MY FOOD BAG
Annual Report
2024
In this annual report references to the ‘Company’
are references to My Food Bag Group Limited.
References to ‘My Food Bag’ or the ‘Group’ are
to My Food Bag Group Limited together with its
subsidiary My Food Bag Limited. All references
to financial years (e.g. ‘FY23’ and ‘FY24’) are to
the financial year ended 31 March. References to
$ and NZ$ are to New Zealand dollars.
The annual report includes certain non-GAAP
financial information, including EBITDA, Ingredients
margin and Contribution margin. These measures
are used extensively by the Board and management
as indicators of underlying profitability. Non-GAAP
measures are not defined in NZ IFRS and are not
subject to audit. Non-GAAP performance measures
are not defined consistently by all companies.
Accordingly, these performance measures may
not be comparable with similarly titled measures
used by other companies. Reconciliations of
Non-GAAP financial information to a comparable
GAAP measure are shown on page 56.
FY24 included a part 53rd week based on
where My Food Bag’s weekly delivery cycle fell
in the financial year. This last delivery weekend
coincided with Easter, which (as expected) had
fewer deliveries and relatively higher labour
costs. The earnings associated with this part 53rd
week were materially lower than usual as a result.
All reported numbers are inclusive of this part
53rd week.
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
Letter from the Chair and CEO
2
Results at a Glance
6
Business Update
8
Environmental, Social and Governance
14
Culture and Capability
22
Board of Directors
24
Management Team
26
Financial Statements
29
Independent Auditor’s Report
52
Non-GAAP Financial Information
56
Corporate Governance Statement
57
Other Disclosures
69
Directory
77
Key Dates
77
This Annual Report is dated 22 May 2024
and is signed on behalf of the Board by:
Tony Carter
Chair
Jen Bunbury
Director and Chair of the
Audit and Risk Committee
CONTENTS
1
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
Letter from the
Chair and CEO
Financial Performance
Across FY24 revenue was $162.2 million, down 7.7%
compared to the previous year. We achieved an EBITDA
of $16 million, compared to $18.2 million in FY23.
While NPAT was $6.0 million in FY24, compared to
$7.9 million in FY23, it’s pleasing to see that FY24 H2 NPAT
was $3.5 million compared to FY23 H2 NPAT of $2.0 million
– an increase of 75% year-on-year.
This demonstrates the success of the business’ cost-out initiatives
and realignment of its strategic pillars, as well as My Food
Bag’s resilience in a difficult macro-economic environment.
Active customer numbers have remained relatively stable at
56,800 at the end of FY24, versus 57,500 at the end of FY23.
These numbers have dropped from a peak of 62,300 active
customers in late winter. But as active customer numbers are
generally seasonal, we expect to see these trends across
the year.
Gross margin also remained stable at 48.5% across FY24,
compared to 48.4% during FY23. Contribution margin was
down slightly at 22.6% in FY24, versus 23.5% in FY23.
Average order value was $129.54 across the year, down from
$130.11 in FY23. This was largely driven by an upswing in
Bargain Box customers, changing the business’ brand mix.
This financial year marks a successful
transition for My Food Bag’s business.
The steps we took in 2023 to realign aspects
of our business to reflect trading conditions,
capitalise on market opportunities and add
value for our customers is working.
Against the backdrop of a difficult macro-economic
environment, we have transformed our operations, and
the second half of the year has demonstrated that having
stabilised and reset the business we can continue to grow profit.
We are a profitable business with a strong brand and customer
offer, and the ability to take a greater share of New Zealand’s
online food market.
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
2
Across the year we focused on paying down debt and by the
end of FY24, we reduced net debt from $15.3m at the end
of March 2023 to $11.8m. Capital expenditure costs are
expected to further reduce in the year ahead.
Based on FY24 performance and performance during the
start of FY25, the Board is pleased to resume paying dividends
and confirms a fully imputed dividend of 0.5 cent per share
for FY24.
Business update
OUR WINNING BRAND PORTFOLIO
With FY24 continuing to present challenging economic
conditions, we upweighted our focus on each of the three
core brands to highlight the unique value propositions
relevant to current and future customers.
From Bargain Box, New Zealand’s most affordable meal kit,
through to Fresh Start for weight loss goals and My Food Bag
which helps Kiwis do dinner better, our broad range of meal
kit and food solutions that sets us apart from our competitors.
By realigning the brand architecture of our three core brands
– My Food Bag, Fresh Start and Bargain Box – we’re able to
build on the unique properties and proposition of each brand,
giving us appeal to a wider audience to meet more specific
customer needs.
As a result, we’ve seen delivery numbers increase year on year
for Bargain Box, by 19.5%.
Our portfolio of brands remains a key tool for us in
navigating current economic conditions and also provides the
foundation for further innovation to advance the flexibility and
convenience of our offering.
Building on our experience of one-off occasion bags at
Christmas, last year we launched seasonal products to reach
new occasions and audiences. This included Amber’s Long
Lunch, a three-course meal sold as a one off over the summer
(available for subscribers and non-subscribers), and our
Gourmet Edit featuring meals from top local restaurants.
We also launched The Butcher, which gives people the ability
to pick locally sourced proteins delivered fresh to their door,
and a one-off purchase functionality to drive a trial of meal kits.
During the year we also invested in our ready-made capability
and just prior to the release of this report, re-branded our
ready-made meal offering under the My Food Bag brand.
By growing our offering here, we can gain access to another
market segment, looking for an easier and more convenient
alternative to cooking a high-quality, nutritious recipe.
3
LETTER FROM THE CHAIR AND CEO
In January this year, we shifted the time that customers need to
confirm their orders with us from Sunday night to Monday night.
We also introduced our first Friday delivery slot for our limited-
edition Summer BBQ Box, so customers could enjoy the meal
over the weekend. And in Easter 2024, we offered a Thursday
evening delivery slot for customers who wanted to take their
meal kit away with them.
BUILDING TEAM CULTURE & CAPABILITY
Across the year team engagement has grown, with eNPS up 11
points during the last year, and turnover has reduced by 14%.
Underpinning these achievements has been a firm focus on
championing learning and development, as well as embedding
our new values in our company activity. We have also focused
on driving diversity across the business.
During the year we expanded our internal leadership
programme Raising the Bar, which was a finalist in the 2024
Human Resources New Zealand (HRNZ) awards for the
Learning and Development Category.
We also won the Consumer Support Services Award at the
CRM/CCNNZ Contact Centre Awards, demonstrating the
effectiveness of our Customer Love team.
COMMUNITY AND ENVIRONMENTAL IMPACT
Our environmental, social and governance strategy continues
to be a core part of how My Food Bag operates and ensures
our success now and into the future.
In 2023 we commissioned external consultants to define
and measure our Scope 1, 2 and 3 greenhouse gas (GHG)
emissions. Using FY22 as a base year, we’re pleased to see
we reduced the total carbon footprint and carbon intensity
of our business in FY23.
TRANSFORMING BUSINESS OPERATIONS
Across the year we have transformed business functions to
unlock customer value, while achieving cost reductions for
the business.
One of the standout achievements of FY24 was the successful
implementation of Pick to Light technology at our Christchurch
and Auckland distribution centres, which enabled us to
consolidate our two previous Auckland operations into
a single site.
In the second half of FY24, we saw continued improvement
in the operating performance of Pick to Light by increasing
throughput rates and further reducing quality issues with
our customers.
We averaged 99% accuracy across all types of customer
quality issues, which translates into reduced customer credits
as well as increased customer satisfaction scores.
Our Net Promoter Score is up 4 points to 30% in FY24.
Alongside quality issue reductions, this growth was supported
by a wider range of recipes and customer flexibility.
Since March 2023, we have added 16 additional recipe
options across all brands each week, with a total of 96 meals
now on the weekly menu across our three core brands.
To deliver on increased recipe choice and other business
transformation projects, we have invested in many digital
requirements across the business, including new forecasting
tools to help with supplier ordering and restructuring recipe
data to enable future systemised menu planning with our
recipe data project.
Beyond offering more recipe choice, we have also focused
on how we can offer more flexibility in order lead times and
delivery slots. A key enabler to achieving this was our supplier
forecasting capabilities.
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
4
As we complete our FY24 carbon measurement we are
putting together our carbon management plan, focussed
on improving our measurements and developing a carbon
reduction strategy.
Alongside this, we continue to innovate how our business
operates to lessen our impact on the environment and
we’re pleased that our Coola Box (made of 70% recycled
cardboard and FSC pulp) was recognised at the NZ Packing
Innovation & Design Awards 2023.
As part of our responsibility to the health and wellbeing
of Kiwi consumers, we strongly believe cooking and eating
together can help build stronger, healthier families and
communities in Aotearoa New Zealand.
This is why we support Garden to Table, the City Mission and
partner with the Heart Foundation, as well as supporting two
dietary intervention studies.
Outlook
Convenience, health and
wellness, and ecommerce are
sustaining trends in the retail food
sector, and on all of these fronts
we’re well-positioned to continue
delivering for our customers.
Looking towards FY25, we recognise market
conditions will remain challenging in the year ahead.
To counter this we will invest further in our brands for the health
and growth of our business, via four key priority areas: further
strengthening our brands, continuing to improve convenience,
building a seamless customer experience, and fuelling our offer
with unique ready-made solutions.
All this ladders up to driving active customer numbers by
better delivering to customers lifestyles now and in the future.
We are encouraged by the start to FY25, with the first
8 weeks of trading showing overall net sales and active
customers (59,009) broadly in line with the prior year and our
partnership with the New Zealand Olympic Team having been
successfully launched.
The Board expects to continue to pay dividends in FY25.
We look forward to continuing advancing our offering and
would like to thank our shareholders, team and business
partners for their commitment to the business during this time.
Tony Carter
Mark Winter
Chair
CEO
5
LETTER FROM THE CHAIR AND CEO
REVENUE
NPAT
Results
at a glance
AVERAGE ORDER VALUE
EBITDA
$6.0m
$162.2m
YOY
$129.5
0.4% YOY
FY23 57.5k
$16.0m
GROSS MARGIN %
48.5%
7.7%
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.
FY23 48.4%
ACTIVE CUSTOMERS
56.8k
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
MEALS DELIVERED SINCE LAUNCH
fresh protein & produce
sourced locally
98%
Almost
$50k raised
for Garden
To Table
2024
2023
2022
2021
2020
2019
2018
2017
2016
2015
2014
1m
4m
10m
22m
34m
54m
69m
90m
106m
122m
137m
137m
Recipe choice expanded
to 96 options per week
TRIFR*
1.6
NPS
30%
* Total Recordable Injury
Frequency Rate
FY23 26%
30%
IMPROVEMENT
YOY
GENDER PAY GAP
QUALITY PERFORMANCE
1.4%
99%
FY23 13%
H2 FY24
INCREASE IN BARGAIN
BOX DELIVERIES
19.5%
RESULTS AT A GLANCE
Business
Update
We have a clear purpose to help
Aotearoa New Zealand eat and live well.
Our portfolio of brands puts us in a good
position to achieve this, while continuously
evolving our offering to meet the needs of
New Zealand consumers.
During FY24 we focused on operational transformation,
implementing initiatives to advance the flexibility and
convenience of our offering.
This included completing the roll out of Pick to Light technology,
improving our digital platforms to strengthen our e-commerce
offering and further unlock flexibility, restructuring our
non-operational team and further reducing overheads by
consolidating our Auckland distribution centres to one site,
and effectively managing input costs.
While economic conditions have been challenging and our
revenue is down year on year, our portfolio of brands remains
a key tool for us in navigating this.
We realigned our brand architecture, bringing all three core
brands under the My Food Bag masterbrand to shine a light
on the unique value propositions for each, reinforcing there’s
something for everyone while leveraging the strength and
credibility of the My Food Bag brand.
13%
FRESH START
38%
BARGAIN BOX
2%
MADE
47%
MY FOOD BAG
TOTAL
DELIVERIES
FY24
8
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
Operational transformation
In FY24 we completed the roll out of
new pick technology (Pick to Light) at our
Christchurch and Auckland distribution
centres, as well as consolidated our two
previous Auckland operations (Māngere and
Highbrook) into one single site (Māngere).
Pick to Light technology enables us to pack orders at an
ingredient level, rather than recipe level, improving productivity
and picking accuracy in our distribution centres. This enables us
to offer our customers more choice and variety within the same
operational footprint, using less labour overall.
By consolidating the assembly of boxes for all brands
onto one site for the North Island, we were able to close our
Highbrook distribution centre at the end of September 2023.
This has enabled more recipe choice for our Bargain Box
customers and reduced further overheads, all while continuing
to deliver value for our customers.
Since March 2023, we have added 16 additional recipe
options across all brands each week, with a total of 96 meals
now on the weekly menu across our three core brands –
My Food Bag, Bargain Box and Fresh Start.
The feedback from customers on the increased recipe
choice has been extremely positive. Within two months of
implementing Pick to Light in Auckland, we saw an increase
in the accuracy of picking ingredients, and our Net Promoter
Score improved 4 points to 30% in FY24 – supported by a
wider range of recipes and customer flexibility.
DIGITAL PLATFORM IMPROVEMENTS
Throughout FY23, our in-house digital team focussed on
a wide range of projects, including a number of internal
systems projects that ensure we are building robust
management systems.
These projects included building the digital requirements for
the implementation and ongoing management of Pick to Light,
the development of new forecasting tools to help with supplier
ordering and the restructuring of our recipe data to enable
future systemised menu planning with our recipe data project.
In FY24 we launched a number of other customer-facing
features to improve customer experience, flexibility and
personalisation. This included enhancing our ‘Customer
Messaging Platform’ to better communicate our offers to
customers on our website through the development of pop
ups and banners that let customers know about new features,
loyalty promotions and campaigns.
We also continued to increase the number of premium
meals we offer each week at a range of surcharge prices.
On average, we’re achieving around 5% attachment each
week for surcharge and gourmet upsell meals.
EFFECTIVE COST MANAGEMENT
We reviewed and adjusted cost across the business at the
end of FY23 to match current levels of demand and to set
us up for FY24.
In March 2023 we restructured our non-operational teams to
ensure we had the right team mix for FY24, while also removing
some overhead costs. As a result, we reduced the number of
people across the non-operational team by over 10% and
made the decision to not make a grant of the Employee Share
Ownership Scheme (ESOS) available to eligible staff in FY24.
Our investment in pick technology has allowed us to increase
efficiency at our assembly centres. We now pick more
efficiently and have seen an overall improvement in product
picking accuracy, quality and delivery performance and
a corresponding reduction in the value of customer credits
through the application of the technology.
We continue to drive efficiency and productivity improvements
via our well-established Project Management Office, where all
operational cost saving initiatives are captured and managed.
Our Procurement team, in conjunction with our Development
Kitchen chefs, have worked effectively this year to manage our
costs in the current inflationary environment. Through strategic
price increases, working closely with our supplier networks
and developing well designed, seasonal menus, we have
maintained ingredient margins throughout FY24.
In FY25 we plan to introduce supplier awards to recognise and
acknowledge supplier performance across quality, delivery
and service. We will also develop a national maintenance
strategy to increase effectiveness of maintenance learnings,
spend and plant reliability.
9
BUSINESS UPDATE
In FY25 we will increase our emphasis on ready-made meals,
starting with re-branding MADE under My Food Bag to
reinforce the quality, health and taste credentials to the range.
Throughout the year, we also continued to build the extras
and add ons that are available in the Kitchen building our
attachment to 17% in FY24. Seasonal and promotional
products played a role in maintaining brand relevance
and allowing us to reach new occasions and audiences,
including Amber’s Long Lunch – a three course meal sold
as a one off over the summer (available for subscribers and
non-subscribers), and our Gourmet Edit featuring meals from
top local restaurants.
Ongoing, Christmas remains an important tool for us to drive
brand awareness and deliver a delightful brand experience,
with customers rating their experience an average of 4.4/5
in FY24 (up from 4.3 in FY23).
We have also trialled a number of additional one-off products
and seasonal subscriptions this year.
We launched a trial product called The Butcher, which gave
people the ability to pick locally sourced proteins delivered
fresh to their door, and a one-off purchase functionality to
drive a trial of meal kits. With this functionality, we trialled one
off bags, gourmet single meal offers and ready-made meals –
all available as a one off purchase.
In FY25 we’ll build on the learnings we have post-trial, through
other targeted offers that reinforce the relevance of each of our
brands and add convenience for consumers via shorter lead
time products delivered when they want them.
UNLOCKING FLEXIBILITY
Beyond offering flexibility in recipe choice, there has been a
significant focus on how we can offer more flexibility in order
lead times and delivery slots. A key enabler to achieving this
was the improvement to our supplier forecasting capabilities.
The enhancements our digital team developed in this space,
as well as working with suppliers, has enabled us to offer
customers tighter delivery turnaround times. This resulted in
us shifting our order ‘lock’ from Sunday night to Monday
in January 2024 which has been positively received
by customers.
