My Food Bag Group Limited logo

My Food Bag records full year profitability up 5%

Full Year Results21 May 2025MFBFinancials

My Food Bag records 5% growth in H2 with full year profitability up 5%

• Revenue of $162.1 million, inline with FY24

• EBITDA

1

of $16.1 million, compared to $16.0 million in FY24

• NPAT of $6.3 million, up 5% on $6.0 million in FY24

• Net debt reduced by $4.9m to $6.9m and free cash flow of $7.6m

• FY25 H2 revenue growth of 5% on a normalised

2

year on year basis

• Successful launch of the Shop, offering one off purchases without a subscription

• Fully imputed final dividend of 0.85 cent per share declared, payable in June

• My Food Bag has established a Dividend Reinvestment Plan, which will operate for the

upcoming dividend


Meal kit and food solutions business, My Food Bag Group Limited, today reported

EBITDA

1

of $16.1 million for the twelve months to 31 March 2025 (FY25), and a return to

growth in the second half of FY25, building on a stable performance in a challenging

retail environment. Revenue for FY25 was $162.1 million, consistent with the prior year.

Notably, second-half revenue reached $79.9 million, representing a 5.0% increase on a

normalised

2

year-on-year basis and a 1.9% lift compared to the first half of FY25.

Commenting on the performance, My Food Bag CEO Mark Winter said:

“Our results reflect the positive impact of the initiatives taken to strengthen our

customer offering and improve operational efficiency. We’re seeing clear signs that

these efforts are translating into sustained business performance and renewed growth.”

Business highlights

The company’s continued focus on enhancing the customer experience and broadening

its product range, while maintaining margins amid ongoing cost pressures reflects its

strong strategic execution and commitment to delivering value and convenience. Winter

highlighted that recent initiatives, such as the launch of My Food Bag’s Shop-a new

channel offering one-off meal kits and gifting options without a subscription, have

resonated strongly with customers.

In response to the growing demand for health-focused solutions, My Food Bag

relaunched its Gluten-Free range and introduced new tailored options, including Low


1

EBITDA (earnings before interest, tax, depreciation and amortisation) is a non-GAAP measure. A reconciliation from

GAAP NPBT to non-GAAP EBITDA can be found in the FY25 Annual Report.

2

The second half of FY24 contained 27 delivery weeks based on where My Food Bag’s weekly delivery cycle fell,

compared with the second half of FY25 which had 26 weeks. For the purpose of this normalised comparison, we have

ignored the final 27th week from the second half of FY24.


Carb, High Protein as well as a Diabetes Plan, a partnership with Diabetes New

Zealand helping unlock incremental growth and further strengthening its purpose-led

mission to help Aotearoa eat and live well.

“We’ve seen a genuine lift in purchase frequency and satisfaction, reflected in record-

high Net Promoter Scores said Winter. “Our major UX (user experience) upgrade to the

web and app has made it easier for customers to find meals that suit their lifestyle,

while partnerships with organisations like the NZ Olympic Team and Auckland FC have

reinforced our local roots and strengthened brand relevance with Kiwis.”

“The Board also remained committed to shareholder returns and is pleased to declare a

fully imputed final dividend of 0.85 cents per share” said My Food Bag Chair Tony Carter.

“This brings the total dividend for FY25 to 1.5 cents per share (fully imputed) at the same

time as further strengthening our balance sheet with nearly $5m repayment of debt. We

are also pleased to announce that My Food Bag has established a Dividend

Reinvestment Plan (DRP) which will operate for the final FY25 dividend.”


Outlook

My Food Bag is well-positioned to build on its positive momentum by continuing to

enhance convenience, target new customer segments by expanding health and

wellness offerings and invest in digital improvements to elevate the customer journey

end-to-end.

In the first eight weeks of FY26, demand growth has continued and despite inflationary

cost pressures, we are confident in our ability to manage these costs effectively.

“We also remain optimistic about the growth potential of the Bargain Box brand, which

is well-positioned to capture a greater share of value-conscious households through its

strong affordability proposition,” said Carter. “At the same time, the expansion of the My

Food Bag Shop presents a significant opportunity to reach non-subscription customers

seeking more flexible meal solutions. Over the past two years, we have taken deliberate

steps to right-size the business and enhance the customer experience, moves that have

laid a solid foundation for growth. Looking ahead, we are confident in our ability to build

on our leadership in the meal kit category and expand further into the broader online

food market.”

Importantly, the company’s commitment to its people remains central to its success. In

April 2025, My Food Bag was proud to be named the 2degrees Supreme Employer of the

Year for Auckland, an award that recognises the company’s dedication to fostering a


diverse, inclusive and inspiring workplace culture, with a strong focus on health, safety,

wellbeing and team development.


End

For investor relations queries:

Louise Newsome

ir@myfoodbag.co.nz


For media queries:

Trish Whitwell

trish.whitwell@myfoodbag.co.nz

---

MY FOOD BAG
Annual Report

2025

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. ‘FY24’ and ‘FY25’) 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 60.

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 annual report refers to Active Customers these

are defined as the unique number of customers who

have purchased in the last 13 weeks.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025

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

Business Update 8

Environmental, Social and Governance 16

Culture and Capability 26

Board of Directors 28

Management Team 30

Financial Statements 33

Independent Auditor’s Report 56

Non-GAAP Financial Information 60

Corporate Governance Statement 61

Other Disclosures 73

Directory 81

Key Dates 81

This Annual Report is dated 21 May 2025

and is signed on behalf of the Board by:

Tony Carter

Chair

Jen Bunbury

Director and Chair of the

Audit and Risk Committee

CONTENTS

1

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025

Letter from the
Chair and CEO

Supported by strong brands and an attractive customer

offering, we have grown our number of active customers and

our overall offering with the launch of the My Food Bag Shop.

The Shop utilises our strengths and assets to establish a more

flexible operating model allowing New Zealand households to

purchase one-off meal solutions with delivery within 48 hours

of ordering. The combination of customer improvements in

the meal kit business and establishment of the Shop put My

Food Bag in a stronger position to capture a larger share of

New Zealand’s growing online food market.

We were also delighted to launch our new purpose ‘Helping

Aotearoa New Zealand eat and live well’ which exemplifies

our dedication to providing simple, healthy and delicious meal

solutions to households across New Zealand and is a driving

force behind the key initiatives across the business.

Financial Performance

FY25 Revenue was $162.1 million, in line with the prior year.

Within this, the second half revenue of $79.9 million, is up

5.0% when normalised for different trading weeks

1

with the

prior comparative period, and up 1.9% on a half on half

comparative basis. NPAT was 5% up at $6.3 million against

$6.0 million in the prior year as was EBITDA of $16.1 million

against $16.0 million in the prior year. These results

demonstrate the action we have taken to date to strengthen

our customer proposition and drive efficiency, have delivered

growth and improved business performance.

FY25 has seen My Food Bag return to

growth, reflecting our unwavering focus

on growing active customers by prioritising

convenience, quality, and innovation. As

more Kiwis seek out simpler, healthier meal

solutions, we continue to evolve to meet their

changing needs reinforcing our position

as New Zealand’s leading provider of

meal solutions.

Our focus throughout the year has been on enhancing

customer experience, expanding our product range, and

strengthening the appeal of our portfolio of brands. We have

made significant strides in developing our offerings, capturing

operational efficiencies, and ensuring that every meal we

deliver exceeds customer expectations.

1. The second half of FY24 contained 27 delivery weeks based on where My Food

Bag’s weekly delivery cycle fell, compared with second half of FY25 which had 26

weeks. For the purpose of this normalised comparison, we have ignored the final

27th week from the second half of FY24.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025

2

Active customer numbers are slightly up at 57,000 at the end
of FY25, versus 56,800 at the end of FY24. Gross margin

percentage has improved at 49.3% for FY25, compared to

48.5% during FY24. Contribution margin was also improved

at 23.3% in FY25, versus 22.6% in FY24. Despite ongoing cost

pressures, productivity initiatives in our supply chain as well as

a modest price increase across all our brands have supported

the margin growth. Average order value was $130.06 across

the year, up from $129.55 in FY24. This increase includes the

positive impact of the launch of My Food Bag serves 6 which is

at a higher price point.

This financial year demonstrates the resilience of My Food Bag

and effectiveness of its strategy, as seen by the revenue uplift in

the second half of the year. In delivering this growth we have

preserved our margin despite cost pressures and remained

committed to enhancing the customer experience. The launch

of the My Food Bag Shop represents an investment in growth

during the year, and it was pleasing to launch this offering from

within our current lease footprint and draw on the strengths and

assets of the wider business.

Throughout the year, strong free cash flow allowed for further

debt reduction, with net debt decreasing to $6.9 million by

the end of FY25, down from $11.8 million at the end of March

2024. This reduction further strengthens the balance sheet,

better positioning the company with flexibility for capitalising

on growth opportunities in the future.

While reducing debt, the Board also remained committed to

shareholder returns and is pleased to declare a fully imputed

final dividend of 0.85 cents per share. This brings the total

dividend for FY25 to 1.5 cents per share (fully imputed). A

Dividend Reinvestment Plan has been launched by My Food

Bag and will operate for the FY25 final dividend.

Business update

STRENGTHENING OUR BRAND PORTFOLIO

Our brand portfolio remains a key driver of our success.

With My Food Bag, Fresh Start, and Bargain Box, we have

established a strong market presence that caters to a broad

customer base. Throughout the year, our strategic focus on

providing a seamless customer experience has seen us develop

our offerings to ensure they align with the evolving tastes and

dietary preferences of Kiwis.

One of our achievements this year was the re-launch of the

My Gluten Free bag in collaboration with Coeliac NZ. As the

only meal kit offering with these credentials, we have built a

loyal following. In response to growing demand for healthier

options, we expanded our low-carb offerings across My Food

Bag and Bargain Box and introduced a high protein range

under Fresh Start.

In addition to dietary innovations, we consolidated our ready-

made meal range under the My Food Bag brand. This shift

has strengthened our convenience offering, making it easier

for customers to enjoy high-quality, chef-prepared ready-

made meals.

Bargain Box remains New Zealand’s most affordable meal

kit, a positioning that has never been more relevant. Our

affordability messaging was amplified through high-impact

campaigns, including the launch of our giant Bargain Box,

which celebrated the locally sourced produce in every delivery.

Fresh Start has continued to help Kiwis achieve their weight loss

and wellness goals with calorie-controlled, nutrient-rich meal

options. The optional 8-week Reset programme has driven

customer engagement, with seasonal updates and a rewards

scheme that keep participation levels high.

3

LETTER FROM THE CHAIR AND CEO

The pick technology implemented in FY24 has continued to
drive customer satisfaction through notably improved service

performance. This resulted in substantially improved Net

Promoter Scores being up 7ppt year on year and a reduction

in customer compensation.

LAUNCH OF THE MY FOOD BAG SHOP

The My Food Bag Shop, launched in November 2024, has

been a major milestone for the company. This initiative allows

customers to purchase care packages, gifting bundles, and

ready-made meals without a subscription delivered within 48

hours of ordering across New Zealand. Our flexible operating

model enables us to offer high-quality, convenient meal

solutions beyond our traditional subscription service, providing

greater choice and accessibility for customers.

We’ve successfully launched a portfolio of 19 products

designed to cater for a variety of popular gifting occasions.

This marks an exciting step beyond our core offering of

weeknight dinners, allowing us to engage a broader audience

- from corporate clients to existing meal kit customers, as well

as consumers who prefer not to commit to a subscription model.

COMMITMENT TO SUSTAINABILITY AND

OPERATIONAL EXCELLENCE

We remain dedicated to reducing our environmental impact.

In FY25, we continued to work towards circular packaging

solutions, including transitioning two suppliers from cardboard

to reusable crates for ingredient deliveries in our distribution

centres. We have continued to see a reduction in total CO2e

emissions in FY24 (unaudited) with an 11.3% reduction on

our base year FY22. Our commitment to local sourcing

remains strong, with our inaugural Supplier Awards hosted in

November 2024 celebrating excellence in quality, service and

innovation. Following our investment in pick technology and a

Our partnerships have played a vital role in driving

engagement and reinforcing our My Food Bag brand

proposition, “Dinner, Done Better.” Our collaboration with the

New Zealand Olympic Committee was a highlight, allowing us

to support the New Zealand team at the Paris 2024 Olympics.

This partnership not only showcased our commitment to Kiwis

but also drove strong engagement through campaigns like

‘Sweet Taste of Success,’ where customers were rewarded

every time New Zealand won a medal.

Nadia Lim continues to be a valued brand ambassador.

