213800VAYO5KCAXZHK832022-05-012023-04-30iso4217:GBP213800VAYO5KCAXZHK832021-05-012022-04-30iso4217:GBPxbrli:shares213800VAYO5KCAXZHK832023-04-30213800VAYO5KCAXZHK832022-04-30213800VAYO5KCAXZHK832021-04-30ifrs-full:IssuedCapitalMember213800VAYO5KCAXZHK832021-04-30ifrs-full:SharePremiumMember213800VAYO5KCAXZHK832021-04-30ifrs-full:MergerReserveMember213800VAYO5KCAXZHK832021-04-30ifrs-full:RetainedEarningsMember213800VAYO5KCAXZHK832021-04-30ifrs-full:OtherReservesMember213800VAYO5KCAXZHK832021-04-30213800VAYO5KCAXZHK832021-05-012022-04-30ifrs-full:IssuedCapitalMember213800VAYO5KCAXZHK832021-05-012022-04-30ifrs-full:SharePremiumMember213800VAYO5KCAXZHK832021-05-012022-04-30ifrs-full:MergerReserveMember213800VAYO5KCAXZHK832021-05-012022-04-30ifrs-full:RetainedEarningsMember213800VAYO5KCAXZHK832021-05-012022-04-30ifrs-full:OtherReservesMember213800VAYO5KCAXZHK832022-04-30ifrs-full:IssuedCapitalMember213800VAYO5KCAXZHK832022-04-30ifrs-full:SharePremiumMember213800VAYO5KCAXZHK832022-04-30ifrs-full:MergerReserveMember213800VAYO5KCAXZHK832022-04-30ifrs-full:RetainedEarningsMember213800VAYO5KCAXZHK832022-04-30ifrs-full:OtherReservesMember213800VAYO5KCAXZHK832022-05-012023-04-30ifrs-full:IssuedCapitalMember213800VAYO5KCAXZHK832022-05-012023-04-30ifrs-full:SharePremiumMember213800VAYO5KCAXZHK832022-05-012023-04-30ifrs-full:MergerReserveMember213800VAYO5KCAXZHK832022-05-012023-04-30ifrs-full:RetainedEarningsMember213800VAYO5KCAXZHK832022-05-012023-04-30ifrs-full:OtherReservesMember213800VAYO5KCAXZHK832023-04-30ifrs-full:IssuedCapitalMember213800VAYO5KCAXZHK832023-04-30ifrs-full:SharePremiumMember213800VAYO5KCAXZHK832023-04-30ifrs-full:MergerReserveMember213800VAYO5KCAXZHK832023-04-30ifrs-full:RetainedEarningsMember213800VAYO5KCAXZHK832023-04-30ifrs-full:OtherReservesMember
Moonpig Group plc Annual Report and Accounts 2023
The technology and
data platform for
cards and gifting
Annual Report and Accounts 2023
Strategic report
01 Financial and operational highlights
02 At a glance
04 Chair’s statement
06 Chief Executive Officer’s review
10 Our journey
12 Business model
16 Market overview
18 Our strategy
22 Key drivers of growth
24 Section 172 statement and
stakeholder engagement
28 Environmental, social and governance
54 Key performance indicators
56 Chief Financial Officer’s review
66 Risk management
72 Viability statement
74 Non-financial information statement
Corporate governance
76 Board of Directors
80 Chair’s corporate governance introduction
81 Governance framework
82 Corporate governance statement
92 Audit Committee report
100 Nomination Committee report
104 Directors’ Remuneration report
125 Directors’ report
128 Statement of Directors’ responsibilities
Financial statements
130 Independent auditors’ report
141 Consolidated Income Statement
141 Consolidated Statement of
Comprehensive Income
142 Consolidated Balance Sheet
143 Consolidated Statement of
Changes in Equity
144 Consolidated Cash Flow Statement
145 Notes to the Consolidated Financial Statements
181 Company Balance Sheet
182 Company Statement of
Changes in Equity
183 Notes to the Company
Financial Statements
188 Alternative performance measures
190 Glossary
192 Shareholder information
Welcome to
Moonpig Group.
We are the online market
leader for cards and gifting.
www.moonpig.group
To find out
more visit
us at:
84m
customer occasion reminders.
At heart we are a technology
platform, but our customers
know us as the leading online
destination for greeting
cards, gifts and flowers.
Financial highlights. Operational highlights.
Greetz migration onto the Moonpig
technology platform completed in
September 2022.
Team of 250 technology specialists
now focused on accelerating growth
initiatives.
Roadmap of innovation, including
Moonpig Plus subscriptions and
group cards.
Launch of video messages and digital
gifting in greeting cards at Moonpig.
Launch of new iOS and Android apps
at Greetz.
Database of customer occasion
reminders has grown to 84m as at
30 April 2023.
Growth in online cards market share
to 70% in the UK and 67% in the
Netherlands.
2
Opening of new in-house operational
facilities in both the UK and the
Netherlands.
Acquisition of Experiences, welcoming
Red Letter Days and Buyagift to the
Group.
Investment to modernise the Experiences
technology platform commenced.
1 Adjusted EBITDA, Adjusted EBITDA margin
and Adjusted PBT are Alternative Performance
Measures, definitions of which are set out in the
Chief Financial Officer’s review on pages 56 to 65.
2 Source: OC&C, June 2023.
3 As the Group was incorporated in FY21 there were
no issued shares in FY19 and FY20. For illustrative
purposes Basic EPS has been calculated for these
years using the weighted average basic number
of shares in FY21.
Revenue (£m)
4 year growth: 166%
Adjusted EBITDA margin
1
(%)
4 year growth: 7.4%pts
Profit after tax (£m)
4 year growth: 95.6%
Adjusted EBITDA
1
(£m)
4 year growth: 270%
Adjusted PBT
1
(£m)
4 year growth: 179%
Basic EPS
3
(p)
4 year growth: 95.0%
FY19
FY19
FY19
3
FY20
FY20
FY20
3
FY21
FY21
FY21
FY22
FY22
FY22
FY23
FY23
FY23
£320.1m
26.3%
7.8p
£304.3m24.6%
£368.2m25.0%
£173.1m25.6%
4.0p
£120.1m18.9%
FY19 FY20 FY21 FY22 FY23
£26.6m
£31.4m
£20.8m
£30.7m
£13.6m
FY19 FY20 FY21 FY22 FY23
£48.0m
£51.5m
£74.6m
£33.2m
£17.2m
6.1p
9.3p
FY19 FY20 FY21 FY22 FY23
£84.2m
£22.7m
£92.1m
£74.9m
£44.4m9.0p
01
United Kingdom
81%
Netherlands
17%
At a glance
The leading data and
technology platform for online
greeting cards and gifting in
the UK and the Netherlands.
The UK and the Netherlands are our current core markets.
We operate through four online brands.
Proportion of revenue by country in FY23 % of Group revenue
FY22: 76%
FY21: 75%
FY20: 71%
FY22: 23%
FY21: 23%
FY20: 27%
FY22: 1%
FY21: 2%
FY20: 2%
Rest of
world
2%
Moonpig has been a pioneer
since it was founded as the
UK’s first online greeting
cards business in 2000.
It has since grown to
become a well-loved brand
and the number one online
destination for all our
customers’ gifting needs.
Greetz was founded in
Amsterdam in 2004 as the
Netherlands’ first online
greeting card service.
Greetz aims to make it
easier and more personal
for people to be thoughtful
and is widely recognised
as a leading player in
delivering personalisation
in the gifting market.
Founded in 1999, Buyagift is
a leading UK gift experiences
platform with options in
categories such as dining,
theatre and family outings.
With the broadest and
deepest geographical
footprint in the UK, it gives
customers an unrivalled
choice with something to suit
every taste and occasion.
Launched in 1989, Red Letter
Days pioneered the concept
of giving unforgettable
experiences as a gift.
The idea caught people’s
imaginations and today Red
Letter Days, with its iconic red
gift box, remains the “go-to”
gift experiences company.
Moonpig Group plc | Annual Report and Accounts 2023
02
£
£
We have a broad and balanced customer demographic.
Our strategy is to become the ultimate gifting companion.
% total users split by age group in FY23
1
FY22: 40%
FY21: 39%
FY20: 35%
FY22: 60%
FY21: 61%
FY20: 65%
% total users split by gender in FY23
1
FY22:38%
FY21: 42%
FY20: 40%
FY22: 36%
FY21: 35%
FY20: 37%
FY22: 26%
FY21: 23%
FY20: 23%
3555
38%
55+
22%
Under 35
40%
Male
44%
Female
56%
Gifting share of revenue
1
Gifting SKUs
2
Cards and gifts sold
1
51%
FY22: 48%
FY21: 46%
FY20: 42%
8,800
April 2022: 2,400
April 2021: 1,400
April 2020: 1,000
49m
FY22: 57m
FY21: 73m
FY20: 36m
We use data and technology to create loyal customer relationships.
250
April 2022: 195
April 2021: 153
April 2020: 106
Highly skilled data scientists,
analysts and engineers
2
266m
April 2022: 230m
April 2021: 190m
April 2020: 130m
Lifetime transactions
4
84m
April 2022: 72m
April 2021: 52m
April 2020: 32m
Moonpig and Greetz
customer reminders set
3
1 FY23 stated for the Group (including Experiences since acquisition on 13 July 2022 and excluding Experiences for the pre-acquisition period in FY23 and prior years).
2 As at 30 April 2023. Stated for the Group (including Experiences as at 30 April 2023 and excluding Experiences for prior years).
3 As at 30 April 2023. Moonpig and Greetz only.
4 Cumulative transactions as of 30 April 2023. All-time for Moonpig, from 1 September 2018 (post acquisition) for Greetz and from 13 July 2022 (post acquisition) for Experiences.
03
Strategic report Corporate governance Financial statements
“Moonpig Group has demonstrated resilience,
profitability and strong cash generation whilst
putting in place the foundations for growth.
Overview
The past year has been testament to Moonpig Group’s
resilience, demonstrating its ability to deliver high profitability
and strong cash generation across the economic cycle. This
reflects a flexible business model that leverages technology and
proprietary data to create enduring customer relationships and is
enabled by the recession-resilience of the greeting card market.
It has been achieved whilst continuing to make significant
investments in marketing, operations and technology.
The year was also notable for the successful delivery of several
strategic projects including the acquisition of Experiences,
the opening of new operational facilities in the UK and the
Netherlands and the migration of Greetz onto the Group’s
unified technology platform. The Group has since refocused
its 250 data scientists, analysts and engineers towards
developing new customer-facing functionality to drive revenue
growth and innovation.
The Board does not expect the wider economic environment to
become more favourable in the year ahead. Nevertheless, the
foundations put in place by management provide the base for
the expected delivery of profitable growth in FY24. In addition,
we expect the Group’s strong operating cash flows to drive
further deleveraging.
FY23 performance
The Group delivered revenue of £320.1m in FY23 (FY22:
£304.3m), which was significantly higher than pre-Covid
comparative figures. Year-on-year growth of 5.2% reflects the
acquisition of Experiences, partially offset by the positive impact
on prior year from lockdown restrictions at Moonpig and Greetz.
The Group delivered Adjusted EBITDA of £84.2m (FY22:
£74.9.m). The acquisition of Experiences contributed £13.0m of
Adjusted EBITDA, which broadly offset the impact of the post-
Covid reversion of trading at Moonpig and Greetz. Adjusted
EBTIDA margin of 26.3% (FY22: 24.6%) was achieved through a
combination of initiatives to improve gross margin rate, targeting
resources towards higher-margin cards sales and indirect cost
control. This was delivered at the same time as maintaining
significant investment in marketing, alongside expansion of the
Group’s operational network and an acceleration in the pace of
technology development.
Chair’s statement
Moonpig Group plc | Annual Report and Accounts 2023
04
Acquisition of Experiences
As part of our strategic aim to drive our gifting proposition, on
13 July 2022, the Group completed the acquisition of Red Letter
Days and Buyagift, welcoming them to the Group as our new
Experiences segment.
A strategic refocus and significant operational change
have been delivered since then, including appointing a
new Managing Director, starting a project to modernise the
Experiences technology platform, relocating fulfilment to
Moonpig’s operational facility, outsourcing customer services and
co-locating Experiences employees at the Group’s head office.
The acquisition brought a high quality, complementary
business to Moonpig Group, offering strong strategic fit and
opportunities for revenue synergies. The introduction of digital
gifting capabilities to the Moonpig platform has already begun,
with the launch of a feature allowing customers to add a gift to
the inside of a card in the form of a redeemable code.
The acquisition of Experiences was financed through available
cash and additional revolving credit facilities. Strong cash
generation since then has driven deleveraging, with net debt
to pro forma Adjusted EBITDA (stated to include a full year of
Experiences) of 1.97x as at 30 April 2023.
The Board is comfortable with the Group’s net debt position,
taking into account that there is significant liquidity headroom
and covenant headroom, that approximately three quarters
of the Group’s floating rate interest exposure is hedged and
that the Group’s facilities are committed until December 2025.
The Group’s short term capital allocation priority is continued
deleveraging. Net debt to Adjusted EBITDA remains on a
strong downward trajectory.
Employees
The Group’s employees in the Netherlands, Guernsey and
the UK have played a key role in delivering resilient financial
performance in FY23 and in successfully executing the various
strategic projects completed during the year. On behalf of the
Board, I’d like to thank all employees for their dedication and
hard work.
Corporate responsibility
Moonpig Group’s purpose is to help its customers to connect
with those that they care about. The Board is pleased with
the Group’s progress against its environmental, social and
governance goals during FY23.
The Group has made further progress in reducing Scope 1 and
2 greenhouse gas emissions, delivering a 3% year-on-year
reduction and lowering them to 22% below the FY20 baseline
1
.
This reduction was driven by moving to two new fulfilment sites
with high environmental standards, adopting renewable energy
tariffs and making continuous operational improvements to
increase energy efficiency.
Moreover, management has completed a significant project to
measure Scope 3 emissions and set ambitious targets to reduce
them by 97% by 2050, with a medium-term target for supplier
engagement. The Group aims to obtain commitments from
suppliers covering 67% of its Scope 3 emissions to set reduction
targets aligned with SBTi criteria by April 2030.
The Group performed well against its diversity goals, meeting
goal 7 with 45% of new hires in technical roles being female
(FY22: 37%) and 52% combined representation of women and
ethnic minorities on the Leadership Team (FY22: 53%).
The Moonpig Group Foundation has continued to support
various organisations with missions that align with the Group’s
aim of creating better and more personal connections between
people who care about each other. Beneficiaries included
End Youth Homelessness, Kinderhulp in the Netherlands and
Les Bourgs Hospice in Guernsey.
Our employee engagement goal has been impacted by the
challenges of operating in an economic downturn characterised
by disciplined control of discretionary costs. Customer net
promoter score was affected by the unfortunate impact of
repeated industrial action at Royal Mail. Management is focused
on delivering improvement in both of these areas.
Board and governance
The Group complied in full with the UK Corporate Governance
Code in FY23, as set out in the Governance Statement from
pages 82 to 91. The Board continues to meet the requirement that
at least half its members (excluding the Chair) are Independent
Non-Executive Directors.
A Relationship Agreement is in place to ensure that the Company
is capable at all times of carrying on its business independently
of Exponent, its former controlling shareholder. Exponent has
a right to nominate one Nominee Director to the Board until
its shareholding falls below 10%. As at the date of this Report,
Exponent held 12.0% of issued share capital.
During the year the Board reviewed the composition of all its
Committees and, given the Board’s evolution since Admission
in 2021, it was determined that I would step down from the
Remuneration Committee with effect from 29 March 2023. Since
that date, the Committee has been composed solely of the four
Independent Non-Executive Directors.
Board diversity is important, and I am confident that the Board
collectively possesses a broad range of experience, skills and
knowledge from different backgrounds. We currently have 38%
female representation, which is close to the new Listing Rule
target of 40%, with the gap reflecting the appointment of a male
Nominee Director under the Relationship Agreement. We meet
the new Listing Rule targets for at least one senior Board position
to be held by a woman (by virtue of my appointment as Chair)
and for at least one Board member to be from a minority ethnic
background (as we have two minority ethnic Directors).
Looking ahead
The Board is pleased with the start to the new financial year and
is confident that the foundations laid by management provide
a platform for delivering profitable growth in FY24. The Group
remains ideally placed to maintain and increase its online market
share whilst leading the shift in its markets from offline to online.
Kate Swann
Non-Executive Chair
28 June 2023
1 For Scope 1 and 2 emissions, the baseline year is FY20 and this has been validated by the Science Based Targets initiative (“SBTi). The FY20 baseline has been
re-calculated for FY20 emissions at Experiences following the acquisition of that segment.
05
Strategic report Corporate governance Financial statements
“We have laid the ground work for our expected
return to organic revenue growth in FY24.
Overview
The Group’s business model is resilient, profitable and cash
generative. This has enabled us to maintain investment in our
technology, marketing and operations throughout the year
ended 30 April 2023, laying the groundwork for an expected
return to organic revenue growth during FY24.
We have scaled our technology team to 250 skilled data
scientists, analysts, and engineers, up from 195 in April 2022
and 153 in April 2021.
After four years of foundational work and the successful
migration of Greetz onto our unified technology platform, our
technology teams are now accelerating growth initiatives
that can be leveraged across both of our card-first brands.
A technology and data-led innovation roadmap is being
implemented, including features such as Moonpig Plus
subscriptions, video messages in greeting cards and group
cards that will enhance the Moonpig and Greetz value
proposition relative to online and offline alternatives.
We have opened new operational facilities on ten-year
leases in Almere, Netherlands and Tamworth, UK. Insourcing
operations enhances scalability, provides flexibility for driving
customer basket size through bundling gifts and offers
potential for gross margin efficiencies.
We have continued to build our brands. Our principle of
maintaining marketing efficiency led to a lower marketing
spend in light of fewer available online search engine
impressions, however our customer acquisition activity
remained substantial, with revenue from new customers
continuing to exceed pre-pandemic levels.
We completed the acquisition of Red Letter Days and
Buyagift, welcoming them to the Group as our Experiences
segment. Following acquisition, we have implemented
significant operational changes, including appointing a
new Managing Director and leadership team and are
now investing to deliver the strategic roadmap set out
at acquisition, including modernising the Experiences
technology platform.
Chief Executive Officer’s review
Moonpig Group plc | Annual Report and Accounts 2023
06
The Group has a compelling market growth opportunity ahead
of it, as online penetration of the single greeting cards market
remains low at approximately 15% in the UK and 21% in the
Netherlands for 2022 (source: OC&C). As the clear leader in
the online segment, we are well placed to capitalise on and
drive the transition from offline to online. We also now own
Experiences, which provides opportunities to unlock innovation
through digital gifting and has equipped us with a profitable
presence in the standalone gifting market.
Despite facing a more challenging trading environment from
October 2022 onwards, we have delivered a strong set of
results. This reflects the commitment of our people across the UK,
Guernsey and the Netherlands, and has been made possible by
the strength and flexibility of our business model:
Our focus on customer lifetime value equips us with resilience
in more challenging conditions. Our approach at Moonpig
and Greetz is focused on acquiring loyal customer cohorts
that drive recurring annual revenue and 88.6% of revenue at
these brands was generated from existing customers (FY22:
86.5%). The long-term “sticky” nature of these customer
cohorts is supported by our data and technology platform,
which allows us to personalise the user experience. Our
database of 84m reminders (April 2022: 72m) enables us to
communicate directly with customers at times of maximum
purchase intent. More generally, the greeting cards market
has a long track record of recession-resilience.
We have delivered £84.2m (FY22: £74.9m) of Adjusted
EBITDA, reflecting 12.4% year-on-year growth. The
acquisition of Experiences contributed £13.0m of Adjusted
EBITDA, which was broadly offset by the impact of post-Covid
reversion of trading at Moonpig and Greetz. Gross margin
rate has improved year-on-year, reflecting management
action to improve intake margin, the category mix impact of
prioritising resources towards higher-margin cards, the use of
our personalised promotions engine to target discounts more
precisely and the impact of the acquisition of Experiences.
We have prioritised resources where the return on investment
is highest. We have taken a disciplined approach to the
management of indirect costs.
Our business is highly cash generative. Net debt to pro forma
Adjusted EBITDA decreased from 2.45x at 31 October 2022
to 1.97x at 30 April 2023 and we expect this trajectory of
deleveraging to continue in the year ahead.
We delivered FY23 Adjusted EBITDA of £84.2m (FY22: £74.9m)
and operating cash flow of £56.2m (FY22: £59.6m) whilst
maintaining investment for growth and delivering on our three
strategic pillars. These pillars focus on leveraging data and
technology to make the gifting experience effortless, building
our brands so receiving our product always means more and
ensuring the perfect range of cards and gifts for every occasion.