Additionally, our increased supplier forecasting capabilities
enable us to better anticipate customer demand, while still
giving our suppliers the certainty they need.
We also introduced our first Friday delivery slot for our limited-
edition My Food Bag Summer BBQ Box, so customers could
enjoy the meal over the weekend. And in Easter 2024, we
offered a Thursday evening delivery slot for all Auckland and
Christchurch customers who wanted to take their Food Bag
away with them.
PRODUCT INNOVATION
We continue to build our range beyond meal kits to access
new occasions and customer segments, and reinforce our
convenience offering.
Our ready-made meal brand, MADE, can be purchased
as a weekly or fortnightly subscription, or included as meals
within our recipe ranges. This gives us access to another market
segment, looking for an easier and more convenient alternative
to cooking a recipe.
In FY24, we focused on building our product quality and
offering more ways for customers to access our range of ready-
made meals. We expanded the number of ready-made meals
on our meal kit menus from 3 to 9, and made them available
as extras to sell in the Kitchen.
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
10
Our winning brand portfolio
In FY24 we realigned the brand architecture
of our three core brands My Food Bag,
Bargain Box and Fresh Start under the
My Food Bag Masterbrand, recognising
the strong trust and credibility the My Food
Bag brand brings to our full range.
We remain committed to building the unique value proposition
for each of the brands, allowing us to highlight what makes
them unique and how they can meet more specific customer
needs, while ensuring the different price points appeal to a
wider audience overall.
In FY25, MADE will be re-branded under My Food Bag to
upweight the convenience of My Food Bag and strengthen
our position in ready-made meals.
This strategy, along with the work we’re doing to grow our
one-off meal solution offering, ensures we remain connected
to households. As our customers’ wants and needs continue
to evolve, we can trade them up through our My Food
Bag portfolio.
BARGAIN BOX BRINGING NEW CUSTOMERS TO MEAL KITS
Bargain Box is our most accessible meal kit and is
New Zealand’s most affordable, making it well placed to
capitalise on the current economic environment. During FY24,
we have seen strong active customer growth increasing
year-on-year, and deliveries across this brand were also up
19.5% in FY24. In April 2023, we went head-to-head with the
supermarket category and showed people they can get like-
for-like quality at a cheaper price with Bargain Box. To bring
this to life, we conducted an independent price comparison
with the New Zealand Institute of Economic Research (NZIER)
that revealed five Bargain Box meals for a household of
four was 4.4% cheaper on average than Countdown and
New World, making it a very compelling offer for Kiwis and
helping to dispel the myth that meal kits are expensive.
We also implemented a price freeze for Bargain Box, helping
give Kiwis financial stability and certainty at a time when
food costs were continuing to rise. In FY24, we continued to
upweight our investment in the Bargain Box brand, and we
promoted these pricing initiatives and strong messaging with
high impact PR and ongoing TV and digital media support.
In late September, Nadia Lim, in conjunction with our Bargain
Box chefs and TikTok star ‘The Contraversial Kiwi’ (John Fox),
created a free online cookbook (Saver Flavour) featuring more
than 45 recipes to help Kiwi households navigate increasing
food prices. Each recipe costs no more than $20 for 4 serves,
has been carefully crafted using a number of pantry staples
that most Kiwis have on hand, and contains at least one to
three servings of vegetables.
Saver Flavour was launched via a broadcast exclusive earned
PR story on the AM show featuring Nadia Lim, and has been
downloaded more than 38,000 times.
For the third year in a row, Bargain Box won the Canstar Blue
award for ‘Best-Rated Meal Kits – Most Satisfied Customers’,
and was rated number one by Kiwi home cooks. This message
was picked up in the media giving Bargain Box another
burst of PR.
11
BUSINESS UPDATE
MY FOOD BAG DOES DINNER BETTER
The My Food Bag brand offers greater choice and inspiration
for all Kiwi households, with our largest range of recipes (32+).
During the first half of FY24, we invested in a large-scale brand
reset of the My Food Bag brand, including rolling out a new
marketing campaign – Dinner, Done Better. – to highlight the
gap My Food Bag meal kits fill for busy Kiwi consumers.
We were delighted to have Nadia Lim leading this campaign
for My Food Bag, including fronting both PR and media
opportunities. In addition to featuring on a TV commercial,
Nadia appeared on Seven Sharp to talk about New Zealand’s
dinner time routines.
Our range of 32 recipes meets a broad range of consumers
needs and many customers enjoy choosing their recipes
each week. We are now evolving this range to offer curated
menus from within this choice range and have launched
specific menus targeted at dietary preferences. In March we
re-launched our Plant Power offering and our Gourmet Bag,
and have used a range of strategies to promote these menus
and re-engage with lapsed customers, including outbound
calling by our Auckland-based Customer Love team.
In FY25 we plan to launch additional dietary preferences
to clearly demonstrate and reinforce how My Food Bag has
the perfect menu that suits everyone. My Food Bag is also
the key sponsor of the second season of Nadia’s Farm,
which launched on TV in April 2024.
DRIVING FRESH START’S WEIGHT LOSS PROPOSITION
Fresh Start targets weight loss and wellness with calorie-
controlled meals.
In FY24 we launched an ‘always-on’ 8 week weight loss
programme – the 8 week Reset. This programme was designed
by our in-house nutritionist to support Fresh Start customers to
achieve their goals and has been successful in driving purchase
frequency of the brand.
Our large campaign of the year was a summer campaign.
We launched a new Mediterranean menu based on the proven
health benefits of this diet, as well as launching Breakfast, Lunch
and Snack options on the Fresh Start menu, taking the total
recipe range from 15 up to 20 options per week.
Overall, this campaign drove delivery growth for Fresh Start,
a high margin product for the business.
FY25 FOCUS
Our FY25 strategy is focused on
driving active customer growth by
better suiting customers lifestyles
now and in the future – of which
convenience is a significant priority.
Health and wellness, provenance and ecommerce are
sustaining trends for customers, and we are well positioned
across our portfolio of brands to capitalise on this.
We recognise market conditions are challenging and this
has intensified our focus on product innovation, particularly
for our premium brands. We strongly believe there continues
to be opportunity for further growth in Bargain Box, gaining
a bigger share of our competitors’ customer-base – meal
kits and supermarkets – by reinforcing Bargain Box as
New Zealand’s most affordable meal kit.
Another focus over the coming year is the delivery of our
customer transformation, providing a strong foundation to
sustainably grow from.
Our philosophy is to invest in our brands for the health and
growth of our business. We will do this through four key
priority areas; further strengthening our brands, step changing
convenience, building a seamless customer experience and
fuelling our offer with unique ready-made solutions.
These priority areas will be supported by reinforcing and
building on our company culture, our community of Kiwi
customers and our technology and data expertise.
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
12
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
1
3
7
5
2
MONDAY EVENING
• Subscribers have until
11:59pm to adjust their
orders for the following
week’s delivery
• Orders can be
changed through
both the website and
mobile app
BUSINESS UPDATE
Evolving our business model
for greater customer flexibility
5
4
13
BUSINESS UPDATE
Environmental,
Social &
Governance
Creating a better way to shop
and eat
Our Environmental, Social and Governance
Strategy embodies our commitment to
creating a better way for New Zealanders
to shop and eat.
By extending our focus beyond exceptional
customer service and products to how we
serve the environment, our people and the
communities we can impact, we’re ensuring
success now and into the future.
We view our responsibility through four
broad sustainability workstreams.
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
14
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.
15
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
Better packaging
We remain committed to using the
minimum amount of the most sustainable
packaging we can, to keep food safe and
fresh for our customers. We’re focused on
reducing packaging where possible, and
ensuring all packaging we need to use is
easily recyclable.
This includes:
• Approximately 70% of our ingredients by value are now
delivered to our distribution centres in reusable crates.
• Our cardboard boxes are made from forest stewardship
council (FSC) certified 47% recycled cardboard and all
our paper printing comes from FSC-certified pulp.
• The trays we use for our ready-made meals contain 80%
recycled plastic.
• We use 100% water in our ice packs, instead of the gel still
found in many chiller packs, and were the first New Zealand
meal kit provider to do so.
• In FY23 we reduced the use of our plastic-lined wool
insulation system and implemented a new fully recyclable,
cardboard solution – the Coola Box. The Coola Box is
made with 70% recycled cardboard and Forest Stewardship
Council (FSC) pulp and was the winner of the ‘Outside of
the Box Design of the Year’ category at the NZ Packaging
Innovation & Design Awards in 2023.
SPOTLIGHT ON:
Evolving our insulation
In FY24 we continued to evolve the
insulation we use within our boxes,
with the goal of finding a solution to
replace the remaining plastic-lined
wool insulation.
We tested numerous solutions and
decided on ‘Woolkraft’ – wool wrapped
in eco-friendly kraft paper. This innovation
maintains our cold chain while aligning
with our commitment to reduce the amount
of soft plastic we use. The wool is both
home compostable and biodegradable
and the kraft paper lining is
easily recyclable.
16
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
* Source: Scientific Journal Resources, Conservation and Recycling (USA, 2019)
Better for the environment
We aim for our meal kits to be the
most environmentally sustainable way
to shop and eat. We pride ourselves on
the development of innovative ideas and
strong partnerships, ultimately helping
to comprehensively monitor and reduce
our greenhouse gas emissions and
operational waste.
Some examples of this:
• Research shows meal kits are as much as 33% more
greenhouse-gas efficient than supermarket-bought meals
because of reduced wastage in our supply chain*.
• 98% of our fresh meat and produce is locally sourced close
to our North Island and South Island factories, greatly
reducing transport emissions.
• Our operations have significantly reduced the food waste
which has become normalised in conventional grocery
retailing, and we are a near-zero food waste company.
• Working with NZ Post, our delivery partner, we optimise
delivery routes to minimise emissions for our depot-to
door deliveries.
• Our e-vehicle that was purchased in FY23 is now the most
used vehicle in our My Food Bag owned delivery fleet.
17
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
SPOTLIGHT ON:
Measuring our Carbon Footprint
What we’re doing
In 2023 we commissioned external
consultants Tadpole to help define and
measure our Scope 1, 2 and 3 greenhouse
gas (GHG) emissions. We utilised FY22
as our base year and have audited the
measurement of our Carbon Footprint
for this year.
In FY22, absolute gross GHG emissions
were 3,177 tonnes CO2e. Measured to ISO
standard 14064-1 (2018), it has undergone
independent third-party verification.
Our Carbon Footprint journey to date
In FY23, Scope 1 emissions made up 1%
total emissions and consisted of fuel emissions
from our company vehicles, as well as lost
refrigerant gas from cold stores.
Our Scope 2 emissions are our purchased
electricity. These made up 9% of our total
emissions in FY23.
The remaining 90% of our emissions were
from indirect (Scope 3) sources, with the
two largest contributors being emissions
from packaging and from deliveries.
Emissions associated with making the
packaging we use have been calculated
using international database emission
factors. They do not account for supplier
specific attributes such as the actual % of
recycled content or the carbon efficiencies
or inefficiencies of supplier specific
manufacturing processes.
We are working with our packaging
suppliers to obtain data to enhance the
accuracy of our packaging measurement
which will in turn allow us to better
understand the opportunities for reducing
this large contributor to our footprint.
1%
Scope 1
9%
Scope 2
90%
Scope 3
FIGURE 1: MY FOOD BAG EMISSIONS BY SCOPE FOR FY23
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
18
Delivery emissions, as measured, includes
both our long-haul freight and the customer
deliveries made by our delivery partner
NZ Post.
We have worked closely with NZ Post to
develop accurate monthly reporting that
accounts for both our dedicated Sunday
delivery network and the overnight
network we utilise for Saturday and
Monday deliveries.
Other Scope 3 emission sources in our
measurement include business travel, water
use, waste management, well to tank fuel
emissions and electricity line losses.
In FY23, absolute gross GHG emissions
were 2,658 tonnes CO2e. As well as
measure absolute emissions, we calculate
“intensity” emissions. We do this to
understand our carbon efficiency.
Intensity emissions are our GHG
emissions per dollar of revenue.
Results to date and FY24
We were pleased to see both the total
carbon footprint and the carbon intensity
of our business reduce in FY23 versus our
base year of FY22.
Eliminating refrigerant gas leaks in FY23
has contributed significantly to the overall
reduction in GHG emissions and a more
favourable emission factor for electricity
generation in FY23, due to “greening of
the grid”, has seen electricity related
emissions reduce too.
As we work through completion of our
FY24 carbon measurement we are putting
together our carbon management plan
This consists of a focus on improving our
measurements and developing a carbon
reduction strategy.
FIGURE 2: MY FOOD BAG EMISSIONS BY SOURCE FOR FY23
32.7% Outward freight
1.6% Transport fuel
0.13% Water
9.7% Electricity
0.13% Private car use
0.85% Business travel
3.3% Landfill waste
51.6% Packaging
19
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
SPOTLIGHT ON:
Health, Safety & Wellbeing
This year, we expanded our health
and safety focus to include a wellbeing
programme emphasising physical and
mental health. We established four
Health and Safety committees within
Operations known as “SWAGs” (Safety
Wellbeing Action Groups) to engage
employees in health, safety, and
wellbeing initiatives across our sites
and shift patterns.
To enhance risk awareness, we
implemented a Critical Risk Controls
and Behaviours programme to
empower teams to contribute to a safer
workplace. Additionally, our leadership
team conducts safety walks to engage
with staff, identify risks, and explore
opportunities for improvement in
Health & Safety.
In FY23, we launched “First Move,”
educating staff on proper lifting
techniques in our distribution centres.
This included a “Discomfort
Programme” to encourage proactive
issue reporting, resulting in a reduction
in manual handling injuries in FY24.
Over the year, our Total Recordable
Injury Frequency Rate (TRIFR)
decreased from 2.3 in FY23 to 1.6
in FY24. These initiatives demonstrate
our commitment to fostering a safer
and healthier workplace environment.
Better for our people and community
We believe that cooking and sharing meals
can strengthen families and communities
in Aotearoa.
Here’s how we contribute:
• Supporting City Mission: We donate unused food across
our My Food Bag range to the City Mission. Through
our My Christmas Gift drive with NZ Post, we collected
donations for charities nationwide. We also allowed
customers to ‘add a seat at the table’ to their Christmas
Bag orders, contributing to meals for families in need. Our
foodies donated $8,800, which My Food Bag matched
with a $10,000 donation also.
• Heart Foundation Partnership: We partner with the Heart
Foundation to promote heart-healthy eating. In FY24, we
expanded our range of ‘Heart Healthy’ meals to include
Bargain Box and Fresh Start, in addition to My Food Bag.
We supported the Heart Foundation’s 30th Birthday Lottery
with a prize of 12 weeks of My Food Bag valued at $1,895.
• Promoting Healthy Eating: We support studies
demonstrating how healthy eating can improve health
outcomes. Two dietary intervention studies using our
products will publish results in FY25. One study, ‘Healthy
Hearts’ with Otago University, delivered healthy ingredients
to participants. The other study, ‘He Rourou Whai Painga’
with High Value Nutrition, explores the effects of a whole
diet incorporating high-quality New Zealand food and
beverages on metabolic and cardiovascular health in
those at risk of cardiometabolic disease.
• Through these initiatives, we aim to show the benefits of
healthy eating and how My Food Bag contributes to the
well-being of all New Zealanders.
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
20
Better, safer food
We strive to build uncompromisingly high
food safety standards and a transparent
supply chain, through our local sourcing,
Approved Supplier Programme and our
cold chain management.
Investing in better, safer food:
• In FY24 we refreshed our Supplier Audit Programme and
brought it completely in house.
• All high risk and My Food Bag branded suppliers have been
audited during the year, with improvement plans in place
with all of them. We also worked with suppliers to get them
to meet our increased supplier standards.
• Ran a full re-evaluation of our cool-chain, which resulted in
significant improvements to our ice pack system, including
working with a new supplier.
• All of our suppliers also run extensive Food Control Plans
or National Programmes aligned to the Food Regulations
Act 2015, and we operate under a National Level 3 Food
Safety Programme, compliant with the Food Act 2014.
SPOTLIGHT ON:
Garden to Table
We are proud to have raised $150k for Garden to Table
since our partnership began in 2020 to help our tamariki get access to education
to learn to grow, prepare and share kai. Garden to Table is set up in more than
300 schools across the motu, meaning there are 32.5 thousand Kiwi kids growing,
harvesting, preparing and sharing food. The knowledge and tools given to these
students through this programme is no doubt incredibly beneficial for the next
generation. We ran a number of campaigns to raise funds for Garden to Table in
FY24, including a campaign in March where we developed a lemon cake and sold a
range of Garden to Table items to raise awareness and donations for the partnership.
21
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
My Food Bag continues to be an employer
of choice and have a dynamic and engaged
workforce. Our core values of Ambition,
Customer Love and Teamwork are well
embedded in our language and processes.
My Food Bag was named as an
Excellence Awardee in the New Zealand
HRD HR Awards in the >200 Employer
of Choice category.
