evidence, we:

• understood the Group’s goodwill impairment assessment

process.

• assessed the Group’s determination of CGUs based on our

understanding of the nature of the Group’s business and

considered whether management’s assessment of a single CGU

was appropriate.

• determined the appropriateness of using a discounted cash

flow methodology to assess value in use.

• tested the discounted cash flow model for mathematical

accuracy.

• challenged the reasonableness of management’s forecast cash

flows, including by comparing them to historical results and the

Board’s approved budget.

• considered other external valuation evidence such as market

capitalisation, broker forecasts and earnings multiples of

comparable companies.

• involved our business valuation specialists to assess the terminal

growth and discount rates applied.

• challenged the assumptions and judgements used by

management by performing sensitivity analysis in relation to the

discount rate, terminal growth rate and forecast cash flows to

consider the potential impact of changes in these assumptions.

• evaluated the adequacy of the related financial statement

disclosures, including the sensitivities included in note 10.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR’S REPORT

The directors of the Company are responsible for the annual report, which includes information other than the consolidated financial

statements and auditor’s report.

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

assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing

so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge

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

If, based upon the work we have performed, we conclude that there is a material misstatement of this other information, we are

required to report that fact. We have nothing to report in this regard.

FINANCIAL STATEMENTS

A member firm of Ernst & Young Global Limited



Independent auditor’s report to the Members of Child Cancer Foundation (Inc.)

Report on the audit of the financial statements

Qualified Opinion

We have audited the financial statements of Child Cancer Foundation (Inc.) (“the Foundation”) on pages

24 to 32, which comprise the statement of financial position of the Foundation as at 30 June 2019, and

the statement of comprehensive revenue and expenses, statement of movements in accumulated funds

and statement of cash flows for the year then ended of the Foundation, and the notes to the financial

statements including a summary of significant accounting policies.

In our opinion, except for the possible effects of the matter described in the Basis for Qualified Opinion

section of our report, the financial statements on pages 24 to 32 present fairly, in all material respects,

the financial position of the Foundation as at 30 June 2019 and its financial performance and cash flows

for the year then ended in accordance with Public Benefit Entity Standards Reduced Disclosure Regime.

This report is made solely to the Foundation’s members, as a body. Our audit has been undertaken so

that we might state to the Foundation’s members those matters we are required to state to them in an

auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or

assume responsibility to anyone other than the Foundation and the Foundation’s members as a body, for

our audit work, for this report, or for the opinions we have formed.

Basis for Qualified Opinion

There was no system of control over income from donations and fundraising income and related cash

which we could rely on for the purpose of our audit. We were unable to confirm or verify by alternative

means the completeness of income from donations and fundraising income included in the statement of

comprehensive revenue and expenses at a total amount of $2,257,000 for the year ended 30 June 2019

and related cash recorded in the statement of financial position at $2,693,000. As a result of this matter,

the scope of our audit was limited, and we were unable to determine whether any adjustments to these

amounts were necessary.

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

responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit

of the Financial Statements section of our report.

We are independent of the Foundation in accordance with Professional and Ethical Standard 1 (revised)

Code of Ethics for Assurance Practitioners 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 qualified opinion.

Partners and employees of our firm may deal with the Foundation on normal terms within the ordinary

course of trading activities of the business of the Foundation. We have no other relationship with, or

interest in, the Foundation.

A member firm of Ernst & Young Global Limited



Independent auditor’s report to the Members of Child Cancer Foundation (Inc.)

Report on the audit of the financial statements

Qualified Opinion

We have audited the financial statements of Child Cancer Foundation (Inc.) (“the Foundation”) on pages

24 to 32, which comprise the statement of financial position of the Foundation as at 30 June 2019, and

the statement of comprehensive revenue and expenses, statement of movements in accumulated funds

and statement of cash flows for the year then ended of the Foundation, and the notes to the financial

statements including a summary of significant accounting policies.

In our opinion, except for the possible effects of the matter described in the Basis for Qualified Opinion

section of our report, the financial statements on pages 24 to 32 present fairly, in all material respects,

the financial position of the Foundation as at 30 June 2019 and its financial performance and cash flows

for the year then ended in accordance with Public Benefit Entity Standards Reduced Disclosure Regime.

This report is made solely to the Foundation’s members, as a body. Our audit has been undertaken so

that we might state to the Foundation’s members those matters we are required to state to them in an

auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or

assume responsibility to anyone other than the Foundation and the Foundation’s members as a body, for

our audit work, for this report, or for the opinions we have formed.

Basis for Qualified Opinion

There was no system of control over income from donations and fundraising income and related cash

which we could rely on for the purpose of our audit. We were unable to confirm or verify by alternative

means the completeness of income from donations and fundraising income included in the statement of

comprehensive revenue and expenses at a total amount of $2,257,000 for the year ended 30 June 2019

and related cash recorded in the statement of financial position at $2,693,000. As a result of this matter,

the scope of our audit was limited, and we were unable to determine whether any adjustments to these

amounts were necessary.

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

responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit

of the Financial Statements section of our report.

We are independent of the Foundation in accordance with Professional and Ethical Standard 1 (revised)

Code of Ethics for Assurance Practitioners 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 qualified opinion.

Partners and employees of our firm may deal with the Foundation on normal terms within the ordinary

course of trading activities of the business of the Foundation. We have no other relationship with, or

interest in, the Foundation.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
54

55

Non-GAAP

Financial Information

56

Corporate Governance

Statement

57

Other Disclosures 69

Directory 77

Key Dates 77

Other Information

OTHER INFORMATION

Independent Auditor’s Report (continued)

FOR THE YEAR ENDED 31 MARCH 2024

DIRECTORS’ RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS

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

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

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

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

In preparing the consolidated financial statements, the directors are responsible for assessing on behalf of the entity the Group’s

ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern

basis of accounting unless the directors either intend to liquidate the Group or cease operations, or have no realistic alternative but

to do so.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

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

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

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

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

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

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

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

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

This description forms part of our auditor’s report.

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

Chartered Accountants

Auckland

22 May 2024

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

A member firm of Ernst & Young Global Limited



Independent auditor’s report to the Members of Child Cancer Foundation (Inc.)

Report on the audit of the financial statements

Qualified Opinion

We have audited the financial statements of Child Cancer Foundation (Inc.) (“the Foundation”) on pages

24 to 32, which comprise the statement of financial position of the Foundation as at 30 June 2019, and

the statement of comprehensive revenue and expenses, statement of movements in accumulated funds

and statement of cash flows for the year then ended of the Foundation, and the notes to the financial

statements including a summary of significant accounting policies.

In our opinion, except for the possible effects of the matter described in the Basis for Qualified Opinion

section of our report, the financial statements on pages 24 to 32 present fairly, in all material respects,

the financial position of the Foundation as at 30 June 2019 and its financial performance and cash flows

for the year then ended in accordance with Public Benefit Entity Standards Reduced Disclosure Regime.

This report is made solely to the Foundation’s members, as a body. Our audit has been undertaken so

that we might state to the Foundation’s members those matters we are required to state to them in an

auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or

assume responsibility to anyone other than the Foundation and the Foundation’s members as a body, for

our audit work, for this report, or for the opinions we have formed.

Basis for Qualified Opinion

There was no system of control over income from donations and fundraising income and related cash

which we could rely on for the purpose of our audit. We were unable to confirm or verify by alternative

means the completeness of income from donations and fundraising income included in the statement of

comprehensive revenue and expenses at a total amount of $2,257,000 for the year ended 30 June 2019

and related cash recorded in the statement of financial position at $2,693,000. As a result of this matter,

the scope of our audit was limited, and we were unable to determine whether any adjustments to these

amounts were necessary.

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

responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit

of the Financial Statements section of our report.

We are independent of the Foundation in accordance with Professional and Ethical Standard 1 (revised)

Code of Ethics for Assurance Practitioners 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 qualified opinion.

Partners and employees of our firm may deal with the Foundation on normal terms within the ordinary

course of trading activities of the business of the Foundation. We have no other relationship with, or

interest in, the Foundation.

57
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024

56

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024

The reconciliation of net profit after tax to earnings before interest, tax and depreciation and amortization (EBITDA) is shown below.

NZ$00020242023

Net profit after tax6,0447,850

Add: Tax2,5743 ,15 3

Net profit before tax 8,618 11,003

Add: Depreciation and amortisation 5,510 5,745

Add: Net financing costs 1,903 1, 418

EBITDA 16,031 18 ,16 6

The reconciliation of revenue to gross margin and contribution margin is shown below.

NZ$00020242023

Revenue 162,235 175,694

Less: Cost of goods sold(83,608) (90,725)

Gross margin 78,627 84,969

Less: Assembly and distribution costs(41,909) (43,594)

Contribution margin 36,718 41, 375

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

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

and nature of My Food Bag’s operations.

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

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

sustainable value for shareholders.

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

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

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

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

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

This statement was approved by the Board on 22 May 2024 and is current as at that date.

Principle 1 – Code of Ethical Behaviour

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

standards being followed throughout the organisation.”

CODE OF ETHICS

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

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

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

Food Bag’s business standards, purpose, reputation, objectives and legal obligations.

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

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

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

management of conflicts of interest, protection of My Food Bag’s assets and information, reporting of unlawful or unethical behaviour,

confidentiality and pursuit of corporate opportunities. The Code of Ethics was last reviewed on 16 March 2023.

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

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

required to be addressed promptly, dealt with consistently and handled by senior management and/or the Board, as appropriate.

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

Food Bag’s separate Whistleblowing Policy. My Food Bag’s whistleblowing processes enable employees to anonymously report

suspected wrongdoing through a third party service provider. My Food Bag is also aware of its obligations with regards to protected

disclosures under the Protected Disclosures Act 2022.

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

SECURITIES TRADING POLICY

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

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

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

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

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

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

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

always to compliance with underlying insider trading laws).