Leveraging data and technology
In 2018, we embarked on a multi-year journey to transform
Moonpig and Greetz into technology and data-led businesses.
We accomplished this in September 2022 with the completion
of a unified technology platform. After four years of work on
foundational projects, the majority of our skilled data scientists,
analysts and engineers are now focused on iteration, testing and
improvement to drive revenue growth at Moonpig and Greetz.
The pace of technology innovation has risen, with key
developments including:
The full launch of Moonpig Plus, our low-cost, affordable
subscription service, in May 2023. Based on extensive testing
throughout FY23 we expect that this will increase customer
order frequency.
The introduction of new iOS and Android apps for Greetz.
The launch of tailored recommendation algorithms at Greetz
to drive gift attachment by Dutch customers.
The implementation of suggested gift bundles, an improved
gift/flower image carousel and gift cross-sell at the basket
stage of the customer journey at Moonpig.
The roll-out of video messages across the card range, with
over 75,000 messages sent by Father’s Day 2023.
The launch of digital codes for gift experiences in Moonpig
cards.
The introduction of stickers and photos for the inside of cards
at Moonpig and Greetz.
The phased roll-out of new features and functionality for
Moonpig group cards.
At Experiences, we have extended direct voucher redemption
to more products including The View from The Shard and city
cruises to drive recipient-into-customer conversion. We are also
investing in modernising the Experiences technology platform,
with a new content management system and on-site search
scheduled for roll-out in FY24.
Building our brands
Through continued, disciplined marketing activity, we delivered
FY23 revenue from new customers that was 33% higher than
in FY19, the largest pre-Covid year. Moonpig launched its most
comprehensive cross-channel marketing campaign ahead of
Mother’s Day in the UK, enabling Moonpig to record its largest
ever week of sales during March 2023.
Over the past five years, our strategy has consistently emphasised
delivering revenue growth through the existing customer base,
and the share of revenue from existing customers increased year-
on-year to 88.6% (FY22: 86.5%). We maintained our disciplined
approach to new customer acquisition in which we ensure that
payback periods stay within our framework. We aim to acquire
high-quality, loyal customer cohorts that deliver lifetime value
rather than pursuing short-term, transactional revenue.
07
Strategic report Corporate governance Financial statements
We have broadened the marketing mix through increased
consumer PR coverage and partnerships, such as the successful
launch of the “Disney 100” flowers range. At Greetz, we focused
on driving app downloads after launching new iOS and Android
apps in September 2022.
Reminders are one of the most effective ways for Moonpig
and Greetz to communicate with customers and growing the
number of reminders set has been a key business objective
across recent years. We delivered against this in FY23, further
increasing the size of the database from 72m reminders at
April 2022 to 84m reminders at April 2023. In the year ahead
we will emphasise reminder collection at Greetz, where a
smaller proportion of customers have set more than one
reminder, compared to Moonpig. We are also implementing
initiatives such as “upcoming occasions” panels on customer
landing pages, to improve reminder conversion.
Whilst Experiences primarily focused on optimising online
performance marketing, we have begun the process of
differentiating the Red Letter Days and Buyagift brands, so that
the former emphasises iconic experiences and a more curated
range whilst the latter will be more value-led. Moonpig became
the Experiences segment’s largest online distribution partner in
FY23 after launching the first version of digital gift experiences
in a card. As we expand digital gifting beyond the current
300 SKU range and enhance search and browse functionality,
we anticipate further sales growth.
Personalised
video messages
As part of our strategy to differentiate the inside of our
cards from competitors, we have launched a unique
feature that allows customers to add custom video
messages to their greeting cards.
Customers simply select their preferred card design
and upload a personalised video. We then print
the card with a QR code linked to this video. The
recipient can effortlessly access and experience this
personalised message by scanning the QR code with
their smartphone.
This innovation has proven popular with our
customers. By Father’s Day 2023, over 75,000
video messages had been sent, signalling a strong
reception. We expect this to increase as more people
become aware of the feature through word-of-mouth.
Initially, this feature was offered on 10,000 card
designs for Valentine’s Day 2023. Given its successful
uptake, we have now extended it across our card
range.
Expanding our range
We aim to have the perfect card and gift for every relationship
and every occasion. For greeting cards, we have formed a single
global design team to leverage the strength and breadth of our
UK range across geographies. This team manages in-house
and licensed card designs, with a current key focus on bringing
global licensed properties that already feature on Moonpig
(such as Marvel, Disney and Star Wars) to Greetz.
In gifting, we have expanded our offering with personalised
balloons at Greetz and Moonpig’s most extensive flower range
to date, with 72 bouquets at Valentine’s Day and 102 bouquets at
Mother’s Day. We have emphasised bringing new products and
curating gift sets and bundles to differentiate our offering.
We have partnered with new gifting brands, such as My 1st Years
for baby and young children’s gifts and Mars for personalised
chocolates. We have enhanced our flowers offering through
co-branding with Cath Kidston and Disney. Moreover, we have
introduced the Red Letter Days and Buyagift brands at Moonpig,
offering both physical gift boxes and digital gifting options.
Chief Executive Officer’s review
Moonpig Group plc | Annual Report and Accounts 2023
08
In response to customer demand for more affordable gifting,
we have strengthened our range of gifts at price points
below £16, launched a new letterbox gifting range at Greetz
and added numerous new designs to Moonpig’s balloon
and personalised mug ranges. We have also offered value
for customers through an expanded range of supplier-
funded promotions.
Finally, we continue to enhance the Experiences range by
launching new experiences with premium partners such as
Harvey Nichols, Harrods, Côte, Macdonald Hotels and the
Gordon Ramsay Academy.
Maintaining high ethical, environmental
and sustainability standards
We continue to execute against our ESG strategy, which
commits the Group to eight long-term goals focused on the
environment, its people and its communities.
Progress has been strong on climate-related goals. We
surpassed our expectations with respect to Scope 1 and 2
greenhouse gas emissions, achieving 95% renewable energy
mix at Tamworth and Almere. We have fully measured out
our Scope 3 emissions baseline and have developed the
Group’s inaugural climate transition plan. In view of the
progress made, we have set new goals for greenhouse gas
emissions reduction, comprising near-term and long-term
targets for each of Scope 1 and 2 (direct) emissions and
Scope 3 (value chain) emissions.
We have also made good progress on our diversity goals.
One of our ESG goals is for new hires into technology
security, engineering, product and analytics roles to be
at least 45% from women by 2025. For the year ended 30
April 2023, 45% of new hires into these technical roles were
women (FY22: 37%).
Our employee engagement KPI has been impacted by the
need for disciplined control of costs during an economic
downturn. Customer net promoter score reflects repeated
industrial action at Royal Mail in the UK. We are confident in
our ability to deliver significant improvements in both areas
during the months ahead.
Nickyl Raithatha
Chief Executive Officer
28 June 2023
New collage designer
for photo upload cards
We want user experience to be as convenient as
possible, including when customers are creating
a highly personalised card. With this in mind, we
have launched a collage designer which uses our
technology to arrange photos on a card.
This new feature enables customers to create
personalised cards with photos from their personal
files. Our technology intuitively constructs a
personalised collage card, bypassing the need to
browse and select from multiple templates. The
customer can then further customise the card by
cropping, resizing or shuffling images.
The collage designer was rolled-out across both
Moonpig and Greetz in FY23.
09
Strategic report Corporate governance Financial statements
01
We have transformed our
business into a technology and
data platform for gifting.
Moonpig Group is a leading international gifting platform
with a rich history of innovation, growth and fun. It all began
in April 2000 when moonpig.com was launched as the UK’s
first online card retailer. The vision was simple: to create a
better card than customers could find on the high street, by
combining digital printing and the internet. As time went
on, the Group expanded into card-attached gifting, adding
flowers, off-the-shelf gifts and balloons to its range.
In 2018, the Group acquired Greetz, one of the Netherlands’
leading online card and gifting businesses. Greetz was
founded in Amsterdam in 2004, since then it has established
itself as a clear market leader in online cards with strong
brand awareness.
On 5 February 2021, the Company was admitted to the
Official List of the Financial Conduct Authority and to trading
on the premium segment of the London Stock Exchange’s
Main Market for listed securities. This milestone reflects the
Group’s position as a leading player in the gifting industry.
In July 2022, the Group completed the acquisition of
Experiences, which operates the Red Letter Days and
Buyagift brands. This acquisition accelerated our strategy of
becoming the ultimate gifting companion.
From 2018 onwards, the Group has invested in transforming
itself into the world’s leading technology and data platform
for gifting. Most recently, this has involved several large
foundational projects, including the migration of Greetz onto
our unified technology platform and the opening of new
operational facilities in Tamworth in the UK and Almere in
the Netherlands.
Since completing these foundational projects, the Group’s
technology teams have been focused on growth initiatives
and product innovations such as video messages and digital
gifting in greeting cards and Moonpig Plus subscriptions.
01
Innovator of personalised cards
02
The leading online card and gift shop
03
Transformation into a technology and data platform
04
Transition to innovation and growth initiatives
2004
Greetz is founded in the
Netherlands
2006
Moonpig launches its first
television campaign, featuring
the iconic jingle
2007
Moonpig introduces gifts
2000
Moonpig, the first online
greeting cards business,
is founded
2010
Greetz introduces flowers
02
Our journey
Moonpig Group plc | Annual Report and Accounts 2023
10
2020
December
Incorporation of Moonpig Group plc
Completion of technology and
data replatforming at Moonpig
September
Launch of the Global Design Platform
for greeting card designs
2021
Moonpig Group floats on the
London Stock Exchange
2016
Moonpig Group is acquired
by Exponent
2018
August
Moonpig Group acquires Greetz
November
Launch of the Group’s
Manchester technology hub
2022
March
Moonpig launches in Ireland
July
Acquisition of Experiences
(Red Letter Days and Buyagift)
September
Completion of the unified technology
platform for Moonpig and Greetz
New UK operational facility opens in
Tamworth
New Netherlands operational facility
opens in Almere
Launch of new iOS and Android
apps at Greetz
2023
Launch of digital gifting in greeting cards
Launch of Moonpig Plus subscriptions
Launch of video messages in greeting cards
03
04
11
Strategic report Corporate governance Financial statements
At Moonpig and Greetz, our data-driven growth
flywheel drives customer retention and lifetime value.
Higher
purchase
frequency
More
data
Better
experience
Smarter
algorithms
Reminder
setting
and app
downloads
Capture of highly
relevant predictive
data around
gifting intent
Personalised experience
and contextual
recommendations
Targeted marketing at
times when the consumer
has highest gifting intent
Virality
Recipients become
customers
Gift attach
The most relevant gifting
platform with minimal
acquisition costs
Card-first customer
acquisition
Profitable with high loyalty
Customer
retention
Brand power
Clear market leader, with
two category-defining brands
and high brand awareness.
Rich data pools
Proprietary recommendation
algorithms are optimised
across 84m reminders as
at 30 April 2023.
Scale
Each day, the Group
captures approximately six
times
1
the customer data of
its nearest competitor.
Platform
A world-class technology
platform, which is constantly
optimised through ongoing
testing.
Competitive advantages
1 Moonpig UK market share 2022 source: OC&C, June 2023.
£
£
Business model
Moonpig Group plc | Annual Report and Accounts 2023
12
At Experiences, our strategy is to create a growth flywheel by
focusing on the conversion of recipients into future customers.
Quality and
breadth
of range
Shopper
experience
Flexibility
and choice
Recipient
experience
Range of over 4,800
experiences with true
nationwide presence
and value-for money
at multiple price points
Quality of shopper
experience drives
repeat customer
behaviour
A simple online booking
journey, with a steadily
increasing proportion of
experiences available to book
on our redemption websites
Ease of booking
and quality of the
experience drives
recipient-to-customer
conversion
Peace of mind that the recipient has
flexibility to choose a different experience
Availability for the preferred time, location and provider.
Flexibility to redeem instead for any other experience of the
same amount, or to trade up to a more expensive experience
Customers
Recipients
New customer acquisition
06
05
Customer
base
Range
The broadest and deepest
range of gift experiences in
the UK, including the widest
range across categories and
the most comprehensive
coverage in the UK.
Brands
Red Letter Days and Buyagift
are two long-established
brands with high levels of
customer satisfaction.
Recipients
become customers
Conversion of gift experience
recipients into future
customers, leveraging the
online touchpoints during
the redemption and booking
journey.
Revenue synergy
with Moonpig
The only gift experiences
platform that has opportunity
to leverage Moonpig’s
proprietary dataset on
customer gifting intent.
Strategic report Corporate governance Financial statements
13
Our platform is a
data-driven gifting
recommendation engine.
We leverage proprietary data on customers’ gifting intent
and self-learning algorithms to make it as effortless as
possible to find the perfect card and perfect gift.
Card-first acquisition
of loyal customers
Driving customer acquisition
through network effects
Every card order is
an opportunity to
cross-sell gifts
The card purchase journey captures multiple unique
datapoints including relationship, occasion, age, style,
mood, recipient address and propensity to spend.
90% of card occasions are linked to a calendar event
(for instance birthdays, anniversaries) that repeats
every year. This builds long-term relationship data,
which strengthens over time.
Customer loyalty is supported by personalised
occasion reminders.
The typical customer buys approximately three cards
per year.
The Group creates network effects with every customer
interaction.
When each of the millions of group cards, physical gifts
and gift experiences are sent, the Group gains exposure
and the recipient becomes a potential future customer.
Red Letter Days and Buyagift have direct opportunities
to interact with recipients during the online experience
code redemption process, creating the strongest
network effects.
Moonpig is extending the online redemption touchpoint
to recipients through digital experiences (such as gifts
and video messages) that are redeemed using a code
printed on the inside of the card.
This will expand opportunities for recipient-to-customer
conversion.
Extensive data collected during the card
personalisation journey powers proprietary cross-sell
algorithms, which enable us to provide highly relevant
gift recommendations.
There is a significant upsell opportunity, with over
70%
1
of all cards in the UK being given with a gift.
It is key to build the right range of curated gifts, so that
our algorithms can recommend the perfect gift for
every gifting relationship and occasion.
Cross-sell allows us to participate in physical and
experiential gifting categories with negligible
incremental marketing costs.
1 Source: OC&C, December 2020.
Business model in action
Moonpig Group plc | Annual Report and Accounts 2023
14
Raising average
order value through
gift bundling
One of our key growth drivers is increasing
gift attachment rates.
In FY23 we opened new operational facilities
at Tamworth in the UK andAlmere in the
Netherlands. Centralising our UK fulfilment
operations better equips us to support gift
bundling, which we can leverage to increase
basket sizes and therefore drive average order
value. Although flower fulfilment remains separate,
most gifts in each country can now be processed
from our main in-house fulfilment centres.
We have implemented new user experience
features thatencourage both single and multiple
gift attachments. Looking ahead, we see potential
for upselling (for example, promoting a larger
bouquet of flowers), selling ancillary products
(such as offering a vase with a bouquet of
flowers), and bundling (such aspairing flowers
with a box of chocolates).
Group cards
Group cards is an innovative feature that allows our
customers to digitally collect messages from colleagues,
family and friends in a single card. It was introduced
as a minimum viable product in the second half of
FY21, accessible only via the Moonpig apps. Following
launch, we have analysed data on user action to gain
insights into its use and to outline strategies for further
development and expansion.
We have now commenced the phased roll-out of new
features and functionality for group cards. Our focus in
FY23 has been on improving the contributor experience,
including allowing contributors to log in and read other
messages written inside the card. This strengthens
user engagement and provides opportunities for the
conversion of contributors into new Moonpig customers.
Looking forward, our FY24 roadmap includes increasing
the maximum limit for messages per card, extending
feature accessibility to users of Moonpig’s website
and launching a localised variant tailored for Dutch
customers using the Greetz website and app.
15
Strategic report Corporate governance Financial statements
UK Cards
Other
40%
36%
30%
60%
64%
70%
2019 2021 2022
Netherlands Cards
Other
33%33%
35%
67%67%
65%
2019 2021 2022
The Group has continued to consolidate
its online leadership in cards.
Clear online leadership in the cards market.
Market share of online card specialists 2019 – 2022
1,2,3
The Group is the clear online market leader in single greeting cards and has increased its market share each year
since 2019. The Group’s market share relative to its nearest competitor is now approximately 5.8x
1,2
in the UK and
approximately 3.2x
1,3
in the Netherlands.
1 Source: OC&C, June 2023.
2 For the UK, data for 2019 and 2021 has been updated for additional public disclosure by competitors since the OC&C report produced in June 2022. Other includes
Thortful, Funky Pigeon, Card Factory Online, TouchNote, Clintons, Paperchase, Hallmark, Boomf and Papier. Excludes non-card specialists which accounted for £16m of
the £199m total online segment in 2022.
3 For the Netherlands, the total market share of the three largest online specialist greeting cards operators (Greetz, Kaartje2go and Hallmark) equals c.65% of the total
online cards market.
F OC&C forecast.
The cards market is undergoing a long-term secular shift to online.
Estimated single greeting cards market 2019 – 2026
F
UK:
2019
£m
2020
£m
2021
£m
2022
£m
2023
F
£m
2024
F
£m
2025
F
£m
2026
F
£m
UK offline 1,226 1,011 1,077 1,166 1,221 1,239 1,257 1,275
UK online 140 239 243 199 208 234 261 289
Total UK market 1,366 1,250 1,320 1,365 1.430 1.473 1.518 1.564
UK online share % 10% 19% 18% 15% 15% 16% 17% 19%
Netherlands:
2019
£m
2020
£m
2021
£m
2022
£m
2023
F
£m
2024
F
£m
2025
F
£m
2026
F
£m
NL offline 262 194 210 233 239 237 238 240
NL online 39 73 83 64 64 71 75 79
Total NL market 301 267 293 297 302 308 313 319
NL online share % 13% 27% 28% 21% 21% 23% 24% 25%
There has been an enduring step-up in online penetration of the greeting cards market since 2019, to 15% in the UK and 21% in the
Netherlands for 2022. Online market penetration is forecast to reach 19% (UK) and 25% (Netherlands) in 2026.
Market overview
Moonpig Group plc | Annual Report and Accounts 2023
16
UK GDP growth
Cards value YoY% growth
Recession
-5%
-4%
-3%
-2%
-1%
0%
1%
2%
3%
20192018201720162015201420132012201120102009200820072006
0.6
0.70.7
1.1 1.1 1.1
1.5
2.6
1.2
0.9
0.6
2.2
0.9
0.1
There is an ingrained culture of sending cards in the UK and the Netherlands. The average Moonpig and Greetz customer (across the
UK and Netherlands) sends 23 cards
4
each year from all retail sources. The overall UK greeting card market has historically proven to
be non-cyclical and resistant to recessions, demonstrating growth through the 2008-2009 economic downturn.
Large, stable and resilient cards market.
UK single greeting cards market, year-on-year growth 2006 – 2019
1
The overall gifting market is large and underpenetrated.
Total addressable market size – UK, Ireland and the Netherlands
1, 2
1 Source: OC&C, June 2023.
2 Of the £60bn total gifting market, £33bn is standalone gifts, £25bn is gifts attached to a card and £2bn is greeting cards.
3 UK total cards market of £1.6bn in 2019 comprises £1.4bn single greeting cards and £0.2bn boxed card sets.
4 Source: OC&C, December 2020. The weighted average number of cards sent based on 24 cards per UK customer and 18 per Netherlands customer.
The Group’s leading position in online cards provides a competitive advantage in the market for card-attached gifting. Online
penetration of gifting is low, at 12%
4
for card-attached gifting and 22%
4
for total gifting (driven primarily by Christmas gifting). Within
the UK gifting market, the gift experiences segment is worth £7bn
1
.
Data-driven insight into
customers’ intent
Competitive advantage
in attached-gifting
Profitable entry into the
UK gift experiences segment
Untapped non-attached
gifting opportunity
Cards
£2bn
UK gift
experiences
£7bn
Card-attached gifting
£25bn
Total gifting
£60bn
Ireland Netherlands UK
£0.1bn £0.3bn £1.6bn
3
£3bn £15bn £42bn
£1bn £4bn £20bn
17
Strategic report Corporate governance Financial statements
Our strategy is to become the
ultimate gifting companion.
What this means What this means
What we have done What we have done
We aim to ensure that customers feel excited to send Moonpig,
Greetz, Red Letter Days and Buyagift products while recipients
are delighted to receive them.