STRENGTHENING STAFF ENGAGEMENT
It’s been one year since we created and launched a new set of
values, embedding these into all our company activity including
our recruitment processes, development and performance
frameworks and our recognition programme. It’s been
rewarding to see the impact this has had within the business.
The strength of our talent and our staff engagement efforts
were reinforced by the fact that in FY24 close to 45% of our
vacancies were filled internally and turnover reduced by 14%.
Our eNPS (our internal measure of staff engagement) steadily
improved, with a score of +26 in the most recent survey, up
from +15 at the end of FY23.
The quality of and engagement with our staff has also been
seen across a number of other facets – this included our win
of the Consumer Support Services Award at the CRM/CCNNZ
Contact Centre Awards, demonstrating the effectiveness of our
Customer Love team.
CHAMPIONING LEARNING & DEVELOPMENT
We’re proud to announce that in FY24, almost 80% of our
staff completed learning and development programmes.
In late 2022 we launched our bespoke internal leadership
programme ‘Raising the Bar’, and in FY24 we continued to
expand this and make it available to more of our staff.
The three-day programme is evaluated throughout by
participants, and the first community of 11 staff to complete
it rated the programme 4.4 / 5. The overall average rating
remains steady at 4.5.
Culture &
Capability
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
22
This programme was a finalist in the
2024 Human Resources New Zealand
(HRNZ) awards for the Learning and
Development Category.
We also operate another programme for our
Auckland Operations team to help build numeracy and literacy
skills. This programme is run in partnership with Aspire2 and is
supported by government funding.
Almost half (46%) of our Auckland Operations team have
completed the course to date, with some fantastic results
including a lift in confidence and capability on site, increased
communication levels and a greater interest in personal
wellness. Overall the course has enabled our staff to be
more productive and successful, both at work and in their
broader life.
DRIVING DIVERSITY
Reducing our gender pay gap and supporting women
to succeed at My Food Bag continues to be a focus. Our
gender pay gap is built into our remuneration and recruitment
processes, and we have maintained our 40% women, 40%
men and 20% open gender balance across the Senior
Leadership Team and our Board.
Our HR team also led the launch of a My Food Bag Women’s
Leadership Network to help our wahine to grow and feel
supported. This Network has featured many inspiring
speakers such as Theresa Gattung (Founder of My Food Bag,
NZ business leader and philanthropist), Cecilia Robinson
(Founder of My Food Bag and Founder and Co-CEO of Tend),
Kristy Robertson (Director at BENE-FIT Wellness Solutions), and
Sarah Hindle (My Food Bag board member) covering topics
from leadership and entrepreneurship to lifestyle and health.
In FY24, a Diversity, Engagement & Inclusion committee was
also launched to embrace our diversity and drive equity and
belonging. A number of successful events were run by the
committee, including Māori Language Week, Lunar New
Year and Diwali events.
23
CULTURE & CAPABILITY
Sarah Hindle
Independent Non-Executive Director
Sarah was appointed as a director
of My Food Bag in January 2021.
She has a broad range of experience
in management and governance across
agritech and food systems, online and
physical retail, ed-tech, banking and
litigation. Sarah leads New Zealand
Trade and Enterprise’s agritech work
programme and prior to that was the
founding general manager of Tech
Futures Lab (now AcademyEX), where
she helped grow New Zealand’s most
innovative, tech-led learning institute.
Previously, Sarah was based in the
UK where she held a number of roles
including as Global Head of Business
Delivery for Direct Wines. She began
her career as a solicitor for Minter
Ellison Rudd Watts in New Zealand.
Sarah is passionate about helping
businesses address the challenges
facing our food system and has held
governance roles as Chair of the
Executive Council of AgriTech New
Zealand and as a director and deputy
chair for NZTech. Sarah holds a
Bachelor of Arts and Bachelor of Laws
from Victoria University of Wellington,
along with an MBA from BI Norwegian
Business School of Management. She
is enrolled as a barrister and solicitor
of the High Court in New Zealand.
Tony Carter
Independent Chair
Tony joined the My Food Bag board
in January 2021 and was appointed
Chair at that time.
He has a broad range of experience
in governance across the consumer,
industrial services, infrastructure and
energy sectors. Tony moved into
governance following a successful
executive career, where he served as
Chief Executive and Managing Director
at Foodstuffs – New Zealand’s largest
retail organisation – for 10 years.
Tony is currently Chairman of Datacom,
The Skin Institute, The Interiors Group
and TR Group and sits on the respective
boards of Ravensdown and The
Warehouse Group. He was formerly
Chair of Air New Zealand for six years,
Chair of Fisher & Paykel Healthcare for
eight years and a director of Fletcher
Building, ANZ Bank New Zealand and
Vector. He was Chairman of the New
Zealand Institute when it merged with
the New Zealand Business Roundtable
to form the New Zealand Initiative in
2012, of which he served as inaugural
Co-Chairman until 2013.
Tony graduated from the University
of Canterbury with a Bachelor of
Engineering with honours, before
completing a Master’s of Philosophy at
Loughborough University of Technology
in the United Kingdom. In 2020 he was
made a Companion of the New Zealand
Order of Merit for services to
business governance.
Jennifer (Jen) Bunbury
Independent Non-Executive Director
Jen was appointed as a director of My
Food Bag in January 2021and acts as
Chair of the Audit and Risk Committee.
She has an extensive background in
financial services, including NZX listings,
acquisitions, mergers and strategic
advisory. Jen an Investment Banking
director for 9 years, following investor
relations and other investment banking
roles in NZ and Europe. She was
also previously the CFO of NZX listed
Tourism Holdings.
Jen is currently also Chief Investment
Officer to a family investment office and
a member of the NZX Regco Advisory
Panel. She is a member of the NZ
Institute of Directors and completed
a Bachelor of Commerce majoring
in finance.
BOARD OF DIRECTORS
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
24
Mark Powell
Independent Non-Executive Director
Mark joined the My Food Bag
board in November 2022 and acts
as the Chair of the Nomination and
Remuneration Committee.
Mark has extensive and diverse
experience having worked in a number
of different industries in New Zealand
and overseas as part of his executive
and governance career, including
retail, property, logistics, food services,
financial services, agriculture and
education. Mark moved into governance
following a successful executive career,
where he established and led Wal-Mart
Canada’s logistics operations, served
as the Logistics Operations Director for
Tesco Plc, and spent 13 years at the
Warehouse Group, ultimately as Group
CEO – for five years. Mark is currently
a director of STIHL Australia, ASX listed
JB Hi-Fi and Bapcor.
Mark graduated from the University of
Wales, UK with a Bachelor of Mining
Engineering with honours, before
completing a Masters in Logistics at
Cranfield and later a MBA at Cardiff
Business School, UK. He is a Chartered
Member of the New Zealand Institute
of Directors, a Graduate Member of the
Australian Institute of Company Directors
and a Fellow of the Chartered Institute of
Transport and Logistics.
Cecilia Robinson
Non-Executive Director
Cecilia was appointed as a director of
My Food Bag in August 2022 and acts
as Chair of the Marketing Committee.
Cecilia has extensive knowledge of the
business as she co-founded My Food
Bag in 2012, was co-CEO until 2018
and served as a director of the company
prior to its listing on the NZX Main
Board in 2021.
Cecilia the founder and co-CEO of
Tend Health – one of New Zealand’s
largest primary care providers, brings
an extensive background in business
management. Cecilia has been
recognised for her contributions to
business and entrepreneurship with
several awards, most recently as the
New Zealand Innovator of the Year
2024, Supreme Winner of the 2017
Women of Influence Awards, Next
Magazine Businesswoman of the year
2014 and EY Young Entrepreneur of
the Year 2013. Additionally she was
a founding trustee of the Prince’s Trust
Aotearoa New Zealand.
Cecilia is passionate about supporting
women in business and addressing the
challenges faced by working parents.
She also holds positions as a board
member of Pie Funds and is a member
of the NZ Institute of Directors.
25
BOARD OF DIRECTORS
MANAGEMENT TEAM
My Food Bag’s Senior Leadership Team bring a depth and
breadth of experience across multiple industries including
FMCG, services, and e-commerce.
With a balanced representation of men and women, the team
work collaboratively together to effectively lead the business
strategy and culture.
Louise Newsome
Chief Financial Officer
Louise leads the finance
function and has primary
responsibility for planning,
implementing, and controlling
all finance related activities.
She achieves this with a
collaborative team focused on
strong business partnerships.
Past experience:
• Chief Financial Officer,
Ray White Damerell
Group (2020 – 2022)
• Chief Financial Officer,
Southern Cross Travel
Insurance (2017 – 2019)
• Financial Controller,
Southern Cross Travel
Insurance (2009 – 2017)
Paul Kelly
Chief Operations Officer
Paul oversees a broad
team, and is responsible
for sourcing, operations
and logistics. This includes
the procurement of quality
ingredients, management of
our assembly operations in
both the North and South
Islands, as well last mile
logistics. Paul also leads
the compliance functions
covering both health and
safety and food safety.
Past experience:
• General Manager –
Dairy Process Excellence,
Fonterra (2021 – 2022)
• Director Technical
Excellence (Acting),
Fonterra (2019 – 2021)
• General Manager –
Value Chain Centres
of Excellence, Fonterra
(2016 – 2019)
• Director Operations,
Fonterra Brands
(2012 – 2014)
Polly Brodie
Head of Development Kitchen
Polly leads a passionate
team who are responsible
for both recipe development
and food photography.
The culinary team design the
menus and recipes as well as
sourcing and developing new
ingredients. The team ensure
that not only is the product
delicious, but ingredient
margin is maintained while
upholding My Food Bag’s
high food quality and
nutrition standards.
Past experience:
• Development Kitchen
and Nutrition Manager,
My Food Bag
(2015 – 2018)
• Recipe Development
and Test Kitchen Chef,
My Food Bag
(2014 – 2015)
• Sous Chef, Motor
Yacht SIRONA III
(2012 – 2014)
Mark Winter
Chief Executive Officer
Mark drives the team to do
the basics brilliantly every
week while also developing
and implementing the long-
term vision and goals. He is
responsible for all day-to-day
management decisions.
Past experience:
• Chief Financial
Officer, My Food Bag
(2019 – 2022)
• Group Financial
Controller, Fonterra
Brands NZ (2016 – 2019)
• Commercial Manager
Operations & Supply
Chain, Fonterra Brands
NZ (2015 – 2016)
• GM Commercial
Operations, Fonterra
LATAM (2014 – 2015)
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
26
Craig Jordan
Chief Digital & Growth Officer
Craig manages all digital,
technology and data
functions, leading a capable
data-driven team responsible
for maintaining and
enhancing My Food Bag’s
proprietary e-commerce
platform, along with
providing actionable
data insights. Craig also
leads the growth marketing
team to drive customer
acquisition and retention
through digital channels.
Past experience:
• Chief Digital Officer,
The Warehouse Group
(2014 – 2017)
• Various executive and
senior leadership roles,
Trade Me (2007 – 2014)
Cassie Ormand
Head of People & Culture
Cassie drives performance
and culture within the
business by ensuring sound
frameworks and processes
are in place to attract and
retain great people and
enable them to achieve.
She leads a team that
offers commercially focused
advice in partnership
with the business to
drive culture, capability
and communication.
Past experience:
• Head of People & Culture
Plan B (2019 – 2021)
• Senior HR Business
Partner, Goodman Fielder
(2018 – 2019)
• Head of HR AMEA,
Rexam Beverage Can
(2014 – 2017)
Trish Whitwell
Chief Marketing Officer
Trish leads the brand
marketing team to create
and implement campaigns
that strengthen and grow
awareness of My Food Bags’
portfolio of brands. Trish
also drives business growth
through the creation of new
products and the evolution
of existing ones. She runs
a collaborative innovation
process that allows My Food
Bag to respond quickly to
market changes.
Past experience:
• Head of Marketing,
My Food Bag
(2016 – 2017)
• Marketing Manager,
Meadow Fresh, Goodman
Fielder (2015 – 2016)
• Marketing Manager,
Digital Channels, TVNZ
(2011 – 2013)
27
MANAGEMENT TEAM
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
28
29
FINANCIAL STATEMENTS
Statement of
Financial Position
30
Statement of
Comprehensive Income
31
Statement of
Changes in Equity
32
Statement of
Cash Flows
33
Notes to the
Financial Statements
34
Independent
Auditor’s Report
52
Financial Statements
FOR THE YEAR ENDED 31 MARCH 2024
FINANCIAL STATEMENTS
29
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
30
Statement of Financial Position
AS AT 31 MARCH 2024
NZ$000
Note
2024
2023
ASSETS
Current
Cash and cash equivalents
150
150
Trade and other receivables
5
311
670
Inventories
6
449
2,160
Prepayments
728
1,628
Total current assets
1,638
4,608
Non-current
Property, plant and equipment
9
8,035
7,946
Intangible assets
10
85,912
85,263
Right-of-use assets
11
8,418
10,549
Other receivables
116
185
Total non-current assets
102,481
103,943
Total assets
104,119
108,551
LIABILITIES
Current
Bank overdraft
13
472
3,995
Trade and other payables
7
10,767
12,737
Deferred revenue
257
3,199
Lease liabilities
11
2,383
2,535
Other current liabilities
8
1,570
1,296
Tax liability
949
1,400
Total current liabilities
16,398
25,162
Non-current
Lease liabilities
11
7,324
9,344
Borrowings
13
11,446
11,420
Deferred tax liability
15
4,029
4,317
Provisions
330
330
Total non-current liabilities
23,129
25,411
Total liabilities
39,527
50,573
Net assets
64,592
57,978
EQUITY
Share capital
12
59,336
59,336
Retained earnings
4,420
(1,624)
Share-based payment reserve
836
266
Total equity
64,592
57,978
For and on behalf of the Board of Directors who authorised the issue of the financial statements on 22 May 2024.
Tony Carter
Chair
22 May 2024
Jen Bunbury
Director
22 May 2024
31
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
31
NZ$000
Note
2024
2023
Income
1
162,235
175,694
Cost of sales
(125,517)
(134,319)
Gross profit
36,718
41,375
Marketing expenses
(4,514)
(5,640)
Financing expenses
(1,971)
(1,493)
Indirect expenses
(21,853)
(23,329)
Other income
1
238
90
Net profit before tax
3
8,618
11,003
Income tax expense
15
(2,574)
(3,153)
Net profit after tax
6,044
7,850
Total comprehensive income
6,044
7,850
Earnings per share
NZ$
NZ$
Basic and diluted earnings per share
4
0.02
0.03
Statement of Comprehensive Income
FOR THE YEAR ENDED 31 MARCH 2024
FINANCIAL STATEMENTS
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
32
Note
Share
capital
Retained
earnings
Share-based
payment
reserve
Total
equity
NZ$000
At 1 April 2023
59,336
(1,624)
266
57,978
Net profit for the year
-
6,044
-
6,044
Total comprehensive income for the year
-
6,044
-
6,044
Dividend
12
-
-
-
-
Share-based payments
-
-
570
570
At 31 March 2024
59,336
4,420
836
64,592
At 1 April 2022
59,336
7,574
-
66,910
Net profit for the year
-
7,850
-
7,850
Total comprehensive income for the year
-
7,850
-
7,850
Dividend
12
-
(17,048)
-
(17,048)
Share-based payments
-
-
266
266
At 31 March 2023
59,336
(1,624)
266
57,978
Statement of Changes in Equity
FOR THE YEAR ENDED 31 MARCH 2024
33
FINANCIAL STATEMENTS
Statement of Cash Flows
FOR THE YEAR ENDED 31 MARCH 2024
NZ$000
Note
2024
2023
OPERATING ACTIVITIES
Cash was provided from:
Receipts from customers
159,557
174,755
Tax refund
-
277
Proceeds from insurance
150
-
Interest received
68
75
Cash was applied to:
Payments to suppliers
(144,717)
(156,874)
Interest paid
(1,944)
(1,447)
Tax paid
(3,315)
(7,028)
Net cash flows from operating activities
9,799
9,758
INVESTING ACTIVITIES
Cash was provided from:
Proceeds from the sale of property, plant and equipment
23
11
Cash was applied to:
Purchase of property, plant and equipment
(1,705)
(5,178)
Payments for development of software
(2,143)
(2,569)
Net cash flows from investing activities
(3,825)
(7,736)
FINANCING ACTIVITIES
Cash was provided from:
Proceeds from borrowings
13
10,000
19,250
Cash was applied to:
Principal payments on leases
(2,451)
(2,603)
Dividends paid
-
(17,139)
Repayment of borrowings
13
(10,000)
(11,250)
Credit facility extension fee
-
(38)
Net cash flows from financing activities
(2,451)
(11,780)
Net (decrease) / increase in cash flows
3,523
(9,758)
Cash and cash equivalents at the beginning of the year
(3,845)
5,913
Net (bank overdraft) / cash and cash equivalents at the end of the year
(322)
(3,845)
Represented by:
Cash and cash equivalents
150
150
Bank overdraft
(472)
(3,995)
Net (bank overdraft) / cash and cash equivalents at the end of the year
(322)
(3,845)
General Information
35
Financial Performance
36
1.