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

Corporate Governance Statement Non-GAAP Financial Information

OTHER INFORMATION

Corporate Governance Statement (continued)
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024

5958

Principle 2 – Board Composition and Performance

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

BOARD CHARTER

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

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

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

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

Leadership Team, subject to certain limitations and qualifications).

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

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

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

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

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

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

NOMINATION AND APPOINTMENT OF DIRECTORS

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

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

the Board for nomination as members of the Board and its committees and the terms, if any, of such membership.

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

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

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

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

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

of such nominations.

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

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

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

certain claims which may be brought against them as directors.

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

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

reappointment at an annual shareholders’ meeting so as to effectively stagger the appointment of directors and preserve continuity by

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

DIRECTORS

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

Hindle, Jen Bunbury and Mark Powell; and one non-executive Director, Cecilia Robinson. A profile highlighting the experience of

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

Board of Directors section of the Annual Report.

Directors are chosen for their corporate leadership skills, professional backgrounds, experience and expertise. The right blend of

skills and experience, combined with a diversity of perspectives, is crucial for the Board to be able to create value for My Food Bag’s

shareholders over the long term. The current balance of skills, experience, tenure and diversity on the Board is summarised below:

Board skills, experience,

tenure and diversity

ExperienceBanking and finance

Legal and regulatory

Technology

Consumer business

Grocery and meal kits

Investment and M&A

Health

SkillsFinancial acumen

Governance and compliance

Strategy and risk

Grocery supply chain and logistics

Customer experience and agri-tech

E-commerce

Investor relations

Entrepreneurship

Tenure3 to 6 years3

Less than 3 years2

DiversityFemale60%

Male40%

Directors are encouraged (but not required) to hold shares in the Company in order to more strongly align their interests with the

interests of shareholders. All Directors currently own shares (either directly or through a related entity or trust), and those relevant

interests are included in the Other Disclosures section of the Annual Report.

OTHER INFORMATION

Corporate Governance Statement (continued)
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024

6160

ATTENDANCE AT BOARD AND COMMITTEE MEETINGS

For the year ended 31 March 2024

Board meetings

available to

attend

Number

attended

ARC

1

meetings

available to

attend

Number

attended

NRC

2

meetings

available to

attend

Number

attended

MC

3

meetings

available to

attend

Number

attended

Tony Carter11114433N/AN/A

Jon Macdonald873322N/AN/A

Sarah Hindle1111443344

Jen Bunbury1194433N/AN/A

Cecilia Robinson1110443244

Mark Powell1111443344

During FY24, members of the Board also provide more informal oversight and strategic support and guidance to management at

different times as and when the opportunity or need arises.

DIVERSITY

My Food Bag aims to cultivate an environment where all of its people enjoy coming to work and contributing to the collective

success of the business. It is committed to creating an open workplace where every team member is welcomed, supported and

inspired, and where diversity is celebrated at all levels of the business. To do this, My Food Bag actively seeks to remove perceived

or tangible barriers to becoming part of the My Food Bag team and provides equal opportunities based on performance and

potential.

My Food Bag has a written Inclusion and Diversity Policy that is available on the My Food Bag investor website. The guiding

principles of this policy include to: encourage diversity throughout the workforce; create a flexible and inclusive work environment;

leverage diversity of thought and individuality; ensure the behaviour of My Food Bag’s leaders reflects its values; attract and retain

talented people; and maintain a zero tolerance for bullying and harassment. This policy will be reviewed by the Board as required

and at least every two years.

Diversity and inclusion has been a hallmark of My Food Bag’s values since its inception, reflecting the values and expectations of the

founders of the business. These values are formalised in the written policy. The Board is generally comfortable with My Food Bag’s

core statistics with regards to diversity and inclusion, albeit it recognises there are always opportunities to further improve My Food

Bag’s workplace, including through new programmes and initiatives designed to target particular aspects of diversity and inclusion.

My Food Bag continues to review and monitor the gender pay gap for all of its permanent employees and, at 31 March 2024, the

median pay gap across the organisation was 1.44% (versus 12.77% at 31 March 2023). My Food Bag intends to continue to focus

on improving the pay equity position through annual remuneration reviews and its recruitment processes. My Food Bag measures

and publicly reports its gender pay gap annually.

In collaboration with the Board, My Food Bag has a number of initiatives to support gender diversity and inclusion, including:

maintaining a 40/40/20 gender balance at both the Board and Senior Leadership Team level (and striving for this across the wider

organisation), reducing the gender pay gap, and maintaining a Diversity and Inclusion Committee of employees to enable targeted

programs of activity to increase belonging and equity. My Food Bag also offers flexible working arrangements and a generous

parental leave policy to support new parents. During FY24, My Food Bag concentrated on driving greater cultural awareness and

understanding across the business with events to celebrate Lunar New Year, Diwali and Māori Language week across our sites, as

well as efforts to develop a better understanding of accessibility in the workplace. A further update on My Food Bag’s diversity and

inclusion initiatives, including any formal measurable objectives adopted, will be provided in next year’s Annual Report (or other

corporate governance reporting).

1. Audit and Risk Committee.

2. Nomination and Remuneration Committee.

3. Marketing Committee.

The Board recognises that gender is one important and commonly reported measure of diversity. The gender composition of

permanent staff at My Food Bag as at the last two balance dates is set out in the table below.

2023

1, 3

2024

1, 3

FemaleMaleFemaleMale

Directors3332

Officers

2

4343

Other employees1219010490

Total12 89611195

DIRECTOR TRAINING

On appointment, all Directors receive a comprehensive induction from the business to familiarise themselves with My Food Bag’s

management and operations. Under its charter, the Board has also committed to ensure that new Directors are appropriately

introduced to My Food Bag’s management and business, are acquainted with relevant industry knowledge and receive all

appropriate papers, policies and documents to enable them to discharge their duties effectively. Visits to specific operations of the

business are arranged, when appropriate, and reports and presentations from management are incorporated into the Board meeting

schedule on a regular basis.

More generally, Directors are expected to maintain appropriate levels of financial, legal and industry understanding, and are

encouraged to take responsibility for their own professional development, including by attending relevant courses or conferences

and through membership of industry bodies such as the NZ Institute of Directors. Each Director is also entitled to access Company

information and to seek independent advice in respect of their role as a Director should the need arise.

BOARD PERFORMANCE

The Board has committed to critically evaluate its own performance and the performance of individual Directors every two years

(as well as to review My Food Bag’s key policies and charters). In addition, the Chair of the Audit and Risk Committee reviews that

Committee’s performance at least every two years and is required to report her findings to the Board. The Directors are in the process

of preparing a framework for this performance evaluation which is likely to be completed in 2024 and include both an internal, self-

directed evaluation as well as potentially some degree of external facilitation.

The Nomination and Remuneration Committee is tasked with making recommendations to the Board to ensure that adequate

procedures are in place to review the performance of the Board as a whole, its Committees and the contributions of Directors.

More generally, open and constructive discussion is encouraged at all Board and Committee meetings to ensure decisions are taken

that benefit from the diverse range of skills, experiences and perspectives of Directors – in this regard, each Director is expected to

fully participate in meeting discussions, having read all Board and briefing papers provided.

INDEPENDENCE

The Board currently comprises five Directors. All Directors are non-executive Directors. The Board has considered which of the

Directors are independent Directors for the purposes of the NZX Listing Rules and has determined that, as at 22 May 2024 (the

date of this corporate governance statement), four Directors are independent Directors, including the Chair and the Chair of

the Audit and Risk Committee. The independent Directors are Tony Carter, Jen Bunbury, Sarah Hindle and Mark Powell. Cecilia

Robinson is not considered to be independent at this time due to her long association with My Food Bag, including as co-founder.

Directors are required to inform the Board of any change in circumstances that may affect their independence.

The positions of Chair of the Board and CEO of My Food Bag are held by different people.

The Board’s standards for determining independence of Directors includes the non-exhaustive factors set out in Recommendation

2.4 of the NZX Code, and requires the Board to ultimately assess whether a Director’s interest, position, association or relationship

might interfere, or might reasonably be seen to interfere, with that Director’s capacity to bring an independent judgement to bear on

1. As at 31 March in each year.

2. In accordance with NZX Listing Rule 3.8.1(c), an “Officer” for this purpose means a person who is concerned or takes part in the management of an issuer and reports directly to the

Board or a person who reports to the Board. In My Food Bag’s circumstances, this category of person comprises members of the Senior Leadership Team.

3. Directors, officers and other employees are also given the option to elect to not specify their gender or to identify as non-binary.

OTHER INFORMATION

Corporate Governance Statement (continued)
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024

6362

issues before the Board, to act in the best interests of the Company and to represent its shareholders generally. The Board assesses

the independence of Directors on their appointment and at least annually thereafter. If there is a change in the Board’s determination,

it will be announced to the market.

The Company maintains an Interests Register. Any Director who is interested in a transaction with the Company must immediately

disclose to the Board the nature, monetary value and extent of that interest. A Director who is interested in a transaction may attend

and participate at a Board meeting at which the transaction is discussed, but may not be counted in the quorum for that meeting or

vote in respect of the transaction, unless it is one in respect of which Directors are expressly required by the Companies Act 1993

to sign a certificate. The particulars of entries made in My Food Bag’s Interests Register during FY24 are included in the Other

Disclosures section of the Annual Report.

Principle 3 – Board Committees

“The board should use committees where this will enhance its effectiveness in key areas, while still retaining board responsibility.”

AUDIT AND RISK COMMITTEE

The Company has an Audit and Risk Committee which operates under its own written charter. The members of the Audit and Risk

Committee are currently the same as the Board, except that the Chair of the Audit and Risk Committee is Jen Bunbury who has a

background in financial services and was previously the Chief Financial Officer of another major listed company. Like the Board, the

Audit and Risk Committee is majority independent and comprises solely non-executive Directors of the Company.

The Committee may, in its discretion, invite the Company’s external auditors (currently Ernst & Young), CEO, CFO, Financial

Controller and others, as appropriate, to attend committee meetings. The Committee meets formally at least three times a year,

including in the lead up to the release of half-year and annual results.