To achieve this, we invest in strengthening our brands and
building trust in our quality and service. This trust underpins
customer loyalty and drives growth in our customer base as
recipients become customers themselves, generating a virtuous
cycle of growth.
We strive to offer the perfect card and gift for every relationship
and every occasion.
To achieve this, we continuously improve our range for both
cards and gifts, and the recent acquisition of Experiences has
further strengthened our gifting offering. As we refine and
optimise the algorithms that we leverage to help customers
discover the full extent of our range, we aim to capture a greater
share of their gifting wallet, raising purchase frequency and gift
attach rate.
We have continued to make substantial investments in
brand marketing and customer acquisition throughout FY23,
despite flexing marketing activity down to maintain payback
thresholds through the economic downturn.
Following the migration of Greetz onto our unified technology
platform, our Dutch customers can use our high-quality iOS
and Android apps for the first time.
After testing throughout FY23, we launched the Moonpig Plus
subscription service for all UK customers in May 2023.
We have grown our database of customer occasion
reminders across Moonpig and Greetz from 72m at April
2022 to 84m at April 2023.
In addition, we acquired Experiences, adding the Red Letter
Days and Buyagift brands to the Group.
We are enhancing our greeting cards through the
development of innovative features such as video messages,
digital gifting and group cards at Moonpig. Meanwhile, both
Greetz and Moonpig have introduced stickers and flexible
photographs to the inside of cards. These advancements are
part of an ongoing roadmap of new features that will set our
greeting cards apart from online and offline competitors.
For gifts, we’ve expanded the number of SKUs to 8,800 at
April 2023 (April 2022: 2,400) through Moonpig and Greetz
range expansion and the acquisition of Experiences.
Given the current economic climate, we’ve strengthened
our lower-priced gift offering, which now includes a more
comprehensive selection at £15 or less, a new letterbox range
at Greetz and expanded Moonpig ranges of balloons
(78 new designs) and personalised mugs (171 new designs).
Our new facilities at Tamworth, which consolidate operations
previously outsourced to multiple locations, present
opportunities for us to drive sales of gift bundles and
multi-gift basket sizes.
Building
our brands
Enhancing
our range
Strategic focus Strategic focus
Our strategy
Moonpig Group plc | Annual Report and Accounts 2023
18
What this means
What we have done
We aim to use technology to harness our extensive and unique
dataset on customers’ gifting behaviour, to generate highly
relevant, personalised gifting recommendations.
Our algorithms are optimised across 266m cumulative
transactions as at April 2023 (April 2022: over 230m)¹. As market
leaders in the online segment of the greeting card market,
Moonpig captures approximately six times and Greetz captures
more than three times
2
the amount of customer data every day
compared to our closest competitors.
In 2018, we embarked on a journey to transform Moonpig
and Greetz into technology and data-led businesses, which
culminated in September 2022 with the completion of a
unified technology platform.
With this milestone achieved, Greetz can now leverage the
Group’s investments in technology and data to progressively
improve customer retention, customer purchase frequency
and gift attachment rates.
After four years of laying the foundations, the majority
of our skilled data scientists, analysts and engineers are
now focused on accelerating the development of growth
initiatives that can be leveraged across both of our card-first
brands.
At Experiences, we are investing to modernise the technology
platform as the first step in a multi-year plan to transform it
from an ecommerce marketing operator into a technology
and data-led platform. The focus of this strategy is on
building a growth flywheel that converts gift experience
recipients into future customers.
Leveraging data
and technology
Strategic focus
1 Cumulative transactions as of April 2023. All-time for Moonpig, from 1 September 2018 (post acquisition) to April 2023 for Greetz and from 13 July 2022 (post acquisition)
for Experiences.
2 By virtue of the ratio of Moonpig and Greetz share of the online segment of the market, relative to that of their closest competitor.
During the year, Moonpig
strengthened its range of
gifts at £15 or less. Our
flexible business model allows
us to react quickly to changes
in customer demand.
19
Strategic report Corporate governance Financial statements
Introducing new Greetz
iOS and Android apps
Launching subscriptions
withMoonpig Plus
A key aspect of our strategy at Moonpig has been to
encourage customers to use our market-leading apps.
Whenever we transition groups ofcustomers to our
apps, we see an uplift inaverage purchase frequency.
In FY23, 41% of Moonpig orders (FY22: 43%) were
completed via our apps. Taking into account that many
customers utilise multiple devices and interfaces, the
majority of Moonpig customers place some of their
orders using our apps.
With the migration of Greetz onto the Group’s unified
technology platform, our Dutch customers are now
able to access our dedicated iOS and Android apps.
We have begun the process of encouraging and
incentivising them to migrate to the app.
One of our key growth drivers is raising share of wallet.
On average, UK consumers purchase 20 cards per year,
with only three of these ordered from Moonpig.
Across recent years we have focused our brand messaging
around convenience and expanded our selection of greeting
card designs that do not require personalisation on the front
of the card. We have encouraged customers to use our apps.
We have also captured 84m occasion reminders (up from 72m
as at April 2022) offering discounts to incentivise customers to
order by clicking through from a reminder.
To target loyal customers who already use Moonpig
several times per year, we have introduced Moonpig Plus
subscriptions. This scheme offers discounts on greeting card
purchases in return for an annual fee, incentivising and
rewarding increased use. Based on testing across FY23,
we expect that it will positively impact purchase frequency.
Over the course of FY24 we will continue to refine and enhance
the scheme, adding benefits and features to encourage more
subscription uptake and enhance retention rates.
Strategy in action
Moonpig Group plc | Annual Report and Accounts 2023
20
Expanding our range with
personalised balloons at Greetz
Digital delivery of gifts
through code-in-a-card
A key aspect of our strategy is to extend our range, so that we
have the perfect gift for every relationship and every occasion.
Whilst personalised cards are highly scalable, individual
customisation of different personalised gifts can disrupt
economies of scale, necessitating bespoke production
processes. Likewise, offering customers varied editing options
for each product can add complexity to the technology
platform. If executed without discipline, personalised gifting
can lead to unprofitable revenue growth.
Our approach is to align the appeal of customisation with the
efficiency of large-scale production. We focus our personalised
gift offerings within selected categories where we can deliver
personalised products at scale. Our current range includes
personalised mugs and personalised alcohol.
In line with this strategy, we introduced personalised balloons
at Greetz in FY23. This required innovative production
technology to enable the mass-volume production of balloons
with personalised images, while avoiding digital jet printing
which causes micro-pores that hasten balloon deflation.
We intend to launch personalised balloons for Moonpig
during FY24.
We have taken our first step towards realising the potential
for digital gifting by launching gift experiences delivered
through a code inside Moonpig greeting cards.
Moonpig has a dedicated technology team building digital
gifting capability. “Gifts-in-a-card” is the start of a roadmap
covering all stages of the customer journey, including how
we make gift experiences more browsable and how we
leverage Moonpig’s proprietary dataset on gifting intent to
drive highly relevant gift recommendations across the UK’s
leading range of physical and experiential gifts. Beyond
direct revenue synergies from integrating Experiences
products into Moonpig’s platform, digital gift experiences
offer potential for stronger network effects as gift
redemption brings recipients into the Moonpig ecosystem.
At the same time, we have increased investment in the
technology team at the Experiences segment, initiating the
modernisation of the Experiences platform to improve the
booking and redemption journey forgift-first customers on
the Red Letter Days and Buyagift websites.
21
Strategic report Corporate governance Financial statements
A compelling growth
opportunity with clear,
compounding growth drivers.
Moonpig and Greetz Segments
1 Source: OC&C, December 2020. The weighted average number of cards sent based on 24 cards per UK customer and 18 per Netherlands customer.
Growth drivers
Customer
acquisition
What this means
There are an estimated 53.8m
1
card purchasers
in the Group’s existing core markets of the UK
and the Netherlands. As online market leaders,
the Group expects to continue to capitalise on
the structural shift to online.
The Group’s superior online proposition drives
significant competitive advantage versus the
offline market.
Future priorities
Continue aligning Greetz to a card-first
acquisition strategy.
Improving the recipient experience to
accelerate network effects.
Maintain and grow consumer brand
awareness.
Share of
wallet (order
frequency)
What this means
The Group’s active customers are estimated
to purchase, on average, 23 cards per annum
1
(versus 20 cards per annum for consumers in
the market as a whole), of which only a small
proportion are purchased from the Group.
We aim to make gifting for every occasion
easy to remember, to choose, to create and
to purchase.
Future priorities
Data-driven personalisation of the
customer journey.
Enhancements to reminders programme.
Greetz customer migration to the new
iOS and Android apps.
Moonpig Plus subscription service.
Driving gift
attachment
What this means
In the UK, approximately 72%
1
of cards are given
with a gift. The card-first journey enables highly
relevant gift recommendations. Purchase intent
is high following card creation.
Cross-selling gifts means negligible incremental
marketing costs, sidestepping expensive
online competition in paid marketing for gifts
and flowers.
Future priorities
Further range enhancement, including
digital delivery of gift experiences.
Ongoing programme of improvements
in user experience and personalised gift
recommendations.
Drive gift bundling, taking advantage
of centralisation of fulfilment in our two
new in-house operational facilities.
Enabler
Technology
and data
platform
What this means
The Group has scalable, custom-built technology
and proprietary algorithms optimised across
millions of data points.
Our platform drives a flywheel of historical data
on gifting intent driving future purchases, through
highly relevant gifting recommendations.
Future priorities
With Moonpig and Greetz operating
from our unified technology platform,
most of our technology resource is now
focused on innovation and growth
initiatives.
We intend to continue to grow the
Group’s technology headcount.
Key drivers of growth
Moonpig Group plc | Annual Report and Accounts 2023
22
Experiences Segment
1 Source: OC&C, June 2023.
Growth drivers
Customer
acquisition
What this means
The UK gift experiences segment of the market
is estimated at £7 billion
1
and we believe there is
a long-term secular trend from physical towards
experiential gifting.
Platforms are better positioned than direct suppliers
and category specialists to continue increasing
overall market share, given their superior customer
proposition for both givers and recipients.
Future priorities
Optimisation of performance marketing
capabilities.
Investment to further strengthen and
differentiate the Red Letter Days and
Buyagift brands.
Emphasise complete flexibility to
exchange, giving peace of mind to
the giver.
Recipient-
to-customer
conversion
What this means
We want to leverage the redemption and booking
touchpoints to capture recipient data consents and
convert recipients into customers.
The key to this is building a compelling range of
experiences that can be booked online, so that
recipients browse the best range, have a great
recipient experience and interact directly with
Red Letter Days and Buyagift during the
redemption journey.
Future priorities
Continue to expand our range of
experience suppliers to ensure we have
the broadest and best offering.
Expand the proportion of the range
that can be booked online, so that
redemption is on the Red Letter Days
and Buyagift platforms.
Add new opportunities for upsell
at redemption so that recipients
become customers.
Leveraging
synergy with
Moonpig
What this means
We have begun to leverage Moonpig’s proprietary
dataset on gifting intent to drive sales of gift
experiences on the Moonpig website and app.
At the same time, we are leveraging the Group’s
capabilities in technology, data and marketing with
the intention of accelerating growth at Experiences.
Future priorities
Roadmap of technology development
to improve the way that we recommend
and present experience gifts during
the card-first journey on the Moonpig
website and apps.
Digital delivery of gift experiences to
Moonpig customers, including through
redemption codes in greeting cards
and pure digital gifting.
Enabler
Technology
and data
platform
What this means
We are investing in the Experiences segment to
transform it from being a transactional online
retailer into a customer relationship technology
platform.
Key areas of focus are to fully digitalise the
redemption experience to further drive upsell
and online booking across categories to enable
recipient-to-customer conversion.
Future priorities
Focus on improving conversion rate
(the rate at which the website converts
traffic into orders) and on search
engine optimisation (“SEO”).
Website functionality improvements
to increase the retention of both
customers and recipients.
Investment in booking integration
with experience providers to raise the
proportion of experiences that are
redeemed on our platform.
23
Strategic report Corporate governance Financial statements
Section 172(1) statement
The Directors of the Company (and those of all UK companies) are required to act in the way they consider, in good
faith, would most likely promote the success of the Company for the benefit of its members as a whole, whilst also
having regard to the matters listed in Section 172 of the Companies Act 2006.
The interests of key stakeholders and the Board’s approach to these are explained below. Further information on
the Board’s approach during FY23 to the matters set out in s172 of the Act and on decisions made by the Board,
are set out in the Governance Report at pages 76 to 129 and forms part of this s172(1) statement and is thereby
incorporated by reference in this Strategic report.
Stakeholder What matters to them How we engage
Customers
At Moonpig and Greetz,
our business model is built
around the progressive
accumulation of loyal
customer cohorts.
The use of data and
technology to create
a gifting companion
ecosystem differentiates
the Group from its
competitors.
Ability to express that
they care about the
recipient
The right card design
Relevant gifting
recommendations
Ability to personalise
Convenience, including
same day despatch and
digital delivery
Product quality
Timely delivery
Data protection
We collect continuous customer feedback for each of our brands through
multivariate testing, on-site surveys, consumer research, reviews on third
party websites and brand awareness tracking.
We extensively A/B test new products like Moonpig Plus subscriptions,
video messages in greeting cards and digital gift experiences before
rolling them out to all customers.
The Group aims to maintain a customer Net Promoter Score of at least 70
and surveys NPS on an ongoing basis.
Our customer service team operates seven days per week at each
of our four brands. Issues and themes from customer feedback are
communicated to our operational teams daily.
We engage with customers through multi-channel marketing and provide
personalised reminders by email and app notification.
Our unified technology platform now leverages AI and data to provide a
personalised online customer experience at Moonpig and Greetz.
We have started investing in the Experiences technology platform to
enable a better and more personalised online customer experience.
Following the Greetz technology platform migration, we prioritised rolling
out the feature developments that matter most to Dutch customers based
on their feedback, such as a more flexible layout for messages on the
inside of each greeting card.
We communicated clearly with customers in the UK about the adverse
impact of industrial action at Royal Mail on greeting card delivery times.
We worked to help mitigate this impact where possible, for instance
by implementing a lower cost tracked and guaranteed Christmas card
delivery service in December.
We are committed to prioritising technology security and data protection
as explained on page 71.
Recipients
We want recipients to
be delighted to open
their card or gift. Positive
recipient experience drives
viral customer acquisition
through word-of-mouth.
At Experiences, we plan
to accelerate recipient-
to-customer conversion
by investing in the online
redemption experience.
A memorable and
enjoyable experience
Convenient and reliable
delivery
High quality products
and packaging
Sustainability and ease
of recycling
Ease of redemption for
gift experiences
The breadth of our card design range means that recipients should see a
highly relevant card upon opening their envelope.
The Group is investing in technology development to deliver innovations
such as group cards, video messages in greeting cards and digital gifting.
These differentiate our offerings from those of our offline and online
competitors.
We have launched new flowers and gifts ranges, for instance letterbox
gifts at Greetz and an extended flowers range at Moonpig, including
more bundled sets that include both flowers and gifts.
In both the UK and the Netherlands, we offer seven or eight days’
guaranteed freshness on cut flowers.
We offer a seven-day parcel delivery service in the UK and the
Netherlands.
To enhance our customers’ experience, we have invested in expanding the
proportion of gift experience categories that can be redeemed on the Red
Letter Days and Buyagift websites, rather than with the merchant.
Section 172 statement and stakeholder engagement
Moonpig Group plc | Annual Report and Accounts 2023
24
Stakeholder What matters to them How we engage
Employees
The Group’s delivery
against its strategic
objectives is dependent
upon it being able to
attract, recruit, motivate
and retain its highly skilled
workforce.
Career and personal
development
Reward
Employee engagement
Health and wellbeing
Safe working conditions
Dignity, respect and
inclusivity
We foster an open, transparent culture through regular “All Hands”
meetings and an annual all-employee strategy conference, both of
which are led by the Executive Committee.
We conduct twice-annual employee engagement surveys, which are
used to build engagement action plans at divisional and functional
level.
Management engages with Employee Resource Groups, which
provide supportive forums for under-represented employee groups.
Regular health and safety assessments are carried out to ensure the
wellbeing of all employees.
Employee consultation was performed ahead of the co-location of
Experiences employees at the Group’s head office in Farringdon, the
outsourcing of Experiences customer service and the relocation of
Experiences fulfilment to the Tamworth operational facility.
The Board engages with employees both through a clearly defined
programme of meetings carried out by the Designated Non-Executive
Director for workforce engagement (“DNED”) and through direct
engagement with employees by the other NEDs. The full Board
engages in oversight of employee engagement through reviewing
employee engagement survey results and receiving regular feedback
from the DNED. Further details are set out on page 84.
The Group provides an independent whistleblowing service to
encourage employees to raise relevant concerns confidentially. No
concerns were raised during the year (FY22: none).
Investors
Access to capital is crucial
for the Group’s long-term
performance.
To provide investors and
analysts with a clear
understanding of our
strategy, business model,
culture, performance and
governance, we aim to
provide fair, balanced
and understandable
information.
High governance standards
A balanced and fair
representation of financial
results and prospects
Confidence in the
Company’s leadership
Clarity around principal risks
and uncertainties
Total shareholder return
Progress on business and
ESG strategy delivery
We maintain open communication with investors through disclosures
in the Annual Report, investor presentations and trading updates.
These are readily available on our corporate website, along with
other market-related information via the regulatory news service.
The Executive Directors interact with investors at formal roadshows,
investor meetings and attendance at investor conferences. See page
85 for further details.
All Directors attended the Annual General Meeting held on 20
September 2022.
Proactive shareholder engagement by the Non-Executive Directors
is carried out whenever the Board or its Committees identify matters
arising that merit discussion with shareholders. See page 85 of the
Corporate Governance Statement.
Regular updates are provided to the Board on market sentiment,
investor relations activity and equity research reports.
Exponent has one representative on the Board who has been actively
involved in Board decision making since their appointment in January
2021.
A Relationship Agreement ensures that the Company is capable at all
times of carrying on its business independently of Exponent, its former
controlling shareholder. See page 88 for further details.
25
Strategic report Corporate governance Financial statements
Stakeholder What matters to them How we engage
Suppliers
Strong relationships with
suppliers are critical to the
Group’s success.
We prioritise building
long-term, mutually-
beneficial relationships
with our suppliers,
collaborating with them to
uphold high standards and
expectations of business
conduct.
Long-term collaborative
relationships
Growth opportunities
Fair terms and conditions
Responsible, ethical
procurement
Prompt and accurate
payment
The Group engages with suppliers and partners regularly, including
through members of the Executive Committee, to ensure ongoing
collaboration and mutual success.
Our supplier onboarding process is rigorous and includes technology
security and data protection due diligence, as well as checks on
financial viability, modern slavery, anti-facilitation of tax evasion, anti-
bribery and sanctions.
A Supplier Code of Conduct is available on our corporate website,
which outlines our expectations for ethical conduct, environmental
sustainability and social responsibility.
We collaborate with key outsourcing partners to raise operational
performance.
We partner with gift suppliers to expand our gifting proposition and
drive increased gift attach rates.
The Group’s Global Design Platform provides independent designers
with opportunities to make their card designs available to our
customers in return for royalties.
We report on supplier payment practices.
We have set a goal to obtain commitments from suppliers representing
67% of Scope 3 emissions to set net zero targets by April 2030 and will
commence a related programme of supplier engagement in FY24.
Communities and
environment
The Group is committed to
making a positive impact
on the communities and
the environment in which it
operates.
Positive impact on the
community
Energy usage and carbon
emissions
Sustainability
The Group has a long-standing commitment to charitable activity.
For details on our charitable donations in FY23, see page 31.
The Group continues to pursue a strategy to support the wider
technology sector. This includes extending our successful
apprenticeship programme and recruiting a diverse range of
candidates to participate in our coding bootcamps.
Our new operational facilities at Tamworth and Almere are designed
with the environment in mind. The UK facility has achieved a “BREEAM
Excellent” rating, and the Netherlands facility has been retrofitted in
line with best practice.
The Group is committed to sustainable sourcing and continues to
ensure that 100% (FY22: 100%) of our card, envelope and paper
packaging SKUs for our core UK and Netherlands markets are 100%
sustainably sourced, either through FSC or PEFC certification or
containing more than 75% recycled content.
In FY23, the Group planted 85 hectares of woodland in partnership
with Tree-Nation, in addition to offsetting Scope 1 and 2 emissions.
The Group measured its Scope 3 emissions baseline in FY23 and has
set a target to reduce Scope 3 emissions by 97% tCO
2
/Gross Profit by
2050 versus FY22.
The Board has approved the Group’s inaugural climate transition
plan, which sets out how the business plans to adapt as the world
transitions to a low carbon economy.