Income
36
2. Segment Reporting
36
3. Expenses
37
4. Earnings per Share (EPS)
37
Working Capital
38
5. Trade and Other Receivables
38
6. Inventories
38
7.
Trade and Other Payables
39
8. Other Current Liabilities
39
Long-term Assets
40
9. Property, Plant and Equipment
40
10. Intangible Assets
41
11. Leases
43
Funding and Equity
44
12. Share Capital and Dividend
44
13. Borrowings
45
14. Financial Risk Management
46
Other Notes
47
15. Taxation
47
16. Share-based Payments
48
17. Related Party Transactions
50
18. Operating Cash Flow Reconciliation
51
19. Contingent Liabilities
51
20. Capital Commitments
51
Notes to the Financial Statements
FOR THE YEAR ENDED 31 MARCH 2024
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
34
35
FINANCIAL STATEMENTS
Notes to the Financial Statements
FOR THE YEAR ENDED 31 MARCH 2024
General Information
Reporting Entity
My Food Bag Group Limited is a profit-oriented company incorporated and domiciled in New Zealand. My Food Bag Group
Limited is registered under the Companies Act 1993 and is a FMC reporting entity under the Financial Markets Conduct Act 2013.
My Food Bag Group Limited is listed on the NZX Main Board.
The consolidated financial statements (the financial statements) presented are for My Food Bag Group Limited and its wholly owned
subsidiary My Food Bag Limited (together referred to as “the Group”).
Basis of Preparation
STATEMENT OF COMPLIANCE
These financial statements comply with International Financial Reporting Standards (IFRS) and New Zealand equivalents to
International Financial Reporting Standards (NZ IFRS). These financial statements have been prepared in accordance with Generally
Accepted Accounting Practice applicable to for-profit entities and the requirements of the Financial Markets Conduct Act 2013.
BASIS OF MEASUREMENT
These financial statements have been prepared on the historical costs basis.
FUNCTIONAL AND PRESENTATION CURRENCY
These financial statements are presented in New Zealand dollars (NZ$), which is the Group’s functional currency, and rounded to
the nearest thousand dollars (NZ$000) unless otherwise stated.
GOING CONCERN
These financial statements have been prepared on the basis the Group is a going concern.
Significant Estimates and Judgements
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the
reported amounts of income, expenses, assets and liabilities, and the accompanying disclosures. Actual outcomes may differ from
these estimates.
Information about significant estimation uncertainty and judgements in applying accounting policies that have the most significant
effect on the amounts recognised are set out below:
• Recoverable amount assessment (Note 10 Intangible Assets).
An impairment test is performed annually to assess the recoverable amount of goodwill and other intangible assets with
an indefinite life. The recoverable amount is based on a value-in-use calculation that requires the use of estimates.
Material Accounting Policies
The material accounting policies which are relevant to an understanding of these financial statements are included throughout the
notes to the financial statements.
Standards Issued but Not Yet Effective
There are no new or amended standards that are issued, but not yet effective, that are expected to have a material
impact to the Group.
Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2024
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
36
Financial Performance
1. Income
Revenue from the sale of goods is recognised when control of the goods transfers to the customer. This is typically when the
goods are delivered to the customer.
The amount of revenue recognised reflects the consideration that the Group expects to be entitled for providing the goods
to the customer.
Revenue is measured as the sales price (net of discounts), adjusted for customer credits. Customer credits are recognised as
deductions from revenue at the time that the related sales are recognised.
Payment for the goods is typically received up to a week in advance of delivery. The payment received in advance of delivery is
recognised in the Statement of Financial Position as a liability (deferred revenue) until the goods are delivered to the customer.
NZ$000
2024
2023
Revenue from contracts with customers
162,235
175,694
Total income
162,235
175,694
Interest income
68
75
Proceeds from insurance
150
-
Other income
20
15
Total other income
238
90
2. Segment Reporting
Operating segments are determined based on the financial information that is regularly reported to the Chief Executive Officer
(CEO) and Chief Financial Officer (CFO). The CEO together with the CFO is considered to be the Chief Operating Decision
Maker (CODM).
The Group operates in one reportable segment being online meal kit and food delivery. This consists of creating and delivering
meal kits, pre-prepared ready-to-heat meals and grocery items to New Zealand customers.
The Group operates in one geographic area, New Zealand.
37
FINANCIAL STATEMENTS
3. Expenses
Net profit before income tax has been arrived at after charging / (crediting) the following items:
NZ$000
2024
2023
Staff expenses
Salaries and wages
15,385
16,627
Defined contribution pension costs
489
485
Share-based payment expense
570
266
Interest expense
1,971
1,493
IT expenses
2,886
2,720
Depreciation and amortisation
5,510
5,745
Loss on disposal of property, plant and equipment
53
45
Fees paid to the auditor (Ernst & Young)
Audit and review of the financial statements1
148
155
1. The audit fee includes the fees for both the annual audit of the financial statements and the review of the interim financial statements.
4. Earnings per Share (EPS)
Basic earnings per share is calculated by dividing the profit or loss attributable to equity holders by the weighted average
number of shares outstanding during the year.
Diluted earnings per share is calculated by adjusting the profit or loss attributable to equity holders and the weighted average
number of shares outstanding during the year for the effects of shares with dilutive potential.
2024
2023
Basic and diluted earnings per share
Net profit attributable to equity holders (NZ$000)
6,044
7,850
Weighted average number of shares for basic EPS (000)
242,438
242,438
Weighted average number of shares for diluted EPS (000)
246,548
242,646
Basic and diluted earnings per share (NZ$)
0.02
0.03
The diluted weighted average number of shares takes into account the number of share rights and performance share rights that may
be dilutive depending on the likelihood of vesting conditions being met.
Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2024
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
38
Working Capital
The Group operates a weekly meal-kit subscription business and has a weekly business cycle. Customers are invoiced, and cash is
received, in advance each week on a Tuesday (initially recognised as a current liability, deferred revenue). Inventory in relation to
the customers invoiced is received during the week following this and suppliers are predominantly paid monthly. This cycle results in
the business operating with net current liabilities and negative working capital as the cash generated from customers in advance is
used to fund investing and financial activities.
5. Trade and Other Receivables
Trade receivables are amounts due from customers for goods sold in the ordinary course of business. Trade receivables are
initially recognised at the amount invoiced to the customer and subsequently measured at the amount expected to be collected.
Estimates are used to determine the amount of trade receivables that may not be collected. A provision for impairment of trade
receivables is recognised based on the lifetime expected credit loss at each reporting date.
NZ$000
2024
2023
Trade receivables
380
355
Provision for impairment of trade receivables
(241)
(207)
Other receivables
172
522
Trade and other receivables
311
670
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$000
2024
2023
Ingredients and work in progress
189
204
Finished goods
140
1,878
Packaging
120
78
Inventories
449
2,160
In FY24, 31 March landed on a Sunday (FY23: Friday) meaning the majority of meal kits had been delivered as this is our primary
delivery day, resulting in a lower finished goods balance.
During the year inventories of NZ$89,162,000 (2023: NZ$95,953,000) were recognised as an expense in Cost of Sales.
39
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$000
2024
2023
Trade payables
9,086
11,518
Other payables
532
57
Accrued expenses
1,149
1,162
Trade and other payables
10,767
12,737
8. Other Current Liabilities
Liabilities for wages and salaries and annual leave are recognised at the amounts expected to be paid when the liabilities
are settled.
NZ$000
2024
2023
Accrued wages and salaries
652
420
Annual leave
738
751
Employee benefits
1,390
1,171
Other liabilities
180
125
Other current liabilities
1,570
1,296
Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2024
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
40
Long-Term Assets
9. Property, Plant and Equipment
Items of property, plant and equipment are measured at cost less accumulated depreciation and any impairment losses. Cost
includes the purchase consideration and those costs attributable to bringing the asset to the location and condition necessary for
its intended use. Subsequent costs are capitalised only when it is probable the future economic benefits associated with the item
will flow to the Group. The carrying amount of any replaced part is derecognised. All other repairs and maintenance costs are
recognised as an expense when they are incurred.
Gains or losses on disposals are calculated by comparing the sales proceeds with the carrying amount, and are recognised in
profit or loss.
Depreciation is calculated on a straight-line basis to allocate the cost of the asset, less any residual value, over its useful
economic life. Residual values and useful lives are reviewed, and adjusted if required, each financial year.
The depreciation rates for each class of property, plant and equipment are as follows:
• Motor vehicles
21% - 25% (2023: 21% - 25%)
• Plant and machinery
7% - 67% (2023: 8% - 67%)
• Furniture, fixtures and fittings 13% - 67% (2023: 13% - 67%)
• Computers
40% - 67% (2023: 50% - 67%)
NZ$000
Motor
vehicles
Plant and
machinery
Furniture,
fittings and
equipment
Computers
Total
Cost
At 1 April 2023
518
8,332
1,943
872
11,665
Additions
-
1,585
10
110
1,705
Disposals
(105)
(90)
(13)
(112)
(320)
At 31 March 2024
413
9,827
1,940
870
13,050
Accumulated depreciation
At 1 April 2023
338
1,549
1,166
666
3,719
Depreciation
27
1,203
166
143
1,539
Disposals
(85)
(39)
(8)
(111)
(243)
At 31 March 2024
280
2,713
1,324
698
5,015
Net book value at 31 March 2024
133
7,114
616
172
8,035
Cost
At 1 April 2022
389
3,446
1,871
711
6,417
Additions
129
5,012
101
184
5,426
Disposals
-
(126)
(29)
(23)
(178)
At 31 March 2023
518
8,332
1,943
872
11,665
Accumulated depreciation
At 1 April 2022
309
1,193
1,010
533
3,045
Depreciation
29
436
178
152
795
Disposals
-
(80)
(22)
(19)
(121)
At 31 March 2023
338
1,549
1,166
666
3,719
Net book value at 31 March 2023
180
6,783
777
206
7,946
At 31 March 2024 additions of $24,000 (2023 $1,841,000) included in Plant and machinery are not ready for use and therefore
have not been subject to depreciation during the year.
41
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%) (2023: 14% - 50%). Amortisation is included
in Indirect expenses.
Impairment testing
Goodwill and indefinite life brands are tested for impairment annually, or more frequently if there is an indicator of impairment.
Software assets are tested for impairment when an indicator of impairment exists.
Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2024
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
42
NZ$000
Goodwill
Brands
Software
Software
WIP
Other
Total
Cost
At 1 April 2023
63,631
18,357
8,161
893
5,261
96,303
Additions
-
-
-
2,142
-
2,142
Transfers
-
-
2,587
(2,587)
-
-
Disposals
-
-
-
-
-
-
At 31 March 2024
63,631
18,357
10,748
448
5,261
98,445
Accumulated amortisation
At 1 April 2023
-
-
5,779
-
5,261
11,040
Amortisation
-
-
1,493
-
-
1,493
At 31 March 2024
-
-
7,272
-
5,261
12,533
Net book value at 31 March 2024
63,631
18,357
3,476
448
-
85,912
NZ$000
Goodwill
Brands
Software
Software
WIP
Other
Total
Cost
At 1 April 2022
63,631
18,357
6,231
272
5,261
93,752
Additions
-
-
76
2,493
-
2,569
Transfers
-
-
1,854
(1,854)
-
-
Disposals
-
-
-
(18)
-
(18)
At 31 March 2023
63,631
18,357
8,161
893
5,261
96,303
Accumulated amortisation
At 1 April 2022
-
-
3,602
-
5,261
8,863
Amortisation
-
-
2,177
-
-
2,177
At 31 March 2023
-
-
5,779
-
5,261
11,040
Net book value at 31 March 2023
63,631
18,357
2,382
893
-
85,263
During the period, the Group reassessed the expected useful life of software assets, including those with an opening book value
at 1 April 2023 and determined the useful life of the majority of software assets to be 3 years instead of 2 years. This resulted in
a reduction of NZ$549,000 in amortisation in the current period. The estimated impact of this change on amortisation for future
periods is to be an increase of NZ$549,000.
IMPAIRMENT TESTING
As at 31 March 2024, the market capitalisation of the Group was below the book value of its equity, indicating a potential
impairment of the Group’s assets (including goodwill and indefinite life brands). When reviewing for indicators of impairment,
the Group considers the relationship between its market capitalisation and its book value, among other factors.
The Group performed its annual impairment test in March 2024. The recoverable amount of the Group, which is a single cash-
generating unit, was determined on a value-in-use basis using a discounted cash flow methodology. The model uses a five-
year cash flow forecast based on the Board-approved budget for FY25. Cash flows for FY26 and FY27 are based on forecast
performance of the core meal kit business including the on-going impact of strategic initiatives implemented during FY23 and FY24
(implementation of Pick-to-Light technology, strengthening of the e-commerce offering, restructure of the non-operational team and
consolidation of the Auckland distribution centres). Cash flows for years FY28 and FY29 are based on estimates of revenue growth
and EBITDA margin assumptions.
Key assumptions in the cash flow forecast are revenue growth for years FY28 and FY29, and EBITDA margin for years FY29
onwards. Revenue growth has been estimated based on past and forecast delivery numbers, brand mix, and average order value,
43
FINANCIAL STATEMENTS
taking into consideration brand strategy and economic forecasts. EBITDA margin has been estimated based on past and forecast
EBITDA margin, adjusted for ingredient price inflation, economies of scale and other cost efficiency gains.
The post-tax discount rate used in the model is 13.8% (2023: 11.7%).
The terminal growth rate applied to the forecast cash flows after year five is 2.0% (2023: 2.0%). This reflects the long term
New Zealand inflation target, historical sector specific growth and population projections in New Zealand.
The following table shows the impact of reasonably possible changes in key assumptions.
Key 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 FY28 & FY29: 6.1%
+/- 200 basis points
-3.3
3.3
No
EBITDA margin FY29 onwards: 12.8%
+/- 100 basis points
-8.4
8.3
No
Discount rate: 13.8%
+/- 50 basis points
-4.0
4.3
No
Terminal growth rate: 2%
+/- 100 basis points
-5.4
6.3
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 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.
2024
2023
NZ$000
Net book
value
Depreciation
charge
Net book
value
Depreciation
charge
Property
8,004
2,203
10,383
2,527
Plant and machinery
414
275
166
246
Right-of-use assets
8,418
2,478
10,549
2,773
Additions to right-of-use assets during the year were NZ$517,000 (2023: NZ$6,315,000). This amount relates to renewed leased fleet.
Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2024
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
44
Amounts recognised in the Statement of Comprehensive Income
NZ$000
2024
2023
Interest on lease liabilities
579
610
Expense relating to short-term leases and low value assets
57
112
Lease liabilities
NZ$000
2024
2023
Lease liabilities at 1 April
11,879
7,598
Principal lease payments
(2,451)
(2,603)
New leases
517
6,315
Non-cash changes in lease liabilities
(238)
569
Lease liabilities at 31 March
9,707
11,879
Total cash payments for leases during the year was NZ$3,029,000 (2023: NZ$3,213,000).
Funding and Equity
12. Share Capital and Dividend
SHARE CAPITAL
2024
2023
Fully paid ordinary shares
NZ$000
Number
(000s)
NZ$000
Number
(000s)
At 1 April and 31 March
59,336
242,438
59,336
242,438
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$000
2024
2023
Final dividend for 2022 – 4.0 cents per share
-
9,740
Interim dividend for 2023 – 3.0 cents per share
-
7,308
Dividends paid
-
17,048
The imputation credit account balance as at 31 March 2024 is NZ$3,122,000 (2023: NZ$1,014,000).
Dividend declared after the reporting period
On 22 May 2024 the Board declared a fully imputed final dividend of 0.5 cents per share, to be paid on 20 June 2024 to
shareholders on the company’s register on 5 June 2024.
CAPITAL MANAGEMENT
The Group’s capital includes share capital and retained earnings. The objective of the Group’s capital management is to maintain a
strong capital base to support investor and market confidence and the future growth of the business. To manage the capital structure,
the Group may adjust the proportion of earnings paid to shareholders, return capital to shareholders, issue new shares or amend
capital spending plans.
The Group is not subject to externally imposed capital requirements.
45
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$000
2024
2023
Bank loan – non-current
11,446
11,420
Total borrowings
11,446
11,420
Less: cash and cash equivalents
(150)
(150)
Add: bank overdraft
472
3,995
Net debt / (cash)
11,768
15,265
A reconciliation of the changes in borrowings to the proceeds and repayments of borrowings presented in the Statement of Cash
flows is shown below.
NZ$000
2024
2023
Total borrowings at 1 April
11,420
3,411
Proceeds from borrowings
10,000
19,250
Repayments of borrowings
(10,000)
(11,250)
Payment of credit facility extension fee
-
(38)
Non-cash change in deferred finance costs
26
47
Total borrowings at 31 March
11,446
11,420
Funding arrangements
The Group’s funding arrangements are shown below.