We sponsored the second season of Nadia’s Farm, featuring

exclusive recipes from the show on our menus. This initiative

further reinforced our local credentials and connection with

New Zealand households.

We continue to seek out sponsorship opportunities which align

with our brand and values, and we are excited to now be the

Official Meal Kit of Auckland FC who have had an exciting

and successful first season.

ENHANCING CUSTOMER EXPERIENCE

Customer experience remains at the core of our business

strategy. In FY25, we undertook a full user experience redesign

and replatform of our website and mobile app, making it

easier than ever for customers to navigate our expanding

meal range. The new experience offers personalised meal

recommendations, an integrated My Food Bag cookbook

which gives customers access to our full recipe database,

and an ingredient checklist to allow customers to easily see

the staple ingredients they require and check the contents of

their delivery.

We also continued to expand our delivery network and open

additional delivery windows to provide greater flexibility for

our customers.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025

4

step change in operational performance we have introduced
our new operational excellence programme. We continue

to see improvements across customer facing metrics, pick

accuracy and delivery.

Our dedication to operational excellence was reflected

with our Christmas offering with the utilisation of our pick

technology offering protein choice for customers. The

execution of Christmas resulted in improved satisfaction

scores whilst also delivering an uplift in sales year on year.

INVESTING IN OUR PEOPLE

Our strong employee engagement and low turnover rates

are a testament to the positive workplace culture we have

cultivated. This is reflected with an average employee

engagement score of 8.15 out of 10 for FY25 up from 7.75

in FY24. Internal promotions and professional development

remain key priorities, ensuring our team continues to grow

with the business.

Our commitment to our people was recognised when

we won the 2degrees Supreme Employer of the Year

award for Auckland in April 2025. This award celebrated

our dedication to fostering a diverse and inspiring work

environment, recognising My Food Bags strong focus on

health, safety, and wellbeing, along with it’s commitment

to employee and team development.

Outlook

As we move into FY26, our focus remains on growth and

innovation. We will continue to enhance convenience,

expand our health and wellness offerings, and invest in digital

enhancements to improve the customer journey. Bargain Box

will build on its affordability positioning, capturing a greater

share of budget-conscious consumers, while the My Food Bag

Shop will see further expansion to attract non-subscription

customers. My Food Bag has continued to see demand growth

through the first 8 weeks of FY26.

Over the past two years we have taken action to right size

the business and improve the customer experience, laying

the foundation for the growth we have seen in FY25 and

positioning us strongly for the future. As we continue to grow,

we’ll maintain a disciplined approach to managing costs,

leveraging our existing fixed cost base to scale efficiently.

Looking ahead, our strategy is centred on growth, driven by

our leadership in the meal kits category and expansion into

the broader online food market including through the Shop.

To enable this growth, our strategy is built on four key pillars:

strengthening our brands, enhancing convenience, driving

personalisation, and reaching new customer segments. These

priorities will be underpinned by ongoing investments in our

people, supply chain, and technology.

The Board expects to continue to pay dividends in FY26.

We are excited about the future and grateful for your

continued support as we embark on another year of growth

and innovation.

Sincerely,

Tony Carter Mark Winter

Chair CEO

5

LETTER FROM THE CHAIR AND CEO

REVENUE
NPAT

Results

at a glance

AVE R AGE ORDE R VALUE

EBITDA

$

6.3m

$

162 .1m

$

13 0.1

0.4% YOY

5% YOY

FY24 56.8k

$

16 .1m

GROSS MARGIN %

49. 3%

FY24 48.5%

ACTIVE CUSTOMERS

5 7. 0 k

TOTAL FY25 DIVIDEND

1. 5cps

Fully imputed with a dividend

yield of 11.1%*

*Based on a share price of 0.187 as at 30 April 2025

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025

MEALS DELIVERED SINCE LAUNCH
fresh protein & produce

sourced locally

98%

at a glance

$60k raised

for Garden

To Table

(+21% YOY )

202520242023202220212020201920182017201620152014

2023202220212020201920182017201620152014

1m

4m

10m

22m

34m

54m

69m

90m

106m

122m

137m

151m

151m

19 new products

launched in the Shop

TRIFR*

1. 2

NPS

37%

*Total Recordable Injury Frequency Rate

FY24 34%


1.6 F Y24

SHOP NPS

33%

MEAL KIT FREQUENCY

5.4

(5.0 in FY24)

RESULTS AT A GLANCE

Business
Update

FY25 has been a positive year for My

Food Bag as we have returned to growth

and seen improved profitability. With

convenience more important than ever to

Kiwis, we continue to evolve as a leading

meal solutions provider to meet the changing

preferences of households across Aotearoa.

Throughout the year, our focus has been on growing our

active customer base by enhancing the customer experience,

leveraging our portfolio of brands, and innovating across

both our product range and convenience offerings. A focus

on continuous improvements in product quality has driven

improved customer satisfaction and we’ve experienced

stronger customer loyalty as a result.

Our three brands remain a cornerstone of our success,

with the strength of the My Food Bag brand extending into

our Ready-Made meal range and the recent launch of the

My Food Bag Shop.

8

MY FOOD BAG GROUP LIMITED

ANNUAL REPORT 2025

OUR PORTFOLIO OF BRANDS
We went into FY25 with a clear brand

strategy and understanding of the key focus

areas to protect and grow our core My Food

Bag, Fresh Start and Bargain Box brands,

while strengthening them with new offerings.

Through our understanding of the evolving tastes of

New Zealanders, part of our strategy is to continue to curate

and develop our offering to further meet dietary preferences.

At the start of FY25 we successfully re-launched the My Gluten

Free bag with the support of Coeliac NZ. We are the only

meal kit offering with these credentials and have built a loyal

following under this range. With the trend towards healthier

options continuing to build, we have increased the number of

low-carb options across both My Food Bag and Bargain Box

and launched a high protein range under Fresh Start.

Other innovations that have supported our sales uplift have

included bringing our ready-made offering under the My Food

Bag brand and the launch of a My Food Bag Serves 6 option

for bigger families in January 2025.

We remain committed to building the unique value proposition

for each of our three brands, allowing us to highlight what

differentiates them and how they can meet more specific

customer needs, while ensuring our range price points appeal

to a wider audience overall. As our customers’ wants and

needs continue to evolve, we can move them through our

My Food Bag portfolio maximising their lifetime value.

MY FOOD BAG WINS WITH KIWIS

In FY25 we built on the brand proposition of “Dinner, Done

Better” that was launched in FY24 and looked for ways to

tell the story of how My Food Bag makes weeknight dinners

simple, healthy and delicious.

In May 2024, we announced a partnership with the

New Zealand Olympic Committee, supporting the

New Zealand team as they headed to the Paris 2024

Olympics. This partnership performed well for the brand,

reinforcing our New Zealand identity. It also allowed us

to show how My Food Bag meals can make dinnertime

easier for many high profile Kiwis. We saw high levels of

engagement across both our social media platforms and with

our existing customers, as we ran initiatives such as our ‘Sweet

Taste of Success’ which rewarded customers every time NZ

won a medal.

Nadia Lim continues to be a key brand ambassador for

My Food Bag and we were pleased to be a key sponsor of

the second season of Nadia’s Farm, which launched on TV

in April 2024. We featured recipes from the show on our

menus as further reinforcement of the partnership and our

local credentials.

In FY25 we also continued with our strategy to launch

additional dietary preferences to clearly demonstrate and

reinforce how My Food Bag has the perfect menu to suit any

household. Following the successful return of the Gluten Free

Bag in April, we re-launched our Plant Power option as My

Vegan and Veggie Bag and commenced a partnership with

the New Zealand Vegan Society. Together we promoted

the return of My Vegan Christmas Bag and ran a successful

Vegan-uary campaign.

9

BUSINESS UPDATE

BARGAIN BOX OWNS AFFORDABILITY
As New Zealand’s most affordable meal kit, Bargain Box

continues to be well-positioned and well-suited for the current

economic environment. We are committed to helping Kiwi

households continue to eat great quality food for less and

have seen continued year on-year sales growth of Bargain

Box, along with significant improvements in customer NPS.

A key element of the success of Bargain Box is its price

competitiveness to supermarkets, which we measure regularly

and use in communications. For the fourth consecutive year,

Bargain Box also received Canstar’s ‘Most Satisfied Customers’

meal kit delivery award, as rated by Kiwi households.

We launched a number of high impact campaigns for Bargain

Box to reinforce our affordability message and built our

quality credentials. These included the launch of our giant

Bargain Box, which made its way to Ohakune along with

Nadia to celebrate the humble carrot and quality produce

In early FY26 we tackled one of New Zealand’s fastest

growing health issues, with the launch of a Diabetes Friendly

recipe range in partnership with Diabetes NZ. This launch has

combined our nutritional expertise, and culinary credentials

with a new digital journey which will see customers who

select our Diabetes Plan being offered a curated selection

of our healthiest, diabetes friendly recipes and 12 weeks

of supporting content to help them make sustainable

lifestyle changes.

At the end of FY25, we proudly launched a new partnership

with Auckland FC spanning the next three seasons. This

partnership strengthens My Food Bag’s connection with

sports fans and local communities, reinforcing our brand as

a champion of simple, healthy and delicious meals. Through

exclusive game day experiences this partnership will further

help boost brand visibility and deepen our connection

with Kiwi households who share our passion for great

food and sport.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025

10

featured inside every Bargain Box. We also ran a number of
“Meat Week” campaigns to celebrate the high quality proteins

customers of Bargain Box can enjoy. And we launched the

Bargain Box “Crowdometer” - a digital billboard campaign

which used real-time Google Maps data to show supermarket

crowd levels, reminding Kiwis to skip the chaos and opt for

fresh, pre-portioned meal kits delivered right to their door.

At the end of FY25, Bargain Box launched its first restaurant

collab, with iconic Kiwi brand Lone Star. This campaign

featured 4 recipes with bespoke sauces and dressings made

especially to Lone Star recipes. These recipes were a hit with

Bargain Box customers with an average rating of 4.3 out of 5.

FRESH START MAKES WEIGHT LOSS DELICIOUS

Fresh Start targets weight loss and wellness with calorie-

controlled meals supported by our ‘always-on’ 8 week weight

loss programme – the 8 week Reset. This optional programme

was designed by our in-house nutrition team to support Fresh

Start customers to achieve their goals and has been successful

in driving purchase frequency of the brand.

Each season we refresh the Reset with new content and

rewards to inspire new and lapsed customers to join the Reset

and complete their 8 weeks. Our Spring Reset was particularly

successful with the prize of a Stanley Cup proving a popular

incentive. We also continue to enhance the Fresh Start menu

and in FY25 we built our high protein range which features

recipes and Ready Made meals with over 40g of protein per

serve. Fresh Start also collaborated with a number of growing

local brands and influencers to further our reach and profile

including food brands like Ripe Deli and Fatima’s, NZ fashion

designer Caitlin Crisp and influencer Daisy Dagg.

Fresh Start continues to be a high margin product for the

business with the highest frequency of purchase of any of our

brands. Fresh Start is perfectly positioned to capitalise on the

health and wellness movement, with our expert nutrition team

keeping us at the forefront of emerging trends.

READY MADE BRINGS IN NEW CUSTOMERS

In FY25, our Ready Made range was successfully re-branded

under My Food Bag to upweight the convenience of My Food

Bag and strengthen our position in ready-made meals. We

partnered with Nadia’s Farm Royalburn to develop a new

Ready Made meal which featured lamb from Royalburn. This

meal then featured on our meal kit menus, in our Ready Made

subscription and in a gift bundle in the My Food Bag Shop.

We have continued to expand the use of Royalburn Lamb

across our Ready Made range in our Lamb Shank meal and

a recently launched Lamb Gnocchi.

The quality of our Ready Made meals has been a key factor

in the growth and success of this range and this quality was

recognised in a number of awards in FY25. Our Mexi Chicken

Protein Bowl was a finalist in the NZ Food Awards in the Health

& Wellness category and Nadia’s Shepherd’s Pie and our

Mini Veggie Mac & Cheese both won silver medals at the NZ

Artisan awards.

OUR MOST SUCCESSFUL CHRISTMAS YET

Christmas is a key brand-building moment for My Food Bag,

bringing joy to thousands of households with an easier, more

delicious festive season. This year, we introduced a major

product innovation - protein choice, allowing customers

to select from a range of four premium meat options. This

involved a redesign of the digital purchase journey and close

collaboration with our protein suppliers to accommodate

diverse customer selections. We also re-launched our Vegan

Christmas Bag, catering to a growing demand for plant-based

festive options.

These innovations drove strong performance, increasing

delivery volumes while also lifting customer satisfaction and

NPS across the board.