NOMINATION AND REMUNERATION COMMITTEE

The Company has a combined Nomination and Remuneration Committee which operates under its own written charter. The members

of the Nomination and Remuneration Committee are currently the same as the Board, and the Chair of this Committee is Mark Powell

(having replaced Jon Macdonald part way through FY24). Like the Board, the Nomination and Remuneration Committee is majority

independent and comprises solely non-executive Directors of the Company.

The primary responsibilities of the Nomination and Remuneration Committee include to identify and make recommendations to the

Board in respect of Director nominations (including casual vacancies and composition of Committees), to review and recommend to

the Board appropriate remuneration of non-executive Directors, and to review and approve annually the remuneration strategy for

My Food Bag, including specific responsibilities in relation to the CEO and his direct reports.

Management is only invited to attend meetings of the Nomination and Remuneration Committee at the invitation of the Committee.

The Committee meets formally at least three times a year.

OTHER COMMITTEES

The Company has a Marketing Committee which operates under its own written charter. The Marketing Committee was first

established in FY23 to have greater oversight over, and input into, My Food Bag’s marketing strategy and execution. The Chair of the

Marketing Committee is Cecilia Robinson and the other two members are Mark Powell and Sarah Hindle. This Committee currently

meets on a quarterly basis.

The Board does not consider that it is necessary at this time to establish any other standing committees. However, from time to time

the Board may seek to establish ad hoc or special purpose committees to examine, or have the delegated authority to deal with,

specific issues.

TAKEOVER PROTOCOLS

The Board has established detailed takeover protocols to assist My Food Bag to prepare for, and to respond to, any unsolicited

approaches or proposals it may receive in relation to a takeover. These protocols would help to inform the Board of their roles and

responsibilities with respect to any approach or proposal, assist the Board and its advisers in developing and executing a response

strategy, and act as a basic guide on the process for any takeover offer. These protocols include the option of forming a committee to

investigate and consider the approach or proposal, with that committee to be comprised of Directors who are independent and not

interested in the relevant approach.

Principle 4 – Reporting and Disclosure

“The board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of corporate disclosures.”

CONTINUOUS DISCLOSURE

My Food Bag is committed to ensuring that all investors have equal, full and timely access to material information about the

Company that is accurate, balanced, meaningful and consistent.

The Company has established a written Continuous Disclosure Policy which sets out the internal principles and processes designed to

ensure that the Company complies with the continuous disclosure obligations under the Financial Markets Conduct Act 2013 and the

NZX Listing Rules. The Board has adopted this policy and it applies to all members of the Board as well as senior managers, officers,

employees and contractors of, and secondees to, My Food Bag. Directors formally consider at each Board meeting whether there is

material information which should be disclosed to the market to comply with the Company’s continuous disclosure obligations.

The Continuous Disclosure Policy is available to view on the My Food Bag investor website.

CHARTERS AND POLICIES

Information about My Food Bag’s corporate governance framework (including its Code of Ethics, Board and Committee Charters,

Securities Trading Policy and other key governance policies) is available to view on the My Food Bag investor website at

https://investors.myfoodbag.co.nz/investor-centre/.

REPORTING

Financial reporting

My Food Bag publishes its half-year and audited full-year financial statements that are prepared in accordance with the relevant

financial reporting standards. The audited full-year financial statements for FY24 are included in the Annual Report.

The Audit and Risk Committee oversees the quality and integrity of external financial reporting including the accuracy, completeness

and timeliness of financial statements. The Committee is committed to providing balanced, clear and objective financial reporting. It

reviews half-year and annual financial statements and makes recommendations to the Board concerning accounting policies, areas

of judgement, compliance with accounting standards, stock exchange and legal requirements, and the results of the external audit.

Non-financial reporting

Non-financial information is included throughout the Annual Report, including in relation to My Food Bag’s general environmental,

governance and social sustainability factors and practices. For more information, refer to the Environmental, Social and Governance

section of the Annual Report.

Although My Food Bag is not required to comply with the new climate-rated disclosure regime, it recognises the opportunity to further

formalise its sustainability framework and to set a clear set of operational or non-financial targets which are aligned with My Food

Bag’s strategy, values and reputation, albeit which are appropriate and reasonable for the current size of the organisation. My Food

Bag recently completed the calculation of its carbon foot print for FY23, with a reduction in emissions on both an absolute basis and

on a per-revenue basis. A further update on any initiatives advanced in this area or targets adopted (and how they are measured)

will be provided in next year’s annual report.

Principle 5 – Remuneration

“The remuneration of directors and executives should be transparent, fair and reasonable.”

DIRECTORS’ REMUNERATION

Shareholders fix the total remuneration available for Directors. The current director fee pool limit is $600,000 per annum, which

was approved by the shareholders on 14 January 2021 and is to be divided among the non-executive Directors as they determine.

Directors are entitled to be reimbursed for all reasonable travel, accommodation and other expenses incurred by them in connection

with their attendance at Board or shareholder meetings, or otherwise in connection with the Company’s business. No additional fees

are paid to any Director for their role on any Board Committee.

The Directors do not receive any performance- or equity-based remuneration. This reflects the differences in the role of the Directors,

which is to provide oversight and strategic direction, and the role of management, which is to operate the business and execute My

Food Bag’s strategy.

OTHER INFORMATION

Corporate Governance Statement (continued)
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6564

Under NZX Listing Rule 2.11.3, if the total number of Directors subsequently increases, the Directors are permitted (without seeking

shareholder approval) to increase the total remuneration by the amount necessary to enable the Company to pay the additional

Director or Directors remuneration not exceeding the average amount then being paid to the existing Directors (other than the Chair).

The actual remuneration of Directors of the Company in respect of FY24 is included in the Other Disclosures section of the

Annual Report.

REMUNERATION POLICY

The Nomination and Remuneration Committee is responsible for reviewing and recommending to the Board appropriate

remuneration for the non-executive Directors. Where appropriate, the Board will consider advice of independent remuneration

consultants when setting remuneration levels and other relevant factors when recommending Directors’ fees to shareholders. The

Board adopted a separate remuneration policy for the remuneration of directors on 29 April 2024. The Board will not be seeking

any increase in the current fee pool limit of $600,000 at the upcoming annual meeting.

My Food Bag has a separate remuneration policy that provides a framework for setting and reviewing remuneration arrangements

for the officers of My Food Bag. This policy is administered by the Nomination and Remuneration Committee. The Committee may

seek external advice on remuneration matters as it deems appropriate and will make recommendations to the Board in regard to the

CEO’s contractual arrangements, including remuneration. The Committee may also endorse the CEO’s recommendations on the total

remuneration packages for his direct reports and the company generally.

When setting remuneration, My Food Bag has regard to market remuneration, taking into account the complexity of the business itself,

and also carefully considers the scale and complexity of the role and its performance requirements and expectations.

In respect of FY24, the remuneration of the CEO and other members of the Senior Leadership Team included a mix of fixed and

variable components, summarised as follows:

• Fixed remuneration – this included the relevant employee’s base salary and any direct cash or non-cash benefits

(e.g. KiwiSaver contributions and other fringe benefits such as discounted My Food Bag meal kits and car parks).

• Short term variable remuneration – members of the Senior Leadership Team were eligible to participate in a short-term

incentive plan (STI), a recurring plan which rewards achievement against prescribed performance measures. Eligibility was

determined by the Board and the CEO. Each participating employee’s STI was valued at 20% of their base salary (or 15% for

invitees that are not part of the Senior Leadership Team), with a payout range of up to 150% in circumstances of outperformance

against the agreed targets. In FY24, the STI was based 60% on company performance (an EBITDA target) and 40% on

individual performance (based on individual measures generally agreed between the CEO and the individual eligible

employees). The value and split for the CEO’s STI was slightly different and is set out in the Other Disclosures section of the

Annual Report. The company performance target was not met in respect of FY24, but the individual performance component

was capable of being paid out to eligible employees depending on the outcome of their annual performance review. The STI is

generally intended to operate in the same manner in respect of FY25.

• Long term variable remuneration – members of the Senior Leadership Team (and certain other senior employees of the

business based on job grading) were invited to participate in the My Food Bag’s long term incentive plan (LTI) which continued

to operate in FY24. This LTI operates as a performance share rights plan and aims to: (1) assist in the reward and retention

of eligible employees; (2) drive longer-term business performance; and (3) align the interests of eligible employees with the

interests of shareholders. The conditions attaching to the grants made under the LTI during FY24 comprised retention over the

vesting period of two years and (as to 50% of the performance rights issued to each eligible employee) the achievement of

a performance hurdle measured by reference to My Food Bag’s relative total shareholder returns over that vesting period.

The value of these grants was generally between 20% and 30% of base salary, depending on the job grading of the eligible

employee. The grant made to the CEO was slightly different insofar as it was entirely performance based.

The LTI is intended to operate during FY25, albeit with a smaller pool of participants limited to certain senior management

employees and with the rights granted to be entirely performance-based and measured by reference to an absolute total

shareholder return over a three year vesting period (subject to a partial acceleration after two years, depending on the

shareholder return). More information in relation to these grants will be provided at the time new performance rights are issued.

A breakdown of employees of My Food Bag, not being Directors of the Company, who received remuneration and other benefits in

their capacity as employees that exceeded $100,000 during FY24 is included in the Other Disclosures section of this Annual Report.

The remuneration arrangements in relation to the CEO are also included in that section of the Annual Report for the purposes of

Recommendation 5.3 of the NZX Code.

Principle 6 – Risk Management

“Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The board should

regularly verify that the issuer has appropriate processes that identify and manage potential and material risks.”

RISK MANAGEMENT FRAMEWORK

My Food Bag is committed to the process of identifying and mitigating material risks and has systems, policies and procedures in

place to manage risks and to protect My Food Bag and its employees, customers, shareholders and other stakeholders. While no risk

management system can ever be infallible, the overriding objective at My Food Bag is to make sure that at all times material risks are

appropriately identified and managed within acceptable levels.