NZ$000
2024
2023
Revolving credit facility
25,000
25,000
Bank overdraft
5,000
5,000
Total facilities
30,000
30,000
Revolving credit facility utilised
(11,500)
(11,500)
Bank overdraft utilised
(472)
(3,995)
Total undrawn facilities
18,028
14,505
The revolving credit facility of NZ$25,000,000 expires on 5 April 2026. The amount drawn down is secured over current and
future accounts receivables and all the property, plant and equipment of the Group. The interest rate on the revolving credit facility
comprises base rate (BKBM rate) plus a margin of 1.77%.
In the prior year the revolving credit facility was amended and restated to reduce the amount of the facility available and to extend
the tenure of the agreement to 5 April 2026.
The Group was in compliance with its banking covenants during the year, and at 31 March 2024. The Group was also in
compliance with its banking covenants during the prior year and at 31 March 2023.
Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2024
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
46
14. Financial Risk Management
The objective of the Group’s risk management framework is to appropriately identify and manage risks within acceptable levels.
Risk management policies and procedures are reviewed regularly to ensure they reflect changes in market conditions and the
Group’s activities.
The financial risks that impact the Group are liquidity risk, interest rate risk and credit risk.
LIQUIDITY RISK
Liquidity risk is the risk that the Group will encounter difficulties in meeting its financial commitments as they fall due.
The Group manages its liquidity risk by maintaining a level of undrawn credit facilities and a spread of maturity dates.
The table below shows the timing of the gross contractual cash flows of the Group’s financial liabilities.
2024
NZ$000
Carrying
amount
Contractual
cash flows
3 months
or less
3 to 12
months
1 to 5
years
More than
5 years
Bank loan
11,446
11,500
-
-
11,500
-
Bank overdraft
472
472
472
-
-
-
Lease liabilities
9,707
11,212
692
2,064
5,712
2,744
Trade and other payables
10,767
10,767
10,767
-
-
-
Financial liabilities
32,392
33,951
11,931
2,064
17,212
2,744
2023
NZ$000
Carrying
amount
Contractual
cash flows
3 months
or less
3 to 12
months
1 to 5
years
More than
5 years
Bank loan
11,420
11,500
-
-
11,500
-
Bank overdraft
3,995
3,995
3,995
-
-
-
Lease liabilities
11,879
13,974
806
2,213
7,347
3,608
Trade and other payables
12,737
12,737
12,737
-
-
-
Financial liabilities
40,031
42,206
17,538
2,213
18,847
3,608
INTEREST RATE RISK
Interest rate risk is the impact of changes in interest rates on the financial results. The Group manages its interest rate risk through the
use of interest rate swaps where appropriate, based on the amount and tenure of the Group’s borrowing requirements.
The following table shows the effect on profit or loss and equity at reporting date of a reasonably possible change in interest rates.
A change in interest rates would impact the floating rate interest payments on the Groups borrowings held at reporting date.
2024
2023
NZ$000
Equity
Profit
Equity
Profit
50 basis point increase
(75)
(75)
(41)
(41)
10 basis point decrease
15
15
10
10
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.
47
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$000
2024
2023
Current period
2,750
3,453
Adjustments to prior periods
112
(61)
Current tax expense
2,862
3,392
Origination and reversal of temporary differences
(288)
(239)
Deferred tax expense
(288)
(239)
Income tax expense
2,574
3,153
Reconciliation of effective tax rate
NZ$000
2024
2023
Profit before tax
8,618
11,003
Prima facie income tax expense at 28% on profit before tax
2,413
3,081
Non-deductible expenses
49
12
Adjustments to prior year
112
60
Income tax expense
2,574
3,153
Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2024
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
48
Deferred tax
Deferred tax assets and liabilities are attributed to the following:
NZ$000
At 1 April 2023
Recognised in
profit or loss
At 31 March 2024
Property, plant and equipment
205
82
287
Right-of-use assets
(3,005)
616
(2,389)
Lease liability
3,418
(608)
2,810
Prepayments
(199)
66
(133)
Intangible assets
(5,140)
-
(5,140)
Accruals and provisions
373
41
414
Share-based payments
31
91
122
Net deferred tax liability
(4,317)
288
(4,029)
NZ$000
At 1 April 2022
Recognised in
profit or loss
At 31 March 2023
Property, plant and equipment
225
(20)
205
Right-of-use assets
(1,840)
(1,165)
(3,005)
Lease liability
2,197
1,221
3,418
Prepayments
(265)
66
(199)
Intangible assets
(5,140)
-
(5,140)
Derivatives
261
112
373
Accruals and provisions
-
31
31
Tax losses carried forward
6
(6)
-
Net deferred tax liability
(4,556)
239
(4,317)
16. Share-based Payments
Equity-settled share-based payments
The cost of equity-settled share-based payments is determined based on the grant-date fair value of the award. The fair value is
estimated using a valuation model appropriate to the terms and conditions of the award.
The cost is recognised in Staff expenses, together with a corresponding increase in equity (Share-based payment reserve), over
the period in which the service condition and, where applicable, the performance measures are fulfilled.
At each reporting date the likelihood of the service condition, and where applicable, the Earnings per Share (EPS) performance
measure being met is reassessed. The cumulative expense through profit or loss and equity is adjusted to reflect the best estimate
of the number of share rights and performance share rights that will ultimately vest.
Therefore, on a cumulative basis, no expense is recognised for awards that do not ultimately vest because the service condition
or EPS hurdle have not been met. As the Total Shareholder Return (TSR) performance measure is reflected in the grant-date fair
value, these awards are treated as vested, and the expense is recognised, irrespective of whether the TSR hurdle is achieved
(provided the service condition is met).
49
FINANCIAL STATEMENTS
ESOS
There were no Employee Share Ownership Scheme (ESOS) share rights offered to employees during the period to 31 March 2024
(31 March 2023: 451,497).
ESOS – FY23 awards
Permanent employees working at least 30 hours per week were eligible to participate in the ESOS June 2022 grant. Under the
scheme, participants were awarded restricted share rights of $3,000. The share rights vest after two years, subject to participants’
continued employment with the Group. After two years each share right converts to one ordinary share, at no cost to the employee.
Employees eligible for the ESOS December 2022 were primarily permanent employees working at least 30 hours per week who
commenced employment after June 2022. Participants in the December grant were awarded 1,691 restricted share rights. The share
rights vest after 18 months, subject to participants’ continued employment with the Group. After 18 months each share right converts
to one ordinary share, at no cost to the employee.
The ESOS is an equity-settled share-based payment scheme.
LTI
LTI - FY24 awards
The CEO, Senior Leadership Team and certain Key Operational Leaders are eligible to participate in the Long Term Incentive
(LTI) scheme. Under the scheme, participants are awarded performance share rights based on a percentage of their base salary.
Each performance share right converts to one ordinary share, at no cost to the employee. The LTI is an equity-settled share-based
payment scheme. The performance share rights vest after two years, subject to achievement of the following performance measures:
• Continued employment with the Group (retention tranche), and/or
• Continued employment with the Group and the relative Total Shareholder Return (TSR) compared to the companies included in
the NZX 50 (TSR tranche).
The board approved 6,922,230 LTI performance share awards during the period to 31 March 2024 (31 March 2023: 1,975,193).
LTI – FY23 awards
The Senior Leadership Team and certain Key Operational Leaders were eligible to participate in the FY23 LTI. The schemes and
measures are consistent with the LTI performance rights granted during FY24. All rights issued under these schemes are equity-settled.
The performance share rights awarded in FY23 vest after two years (June 2022 grant) or after 18 months (December 2022 grant).
FY23 CEO award – June 2022 grant
The CEO was awarded performance share rights under the FY23 LTI (CEO’s award). The performance share rights awarded to the
CEO vest after two years, subject to achievement of the following performance measures:
• 50% of the rights vest based on continued employment with the Group and the earnings per share target achieved for the year
ending 31 March 2024 (EPS tranche),
• 50% of the rights vest based on continued employment with the Group and the relative TSR compared to the companies included
in the NZX 50 (TSR tranche).
In September 2022 the CEO resigned from the Group and the performance share rights granted under CEO’s award were forfeited.
FY23 CEO award – December 2022 grant
The CEO was awarded performance share rights under the FY23 LTI (CEO’s December award). The performance share rights
awarded to the CEO vest after 18 months, subject to achievement of the following performance measures:
• 100% of the rights vest based on continued employment with the Group and the relative TSR compared to the companies
included in the NZX 50 (TSR tranche).
Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2024
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
50
Number of rights outstanding
ESOS
LTI
At 1 April 2023
360,183
1,164,001
Granted – July 2023
-
6,922,230
Forfeited1
(69,331)
(1,172,292)
At 31 March 2024
290,852
6,913,939
Number of rights outstanding
ESOS
LTI
At 1 April 2022
-
-
Granted – June 2022
385,548
1,820,518
Granted – December 2022
65,949
154,675
Forfeited1
(91,314)
(811,192)
At 31 March 2023
360,183
1,164,001
1. Forfeited rights relate to the share rights of eligible employees who have finished their employment with the Group during the period.
No rights vested during the period to 31 March 2024 (31 March 2023: none).
At 31 March 2024, the remaining contractual life of the rights issued under the ESOS schemes is two months (FY23: 1.2 years),
and the weighted average contractual life of rights issued under the LTI schemes is one year (FY23: 1.2 years).
VALUATION APPROACH
The fair value of the LTI performance share rights is estimated for each performance measure separately:
• The fair value of the TSR tranche of the performance share rights is estimated at the grant date using the Monte Carlo simulation
approach, taking into account the terms and conditions of the award.
• The fair value of the Retention tranche and the EPS tranche of the performance share rights is estimated based on the grant date
share price less the present value of expected dividends.
Key inputs in determining the fair values
Jun-23
Dec-22
Jun-22
Share price at grant date
$0.18
$0.40
$0.83
Risk-free interest rate
5.1%
3.4%
3.4%
Expected cash dividend yield
11.4%
8.6%
8.6%
Expected share price volatility
48.1%
36.7%
36.7%
Vesting period
2 years
1.5 years
2 years
Weighted average grant date fair value - ESOS
-
$0.32
$0.69
Weighted average grant date fair value - LTI
$0.12
$0.23
$0.50
The expected share price volatility is based on historic data and the expected dividend yield is based on external market
expectations at grant date.
17. Related Party Transactions
The transactions with related parties that were entered into during the year, and the year-end balances that arose from those
transactions are shown on the following page.
51
FINANCIAL STATEMENTS
KEY MANAGEMENT PERSONNEL REMUNERATION
Key management personnel comprise members of the Board and members of the Senior Leadership Team (SLT). The Board
comprised six members until 31 December 2023 when a sixth member ceased directorship (2023: six members). The SLT
comprised seven members (2023: eight).
NZ$000
2024
2023
Short-term employee benefits
2,229
3,185
Share-based payment transactions
272
92
Directors’ remuneration
544
515
Key management personnel remuneration
3,045
3,792
TRANSACTIONS WITH RELATED PARTIES DURING THE YEAR
Transactions with related parties are at a discount to normal terms and conditions.
NZ$000
2024
2023
Key management personnel
Sale of goods
60
76
18. Operating Cash Flow Reconciliation
The reconciliation of net profit before tax to net cash flows from operations is shown below.
NZ$000
2024
2023
Net profit before tax
8,618
11,003
Adjustments for non-cash items
Depreciation and amortisation
5,510
5,745
Non-cash change in deferred finance costs
26
47
Loss on disposal of property, plant and equipment
53
45
Disposal of intangible asset
-
18
Share-based payment expense
570
266
Changes in assets and liabilities
Decrease / (Increase) in trade and other receivables
359
(144)
Decrease in inventories
1,711
448
Decrease in prepayments
900
171
Decrease in trade and other payables
(1,965)
(492)
Decrease in deferred revenue
(2,942)
(805)
Increase in other current liabilities
274
207
Income tax paid
(3,315)
(7,028)
Tax refund
-
277
Net cash flows from operating activities
9,799
9,758
19. Contingent Liabilities
The Group has no contingent liabilities (2023: Nil)
20. Capital Commitments
The Group has capital commitments of NZ$81,000 (2023: NZ$460,000)
52
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
Independent Auditor’s Report
FOR THE YEAR ENDED 31 MARCH 2024
Independent auditor’s report to the shareholders of My Food Bag Group Limited
Report on the audit of the financial statements
OPINION
We have audited the financial statements of My Food Bag Group Limited (the “Company”) and its subsidiaries (together the
“Group”) on pages 30 to 51, which comprise the consolidated statement of financial position of the Group as at 31 March 2024,
and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement
of cash flows for the year then ended of the Group, and the notes to the consolidated financial statements including material
accounting policy information.
In our opinion, the consolidated financial statements on pages 30 to 51 present fairly, in all material respects, the consolidated
financial position of the Group as at 31 March 2024 and its consolidated financial performance and cash flows for the year then
ended in accordance with New Zealand Equivalents to International Financial Reporting Standards and International Financial
Reporting Standards.
This report is made solely to the Company’s shareholders, as a body. Our audit has been undertaken so that we might state to
the Company’s shareholders those matters we are required to state to them in an auditor’s report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s
shareholders, as a body, for our audit work, for this report, or for the opinions we have formed.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (New Zealand). Our responsibilities under those
standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report.
We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics for Assurance
Practitioners (including International Independence Standards) (New Zealand) issued by the New Zealand Auditing and Assurance
Standards Board, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interest in, the Company or any of its subsidiaries. Partners
and employees of our firm may deal with the Group on normal terms within the ordinary course of trading activities of the business
of the Group.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated
financial statements of the current year. These matters were addressed in the context of our audit of the consolidated financial
statements, and in forming our opinion thereon, but we do not provide a separate opinion on these matters. For each matter below,
our description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial statements section of
the audit report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed
to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures,
including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying
consolidated financial statements.
A member firm of Ernst & Young Global Limited
53
GOODWILL AND BRAND INTANGIBLE ASSETS’ IMPAIRMENT ASSESSMENT
Why significant
How our audit addressed the key audit matter
At 31 March 2024 the Group recorded indefinite useful life
intangible assets, being goodwill and brand intangible assets,
with a combined value of $82 million. These comprise 79% of the
Group’s total assets.
The value-in-use of the Group’s cash generating unit (“CGU”)
is determined by management each reporting period by an
impairment model that requires significant judgement and estimation
in respect of forecast cash flows, discount rate and terminal growth
rate assumptions. Changes in certain assumptions can lead to
significant changes in the assessment of the value-in-use.
Disclosures regarding the Group’s key assumptions adopted and
sensitivity to reasonably possible changes in those key assumptions
are included in note 10 of the consolidated financial statements.
In obtaining sufficient appropriate audit evidence, we:
•understood the Group’s goodwill impairment
assessment process.
•assessed the Group’s determination of CGUs based on our
understanding of the nature of the Group’s business and
considered whether management’s assessment of a single CGU
was appropriate.
•determined the appropriateness of using a discounted cash
flow methodology to assess value in use.
•tested the discounted cash flow model for
mathematical accuracy.
•challenged the reasonableness of management’s forecast cash
flows, including by comparing them to historical results and the
Board’s approved budget.
•considered other external valuation evidence such as market
capitalisation, broker forecasts and earnings multiples of
comparable companies.
•involved our business valuation specialists to assess the terminal
growth and discount rates applied.
•challenged the assumptions and judgements used by
management by performing sensitivity analysis in relation to the
discount rate, terminal growth rate and forecast cash flows to
consider the potential impact of changes in these assumptions.
•evaluated the adequacy of the related financial statement
disclosures, including the sensitivities included in note 10.
INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR’S REPORT
The directors of the Company are responsible for the annual report, which includes information other than the consolidated financial
statements and auditor’s report.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge
obtained during the audit, or otherwise appears to be materially misstated.
If, based upon the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
A member firm of Ernst & Young Global Limited
FINANCIAL STATEMENTS
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
54
Independent Auditor’s Report (continued)
FOR THE YEAR ENDED 31 MARCH 2024
DIRECTORS’ RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS
The directors are responsible, on behalf of the entity, for the preparation and fair presentation of the consolidated financial statements
in accordance with New Zealand Equivalents to International Financial Reporting Standards and International Financial Reporting
Standards, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible for assessing on behalf of the entity the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the directors either intend to liquidate the Group or cease operations, or have no realistic alternative but
to do so.
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the Group financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with International Standards on
Auditing (New Zealand) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of these consolidated financial statements.
A further description of the auditor’s responsibilities for the audit of the financial statements is located at the External Reporting
Board’s website: https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/.
This description forms part of our auditor’s report.
The engagement partner on the audit resulting in this independent auditor’s report is Lloyd Bunyan.
Chartered Accountants
Auckland
22 May 2024
A member firm of Ernst & Young Global Limited
55
Non-GAAP
Financial Information
56
Corporate Governance
Statement
57
Other Disclosures
69
Directory
77
Key Dates
77
Other Information
OTHER INFORMATION
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
56
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
The reconciliation of net profit after tax to earnings before interest, tax and depreciation and amortization (EBITDA) is shown below.