11

BUSINESS UPDATE

GROWTH AND
OPERATIONAL INITIATIVES

ENHANCING THE USER EXPERIENCE

Improving customer experience across multiple aspects

of our business has been a significant focus since the

beginning of the year. As an e-commerce business, it’s

critical our customers have the most seamless experience

possible when interacting with us via both our website and

our app. During FY25 we advanced a full User Experience

(UX) redesign and technical re-platform of our customer

buying journey across all web and mobile platforms to

provide a seamless buying experience for new and existing

customers. The new UX platform offers easy navigation

of our expanded meal range with an intuitive layout and

sorting features. Customers can set preferences for a more

personalised experience, with tailored meals shown first.

New features also include the My Food Bag Cookbook

for saved, upcoming, and past recipes and an ingredient

checklist. The new apps also have the My Food Bag Shop

integrated for simple one-off deliveries using existing

customers delivery information This replatform has been

strategically important for our business. It has enhanced the

buying experience and is enabling us to more efficiently

and cost effectively continue to improve our website and

in-app experience.

MY FOOD BAG SHOP

Growing active customers long term by improving

convenience, flexibility and great value is the core of the

My Food Bag strategy. The launch of the My Food Bag

Shop in November 2024 was a key strategic initiative in

FY25 aligned to this.

In the Shop, customers can choose from a selection of

care packages, gifting and ready-made meal bundles,

which they or their chosen recipient can receive within 48

hours of ordering without a subscription. This new initiative

marks My Food Bag’s first major move to offer products

without a subscription and shorter delivery times. Our

FY24 investment in pick technology, as well as the UX

replatform, have been foundational to launching this more

flexible offering. During the initial phase, we have built a

good understanding of what draws new customers in and

persuades current customers to buy more from us. We’ve

also successfully developed our flexible operating model,

ordering and receiving ingredients multiple times per week

and packing and dispatching boxes 5+ days per week.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025

12

EFFECTIVE COST MANAGEMENT &
CONTINUOUS IMPROVEMENT

Following significant improvements in the cost base in FY24,

we have continued to focus on efficiency and productivity

initiatives via our well-established Project Management

Office (PMO), where all operational cost saving initiatives are

captured and managed.

To take our customer-facing quality metrics to the next level

following the introduction of the pick technology, we recognise

we need to further strengthen our processes and standards. In

FY25 we introduced an Operational Excellence programme,

designed to upskill our team across the wider supply chain. This

is delivering continued improvement across pick accuracy and

delivery metrics.

A particular focus of FY25 has been the direct to grower

programme which sees My Food Bag dealing directly with

growers reducing the cost to My Food Bag. Additionally,

operational improvements have continued with customer

compensation tracking down leveraging the pick technology

implemented in FY24. We have expanded our offering to

customers utilising our North Island footprint and our existing

supply chain model including our distribution network to launch

the My Food Bag Shop and have also opened more than

7,000 new addresses in the financial year.

Enhancements of the digital platform available to the menu

development team has driven efficiency and enabled a

reduction in team size of 16% without impacting output

from the team.

As a business we continue to embrace new technologies such

as AI to drive both customer experience improvements as well

as efficiencies.

We have reduced our capex spend in FY25 reflecting

the increased effectiveness of maintenance learnings and

improved plant reliability.

FY26 FOCUS

As we enter FY26, our strategy

is firmly focused on growth and

innovation. We will continue to

enhance convenience, expand our

health and wellness offerings, and

invest in digital capabilities to further

improve the customer experience.

As the leader in the meal kit category, our masterbrand,

My Food Bag will continue to be at the forefront of our plans

with investment into both the brand and product range.

Other key areas of focus include reinforcing Bargain Box as

New Zealand’s most affordable meal kit and continuing to

harness the growing demand for health and wellness with our

Fresh Start offering.

We will continue to expand the product range in the Shop,

shorten delivery lead times and enhance the customer

experience. This enables My Food Bag to reach new customers

particularly those looking for a one-off purchase without the

need for a subscription

Looking ahead, our strategy is centred on growth, driven by

our leadership in the meal kits category and expansion into

the broader online food market including through the Shop.

To enable this growth, our strategy is built on four key pillars:

strengthening our brands, enhancing convenience, driving

personalisation, and reaching new customer segments. These

priorities will be underpinned by ongoing investments in our

people, supply chain, and technology.

BUSINESS UPDATE

13

BUSINESS UPDATE

Existing weekly operations cycle for meal kits
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

54

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025

14

BUSINESS UPDATE
New continuous business model implemented for the Shop

M

O

N

D

A

Y

S

U

N

D

A

Y

S

A

T

U

R

D

A

Y

F

R

I

D

A

Y

T

H

U

R

S

D

A

Y

W

E

D

N

E

S

D

A

Y

T

U

E

S

D

A

Y

PICKING,

PACKING &

DISPATCH

CUSTOMER

ORDERS

CUSTOMER

DELIVERY

CUSTOMER

ORDERS

INGREDIENTS

PROCUREMENT

Purchased Monday–Friday

to maintain stock levels

and freshness.

Our operation runs on a seamless, structured cycle to ensure efficiency and reliability. Orders are placed

24/7, ingredients are sourced throughout the week, and our picking, packing, and delivery processes

are carefully scheduled to maintain freshness and meet customer demand. This model leverages the

existing supply chain and forecasting capability that we have developed and continue to evolve.

Here’s how it works:

PICKING, PACKING

& DISPATCH

Boxes picked and packed

Monday–Friday for next-

day dispatch.

CUSTOMER ORDERS

Customers have until midnight

to order for delivery next

day on our Auckland Twilight

service or the day after for the

rest of the country.

CUSTOMER DELIVERY

Happens the day after picking.

Nationwide:

Delivered Tuesday–Saturday.

Auckland Metro:

Delivery Monday–Saturday

(Twilight service).

2413

INGREDIENTS

PROCUREMENT

15

BUSINESS UPDATE

Environmental,
Social &

Governance

Nourishing New Zealand,

Responsibly

Our Environmental, Social and

Governance Strategy embodies our

commitment to helping Aotearoa

New Zealand to eat and live well.

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.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025

16

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.

17

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 80% 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 meal kit ice packs, instead of

the gel still found in many chiller packs and were the first

New Zealand meal kit provider to do so.

SPOTLIGHT ON:

Packaging Reduction & Reuse

We are committed to reducing, reusing,

and recycling in our packaging approach.

We continue to work closely with our

suppliers to identify opportunities to

minimise packaging or transition to more

recyclable alternatives. In FY25, we

partnered with Southern Fresh and

Superb Herb to deliver fresh produce in

reusable crates instead of cardboard,

significantly reducing packaging waste

at our sites. Additionally, in January,

we eliminated consumer packaging

around potatoes by collaborating directly

with our supplier, further cutting

unnecessary waste.

18

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025

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.

Examples include:

• 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.

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

SPOTLIGHT ON:

Soft Plastics Recycling

Soft plastics remain an essential part of our packaging, playing a vital role in

maintaining food safety and quality. While they are not kerbside recyclable, we are

committed to making soft plastic recycling easier for our customers. We proudly

support the NZ Soft Plastic Recycling Scheme, which collects soft plastics and

transforms them into fence posts, garden beds, and sustainable building materials.

As a member of The Packaging Forum and the Soft Plastics Recycling Scheme, we

actively promote soft plastic recycling. Customers can add a soft plastics recycling

bag to their My Food Bag deliveries, fill it with household soft plastics, and have it

collected by NZ Post for recycling. In 2024, this initiative diverted 1,750kg of soft

plastic from landfill, the equivalent to approximately 270,000 packaging units,

enough to produce around 180 fence posts.

19

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

SPOTLIGHT ON:
Measuring our Carbon Footprint

In FY25 we continued our journey towards

measuring and understanding better our

carbon footprint. The scoping and

measurement of our Scope 1, 2 and 3

greenhouse gas (GHG) emissions have

been supported by external consultants

Tadpole. We set FY22 as our base year

and have audited the measurement of our

Carbon Footprint for this year. We have

not completed any subsequent audits. The

methodology used matches that of the

base year, which was assured. Previous

assurance was reasonable for Scope 1

and 2 emissions, and Limited for Scope 3.

Scope 3 measurement is inherently difficult

and can require the need for assumptions

and estimations.

During FY25 we completed our FY24

carbon measurement, and we are in the

process of finalising the measurement

for FY25.

FY24 summary

In FY24, absolute gross emissions were

3,146 tonnes CO2e. This is a 2.1%

reduction on FY23 emissions and a 11.3%

reduction on FY22 base year emissions.

0.6% of total emissions arose from direct

(Scope 1) GHG emissions, namely fuel

used in company vehicles. Eliminating

refrigerant gas leaks in FY23 has

contributed significantly to the overall

reduction of Scope 1 GHG emissions.

6.6% of emissions came from indirect

(Scope 2) sources, being emissions

SCOPEEMISSIONS CATEGORYFY22FY23FY24

1DIRECT GHG EMISSIONS271.0234.8719. 9 7

2INDIRECT GHG EMISSIONS FROM IMPORTED ENERGY (LOCATION BASED)338.38224.77208.75

3

INDIRECT GHG EMISSIONS FROM TRANSPORTATION & DISTRIBUTION996.91893.00695.22

INDIRECT GHG EMISSIONS FROM PRODUCTS & SERVICES USED BY

THE ORGANISATION

1,940.412,060.242,222.51

TOTAL GROSS GHG EMISSIONS3,546.723,212.893,146.44

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025

20

associated with generating the electricity we
purchase and use. The observed year on

year reduction in this emission source is due

to a more favourable emission factor for

electricity generation in FY23 and FY24,

due to “greening of the grid”.

The remaining 92.7% of emissions were

from indirect (Scope 3) sources, and

included emissions from:

• Packaging (67.2%)

• Deliveries (21.1%)

• Waste management (2.4%)

• Well to tank (0.5%)

• Potable water, electricity line losses and

business travel (1.5% combined)

Improving our Packaging Measurement

The main contributor to the carbon footprint

of our packaging, is the cardboard boxes

our meal kits are delivered in, making up

96% of the packaging emissions.

Emissions associated with making our

cardboard boxes were originally calculated

using international database emission

factors. These do not account for supplier

specific attributes such as the actual

percentage of recycled content or the

carbon efficiencies or inefficiencies of

supplier manufacturing processes.

SOURCES OF PACKAGING FOOTPRINT

96%

Cardboard

1%

Wool Insulation

1%

Ice Packs

1%

Tape, Wrap

and Labels

1%

PET Trays

MY FOOD BAG EMISSIONS BY SCOPE FOR FY24

0.6%

Scope 1

6.6%

Scope 2

92.7%

Scope 3

21

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

We have been working with our packaging
supplier Oji 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. This

indicated the actual footprint of our

cardboard is higher than we first thought,

however it has been steadily decreasing

over the last 3 years.

FY22FY23FY24

Using generic cardboard emission factors3 ,17 72,658n/a

Using Oji supplied carbon data3,5473 , 2133 ,14 6

Based on this, the FY22 and FY23 numbers

in this report differ from that presented in last

year’s report because the footprints have

been recalculated using supplier data for the

cartons, which is more representative of

actual carton emissions. Recalculating the

footprints using this supplier data allows for

meaningful benchmarking. It is worth noting

that neither the FY24 footprint, or the

recalculated FY22 and FY23 footprints,

have been audited.

Delivery emissions, our other significant

Scope 3 emission source, 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.

As we work through completion of our

FY25 carbon measurement we will

continue to focus on packaging and

working with our delivery partner NZ

Post to develop strategies to reduce the

carbon footprint of our deliveries.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025

22

Better for our people and community
As part of our purpose to help Aotearoa New Zealand eat and

live well, we partner with a range of organisations to ensure as

many Kiwis as possible can eat nutritious, healthy food.

Supporting the City Mission: We continue to support the City

Missions in a number of ways. We donate unused food from

our assembly sites to the City Mission.

We also encourage our customers to ‘add a seat at the table’

to their Christmas Bag and My Food Bag orders in November

by adding a $25 donation to the City Mission. The 2024

campaign was a great success with us raising $17.8k in

total which is an increase on the amount raised in 2023. In

December, more than 20 My Food Bag employees spent time

packing gifts and food parcels for the Auckland City Mission.

My Christmas Gift: Through our My Christmas Gift drive with

NZ Post, we collect donations for charities nationwide including

City Missions, Women’s Refuge and Orewa Hospice. This year

our print partner Bluestar supported this campaign by funding

the printing of donation courier labels.