The Board is ultimately responsible for endorsing My Food Bag’s risk management framework and policies, monitoring compliance,

reviewing risk registers, considering advice and recommendations made by the Audit and Risk Committee and, where appropriate,

responding to serious risk incidents.

The CEO and other members of the Senior Leadership Team are required to review, approve and take ownership of the day-to-day

management and operation of My Food Bag’s risk management framework and associated policies and procedures. This includes

identifying new risks within each senior employee’s area of responsibility, allocating “risk owners” to each risk, maintaining a risk

register, undertaking periodic risk assessments and preparing appropriate risk mitigation plans or controls. This risk management

framework is embedded into My Food Bag’s processes, including the annual planning and budgeting processes, project

management, procurement and reporting.

As a general rule, different risks will have different risk treatments depending on the severity and nature of the risk – these risk

treatments include avoidance, mitigation, acceptance and transfer (e.g. through insurance or contract).

The Board is provided with updates from the Senior Leadership Team at least every quarter, including an update on any new risks

identified, the status of any risk incidents that have occurred (or are heightened or emerging) and the adequacy of any action plans

and controls. More generally, risk owners report any risk incidents that have occurred (or are heightened) (including new risks that

have emerged) to the Senior Leadership Team as soon as practicable so that they can consider how best to manage or control

that risk. If the matter escalated is material, it will be promptly reported to the Board. At the same time, the CFO and the Board will

consider whether any disclosure is required to the market under the Company’s continuous disclosure obligations. From time to time

the business will simulate an event that causes disruption to its operations and use that as an opportunity to test and refine its controls.

PRINCIPAL BUSINESS RISKS AND KEY STRATEGIES TO MITIGATE

My Food Bag is currently focused on the following principal business risks across its business (not including health and safety

risks which My Food Bag separately focuses on). These risks are dynamic and in the future the importance or extent of each risk

may change, or new risks and uncertainties may materialise, owing to changes in economic or environmental conditions, the

regulatory environment and other factors (e.g. more frequent extreme weather events). For the purposes of this Annual Report

and Recommendation 6.1 of the NZX Code, a high-level description of these principal business risks is provided below

1

.

AreaDescription of riskKey strategies to mitigate

Customer acquisition

and retention

Our growth depends on customer acquisition

and retention.

Acquiring new customers is challenging in a

competitive market and depends on successful

marketing campaigns.

The cost to switch to a competitor is

low, retention is generally driven by the

customer experience.

My Food Bag has a Marketing Committee, designed

to have greater oversight over, and input into, our

marketing strategy and execution.

We use marketing campaigns, including promotions

and loyalty programmes, to drive frequency and

favourable brand mix.

We continue to innovate to appeal to our

customers and recognise and adapt to changes in

customer preferences or behaviour. We continue

to improve the customer experience through

digital enhancements and a focus on operational

performance and choice.

OTHER INFORMATION

1. Certain financial risks are separately disclosed in the audited FY24 financial statements included in this Annual Report.

Corporate Governance Statement (continued)
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024

6766

AreaDescription of riskKey strategies to mitigate

Competition Customers may switch to existing competitors,

including in response to discounting or other

promotions, or a new competitor may enter the

market and seek to gain market share.

My Food Bag already operates in this competitive

industry as a long-standing meal-kit provider.

We have high levels of brand advocacy, a diverse

product range, and experience in adapting our

strategy in response to the actions of competitors

and changes in consumer spending.

InflationInflation could impact the cost of ingredients

and put pressure on My Food Bag's margins.

Higher costs of living could put financial

pressure on customers, and they may be less

able to absorb price increases or may trade

down to cheaper substitutes (within My Food

Bag's brands or otherwise).

As noted above, we retain some ability to preserve

margins by substituting ingredients, changing

upcoming menus or seeking to pass on sustained

price increases to customers.

Food safety Customers could become unwell as a result

of eating our products (e.g. where products

contain foreign objects or harmful bacteria).

We may have to withdraw products. Our

reputation could be impacted and we may

face other regulatory consequences.

We have strict and thorough procedures in place

for food handling and safety. These include inward

checks of ingredients, monitoring cold chain settings,

removal of damaged products, maintenance of

incident registers and quality control standards,

and checks of products prepared by third parties.

We continually monitor customer feedback

and have strict supplier standards, including

an “Approved Supplier Programme”. Regular

food safety audits are undertaken to ensure our

procedures meet recommended standards. We

also have procedures to ensure adherence to

labelling standards.

IT and data security Access to our IT systems could be impacted

(e.g. by a cyber-attack) and we may be unable

to communicate with our customers or suppliers

effectively. This could impact our ability to

accept orders or fulfil our commitments.

We have systems and processes in place to lessen

the likelihood that our business would be subject

to or affected by a cyber-attack. This includes

compliance with high standards of data protection

and frequent identification and reporting on any

weaknesses or issues in our existing system.

We have a detailed cyber security road map in

place that is focussed on improving controls and

mitigations in a number of areas of cyber security,

including the key risks: DDoS; Ransomware and

Data breach.

We have also implemented alternative

communication channels for our customers, have

good relationships with our suppliers, have backup

systems in place to ensure data and business

continuity is maintained and do not hold any

customer credit card details.

Product assembly Product assembly could be disrupted by

an event (e.g. fire, power outage or lack of

availability of temporary labour). This could

result in us being late or unable to deliver to

customers, which could lead to refunds, credits

or cancelled subscriptions.

We operate separate assembly centres in the

North and South Island, with robust systems and

procedures in place to prevent serious disruption.

Assembly centres have heat and smoke detection

systems to identify fires before they spread.

Windsock and ammonia alarms are included

at assembly centres that utilise ammonia as

a refrigerant.

We also maintain relationships with a range of

temporary labour suppliers to mitigate risks of

temporary labour shortages or cost pressure.

AreaDescription of riskKey strategies to mitigate

Distribution Our distribution network could be interrupted

(e.g. by weather or road closures). This could

result in us being late or unable to deliver to

customers, which could lead to refunds, credits

or cancelled subscriptions. Products could also

be stolen or damaged.

We use a reliable third-party distributor, New

Zealand Post, with an extensive NZ distribution

network. We also have alternative transport

providers available to us at short notice for all main

centres. Appropriate driver training and insurance

is arranged.

Our ‘Customer Love’ team has a response plan in

place to communicate with customers impacted

by disruption to the distribution network. Following

the North Island weather events early in 2023,

a business continuity plan for flood events

was developed.

We prepare ‘buffer bags’ each week to cover

damaged or lost orders, and we have alternative

sales channels in place that we can utilise.

Ingredients An ingredient could become unavailable (e.g.

due to inclement weather) or more expensive,

impacting our ability to satisfy customer needs.

We retain an ability to substitute ingredients, change

up and coming menus, delay production, or seek

to to pass on sustained price increases to customers.

We communicate any changes clearly and

appropriately with our customers.

Brand and marketing A brand ambassador or promoter could be

brought under public scrutiny and bring into

question the integrity of our brand and cause

a loss of goodwill and customer trust.

We have a long association with our brand

ambassadors and go through a careful process

when selecting new brand ambassadors.

We also monitor content and follow up rapidly if

any inappropriate or offensive content is identified.

HEALTH AND SAFETY

My Food Bag is very conscious of the importance of health and safety. The business adopts a systematic approach to the

management of health and safety risks and has comprehensive health and safety documentation in place. Detailed health and

safety policies, standards and procedures are implemented alongside hazard and risk management processes, including an incident

notification and management system. The business encourages active involvement by Directors, management, employees and

contractors to participate in improving health and safety within the organisation.

The specific initiatives and programmes established by My Food Bag during FY24 in relation to health and safety are discussed in the

spotlight on health, safety and wellbeing section of the Annual Report.

OTHER INFORMATION

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Corporate Governance Statement (continued)

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Principle 7 – Auditors

“The board should ensure the quality and independence of the external audit process.”

AUDIT

My Food Bag is committed to maintaining auditor independence, consistent with best-practice governance and regulatory

requirements. The Company has adopted an Auditor Independence Policy that is administered by the Audit and Risk Committee.

The objective of this policy is to ensure that My Food Bag’s auditors carry out their functions independently and without impediment,

safeguarding the reliability and credibility of My Food Bag’s external financial reporting. The policy addresses Recommendation

7.1 of the NZX Code and includes the criteria for approval of an external audit firm, the monitoring of audit impendence, the

audit rotation requirements, the circumstances where it may be appropriate for an auditor to provide non-audit services and the

responsibilities of My Food Bag (including in relation to the monitoring of audit performance, value and fees). Ernst & Young is My

Food Bag’s external audit firm, having been first appointed to this role in 2017. The current lead audit partner from Ernst & Young

was first appointed during FY24.

Ernst & Young, as auditor of the FY24 financial statements, will be invited to attend this year’s annual shareholders’ meeting and will

be available to answer questions about the conduct of the audit, preparation and content of the auditor’s report, accounting policies

adopted by the Company and the independence of the auditor in relation to the conduct of the audit.

While the Company does not have a dedicated internal audit function, it has, in addition to the Company’s external audit process,

an internal framework through which it seeks to review, evaluate and continually improve risk management and internal control

processes. Where appropriate, more specific audits are carried out by My Food Bag using external providers or regulators.

Principle 8 – Shareholder rights and relations

“The board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage them to

engage with the issuer.”

SHAREHOLDER INFORMATION

My Food Bag’s maintains an investor website that contains a comprehensive set of investor-related materials and data, including

market disclosures and media releases, annual reports, share-price and dividend information, shareholder meeting materials and

all My Food Bag’s important governance charters and policies.

SHAREHOLDER COMMUNICATION

Shareholders have the option of receiving their communications electronically, including by email, and are actively encouraged to take

up this option. My Food Bag is committed to open dialogue with shareholders and welcomes investor enquiries. Following each results

announcement, My Food Bag holds an investor call to present the results and to allow investors to ask questions.