NZ$000
2024
2023
Net profit after tax
6,044
7,850
Add: Tax
2,574
3,153
Net profit before tax
8,618
11,003
Add: Depreciation and amortisation
5,510
5,745
Add: Net financing costs
1,903
1,418
EBITDA
16,031
18,166
The reconciliation of revenue to gross margin and contribution margin is shown below.
NZ$000
2024
2023
Revenue
162,235
175,694
Less: Cost of goods sold
(83,608)
(90,725)
Gross margin
78,627
84,969
Less: Assembly and distribution costs
(41,909)
(43,594)
Contribution margin
36,718
41,375
Non-GAAP Financial Information
57
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
The Board of My Food Bag Group Limited (Company) and its subsidiary (collectively, My Food Bag) are responsible for the overall
management of My Food Bag and aim to promote and achieve high standards of corporate governance, consistent with the size
and nature of My Food Bag’s operations.
The objective of strong corporate governance at My Food Bag is to lay the foundation for a culture that is open, transparent and
inclusive, and which develops capability, seeks out new opportunities and drives good decision making, in turn creating long-term,
sustainable value for shareholders.
This Corporate Governance Statement provides an overview of My Food Bag’s current corporate governance framework, which
primarily takes into consideration contemporary corporate governance standards in New Zealand. It is therefore structured in the
same manner as the NZX Corporate Governance Code (NZX Code) and discloses the extent to which My Food Bag has followed
the recommendations in the NZX Code. The Board’s view is that (unless specifically stated) My Food Bag generally complies in all
material respects with the principles and recommendations set out in the NZX Code.
This statement was approved by the Board on 22 May 2024 and is current as at that date.
Principle 1 – Code of Ethical Behaviour
“Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these
standards being followed throughout the organisation.”
CODE OF ETHICS
My Food Bag expects its people to behave ethically and act with integrity. It has adopted a written Code of Ethics with which all
of its Directors and employees are required to comply. This Code does not include an exhaustive list of what is or is not acceptable
behaviour at My Food Bag – rather, it is intended to facilitate decisions and promote ethical standards that are consistent with My
Food Bag’s business standards, purpose, reputation, objectives and legal obligations.
The Code of Ethics (taken together with My Food Bag’s other internal policies and charters) includes the content specified in
Recommendation 1.1 of the NZX Code and will be reviewed by the Board at least every two years. It is currently structured to
include certain fundamental requirements for ethical behaviour generally, alongside a number of more targeted areas, including the
management of conflicts of interest, protection of My Food Bag’s assets and information, reporting of unlawful or unethical behaviour,
confidentiality and pursuit of corporate opportunities. The Code of Ethics was last reviewed on 16 March 2023.
The Code of Ethics is readily available to all employees at My Food Bag. In addition, every new Director and employee of My Food
Bag is provided with a copy of the Code of Ethics as part of their induction to the business. Any breaches of the Code of Ethics are
required to be addressed promptly, dealt with consistently and handled by senior management and/or the Board, as appropriate.
The reporting of breaches of the Code of Ethics is encouraged and the steps for doing so are set out in the Code of Ethics and My
Food Bag’s separate Whistleblowing Policy. My Food Bag’s whistleblowing processes enable employees to anonymously report
suspected wrongdoing through a third party service provider. My Food Bag is also aware of its obligations with regards to protected
disclosures under the Protected Disclosures Act 2022.
The Code of Ethics is available to view on the My Food Bag investor website.
SECURITIES TRADING POLICY
My Food Bag has a Securities Trading Policy that details the Company’s trading policy and guidelines, including the restrictions
on trading in the Company’s securities. It applies to all Directors, employees and contractors of My Food Bag. The requirements
imposed by the policy are separate from, and in addition to, the legal prohibitions on insider trading.
The Securities Trading Policy places additional restrictions on certain “restricted persons” which includes the Directors, the Chief
Executive Officer (CEO), the members of the Senior Leadership Team and their direct reports. These restricted persons are generally
prohibited from trading in the Company’s securities during prescribed “blackout” periods. Outside of these blackout periods, the
restricted persons are generally permitted to trade with the prior written consent of the Chief Financial Officer (CFO) (and subject
always to compliance with underlying insider trading laws).
The Securities Trading Policy is available to view on the My Food Bag investor website.
Corporate Governance Statement
OTHER INFORMATION
Corporate Governance Statement (continued)
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
58
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 2024
59
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
Experience
Banking and finance
Legal and regulatory
Technology
Consumer business
Grocery and meal kits
Investment and M&A
Health
Skills
Financial acumen
Governance and compliance
Strategy and risk
Grocery supply chain and logistics
Customer experience and agri-tech
E-commerce
Investor relations
Entrepreneurship
Tenure
3 to 6 years
3
Less than 3 years
2
Diversity
Female
60%
Male
40%
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 2024
60
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
For the year ended 31 March 2024
Board meetings
available to
attend
Number
attended
ARC1 meetings
available to
attend
Number
attended
NRC2 meetings
available to
attend
Number
attended
MC3 meetings
available to
attend
Number
attended
Tony Carter
11
11
4
4
3
3
N/A
N/A
Jon Macdonald
8
7
3
3
2
2
N/A
N/A
Sarah Hindle
11
11
4
4
3
3
4
4
Jen Bunbury
11
9
4
4
3
3
N/A
N/A
Cecilia Robinson
11
10
4
4
3
2
4
4
Mark Powell
11
11
4
4
3
3
4
4
During FY24, members of the Board also provide more informal oversight and strategic support and guidance to management at
different times as and when the opportunity or need arises.
DIVERSITY
My Food Bag aims to cultivate an environment where all of its people enjoy coming to work and contributing to the collective
success of the business. It is committed to creating an open workplace where every team member is welcomed, supported and
inspired, and where diversity is celebrated at all levels of the business. To do this, My Food Bag actively seeks to remove perceived
or tangible barriers to becoming part of the My Food Bag team and provides equal opportunities based on performance
and potential.
My Food Bag has a written Inclusion and Diversity Policy that is available on the My Food Bag investor website. The guiding
principles of this policy include to: encourage diversity throughout the workforce; create a flexible and inclusive work environment;
leverage diversity of thought and individuality; ensure the behaviour of My Food Bag’s leaders reflects its values; attract and retain
talented people; and maintain a zero tolerance for bullying and harassment. This policy will be reviewed by the Board as required
and at least every two years.
Diversity and inclusion has been a hallmark of My Food Bag’s values since its inception, reflecting the values and expectations of the
founders of the business. These values are formalised in the written policy. The Board is generally comfortable with My Food Bag’s
core statistics with regards to diversity and inclusion, albeit it recognises there are always opportunities to further improve My Food
Bag’s workplace, including through new programmes and initiatives designed to target particular aspects of diversity and inclusion.
My Food Bag continues to review and monitor the gender pay gap for all of its permanent employees and, at 31 March 2024, the
median pay gap across the organisation was 1.44% (versus 12.77% at 31 March 2023). My Food Bag intends to continue to focus
on improving the pay equity position through annual remuneration reviews and its recruitment processes. My Food Bag measures
and publicly reports its gender pay gap annually.
In collaboration with the Board, My Food Bag has a number of initiatives to support gender diversity and inclusion, including:
maintaining a 40/40/20 gender balance at both the Board and Senior Leadership Team level (and striving for this across the wider
organisation), reducing the gender pay gap, and maintaining a Diversity and Inclusion Committee of employees to enable targeted
programs of activity to increase belonging and equity. My Food Bag also offers flexible working arrangements and a generous
parental leave policy to support new parents. During FY24, My Food Bag concentrated on driving greater cultural awareness and
understanding across the business with events to celebrate Lunar New Year, Diwali and Māori Language week across our sites, as
well as efforts to develop a better understanding of accessibility in the workplace. A further update on My Food Bag’s diversity and
inclusion initiatives, including any formal measurable objectives adopted, will be provided in next year’s Annual Report (or other
corporate governance reporting).
1. Audit and Risk Committee.
2. Nomination and Remuneration Committee.
3. Marketing Committee.
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
61
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.
20231, 3
20241, 3
Female
Male
Female
Male
Directors
3
3
3
2
Officers2
4
3
4
3
Other employees
121
90
104
90
Total
128
96
111
95
DIRECTOR TRAINING
On appointment, all Directors receive a comprehensive induction from the business to familiarise themselves with My Food Bag’s
management and operations. Under its charter, the Board has also committed to ensure that new Directors are appropriately
introduced to My Food Bag’s management and business, are acquainted with relevant industry knowledge and receive all
appropriate papers, policies and documents to enable them to discharge their duties effectively. Visits to specific operations of
the business are arranged, when appropriate, and reports and presentations from management are incorporated into the Board
meeting schedule on a regular basis.
More generally, Directors are expected to maintain appropriate levels of financial, legal and industry understanding, and are
encouraged to take responsibility for their own professional development, including by attending relevant courses or conferences
and through membership of industry bodies such as the NZ Institute of Directors. Each Director is also entitled to access Company
information and to seek independent advice in respect of their role as a Director should the need arise.
BOARD PERFORMANCE
The Board has committed to critically evaluate its own performance and the performance of individual Directors every two years
(as well as to review My Food Bag’s key policies and charters). In addition, the Chair of the Audit and Risk Committee reviews that
Committee’s performance at least every two years and is required to report her findings to the Board. The Directors are in the process
of preparing a framework for this performance evaluation which is likely to be completed in 2024 and include both an internal, self-
directed evaluation as well as potentially some degree of external facilitation.
The Nomination and Remuneration Committee is tasked with making recommendations to the Board to ensure that adequate
procedures are in place to review the performance of the Board as a whole, its Committees and the contributions of Directors.
More generally, open and constructive discussion is encouraged at all Board and Committee meetings to ensure decisions are taken
that benefit from the diverse range of skills, experiences and perspectives of Directors – in this regard, each Director is expected to
fully participate in meeting discussions, having read all Board and briefing papers provided.
INDEPENDENCE
The Board currently comprises five Directors. All Directors are non-executive Directors. The Board has considered which of the
Directors are independent Directors for the purposes of the NZX Listing Rules and has determined that, as at 22 May 2024 (the
date of this corporate governance statement), four Directors are independent Directors, including the Chair and the Chair of
the Audit and Risk Committee. The independent Directors are Tony Carter, Jen Bunbury, Sarah Hindle and Mark Powell. Cecilia
Robinson is not considered to be independent at this time due to her long association with My Food Bag, including as co-founder.
Directors are required to inform the Board of any change in circumstances that may affect their independence.
The positions of Chair of the Board and CEO of My Food Bag are held by different people.
The Board’s standards for determining independence of Directors includes the non-exhaustive factors set out in Recommendation
2.4 of the NZX Code, and requires the Board to ultimately assess whether a Director’s interest, position, association or relationship
might interfere, or might reasonably be seen to interfere, with that Director’s capacity to bring an independent judgement to bear on
1. As at 31 March in each year.
2. In accordance with NZX Listing Rule 3.8.1(c), an “Officer” for this purpose means a person who is concerned or takes part in the management of an issuer and reports directly to the
Board or a person who reports to the Board. In My Food Bag’s circumstances, this category of person comprises members of the Senior Leadership Team.
3. Directors, officers and other employees are also given the option to elect to not specify their gender or to identify as non-binary.
OTHER INFORMATION
Corporate Governance Statement (continued)
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
62
issues before the Board, to act in the best interests of the Company and to represent its shareholders generally. The Board assesses
the independence of Directors on their appointment and at least annually thereafter. If there is a change in the Board’s determination,
it will be announced to the market.
The Company maintains an Interests Register. Any Director who is interested in a transaction with the Company must immediately
disclose to the Board the nature, monetary value and extent of that interest. A Director who is interested in a transaction may attend
and participate at a Board meeting at which the transaction is discussed, but may not be counted in the quorum for that meeting or
vote in respect of the transaction, unless it is one in respect of which Directors are expressly required by the Companies Act 1993
to sign a certificate. The particulars of entries made in My Food Bag’s Interests Register during FY24 are included in the Other
Disclosures section of the Annual Report.
Principle 3 – Board Committees
“The board should use committees where this will enhance its effectiveness in key areas, while still retaining board responsibility.”
AUDIT AND RISK COMMITTEE
The Company has an Audit and Risk Committee which operates under its own written charter. The members of the Audit and Risk
Committee are currently the same as the Board, except that the Chair of the Audit and Risk Committee is Jen Bunbury who has a
background in financial services and was previously the Chief Financial Officer of another major listed company. Like the Board,
the Audit and Risk Committee is majority independent and comprises solely non-executive Directors of the Company.
The Committee may, in its discretion, invite the Company’s external auditors (currently Ernst & Young), CEO, CFO, Financial
Controller and others, as appropriate, to attend committee meetings. The Committee meets formally at least three times a year,
including in the lead up to the release of half-year and annual results.
NOMINATION AND REMUNERATION COMMITTEE
The Company has a combined Nomination and Remuneration Committee which operates under its own written charter. The members
of the Nomination and Remuneration Committee are currently the same as the Board, and the Chair of this Committee is Mark Powell
(having replaced Jon Macdonald part way through FY24). Like the Board, the Nomination and Remuneration Committee is majority
independent and comprises solely non-executive Directors of the Company.
The primary responsibilities of the Nomination and Remuneration Committee include to identify and make recommendations to the
Board in respect of Director nominations (including casual vacancies and composition of Committees), to review and recommend to
the Board appropriate remuneration of non-executive Directors, and to review and approve annually the remuneration strategy for
My Food Bag, including specific responsibilities in relation to the CEO and his direct reports.
Management is only invited to attend meetings of the Nomination and Remuneration Committee at the invitation of the Committee.
The Committee meets formally at least three times a year.
OTHER COMMITTEES
The Company has a Marketing Committee which operates under its own written charter. The Marketing Committee was first
established in FY23 to have greater oversight over, and input into, My Food Bag’s marketing strategy and execution. The Chair of the
Marketing Committee is Cecilia Robinson and the other two members are Mark Powell and Sarah Hindle. This Committee currently
meets on a quarterly basis.
The Board does not consider that it is necessary at this time to establish any other standing committees. However, from time to time
the Board may seek to establish ad hoc or special purpose committees to examine, or have the delegated authority to deal with,
specific issues.
TAKEOVER PROTOCOLS
The Board has established detailed takeover protocols to assist My Food Bag to prepare for, and to respond to, any unsolicited
approaches or proposals it may receive in relation to a takeover. These protocols would help to inform the Board of their roles and
responsibilities with respect to any approach or proposal, assist the Board and its advisers in developing and executing a response
strategy, and act as a basic guide on the process for any takeover offer. These protocols include the option of forming a committee to
investigate and consider the approach or proposal, with that committee to be comprised of Directors who are independent and not
interested in the relevant approach.
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
63
Principle 4 – Reporting and Disclosure
“The board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of corporate disclosures.”
CONTINUOUS DISCLOSURE
My Food Bag is committed to ensuring that all investors have equal, full and timely access to material information about the
Company that is accurate, balanced, meaningful and consistent.
The Company has established a written Continuous Disclosure Policy which sets out the internal principles and processes designed to
ensure that the Company complies with the continuous disclosure obligations under the Financial Markets Conduct Act 2013 and the
NZX Listing Rules. The Board has adopted this policy and it applies to all members of the Board as well as senior managers, officers,
employees and contractors of, and secondees to, My Food Bag. Directors formally consider at each Board meeting whether there is
material information which should be disclosed to the market to comply with the Company’s continuous disclosure obligations.
The Continuous Disclosure Policy is available to view on the My Food Bag investor website.
CHARTERS AND POLICIES
Information about My Food Bag’s corporate governance framework (including its Code of Ethics, Board and Committee Charters,
Securities Trading Policy and other key governance policies) is available to view on the My Food Bag investor website at
https://investors.myfoodbag.co.nz/investor-centre/.
REPORTING
Financial reporting
My Food Bag publishes its half-year and audited full-year financial statements that are prepared in accordance with the relevant
financial reporting standards. The audited full-year financial statements for FY24 are included in the Annual Report.
The Audit and Risk Committee oversees the quality and integrity of external financial reporting including the accuracy, completeness
and timeliness of financial statements. The Committee is committed to providing balanced, clear and objective financial reporting. It
reviews half-year and annual financial statements and makes recommendations to the Board concerning accounting policies, areas
of judgement, compliance with accounting standards, stock exchange and legal requirements, and the results of the external audit.
Non-financial reporting
Non-financial information is included throughout the Annual Report, including in relation to My Food Bag’s general environmental,
governance and social sustainability factors and practices. For more information, refer to the Environmental, Social and Governance
section of the Annual Report.
Although My Food Bag is not required to comply with the new climate-rated disclosure regime, it recognises the opportunity to further
formalise its sustainability framework and to set a clear set of operational or non-financial targets which are aligned with My Food
Bag’s strategy, values and reputation, albeit which are appropriate and reasonable for the current size of the organisation. My Food
Bag recently completed the calculation of its carbon foot print for FY23, with a reduction in emissions on both an absolute basis and
on a per-revenue basis. A further update on any initiatives advanced in this area or targets adopted (and how they are measured)
will be provided in next year’s annual report.