Section 172 statement and stakeholder engagement
Moonpig Group plc | Annual Report and Accounts 2023
26
Transforming the inside
ofourgreeting cards
In recent years our commitment to offering the best and most
diverse range of cards has led us to expand our range to
47,000 unique designs as at April 2023. This work continues,
with a current focus on integrating globally licensed
properties such as Marvel, Disney and Star Wars, which are
already popular on Moonpig, into our Greetz collection.
Having set a market-leading standard for the outside of
greeting cards, we want to transform the customer and
recipient experience relating to the inside of each card.
As our technology team has transitioned from foundational
projects to growth initiatives, we have commenced a
roadmap of work to differentiate the inside of our greeting
cards from competitors. This includes video messages,
code-in-a-card digital gifting and will include future
enhancements in digital handwriting.
As part of this initiative, we have introduced stickers
and flexible photos to the greeting card editor at
both Moonpig and Greetz.
Link to strategy
27
Strategic report Corporate governance Financial statements
The Groups ESG strategy
focuses on making a difference
to the environment, its people
and its communities.
Across an extended period, Moonpig Group has contributed to
society through its core purpose, which is to create better, more
personal, connections between people that care about each
other and through its support for charities.
We have built on these strong foundations during the past two
years through ongoing delivery against the Group’s ESG strategy.
Key areas of ESG focus for FY23 have been:
Continued delivery against eight ESG goals.
The Groups ESG strategy commits it to eight long-term goals
focused on the environment, its people and its communities.
In setting the strategy, the Board chose to focus on six of the
United Nations’ 17 Sustainable Development Goals that it
considers most relevant to the business.
Measuring value chain greenhouse gas (“GHG”) emissions.
We have measured the Groups Scope 3 emissions by category
to create a FY22 baseline and have set a new ESG goal to
reduce the emissions intensity by 97%tCO
2
e/£1m Gross Profit
by 2050. To help achieve this, we plan to obtain commitments
from suppliers to set emissions reduction targets aligned with
SBTi criteria. By April 2030, we aim for suppliers covering 67%
of our Scope 3 emissions to have such commitments in place.
Developing a climate transition plan.
The Board has approved the Groups inaugural climate
transition plan, which sets out how the business plans to adapt
as the world transitions to a low carbon economy.
Strengthening ESG disclosure.
This year, the Group has commenced disclosure of
climate-related metrics and targets in accordance with the
Task Force on Climate-related Financial Disclosures (“TCFD”)
and made its inaugural voluntary disclosure applying the
SASB Standards.
ESG goals
See pages 29 to 31
Environment
See page 32 to 47
TCFD
See pages 32 to 47
Energy and carbon reporting
See page 41 to 42
People
See page 48 to 49
Diversity and gender pay gap
See pages 48 to 49
Communities
See page 50 to 51
SASB Standards
See page 52 to 53
Environmental, social and governance
Moonpig Group plc | Annual Report and Accounts 2023
28
Moonpig Groups ESG Goals for FY24
The Group’s ESG strategy focuses on eight long-term goals. For FY24,
we have updated goal 1 and goal 2 to extend our emissions reduction targets so that
they incorporate net zero for both operational and value chain emissions by 2050.
Environment People Communities
Consume resources more sustainably,
and move towards a positive impact
on the environment.
Promote high performance, high
engagement and high levels of inclusion.
Generate a positive impact in the
communities that the Group serves and
hires from.
Goal 1: Net zero operational emissions
1
Goal 4: Leadership representation Goal 6: Charitable giving
Reduce operational greenhouse
gas emissions (Scope 1 and 2) by at least
50% by 2030, and achieve at least a 90%
reduction by 2050, in each case offsetting
any remaining emissions and using FY20
as the baseline year.
Maintain the combined representation
of women and ethnic minorities on the
Leadership Team
4
at around 50%.
Invest £1m between 2020 and 2025
leveraging the Moonpig Group
Foundation.
Goal 2: Net zero value chain emissions
2
Goal 5: Employee engagement Goal 7: Technology representation
5
Obtain commitment from suppliers
representing 67% of Scope 3 emissions
to set net zero targets by April 2030
3
and
reduce Scope 3 emissions intensity by
97% tCO
2
e/£1m of Gross Profit by 2050,
using FY22 as the baseline year.
Reach and maintain an employee
engagement score at or above 72%.
Maintain the level of new hires into
technical roles
5
at around 45% women.
Goal 3: Forest positive Goal 8: Customer satisfaction
Reforest at least 330 hectares of woodland
by the end of calendar year 2025.
Reach and maintain a top-quartile
Customer NPS score of at least 70.
UN Sustainable Development Goals
We focus on six of the United Nations’ 17 Sustainable Development Goals
that we consider most relevant to the business.
SDG 4 – Quality education
Ensure inclusive and equitable quality education and promote
lifelong learning opportunities for all
Goal 7: Technology representation
SDG 5 – Gender equality
Achieve gender equality and empower all women and girls
Goal 4: Leadership representation
Goal 7: Technology representation
SDG 8 – Decent work and economic growth
Promote sustained, inclusive and sustainable economic growth,
full and productive employment and decent work for all
Goal 5: Employee engagement
SDG 12 – Responsible consumption and production
Protect, restore and promote sustainable use of terrestrial
ecosystems and sustainably manage forests
Goal 3: Forest positive
SDG 13 – Climate action
Take urgent action to combat climate change and its impacts
Goal 1: Net zero operational emissions
Goal 2: Net zero value chain emissions
SDG 15 – Life on land
Protect, restore and promote sustainable use of terrestrial
ecosystems and sustainably manage forests
Goal 3: Forest positive
1 For FY24, we have updated this goal to incorporate net zero by 2050. In FY23 it focused solely on emissions reduction by at least 50% by 2030.
2 This is a new ESG goal for FY24. It replaces the now-delivered goal to more accurately measure value chain emissions and set Scope 3 reduction targets by the end of FY23.
3 Obtain commitment from suppliers representing 67% of Scope 3 emissions to set net zero emissions reduction targets aligned with SBTi criteria by 30 April 2030.
4 Comprises the Executive Committee (including Executive Directors) and their direct reports who are also members of the Extended Leadership Team.
5 Technical roles for these purposes comprise those in technology security, engineering, product and analytics. For FY24 we have updated this goal to “Maintain the
level of new hires into technical roles at around 45% women” as this goal was achieved during FY23.
29
Strategic report Corporate governance Financial statements
Goal Progress to date Next steps for FY24
Goal 1 – Reduce operational
greenhouse gas emissions
(Scope 1 and Scope 2) by at
least 50% by 2030, aligned to
the SBTi near-term target.
The Group is committed to:
(a) reduce absolute emissions
arising from its own operations
(Scope 1 and Scope 2) by at
least 50% by 2030 versus total
emissions of 677tCO
2
e in the
baseline year of FY20
1,2
; and
(b) offset any emissions that
cannot be reduced. This has
been validated by the Science
Based Targets initiative (“SBTi”).
In FY23, the Group’s total Scope 1 and 2 emissions were
531tCO
2
e, (FY22: 548tCO
2
e) representing a reduction of 22%
from FY20 baseline
1
emissions of 677tCO
2
e in FY20.
The Scope 1 and 2 baseline validated by the SBTi was for
total emissions of 635tCO
2
e at Moonpig and Greetz in
FY20
1
, which has been re-calculated for the acquisition
of Experiences. On a comparable basis with the original
baseline, relevant emissions in FY23 were 504tCO
2
e (FY22:
518tCO
2
e).
The reduction in emissions was driven by moving to two
new fulfilment sites with high environmental standards
(including a BREEAM Excellent-rated facility in the UK and
a Netherlands facility retrofitted in line with best practice)
and making continuous improvements such as the use of LED
lighting sensors, energy-efficient IT equipment procurement
and onsite electric vehicles. Additionally, we procured a
renewable electricity tariff at our Amsterdam office and
Almere operational facility in the Netherlands.
In FY23, we invested through Climate Impact Partners to
offset Scope 1 and 2 emissions from the previous year (FY22:
The Woodland Trust). Each project in which the Group has
invested, through Climate Impact Partners, is reviewed by an
internationally recognised accreditation body and verified
prior to our investment.
For FY24, we have updated
this goal: we aim to reduce our
operational greenhouse gas
emissions (Scope 1 and 2) by at
least 50% by 2030, and achieve
at least a 90% reduction by
2050, in each case offsetting any
remaining emissions and using
FY20 as the baseline year.
In FY24 we plan to conduct energy
audits to identify energy efficiency
solutions for high consumption
areas.
Goal 2 – More accurately
measure value chain emissions
and set Scope 3 reduction
targets by the end of FY23.
The Group aims to reduce
indirect emissions, integrating
positive environmental actions
into our business strategy.
We have measured Scope 3 emissions for our baseline year
of FY22
1
at 80,928tCO
2
e and 433tCO
2
e/£1m of Gross Profit.
We have set out information on emissions by category and
measurement methodologies at pages 41 to 47.
We have set a long-term goal to reduce Scope 3 emissions
by 97% tCO
2
e/£1m of Gross Profit by 2050. We plan to obtain
commitment from suppliers in setting emissions reduction
targets aligned with SBTi criteria. By April 2030, we aim for
suppliers covering 67% of our Scope 3 emissions to have
such targets in place.
As part of our process of measuring value chain emissions,
we held workshops with key suppliers to introduce carbon
foot printing and tools for capturing emissions data.
Our GHG emissions disclosure on pages 41 to 42 includes
details of our Scope 3 categories, our organisational and
operational boundaries and the methodologies we use to
measure value chain emissions.
For FY24, this goal will be
replaced with a new goal to
deliver Net Zero value chain
emissions by 2050:
Obtain commitment from
suppliers representing 67% of
Scope 3 emissions to set net
zero emissions reduction targets
aligned with SBTi criteria by 30
April 2030.
Reduce Scope 3 emissions
intensity by 97% tCO
2
e/£1m of
Gross Profit by 2050, using FY22
as the baseline year.
Goal 3 – Reforest at least 330
hectares of woodland by the
end of calendar year 2025.
The Group relies on wood pulp to
make its products and therefore
aims to be “forest positive”.
This means that we will plant
more trees than we use in our
operations and value chain.
In FY23, we achieved 46% cumulative delivery against this
five-year goal (FY22: 20%). In partnership with Tree-Nation,
we planted 85 hectares of woodland, comprising of 99,000
trees (FY22: 106,000), in addition to any emissions offsetting
conducted within Goal 1.
During FY23, we worked with Tree-Nation to focus planting
activity in ecologically sensitive areas and safeguard the
long-term impact of tree planting by managing the forests.
In FY23 we contributed to projects in Madagascar, Nepal,
Tanzania, Columbia, Thailand, India and the UK.
The Group intends to plant a
further 66 hectares of forest in
FY24.
1 For Scope 1 and Scope 2 emissions, the baseline year is FY20 and this has been validated by the SBTi. The FY20 baseline has been re-calculated for FY20 emissions at
Experiences, following the acquisition of that segment. For Scope 3, the baseline year is FY22, calculated to include FY22 Experiences data.
2 Scope 2 emissions are calculated using the “location-based” method. For comparatives using the “market-based” method, see page 41.
Delivery against the Groups ESG Goals in FY23
Environmental, social and governance
Moonpig Group plc | Annual Report and Accounts 2023
30
Goal Progress to date Next steps for FY24
Goal 4 – Maintain the
combined representation of
women and ethnic minorities
on the Leadership Team
1
at
around 50%.
The Group wants to be
representative of its customers
and the communities in which it
operates.
As at 30 April 2023, the combined representation of women
and ethnic minorities on the Leadership Team
1
was 52%
(FY22: 53%).
In FY23 we launched two new development programmes,
aimed at building leadership effectiveness and supporting
high potential talent to progress to director level.
Across the Group, 42% of individuals newly appointed into
Leadership Team
1
roles were female (FY22: 67%).
We will continue to develop
our next generation of female
leaders and monitor the retention
of women and ethnic minorities
currently in leadership roles.
Goal 5 – Reach and maintain an
employee engagement score at
or above 72%
3
.
Improving engagement
in our teams will improve
productivity and hence business
performance. It will help to
ensure that employees are
retained for longer, reducing
recruitment costs.
In FY23, our average engagement score across two surveys
for Moonpig and Greetz was 61%, which was below the prior
year (65%) and our goal (72%). This reflects the challenges
of operating in an economic downturn, characterised by
more disciplined cost control and greater pressure to meet
targets.
The surveys continued to show many positive aspects
including 77% of our employees say they would recommend
a friend to work for the Group (FY22: 81%).
We intend to capture engagement
data for the whole Group,
including Experiences, in FY24.
We will also commence a staged
process of aligning Experiences
employee benefits with the rest of
the Group.
Goal 6 – Invest £1m between
2020-2025 through the
Moonpig Group Foundation.
Through the Moonpig Group
Foundation, we want to
support initiatives that create
connections and spark moments
of joy in our communities.
During FY23 the Moonpig Group Foundation made
charitable donations totalling £211,000 (FY22: £189,000).
As at 30 April 2023 the Foundation has cumulatively donated
£444,000 (30 April 2022: £233,000) to third-party charities
since being set up in FY21.
The Group also made charitable donations on its own
account totalling £70,000 all of which was to the CAF (FY22:
£81,000, of which £75,000 was to the CAF).
Employees in each of our locations
have chosen a cause to support
in FY24. The chosen charities
are Campaign Against Living
Miserably (UK), Guernsey Society
for Cancer Relief (Guernsey) and
Stichting Jarige Job (Netherlands).
Goal 7 – New hires into
technical roles
2
to be at
least 45% women by the
end of calendar year 2025.
To deliver the Group’s strategy,
we need to hire highly skilled
technology workers from all
areas of society.
In FY23 45% of new hires into technical roles across the
Group were female (FY22: 37%). As at 30 April 2023, 34% of
employees in these teams are female (2022: 33%).
To support gender diversity, we have expanded coaching
and mentoring programmes, partnered with women’s
networking events like SheCanCode and Women In Tech,
and encouraged women to pursue technology roles through
our apprenticeship scheme. Our London and Manchester
offices also held interactive workshops in partnership with
Stemettes, a charity that supports women and non-binary
individuals in the early stages of their tech careers.
For FY24 this goal will be updated
to “Maintain the level of new hires
into technical roles at around 45%
women”.
Goal 8 – Reach and maintain
a top-quartile Customer NPS
score of at least 70
3
.
The Group’s mission is to
help people connect and it is
important that the Group’s
customers believe it is doing this.
In FY23, the weighted average customer NPS score across
Moonpig and Greetz was 60 (FY22: 71). Lower customer
NPS primarily reflects the impact of repeated industrial
action at Royal Mail.
We have since implemented further features to improve
Greetz user experience, including new iOS and Android
apps for Dutch customers.
In the UK, we implemented a low-cost, market-leading
guaranteed delivery service for the period running up to
Christmas to partially mitigate the service impact from Royal
Mail industrial action.
The roll-out of significant new
technology functionality is
expected to support improvements
in customer NPS in FY24.
We intend to report NPS data
for the whole Group, including
Experiences, in FY24.
1 Comprises the Executive Committee (including Executive Directors) and their direct reports who are also members of the Extended Leadership Team.
2 Technical roles for these purposes comprise those in technology security, engineering, product and analytics.
3 For FY23, delivery against Goal 5 (employee engagement) and Goal 8 (Customer NPS) has been measured for Moonpig and Greetz only. Measurement will be
extended across the whole Group, including Experiences, for FY24.
Environmental, social and governance
31
Strategic report Corporate governance Financial statements
The environment
The Group aims to reduce emissions across its value chain and
proactively manage the transition to a lower-carbon economy.
Environmental impact of products and services
The Group is committed to phasing out single-use plastic packaging throughout its value chain and has a packaging
waste-management programme in place. In FY23, the proportion of sustainably sourced paper, card and packaging
was 100% (FY22: 100%) in the UK and the Netherlands and 98% (FY22: 98%) globally. All cards, envelopes and
packaging procured by Moonpig and Greetz is reusable, recyclable or compostable. At Experiences, all experience
gift cards are made of compressed paper rather than plastic and 100% of packaging is sustainably sourced.
Statement of the extent of consistency with the TCFD framework
The Group has reviewed and included disclosure requirements as set out in “Recommendations of the Task Force
on Climate-related Financial Disclosures” published in June 2017 and in “Implementing the Recommendations of the
TCFD” published in June 2021 by the TCFD. The following table sets out the extent of consistency of Groups disclosures
with the four recommendations and the eleven recommended disclosures set out in the initial report. Disclosure
outlined in the “Guidance for All Sectors, included within the updated report published in 2021, has been presented
against each Pillar section of this TCFD report on pages 33 to 47:
TCFD pillar TCFD recommended disclosure Status
1. Climate governance
The organisation’s
governance around
climate-related risks and
opportunities
a) Describe the Board’s oversight of climate-related risks
and opportunities.
The Board’s oversight is described at pages 33 to 34.
b) Describe management’s role in assessing and
managing climate-related risks and opportunities.
Management’s role is described at pages 33 to 34.
2. Climate strategy
The actual and
potential impacts of
climate-related risks
and opportunities on
the organisation’s
businesses, strategy,
and financial planning
where such information
is material
a) Describe the climate-related risks and opportunities
the organisation has identified over the short, medium
and long term.
The Group’s climate-related risks and opportunities are
disclosed across pages 35 to 39.
b) Describe the impact of climate-related risks and
opportunities on the organisation’s businesses, strategy
and financial planning.
The impact of this risk assessment on business strategy and
financial planning is set out at page 36.
c) Describe the resilience of the organisation’s strategy,
taking into consideration different climate scenarios.
The Group has qualitatively assessed its resilience to
individual climate risks, but has not prepared integrated,
quantified climate scenarios due to transitional challenges
in embedding the relevant capabilities. We intend to explore
this requirement further during FY24. Refer to page 46.
3. Climate risk
management
How the organisation
identifies, assesses
and manages climate-
related risks
a) Describe the organisation’s processes for identifying
and assessing climate-related risks.
The Group’s processes for identifying and assessing climate-
related risks are set out at page 40.
b) Describe the organisation’s processes for managing
climate-related risks.
The Group’s processes for managing climate-related risks
are set out at page 40.
c) Describe how processes for identifying, assessing and
managing climate-related risks are integrated into the
organisation’s overall risk management.
Climate risk management is fully embedded within the
Group’s overall risk management framework. Refer to
statement on page 40 and summary of the Group’s risk
management process at pages 66 to 71.
4. Climate metrics
and targets
The metrics and
targets used to assess
and manage relevant
climate-related risks
and opportunities where
such information is
material
a) Disclose the metrics used by the organisation to assess
climate-related risks and opportunities in line with its
strategy and risk management process.
The Group’s climate-related metrics are disclosed at pages
41 to 47. One TCFD cross-industry metric category (internal
carbon prices) is not disclosed, however this is because the
Group does not use internal carbon prices.
b) Disclose Scope 1, Scope 2, and if appropriate, Scope 3
greenhouse gas emissions and the related risks.
Disclosure of absolute Scope 1, 2 and 3 GHG emissions for
FY23 and FY23 is set out on page 41 to 42.
c) Describe the targets used by the organisation to
manage climate-related risks and opportunities and
performance against targets.
The Group has set targets for Scope 1, 2 and 3 emissions and
the proportion of Scope 3 emissions from suppliers with an
emissions reduction target aligned with SBTi criteria. Refer to
page 41 to 42.
Disclosure level: Full consistency Partial consistency Omitted disclosure
Voluntary assurance over TCFD disclosures
The Group has not obtained voluntary assurance over any area of FY23 TCFD reporting.
Environmental, social and governance
Moonpig Group plc | Annual Report and Accounts 2023
32
TCFD Pillar 1: climate governance
Disclosures (a) and (b) – Board oversight and management role
The following governance arrangements are place relating to the assessment and management of climate-related
risks and opportunities:
Area Disclosure (a) Board oversight Disclosure (b) Management role
Structure
Effective integration of
climate-related risk and
opportunity assessment
and management into
the Group’s governance
structure.
The Board has collective responsibility for risk,
including climate-related risk. The Board does
not consider it currently necessary to establish
a dedicated sustainability committee, given the
size and composition of the Board (in which all
Independent Non-Executive Directors sit on all
committees).
The Board has appointed Susan Hooper as
the lead Independent Non-Executive Director
in relation to oversight of ESG-related matters,
including climate-related matters.