RIGHT TO VOTE ON MAJOR DECISIONS

In accordance with the Companies Act 1993, the Company’s constitution and NZX Listing Rules, the Company refers any significant

matters to shareholders for approval at the annual shareholders’ meeting, and shareholders are given the opportunity to vote

by proxy ahead of the meeting or by polling if attending the meeting in person or virtually. If a significant transaction or decision

requiring shareholder approval were to arise outside the period of the annual shareholders’ meeting, a special meeting of the

shareholders would be called by the Board to allow shareholders to consider and vote on that matter.

NOTICE OF ANNUAL SHAREHOLDER MEETINGS

The annual meeting of shareholders is held at a convenient time and location and this year is anticipated to be run as a hybrid

meeting (being a combination of the physical meeting as well as a virtual online meeting). The annual shareholders’ meeting is

expected to be held on 16 August 2024. The Notice of Meeting will be circulated at least 20 working days before the meeting

and will also be posted on the My Food Bag investor website.

Other Disclosures

STOCK EXCHANGE LISTINGS

The Company’s ordinary shares are listed and quoted on the NZX Main Board under the company code ‘MFB’. On 23 June 2023,

the Company’s application to be delisted from the ASX was accepted. The Company’s shares are no longer quoted on the ASX and

are no longer able to be traded on the ASX.

PRINCIPAL ACTIVITIES

My Food Bag’s principal activity remains the commercial operation of a meal kit business. There has been no material change in the

nature of My Food Bag’s business, or the classes of business in which the Company has an interest, during FY24.

MY FOOD BAG DIRECTORS

The Directors of the Company holding office as at 31 March 2024 are noted below.

NameDate of appointmentIndependence

Tony Carter (Chair)14 January 2021Independent

Sarah Hindle14 January 2021Independent

Jen Bunbury14 January 2021Independent

Cecilia Robinson 19 August 2022Non-Independent

Mark Powell1 November 2022Independent

Jon Macdonald ceased to be a Director of the Company on 31 December 2023.

The current Directors of the Company’s only subsidiary, My Food Bag Limited, are Mark Winter (CEO) and Louise Newsome

(CFO). Ms Newsome was appointed on 3 April 2024 (after the Company’s balance date) in connection with her appointment to

the permanent CFO role. Leanne Dekker, the previous CFO, ceased to be a director of My Food Bag Limited on 19 January 2024

(to coincide with her departure from the business).

OTHER INFORMATION

Other Disclosures (continued)
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7170

DISCLOSURE OF DIRECTORS’ INTERESTS

The Company maintains an Interests Register in which particulars of relevant transactions and matters involving the Directors are

entered. Details of the interests entered during FY24 are recorded below.

General disclosures

The following are particulars of general disclosures of interest made by Directors of the Company (or its subsidiary) holding office

as at 31 March 2024, pursuant to section 140(2) of the Companies Act 1993. Each Director will be regarded as interested in all

transactions between My Food Bag and their disclosed companies, trusts or persons (or their subsidiaries, which are not specifically

listed in the table below):

DirectorGeneral disclosure

Tony CarterT R Group Limited (director)

Datacom Group Limited (director)

Capital Solutions Limited (adviser)

Capital Training Limited (adviser)

Fonterra Independent Selection Panel (member)

Loughborough Investments Limited (director)

Maurice Carter Charitable Trust (trustee)

Skin Institute Holding Company Limited (director)

The Interiors Group Holdco Limited (director)

Royal Auckland and Grange Golf Club (captain)

Ravensdown Limited (director)

The Warehouse Group Limited (director) (effective 1 May 2024)

Jen BunburyFenway Capital Limited (director)

Oyster Property Group Limited (director) (ceased 12 April 2024)

Oyster Industrial Limited (director) (ceased 12 April 2024)

Cecilia RobinsonTend Health Holdings Limited (director)

TLC Property Holdings Limited (director)

The Robinson Duo Limited (director)

Robinson Nominees Limited (director)

Pie Funds Management Limited (director)

Mark PowellBapcor Limited (director)

JB Hi-Fi Group Limited (director)

Tahi Electrical Limited (director)

STIHL Pty Ltd (Australia) (director)

For completeness, during FY24 Mr Carter ceased to be a director of Vector Limited (effective 28 September 2023).

Mr Powell ceased to be a director of Kiwi Property Group Limited (effective 19 May 2023) and 7-Eleven Australia Pty Ltd

(effective 31 March 2024).

There were no specific disclosures made by Directors of the Company or its subsidiary during FY24 of any interests in transactions

entered into by the Company or its subsidiary.

Use of Company information

There were no notices from Directors of the Company or its subsidiary requesting to disclose, use or act on My Food Bag’s

information received in their capacity as Directors.

Indemnity and insurance

The Company has granted indemnities in favour of each of its Directors (and the Directors of its subsidiary) as permitted by the

Companies Act 1993 and the Financial Markets Conduct Act 2013. The Company also maintains Directors’ and Officers’ liability

insurance for all Directors and officers of the Company and its related companies. This insurance is renewed annually and was most

recently renewed on 15 April 2024.

Directors holding of securities

Directors are encouraged (but not required) to hold shares in the Company in order to more strongly align their interests with the

interests of shareholders. Details of the ordinary shares of the Company in which each Director has a relevant interest (as defined in

the Financial Markets Conduct Act 2013) as at 31 March 2024 are set out below:

DirectorNature of relevant interestShares

Tony Carter20% or more interest in Loughborough Investments Limited, resulting in

Tony being deemed to have the same relevant interest in the shares as

Loughborough Investments Limited. 200,000 of these ordinary shares are

held by FNZ Custodians Limited as custodian for Loughborough Investments

Limited.

254,054

Sarah HindleRegistered holder and beneficial owner10,811

Jen BunburyRegistered holder as trustee of the Jennifer L Bunbury Trust26,216

Cecilia RobinsonRegistered holder as trustee of the APL Holdings Trust19,015,933

Mark PowellRegistered holder and beneficial owner275,94 0

OTHER INFORMATION

Other Disclosures (continued)
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7372

Securities dealings of Directors

For the purposes of section 148(2) of the Companies Act 1993, Directors disclosed the following acquisitions or disposals of relevant

interests (of the nature described in the previous table) in the Company’s ordinary shares during FY24. No shares were acquired or

disposed of by a Director during any “blackout” period of trading prescribed by the Company’s Securities Trading Policy.

DirectorDate Nature of transactionConsideration (NZ$)Shares

Mark Powell12 Dec 2023Acquisition$20,000170,940

Tony Carter12 Dec 2023Acquisition$11,700100,000

Cecilia Robinson15 Dec 2023Acquisition$875,0007,000,000

Cecilia Robinson20 Dec 2023Acquisition$687,8514,585,675

REMUNERATION

Employee remuneration

All employees of My Food Bag are employed by My Food Bag Limited. The number of employees and former employees of My

Food Bag Limited, not being directors of the Company, who, in their capacity as employees, received remuneration and other

benefits the value of which was or exceeded $100,000 during FY24 is set out in the table of remuneration bands below.


Remuneration (NZ$) Number of employees

100,000 to 109,9999

110,000 to 119,9997

120,000 - 129,9996

130,000 - 1399993

140,000 - 149,9993

150,000 - 159,9994

160,000 - 169,9991

170,000 - 179,9993

180,000 -189,9992

190,000 -199,9991

220,000 - 229,9992

230,000 - 239,9991

250,000 - 259,9991

360,000 - 369,9991

370,000 - 379,9991

630,000 - 639,9991

The remuneration figures include all monetary amounts actually paid to employees and former employees during FY24, including:

base salaries; short-term incentives (if any) paid in FY24 (relating to FY23); vested share rights; and if the employee is a KiwiSaver

member, contributions of 3% of gross earnings towards that employee’s KiwiSaver scheme. The figures do not include amounts paid

after 31 March 2024 relating to FY24; share rights that have been granted but not yet vested (including those rights granted under

My Food Bag’s incentive schemes); and fringe benefits provided to employees such as product concessions or car parking.

Directors’ remuneration and other benefits

The total remuneration and value of other benefits received by each Director in respect of FY24 is set out below. All of this

remuneration reflects the fees paid to each individual in the ordinary course for services provided in their capacity as a director

of the Company.

Director

Total remuneration and value of other

benefits received in respect of FY24¹

Tony Carter (Chair)$140,000

Jon Macdonald$63,750

Sarah Hindle$85,000

Jen Bunbury$85,000

Cecilia Robinson$85,000

Mark Powell$85,000

Shareholders fix the total remuneration available for Directors. The current Director fee pool limit is $600,000 per annum, which was

approved by the shareholders on 14 January 2021 and is to be divided among the non-executive Directors as they determine. The

current Directors do not receive any performance or equity-based remuneration. No additional fees are paid to any Director for their

role on any Board Committee.

Directors are entitled to be reimbursed for all reasonable travel, accommodation and other expenses incurred by them in connection

with their attendance at meetings, or otherwise in connection with the Company’s business.

No employee of My Food Bag that is appointed as an executive director of the Company’s subsidiary, My Food Bag Limited,

receives or retains any remuneration or other similar benefits for acting in their capacity as a Director, except for the benefit of

indemnification and insurance referenced above.

CEO REMUNERATION

Mark Winter is the Chief Executive Officer (CEO) of My Food Bag. The remuneration and other benefits paid to Mr Winter during

FY24 is set out in the table below.

Remuneration – Mark WinterFY24 (NZ$)FY23 (NZ$)

Base salary

2

$520,000$248,538

Other benefits

3

$119,200$7,456

Mr Winter did not receive payment of any short term incentive during FY24 in respect of FY23. However, as noted below, Mr Winter

was entitled to receive the individual component of the STI in respect of FY24.

1. Directors’ fees are gross amounts in NZD and exclude GST (where applicable) and are rounded to the nearest dollar. The remuneration for Jon Macdonald reflects the fact that he was

only a Director of the Company for part of FY24.