Principle 5 – Remuneration
“The remuneration of directors and executives should be transparent, fair and reasonable.”
DIRECTORS’ REMUNERATION
Shareholders fix the total remuneration available for Directors. The current director fee pool limit is $600,000 per annum, which
was approved by the shareholders on 14 January 2021 and is to be divided among the non-executive Directors as they determine.
Directors are entitled to be reimbursed for all reasonable travel, accommodation and other expenses incurred by them in connection
with their attendance at Board or shareholder meetings, or otherwise in connection with the Company’s business. No additional fees
are paid to any Director for their role on any Board Committee.
The Directors do not receive any performance- or equity-based remuneration. This reflects the differences in the role of the Directors,
which is to provide oversight and strategic direction, and the role of management, which is to operate the business and execute My
Food Bag’s strategy.
OTHER INFORMATION
Corporate Governance Statement (continued)
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
64
Under NZX Listing Rule 2.11.3, if the total number of Directors subsequently increases, the Directors are permitted (without seeking
shareholder approval) to increase the total remuneration by the amount necessary to enable the Company to pay the additional
Director or Directors remuneration not exceeding the average amount then being paid to the existing Directors (other than the Chair).
The actual remuneration of Directors of the Company in respect of FY24 is included in the Other Disclosures section of the
Annual Report.
REMUNERATION POLICY
The Nomination and Remuneration Committee is responsible for reviewing and recommending to the Board appropriate
remuneration for the non-executive Directors. Where appropriate, the Board will consider advice of independent remuneration
consultants when setting remuneration levels and other relevant factors when recommending Directors’ fees to shareholders. The
Board adopted a separate remuneration policy for the remuneration of directors on 29 April 2024. The Board will not be seeking
any increase in the current fee pool limit of $600,000 at the upcoming annual meeting.
My Food Bag has a separate remuneration policy that provides a framework for setting and reviewing remuneration arrangements
for the officers of My Food Bag. This policy is administered by the Nomination and Remuneration Committee. The Committee may
seek external advice on remuneration matters as it deems appropriate and will make recommendations to the Board in regard to the
CEO’s contractual arrangements, including remuneration. The Committee may also endorse the CEO’s recommendations on the total
remuneration packages for his direct reports and the company generally.
When setting remuneration, My Food Bag has regard to market remuneration, taking into account the complexity of the business itself,
and also carefully considers the scale and complexity of the role and its performance requirements and expectations.
In respect of FY24, the remuneration of the CEO and other members of the Senior Leadership Team included a mix of fixed and
variable components, summarised as follows:
• Fixed remuneration – this included the relevant employee’s base salary and any direct cash or non-cash benefits
(e.g. KiwiSaver contributions and other fringe benefits such as discounted My Food Bag meal kits and car parks).
• Short term variable remuneration – members of the Senior Leadership Team were eligible to participate in a short-term
incentive plan (STI), a recurring plan which rewards achievement against prescribed performance measures. Eligibility was
determined by the Board and the CEO. Each participating employee’s STI was valued at 20% of their base salary (or 15% for
invitees that are not part of the Senior Leadership Team), with a payout range of up to 150% in circumstances of outperformance
against the agreed targets. In FY24, the STI was based 60% on company performance (an EBITDA target) and 40% on
individual performance (based on individual measures generally agreed between the CEO and the individual eligible
employees). The value and split for the CEO’s STI was slightly different and is set out in the Other Disclosures section of the
Annual Report. The company performance target was not met in respect of FY24, but the individual performance component
was capable of being paid out to eligible employees depending on the outcome of their annual performance review. The STI is
generally intended to operate in the same manner in respect of FY25.
• Long term variable remuneration – members of the Senior Leadership Team (and certain other senior employees of the
business based on job grading) were invited to participate in the My Food Bag’s long term incentive plan (LTI) which continued
to operate in FY24. This LTI operates as a performance share rights plan and aims to: (1) assist in the reward and retention
of eligible employees; (2) drive longer-term business performance; and (3) align the interests of eligible employees with the
interests of shareholders. The conditions attaching to the grants made under the LTI during FY24 comprised retention over the
vesting period of two years and (as to 50% of the performance rights issued to each eligible employee) the achievement of
a performance hurdle measured by reference to My Food Bag’s relative total shareholder returns over that vesting period.
The value of these grants was generally between 20% and 30% of base salary, depending on the job grading of the eligible
employee. The grant made to the CEO was slightly different insofar as it was entirely performance based.
The LTI is intended to operate during FY25, albeit with a smaller pool of participants limited to certain senior management
employees and with the rights granted to be entirely performance-based and measured by reference to an absolute total
shareholder return over a three year vesting period (subject to a partial acceleration after two years, depending on the
shareholder return). More information in relation to these grants will be provided at the time new performance rights are issued.
A breakdown of employees of My Food Bag, not being Directors of the Company, who received remuneration and other benefits in
their capacity as employees that exceeded $100,000 during FY24 is included in the Other Disclosures section of this Annual Report.
The remuneration arrangements in relation to the CEO are also included in that section of the Annual Report for the purposes of
Recommendation 5.3 of the NZX Code.
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
65
Principle 6 – Risk Management
“Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The board should
regularly verify that the issuer has appropriate processes that identify and manage potential and material risks.”
RISK MANAGEMENT FRAMEWORK
My Food Bag is committed to the process of identifying and mitigating material risks and has systems, policies and procedures in
place to manage risks and to protect My Food Bag and its employees, customers, shareholders and other stakeholders. While no risk
management system can ever be infallible, the overriding objective at My Food Bag is to make sure that at all times material risks are
appropriately identified and managed within acceptable levels.
The Board is ultimately responsible for endorsing My Food Bag’s risk management framework and policies, monitoring compliance,
reviewing risk registers, considering advice and recommendations made by the Audit and Risk Committee and, where appropriate,
responding to serious risk incidents.
The CEO and other members of the Senior Leadership Team are required to review, approve and take ownership of the day-to-day
management and operation of My Food Bag’s risk management framework and associated policies and procedures. This includes
identifying new risks within each senior employee’s area of responsibility, allocating “risk owners” to each risk, maintaining a risk
register, undertaking periodic risk assessments and preparing appropriate risk mitigation plans or controls. This risk management
framework is embedded into My Food Bag’s processes, including the annual planning and budgeting processes, project
management, procurement and reporting.
As a general rule, different risks will have different risk treatments depending on the severity and nature of the risk – these risk
treatments include avoidance, mitigation, acceptance and transfer (e.g. through insurance or contract).
The Board is provided with updates from the Senior Leadership Team at least every quarter, including an update on any new risks
identified, the status of any risk incidents that have occurred (or are heightened or emerging) and the adequacy of any action plans
and controls. More generally, risk owners report any risk incidents that have occurred (or are heightened) (including new risks that
have emerged) to the Senior Leadership Team as soon as practicable so that they can consider how best to manage or control
that risk. If the matter escalated is material, it will be promptly reported to the Board. At the same time, the CFO and the Board will
consider whether any disclosure is required to the market under the Company’s continuous disclosure obligations. From time to time
the business will simulate an event that causes disruption to its operations and use that as an opportunity to test and refine its controls.
PRINCIPAL BUSINESS RISKS AND KEY STRATEGIES TO MITIGATE
My Food Bag is currently focused on the following principal business risks across its business (not including health and safety
risks which My Food Bag separately focuses on). These risks are dynamic and in the future the importance or extent of each risk
may change, or new risks and uncertainties may materialise, owing to changes in economic or environmental conditions, the
regulatory environment and other factors (e.g. more frequent extreme weather events). For the purposes of this Annual Report
and Recommendation 6.1 of the NZX Code, a high-level description of these principal business risks is provided below1.
Area
Description of risk
Key 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.
1. Certain financial risks are separately disclosed in the audited FY24 financial statements included in this Annual Report.
OTHER INFORMATION
Corporate Governance Statement (continued)
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
66
Area
Description of risk
Key strategies to mitigate
Competition
Customers may switch to existing competitors,
including in response to discounting or other
promotions, or a new competitor may enter the
market and seek to gain market share.
My Food Bag already operates in this competitive
industry as a long-standing meal-kit provider.
We have high levels of brand advocacy, a diverse
product range, and experience in adapting our
strategy in response to the actions of competitors
and changes in consumer spending.
Inflation
Inflation could impact the cost of ingredients
and put pressure on My Food Bag's margins.
Higher costs of living could put financial
pressure on customers, and they may be less
able to absorb price increases or may trade
down to cheaper substitutes (within My Food
Bag's brands or otherwise).
As noted above, we retain some ability to preserve
margins by substituting ingredients, changing
upcoming menus or seeking to pass on sustained
price increases to customers.
Food safety
Customers could become unwell as a result
of eating our products (e.g. where products
contain foreign objects or harmful bacteria).
We may have to withdraw products. Our
reputation could be impacted and we may
face other regulatory consequences.
We have strict and thorough procedures in place
for food handling and safety. These include inward
checks of ingredients, monitoring cold chain settings,
removal of damaged products, maintenance of
incident registers and quality control standards,
and checks of products prepared by third parties.
We continually monitor customer feedback
and have strict supplier standards, including
an “Approved Supplier Programme”. Regular
food safety audits are undertaken to ensure our
procedures meet recommended standards. We
also have procedures to ensure adherence to
labelling standards.
IT and data security
Access to our IT systems could be impacted
(e.g. by a cyber-attack) and we may be unable
to communicate with our customers or suppliers
effectively. This could impact our ability to
accept orders or fulfil our commitments.
We have systems and processes in place to lessen
the likelihood that our business would be subject
to or affected by a cyber-attack. This includes
compliance with high standards of data protection
and frequent identification and reporting on any
weaknesses or issues in our existing system.
We have a detailed cyber security road map in
place that is focussed on improving controls and
mitigations in a number of areas of cyber security,
including the key risks: DDoS; Ransomware and
Data breach.
We have also implemented alternative
communication channels for our customers, have
good relationships with our suppliers, have backup
systems in place to ensure data and business
continuity is maintained and do not hold any
customer credit card details.
Product assembly
Product assembly could be disrupted by
an event (e.g. fire, power outage or lack of
availability of temporary labour). This could
result in us being late or unable to deliver to
customers, which could lead to refunds, credits
or cancelled subscriptions.
We operate separate assembly centres in the
North and South Island, with robust systems and
procedures in place to prevent serious disruption.
Assembly centres have heat and smoke detection
systems to identify fires before they spread.
Windsock and ammonia alarms are included
at assembly centres that utilise ammonia as
a refrigerant.
We also maintain relationships with a range of
temporary labour suppliers to mitigate risks of
temporary labour shortages or cost pressure.
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
67
Area
Description of risk
Key strategies to mitigate
Distribution
Our distribution network could be interrupted
(e.g. by weather or road closures). This could
result in us being late or unable to deliver to
customers, which could lead to refunds, credits
or cancelled subscriptions. Products could also
be stolen or damaged.
We use a reliable third-party distributor, New
Zealand Post, with an extensive NZ distribution
network. We also have alternative transport
providers available to us at short notice for all main
centres. Appropriate driver training and insurance
is arranged.
Our ‘Customer Love’ team has a response plan in
place to communicate with customers impacted
by disruption to the distribution network. Following
the North Island weather events early in 2023,
a business continuity plan for flood events
was developed.
We prepare ‘buffer bags’ each week to cover
damaged or lost orders, and we have alternative
sales channels in place that we can utilise.
Ingredients
An ingredient could become unavailable (e.g.
due to inclement weather) or more expensive,
impacting our ability to satisfy customer needs.
We retain an ability to substitute ingredients, change
up and coming menus, delay production, or seek
to to pass on sustained price increases to customers.
We communicate any changes clearly and
appropriately with our customers.
Brand and marketing
A brand ambassador or promoter could be
brought under public scrutiny and bring into
question the integrity of our brand and cause
a loss of goodwill and customer trust.
We have a long association with our brand
ambassadors and go through a careful process
when selecting new brand ambassadors.
We also monitor content and follow up rapidly if
any inappropriate or offensive content is identified.
HEALTH AND SAFETY
My Food Bag is very conscious of the importance of health and safety. The business adopts a systematic approach to the
management of health and safety risks and has comprehensive health and safety documentation in place. Detailed health and
safety policies, standards and procedures are implemented alongside hazard and risk management processes, including an incident
notification and management system. The business encourages active involvement by Directors, management, employees and
contractors to participate in improving health and safety within the organisation.
The specific initiatives and programmes established by My Food Bag during FY24 in relation to health and safety are discussed in the
spotlight on health, safety and wellbeing section of the Annual Report.
OTHER INFORMATION
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
Corporate Governance Statement (continued)
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
68
Principle 7 – Auditors
“The board should ensure the quality and independence of the external audit process.”
AUDIT
My Food Bag is committed to maintaining auditor independence, consistent with best-practice governance and regulatory
requirements. The Company has adopted an Auditor Independence Policy that is administered by the Audit and Risk Committee.
The objective of this policy is to ensure that My Food Bag’s auditors carry out their functions independently and without impediment,
safeguarding the reliability and credibility of My Food Bag’s external financial reporting. The policy addresses Recommendation
7.1 of the NZX Code and includes the criteria for approval of an external audit firm, the monitoring of audit impendence, the
audit rotation requirements, the circumstances where it may be appropriate for an auditor to provide non-audit services and the
responsibilities of My Food Bag (including in relation to the monitoring of audit performance, value and fees). Ernst & Young is My
Food Bag’s external audit firm, having been first appointed to this role in 2017. The current lead audit partner from Ernst & Young
was first appointed during FY24.
Ernst & Young, as auditor of the FY24 financial statements, will be invited to attend this year’s annual shareholders’ meeting and will
be available to answer questions about the conduct of the audit, preparation and content of the auditor’s report, accounting policies
adopted by the Company and the independence of the auditor in relation to the conduct of the audit.
While the Company does not have a dedicated internal audit function, it has, in addition to the Company’s external audit process,
an internal framework through which it seeks to review, evaluate and continually improve risk management and internal control
processes. Where appropriate, more specific audits are carried out by My Food Bag using external providers or regulators.
Principle 8 – Shareholder rights and relations
“The board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage them to
engage with the issuer.”
SHAREHOLDER INFORMATION
My Food Bag’s maintains an investor website that contains a comprehensive set of investor-related materials and data, including
market disclosures and media releases, annual reports, share-price and dividend information, shareholder meeting materials and
all My Food Bag’s important governance charters and policies.
SHAREHOLDER COMMUNICATION
Shareholders have the option of receiving their communications electronically, including by email, and are actively encouraged to take
up this option. My Food Bag is committed to open dialogue with shareholders and welcomes investor enquiries. Following each results
announcement, My Food Bag holds an investor call to present the results and to allow investors to ask questions.
RIGHT TO VOTE ON MAJOR DECISIONS
In accordance with the Companies Act 1993, the Company’s constitution and NZX Listing Rules, the Company refers any significant
matters to shareholders for approval at the annual shareholders’ meeting, and shareholders are given the opportunity to vote
by proxy ahead of the meeting or by polling if attending the meeting in person or virtually. If a significant transaction or decision
requiring shareholder approval were to arise outside the period of the annual shareholders’ meeting, a special meeting of the
shareholders would be called by the Board to allow shareholders to consider and vote on that matter.
NOTICE OF ANNUAL SHAREHOLDER MEETINGS
The annual meeting of shareholders is held at a convenient time and location and this year is anticipated to be run as a hybrid
meeting (being a combination of the physical meeting as well as a virtual online meeting). The annual shareholders’ meeting is
expected to be held on 16 August 2024. The Notice of Meeting will be circulated at least 20 working days before the meeting
and will also be posted on the My Food Bag investor website.
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
69
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
Other Disclosures
STOCK EXCHANGE LISTINGS
The Company’s ordinary shares are listed and quoted on the NZX Main Board under the company code ‘MFB’. On 23 June 2023,
the Company’s application to be delisted from the ASX was accepted. The Company’s shares are no longer quoted on the ASX and
are no longer able to be traded on the ASX.
PRINCIPAL ACTIVITIES
My Food Bag’s principal activity remains the commercial operation of a meal kit business. There has been no material change in the
nature of My Food Bag’s business, or the classes of business in which the Company has an interest, during FY24.
MY FOOD BAG DIRECTORS
The Directors of the Company holding office as at 31 March 2024 are noted below.
Name
Date of appointment
Independence
Tony Carter (Chair)
14 January 2021
Independent
Sarah Hindle
14 January 2021
Independent
Jen Bunbury
14 January 2021
Independent
Cecilia Robinson
19 August 2022
Non-Independent
Mark Powell
1 November 2022
Independent
Jon Macdonald ceased to be a Director of the Company on 31 December 2023.