A management Sustainability Working Group meets
regularly throughout the year to coordinate climate-
related planning, delivery against those plans
and climate-related disclosure. The management
Sustainability Working Group comprises the Chief
Financial Officer (“CFO”) and the Chief Operations
Officer (“COO”) together with individuals in finance
and ESG roles.
The CFO oversees maintenance of the climate
risk register.
The COO oversees the updating of and delivery
against the Group’s climate transition plan.
Expertise
Possession of knowledge,
skills, experience
and background to
ensure awareness
and understanding of
climate-related risks
and opportunities.
As at 30 April 2023, eight Board members had
ESG skills and experience, including relating
to climate matters, as identified by the Board
skills evaluation summarised in the Nomination
Committee report on page 100.
The Audit Committee has received external
updates on the roadmap for potential
future climate-related regulatory reporting
requirements.
The Remuneration Committee obtained
independent remuneration advice prior to
setting a climate-related bonus measure and
target for FY23.
There is relevant knowledge and skills within the
Group’s finance and ESG teams.
Management obtains specialist advice relating to
climate-related matters where appropriate. The
Executive Directors obtained external advice on the
development of the Group’s ESG Strategy in FY21
and on the initial implementation of TCFD framework
disclosures in FY22.
Accountability
Recognition of duties to
shareholders concerning
to climate change.
The Board recognises its duties to shareholders
for the long-term stewardship of the Group and
holds itself accountable for ensuring long-term
resilience with respect to potential shifts in
business landscape that may result from climate
change.
Management is responsible for ensuring that the
Board has access to the information required to
enable the Board to discharge its duties in relation to
climate change. For this reason, improved disclosure
of climate related metrics has been a key focus for
FY23, including the initial measurement of Scope 3
emissions.
Strategic integration
Systemic consideration
of climate in strategic
planning and decision-
making and embedding
into risk management.
The Board receives annual, scheduled updates
from the Chief Operations Officer on climate-
related strategy and delivery against it.
Climate risk is not procedurally embedded into
processes for strategic planning, budgets, capex
and M&A on grounds of materiality. However,
there is routine discussion and challenge on
climate-related impacts during Board and
Committee discussions.
The Group is progressively embedding climate-
related risk into the “three lines of defence” of its
risk management framework.
The focus to date has been on second-line oversight
provided by the Finance and ESG functions.
In FY24 we plan to strengthen first-line procedures
and controls, acting on the recommendations of
a sustainable procurement maturity assessment
performed in FY23 by the Group’s outsourced
internal auditors.
Materiality
Structures are in place for
reviewing the materiality
of climate-related risks
and opportunities and
ensuring a proportionate
response.
The Group’s climate-related risks and
opportunities are assessed and approved by the
Board twice each year, based on advice from the
Audit Committee.
The basis on which the Group has assessed
materiality for the purposes of climate-related
disclosures is set out on page 35.
The CFO is responsible for maintaining a register of
climate-related risks and opportunities, as part of the
Group’s risk management process.
The CFO presents the Group’s primary climate-
related risks to the Audit Committee and the Board
twice each year.
33
Strategic report Corporate governance Financial statements
Area Disclosure (a) Board oversight Disclosure (b) Management role
Remuneration
Incorporation of climate-
related measures and
targets in management
remuneration.
The annual bonus scheme for the Executive
Directors includes ESG-related measures
and targets. In FY23, one of these ESG bonus
measures was climate-related, requiring both
delivery against a quantified renewable energy
target and the implementation of processes for
the measurement of indirect emissions.
In FY23, climate-related bonus measures and
targets applied for certain members of the Executive
Committee.
For FY24, the annual bonus scheme includes a
climate-related target that applies for all members
of the Executive Committee and for the Extended
Leadership Team.
Reporting
Consistent and transparent
disclosure of material
climate-related risks and
opportunities.
The Board approves the Group’s TCFD
disclosures as part of the process for the approval
of the Annual Report and Accounts, on advice
from the Audit Committee.
Disclosure has been expanded for FY23 and this
Annual Report additionally covers reporting of
Scope 3 emissions, climate-related metrics and
targets and the Group’s climate transition plan.
Management is responsible for the preparation of the
Group’s climate-related reporting.
Stakeholder exchange
Appropriate engagement
and dialogue with
stakeholders.
The Independent Non-Executive Director with
responsibility for oversight of ESG matters
is a founding director of Chapter Zero, an
organisation which promotes corporate
awareness of climate change.
The Executive Directors discuss sustainability and
other ESG topics as part of their ongoing programme
of meetings with investors, fund managers and
analysts.
Management engages with selected third-
party organisations that monitor company ESG
performance.
The Group’s carbon emissions reduction target was
validated by the Science Based Targets initiative
(“SBTi”) during FY21.
During FY23, the Group submitted its inaugural
disclosure to the Carbon Disclosure Project (“CDP”).
TCFD Pillar 1: climate governance (continued)
Disclosures (a) and (b) – Board oversight and management role (continued)
Environmental, social and governance
Moonpig Group plc | Annual Report and Accounts 2023
34
TCFD Pillar 2: climate strategy
Disclosure (a) – description of climate-related risks and opportunities
The Group has identified the following key climate-related risks and opportunities, which are further described on
pages 37 to 39:
Category Theme Risk or opportunity
Physical risks Acute and chronic physical risks Operational sites and distribution exposure to physical risks
Transition risks Price analysis and regulatory
changes
Carbon tax and pricing mechanisms in a Paris Agreement
Aligned scenario
The path to decarbonisation
Potential consumer preference changes in a Paris Agreement
Aligned scenario
Future failure of suppliers to decarbonise in a Paris
Agreement Aligned scenario
Transition opportunities Price analysis and regulatory
changes
Increased usage of renewable energy and on-site solar
generation
The path to decarbonisation
Decarbonisation of distribution
Lower carbon product portfolio, sustainable wood products
and packaging
Increased consumer demand for recycled content
Reforesting initiatives
The Group considers that the above risks are common to all the Group’s segments and principal geographies.
For operational risks, the Group considers impact over three years, which aligns to the Group’s viability statement period. However,
climate risks and opportunities may crystallise over a longer period, therefore our assessment of climate-related risks considers three
time horizons:
Short term (up to 3 years) climate-related risks which are identified as material within this time frame will additionally
be categorised as a principal risk, in line with our overall risk management process.
Medium term (3 to 10 years) climate-related risks which are identified as material during this time frame are monitored
and assessed.
Long term (over 10 years) the Group recognises that it must consider and address longer-terms risks as it formulates
business strategy.
When assessing climate-related risks and opportunities, the Group applies the “double materiality” approach recommended by the
Global Reporting Initiative. This recognises that the impacts of an organisation’s activities extend beyond its own operations and
financial performance, and that sustainability issues can have both external and internal materiality. Materiality is determined based
on the assessed potential impact (for each of the two temperature pathways) on both:
Group financial performance categorised as either High (>10% impact), Medium (>5% <=10% impact) or Low (<=5%) impact on
consolidated Adjusted EBITDA.
Relevance to stakeholders the risk classification is raised where management judgement determines a matter as having become
sufficiently important to stakeholders.
35
Strategic report Corporate governance Financial statements
Disclosure (b) – impact of climate-related risks and opportunities
Area Impact of the Group’s assessment of climate-related risks and opportunities
Revenue and costs No material impact on revenue and costs associated with business operations.
In the long term, in a transition scenario, there is a scenario in which changes in consumer preferences
might cause a reduction in demand for the Group’s product offering. The Group’s development of
digital gifting solutions following the acquisition of Experiences, represent potential mitigation in this
regard.
Products and services The Group’s climate transition plan includes a work-stream for reducing energy consumption within
the Group’s in-house manufacturing and fulfilment operations, and for decarbonising the sourcing of
gifts and cards.
Value chain The Group’s climate transition plan includes obtaining commitments from suppliers and delivery
service providers to reduce Scope 3 emissions.
Research and
development
Management does not consider climate-risk when prioritising research and development on grounds
of materiality.
The Group is working to develop solutions for digital gifting, leveraging the capabilities of the
Experiences segment. Whilst the reason for investing in this area is to capture customer demand, an
ancillary benefit of the development work will be the lower carbon emissions associated with digital
delivery of a gift.
Capital allocation No current or anticipated implications for access to either debt or equity capital.
No material impact on planned capital expenditure. As part of its existing programme of tangible
capital expenditure, management will consider opportunities for reductions in Scope 2 emissions, for
instance through installation of solar panels.
No material impact on the Group’s approach to M&A. The acquisition of Experiences brings capability
in digital gifting (which reduces the Scope 3 emissions associated with physical delivery to a gift
recipient) however this did not form part of the acquisition rationale or business case.
Financial planning In general, climate risk is not procedurally embedded into processes for strategic and financial
planning on grounds of materiality but is addressed through discussion at Board meetings.
In April 2023 the Board approved a climate transition plan which is aimed at reducing GHG
emissions to address the long term, assessed medium impact market and technology risks in a Paris
Agreement Aligned (below 1.5°C) scenario, which envisage potential reputation impact from failure to
decarbonise the Group’s products and/or value chain.
Implications for
financial statements
The Group has considered the impact of climate change in preparing the financial statements in the
Notes to the Consolidation Financial Statements on page 145.
The nature of the Group’s business model and the low assessed materiality of climate-related risks
meant that there were no significant judgements and estimates relating to climate change in FY23.
The Board considered the carrying amount of freehold land and buildings in Guernsey, which is
the Group’s site most exposed to physical risk. It was concluded that no impairment or accelerated
depreciation is required. This was not deemed to involve the exercise of significant judgement given
the low probability of impact.
Disclosure (c) – resilience under different climate scenarios
The Group analyses risks and opportunities using two climate scenarios:
Scenario 1 “Paris Agreement Aligned”: Under this transition scenario, there is sustained and coordinated collective action, with
emissions reductions meeting the required levels to keep global average temperature increases to below 1.5°C by 2100. There
is a lower likelihood of severe climate-change-related weather events, but potential impact from the climate change policies
implemented globally to align to the 1.5°C warming pathway.
Scenario 2 “Business as Usual”: Under this scenario, there is inadequate action to limit emissions and modelling reflects a world
where increasing concentrations of CO
2
put global average temperature increases on a trajectory towards 4°C by 2100. There is
no further climate policy intervention, but increased risk of physical impacts due to the severity and frequency of climate-change-
related weather events.
The Group has qualitatively assessed its resilience to key climate risks, as detailed on page 40. In both the short and medium term
these risks have a low impact whilst in the long term, they do not exceed a medium impact. Consequently, the Board considers that the
Group’s resilience to climate-related risks is high in both scenarios.
TCFD Pillar 2: climate strategy (continued)
Environmental, social and governance
Moonpig Group plc | Annual Report and Accounts 2023
36
This assessment relies on our evaluation of risk R2, which pertains to carbon taxation and pricing mechanisms in a Paris Agreement
Aligned scenario. By applying carbon price projections from the International Energy Agency’s World Energy Model, we have
estimated the financial impact of Scope 3 emissions to be approximately £34m per year by 2050, which initially indicates a “High” risk
rating. However, we believe it is improbable that governments would in practice enforce such substantial carbon taxes on a relatively
non-energy-intensive sector, considering the devastating consequences that this would have for the wider economy. Therefore, we
have exercised discretion to classify the risk as “Medium” for the long term.
The Group is not yet able to perform comprehensive, quantitative scenario analysis and we state on page 32 that this is an area
where disclosure is not yet consistent with the TCFD framework. This reflects transitional challenges in embedding the relevant
capabilities, given the complexity inherent in modelling such scenarios. We intend to explore this requirement further during FY24.
Primary climate-related opportunities
The Group’s primary climate-related opportunities are summarised below. The Group does not assess the potential revenue or profit
upside from climate opportunities to be material.
Opportunity Potential impact Next steps
Increased usage of
renewable energy;
on-site solar generation
The cost of energy from traditional
sources is expected to rise due to
the transition to a lower carbon
economy, causing a relative fall
in costs for renewable energy.
Shifting to 100% renewable energy
could enable the Group to take
advantage of cheaper power and
lower its Scope 2 emissions.
In FY24, we plan to undertake energy audits at our sites to
identify areas where energy consumption can be reduced.
Decarbonisation
of distribution
The UK and EU are committing to
reduce emissions across forms of
transport leading to an increase
in adoption of electric vehicles.
This may provide an opportunity
for the Group to decarbonise its
distribution channels more easily.
The Group intends to continue to work with its delivery partners,
especially those that do not have publicly available reduction
targets. We have set a near-term target to engage with
suppliers covering 67% of Scope 3 emissions by April 2030.
Lower carbon product
portfolio; sustainable
paper packaging
Changes in consumer habits might
provide opportunities to capitalise
on a growing market for sustainable
or zero-carbon gifting.
We acted in FY22 to ensure substantially all card, envelopes
and packaging are from sustainable sources. This has
reduced the likelihood of deforestation in the supply chain and
associated emissions.
The Group plans to continue its existing work on the
development of its digital gifting proposition, which has been
accelerated following the acquisition of Experiences.
Increased consumer
demand for recycled
content
In the Paris Agreement Aligned
scenario, greater demand for
circularity is expected. There may
be opportunities to take advantage
of this trend by improving the
prominence of labelling and
recycling instructions.
The Group plans to continue engaging with suppliers to
increase the quality of labelling and recycling instruction on
products and investigate opportunities to increase the level of
recycled content in its products where possible.
We are working to display Forest Stewardship Council “FSC”
and recycling logos on all cards.
Reforesting initiatives
By meeting its reforesting goal (see
page 29), the Group can improve
its reputation amongst consumers.
The Group intends to plant a further 66 hectares of forest in
FY24.
37
Strategic report Corporate governance Financial statements
TCFD Pillar 2: climate strategy (continued)
Primary climate-related risks
TCFD category Risk Potential impact Potential mitigation Impact assessment
Physical (acute and
chronic)
Operational sites and distribution
exposure to physical risks
An increase in the frequency and severity of extreme weather
conditions could result in damage and/or interruption to
manufacturing and distribution facilities. Third-party analysis
suggests coastal inundation is likely the most significant hazard in
both scenarios.
The highest levels of exposure relate to the Group’s Guernsey
operations.
Levels of impact for the Group’s Dutch operations are low within
the time horizons considered by our assessment, owing to strong
coastal defences in the Netherlands.
Coastal inundation is a risk for the UK mainland; however, key
in-house and outsourced facilities are either located well inland
(Tamworth, Milton Keynes, Northampton) or in locations not
expected to be at risk of inundation prior to 2050 in a Business as
Usual scenario (Sleaford).
The Group has significant flexibility in its production network,
which would enable it to mitigate business interruptions by
shifting production to unaffected sites. The Group temporarily
rerouted Guernsey volumes to different sites during periods
of 2020 and 2021 when lockdown restrictions imposed by the
States of Guernsey significantly limited production capacity at
the site.
The Group will consider coastal flood risk when considering
future changes to the Group’s operational network, making
site-specific assessments at the appropriate time.
Short
term
Medium
term
Long
term
1.5°C Low Low Low
4.0°C Low Low Low
Policy and legal
Carbon tax and pricing
mechanisms in a Paris
Agreement Aligned scenario
Carbon taxation is assumed to be the primary lever by which
governments around the globe will incentivise decarbonisation.
Increases to carbon tariffs could lead to additional operational
costs, through direct carbon costs on Scope 1 and 2 emissions or
indirectly through increased input costs from suppliers (Scope 3).
Quantification of potential future liabilities for Scope 1 and 2
emissions show the financial impact to the Group is not expected
to be significant out to 2050 even if the Group fails to meet
decarbonisation goals (less than £2m EBITDA impact in a Business
as Usual scenario).
Applying carbon price projections from the International Energy
Agency’s World Energy Model, we have calculated the financial
impact of Scope 3 emissions to be approximately £34m per year
by 2050, which initially indicates a “High” risk rating. However,
we believe it is unlikely that governments could in practice impose
such significant carbon taxes on a comparatively non-energy-
intensive sector, as the repercussions of such a policy for the
broader economy could be devastating. As a result, we have
exercised discretion and classified the long term risk as “Medium”
in this case.
Successful implementation of the Group’s Scope 1 and 2
emissions reduction goals would mitigate any increase in
direct carbon costs.
The Group’s climate transition plan (pages 46 to 47) sets out
the areas of focus which management intends to pursue to
reduce Scope 3 emissions.
Short
term
Medium
term
Long
term
1.5°C Low Low Medium
4.0°C N/a N/a N/a
Market
Potential future consumer
preference changes in a Paris
Agreement Aligned scenario
Shifts in consumption habits are expected to be a prerequisite
for the transition to a lower-carbon economy and limiting global
warming to 1.5°C. In the Paris Agreement Aligned scenario, there is
a possibility that consumer preferences might change in future in
ways that could reduce demand for the Group’s product offering.
Given that pulpwood is a very small proportion of the Group’s
value chain, this would require continued high carbon emissions
in other services consumed by the Group, for instance postal
services. Should transition not be achieved in the relevant industry
sectors, then there may be an impact over the long term.
Delivery of the Group’s climate transition plan (page 46), and
hence its decarbonisation targets, will drive a reduction in the
emissions intensity of its product offering.
The Group will continue its existing work on the development
of its digital gifting proposition. Progress in this area has been
accelerated by the acquisition of Experiences.
Short
term
Medium
term
Long
term
1.5°C Low Low Medium
4.0°C N/a N/a N/a
Technology
Future failure of suppliers
to decarbonise in a Paris
Agreement Aligned scenario
A future failure of the Group’s suppliers to decarbonise at sufficient
speed and scale could impact the Group’s reputation with
consumers leading to a fall in demand in the long term.
Decarbonising the Group’s product offering in a 1.5°C scenario
will be dependent on efforts by third-party suppliers.
The Group has proactively engaged with gift suppliers on
emissions, with two supplier workshops held to date. The
Group has dedicated resource to further activity in this area.
The Group has set a target to obtain commitments from
suppliers in setting emissions reduction targets aligned with
SBTi criteria. The aim is for suppliers covering 67% of Scope 3
emissions to have such commitments in place by April 2030.
Short
term
Medium
term
Long
term
1.5°C Low Low Medium
4.0°C N/a N/a N/a
Note: the Group applies the “double materiality” approach recommended by the Global Reporting Initiative, in the first instance, RAG ratings are based on financial impact,
with each risk classified as either High (>10% impact on Group EBITDA), Medium (>5% <=10% impact on Group EBITDA) or Low (<=5% impact on Group EBITDA) within each
time horizon. The risk classification is raised where a matter is assessed as having become sufficiently important to stakeholders.
Environmental, social and governance
Moonpig Group plc | Annual Report and Accounts 2023
38
TCFD Pillar 2: climate strategy (continued)
Primary climate-related risks
TCFD category Risk Potential impact Potential mitigation Impact assessment
Physical (acute and
chronic)
Operational sites and distribution
exposure to physical risks
An increase in the frequency and severity of extreme weather
conditions could result in damage and/or interruption to
manufacturing and distribution facilities. Third-party analysis
suggests coastal inundation is likely the most significant hazard in
both scenarios.
The highest levels of exposure relate to the Group’s Guernsey
operations.
Levels of impact for the Group’s Dutch operations are low within
the time horizons considered by our assessment, owing to strong
coastal defences in the Netherlands.
Coastal inundation is a risk for the UK mainland; however, key
in-house and outsourced facilities are either located well inland
(Tamworth, Milton Keynes, Northampton) or in locations not
expected to be at risk of inundation prior to 2050 in a Business as
Usual scenario (Sleaford).
The Group has significant flexibility in its production network,
which would enable it to mitigate business interruptions by
shifting production to unaffected sites. The Group temporarily
rerouted Guernsey volumes to different sites during periods
of 2020 and 2021 when lockdown restrictions imposed by the
States of Guernsey significantly limited production capacity at
the site.
The Group will consider coastal flood risk when considering
future changes to the Group’s operational network, making
site-specific assessments at the appropriate time.
Short
term
Medium
term
Long
term
1.5°C Low Low Low
4.0°C Low Low Low
Policy and legal
Carbon tax and pricing
mechanisms in a Paris
Agreement Aligned scenario
Carbon taxation is assumed to be the primary lever by which
governments around the globe will incentivise decarbonisation.
Increases to carbon tariffs could lead to additional operational
costs, through direct carbon costs on Scope 1 and 2 emissions or
indirectly through increased input costs from suppliers (Scope 3).
Quantification of potential future liabilities for Scope 1 and 2
emissions show the financial impact to the Group is not expected
to be significant out to 2050 even if the Group fails to meet
decarbonisation goals (less than £2m EBITDA impact in a Business
as Usual scenario).