Heart Foundation Partnership: We proudly partner with the

Heart Foundation to promote heart-healthy eating. Over the

past year, we have expanded our presence on the Heart

Foundation website, increasing the number of Bargain

Box recipes to 10, alongside 10 My Food Bag recipes.

In support of the Regular Giving Christmas Appeal 2024,

we co-developed a brochure featuring three entertaining

recipes, reaching 32,000 households. We also created a

Heart-Healthy e-book with seven recipes, which has been

downloaded over 2,000 times by My Marathon participants

and has been included in Heart Foundation Lottery welcome

emails since August 2024. Additionally, we took part in the My

Marathon initiative, with 43 employees collectively travelling

3.5 km and raising over $1.2k for heart health.

Diabetes New Zealand: In early 2025, we proudly partnered

with Diabetes New Zealand to tackle one of Aotearoa’s

fastest-growing health challenges, type 2 diabetes. Together,

we’ve developed a new Diabetes Plan, a nationwide initiative

designed to empower Kiwis at risk of or living with type 2

diabetes by helping them make healthier, more informed meal

choices that could transform their health.

As part of this partnership, we’ve launched a dedicated Meal

Kit range and a free recipe book packed with 30 diabetes-

friendly recipes, plus expert tips and guidance to support

sustainable dietary changes. Designed to be simple, delicious,

and suitable for the whole whānau, the book makes it easy to

incorporate diabetes-friendly eating into everyday life. Printed

copies will be available at no cost to health professionals, while

a free e-book will be accessible to all New Zealanders.

Through these initiatives, we’re championing the benefits of

healthy eating and reinforcing how My Food Bag plays a vital

role in the well-being of all Kiwis.

SPOTLIGHT ON:

Supporting Local

We’re proud to support Kiwi suppliers and

highlight them in our brand campaigns,

reinforcing our commitment to locally

sourced proteins and produce, with more

than 98% sourced locally. In November

2024, we took this further with our first-ever

Supplier Awards at our Parnell

Development Kitchen, bringing together

co-founder Nadia Lim, our leadership

team, and award finalists to celebrate

our suppliers.

Awards were given in three categories.

Quality Excellence went to Health Pak for

its care in crafting our bespoke spice

blends. Service Excellence was awarded

to our distribution partner, NZ Post, for its

reliability and support in expanding our

delivery options with new time slots. Loft

Food Co. took home both the Innovation

Excellence award and the overall Supplier

of the Year title for their dedication to

enhancing My Food Bag’s recipes with an

ever-evolving range of bespoke sauces

and dressings.

23

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

as they should. Our SWAGs (Safety and
Wellbeing Action Groups) have been key

to keeping engagement strong, leading

initiatives that really reflect what each

operational team needs.

Wellbeing stayed at the heart of what we do,

with initiatives to support physical health,

boost mental resilience, and help our

people recover from injuries faster. Safety

Leadership Walks continued too, helping

our leadership team stay closely connected

to our warehouse teams. They recognise

great safety practices and pick up on real

risks early.

We also made our injury management

process even stronger, leading to quicker

recovery times and better outcomes for our

people. By encouraging more proactive

reporting of hazards and discomfort, we

have been able to step in early and make

further improvements to manual

handling safety.

Thanks to the collective efforts of our teams,

we’ve seen another improvement in our Total

Recordable Injury Frequency Rate (TRIFR),

dropping from 1.6 in FY24 to 1.2 in FY25.

It is a result that reflects our shared

commitment to making My Food Bag a safer,

healthier place to work for everyone.

SPOTLIGHT ON:

Health, Safety & Wellbeing

This year, we’ve built on the strong

foundations of our Health, Safety &

Wellbeing programme, growing awareness

and driving action right across all our sites.

Our recent Health & Safety 101 audits

showed strong improvements particularly

across culture and process. Looking ahead,

our focus is on continuing to strengthen

critical risk management through improved

infrastructure and investigation capability.

Our Critical Risk programme stepped up a

level, with improved risk controls, tailored

training at each site, and regular checks to

make sure those critical controls are working

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025

24

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.

In FY25 we continued to strengthen our Approved Supplier

Programme with audits of our higher risk suppliers, and

suppliers of My Food Bag branded products. In addition

to structured audits, we have increased the frequency of

collaborative visits with key suppliers, focusing on continuous

improvement to further improve the quality of our products.

We have invested in the upskilling and development of our

site-based quality teams, to further drive quality and safety

standards consistently across the business.

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.

This year we also partnered with MPI on their Campylobacter

awareness campaign, to help increase our customers’

awareness of safe food handling.

SPOTLIGHT ON:

Garden to Table

We are proud to have raised more than $160k 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 320 schools across the motu, meaning there are 34 thousand Kiwi kids growing,

harvesting, preparing and sharing food. In FY25 we supported Garden to Table with

various initiatives in our Extras range, including the addition of a new $5 donation

option and a Spring campaign to support their annual Double Your Impact donation

period. Our range included our extremely popular Easy Lemon Blondies and Carrot

Cake kits, alongside a Garden to Table Cookbook and Kids Apron. We promoted

the campaign on all brands through both dedicated email and social content.

25

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

At My Food Bag, our people are at the
heart of everything we do. Over the past

year, we made further progress in fostering

an inclusive, high-performing workplace,

strengthening our internal talent pipeline,

and ensuring our team members have the

resources and development opportunities

they need to thrive.

RECORD-HIGH ENGAGEMENT AND PARTICIPATION

We are proud to report that employee engagement is at

a record high, reflecting the strong culture we have built.

Participation in engagement initiatives has also been

consistently strong, with an average engagement score of

8.15/10 across the year. This is supporting the record high

retention with a full year turnover rate of 18% (to be confirmed).

These results highlight the deep connection our people have

with My Food Bag and our shared purpose.

PROGRESS ON PAY EQUITY

Our commitment to fair and equitable pay practices has

resulted in maintaining a low gender pay gap

1

, at 3.4% (FY24

1.4%). This reflects our focus on ensuring all team members are

rewarded fairly for their contributions, with ongoing reviews

and proactive measures to drive pay equity.

CREATING OPPORTUNITIES FOR ALL

As part of our ongoing commitment to an inclusive workplace,

we are working with A Supported Life in Parnell and Skillwise

in Christchurch to create meaningful employment opportunities

for people with disabilities. These partnerships align with

our broader purpose of Helping Aotearoa New Zealand

eat and live well, ensuring that we are making a positive

impact not just for our customers, but for our people and the

wider community.

Culture &

Capability

1. Gender pay gap is calculated as the difference between the median hourly rate of

male and female employees as a % of the male hourly rate.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025

26

DEVELOPING AND PROMOTING OUR PEOPLE
Our internal talent bench remains a key strength, enabling us to

fill 45% of our permanent salaried roles internally over the past

year. This demonstrates the depth of capability within our team

and the effectiveness of our approach to career development.

We have also expanded our Raising the Bar program,

introducing new learning modules to strength resilience and

build storytelling capability to support successful change and

drive culture and engagement.

RECOGNISED AS AN EMPLOYER OF CHOICE

Our focus on employee engagement was recognised this year

when My Food Bag was named the 2degrees Supreme

Employer of the Year award for Auckland in April 2025.

This award celebrated our dedication to fostering a diverse

and inspiring work environment, recognising My Food Bags

strong focus on health, safety, and wellbeing, along with its

commitment to employee and team development.

These awards are testament to the positive outcomes of our

efforts in reducing the gender pay gap, fostering internal

career growth with 45% of roles filled internally, and

developing meaningful opportunities for employees, including

those with disabilities. Our dedication to building a workplace

where people feel valued and supported has been key to

driving engagement, reflected in our record-high engagement

scores and strong retention rates. Winning this award is not just

a recognition of our workplace culture, but also confirmation

that our purpose of helping Aotearoa New Zealand eat and

live well resonates strongly within the team, empowering them

to thrive and grow alongside the business.

As we move forward, we remain dedicated to empowering

our people, nurturing talent, and fostering a culture where

everyone can succeed. By continuing to invest in our team

and championing inclusivity, we are ensuring that My Food

Bag remains not just a great place to work, but a business

that delivers exceptional experiences for our customers

ever y day.

27

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

food, beverage and consumer goods,

technology and commercial law. Sarah

leads the Manufacturing, Technology

and Services sector at New Zealand

Trade and Enterprise 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.

Tony 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 of Philosophy

degree at Loughborough University

of Technology in the United Kingdom.

He was made a Companion of the

New Zealand Order of Merit for services

to business governance in 2020.

Jennifer (Jen) Bunbury

Independent Non-Executive Director

Jen was appointed as a director of My

Food Bag in January 2021 and acts as

Chair of the Audit and Risk Committee.

She has an extensive background in

financial services, including NZX listings,

acquisitions, mergers and strategic

advisory. Jen an Investment Banking

director for 9 years, following investor

relations and other investment banking

roles in NZ and Europe. Jen currently is

an advisor to Stewart Family Investment

Office, she was also previously the CFO

of NZX listed Tourism Holdings.

Jen is a member of the NZ Institute of

Directors and participated in the Future

Directors programme with the board of

agribusiness Scales Corporation. Jen

completed a Bachelor of Commerce

majoring in finance, graduating with

first-class honours from the University

of Canterbury.

BOARD OF DIRECTORS

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025

28

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

lead 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, STIHL Limited, 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.

29

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 and providing

insights that support effective

decision making across

the business.

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)

Polly Brodie

Head of Development Kitchen

Polly leads the Culinary team,

where creativity, flavour, and

strategy come together. With

a background in nutrition,

she ensures every menu is as

nourishing as it is delicious.

Polly’s team is responsible

for the recipes My Food

Bag customers cook each

week from designing menus,

developing new ingredients,

and creating the rich culinary

content that brings each

dish to life.

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)

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)

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025

30

Craig Jordan
Chief Digital & Growth Officer

Craig leads the company’s

digital, technology, data

and growth teams. These

teams drive transformation

across the business, support

key processes and enable

growth and efficiency

through data. Craig also

leads the MFB ecommerce

trading function focused on

improving revenue through

our digital channels.

Past experience:

• Chief Digital Officer, My

Food Bag (2018 – 2023)

• 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 )

Trish Whitwell

Chief Customer Officer

Trish leads both Customer

Love and Brand Marketing

at My Food Bag. She heads

the Brand Marketing team to

deliver campaigns that build

awareness across the brand

portfolio and drive business

growth through new product

development and evolution of

existing offerings. Through her

leaderships of the Customer

Love team, she champions a

seamless customer experience

that strengthens brand loyalty

and satisfaction.

Past experience:

• Head of Innovation, My

Food Bag (2018-2023)

• Head of Marketing, My

Food Bag (2016 – 2017)

• Marketing Manager –

Meadow Fresh, Goodman

Fielder (2015 – 2016)

• Marketing Manager –

Digital Channels, TVNZ

(2011 – 2013)

31

MANAGEMENT TEAM

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025
32

33
FINANCIAL STATEMENTS

Statement of

Financial Position 34

Statement of

Comprehensive Income 35

Statement of

Changes in Equity 36

Statement of

Cash Flows 37

Notes to the

Financial Statements 38

Independent

Auditor’s Report 56

Financial Statements

FOR THE YEAR ENDED 31 MARCH 2025

FINANCIAL STATEMENTS

33

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025
34

Statement of Financial Position

AS AT 31 MARCH 2025

For and on behalf of the Board of Directors who authorised the issue of the financial statements on 21 May 2025.