2. Base salary is not at risk. For comparison, Mr Winter’s annualised base salary as CEO for FY23 was $520,000.

3. Includes a contribution of 3% of gross earnings towards Mr Winter’s KiwiSaver scheme and a one-off bonus of $100,000 paid in connection with Mr Winter’s appointment as CEO

following the departure of the previous CEO.

OTHER INFORMATION

Other Disclosures (continued)
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7574

CEO PAY FOR PERFORMANCE (FY24)

Mr Winter was eligible to participate in the Company’s Short Term Incentive plan (STI) in FY24. This is a recurring STI plan, which

rewards achievement against prescribed performance measures. Details of the STI that operated in respect of FY24 for the CEO is

described in the table below.

DescriptionPerformance Measures% of STI Achieved

STISet at 40% of base salary, with a payout

range of up to 150% for overachievement

against agreed performance targets.

20% based on individual performance

(measured against agreed KPIs set with

the Board) and 80% based on company

performance (an EBITDA target).

20% (paid out at 120%

given the achievement

against the individual

component)

Mr Winter also participated in the Company’s Long Term Incentive scheme (LTI) in 2024. No performance rights previously granted

to Mr Winter vested (or were capable of vesting) in FY24. The grants that have been made to Mr Winter under the LTI (in his

capacity as CEO and, prior to that, CFO) are described in the table below, including the grant made in FY24. Each performance

right entitles Mr Winter to receive one share in My Food Bag on vesting, with the first performance rights scheduled to vest in 2024.

GrantRolePerformance RightsPerformance MeasuresVesting Date

July 2023

1

CEO1,344,051100% performance-based, linked to the

Company's relative TSR performance against

the NZX50.

2025

Dec 2022CEO56,369100% performance-based, linked to the

Company's relative TSR performance against

the NZX50.

2024

June 2022CFO108,22950% solely retention and 50% performance-

based, linked to the Company's relative TSR

performance against the NZX50.

2024

The extent to which those performance rights which are capable of vesting in 2024 will be determined by the Company shortly after

the release of this annual report. The retention-only component of those performance rights granted to Mr Winter in his previous role

as CFO are expected to vest. A further grant will be made to Mr Winter in 2024, with details of that grant to be disclosed to the

market at the time.

1. In 2023, a small portion of the LTI for all participants, including Mr Winter, was agreed to be paid in cash so as to maintain the desired value of each grant but remain within the restriction

on shares issues to employees in the NZX Listing Rules. This resulted in Mr Winter also being eligible to receive a cash incentive of $21,565.35 in the event that he remains with the business

at the time that his performance rights vest in 2025..

SHAREHOLDER INFORMATION

The shareholder information in this section of the disclosures has been taken from the Company’s registers.

Twenty largest shareholders (as at 22 April 2024)

Shareholder

1

Number of ordinary shares% of ordinary shares

Long Term Food Group LP38,165,965 15.74%

FNZ Custodians Limited20,055,986 8.27%

James C Robinson, Cecilia C L Robinson and

Heimsath Alexander Trustee Limited

19,015,933 7.84%

New Zealand Depository Nominee14,252,581 5.88%

Accident Compensation Corporation12,053,853 4.97%

Custodial Services Limited10,504,605 4.33%

New Zealand Permanent Trustees Limited 8,048,994 3.32%

Forsyth Barr Custodians Limited 7,721,379 3 .18 %

Theresa Elizabeth Gattung and Philippa Mary Greenwood 6,825,158 2.82%

Masfen Securities Limited 5,000,000 2.06%

Peter Duncan Garvan 4,400,000 1.81%

Carlos Edward James Bagrie, Covisory Trust Limited &

JKA Holdings Limited

3,775,639 1.56%

Lennon Holdings Limited 3,000,000 1.24%

Daniel Charles Skinner 2,833,884 1 .17 %

FNZ Custodians Limited 2,068,120 0.85%

Tea Custodians Limited 1,974,616 0.81%

Craggy Range Vineyards Limited 1,881,090 0.78%

Neville Charles Goldie, Colin John McEwan and Kevin John Roberts 1,669,570 0.69%

JBWere (NZ) Nominees Limited 1,604,557 0.66%

Kevin Lester Bowler 1,109,350 0.46%

Total165,961,28068.46%

Distribution of shareholders and shareholdings

As at 22 April 2024, the total number of voting securities of the Company was 242,437,524 fully paid ordinary shares, each

conferring on the registered holder the right to one vote on a poll at a meeting of shareholders. The distribution of these shareholders

and their shareholding at that date is shown below.

Size of holdingNumber of holders% of holders

Number of

ordinary shares% of ordinary shares

1 – 1,0002,75544%1,445,4050.60%

1,001 – 5,0001,98232%5,155,8332.13%

5,001 – 10,0005809%4,485,0281.85%

10,001 – 100,00074 712 %25,389,73510.47%

100,001 and over1613%205,961,52384.95%

Total6,225100.00242,437,524100.00

1. New Zealand Central Securities Depository Limited (NZCSD) provides a custodial depository service which allows electronic trading of securities to its members. For the purpose of this

table, shares in the Company held by NZCSD have been allocated to the applicable members. For reference, as at 22 April 2024, the total holding through NZCSD was 23,982,666

ordinary shares or 9.89% of shares on issue.

OTHER INFORMATION

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Other Disclosures (continued)

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Substantial product holders

According to notices given to the Company under the Financial Markets Conduct Act 2013, the following persons were substantial

product holders of the Company as at 31 March 2024. There were 242,437,524 ordinary shares in the Company at that date.

Substantial product holder

Number of ordinary shares in

which relevant interest is held

% of shares held at

date of noticeDate of notice

Long Term Food Group LP and

Waterman Capital (Fund 3) LP

38,165,96515.743%31 March 2023

James Robinson, Cecilia Robinson and

Heimsath Alexander Trustee Limited as

trustees of the APL Holdings Trust19,015,9337.844%21 Dec 2023

EXERCISE OF NZX DISCIPLINARY POWERS

NZX did not take any disciplinary action against the Company during FY24. In particular, there was no exercise of powers by NZX

under NZX Listing Rule 9.9.3 (relating to powers to cancel, suspend or censure an issuer) with respect to the Company.

NZX WAIVERS

No waivers were granted by NZX or relied on by the Company during FY24.

AUDITOR’S FEES

My Food Bag’s external auditor is Ernst & Young (EY). Total fees payable by My Food Bag to EY in its capacity as auditor in respect

of FY24 are $148,000. No other professional services were provided by EY during FY24.

CREDIT RATING

My Food Bag does not have a credit rating.

DONATIONS

My Food Bag partners closely with the Garden to Table charity, and donated $11,452 to this charity in FY24 and collected (and

passed through) donations of $38,031 from customers. In FY24, My Food Bag also made a number of small donations totalling

$12,770 to City Mission, Movember, Rainbow Youth, SPCA, the Breast Cancer Foundation and the Heart Foundation. In addition,

and as discussed in further detail elsewhere in this Annual Report, My Food Bag regularly donates food to a number of worthwhile

New Zealand charities.

Directory

BOARD OF DIRECTORS

Tony Carter (Chair)

Jen Bunbury

Sarah Hindle

Mark Powell

Cecilia Robinson

SENIOR LEADERSHIP TEAM

Mark Winter

Chief Executive Officer

Louise Newsome

Chief Financial Officer

Paul Kelly

Chief Operations Officer

Craig Jordan

Chief Digital & Growth Officer

Cassie Ormand

Head of People & Culture

Polly Brodie

Head of Development Kitchen

Trish Whitwell

Chief Marketing Officer

REGISTERED OFFICE

Level 3, 56 Parnell Road

Parnell

Auckland 1052

New Zealand

Ph: 0800 469 366

Website: www.myfoodbag.co.nz

For enquiries about My Food Bag’s operating

and financial performance, contact investor relations:

Ph: +64 9 8869840

Email: ir@myfoodbag.co.nz

AUDITOR

Ernst & Young, Auckland

SOLICITORS

Russell McVeagh

BANKERS

ASB Bank

SHARE REGISTRY

My Food Bag’s share register is maintained by Link Market

Services Limited. Link is your first point of contact for any

queries regarding your investment in My Food Bag.

You can view your investment, indicate your preference for

electronic communications, access and update your details

and view information relating to dividends and transaction

history at any time by visiting the Link Investor Centre at

investorcentre.linkmarketservices.co.nz.

NEW ZEALAND REGISTRY

Link Market Services Limited

Level 30 PwC Tower

15 Customs Street West

Auckland 1010

New Zealand

Ph: +64 9 375 5998

Email: myfoodbag@linkmarketservices.co.nz

www.linkmarketservices.co.nz

My Food Bag Group Limited

NZBN 6113607

Key Dates

Half year results – November 2024

FY24 balance date – 31 March 2024

Annual shareholders’ meeting – 16 August 2024

Half year end – 30 September 2024

OTHER INFORMATION

myfoodbag.co.nz

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2
Mark Winter

Chief Executive Officer

My Food Bag Group Limited FY24 Result

Louise Newsome

Chief Financial Officer

PRESENTING

today

CONTENTS

My Food Bag Group Limited FY24 Result
* FY24 included a part 53rd week based on where My Food Bag’s weekly delivery cycle fell in the financial year. This last delivery weekend coincided with Easter, which (as expected) had fewer deliveries and relatively higher labour costs. The earnings associated with this part

53rd week were materially lower than usual as a result. All reported numbers are inclusive of this part 53rd week.

EBITDA is a non-GAAP measure. A reconciliation from GAAP NPBT to non-GAAP EBITDA can be found in the appendices.