The current Directors of the Company’s only subsidiary, My Food Bag Limited, are Mark Winter (CEO) and Louise Newsome
(CFO). Ms Newsome was appointed on 3 April 2024 (after the Company’s balance date) in connection with her appointment to
the permanent CFO role. Leanne Dekker, the previous CFO, ceased to be a director of My Food Bag Limited on 19 January 2024
(to coincide with her departure from the business).
OTHER INFORMATION
Other Disclosures (continued)
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
70
DISCLOSURE OF DIRECTORS’ INTERESTS
The Company maintains an Interests Register in which particulars of relevant transactions and matters involving the Directors are
entered. Details of the interests entered during FY24 are recorded below.
General disclosures
The following are particulars of general disclosures of interest made by Directors of the Company (or its subsidiary) holding office
as at 31 March 2024, pursuant to section 140(2) of the Companies Act 1993. Each Director will be regarded as interested in all
transactions between My Food Bag and their disclosed companies, trusts or persons (or their subsidiaries, which are not specifically
listed in the table below):
Director
General disclosure
Tony Carter
T R Group Limited (director)
Datacom Group Limited (director)
Capital Solutions Limited (adviser)
Capital Training Limited (adviser)
Fonterra Independent Selection Panel (member)
Loughborough Investments Limited (director)
Maurice Carter Charitable Trust (trustee)
Skin Institute Holding Company Limited (director)
The Interiors Group Holdco Limited (director)
Royal Auckland and Grange Golf Club (captain)
Ravensdown Limited (director)
The Warehouse Group Limited (director) (effective 1 May 2024)
Jen Bunbury
Fenway Capital Limited (director)
Oyster Property Group Limited (director) (ceased 12 April 2024)
Oyster Industrial Limited (director) (ceased 12 April 2024)
Cecilia Robinson
Tend Health Holdings Limited (director)
TLC Property Holdings Limited (director)
The Robinson Duo Limited (director)
Robinson Nominees Limited (director)
Pie Funds Management Limited (director)
Mark Powell
Bapcor Limited (director)
JB Hi-Fi Group Limited (director)
Tahi Electrical Limited (director)
STIHL Pty Ltd (Australia) (director)
For completeness, during FY24 Mr Carter ceased to be a director of Vector Limited (effective 28 September 2023).
Mr Powell ceased to be a director of Kiwi Property Group Limited (effective 19 May 2023) and 7-Eleven Australia Pty Ltd
(effective 31 March 2024).
There were no specific disclosures made by Directors of the Company or its subsidiary during FY24 of any interests in transactions
entered into by the Company or its subsidiary.
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
71
Use of Company information
There were no notices from Directors of the Company or its subsidiary requesting to disclose, use or act on My Food Bag’s
information received in their capacity as Directors.
Indemnity and insurance
The Company has granted indemnities in favour of each of its Directors (and the Directors of its subsidiary) as permitted by the
Companies Act 1993 and the Financial Markets Conduct Act 2013. The Company also maintains Directors’ and Officers’ liability
insurance for all Directors and officers of the Company and its related companies. This insurance is renewed annually and was most
recently renewed on 15 April 2024.
Directors holding of securities
Directors are encouraged (but not required) to hold shares in the Company in order to more strongly align their interests with the
interests of shareholders. Details of the ordinary shares of the Company in which each Director has a relevant interest (as defined in
the Financial Markets Conduct Act 2013) as at 31 March 2024 are set out below:
Director
Nature of relevant interest
Shares
Tony Carter
20% or more interest in Loughborough Investments Limited, resulting in
Tony being deemed to have the same relevant interest in the shares as
Loughborough Investments Limited. 200,000 of these ordinary shares are
held by FNZ Custodians Limited as custodian for Loughborough Investments
Limited.
254,054
Sarah Hindle
Registered holder and beneficial owner
10,811
Jen Bunbury
Registered holder as trustee of the Jennifer L Bunbury Trust
26,216
Cecilia Robinson
Registered holder as trustee of the APL Holdings Trust
19,015,933
Mark Powell
Registered holder and beneficial owner
275,940
OTHER INFORMATION
Other Disclosures (continued)
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
72
Securities dealings of Directors
For the purposes of section 148(2) of the Companies Act 1993, Directors disclosed the following acquisitions or disposals of relevant
interests (of the nature described in the previous table) in the Company’s ordinary shares during FY24. No shares were acquired or
disposed of by a Director during any “blackout” period of trading prescribed by the Company’s Securities Trading Policy.
Director
Date
Nature of transaction
Consideration (NZ$)
Shares
Mark Powell
12 Dec 2023
Acquisition
$20,000
170,940
Tony Carter
12 Dec 2023
Acquisition
$11,700
100,000
Cecilia Robinson
15 Dec 2023
Acquisition
$875,000
7,000,000
Cecilia Robinson
20 Dec 2023
Acquisition
$687,851
4,585,675
REMUNERATION
Employee remuneration
All employees of My Food Bag are employed by My Food Bag Limited. The number of employees and former employees of My
Food Bag Limited, not being directors of the Company, who, in their capacity as employees, received remuneration and other
benefits the value of which was or exceeded $100,000 during FY24 is set out in the table of remuneration bands below.
Remuneration (NZ$)
Number of employees
100,000 to 109,999
9
110,000 to 119,999
7
120,000 - 129,999
6
130,000 - 139999
3
140,000 - 149,999
3
150,000 - 159,999
4
160,000 - 169,999
1
170,000 - 179,999
3
180,000 -189,999
2
190,000 -199,999
1
220,000 - 229,999
2
230,000 - 239,999
1
250,000 - 259,999
1
360,000 - 369,999
1
370,000 - 379,999
1
630,000 - 639,999
1
The remuneration figures include all monetary amounts actually paid to employees and former employees during FY24, including:
base salaries; short-term incentives (if any) paid in FY24 (relating to FY23); vested share rights; and if the employee is a KiwiSaver
member, contributions of 3% of gross earnings towards that employee’s KiwiSaver scheme. The figures do not include amounts paid
after 31 March 2024 relating to FY24; share rights that have been granted but not yet vested (including those rights granted under
My Food Bag’s incentive schemes); and fringe benefits provided to employees such as product concessions or car parking.
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
73
Directors’ remuneration and other benefits
The total remuneration and value of other benefits received by each Director in respect of FY24 is set out below. All of this
remuneration reflects the fees paid to each individual in the ordinary course for services provided in their capacity as a director
of the Company.
Director
Total remuneration and value of other
benefits received in respect of FY24¹
Tony Carter (Chair)
$140,000
Jon Macdonald
$63,750
Sarah Hindle
$85,000
Jen Bunbury
$85,000
Cecilia Robinson
$85,000
Mark Powell
$85,000
Shareholders fix the total remuneration available for Directors. The current Director fee pool limit is $600,000 per annum, which was
approved by the shareholders on 14 January 2021 and is to be divided among the non-executive Directors as they determine. The
current Directors do not receive any performance or equity-based remuneration. No additional fees are paid to any Director for their
role on any Board Committee.
Directors are entitled to be reimbursed for all reasonable travel, accommodation and other expenses incurred by them in connection
with their attendance at meetings, or otherwise in connection with the Company’s business.
No employee of My Food Bag that is appointed as an executive director of the Company’s subsidiary, My Food Bag Limited,
receives or retains any remuneration or other similar benefits for acting in their capacity as a Director, except for the benefit of
indemnification and insurance referenced above.
CEO REMUNERATION
Mark Winter is the Chief Executive Officer (CEO) of My Food Bag. The remuneration and other benefits paid to Mr Winter during
FY24 is set out in the table below.
Remuneration – Mark Winter
FY24 (NZ$)
FY23 (NZ$)
Base salary2
$520,000
$248,538
Other benefits3
$119,200
$7,456
Mr Winter did not receive payment of any short term incentive during FY24 in respect of FY23. However, as noted below, Mr Winter
was entitled to receive the individual component of the STI in respect of FY24.
1. Directors’ fees are gross amounts in NZD and exclude GST (where applicable) and are rounded to the nearest dollar. The remuneration for Jon Macdonald reflects the fact that he was
only a Director of the Company for part of FY24.
2. Base salary is not at risk. For comparison, Mr Winter’s annualised base salary as CEO for FY23 was $520,000.
3. Includes a contribution of 3% of gross earnings towards Mr Winter’s KiwiSaver scheme and a one-off bonus of $100,000 paid in connection with Mr Winter’s appointment as CEO
following the departure of the previous CEO.
OTHER INFORMATION
Other Disclosures (continued)
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
74
CEO PAY FOR PERFORMANCE (FY24)
Mr Winter was eligible to participate in the Company’s Short Term Incentive plan (STI) in FY24. This is a recurring STI plan, which
rewards achievement against prescribed performance measures. Details of the STI that operated in respect of FY24 for the CEO is
described in the table below.
Description
Performance Measures
% of STI Achieved
STI
Set at 40% of base salary, with a payout
range of up to 150% for overachievement
against agreed performance targets.
20% based on individual performance
(measured against agreed KPIs set with
the Board) and 80% based on company
performance (an EBITDA target).
20% (paid out at 120%
given the achievement
against the individual
component)
Mr Winter also participated in the Company’s Long Term Incentive scheme (LTI) in 2024. No performance rights previously granted
to Mr Winter vested (or were capable of vesting) in FY24. The grants that have been made to Mr Winter under the LTI (in his
capacity as CEO and, prior to that, CFO) are described in the table below, including the grant made in FY24. Each performance
right entitles Mr Winter to receive one share in My Food Bag on vesting, with the first performance rights scheduled to vest in 2024.
Grant
Role
Performance Rights
Performance Measures
Vesting Date
July 20231
CEO
1,344,051
100% performance-based, linked to the
Company's relative TSR performance against
the NZX50.
2025
Dec 2022
CEO
56,369
100% performance-based, linked to the
Company's relative TSR performance against
the NZX50.
2024
June 2022
CFO
108,229
50% solely retention and 50% performance-
based, linked to the Company's relative TSR
performance against the NZX50.
2024
The extent to which those performance rights which are capable of vesting in 2024 will be determined by the Company shortly after
the release of this annual report. The retention-only component of those performance rights granted to Mr Winter in his previous role
as CFO are expected to vest. A further grant will be made to Mr Winter in 2024, with details of that grant to be disclosed to the
market at the time.
1. In 2023, a small portion of the LTI for all participants, including Mr Winter, was agreed to be paid in cash so as to maintain the desired value of each grant but remain within the restriction
on shares issues to employees in the NZX Listing Rules. This resulted in Mr Winter also being eligible to receive a cash incentive of $21,565.35 in the event that he remains with the business
at the time that his performance rights vest in 2025..
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
75
SHAREHOLDER INFORMATION
The shareholder information in this section of the disclosures has been taken from the Company’s registers.
Twenty largest shareholders (as at 22 April 2024)
Shareholder1
Number of ordinary shares
% of ordinary shares
Long Term Food Group LP
38,165,965
15.74%
FNZ Custodians Limited
20,055,986
8.27%
James C Robinson, Cecilia C L Robinson and
Heimsath Alexander Trustee Limited
19,015,933
7.84%
New Zealand Depository Nominee
14,252,581
5.88%
Accident Compensation Corporation
12,053,853
4.97%
Custodial Services Limited
10,504,605
4.33%
New Zealand Permanent Trustees Limited
8,048,994
3.32%
Forsyth Barr Custodians Limited
7,721,379
3.18%
Theresa Elizabeth Gattung and Philippa Mary Greenwood
6,825,158
2.82%
Masfen Securities Limited
5,000,000
2.06%
Peter Duncan Garvan
4,400,000
1.81%
Carlos Edward James Bagrie, Covisory Trust Limited &
JKA Holdings Limited
3,775,639
1.56%
Lennon Holdings Limited
3,000,000
1.24%
Daniel Charles Skinner
2,833,884
1.17%
FNZ Custodians Limited
2,068,120
0.85%
Tea Custodians Limited
1,974,616
0.81%
Craggy Range Vineyards Limited
1,881,090
0.78%
Neville Charles Goldie, Colin John McEwan and Kevin John Roberts
1,669,570
0.69%
JBWere (NZ) Nominees Limited
1,604,557
0.66%
Kevin Lester Bowler
1,109,350
0.46%
Total
165,961,280
68.46%
Distribution of shareholders and shareholdings
As at 22 April 2024, the total number of voting securities of the Company was 242,437,524 fully paid ordinary shares, each
conferring on the registered holder the right to one vote on a poll at a meeting of shareholders. The distribution of these shareholders
and their shareholding at that date is shown below.
Size of holding
Number of holders
% of holders
Number of
ordinary shares
% of ordinary shares
1 – 1,000
2,755
44%
1,445,405
0.60%
1,001 – 5,000
1,982
32%
5,155,833
2.13%
5,001 – 10,000
580
9%
4,485,028
1.85%
10,001 – 100,000
747
12%
25,389,735
10.47%
100,001 and over
161
3%
205,961,523
84.95%
Total
6,225
100.00
242,437,524
100.00
1. New Zealand Central Securities Depository Limited (NZCSD) provides a custodial depository service which allows electronic trading of securities to its members. For the purpose of this
table, shares in the Company held by NZCSD have been allocated to the applicable members. For reference, as at 22 April 2024, the total holding through NZCSD was 23,982,666
ordinary shares or 9.89% of shares on issue.
OTHER INFORMATION
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
Other Disclosures (continued)
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
76
Substantial product holders
According to notices given to the Company under the Financial Markets Conduct Act 2013, the following persons were substantial
product holders of the Company as at 31 March 2024. There were 242,437,524 ordinary shares in the Company at that date.
Substantial product holder
Number of ordinary shares in
which relevant interest is held
% of shares held at
date of notice
Date of notice
Long Term Food Group LP and
Waterman Capital (Fund 3) LP
38,165,965
15.743%
31 March 2023
James Robinson, Cecilia Robinson and
Heimsath Alexander Trustee Limited as
trustees of the APL Holdings Trust
19,015,933
7.844%
21 Dec 2023
EXERCISE OF NZX DISCIPLINARY POWERS
NZX did not take any disciplinary action against the Company during FY24. In particular, there was no exercise of powers by NZX
under NZX Listing Rule 9.9.3 (relating to powers to cancel, suspend or censure an issuer) with respect to the Company.
NZX WAIVERS
No waivers were granted by NZX or relied on by the Company during FY24.
AUDITOR’S FEES
My Food Bag’s external auditor is Ernst & Young (EY). Total fees payable by My Food Bag to EY in its capacity as auditor in respect
of FY24 are $148,000. No other professional services were provided by EY during FY24.
CREDIT RATING
My Food Bag does not have a credit rating.
DONATIONS
My Food Bag partners closely with the Garden to Table charity, and donated $11,452 to this charity in FY24 and collected (and
passed through) donations of $38,031 from customers. In FY24, My Food Bag also made a number of small donations totalling
$12,770 to City Mission, Movember, Rainbow Youth, SPCA, the Breast Cancer Foundation and the Heart Foundation. In addition,
and as discussed in further detail elsewhere in this Annual Report, My Food Bag regularly donates food to a number of worthwhile
New Zealand charities.
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
77
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2024
Directory
BOARD OF DIRECTORS
Tony Carter (Chair)
Jen Bunbury
Sarah Hindle
Mark Powell
Cecilia Robinson
SENIOR LEADERSHIP TEAM
Mark Winter
Chief Executive Officer
Louise Newsome
Chief Financial Officer
Paul Kelly
Chief Operations Officer
Craig Jordan
Chief Digital & Growth Officer
Cassie Ormand
Head of People & Culture
Polly Brodie
Head of Development Kitchen
Trish Whitwell
Chief Marketing Officer
REGISTERED OFFICE
Level 3, 56 Parnell Road
Parnell
Auckland 1052
New Zealand
Ph: 0800 469 366
Website: www.myfoodbag.co.nz
For enquiries about My Food Bag’s operating
and financial performance, contact investor relations:
Ph: +64 9 8869840
Email: ir@myfoodbag.co.nz
AUDITOR
Ernst & Young, Auckland
SOLICITORS
Russell McVeagh
BANKERS
ASB Bank
SHARE REGISTRY
My Food Bag’s share register is maintained by Link Market
Services Limited. Link is your first point of contact for any
queries regarding your investment in My Food Bag.
You can view your investment, indicate your preference for
electronic communications, access and update your details
and view information relating to dividends and transaction
history at any time by visiting the Link Investor Centre at
investorcentre.linkmarketservices.co.nz.
NEW ZEALAND REGISTRY
Link Market Services Limited
Level 30 PwC Tower
15 Customs Street West
Auckland 1010
New Zealand
Ph: +64 9 375 5998
Email: myfoodbag@linkmarketservices.co.nz
www.linkmarketservices.co.nz
My Food Bag Group Limited
NZBN 6113607
Key Dates
Half year results – November 2024
FY24 balance date – 31 March 2024
Annual shareholders’ meeting – 16 August 2024
Half year end – 30 September 2024
OTHER INFORMATION
myfoodbag.co.nz