Tony Carter

Chair

21 May 2025

Jen Bunbury

Director

21 May 2025

NZ$000Note20252024

ASSETS

Current

Cash and cash equivalents1,53415 0

Trade and other receivables

55753 11

Inventories

6404449

Prepayments 71 0 728

Total current assets3,2231,638

Non-current

Property, plant and equipment

96,9328,035

Intangible assets

1086,4668 5 , 912

Right-of-use assets

116,8968,418

Other receivables-11 6

Total non-current assets100,294102,481

Total assets103,517104,119

LIABILITIES

Current

Bank overdraft

13-472

Trade and other payables

711,27810,767

Deferred revenue10257

Lease liabilities

112,5542,383

Other current liabilities

82,3041, 570

Tax liability619949

Total current liabilities16,76516,398

Non-current

Lease liabilities

115,3397,324

Borrowings

138,47311,446

Deferred tax liability

153,947 4,029

Provisions330330

Total non-current liabilities18,089 23,129

Total liabilities34,854 39,527

Net assets68,66364,592

EQUITY

Share capital

125 9 , 81359,336

Retained earnings8 , 11 34,420

Share-based payment reserve737836

Total equity68,66364,592

35
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025

35

Statement of Comprehensive Income

FOR THE YEAR ENDED 31 MARCH 2025

FINANCIAL STATEMENTS

NZ$000Note20252024

Income1162,102162,235

Cost of sales(124,403)(125,517)

Gross profit37,69936,718

Marketing expenses(5,009)(4,514)

Financing expenses(1,584)(1,971)

Indirect expenses(22,620)(21,853)

Other income

1 15 0 238

Net profit before tax

3 8,636 8,618

Income tax expense

15(2,286)(2,574)

Net profit after tax6,350 6,044

Total comprehensive income 6,350 6,044

NZ$NZ$

Earnings per share

Basic and diluted earnings per share

4 0.03 0.02

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025
36

Statement of Changes in Equity

FOR THE YEAR ENDED 31 MARCH 2025

NZ$000NoteShare capital

Retained

earnings

Share-based

payment

reserveTotal equity

At 1 April 202459,3364,42083664,592

Net profit for the year-6,350-6,350

Total comprehensive income for the year-6,350-6,350

Dividend

12-(2,799)-(2,799)

Issuance under share scheme47714 2(619)-

Share-based payments--520520

At 31 March 20255 9 , 8138 , 11373768,663

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

37
FINANCIAL STATEMENTS

Statement of Cash Flows

FOR THE YEAR ENDED 31 MARCH 2025

NZ$000Note20252024

OPERATING ACTIVITIES

Cash was provided from:

Receipts from customers161, 762159,557

Proceeds from insurance715 0

Interest received13 068

Cash was applied to:

Payments to suppliers(144,418)(144,717)

Interest paid(1,557)(1,944)

Tax paid(2,697)(3,315)

Net cash flows from operating activities13,2279,799

INVESTING ACTIVITIES

Cash was provided from:

Proceeds from the sale of property, plant and equipment223

Cash was applied to:

Purchase of property, plant and equipment(496)(1,705)

Payments for development of software(2,674)(2,143)

Net cash flows from investing activities(3,168)(3,825)

FINANCING ACTIVITIES

Cash was provided from:

Proceeds from borrowings

132,50010,000

Cash was applied to:

Principal payments on leases(2,404)(2,451)

Dividends paid(2,799)-

Repayment of borrowings

13(5,500)(10,000)

Net cash flows from financing activities(8,203)(2,451)

Net (decrease) / increase in cash flows1,8563,523

Cash and cash equivalents at the beginning of the year(322)(3,845)

Net (bank overdraft) / cash and cash equivalents at the end of the year1,534(322)

Represented by:

Cash and cash equivalents 1,534 150

Bank overdraft - (472)

Net (bank overdraft) / cash and cash equivalents at the end of the year1,534(322)

General Information 39
Financial Performance 40

1. Income 40

2. Segment Reporting 40

3. Expenses 41

4. Earnings per Share (EPS) 41

Working Capital 42

5. Trade and Other Receivables 42

6. Inventories 42

7. Trade and Other Payables 43

8. Other Current Liabilities 43

Long-term Assets 44

9. Property, Plant and Equipment 44

10. Intangible Assets 45

11. Leases 47

Funding and Equity 48

12. Share Capital and Dividend 48

13. Borrowings 49

14. Financial Risk Management 50

Other Notes 51

15. Taxation 51

16. Share-based Payments 52

17. Related Party Transactions 55

18. Operating Cash Flow Reconciliation 55

19. Contingent Liabilities 55

20. Capital Commitments 55

Notes to the Financial Statements

FOR THE YEAR ENDED 31 MARCH 2025

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025

38

39
FINANCIAL STATEMENTS

Notes to the Financial Statements

FOR THE YEAR ENDED 31 MARCH 2025

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 cost 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

The Group adopted all mandatory new and amended NZ IFRS Standards and Interpretations and there has been no material impact

of the Group’s financial statements.

In May 2024, the External Reporting Board issued NZ IFRS 18 Presentation and Disclosure in Financial Statements that is effective

for the accounting period that begins on or after 1 January 2027. This standard has not been early adopted in preparing these

financial statements.

There are no other new standards, amendments or interpretations that have been issued and are not yet effective, that are expected

to have a significant impact on the Group.

Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2025

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025

40

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$00020252024

Revenue from contracts with customers162,102162,235

Total income162,102162,235

Interest income13 068

Proceeds from insurance715 0

Other income1320

Total other income150 238

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, meal solutions and grocery items to New Zealand customers.

The Group operates in one geographic area, New Zealand.

41
FINANCIAL STATEMENTS

3. Expenses

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

NZ$00020252024

Staff expenses

Salaries and wages16,42215,385

Defined contribution pension costs504489

Share-based payment expense520570

Interest expense1,5841, 9 71

IT expenses2,8502,886

Depreciation and amortisation5,9845 , 51 0

Loss on disposal of property, plant and equipment 1153

Fees paid to the auditor (Ernst & Young)

Audit of the financial statements

1

16 014 8

1. The audit fee includes the fee for the annual audit of the financial statements (FY24: 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.

20252024

Basic and diluted earnings per share

Net profit attributable to equity holders (NZ$000)6,350 6,044

Weighted average number of shares for basic EPS (000)242,981 242,438

Weighted average number of shares for diluted EPS (000) 251,041 246,548

Basic and diluted earnings per share (NZ$)0.030.02

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 2025

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025

42

Working Capital

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

and cash is received, in advance each week (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$00020252024

Trade receivables327380

Provision for impairment of trade receivables(171)(241)

Other receivables419172

Trade and other receivables5753 11

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$00020252024

Ingredients and work in progress2 2118 9

Finished goods-14 0

Packaging18 312 0

Inventories404449

In FY25, 31 March landed on a Monday (FY24: Sunday) meaning all meal kits had been delivered, resulting in a nil finished

goods balance.

During the year inventories of $86,676,000 (2024: $89,507,000) were recognised as an expense in Cost of sales.

43
FINANCIAL STATEMENTS

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$00020252024

Trade payables9,413 9,086

Other payables465 532

Accrued expenses1,4001,14 9

Trade and other payables11 , 2 7 810,767

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$00020252024

Accrued wages and salaries1,362652

Annual leave85373 8

Employee benefits2 , 2151,390

Other liabilities8918 0

Other current liabilities2,3041,570

Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2025

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025

44

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 17.5% - 25% (2024: 17.5% - 25%)

• Plant and machinery 6% - 67% (2024: 6% - 67%)

• Furniture, fixtures and fittings 7% - 67% (2024: 7% - 67%)

• Computers 10.5% - 67% (2024: 10.5% - 67%)

NZ$000Motor vehicles

Plant and

machinery

Furniture,

fittings and

equipmentComputersTotal

Cost

At 1 April 20244139,8271,94 087013,050

Additions-3572711 2496

Disposals-(35)(33)(182)(250)

At 31 March 202541310,1491,93480013,296

Accumulated depreciation

At 1 April 20242802 , 7131,3246985 , 015

Depreciation231, 29415 611 31,586

Disposals-(23)(33)(181)(237)

At 31 March 20253033,9841,4476306,364

Net book value at 31 March 202511 06,1654871706,932

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

At 31 March 2025 additions of $61,000 (2024 $24,000) included in Plant and machinery are not ready for use and therefore have

not been subject to depreciation during the year.

45
FINANCIAL STATEMENTS

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%) (2024: 14% -33%). 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.

Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2025

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025

46

NZ$000GoodwillBrandsSoftware

Software

WIPOtherTotal

Cost

At 1 April 202463,63118,35710,7484485 , 2 6198,445

Additions---2,674-2,674

Transfers--2,879(2,879)--

Disposals---(22)-(22)

At 31 March 202563,63118,35713,6272 215,261101,097

Accumulated amortisation

At 1 April 2024--7, 2 7 2-5 , 2 6112,533

Amortisation--2,098--2,098

At 31 March 2025--9,370-5,26114,631

Net book value at 31 March 202563,63118,3574,2572 21-86,466

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

IMPAIRMENT TESTING

As at 31 March 2025, 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 2025. 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 FY26. Cashflows are based on estimates of revenue growth and EBITDA

margin assumptions.

Revenue growth has been estimated based on past and forecast delivery numbers, as well as average order value. These

assumptions take into account current economic forecasts, the momentum observed with our FY25 exit rates and the potential to

attract new customers including through the My Food Bag Shop. EBITDA margin has been estimated based on past and forecast

EBITDA margin, My Food Bag’s history of enacting price increases to mitigate the impact of ingredient inflation, economies of scale

and other cost efficiency gains.

The post-tax discount rate used in the model is 12.4% (2024: 13.8%).

47
FINANCIAL STATEMENTS

The terminal growth rate applied to the forecast cash flows after year five is 2.0% (2024: 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 assumption Change in key assumption

Reduction in

recoverable

amount

NZ $million

Increase in

recoverable

amount

NZ $million

Would the

change result

in impairment

Revenue growth FY27 onwards: 5.1% + / - 200 basis points -8.89.2 No

EBITDA margin FY31 onwards: 12.8% + / - 100 basis points -8.9 8.8No

Discount rate: 12.4% + / - 100 basis points -9.8 11 . 9No

Terminal growth rate: 2% + / - 100 basis points -7.2 8.8 No

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 one

and eight years (2024: 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.

20252024

NZ$000

Net book

value

Depreciation

charge

Net book

value

Depreciation

charge

Property6,1452,0278,0042,203

Plant and machinery751272414275

Right-of-use assets6,8962,2998,4182,478

Additions to right-of-use assets during the year were NZ$719,000 (2024: NZ$517,000). This amount relates to renewed

leased fleet.

Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2025

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025

48

Amounts recognised in the Statement of Comprehensive Income

NZ$00020252024

Interest on lease liabilities498579

Expense relating to short-term leases and low value assets957

Lease liabilities

NZ$00020252024

Lease liabilities at 1 April9,70711,879

Principal lease payments(2,404)(2,451)

New leases719517

Non-cash changes in lease liabilities(129)(238)

Lease liabilities at 31 March7,8939,707

Total cash payments for leases during the year was NZ$2,902,000 (2024: NZ$3,029,000).

Funding and Equity

12. Share Capital and Dividend

SHARE CAPITAL

20252024

Fully paid ordinary sharesNZ$000

Number

000sNZ$000

Number

000s

At 1 April and 31 March5 9 , 8132 4 3 ,17059,336242,438

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$00020252024

Final dividend for 2024 – 0.5 cents per share 1,215 -

Interim dividend for 2025 – 0.65 cents per share 1,584 -

Dividends paid 2,799 -

The imputation credit account balance as at 31 March 2025 is NZ$5,961,000 (2024: NZ$3,122,000).

Dividend declared after the reporting period

On 21 May 2025 the Board declared a fully imputed final dividend of 0.85 cents per share, to be paid on 19 June 2025 to

shareholders on the company’s register on 5 June 2025. A Dividend Reinvestment Plan will operate for the FY25 dividend.

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.

49
FINANCIAL STATEMENTS

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$00020252024

Bank loan – non-current 8,473 11,446

Total borrowings 8,473 11,446

Less: cash and cash equivalents(1,534)(150)

Add: bank overdraft - 472

Net (cash) / debt 6,939 11,768

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$00020252024

Total borrowings at 1 April 11,446 11,420

Proceeds from borrowings 2,500 10,000

Repayments of borrowings(5,500)(10,000)

Non-cash change in deferred finance costs 27 26

Total borrowings at 31 March 8,473 11,446

Funding arrangements

The Group’s funding arrangements are shown below.

NZ$00020252024

Revolving credit facility 15,000 25,000

Bank overdraft 5,000 5,000

Total facilities 20,000 30,000

Revolving credit facility utilised(8,500)(11,500)

Bank overdraft utilised-(472)

Total undrawn facilities 11,500 18,028

The revolving credit facility of NZ$15,000,000 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 FY25 the revolving credit facility was amended to reduce the amount of the facility available.

Loan covenants

The group is required to comply with the following financial covenants:

(a) The Interest Cover Ratio is not less than 3.50

(b) The Leverage Ratio must be less than 3.00 times

The Group was in compliance with its banking covenants during the year, and at 31 March 2025. The Group was also in

compliance with its banking covenants during the prior year and at 31 March 2024.

Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2025

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025

50

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.

2025

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 8,473 8,500 - - 8,500 -

Bank overdraft ---- --

Lease liabilities 7,893 9,347 740 2,2214,5231,863

Trade and other payables 11,278 11,278 11,278 ---

Financial liabilities 27,644 29,125 12,018 2,221 13,023 1,863

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 payables 10,76710,767 10,767 ---

Financial liabilities 32,392 33,951 11,931 2,064 17, 212 2,744

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 Group’s borrowings held at reporting date.