REVENUE*

$

162.2m

EBITDA*

$

16.0m

NPAT

$

6.0m

48.5%

4

AOV

$

129.54

Final dividend declared

0.5cps

GROSS MARGIN %

YEAR IN

review

ACTIVE CUSTOMERS

56.8k

Delivered improved customer experience and productivity savings from
successful implementation of pick technology

Maintained gross margin in the face of inflationary pressures on inputs

Increased productivity and lowered overheads by consolidating Auckland

distribution centres

Bargain Box deliveries up 19.5% and an upweighted focus on each of the three core brands


Culture and capability investment leading to improved employee engagement

Focused on paying off debt resulting in a reduction of net debt by $3.5m

Extended customer flexibility and convenience by increasing to 96 weekly

recipes, reducing order lead times and offering more delivery days

My Food Bag Group Limited FY24 Result5

YEAR IN

review

FY24 has continued to present challenging economic conditions

leading to -7.7% reduction in YoY revenue

1
BUSINESS

update

7
Be relevant and drive active customers by delivering flexibility, convenience, and great value

Fuel MFB with

ready made

solutions

Introduce new consumers

to MFB via ready-made

offerings & new product

strategies

Step change

convenience

Our meal solutions suit

more consumers lifestyles

Seamless

customer

experience

Every interaction with My

Food Bag is easy,

inspiring and reliable

Culture

Strengthen brand

power

Utilise our brand portfolio

to win in meal kits and

meal solutions

Community

Technology & Data

Driving productivity and growth through innovative solutions

Helping

Aotearoa New

Zealand eat

and live well

We will win by growing active customers

Improving our customer's experience in FY25

My Food Bag Group Limited FY24 Result

OurWinningBrandPortfolio
My Food Bag Group Limited FY24 Result8

My Food Bagback to roots - simple, healthy, delicious

•Launched new Dinner, Done Better campaign, supported by a PR and influencer programme.

•Expanded recipe choice to 32 and targeted specific needs around gourmet, convenience &

dietary needs to focus on simplicity, taste & convenience

•Rose 3 places to 8

th

in Kantar NZ’s 2023 Customer Leadership Index

•In FY25, we re-branded MADE under My Food Bag to upweight convenience and strengthen

our position in ready made meals

Building awareness of Bargain Box as New Zealand's most affordable meal kit

•PR and content-led campaigns including supermarket comparison, price freeze, a te reo

cooking series and Saver Flavour e-cookbook reinforcing affordable eating

•Added 16 recipes, including new healthier and low carb options to improve quality and variety

•Winner of Canstar Award for Meal Kit – Most Satisfied Customers

Targeted health & weight-loss segment with revitalised Fresh Start brand

•Launch of 8 week Reset – a loyalty programme driving frequency and retention

•Communications focusing on sustainable, holistic approach to weight-loss to reach new

audiences

•New range of recipes including breakfast and lunch, to target full day solution as well as a new

Mediterranean range to increase AOV

Our portfolio of brands remains a key tool for us in navigating current economic conditions

Transforming Business Operations
Investments in supply chain made to improve growth and

create capacity for efficiency

•Completed the roll out of new pick technology at our Christchurch and

Auckland distribution centres and consolidated our two Auckland

operations (Māngere and Highbrook)

•Pick technology enables improved productivity and picking

accuracy in our distribution centres. This allows us to offer our

customers more choice and variety using less labour overall.

•Consolidating the assembly of boxes for all brands onto one site

for the North Island has enabled more recipe choice for our

Bargain Box customers and reduced overheads further.

•We have enhanced customer choice through adding 16 additional

recipe options, with a total of 96 meals now on the weekly menu

across our three core brands

My Food Bag Group Limited FY24 Result9

Operational enhancements driving improved

performance to customers

Improved picking

and quality

performance

resulting in 99%

accuracyacross H2

FY24

Supplier forecasting

enhancements

allowing customer

ordering to be

brought forward from

Sunday to Monday

NPS improved 4

points from 26 to

30 from customers

receiving boxes

packed with pick

technology

Transformed customer offering with more recipe selection and improved quality while reducing costs

Digital Platform Improvements
Throughout FY24 our in-house digital team supported the delivery of pick to light, as

well as initiatives to drive active customer, revenue and productivity outcomes

•Enhanced our Customer Messaging Platform to better communicate our offers to customers on our

website. This tool enables segmented and personalised messages for customers communicating

new features, loyalty promotions and campaigns to strengthen frequency and AOV

•Developed new forecasting capability for supplier ordering, enabling a reduction of supplier lead

times. This enabled customers an extra day to place ordersfrom a Sunday to aMonday to provide

convenience and grow active customers

•Increased the number of premium meals we offer each week at a range of surcharge prices. On

average, we’re achieving over 5% attachment each week for surcharge and gourmet upsell meals to

AOV

•Restructured our recipe data to enable future systemised menu planning, allowing us to better meet

customers recipe preferences whilst reducing production time

•We continue to develop a number of machine learning and AI opportunities across MFB aligned to

core business goals – both customer led and productivity based

My Food Bag Group Limited FY24 Result10

Investing in digital capability to increase choice, convenience and recipe innovation

m
My Food Bag Group Limited FY24 Result11

Strengthening staff engagement

•Our eNPS(internal measure of staff engagement) steadily improved,

with a score of +26 in the most recent survey (FY23:+15)

•Close to 45% of our vacancies were filled internally and turnover

reduced by 14%

•Won the Consumer Support Services Award at the CRM/CCNNZ

Contact Centre Awards

Championing learning and development

•Raising the Bar’ (our bespoke internal leadership programme) was a finalist

in the 2024 Human Resources New Zealand (HRNZ) awards for the

Learning and Development Category

•46% of our Auckland Operations team completed a numeracy and literacy

skills course

Driving diversity

•We maintained our 40% women, 40% men and 20% open gender balance

across the Senior Leadership Team and our Board

•My Food Bag Women’s Leadership Network was launched

•A Diversity, Engagement & Inclusion committee was launched

Building Team Culture and Capability

Strengthening retention and capability of our staff

Evolution of insulation to Woolkraft
- wool wrapped in eco-friendly kraft

paper, maintaining cold chain while

reducing plastic use

Continued our support of

Garden to Table

Re-evaluated our cool-chain,

significantly improving our ice pack

system, including a new ice

supplier.

Key

Initiatives

FY24

The first NZ meal kit to use 100%

water in our ice packs, instead of

the gel found in many chiller packs

Refreshed our Approved Supplier

Programme and brought it in house

Significantly reduced food waste

becoming a near-zero food waste

company

Our total recordable injury frequency

rate reduction from 2.3 in FY23 to

1.6 in FY24

The total carbon footprint and

carbon intensity of our business

reduced in FY23 versus our base

year of FY22

Community and Environmental Impact

My Food Bag Group Limited FY24 Result12

2
FINANCIAL

overview

Deliveries performance
Deliveries showed a year-on-year decline, with H2 deliveries down -2.9%

My Food Bag Group Limited FY24 Result14

•Full year deliveries of 1.25m down -7.3% on FY23

•Continued inflationary pressure on households

and low consumer confidence resulting in

more subdued demand

•Improved performance in the second half of the year

with deliveries only down -18k (-2.9%) on H2 FY23

•As New Zealand’s most affordable meal kit, Bargain

Box has demonstrated it is well placed to capitalise

on the current economic environment with deliveries

up 19.5% YoY

•In April 2023 we conducted an independent

price comparison with the New Zealand

Institute of Economic Research (NZIER) that

revealed five Bargain Box meals for a

household of four was 4.44% cheaper on

average than Countdown and New World**

*FY24 included a part 53rd week based on where My Food Bag’s weekly delivery cycle fell in the financial year. This last delivery weekend coincided with Easter, which (as expected) had fewer deliveries and relatively higher labour costs. The earnings associated

with this part 53rd week were materially lower than usual as a result. All reported numbers are inclusive of this part 53rd week.

** The price comparison compared the prices of products online from New World and Countdown against the prices of meal ingredients for Bargain Boxes 5 nights for 4. The top 5 selected Bargain Box recipes each week have been used to compare with like for like

supermarket ingredients to make those same recipes. Where necessary, prorating was used. Prices compared across 11 weeks, between 15th January and 26 March 2023. On average, Bargain Box was 4.44% cheaper, including delivery. This data was reviewed by

NZIER in April 2023.

*

Financial Performance
H2 saw operational efficiencies and a reduction in the delivery decline, leading to an H2 YoY EBITDA improvement

1,252 1,350-7.3% 1,532 1,533 1,250

$ 129.54$ 130.11-0.4%$ 126.63$ 124.40$ 122.61

162.2 175.7-7.7% 194.0 190.7 153.3

78.6 85.0-7.5% 95.5 89.2 66.0

48.5%48.4%0.1ppt49.3%46.8%43.0%

36.7 41.4-11.2% 52.7 48.8 32.7

22.6%23.5%-0.9ppt27.2%25.6%21.3%

16.0 18.2-11.8% 34.0 28.8 16.3

6.0 7.9-24.0% 20.0 2.48.2

My Food Bag Group Limited FY24 Result15

•H1 revenue was down -11.2%, in H2 the

decline reduced to -3.5% YoY

•Increased investment in discounting has

improved order frequency and stabilised

active customer base

•Gross margin % remained relatively stable

despite inflationary pressure felt throughout

the supply chain including ingredients,

labour, and fuel costs. Price adjustments

were kept to a minimum

•Operational investments in pick technology

and Auckland site consolidation have

resulted in a 1.7ppt increase in H2 YoY

contribution margin

•H2 EBITDA improved $2.0m YoY

* FY24 includes a part 53

rd

week based on where My Food Bag’s weekly delivery cycle fell in the financial year. This last delivery weekend coincided with Easter, which (as expected) had fewer deliveries and relatively higher labour costs. The earnings

associated with this part 53

rd

week were materially lower than usual as a result. All reported numbers are inclusive of this part 53

rd

week

** Company was not listed

Focus on sustainable active customer growth
•Whilst operating in a tough consumer trading environment,

we have seen our demand stabilise

•FY24 retention of new customers is in line with PY.We

have seen a 3.3% improvement in customers who received

7 or more deliveries. A signal of our ongoing efforts to bring

in and retain quality customers

•Increased advertising and promotional investment to build

brand awareness for long-term growth with differentiated

brands particularly on Bargain Box which has

comparatively low awareness

•Active customers have continued to grow since the end of

March, with our total base broadly inline with prior year

My Food Bag Group Limited FY24 Result16

Use of segmentation and multi-week offers have been used in Q4 to drive overall ROI

Active Customers are defined as the number of unique customers who have purchased in the last 13 weeks

Bargain Box success leads to small decline in AOV in FY24
The success of Bargain Box is a key driver of decreased Average Order Value

Average Order Value was $129.54, down -0.4% on FY23

driven by:

•Higher indexing to Bargain Box relative to other brands

This reduction is largely offset by:

•Small price increases to recover some input cost

pressure

•Gourmet upsell popularity

•Improved operating service levels requiring lower

compensation to customers

My Food Bag Group Limited FY24 Result17

Marketing spend upweighted to drive awareness and trial
•Marketing spend was $0.5m lower in FY24 with a focus on

brand differentiation and driving awareness on Bargain Box,

where we have seen strong outcomes as a result

•An upweighted investment in discounting relative to brand

investment was used in FY24 to drive active customer growth

and customer order frequency. Order frequency of customers

was in line with prior year and investment in discounting

continues to have a positive return on investment

•A more segmented approach to discount offerings was applied

throughout FY24 to drive return on investmentand customer

lifetime value

•The focus of FY25 marketing spend will be on building our

brands and recruiting quality customers. Continuing to embed

My Food Bag ‘Dinner, Done Better.’ brand and reinforcing

Bargain Box ‘Most Affordable Meal Kit’ positioning.