Applying carbon price projections from the International Energy
Agency’s World Energy Model, we have calculated the financial
impact of Scope 3 emissions to be approximately £34m per year
by 2050, which initially indicates a “High” risk rating. However,
we believe it is unlikely that governments could in practice impose
such significant carbon taxes on a comparatively non-energy-
intensive sector, as the repercussions of such a policy for the
broader economy could be devastating. As a result, we have
exercised discretion and classified the long term risk as “Medium”
in this case.
Successful implementation of the Group’s Scope 1 and 2
emissions reduction goals would mitigate any increase in
direct carbon costs.
The Group’s climate transition plan (pages 46 to 47) sets out
the areas of focus which management intends to pursue to
reduce Scope 3 emissions.
Short
term
Medium
term
Long
term
1.5°C Low Low Medium
4.0°C N/a N/a N/a
Market
Potential future consumer
preference changes in a Paris
Agreement Aligned scenario
Shifts in consumption habits are expected to be a prerequisite
for the transition to a lower-carbon economy and limiting global
warming to 1.5°C. In the Paris Agreement Aligned scenario, there is
a possibility that consumer preferences might change in future in
ways that could reduce demand for the Group’s product offering.
Given that pulpwood is a very small proportion of the Group’s
value chain, this would require continued high carbon emissions
in other services consumed by the Group, for instance postal
services. Should transition not be achieved in the relevant industry
sectors, then there may be an impact over the long term.
Delivery of the Group’s climate transition plan (page 46), and
hence its decarbonisation targets, will drive a reduction in the
emissions intensity of its product offering.
The Group will continue its existing work on the development
of its digital gifting proposition. Progress in this area has been
accelerated by the acquisition of Experiences.
Short
term
Medium
term
Long
term
1.5°C Low Low Medium
4.0°C N/a N/a N/a
Technology
Future failure of suppliers
to decarbonise in a Paris
Agreement Aligned scenario
A future failure of the Group’s suppliers to decarbonise at sufficient
speed and scale could impact the Group’s reputation with
consumers leading to a fall in demand in the long term.
Decarbonising the Group’s product offering in a 1.5°C scenario
will be dependent on efforts by third-party suppliers.
The Group has proactively engaged with gift suppliers on
emissions, with two supplier workshops held to date. The
Group has dedicated resource to further activity in this area.
The Group has set a target to obtain commitments from
suppliers in setting emissions reduction targets aligned with
SBTi criteria. The aim is for suppliers covering 67% of Scope 3
emissions to have such commitments in place by April 2030.
Short
term
Medium
term
Long
term
1.5°C Low Low Medium
4.0°C N/a N/a N/a
Note: the Group applies the “double materiality” approach recommended by the Global Reporting Initiative, in the first instance, RAG ratings are based on financial impact,
with each risk classified as either High (>10% impact on Group EBITDA), Medium (>5% <=10% impact on Group EBITDA) or Low (<=5% impact on Group EBITDA) within each
time horizon. The risk classification is raised where a matter is assessed as having become sufficiently important to stakeholders.
39
Strategic report Corporate governance Financial statements
TCFD Pillar 3: climate risk management
Disclosure (a) – processes for identifying and assessing climate-related risks
In FY22, we established a working group to conduct the Group’s inaugural climate risk management assessment. With support from a
third-party specialist and with executive-level sponsorship we identified the Group’s material climate-related risks and opportunities
as follows:
For physical risks and for transition risks related to price analysis and regulatory changes, the Group performed a quantitative
assessment of individual key risks under two scenarios, with support from external advisers.
For physical risks, the Group considered acute physical risks (coastal inundation, extreme wind, extreme heat, riverine and surface
water flooding and forest fires) across its UK and Netherlands operations. The Group also performed site-specific analysis on its
Guernsey manufacturing site.
Potential physical impacts were assessed through two metrics, site damage (the potential impact of hazards on site infrastructure)
and business interruption (the potential revenue loss associated with hazards).
For transition risks related to price analysis and regulatory change, these were analysed using climate scenario modelling to
assess the potential financial impact in both the Paris Agreement Aligned and the Business as Usual scenarios.
For transition risks related to the path to decarbonisation, and for climate opportunities, we have performed a qualitative
assessment of risk and impact, using available internal data and external literature.
Thereafter, a climate risk register has been maintained on an ongoing basis with oversight from the CFO. Twice each year, the primary
climate-related risks and opportunities are considered and approved by the Board on recommendation from the Audit Committee.
This process follows the Group’s risk management process, which is set out at page 66.
The Group’s assessment of its material climate-related risks and opportunities summarised at pages 35 to 39. The only change made
in FY23 has been to increase the long-term impact assessment of R2 (carbon tax and pricing mechanisms) from Low to Medium in
light of the measurement of the Group’s Scope 3 baseline.
Disclosure (b) – processes for managing climate-related risks
The Group’s processes for managing climate-related risks are as follows:
Managing risks: The climate risk register is the primary mechanism for the management of climate-related risks. Mitigation of
identified risks is considered first by executive management and then presented for discussion with the Audit Committee and
Board, in accordance with the Group’s overall risk management process.
Mitigate, transfer, accept or control risks: Most of the identified climate-related risks have been assessed as low materiality
for all timeframes and scenarios, and the Group’s approach has been to accept these risks. However, there are two long-term,
assessed medium impact market and technology risks (labelled R3 and R4 on page 41) in a Paris Agreement Aligned (below 1.5°C)
scenario, which envisage potential reputation impact from failure to decarbonise the Group’s products and/or value chain. The
Group’s mechanism for mitigation of these risks is through the climate transition plan set out on page 46.
Prioritisation of risks and materiality determination: The organisation prioritises climate-related risks based on the materiality of
impact and likelihood of occurrence. Materiality determination is performed on a “double materiality” basis as set out on page 35,
considering the potential impact on its financial performance and reputation, as well as the expectations of stakeholders.
Assessment of climate-related issues: Assessment of climate-related issues is performed by a management Sustainability Working
Group that meets across the year and comprises the CFO and the Chief Operations Officer together with individuals in finance
and ESG roles. No new climate-related issues arose during the year.
Disclosure (c) – climate risk integration into overall risk management
The Group’s climate risk management procedures are fully integrated into its overall risk management framework, as set out at page
66. The Group’s climate risk register was approved by the Board alongside the principal risk register at Board meetings in June 2022,
December 2022 and June 2023.
There are differences in approach for the assessment of climate-related risks, compared to the assessment of principal risks and
uncertainties. Principal risks and uncertainties are assessed based on the materiality of their potential financial impact, with a focus on
a three-year horizon, whereas climate-related risks are assessed based on “double materiality” over an extended time horizon.
None of the Group’s climate-related risks are currently classified as principal risks as none have been assessed as having a material
impact on the Group’s business model, strategy or the Directors’ assessment of viability (as set out in the viability statement on pages
72 to 73).
Environmental, social and governance
Moonpig Group plc | Annual Report and Accounts 2023
40
TCFD Pillar 4: climate metrics and targets
Disclosure (a) – climate-related metrics
The following table sets out the metrics used by the Group to assess climate-related risks and opportunities. These are drawn from the
seven cross-industry metric categories identified by TCFD, together with five metrics which are specific to the Group’s climate transition
plan. An internal carbon price is not disclosed, as the Group has not defined and does not currently use internal carbon prices.
Metric category Metric Risk or Opportunity Unit of measure FY23
2
FY22
2
Cross-industry metrics:
Absolute GHG emissions Absolute Scope 1 emissions
tCO
2
e 26 168
Absolute GHG emissions Absolute Scope 2 emissions
1
tCO
2
e 505 380
Absolute GHG emissions Absolute Scope 3 emissions
tCO
2
e 87,486 80,928
Transition risks Proportion of fixed assets exposed to transition risks N/a % - -
Physical risks Proportion of fixed assets exposed to physical risks
% 27 45
Climate-related
opportunities
Revenues from products or services that support
transition to a lower-carbon economy
%
Capital deployment Percentage of annual revenue invested in R&D of
low-carbon products/services
%
Internal carbon prices Internal carbon price
N/a
3
N/a
3
N/a
3
Remuneration Proportion of executive management remuneration
linked to climate considerations
% 6.7
Company-specific metrics:
Sustainably sourced cards
and gifts
Proportion of Scope 3 emissions from suppliers
with an emissions reduction commitment aligned
with SBTi criteria
% 9.7 N/a
4
Sustainably sourced cards
and gifts
Scope 3 economic emissions intensity
(tCO
2
e / £1m of Gross Profit)
tCO
2
e/£1m of
Gross Profit
471 433
Low carbon delivery Distribution emission per 1,000 orders
tCO
2
e/order 0.115 0.110
Low carbon manufacturing
and fulfilment
Proportion of energy consumption from
renewable sources
% 59 33
More accurate emissions
measurement
Proportion of Scope 3 emissions measured using
primary data
5
% 41 43
Disclosure (b) – greenhouse gas emissions
The tables below set out the Group’s mandatory reporting on greenhouse gas emissions and global energy use pursuant to the Large and
Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, as amended by the Companies Act 2006 (Strategic
Report and Directors’ Report) Regulations 2013 and under the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and
Carbon Report) Regulations 2018, which implement the Government’s policy on Streamlined Energy and Carbon Reporting (“SECR”).
FY23
2
FY22
2
Energy consumption (kWh) UK & Ireland
6
NL Total % Renewable UK & Ireland
6
NL Total % Renewable
Gas 4,894 140,936 145,830 0% 4,921 912,195 917,116 0%
Electricity (purchased) 1,135,881 772,044 1,907,925 59% 877,878 775,209 1,653,087 33%
Total energy consumption 1,140,775 912,980 2,053,755 59% 882,799 1,687,404 2,570,203 33%
Mileage claims (miles) 33,359 8,426 41,785 27,487 12,595 40,082
The greenhouse gas reporting period is aligned to the financial reporting year. The Group reports emissions with reference to the
latest Greenhouse Gas Protocol Corporate Accounting and Reporting Standard (“GHG Protocol”) and Corporate Value Chain
(Scope 3) Accounting and Reporting Standard (“Scope 3 Standard”). The 2021 (for FY22) and 2022 (for FY23) UK Government GHG
Conversion Factors for Company Reporting are used to convert energy use in operations to emissions of tCO
2
e.
1 Absolute Scope 2 emissions calculated using the “market-based” method were 114tCO2e in FY23, a 58.5% decrease year-on-year compared to 275 tCO2e in FY22.
2 FY22 emissions are stated pro forma, inclusive of Experiences data. FY23 data is stated pro forma, inclusive of Experiences data for the full financial year.
3 The Group has not defined and does not currently use internal carbon prices.
4 FY23 is the first year in which the Group measured its Scope 3 emissions. The comparable data for FY22 is therefore not available.
5 Primary data is data provided by suppliers or others that directly relate to specific activities within the value chain.
6 The UK data also includes energy used within the factory located in Guernsey.
41
Strategic report Corporate governance Financial statements
TCFD Pillar 4: climate metrics and targets (continued)
Disclosure (b) – greenhouse gas emissions (continued)
FY23
3
FY22
3
GHG emissions (tCO
2
e) UK & Ireland
1
NL Rest of world Total UK & Ireland
1
NL Rest of world Total
Scope 1: Emissions from
combustion of gas
1 25 26 1 167 168
Scope 2: Emissions from
purchased electricity
220 285 505 90 290 380
Total operational
emissions (tCO
2
e)
221 310 531 91 457 548
Scope 1 and 2 Intensity
ratio: tCO
2
e/£1m of Gross
Profit
2.29 11.97 2.86 1.33 13.43 2.93
Scope 3: Emissions from indirect sources
Category 1: Purchased
goods and services
56,795 15,856 72,651 52,541 15,877 68,418
Category 2: Capital goods 3,523 2,758 6,281 969 601 1,570
Category 3: Fuel and
energy related activities
63 16 79 66 87 153
Category 4: Upstream
transportation and
distribution
248 22 270 1,654 28 1,682
Category 5: Waste
generated in operations
8 9 17 7 12 19
Category 6: Business travel 66 16 82 64 6 70
Category 7: Employee
commuting
1,095 236 1,331 1,052 252 1,304
Category 8: Upstream
leased assets
57 57 57 57
Category 9: Downstream
transportation and
distribution
2,699 1,168 188 4,055 2,895 1,504 136 4,535
Category 10: Processing of
sold products
2
N/a N/a N/a N/a N/a N/a N/a N/a
Category 11: Use of sold
products
11 1 12 28 28
Category 12: End of life
treatment of sold products
1,596 1,017 2,613 1,742 1,313 3,055
Category 13: Downstream
leased assets
37 37 37 37
Category 14: Franchises
2
N/a N/a N/a N/a N/a N/a N/a N/a
Category 15: Investments
2
N/a N/a N/a N/a N/a N/a N/a N/a
Scope 3: Emissions from
indirect sources
66,199 21,099 188 87,486 61,112 19,680 136 80,928
Total emissions (tCO
2
e) 66,420 21,409 188 88,017 61,203 20,137 136 81,476
Scope 3 Intensity ratio:
tCO
2
e/£1m of Gross Profit
356.70 113.69 1.01 471.40 326.80 105.24 0.73 432.77
1 The UK data also includes emissions produced within the factory located in Guernsey.
2 Categories 10, 14 and 15 are not applicable for the Group, as explained on page 44.
3 FY22 emissions are stated pro forma, inclusive of Experiences data. FY23 emissions are stated pro forma, inclusive of Experiences data for the full financial year.
Environmental, social and governance
Moonpig Group plc | Annual Report and Accounts 2023
42
Baseline years and reporting boundary
The baseline year for Scope 1 and 2 is FY20; this has been re-expressed to additionally capture Experiences following the acquisition of
this segment. For Scope 3 emissions, the baseline year is FY22, which was selected because it is the first year for which the Group had
the necessary understanding and data for each respective emissions category.
To ensure accurate progress tracking toward our targets, we may adjust the baseline year due to significant changes, such as
acquisitions or divestments, methodology or activity changes, or data errors. Restatement will only occur if the recalculated emissions
differ by more than 10% from the previously reported baseline year emissions. The Group will review and, if needed, recalculate and
validate our baseline and targets at least once every five years.
Our organisational emissions reporting boundary, as defined by the GHG Protocol, includes Moonpig Group and its subsidiaries,
taking an operational control approach. This method allows us to “manage what we measure”. As of 30 April 2023, Moonpig Group
consisted of eight controlled entities. Additional information on our subsidiary undertakings and controlled entities can be found in the
Note 25 to the Consolidated Financial Statements on page 180.
Our operational boundary covers Scope 1, Scope 2 and all twelve of the fifteen Scope 3 reporting categories set out in the Corporate
Value Chain (Scope 3) Accounting and Reporting Standard for which there are relevant activities in our value chain.
Category Methodology, data sources and quality, uncertainties, exclusions
Scope 1
Direct emissions from
owned or controlled
sources
We calculate natural gas consumption for our UK and Netherlands sites using data collected from
supplier invoices and the Group’s environmental management system. For transport, there were
no vehicles under the Group’s operational control and therefore no direct emissions related to
transportation.
Scope 2
Indirect emissions
from the generation of
purchased electricity,
steam, heating and
cooling
We calculate carbon emission factors for purchased electricity according to the “location-based”
method, which reflects the average emissions intensity of grids on which energy consumption occurs.
Data sources include billing, invoices and the Group’s internal environmental management system.
Scope 3
Category 1:
Purchased goods
and services
We use the “supplier specific” and “‘average-data” methods to calculate Category 1 emissions. We
gather primary weight data for purchased goods, secondary financial data for services, emission factors
and allocate emission data captured directly from suppliers where possible. By spend, 80% of gift
suppliers and 100% of packaging suppliers have provided the Group with primary or secondary data.
Where weight data is not available, we estimate emissions using other SKUs from the same product
category or use an average weight estimate calculated using similar products. For complex products,
we use the primary component material of the SKU to calculate emissions. Where suppliers don’t provide
emission factors, we obtain them from sources such as Sphera GaBi LCA, WRAP Emissions Factor
Database for Scope 3 GHG Measurement & Reporting Database, and UK Government GHG Conversion
Factors for Company Reporting 2019 and 2021.
For gift experiences, we calculate emissions per experience using internal data. For packaging we track
the tonnage of materials used. We also track expenditure on office and IT equipment and average
cloud data storage used. We use the “spend-based” method to capture service supplier emissions
across the Group.
Category 2:
Capital goods
This category relates to the use of IT equipment, plant and machinery, and fixtures and fittings.
Emissions are estimated using the Quantis Scope 3 Evaluator tool based on spend data per asset
category obtained from the fixed asset register.
Category 3:
Fuel and energy
related activities
This category includes emissions relating to the production of fuels and energy purchased and
consumed that are not included in Scope 1 or Scope 2.
Total emissions are determined using the “average-data” method outlined GHG Protocol: Corporate
Value Chain (Scope 3) Accounting and Reporting Standard. Industry average Scope 3 emissions factors
for each fuel type or natural gas/electricity source are applied to the relevant consumption volumes
captured using emissions management software.
Category 4:
Upstream transportation
and distribution
This category includes emissions from upstream transportation and distribution between our suppliers.
By spend, we have captured emissions for the top 80% of gift suppliers and 100% of packaging
suppliers.
We use the distance-based method to calculate total emissions in this category. This method calculates
emissions by multiplying internal data on the distance transported, the weight of goods transported
and relevant emission factors (average fuel consumption, average utilisation, average vehicle size and
associated GHG emissions). We calculate the weight of products and packaging delivered using a
weighted average, assuming delivery from a single location per supplier.
43
Strategic report Corporate governance Financial statements
Category Methodology, data sources and quality, uncertainties, exclusions
Scope 3 (continued)
Category 5:
Waste generated
in operations
Emissions include waste treatment in facilities owned or operated by third parties only. This is
categorised as an upstream Scope 3 category as waste management services are purchased by the
Group and includes all future emissions that result from waste generated in the year.
To calculate emissions, we use the “average-data” method by capturing total waste and disposal
methods in our ESG reporting tool, applying average emission factors for each disposal method.
Category 6:
Business travel
We apply the distance-based method to calculate flight and car emissions, using data from our internal
finance systems and expense claims together with industry average emissions factors from the UK Government
GHG Conversion Factors for Company Reporting 2021 based on the distance travelled. Likewise, for
accommodation we have obtained internal data and applied an industry average emission factor.
Rail travel emissions were not significant in FY22 due to Covid-related restrictions and subsequent hybrid
working practices. However these have been captured in FY23 and we intend to continue to capture rail
travel emissions in FY24.
Category 7:
Employee commuting
We estimate emissions from employee commuting using the Quantis Scope 3 Evaluator tool, based on
the average number of employees and average commuter distances. We also calculate homeworking
emissions considering office equipment and heating per FTE working hour using emissions factors from
the UK Government GHG Conversion Factors for Company Reporting.
Category 8:
Upstream leased assets
Category 8 emissions relate to licensed co-working office space and are calculated based on the
number of desks leased, average square footage per desk and average emission factors from the
Quantis Scope 3 Evaluator tool.
Category 9:
Downstream
transportation
and distribution
To collect Group emissions data, we reach out to suppliers where possible. Many of our supply chain
partners provide average emission factors per letter and parcel. In cases where we are unable to obtain
primary data, we use emission factors from similar transport and fulfilment suppliers as a proxy.
For air freight from our Guernsey factory to the Royal Mail depot on the mainland, we use the “distance-
based” method to calculate emissions. This method involves multiplying the appropriate emission factor
to the mass of the freight and a distance multiplier. While Royal Mail includes the Guernsey-to-mainland
UK flight in their overall average emissions per letter, this is an average for all letters delivered (not just
for Moonpig). We include this as part of our baseline calculation (given it is a significant element of our
downstream transport), whilst acknowledging the possibility of some double counting.
Category 10:
Processing of sold
products
Not applicable. The Group does not sell products that require further processing.
Category 11:
Use of sold products
To calculate emissions from our products we use a methodology that multiplies the lifetime number of
uses of each product by the quantity sold and an emission factor per use obtained from UK Government
GHG Conversion Factors for Company Reporting 2021.
To estimate the lifetime number of uses and energy usage per hour for each product category, we
follow the “average-data” method. We use average specifications for each product category to estimate
energy usage per hour, and secondary data for electricity consumed per use to estimate energy
usage for electronics. For alcohol usage, we use calculations based on wine, and we exclude indirect
emissions from beauty products as they are deemed immaterial.