20252024

NZ$000EquityProfitEquityProfit

50 basis point increase(54)(54)(75)(75)

10 basis point decrease11111515

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.

51
FINANCIAL STATEMENTS

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$00020252024

Current period2,7872,750

Adjustments to prior periods(419)11 2

Current tax expense2,3682,862

Origination and reversal of temporary differences (82) (288)

Deferred tax expense(82) (288)

Income tax expense 2,286 2,574

Reconciliation of effective tax rate

NZ$00020252024

Profit before tax8,6368,618

Prima facie income tax expense at 28% on profit before tax2,4182,413

Non-deductible expenses (95) 49

Adjustments to prior periods (37) 11 2

Income tax expense 2,286 2,574

Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2025

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025

52

Deferred tax

Deferred tax assets and liabilities are attributed to the following:

NZ$000At 1 April 2024

Recognised in

profit or lossAt 31 March 2025

Property, plant and equipment287(378)(91)

Right-of-use assets(2,389)459(1,930)

Lease liability2,810(508)2,302

Prepayments(133)66(67)

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

Accruals and provisions414200614

Share-based payments12 2243365

Net deferred tax liability(4,029)82(3,947)

NZ$000At 1 April 2023

Recognised in

profit or lossAt 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 payments319112 2

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

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).

53
FINANCIAL STATEMENTS

ESOS

There were no Employee Share Ownership Scheme (ESOS) share rights offered to employees during the period to 31 March 2025

(31 March 2024: 0).

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.

In July 2024, 268,869 shares vested in respect of the FY23 grant.

LTI

LTI – FY25 awards

The CEO and members of the Senior Leadership team 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 3 years subject to achievement of continued employment with the Group and the absolute TSR

compared to hurdles set by reference to My Food Bag’s Cost of Equity plus various premiums. Accelerated vesting (up to 50%) after

2 years will occur if performance conditions are met.

The board approved 6,321,585 LTI performance share awards during the period to 31 March 2025 (31 March 2024: 6,922,230).

LTI – FY24 awards

The CEO, Senior Leadership Team and certain Key Operational Leaders were eligible to participate in the FY24 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 TSR compared to the companies included in the NZX 50 (TSR tranche).

LTI – FY23 awards

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

In July 2024, 463,179 shares vested in respect of the FY23 grant.

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 2025

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025

54

Number of rights outstandingESOSLTI

At 1 April 2024290,8526,913,939

Granted - July 2024 -6,321,585

Vested - June 2024(268,869) (463,179)

Lapsed

1

-(519,563)

Forfeited

2

(21,983) -

At 31 March 2025 -12,252,782

Number of rights outstandingESOSLTI

At 1 April 2023360,1831,164,001

Granted - June 2023 -6,922,230

Forfeited

2

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

At 31 March 2024290,8526,913,939

1. Lapsed rights refer to the share rights that have not vested due to performance criteria not being met

2. Forfeited rights relate to the share rights of eligible employees who have ceased employment before vesting date

732,048 rights vested during the period to 31 March 2025 (31 March 2024: none).

At 31 March 2025, there was no remaining contractual life of the rights issued under the ESOS schemes (FY24: 2 months), and the

weighted average contractual life of rights issued under the LTI schemes is one year, two months (FY24: 1 year).

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

Jul 24Jun-23 Dec-22 Jun-22

Share price at grant date $0.15$0.18 $0.40 $0.83

Risk-free interest rate 4.6%5.1% 3.4% 3.4%

Expected cash dividend yield 12.9%.11.4% 8.6% 8.6%

Expected share price volatility 51.6%48.1% 36.7% 36.7%

Vesting period 3 years (accelerated

vesting 2 years)

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 $0.11$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.

55
FINANCIAL STATEMENTS

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 five members (2024: five) and the SLT comprised seven members (2024: seven).

NZ$00020252024

Short-term employee benefits2,8042,411

Share-based payment transactions382272

Directors’ remuneration502569

Key management personnel remuneration3,6883,252

TRANSACTIONS WITH RELATED PARTIES DURING THE YEAR

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

NZ$00020252024

Key management personnel

Sale of goods5960

18. Operating Cash Flow Reconciliation

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

NZ$00020252024

Net profit before tax8,6368,618

Adjustments for non-cash items

Depreciation and amortisation5,9845 , 51 0

Non-cash change in deferred finance costs2726

Loss on disposal of property, plant and equipment1153

Loss on the disposal of intangible assets22-

Share-based payment expense520570

Changes in assets and liabilities

(Increase)/decrease in Trade and other receivables(335) 359

Decrease in inventories451 , 7 11

Decrease in Prepayments18 900

Increase/(decrease) in Trade and other payables509(1,965)

Decrease in Deferred revenue(247)(2,942)

Increase in other current liabilities7342 74

Income tax paid(2,697)(3,315)

Net cash flows from operating activities13,227 9,799

19. Contingent Liabilities

The Group has no contingent liabilities (2024: Nil)

20. Capital Commitments

The Group has capital commitments of NZ$1,000 (2024: NZ$81,000)

56
MY FOOD BAG GROUP LIMITED

ANNUAL REPORT 2025

Independent Auditor’s Report

FOR THE YEAR ENDED 31 MARCH 2025

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 34 to 55, which comprise the consolidated statement of financial position of the Group as at 31 March 2025,

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 34 to 55 present fairly, in all material respects, the consolidated

financial position of the Group as at 31 March 2025 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 judgment, were of most significance in our audit of the consolidated

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

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

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

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

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

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

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

consolidated financial statements.

A member firm of Ernst & Young Global Limited



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
GOODWILL AND BRAND INTANGIBLE ASSETS’ IMPAIRMENT ASSESSMENT

Why significantHow our audit addressed the key audit matter

At 31 March 2025 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 estimated by management each reporting period using 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 other information, 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.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025
58

Independent Auditor’s Report (continued)

FOR THE YEAR ENDED 31 MARCH 2025

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 consolidated financial statements as a whole are free

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

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

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

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

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

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

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

21 May 2025

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.

59
Non-GAAP

Financial Information 60

Corporate Governance

Statement 61

Other Disclosures 73

Directory 81

Key Dates 81

Other Information

OTHER INFORMATION

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025
60

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

NZ$00020252024

Net profit after tax 6,350 6,044

Add: Tax 2,286 2,574

Net profit before tax 8,636 8,618

Add: Depreciation and amortisation 5,984 5,510

Add: Net financing costs 1,453 1,903

EBITDA 16,073 16,031

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

NZ$00020252024

Revenue 162,102 162,235

Less: Cost of goods sold(82,106) (83,608)

Gross margin 79,996 78,627

Less: Assembly and distribution costs(42,232) (41,909)

Contribution margin 37,764 36,718

Non-GAAP Financial Information

61
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025

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 21 May 2025 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 17 March 2025.

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

OTHER INFORMATION

Corporate Governance Statement (continued)
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025

62

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.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025
63

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

Retail

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 2025MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025

64

ATTENDANCE AT BOARD AND COMMITTEE MEETINGS

For the year ended 31 March 2025

Board meetings

available to

attend

Number

attended

ARC

1

meetings

available to

attend

4

Number

attended

NRC

2

meetings

available to

attend

Number

attended

MC

3

meetings

available to

attend

Number

attended

Tony Carter12124433--

Sarah Hindle1212443344

Jen Bunbury12124433--

Cecilia Robinson1212333344

Mark Powell1212333344

During FY25, 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 2025, the

median pay gap

5

across the organisation was 3.44% (versus 1.35% at 31 March 2024). 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. In FY25, My Food Bag has intensified its focus on education within our Diversity Equity

and Inclusion (DE&I) space. Building on our previous efforts, we have continued to celebrate cultural events such as Lunar New Year,

Diwali, and Māori Language Week across our sites. Additionally, we have introduced neurodiversity training for managers to foster

a more inclusive and supportive workplace environment. These initiatives are part of our ongoing commitment to creating a diverse

and inclusive culture where every team member feels valued and understood. Further updates on our DE&I 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.

4. Part way through FY25, the Board made the decision to reduce the size of the Audit and Risk Committee to three members, being Jen Bunbury (Chair), Tony Carter (Board Chair) and

Sarah Hindle. For this reason, Cecilia Robinson and Mark Powell attended fewer meetings of the Audit and Risk Committee in FY25.

5. Gender pay gap is calculated as the difference between the median hourly rate of male and female employees as a % of the male hourly rate.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025
65

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.

2024

1, 3

2025

1, 3

FemaleMaleFemaleMale

Directors3232

Officers

2

4343

Other employees1049010495

Total1119511110 0

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. During FY25 the Board

completed a thorough performance evaluation facilitated by a third party provider.

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 21 May 2025 (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 judgment to bear on issues

before the Board, to act in the best interests of the Company and to represent its shareholders generally. For completeness, one of the

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 2025MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025

66

factors expressed in the NZX Code is whether a Director is currently deriving a substantial portion of his or her annual revenue from

My Food Bag (including director fees). While the Board recognises that this factor may apply to several of the Directors, ultimately

this did not change the Board’s determination of the independence of any Director – in this regard, the Board considered that the risk

of this factor influencing the decision making of any Director to be negligible, particularly when considered in light of the professional

nature of the role of a director, the ability to secure alternative work and each Director’s broader financial circumstances.

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 FY25 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 Tony Carter, Sarah Hindle and Jen Bunbury who is Chair of the Audit and Risk Committee and has a background

in financial services and was previously the Chief Financial Officer of another major listed company. The size of the Audit and Risk

Committee changed part way through FY25 and, as a result of this change, the Committee no longer includes all Directors. 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.

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.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025
67

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 FY25 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 judgment, compliance with accounting standards, stock exchange and legal requirements, and the results of the external audit.

Non-financial reporting

Non-financial information is included throughout 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 FY24, with a reduction in emissions on both an absolute

basis and on a per-revenue basis. My Food Bag is in the process of finalising its FY25 carbon measurement and continues to work

on strategies to reduce its packaging and delivery emissions including with its delivery partner, NZ Post.

OTHER INFORMATION

Corporate Governance Statement (continued)
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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 (and

is not required to be divided equally). 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.

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 FY25 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

Directors Remuneration Policy was reviewed and updated on 17 March 2025 to reflect the presumption that actual fees for Directors

will be adjusted on an annual basis by the same percentage as the budgeted salary increases for employees of My Food Bag (at

an organisation-wide level), subject to any other relevant factors which may need to be considered by the Board in the particular

circumstances and provided such increases remain within the approved fee pool limit. 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 FY25, 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 FY25, the STI was based 60% on company performance (targets for EBITDA, Active Customers

and eNPS) 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 component was substantially achieved in respect of FY25, and the

individual performance component was also capable of being paid out to eligible employees depending on the outcome of their

annual performance review.

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• Long term variable remuneration – certain members of the Senior Leadership Team were invited to participate in the My

Food Bag’s long term incentive plan (LTI) which continued to operate in FY25. 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 FY25 comprised retention over the vesting period of three years and the achievement of a performance hurdle

measured by reference to My Food Bag’s absolute total shareholder returns over that vesting period (with those hurdles in turn

set by reference to My Food Bag’s cost of equity plus various premiums). Under this grant, up to 50% of the performance share

rights are capable of vesting on an accelerated basis after two years if certain performance hurdles are met. The value of these

grants was generally 40% of base salary (or 75% for the CEO).

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 FY25 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.

OTHER INFORMATION

Corporate Governance Statement (continued)
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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.

Competition Customers may switch to existing competitors

(including supermarkets), 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 mealkit 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.

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 or recall products.

Our reputation could be impacted and we

may face regulatory consequences.

We have strict and thorough procedures in place

for safe food handling. These include inward checks

of ingredients, temperature control through storage

and delivery, dedicated quality assurance personnel,

quality control procedures, and maintenance of

incident registers. We continually monitor customer

feedback and have strict supplier standards, including

an “Approved Supplier Programme”. The food safety

team audit our suppliers as part of this programme to

ensure compliance in our supply chain. We also have

procedures to ensure adherence to labelling standards.

My Food Bag undergoes external audits to maintain

our National Programme registration with MPI.

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. In FY25 we had a third party review to

provide additional input into this roadmap.

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.

1. Certain financial risks are separately disclosed in the audited FY25 financial statements included in this Annual Report.

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AreaDescription of riskKey strategies to mitigate

Product assembly Product assembly could be disrupted by an

event (e.g. fire, power outage, weather events).

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.

Having two sites provides contingency in the

operating model with the ability to move volume

between sites.

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.

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. A business

continuity plan for flood events is in place.

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

upcoming menus, delay production or seek to

pass on sustained price increases to customers.