My Food Bag Group Limited FY24 Result18

Improved relative affordability in the inflationary environment
Margin improvement of 0.1ppt despite ingredient cost inflation

•Gross margin was 48.5% versus FY23 margin of 48.4%. Wecontinued to see input cost inflation throughout FY24 and made

price increasesto recover some of the cost increases

•Continued focus on maintaining value of our product at competitive price points

•The inflationary impact was offset by initiatives to reduce impact to ingredients margin

•Use of recipe development and ingredient substitution to support the management of rising input costs

My Food Bag Group Limited FY24 Result

*Gross margin is a non-GAAP measure defined as revenue less cost of goods sold (including free marketing goods)

19

Contribution margin
Contribution margin in H2 improved 1.7ppt YoY driven by action taken to reset cost base and investment in productivity

•Contribution margin is down -0.9ppt, driven by:

•Effect of diseconomies of scale driven by lower

demand YoY, particularly in H1

•Investment in capability, particularly in health

and safety and food safety quality

•Input cost pressure in ingredients, labour and

distribution costs, partially offset by price rises

in My Food Bag and Made in July and Bargain

Box in December

•Contribution margin in H2 improved 1.7ppt YoY due to

reset fixed cost base and stabilising demand

•We continue to drive efficiency initiatives to offset the

impact of inflationary pressure:

•Leveraging implemented pick technology

solutions at both our Christchurch and Auckland

assembly centres

•The consolidation of Auckland assembly centres

into one site in September

My Food Bag Group Limited FY24 Result*Contribution margin is a non-GAAP measure defined as revenue less cost of goods sold (including free marketing goods) less direct costs (assembly and distribution expenses).20

Balance sheet remains strong
The business is well positioned to continue to reduce debt

•Right-of-use assets and lease

liabilitieshave decreased with the

consolidation of Auckland assembly

sites

•Net debt has reduced by -$3.5m from

FY23with surplus cash being used to

reduce debt

•Total debt facilities of $30m in place

•The balance sheet is well positioned to

execute on future growth opportunities

My Food Bag Group Limited FY24 Result21

Free cash flow $4.0m favourable YoY
•Net cash from operating activities remains

constant at $9.8m in FY24, putting us in a strong

position to reduce net debt and recommence

payment of dividends to our shareholders in

FY25

•Capex in FY24 was under $4.0m and expected

to reduce in FY25

•A final dividend for FY24 of 0.5 cps has been

declared, fully imputed and to be paid inJune

2024

•FY24 dividend payout ratio is lower than MFB's

policy of distributing between 70-90% of NPAT to

continue to reduce debt and preserve cashflow

•The Board expects to continue paying dividends

in FY25

My Food Bag Group Limited FY24 Result

*EBITDA is a non-GAAP measure. A reconciliation from GAAP NPBT to non-GAAP EBITDA can be found in the appendices.

22

3
FY25

outlook

•Health and wellness, provenance, convenience, and ecommerce are enduring trends for customers, and we are well
positioned across our portfolio of brands to capitalise on this

•We strongly believe there continues to be opportunity for further growth across our brands, demonstrated by Bargain Box

deliveries growing 19.5% in FY24. We are confident of gaining a bigger share of our competitors’ customer-base – meal

kits and supermarkets – by reinforcing the value of our product offering

•Our philosophy is to invest in our brands for the health and growth of our business. We will do this through four key

priority areas; further strengthening our brands, continuing to improve convenience, building a seamless customer

experience and fuelling our offer with unique ready-made solutions

•These priority areas will be supported by reinforcing and building on our company culture, our community of Kiwi

customers and our technology and data expertise ​

Strategically driving active customer growth by better suiting customers lifestyles

My Food Bag Group Limited FY24 Result24

My Food Bag - match fit for the future

•Our FY25 strategy is focused on driving active customer growth by better suiting customers lifestyles now and in
the future

•We have reset our cost base with an ongoing focus on productivity

•We are investing to strengthen our offer and brand awareness to grow active customers

•We are encouraged by the start to FY25, with the first 8 weeks of trading showing overall net sales and active

customers (59,009) broadly in line with the prior year and our partnership with the New Zealand Olympic Team

having been successfully launched

•Capex requirements are forecast to normalise to approximately $3.0m - $3.5m, supporting stronger cash flows

•The Board has declared a final FY24 dividend of 0.5 cents and expects to continue to pay dividends in FY25

•An update on FY25 trading will be provided at our ASM in August

My Food Bag Group Limited FY24 Result25

FY25 trading conditions and outlook

4
APPENDICES

Statement of Comprehensive Income
My Food Bag Group Limited FY24 Result27

Reconciliation of GAAP to non-GAAP financials
My Food Bag Group Limited FY24 Result28

THANK
you

Disclaimer and important information
This presentation has been prepared by My Food Bag Group Limited (the “Company” and, together with My Food Bag

Limited, "My Food Bag") and is dated 23 May 2024. Receipt of this document and/or attendance at the corresponding

presentation given on behalf of the Company constitutes acceptance of the terms of this disclaimer.

Information

This presentation contains summary information about My Food Bag and its activities, which is current as at the date of this

presentation. The information in this presentation is of a general nature and does not purport to be complete nor does it

contain all the information which an investor may require when evaluating an investment in the Company. This presentation

has been prepared to provide additional commentary on the financial statements of the Company for the period ending 31

March 2024. It should be read in conjunction with those financial statements and the Company's other periodic and continuous

disclosure announcements, available on the NZX or My Food Bag's investor website.

Forward looking information

This presentation may include certain “forward-looking statements” about My Food Bag and the environment in which My

Food Bag operates. These forward-looking statements may be identified by words such as ‘forecast’, 'projections', ‘anticipate’,

‘believe’, ‘estimate’, ‘expect’, ‘will’, ‘plan’, ‘may’, ‘could’ and similar expressions.

Forward-looking information is inherently uncertain and subject to contingencies, known and unknown risks and uncertainties

and other factors, many of which are outside of My Food Bag's control, and may involve elements of subjective judgement and

assumptions as to future events which may or may not be correct. A number of important factors could cause actual results or

performance to differ materially from the forward-looking statements. No assurance can be given that actual outcomes or

performance will not materially differ from the forward-looking statements. The forward-looking statements are based on

information available to My Food Bag as at the date of this presentation. Except as required by law or regulation (including the

Listing Rules), the Company is under no obligation to update this presentation whether as a result of new information, future

events or otherwise.

No liability

The information contained in this presentation has been prepared in good faith by My Food Bag. No representation or

warranty, expressed or implied, is made as to the accuracy, adequacy or reliability of any statements, estimates or opinions or

other information contained in this presentation, any of which may change without notice.

To the maximum extent permitted by law, My Food Bag, its directors, officers, employees and agents disclaim all liability and

responsibility (including any liability arising from fault or negligence on the part of My Food Bag, its directors, officers,

employees and agents) for any direct or indirect loss or damage which may be suffered by any person through the use of or

reliance on anything contained in, or omitted from, this presentation. This presentation is not a product disclosure statement,

prospectus, investment statement or disclosure document, or an offer of shares for subscription, or sale, in any jurisdiction.

Not financial product advice

This presentation is for information purposes only and is not financial or investment advice or a recommendation to acquire the

Company’s securities. Before making an investment decision, you should consider the appropriateness of the information

having regard to your own objectives, financial situation and needs and consult a financial adviser, solicitor, accountant or

other professional adviser, if necessary.

Past performance

Any past performance information given in this presentation should not be relied upon as (and is not) an indication of future

performance. No representations or warranties are made as to the accuracy or completeness of such information.

Non-GAAP financial information

This presentation includes non-GAAP financial information, includingEBITDA, which is a non-GAAP financial measure. A

reconciliation from GAAP NPBT to non-GAAP EBITDA can be found in the appendix to this presentation. Non-GAAP financial

information have not been separately audited but have been derived by management from My Food Bag’s audited financial

statements for the period ended 31 March 2024. EBITDA is a measure used extensively by the Board and management as an

indication of underlying profitability, however, as a non-GAAP measure it is provided for illustrative purposes only and caution

should be taken as other companies may calculate this measure differently.

Distribution of presentation

This presentation must not be distributed in any jurisdiction to the extent that its distribution in that jurisdiction is restricted or

prohibited by law or would constitute a breach by the Company of any law. The distribution of this presentation in other

jurisdictions outside New Zealand or Australia may be restricted by law, and persons into whose possession this presentation

comes should observe any such restrictions.

All currency amounts are in New Zealand dollars unless otherwise stated.

This presentation has been authorised for release by the Company’s Board.

My Food Bag Group Limited FY24 Result30

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