Category 12:
End of life treatment
of sold products
To calculate emissions arising from the disposal of cards, gifts, and packaging we use using the
“waste-type-specific” method. We obtain weight data for specific product categories from suppliers
and internal systems. Average emission factors from the UK Government GHG Conversion Factors for
Company Reporting 2021 and WRAP Emissions Factor Database for Scope 3 GFG Measurement and
Reporting Database are used to determine the emissions associated with the proportion of waste
treated using various methods. When weight data is unavailable, we estimate this using data from other
products within the same category.
Category 13:
Downstream leased
assets
This includes Scope 1 and 2 emissions of the sub-tenant that occupies space on the Group’s head office
building. Primary data is obtained from the lessee.
Category 14:
Franchises
Not applicable. The Group does not operate as a franchiser.
Category 15:
Investments
The Group only operates a defined contribution pension scheme for its employees. As such, and in
accordance with the relevant regulations, we believe it is not appropriate to include this category within our
disclosure as the Group does not directly manage of control the investment decisions within the pension plan.
TCFD Pillar 4: climate metrics and targets (continued)
Disclosure (b) – greenhouse gas emissions (continued)
Baseline years and reporting boundary (continued)
Environmental, social and governance
Moonpig Group plc | Annual Report and Accounts 2023
44
Disclosure (c) – climate-related targets
The targets used by the Group to manage climate-related risks and opportunities are summarised below, together with performance
against these targets. These targets align to the Group’s ESG Goals 1 and 2, set out on page 29.
Absolute Scope 1 and 2 emissions (tCO2e)
2050
2030
FY23
FY22
FY21
FY20
710
677Baseline
548
531
Target
Target
68
339
We have set a goal to reduce absolute Scope 1 and 2 emissions
by at least 50% by 2030, and achieve at least a 90% reduction
by 2050, using FY20 as the baseline year.
The Scope 1 and 2 baseline validated by the SBTi was for
Moonpig and Greetz in FY20, which has been re-expressed for
the acquisition of Experiences (see page 30).
We reduced absolute Scope 1 emissions by 84.4% from
168tCO
2
e in FY22 to 26tCO
2
e in FY23. This reflects the closure
of our former Amsterdam office and fulfilment centre, which
enabled a decrease in our gas usage.
Absolute Scope 2 emissions increased by 32.9% from
380tCO
2
e in FY22 to 505tCO
2
e in FY23, as measured on a
location-based methodology. This was due to the opening of
our new Tamworth fulfilment centre in the UK and the shift
from our old gas-powered Amsterdam office and fulfilment
centre to the new Almere Fulfilment centre and Amsterdam
office, both contributing to increased electricity demand.
Scope 3 economic emissions intensity
(tCO2e/£1m of Gross Profit)
2050
FY23
FY22
Baseline
13
433
471
Target
We have set a long term goal to reduce Scope 3 emissions
intensity by 97% tCO
2
e/ £1m of Gross Profit by 2050, using FY22
asa baseline.
Absolute location-based Scope 3 emissions increased from
80,927tCO
2
e in FY22 to 87,486tCO
2
e in FY23, a rise of 8.1%.
This was primarily due to higher gift volumes, impacting
category 1 (Purchased Goods and Services), and capital
investments in fulfilment centres during FY23, affecting
category 2 (Capital Goods). Efforts to engage suppliers to
reduce emissions will start in FY24 are expected to contribute
to reductions in the future.
Proportion of Scope 3 emissions from suppliers with an
emissions reduction commitment aligned with SBTi criteria (%)
2030
FY23
67.0%
9.7%
Target
We have set a goal to obtain commitment from suppliers
representing 67% of Scope 3 emissions in setting net zero
emissions reduction targets aligned with SBTi criteria by
30April2030.
As at 30 April 2023, the Group had identified suppliers with
SBTi-aligned net zero commitments in place covering 9.7%
ofitsScope3 emissions.
45
Strategic report Corporate governance Financial statements
TCFD Pillar 4: climate metrics and targets (continued)
Disclosure (c) – climate-related targets
Climate transition plan
The Group is committed to achieving its climate-related targets set out above. As part of this commitment, the Board approved our
climate transition plan in April 2023. It is intended to address the long-term, assessed Medium impact market and technology risks
(labelled R2, R3 and R4 on pages 38 to 39) in a Paris Agreement Aligned (below 1.5°C) scenario, which envisage potential financial
impact from carbon tax and pricing mechanisms as well as potential reputation impact from failure to decarbonise the Group’s
products and/or value chain. It focuses on four pathways: sustainably sourced cards and gifts, low carbon delivery, low carbon
manufacturing and fulfilment, and more accurate emissions data measurement.
Pathway Objectives Areas of focus
Sustainably
sourced cards
andgifts
Cards and gifts represent the greatest proportion
of our Scope 3 emissions and so reducing the
emissions footprint of our purchased goods is the
highest priority in our transition plan.
We aim to evolve a lower carbon product
portfolio, continue to source sustainable paper
and packaging, and motivate our suppliers to
set and deliver specific emission reduction goals.
We will initially focus on three product
categories: flowers and plants, (24% of our
Scope 3 emissions in our FY22 baseline year),
food and drink (12% of our Scope 3 emissions in
our FY22 baseline year) and card, paper, and
packaging (6% of our Scope 3 emissions in our
FY22 baseline year).
Sustainable floristry: work with our flower and plant
suppliers, which have sustainability roadmaps already in
place. We will develop specific emission reduction plans,
and support initiatives to deliver these goals including
water usage reduction, waste reduction, and single-use
plastic reduction.
Sustainable food gifts: increase the proportion of food gifts
(comprising food, drink, alcohol and chocolate categories)
sold with carbon reduction plans in place focusing on risk
areas including being deforestation-free and containing
only sustainable palm oil, cocoa, and wood products.
Source products with verified certifications where possible.
Sustainable card, paper and packaging: continue to
sustainably source card, paper, and cardboard packaging
certified as FSC, PEFC or >80% recycled content. Reduce
single-use plastic packaging and increase recycled content
across our packaging range. Reduce packaging void space
to reduce transport emissions.
Low carbon
delivery
Upstream and downstream transport and
distribution together account for 6,216tCO
2
e
and 8% of our Scope 3 footprint in our FY22
baseline year. The ability to order late and for
the recipient to receive their gift the next day is a
key part of our offering.
To mitigate the risk that delivery partners fail to
decarbonise through their own ambition, we
are committed to engaging with those partners
on decarbonising their distribution networks, to
reducing the number of delivery miles required,
and increase the carbon efficiency of those
miles.
We will also expand our digital gifting offering to
reduce the need for physical transportation.
Digital gifting: we will expand our gifting offering to
increase the proportion of electronically fulfilled products to
reduce the need for physical product deliveries.
Reduce the number of shipments: we will minimise void
space in our packaging and combine orders into single
packages to reduce the number of shipments required.
Reduce transport miles: we will locate our operations close
to distribution hubs to reduce the distance travelled by our
deliveries.
Work with our partners: we will collaborate with our
delivery and third-party logistics partners on reducing
emissions from distribution by focusing on low carbon
distribution, low carbon last mile delivery, and low carbon
distribution centre operations.
Environmental, social and governance
Moonpig Group plc | Annual Report and Accounts 2023
46
Pathway Objectives Areas of focus
Low carbon
manufacturing
andfulfilment
Our Scope 1 and 2 emissions represent a small
proportion of our total footprint, but they are
areas within our direct control.
We aim to further reduce our emissions in
these areas, both through absolute reductions
in energy consumption and by increasing
renewable energy mix of consumption.
Increase energy efficiency of our sites: we plan to minimise
on-site data processing in favour of more efficient cloud
computing, manage energy demand between renewable
and non-renewable energy sources, and use technology to
reduce energy demand.
Power our sites through renewable energy: we will source
renewable electricity in all locations and use on-site solar
generation where possible.
Procurement: we will prioritise energy-efficiency when
procuring new assets or operating locations.
Implement low carbon transportation: we will invest in
low-emissions vehicles and optimise transportation routes to
reduce our emissions.
Engage employees: we will educate and engage
employees in low-carbon practices, such as turning off
equipment when not in use.
More accurate
emissions
measurement
More accurate measurement of Scope 3
emissions will enable us to develop more
effective emissions reduction strategies, and
better manage climate-related risks.
At present, we have a robust baseline calculated
on a consistent basis with the GHG Protocol,
and we have leveraged industry-specific
standards and frameworks to measure emissions
in our value chain.
However, as best practices evolve and we
support our suppliers to improve procedures, we
aim to progressively increase the accuracy of our
Scope 3 emissions data.
Primary data: we will increase the proportion of Scope 3
emissions that are measured using primary data, which
is provided by suppliers or others and directly relates to
specific activities within the value chain.
Data protocols: we will work closely with our suppliers to
establish clear and consistent data collection protocols,
ensuring that we receive accurate and complete data that
aligns with our requirements.
Data verification: we will establish procedures to validate
and verify data to ensure its accuracy, including verifying
data provided by suppliers, as well as conducting internal
audits to ensure that emissions from all relevant sources are
included.
Data management systems: we will continue to invest in
systems that allow for efficient data collection, analysis,
and reporting. This will involve using software tools and
platforms to collect and analyse data from a range of
sources, such as supplier surveys and customer data.
47
Strategic report Corporate governance Financial statements
Our people
Our people strategy is focused on promoting high performance,
high engagement and high levels of inclusion.
Training and development
The Group’s people are critical to the delivery of its strategy. We invest in both formal and informal delivery of learning and development
and recorded 1,715 hours of formal learning in FY23 (excluding mandatory compliance and systems training) (FY22: 890 hours).
Reward and pay
We pay all employees in the UK and Guernsey at or above both the legal minimum wage (National Living Wage) and the Real Living
Wage as defined by the Living Wage Foundation
*
. In the Netherlands we pay at or above the legal minimum wage (Minimumloon).
There is a Works Council in place at Greetz.
Gender and ethnicity data – leadership
6
Gender representation – whole business
1 Includes Executive Directors. All Board members have British nationality.
2 Comprises the Executive Committee excluding Executive Directors.
3 Comprises direct reports to the Executive Committee who are also members of the Extended Leadership Team.
4 Comprises the Executive Committee, Extended Leadership and the Executive Directors.
5 Ethnicity is special category data under Data Protection legislation and is therefore not collected and held for all employees. Data has been collected on the basis of
explicit consent for the purposes of monitoring racial and ethnic diversity at senior levels. In any instance where a relevant employee has not consented to the collection of
data, they are counted in the denominator but not the numerator for the percentage representation KPIs.
6 Data required to be disclosed under LR 9.8.6R(10) is shown in the Nomination Committee report on page 100.
* Guernsey employees are paid in line with the UK Real Living Wage as defined by the Living Wage Foundation for “rates outside London”.
As at 30 April 2023 Male Female Total
%
Female
Non-
minority
ethnic
5
Minority
ethnic
5
Total
%
Minority
ethnic
5
Non-
ethnic
minority
male
5
Women
& ethnic
minority
5
Total
5
%
Women
& ethnic
minority
5
Board
1
5 3 8 38% 6 2 8 25% 4 4 8 50%
Executive Committee
2
5 2 7 29% 6 1 7 14% 4 3 7 43%
Extended Leadership
3
19 14 33 42% 28 5 33 15% 15 18 33 55%
Combined Leadership Team
4
26 16 42 38% 35 7 42 17% 20 22 42 52%
As at 30 April 2023 As at 30 April 2022
As at 30 April 2023 Male Female Total
%
Female Male Female Total
%
Female
Board
1
5 3 8 38% 5 2 7 29%
Executive Committee
2
5 2 7 29% 5 2 7 29%
Extended Leadership
3
19 14 33 42% 14 11 25 44%
Total Group 360 375 735 51% 237 243 480 51%
As at 30 April 2022
Board
1
5 2 7 29% 6 1 7 14% 4 3 7 43%
Executive Committee
2
5 2 7 29% 5 2 7 29% 4 3 7 43%
Extended Leadership
3
14 11 25 44% 21 4 25 16% 11 14 25 56%
Combined Leadership Team
4
21 13 34 38% 27 7 34 21% 16 18 34 53%
Environmental, social and governance
Moonpig Group plc | Annual Report and Accounts 2023
48
Gender pay
The UK Government requires all legal entities with 250 or more employees to annually disclose their gender pay gap. We provide the
legally required disclosure for Moonpig.com Limited, together with voluntary disclosure for Moonpig Group.
The gender pay gap is not the same thing as equal pay. Equal pay relates to men and women performing the same job but being
paid differently, whereas the gender pay gap looks across all jobs at all levels within an organisation. Companies are required to
disclose the median gender pay gap and the mean gender pay gap, based on an annual “snapshot” of the employee population on
5 April.
Across Moonpig.com we have made progress in reducing the mean gender pay gap by 0.3%pts, with Moonpig Group maintaining its
FY22 position, however we have seen an increase in the median by 1.7%pts at Moonpig.com whilst the median across the Group has
decreased by 3.2%pts.
The gender pay gap at 5 April 2023 is largely due to relative under-representation of women in our technology function (which reflects
the wider societal challenge of female under-representation in technical roles), together with the current gender composition of the
Executive Committee. Whilst we have seen an increase in females in the upper pay quartile and a decrease in females in the lower
pay quartile, the number of males in the upper middle quartile has also increased.
Our long-term aim is to close the Group’s gender pay gap, through systemic action to balance gender representation across our
business, as set out in ESG Goal 4 (leadership representation of women) and Goal 7 (female new hires into technology roles), however
the impacts of these actions will take time to be fully realised.
Substantially all Moonpig and Greetz employees participate in an annual bonus scheme (which will be extended to Experiences for
FY24), with payments made in July. The figures for the proportion of employees receiving a bonus (including the differences between
male and female employees) simply reflect the fact that as at the snapshot date, employees hired during FY23 had not yet had their
first annual bonus payment opportunity. This is especially the case during a period when the Group has expanded its number of
employees.
Proportion of male and female employees across the Group on 5 April:
April 2023 April 2022 YoY
Female Male Female Male Female Male
Moonpig Group 50.6% 49.4% 50.1% 49.9% 0.5%pts (0.5)%pts
Moonpig.com Limited 47.4% 52.6% 47.8% 52.2% (0.4)%pts 0.4%pts
Difference in average pay for male and female employees, calculated in line with gender pay gap legislation:
April 2023 April 2022 YoY
Mean Median Mean Median Mean Median
Moonpig Group Hourly rate 29.6% 29.2% 29.7% 32.4% 0.0%pts 3.2%pts
Bonus rate 52.1% 41.6% 45.8% 46.1% (6.3)%pts 4.5%pts
Moonpig.com Limited Hourly rate 26.6% 32.3% 26.9% 30.6% 0.3%pts (1.7)%pts
Bonus rate 38.5% 35.9% 44.8% 45.8% 6.3%pts 10.2%pts
Proportion of male and female employees receiving a bonus:
April 2023 April 2022 YoY
Female Male Female Male Female Male
Moonpig Group 56.2% 55.8% 63.5% 63.8% (7.3)%pts (8.0)%pts
Moonpig.com Limited 63.9% 61.3% 58.2% 57.1% 5.7%pts 4.2%pts
The proportion of women and men in each payroll quartile:
2023 2022
Upper
quartile
Upper
middle
quartile
Lower
middle
quartile
Lower
quartile
Upper
quartile
Upper
middle
quartile
Lower
middle
quartile
Lower
quartile
Moonpig Group Female 39.3% 46.2% 60.9% 57.5% 30.2% 48.3% 56.9% 65.0%
Male 60.7% 53.8% 39.1% 42.5% 69.8% 51.7% 43.1% 35.0%
Moonpig.com Limited Female 30.4% 42.3% 60.6% 57.3% 27.4% 37.8% 51.4% 74.3%
Male 69.6% 57.7% 39.4% 42.7% 72.6% 62.2% 48.6% 25.7%
49
Strategic report Corporate governance Financial statements
Our communities
We support local community groups, the technology sector and customers.
Kick starting careers in tech
through apprenticeships
Our apprenticeship scheme focuses on
people wanting to change careers into
technology roles. Moonpig apprentices
get hands-on experience and training to
develop their coding skills and secure a
career in technology. We ensure that a
wide range of candidates can participate.
Apprenticeships benefit the community,
are a source of new technology talent for
our growing business and we intend to
expand the programme in future periods.
Corporate citizenship and philanthropy
Through the Moonpig Group Foundation, we support initiatives that create connections and spark moments of joy in our communities.
The Foundation is an account within the Charities Aid Foundation (“CAF”), a donor-advised fund and Registered Charity (Number
268369). Governance of the charity itself is provided by the trustees of the CAF. Giving requests for the Moonpig Group Foundation to
donate to other charities are managed internally by a charity committee that is chaired by the CEO.
We have several mechanisms in place to facilitate employee engagement and involvement with our charitable partners. The Moonpig
Group Foundation provides our employees with access to matched funding and payroll giving to increase the value of their donations.
We also encourage our skilled and motivated workforce to volunteer for causes, allowing paid time off to do so.
1 Cumulative since the Foundation was set up in January 2021
£000 FY23 FY22 Cumulative
1
Donations by Moonpig Group to the Foundation 70 75
Donations by Moonpig Group to other charities 6
Total donations made by Moonpig Group 70 81
Donations by the Foundation to other charities 211 189 444
Environmental, social and governance
Moonpig Group plc | Annual Report and Accounts 2023
50
Inspiring young women to join the
technology sector
We have partnered with Stemettes, a registered
charity that works to encourage young women
and non-binary individuals in the early stages of
their careers in technology. At regular interactive
workshops, held in our London and Manchester
offices, participants learn to code and female
Moonpig leaders take participants through
technical challenges based on real-life business
scenarios to encourage critical thinking. We have
also provided agile certifications, leadership skills
training and female mentors from our business.
We have partnered with Cajigo in FY23, a
technology platform focused on empowering and
up-skilling women into STEM careers, we have been
able to provide a structured mentoring programme
that has supported over 1,500 females. Through
the delivery of collaborative digital workshops,
panels, talks and mentoring sessions on topics from
software engineering to cyber security we continue
to help our attendees develop the skills and
knowledge to approach the technology industry
with confidence.
Representing our communities
in card designs
At Moonpig and Greetz, we place importance upon
inclusivity in our greeting card designs. To achieve
this, we use placeholder images that represent a
diverse range of ethnicities, sexual orientations,
physical abilities and religious beliefs and we
encourage our publishing partners to do the same.
We also use the Group’s Global Design Platform to
cater to different segments of our customer base.
In previous years, we have for instance introduced
an expanded range of LGBTQ+ cards, Diwali
cards and Welsh language designs. In FY23, we
introduced new designs featuring sign language
and wheelchair use, as well as sentiment cards
for difficult situations such as baby loss and IVF
treatment.
Alcohol sales
We are aware that some investors require visibility of
exposure to alcohol sales. The proportion of revenue
generated from alcohol products during FY23 was 5.2%
(FY22: 6.5%). We expect this percentage to be lower
in future years, reflecting the acquisition of Experiences
and the ongoing broadening of the Group’s gifting
range.
51
Strategic report Corporate governance Financial statements
This is the Groups inaugural disclosure against the SASB Standards maintained by the International Sustainability
Standards Board of the IFRS Foundation and is aligned to the E-Commerce SASB Standard. Use of SASB Standards
is voluntary, and the standards specify that it is for the reporting entity to determine which disclosure topics are
financially material to its business and which associated metrics to report. Where the Group does not currently
provide disclosure metrics, this is indicated in the table below.
SASB Standards
Topic SASB Accounting or Activity Metric SASB Code Moonpig Group Disclosure
Hardware,
Infrastructure
Energy & Water
Management
(1) Total energy consumed,
(2) percentage grid electricity,
(3) percentage renewable
CG-EC-130a.1 (1) 2,053,755kWh (FY22: 2,570,203kWh).
(2) 36% (FY22: 49%).
(3) 64% (FY22: 51%).
(1) Total water withdrawn,
(2) total water consumed, percentage
of each in regions with High or
Extremely High Baseline Water
Stress
CG-EC-130a.2 (1) 6,394 (FY22: 3,403).
(2) 6,394 (FY22: 3,403).
Discussion of the integration of
environmental considerations into
strategic planning for data centre
needs
CG-EC-130a.3 We handle most of our data in the cloud and during the year, we
reduced the number of internal data centres from two to one. Our
Cloud services are provided by AWS, who have committed to 100%
renewable energy by 2025. Our one remaining internal data centre in the
Netherlands is powered by 100% renewable electricity. We have no plans
to expand the number of data centres or increase energy consumption at
the existing data centre.