We communicate any changes clearly and

appropriately with our customers.

Brand and marketing A brand ambassador or promoter could be

brought under public scrutiny and bring into

question the integrity of our brand and cause a

loss of goodwill and customer trust.

We have a long association with our brand

ambassadors and go through a careful process when

selecting new brand ambassadors.

We also monitor content and follow up rapidly if any

inappropriate or offensive content is identified.

HEALTH AND SAFETY

My Food Bag is very conscious of the importance of health and safety. The business adopts a systematic approach to the

management of health and safety risks and has comprehensive health and safety documentation in place. Detailed health and

safety policies, standards and procedures are implemented alongside hazard and risk management processes, including an incident

notification and management system. The business encourages active involvement by Directors, management, employees and

contractors to participate in improving health and safety within the organisation.

The specific initiatives and programmes established by My Food Bag during FY25 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 FY25 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 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 13 August 2025. 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.

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MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025

Other Disclosures

STOCK EXCHANGE LISTING

The Company’s ordinary shares are listed and quoted on the NZX Main Board under the company code ‘MFB’.

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 FY25.

MY FOOD BAG DIRECTORS

The Directors of the Company holding office as at 31 March 2025 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

The current Directors of the Company’s only subsidiary, My Food Bag Limited, are Mark Winter (CEO) and Louise Newsome (CFO).

OTHER INFORMATION

Other Disclosures (continued)
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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 FY25 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 2025, 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)

Loughborough Investments Limited (director)

Maurice Carter Charitable Trust (trustee)

Skin Institute Holding Company Limited (director)

The Interiors Group Holdco Limited (director)

Ravensdown Limited (director)

The Warehouse Group Limited (director)

Jen BunburyFenway Capital Limited (director)

Stewart Family Investment Office (adviser)

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 (lead independent director)

JB Hi-Fi Group Limited (director)

Tahi Electrical Limited (director)

STIHL Pty. Ltd (director)

STIHL Limited (director) (effective 1 April 2025)

For completeness, during FY25 Mrs Bunbury ceased to be a director of Oyster Property Group and Oyster Industrial Limited

(effective 12 April 2024).

There were no specific disclosures made by Directors of the Company or its subsidiary during FY25 of any interests in transactions

entered into by the Company or its subsidiary.

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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 2025.

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 2025 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. 450,000 of these ordinary shares are

held by FNZ Custodians Limited as custodian for Loughborough Investments

Limited.

504,054

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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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 FY25. No shares were acquired or

disposed of by a Director during any “blackout” period of trading prescribed by the Company’s Securities Trading Policy.

DirectorDate Nature of transactionConsideration (NZ$)Shares

Tony Carter5 June 2024Acquisition$15,200100,000

Tony Carter27 Nov 2024Acquisition$11,25050,000

Tony Carter16-18 Dec 2024Acquisition$21,578100,000

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 FY25 is set out in the table of remuneration bands below.


Remuneration (NZ$) Number of employees

100,000 - 109,99913

110,000 - 119,9994

120,000 - 129,9991

130,000 - 139,9994

140,000 - 149,9993

150,000 - 159,9995

160,000 - 169,9994

170,000 - 179,9991

180,000 - 189,9991

190,000 - 199,9992

200,000 - 209,9991

210,000 - 219,9992

250,000 - 259,9992

280,000 - 289,9991

300,000 - 309,9991

390,000 - 399,9991

400,000 - 409,0001

620,000 - 629,9991

The remuneration figures include all monetary amounts actually paid to employees and former employees during FY25, including:

base salaries; short-term incentives (if any) paid in FY25 (relating to FY24); 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 2025 relating to FY25; 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.

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Directors’ remuneration and other benefits

The total remuneration and value of other benefits received by each Director in respect of FY25 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 FY25

1

Tony Carter (Chair)$140,000

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

FY25 is set out in the table below.

Remuneration – Mark WinterFY25 (NZ$)FY24 (NZ$)

Base salary

2

$546,000$520,000

Short Term Incentive (STI)

3

$49,920nil

Long Term Incentive (LTI)

4

$7,035nil

Other benefits

5

$22,046$119,200

1. Directors’ fees are gross amounts in NZD and exclude GST (where applicable) and are rounded to the nearest dollar.

Directors also receive concessions on My Food Bag’s products (similar to employees) in addition to the amount below.

This totals $22,034 for FY25.

2. Base salary is not at risk.

3. Includes the individual component of the STI in respect of FY24, which was paid to Mr Winter in FY25.

4. 54,114 ordinary shares were issued to Mr Winter in FY25 upon exercise of certain vested share rights.

5. Includes a contribution of 3% of gross earnings towards Mr Winter’s KiwiSaver scheme and in FY24 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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CEO PAY FOR PERFORMANCE (FY25)

Mr Winter was eligible to participate in the Company’s Short Term Incentive plan (STI) in FY25. This is a recurring STI plan, which

rewards achievement against prescribed performance measures. Details of the STI that operated in respect of FY25 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 (EBITDA, Active Customers and

eNPS targets).

101% of total STI Paid

based on individual and

company performance

targets met.

Mr Winter also participates in the Company’s Long Term Incentive scheme (LTI).

54,114 performance share rights granted to Mr Winter in 2022 vested and were exercised during FY25, resulting in Mr Winter being

issued 54,114 ordinary shares in the Company. The other performance share rights granted to Mr Winter in 2022 (in his capacity as

CFO and CEO) did not vest. Mr Winter was granted 2,659,091 new performance share rights in FY25, all of which are linked to the

Company’s absolute total shareholder return (TSR) against hurdles set by reference to MFB’s cost of equity plus various premiums.

The grants that have been made to Mr Winter under the LTI but which have not yet vested are described in the table below. Each

performance right entitles Mr Winter to receive one share in My Food Bag on vesting.

GrantRolePerformance RightsPerformance MeasuresVesting Date

July 2024CEO2,659,091100% performance-based, linked to the

Company’s absolute TSR performance against

hurdles set by reference to My Food Bag’s Cost

of Equity plus various premiums.

2027 (accelerated vesting

of up to 50% possible

in 2026)

July 2023

1

CEO1,344,051100% performance-based, linked to the

Company’s relative TSR performance against

the NZX50.

2025

The extent to which those performance rights which are capable of vesting in 2025 will vest, will be determined by the Company

shortly after the release of this annual report.

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 in the event that he remains with the business at

the time that his performance rights vest in 2025.

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SHAREHOLDER INFORMATION

The shareholder information in this section of the disclosures has been taken from the Company’s registers.

Twenty largest shareholders (as at 11 April 2025)

Shareholder

1

Number of ordinary shares% of ordinary shares

Long Term Food Group LP38,165,965 15.63%

James C Robinson, Cecilia C L Robinson and

Heimsath Alexander Trustee Limited

19,015,9337.79%

FNZ Custodians Limited16,900,343 6.92%

New Zealand Depository Nominee14,221,214 5.82%

Accident Compensation Corporation12,053,853 4.94%

Peter Duncan Garvan10,100,0004.14%

Custodial Services Limited8,314,4353.40%

New Zealand Permanent Trustees Limited8,048,994 3.30%

Forsyth Barr Custodians Limited7, 4 6 7,1913.06%

Theresa Elizabeth Gattung and Philippa Mary Greenwood6,825,158 2.79%

Masfen Securities Limited5,000,000 2.05%

Lennon Holdings Limited4,270,0001.75%

Carlos Edward James Bagrie, Covisory Trust Limited &

JKA Holdings Limited

3,775,639 1.55%

Daniel Charles Skinner2,796,034 1 .14 %

Tea Custodians Limited2,598,0661.06%

Craggy Range Vineyards Limited1,881,0900.77%

FNZ Custodians Limited1,820,911 0.75%

Neville Charles Goldie, Colin John McEwan and Kevin John Roberts1,669,570 0.68%

JBWere (NZ) Nominees Limited1,227,187 0.50%

HSBC Nominees (New Zealand) Limited1,126,0810.46%

Total167,277,66468.50%

Distribution of shareholders and shareholdings

As at 11 April 2025, the total number of voting securities of the Company was 243,169,572 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 – 1,0002,691 45%1,410,239 0.58%

1,001 – 5,000 1,928 32% 5,028,6912.07%

5,001 – 10,000 550 9% 4,243,841 1.75%

10,001 – 100,000 695 11 %24,236,3329.96%

100,001 and over 159 3%208,250,46985.64%

Total6,023100.00243,169,572100.00

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 11 April 2025, the total holding through NZCSD was 24,358,690

ordinary shares or 9.97% of shares on issue.

OTHER INFORMATION

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025
Other Disclosures (continued)

80

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 2025. There were 243,169,572 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

38,165,96515.63%31 March 2023

James Robinson, Cecilia Robinson, and

Heimsath Alexander Trustee Limited as

trustees of the APL Holdings Trust19,015,9337.79%21 Dec 2023

EXERCISE OF NZX DISCIPLINARY POWERS

NZX did not take any disciplinary action against the Company during FY25. 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 FY25.

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 FY25 is $160,000. No other professional services were provided by EY during FY25.

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 $26,644 to this charity in FY25 and collected

(and passed through) donations of $33,356 from customers. In FY25, My Food Bag also made a number of small donations

totalling $12,366 to the Heart Foundation, Cancer Society, Movember and the Kindness Collective. In addition, and as

discussed in further detail elsewhere in this Annual Report, My Food Bag regularly donates food to a number of worthwhile

New Zealand charities.

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025

MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2025
81

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 Customer 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 MUFG

Corporate Markets (formerly Link Market Services Limited).

MUFG Corporate Markets 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 Investor

Centre at nz.investorcentre.mpms.mufg.com.

NEW ZEALAND REGISTRY

MUFG Corporate Markets

Level 30 PwC Tower

15 Customs Street West

Auckland 1010

New Zealand

Ph: +64 9 375 5998

Email: myfoodbag@cm.mpms.mufg.com

nz.investorcentre.mpms.mufg.com

My Food Bag Group Limited

NZBN 6113607

Half year results – November 2025

FY26 year end – 31 March 2026

Key Dates

Annual shareholders’ meeting – 13 August 2025

Half year end – 30 September 2025

OTHER INFORMATION

myfoodbag.co.nz

---

FY25
results

2
Mark Winter

Chief Executive Officer

My Food Bag Group Limited FY25 Result

Louise Newsome

Chief Financial Officer

PRESENTING

today

CONTENTS

My Food Bag Group Limited FY25 Result
* EBITDA is a non-GAAP measure. A reconciliation from GAAP NPBT to non-GAAP EBITDA can be found in the appendices.

REVENUE

$

162.1m

EBITDA*

$

16.1m

NPAT

$

6.3m

49.3%

4

AVERAGE ORDER VALUE (AOV)

$

130.1

GROSS MARGIN %

YEAR IN

review

ACTIVE CUSTOMERS**

57.0k

FINAL DIVIDEND DECLARED

0.85cps

**Active Customers are defined as the number of unique customers who have purchased in the last 13 weeks

Launched My Food Bag Shop, providing consumers with convenient one-off meal
and gifting solutions

Active customer growth from product enhancements and brand investment

My Food Bag Group Limited FY25 Result5

YEAR IN

review

Strengthened margin through procurement initiatives despite inflationary

environment

Free Cash Flow of $7.6m, with further debt reduction of $4.9m since March 2024

Improved convenience, quality, and innovation driving FY25 growth

Increased personalisation and convenience for customers through UX re-design

of customer buying journey across web and mobile

Higher employee engagement and retention from culture and capability investment

1
BUSINESS

update

Be relevant and grow active customers by delivering flexibility, convenience and great value
Unlock new

Customer

Segments &

Occasions

Introduce new consumers

to My Food Bag through

new channels, new

audiences & ready made

Personalised

Solutions

Deliver consumers both

the curation they want and

the flexibility to personalise

MFB and FS led

Culture & Capability

Seamless

Convenience for All

Enhance the convenience

of our service across all

touchpoints and all brands –

shorter lead-times, UX,

growth of ready made and

fast recipes

Supply Chain ExcellenceData & Technology

Efficient Operating Model

Build Brand Love

& Advocacy

Building brand equity to

engage new & lapsed

customers, drive higher

customer advocacy to

improve LTV

We will grow leadership in meal kits and expand into

the wider online food category

Our Winning Brand Portfolio
My Food Bag Group Limited FY25 Result9

My Food Bag leverages Kiwi partnerships and our health credentials

•New Zealand Olympic Team collaboration during the 2024 Paris Olympics drove strong

engagement

•Nadia’s Farm TV show sponsorship, including exclusive recipes from the show, reinforced our

local credentials and connection with New Zealand households

•Offered more solutions for dietary preferences with the successful relaunch of our Gluten Free

bag in collaboration with Coeliac NZ, and prepared for the launch of our Diabetes Plan in early

April 2025 with the support of Diabetes NZ.

Bargain Box remains New Zealand’s most affordable meal kit

•Affordability messaging was amplified through high-impact campaigns such as the launch of our

giant Bargain Box, celebrating locally sourced produce in every box

•Expanded our low carb offerings in response to growing demand for healthier options

•Continued to deliver quality and variety with Meat Week campaigns and restaurant collaborations

Fresh Start continues to help Kiwis reach their weight loss and wellness goals

•8-week reset continues to drive customer engagement, with seasonal updates and a rewards

scheme that keeps participation levels high

•Introduced a high protein range in response to growing demand for this trend

Driving active customer growth through increased brand investment

Enhancing Customer Experience
As a result of our full re-design of the User Experience and re-

platforming of our website and app, customers can now access:

•Personalised meal recommendations

•An integrated My Food Bag cookbook, providing access to our full recipe

database

•An ingredient checklist to enable customers to see recipe staple ingredients

•Faster experiences with alignment of features across all platforms

We continue to provide more flexibility for customers

•We expanded our delivery network and opened additional delivery windows,

providing greater flexibility for our customers

Customer satisfaction and service performance trending up

•The pick technology implemented in FY24 continues to drive customer

satisfaction through improved picking accuracy

•Net Promoter Scores improved 7ppt on FY24 and customer compensation

continues to trend down

My Food Bag Group Limited FY25 Result10

Increasing flexibility and convenience for our customers

The My Food Bag Shop
•An expansion beyond our core offering of meal kits,

enabling us to reach a broader audience, including

corporate clients

•Attracts customers who want one-off purchases without a

subscription

•The current range features care packages, gifting

bundles, and ready made meals, all delivered nationwide

within 48 hours

•Seasonal offerings tailored to key occasions such as

Valentine’s Day and Easter Long Weekend products,

continue to be popular with consumers

•Customer response is overwhelmingly positive, with the

quality of our fresh, ready made meals a standout

•We will continue to enhance the offering, digital

experience, and communications throughout FY26

My Food Bag Group Limited FY25 Result11

A new flexible operating model successfully launched to engage a broader audience

Operational Excellence and Sustainability
Operational Excellence

•Introduced an operational excellence program to continue to drive

improvements across our operations, resulting in a better customer

experience through enhanced pick accuracy and delivery metrics

•Our pick technology enabled us to offer protein choice to customers within our

Christmas range which resulted in improved satisfaction scores and an uplift

in sales year on year

Reducing our environmental impact

•Continued efforts towards circular packaging solutions, including

transitioning two suppliers from cardboard to reusable crates for

ingredient deliveries

•Focused on eliminating waste such as removal of packaging for certain

pre-packed ingredients

Our commitment to local sourcing remains strong

•Inaugural My Food Bag Supplier of the Year Awards celebrated excellence in

quality, service, and innovation

•Consistently exceeded our 98% target of locally sourced produce and proteins

My Food Bag Group Limited FY25 Result12

Positive environmental, community and customer impacts continued in FY25

m
My Food Bag Group Limited FY25 Result13

Employee Engagement and Culture

•A strong employee engagement score continues to improve year on year

highlighting the positive culture we have cultivated

•45% of salaried roles filled internally with turnover at an all time low of 18%

•Internal promotions and professional development remain key priorities to

ensure our team continues to grow with the business

•Supporting our community through employment associations with A

Supported Life in Auckland and Skillwise in Christchurch

Awards

•We won the 2degrees Auckland Supreme Employer of the Year award in April

2025, recognising our commitment to our people

•The awards celebrated our dedication to fostering a diverse and inspiring

work environment, and our demonstrated focus on health, safety, and

wellbeing

Our People

Strengthening our culture and capability for the future

2
FINANCIAL

overview

Financial performance
Full year Net Proft is up 5% on FY24

My Food Bag Group Limited FY25 Result15

•Revenue and Average Order Value are positively impacted in H2 by

the introduction of My Food Bag serves 6 at a higher price point than

other bags

•FY25 H2 revenue growth of 5% on a normalised

3

year on year basis

•Gross margin is up 0.9ppt due to a focus on sourcing competitively

priced ingredients

•Contribution margin is up 0.6ppt. Distribution cost pressures come

through more during H2 as contractual cost increases take effect.

These are offset by our continued focus on operational efficiency

enabled by our investment in pick technology

•NPAT of $6.3m is up 5% on FY24

1.

FY24 included a part 53rd week based on where My Food Bag’s weekly delivery cycle fell in the financial year. All reported numbers are inclusive of this part 53rd week.​

2.

YOY movement % based on unrounded figures

3.

The second half of FY24 contained 27 delivery weeks based on where My Food Bag’s weekly delivery cycle fell, compared with the second half of FY25 which had 26 weeks. For the purpose of this normalised

comparison, we have ignored the final 27th week from the second half of FY24.

Deliveries performance
Deliveries stabilised with growth in H2 of 3.7%

My Food Bag Group Limited FY25 Result16

•Deliveries remained steady year-on-year demonstrating

resilience in a constrained consumer spending environment

•Deliveries during the second half of the year were up 3.7%

on a normalised basis*

•Targeted discounting, supported by refined customer

segmentation, has helped maintain order frequency

•Product range expansion including the launch of Serves 6

and Gluten-Free options strengthened meal kit appeal and

enabled greater personalisation to suit diverse customer

needs

*The second half of FY24 contained 27 delivery weeks based on where My Food Bag’s weekly delivery cycle fell, compared

with the second half of FY25 which had 26 weeks. For the purpose of this normalised comparison, we have ignored the

final 27

th

week from the second half of FY24.

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

year

Focus on sustainable active customer growth
•Total active customers held steady with prior year

•Stronger loyalty and improved member retention

increased retained customers from 32.1k to 33.4k

•Acquired and reactivated customers slightly

reduced, aligned with a more targeted and quality-

focused acquisition strategy

•The overall mix continues to improve, with retained

customers now accounting for 59% of the total base,

up from 57% last year, helping support long-term

value creation

My Food Bag Group Limited FY25 Result17

Stronger retained base drives healthier active customer profile

Active Customers are defined as the number of unique customers who have purchased in the last 13 weeks

34.6

32.1

33.4

22.9

24.7

23.6

0.0

10.0

20.0

30.0

40.0

50.0

60.0

70.0

Mar-23Mar-24Mar-25

Active Customers Split (000's)

Retained CustomersAcquired and Reactivated Customers

Average order value
Average order value holding steady with upward trends from the introduction of larger family-sized products

•Average Order Value (AOV) remained stable at

$130.1, reflecting a balanced approach to pricing,

product mix, and promotional activity

•AOV was supported by modest price increases and the

introduction of My Food Bag serves 6, helping to offset

targeted discounting initiatives

•Segmented discounting strategies remain a core focus

to support acquisition and reactivation of customers.

These promotional campaigns are carefully managed

to avoid erosion of AOV while maintaining customer

frequency and engagement

•Continued improvements in customer credits from

quality, picking, and delivery performance also

contributed positively to maintaining AOV year-on-year

My Food Bag Group Limited FY25 Result18

Margin improvement despite the inflationary environment
Improvement of 0.9ppt driven by favourable produce pricing and procurement initiatives

•Gross margin was 49.3% up 0.9ppt since FY24

oProduce prices have benefited fromfavourable

growing conditions throughout FY25

oProcurement initiatives such as purchasing more

directly from growers, recipe development and

ingredient substitution have supported ingredients

margins

•We continue to take a measured approach to price

increases, balancing cost pressures with customer

improvements

My Food Bag Group Limited FY25 Result

*Gross margin is a non-GAAP measure defined as revenue less cost of goods sold (including free marketing goods)

19

Contribution margin
Distribution cost pressures are offset by assembly efficiencies

•Contribution margin is up 0.6ppt compared to FY24 driven

by higher gross margins

•Distribution cost increases and investment in packaging to

enhance customer experience, have partially offset the

higher gross margin

•Annualised benefit of the pick technology and improvement

in throughput rates have provided some efficiencies

•FY25 also represents a full year of consolidating the

Auckland assembly centres which occurred during FY24

and has resulted in volume efficiencies across overheads

and labour

My Food Bag Group Limited FY25 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 strengthened through further debt reduction
•Net debt has reduced by -$4.9m from

FY24

•Total debt facilities of $20m in place (in

FY25 the revolving credit facility was

amended to reduce the amount of

facility available)

My Food Bag Group Limited FY25 Result21

Free cash flow $4.1m favourable against prior year
•Net cash flow from operating activities is up

$3.4m on FY24, allowing further net debt

reduction and the payment of dividends

•Reduced capex spend supporting stronger cash

flow whilst still driving growth initiatives with

spend relating to the Shop and UX project

•A final dividend for FY25 of 0.85 cps has been

declared, fully imputed and to be paid in June

2025.

•A Dividend Reinvestment Plan has been

launched and will operate for the FY25 final

dividend

•Total FY25 dividend of 1.5 cps (fully imputed),

representing 58% of NPAT. This represents a

yield of 11.1%**.

My Food Bag Group Limited FY25 Result

*EBITDA is a non-GAAP measure. A reconciliation from GAAP NPBT to non-GAAP EBITDA can be found in the appendices.

** Based on a share price of 0.187 as at 30 April 2025.

22

3
FY26

outlook

•We remain focused on growth and innovation centered around four key strategic pillars: strengthening our
brands including reinforcing Bargain Box's affordability positioning; enhancing convenience; driving

personalisation including the expansion of health and wellness offerings and reaching new customer segments

such as through the My Food Bag Shop

•My Food Bag has demonstrated its resilience through FY25, with strong cashflow generation during a tough

economic cycle. Revenue growth, tight cost management and low capital investment requirements have all

contributed to this.

•My Food Bag has continued to see demand growth through the first 8 weeks of FY26

•Despite ongoing inflationary pressures, we are confident in our ability to manage these costs effectively

•The Boardexpects to continue to pay dividends in FY26

My Food Bag Group Limited FY25 Result24

FY26 trading conditions and outlook

Ongoing focus on growth and innovation in FY26

4
APPENDICES

Statement of Comprehensive Income
26

*YOY movement % based on unrounded figures

My Food Bag Group Limited FY25 Result

Reconciliation of GAAP to non-GAAP financials
My Food Bag Group Limited FY25 Result27

*YOY movement % based on unrounded figures

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 22 May 2025. 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 2025. 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 been derived by management from My Food Bag’s unaudited financial statements for the period ended 31

March 2025. 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 FY25 Result29

---

Results Announcement

Results for announcement to the market

Name of issuer My Food Bag Group Limited (MFB)

Reporting Period 12 months to 31 March 2025

Previous Reporting Period 12 months to 31 March 2024

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$162,102 -0.1%

Total Revenue

$162,102 -0.1%

Net profit/(loss) from

continuing operations

$6,350 5.1%

Total net profit/(loss)

$6,350 5.1%

Interim/Final Dividend

Amount per Quoted Equity

Security

$0.0085000

Imputed amount per Quoted

Equity Security

$0.0033056

Record Date

5-Jun-25

Dividend Payment Date

19-Jun-25

Current period Prior comparable period

Net tangible assets per Quoted

Equity Security

-0.0732 -0.0879

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 person authorised 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 MAP 22 May 2025


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 X

Record date 5 June 2025

Ex-Date (one business day before the Record Date) 4 June 2025

Payment date 19 June 2025

Total monies associated with the distribution $2,066,941.36

(243,169,572 shares at $0.0085 per share)

Source of distribution (for example, retained

earnings)

Retained earnings

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution

1

$0.01180556

Gross taxable amount

2

$0.01180556

Total cash distribution

3

$0.00850000

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

Supplementary distribution amount $0.00150000

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 $0.00330556

Resident Withholding Tax per financial product $0.00059028


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 4: Distribution re-investment plan (if applicable)

DRP % discount (if any) No discount

Start date and end date for determining market

price for DRP

4 June 2025 10 June 2025

Date strike price to be announced (if not available at

this time)

13 June 2025

Specify source of financial products to be issued

under DRP programme (new issue or to be bought

on market)

New Issue

DRP strike price per financial product

To be advised. The strike price will be based on a

volume weighted average price of shares in My

Food Bag calculated over a five day trading

period commencing on 4 June 2025.

Last date to submit a participation notice for this

distribution in accordance with DRP participation

terms

6 June 2025

Section 5: Authority for this announcement

Name of person authorised 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 MAP 22 May 2025

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.