Data Privacy
& Advertising
Standards
Number of users whose information is
used for secondary purposes
CG-EC-220a.1 The Group does not provide quantitative disclosure. The Group provides
its customers transparency where personal data is collected within our
privacy and cookies notices. Where a customer opts in, data collected
is primarily used to improve our services and enable users to enjoy a
personalised user experience on our own website and app. As soon as
personal data is no longer required, it is either deleted or anonymised.
Description of policies and practices
relating to behavioural advertising
and user privacy
CG-EC-220a.2 We are committed to protecting the privacy of our customers and the
confidentiality of the data processed in the course of our business. Our
privacy notice is provided to all customers. It clearly and transparently
details how and for what purpose, customer data is processed and
sets out customer rights in relation to this processing. Additionally, our
customers are provided access to our Cookie policy and can manage
and update their preferences in relation to them. The Group has a
dedicated Technology Security Team and Protection Office who carry out
privacy impact assessments.
Data Security Description of approach to identifying
and addressing data security risks
CG-EC-230a.1 The Group operates a “three lines of defence” model for the management
and mitigation of risks relating to data security, including robust data
security procedures and the maintenance of a detailed data security
risk register. Further detail is set out in our Technology Security and Data
Protection disclosure on page 71.
(1) Number of data breaches,
(2) percentage involving personally
identifiable information (“PII”),
(3) number of users affected
CG-EC-230a.2 The Group does not disclose this.
Environmental, social and governance
Moonpig Group plc | Annual Report and Accounts 2023
52
Topic SASB Accounting or Activity Metric SASB Code Moonpig Group Disclosure
Employee
Recruitment,
Inclusion &
Performance
Employee engagement as a
percentage
CG-EC-330a.1 Engagement score
1
averaged 61% across two surveys conducted in FY23
(FY22: 65%).
(1) Voluntary and
(2) involuntary turnover rate for all
employees
CG-EC-330a.2 Voluntary staff turnover for FY23 was 22.8% (FY22: 22.6%). Involuntary
staff turnover for FY23 was 13.1% (FY22: 7.3%). These figures are stated
excluding the direct workforce at our fulfilment and production centres
and exclude casual and fixed-term staff and contractors.
Percentage of gender and racial/
ethnic group representation for
(1) management,
(2) technical staff, and
(3) all other employees
CG-EC-330a.3 Percentage of female employees in the respective roles at 30 April 2023
was:
(1) 39.6% (FY22: 38.5%);
(2) 34.0% (FY22: 33.3%);
(3) 61.2% (FY22: 59.6%).
The Group discloses ethnicity data for senior leaders on page 48.
Equivalent data is not provided for all employees due to legal restrictions
on the ability to gather a reliable dataset of such information.
Percentage of technical employees
who are foreign nationals
2
CG-EC-330a.4 As at 30 April 2023, the percentage of visa holders was 5.9% of total
employees (FY22: 1.4%). The Group ensures sponsorship requirements are
met for all visa-holding employees.
Product
Packaging &
Distribution
Total GHG footprint of product
shipments
CG-EC-410a.1 Scope 3 Category 9 emissions for the year were 4,055tCO
2
e (FY22:
4,534tCO
2
e).
Discussion of strategies to reduce
the environmental impact of product
delivery
CG-EC-410a.2 The acquisition of Experiences introduced digital gifting to the Group’s
proposition. We have rolled out video messages in greeting cards across
the Moonpig card design range and there is ongoing work to build
digital gift experiences capability.
In addition, our two new operational facilities were chosen close to
transport networks, reducing product delivery emissions from warehouses
to distributor depots.
Activity Metrics Entity-defined measure of user activity CG-EC-000.A The Group’s chosen disclosure is the number of orders fulfilled in the year
at Moonpig and Greetz, which was 33.8m in FY23 (FY22: 39.8m).
Data processing capacity, percentage
outsourced
CG-EC-000.B The Group does not disclose this.
Number of shipments CG-EC-000.C The Group does not disclose this.
1 This metric is measured for Moonpig and Greetz only. Engagement data for the Experiences segment will be added in FY24.
2 This metric has been changed to reflect the jurisdictions where Moonpig Group operates.
53
Strategic report Corporate governance Financial statements
FY22
£304.3m
£69.7m
£234.7m
FY23
£320.1m
£55.4m
£41.6m
£223.1m
Moonpig
Greetz
Experiences
FY22
£145.1m
£39.2m
£105.9m
FY23
£162.4m
£30.1m
£41.6m
£90.7m
Moonpig
Greetz
Experiences
FY22 FY23
49.3%
56.1%
FY22 FY23
86.5%
88.6%
FY22 FY23
£7.7
£8.2
FY22 FY23
39.8m
33.8m
The Group uses a range of financial and non-financial
KPIs to measure strategic performance.
Revenue
m)
Gifting revenue
m)
Gross margin rate
(% Total revenue)
£320.1m £162.4m 56.1%
Revenue increased by 5.2% year-on-year. The
growth was driven by incremental revenue from
the Experiences acquisition, partially offset by
annualisation against the positive impact from prior
year lockdown restrictions at Moonpig and Greetz.
The year-on-year revenue decrease (8.5%) at
Moonpig and Greetz also reflects the impact of the
consumer economic downturn in the UK and the
Netherlands from October 2022 onwards.
Gifting mix of revenue increased from 47.7% in FY22
to 50.7% in FY23, reflecting the acquisition of the
Experiences segment.
Like-for-like gifting revenue mix for Moonpig and
Greetz decreased to 43.4% in FY23. This primarily
reflects card price rises, which resulted in higher
cards revenue per order. It also reflects fewer
card orders, due to annualisation against periods
impacted by Covid. In a business model which starts
with the card and inspires customers to attach a
gift as a cross-sell, this reduces the opportunities for
customers to purchase attached gifts. There was
also an impact from consumers trading down to
lower price points.
Like-for-like gross margin rate for Moonpig and
Greetz increased from 49.3% in FY22 to 50.8%
in FY23. This was driven by the prioritisation
of resources towards higher-margin cards,
management actions to improve intake margin and
the use of our personalised promotions engine to
target discounts.
Consolidated gross margin rate was 56.1%, which
additionally reflected the mix impact from the
acquisition of Experiences. This segment has a
relatively high gross margin rate since it generates
revenue through agency commissions earned from
partners for the distribution of experiences, rather
than the gross transaction value.
Orders
Moonpig and Greetz (m)
Average order value (“AOV”)
Moonpig and Greetz (£ Revenue per order)
Existing customer mix
Moonpig and Greetz (% Total revenue)
33.8m £8.2 88.6%
The number of orders at Moonpig and Greetz
decreased by 14.9% year on year. The decrease
reflects annualisation against the positive prior year
impact from Covid restrictions.
We have also seen an impact from economic
downturn in both the UK and the Netherlands, in
particular impacting demand from new customers.
AOV at Moonpig and Greetz has increased by 7.6%
year on year.
Card price increases were the primary driver of AOV
growth, alongside more targeted use of promotional
discounting. Lower-than-expected increases in
average selling prices for gifting have partially
offset this growth, as customers have traded down.
The Experiences segment is not included in the
calculation of average order value as revenue
per order is not directly comparable. It represents
agency commission earned from suppliers rather
than amounts earned from consumers.
Our strategy at Moonpig and Greetz is centred
around acquiring loyal customer cohorts that
generate recurring revenue. In FY23, 88.6% of
revenue at these brands came from existing
customers (FY22: 86.5%).
The long-term value of these customer cohorts is
strengthened by our data and technology platform.
Our database of 84m reminders (April 2022: 72m)
allows us to communicate directly with customers
at key moments of purchase intent, providing
a personalised experience and deepening our
relationships with them.
This metric is less relevant for the Experiences
segment, for which our strategy is focused around
driving recipient-to-customer conversion.
Key performance indicators
Moonpig Group plc | Annual Report and Accounts 2023
54
£12.9m
£9.7m
FY22
£74.9m
FY23
£84.2m
Moonpig
Greetz
Experiences
FY22 FY23
9.3p
7.8p
FY22 FY23
24.6%
26.3%
FY22 FY23
79.6%
67.0%
FY22 FY23
1.12x
1.97x
FY22
£9.7m
£8.3m
FY23
£22.6m
Tangible
Intangible
£1.4m
£11.3m
£13.0m
£59.9m
£15.8m
£59.1m
Adjusted EBITDA
1
m)
Adjusted EBITDA margin
1
(% Total revenue)
Basic earnings per share
(pence)
£84.2m 26.3% 7.8 p
Adjusted EBITDA increased by 12.4% year-on-year,
driven by the acquisition of Experiences.
If Experiences had been owned from the start of
the year, its contribution to consolidated Adjusted
EBITDA would have been £14.0m.
Like-for-like Adjusted EBITDA for Moonpig and
Greetz decreased from £74.9m in FY22 to £71.2m in
FY23. This was driven by lower revenue at Greetz,
reflecting annualisation against the positive impact
of Covid on prior year trading and the impact of the
consumer economic downturn from October 2022
onwards.
To mitigate the reduction in revenue, gross margin
rate was improved, we maintained our existing
payback thresholds for marketing activity and
indirect costs were carefully managed.
Adjusted EBITDA margin rate increased to 26.3% in
FY23. This reflects actions taken to deliver absolute
Adjusted EBITDA notwithstanding the challenging
external environment. These actions included card
price increases, a higher revenue mix of cards versus
gifting, a moderate reduction in marketing spend
and tight control of indirect costs.
At Moonpig, Adjusted EBITDA margin increased
year-on-year by 1.6%pts as a result of these actions.
It decreased by 2.4%pts at Greetz, reflecting
atypically low intensity of promotional activity in
FY22, in particular in the first half of the year.
There was also a 0.8%pts impact from consolidation
of the Experiences segment, at which margins are
higher as its revenue comprises agency commission
earned from partners for the distribution of
experiences, rather than the gross transaction value.
Basic EPS decreased from 9.3p in FY22 to 7.8p in
FY23, primarily due to the impact of Adjusting Items,
namely £8.7m of legacy pre-IPO remuneration and
£4.4m of transaction costs relating to the acquisition
of Experiences.
Adjusted basic EPS
1
was 12.3p in FY22 and 11.1p in
FY23. The decrease reflected higher depreciation,
driven by tangible investment in the Group’s
new leasehold operational facilities and higher
amortisation driven by growth in technology
function headcount and higher intangible capital
expenditure.
There was also an increase in finance charges in
FY23 resulting from base rate increases, interest
rate hedging costs and additional debt to fund the
acquisition of Experiences.
Operating cash conversion
1
(%)
Capital expenditure
m)
Net debt to pro forma
Adjusted EBITDA
1
(Ratio)
67.0% £22.6m 1.97x
Operating cash conversion in FY23 reflected the
year-on-year step-up in capital expenditure of
£12.9m, which is equivalent to 15%pts of conversion
rate. This included tangible capex on the fit-out of
new operational facilities, which is not expected to
recur in future periods.
Operating cash conversion in FY22 was affected
by the unwind of an opening creditor position, as
payments were made to suppliers in May 2021 for
inventory and marketing relating to strong trading
during full lockdown in Spring 2021.
Capital expenditure comprises acquired tangible
fixed assets and internally generated intangible
assets. It excludes IFRS 16 right-of-use assets.
Tangible capital expenditure increased from £1.4m
to £9.7m reflecting the fit-out of new operations
facilities in the UK and the Netherlands on ten-year
leases. Tangible capex is expected to reduce to
below £2m per annum from FY24 onwards.
Intangible capital expenditure increased from
£8.3m to £12.9m reflecting an increase in headcount
within the Groups technology organisation. It is
intended that this will remain in place.
Total capital expenditure is expected to decrease to
approximately 5% of revenue in future years, which
is broadly in line with the pre-Covid ratio.
Net debt to pro forma Adjusted EBITDA was 1.97x at
30 April 2023. The year-on-year increase primarily
reflects the acquisition of Experiences, which
was funded through cash on balance sheet and
additional senior debt.
The ratio reduced from 2.45x at 31 October 2022,
with deleveraging driven by seasonally strong
operating cash flow.
1 Adjusted EBITDA, Adjusted EBITDA margin, net debt, net debt to pro forma Adjusted EBITDA, Adjusted EPS and operating cash conversion are Alternative Performance
Measures. Refer to pages 188 to 189.
2 In addition to the above, specific environmental and employee KPIs are set out in the ESG section on pages 28 to 53.
55
Strategic report Corporate governance Financial statements
Overview
Throughout the year our resilient, profitable and cash-generative
business model has enabled us to maintain investment in the
drivers of expected long-term growth. We have increased the
size of our technology team and transitioned its focus from
re-platforming to customer-facing growth initiatives. We have
invested in our operational network by opening new facilities
on ten-year leases in Almere, Netherlands and Tamworth,
UK. Although we reduced marketing spend to maintain its
efficiency in the light of lower year-on-year online search engine
impressions, we have maintained revenue from new customers
above pre-pandemic levels.
We also completed the acquisition of Red Letter Days and
Buyagift, welcoming them to the Group as our Experiences
segment. Following acquisition, we have implemented significant
operational changes, including appointing a new Managing
Director and leadership team, commencing modernisation of
the Experiences technology platform, relocating fulfilment to
Tamworth, outsourcing customer services, and co-locating
Experiences employees at the Group’s head office.
The Groups profitable and cash-generative model
has allowed us to continue investing in the drivers
of expected future growth, whilst delivering resilient
financial performance.
As expected, the Group’s robust generation of operating cash
flows has driven rapid deleveraging. We increased borrowings
to fund the acquisition of Experiences in July 2022, since when
net debt to pro forma Adjusted EBITDA has reduced to 2.45x as
at 31 October 2022 and 1.97x as at 30 April 2023, with further
reduction expected in the year ahead. Both liquidity headroom
and covenant headroom remain substantial.
Despite the economic downturn that impacted our business
from October 2022, the Group delivered Adjusted EBITDA of
£84.2m, with Moonpig and Greetz contributing £71.2m of the
total. These figures surpass the level implied by guidance in the
IPO Prospectus and demonstrate the key strengths of the Group’s
differentiated financial model, which are: resilience rooted in
loyal customer cohorts and the characteristics of the greeting
card market; flexibility to respond rapidly to market changes;
sustainably highprofit margins; and strong cash generation.
Chief Financial Officer’s review
Moonpig Group plc | Annual Report and Accounts 2023
56
Financial performance – Group
Year ended
30 April 2023
Year ended
30 April 2022
Year-on-year
growth %
Revenue (£m) 320.1 304.3 5.2%
Gross profit (£m) 179.7 150.1 19.7%
Gross margin (%) 56.1% 49.3% 6.8%pts
Adjusted EBITDA (£m)
1
84.2 74.9 12.4%
Adjusted EBITDA margin (%)
1
26.3% 24.6% 1.7%pts
Reported profit before taxation (£m) 34.9 40.0 (12.6%)
Adjusted profit before taxation (£m)
1
48.0 51.5 (6.9%)
Earnings per share basic (pence)
2
7.8 9.3 (15.6%)
Earnings per share diluted (pence)
2
7.7 9.1 (15.6%)
Net debt (£m)
3
( 167.7 ) (83.8) (100.0%)
1 Before adjusting items of £13.1m in FY23 and £11.6m in FY22. See Adjusting Items at Note 5 and definition of Alternative Performance Measures on page 188.
2 Earnings per share not disclosed for periods arising prior to the Group’s formation because of the pre-IPO reorganisation in February 2021.
3 Net debt is defined as total borrowings, inclusive of lease liabilities, less cash and cash equivalents.
Trading performance in FY23 has demonstrated the resilience of our business with the Group delivering Adjusted EBITDA of £84.2m
(FY22: £74.9m) despite the economic context. The acquisition of Experiences contributed £13.0m of Adjusted EBITDA which broadly
offset the impact of the post-Covid reversion in trading at Moonpig and Greetz. The delivery of Adjusted EBITDA margin of 26.3%
(FY22: 24.6%) was made possible through a combination of price optimisation, improvements to gross margin rate, resource
allocation decisions (for instance shifting marketing activity into peak trading periods) and efficient management of indirect costs.
Year-on-year revenue growth of 5.2% reflects the acquisition of Experiences, partially offset by the positive impact on prior year from
lockdown restrictions at Moonpig and Greetz. The most resilient areas of trading included greeting card orders (reflecting the overall
market’s low sensitivity to GDP changes), orders from existing customer cohorts and the proportion of orders with attached gifts. More
challenging economic conditions have primarily impacted new customer acquisition levels and the average selling price of gifts, as
some customers opted for lower-priced items.
Adjusted PBT was £48.0m (FY22: £51.5m), with the decrease resulting from higher finance charges and increases in depreciation and
amortisation. Higher finance charges were driven by additional borrowings to fund the Experiences acquisition and rising interest
rates, partially offset by the Group’s hedging arrangements. The increase in depreciation and amortisation reflects the full year impact
of the Group’s technology development investments, and the depreciation of fit-out costs and right-of-use assets related to the new
leasehold operational facilities. Reported PBT additionally reflected the impact of Adjusting Items, which comprised pre-IPO incentive
scheme costs and M&A transaction costs.
Net debt is a non-GAAP measure and is defined as total borrowings, inclusive of lease liabilities, less cash and cash equivalents.
Group net debt as at 30 April 2023 was £167.7m (FY22: £83.8m), resulting in a ratio of net debt to pro forma Adjusted EBITDA of 1.97x.
The year-on-year increase in net debt reflects financing for the acquisition of Experiences and initial recognition of an additional lease
for the new operational facility at Almere, Netherlands.
57
Strategic report Corporate governance Financial statements
Revenue
Year ended
30 April 2023
Year ended
30 April 2022
Year-on-year
growth %
Moonpig and Greetz orders (m) 33.8 39.8 (14.9%)
Moonpig and Greetz AOV (£ per order) 8.2 7.7 7.6%
Moonpig and Greetz revenue (£m) 278.5 304.3 (8.5%)
Moonpig revenue (£m) 223.1 234.7 (4.9%)
Greetz revenue (£m) 55.4 69.7 (20.4%)
Moonpig and Greetz revenue (£m) 278.5 304.3 (8.5%)
Experiences revenue (£m) 41.6 N/a
Group revenue (£m) 320.1 304.3 5.2%
Group revenue increased by 5.2% year-on-year, reflecting annualisation against the prior year impact on sales from lockdown
restrictions, offset in part by the consolidation of £41.6m revenue from Experiences from 13 July 2022 onwards.
Moonpig and Greetz revenue decreased year-on-year by 8.5%:
Management estimates that FY22 revenue included approximately £39m resulting from the impact of Covid lockdowns on
customer order frequency, translating to an approximate 13% effect on FY23 growth. This estimation is based on a comparison of
actual customer behaviour at the individual cohort level against historical pre-Covid behaviour for similarly aged cohorts, which
generally displayed consistency over time. Although rooted in analysis, this assessment unavoidably involves some subjectivity and
should be considered a management belief statement.
Orders decreased by 14.9%, primarily driven by the impact of annualisation against periods of Covid lockdown. The
macroeconomic downturn from October 2022 onwards also affected the level of orders from new customers in the UK and the
Netherlands. There was also a more limited impact in the UK from industrial action at Royal Mail affecting trading in the months
leading up to Christmas 2022.
Average Order Value increased by 7.6% year-on-year, reflecting card price increases and more targeted use of promotional
discounting, offset in part by lower average selling prices on gifting as customers traded down to cheaper price points in view of
macroeconomic pressures.
Consistent with previous periods, the movement in year-on-year revenue remained stronger at Moonpig than at Greetz, supported
by sustained investment in technology over the last four years. Greetz was successfully migrated onto our unified technology platform
during September 2022, which we expect will contribute to future revenue growth. Greetz also faced tougher prior year comparatives
due to full lockdown measures in the Netherlands from November 2021 to February 2022, in contrast to voluntary social distancing
guidelines effective in the UK during the same period.
Experiences revenue was £41.6m and represents agency commission earned from partners for the distribution of experiences rather
than the gross transaction value. Full year revenue increased from £43.8m in FY22 to £47.9m in FY23, with year-on-year growth
decelerating from 19.4% in H1 FY23 to 4.1% in H2 FY23 due to the macroeconomic downturn.
Gifting mix of revenue
Year ended
30 April 2023
Year ended
30 April 2022
Year-on-year
growth %
Moonpig and Greetz cards revenue (£m) 157.7 159.2 (1.0%)
Moonpig and Greetz attached gifting revenue (£m) 109.4 129.8 (15.8%)
Moonpig and Greetz standalone gifting revenue (£m) 11.5 15.3 (24.7%)
Moonpig and Greetz revenue (£m) 278.5 304.3 (8.5%)
Experiences gifting revenue (£m) 41.6 N/a
Group revenue (£m) 320.1 304.3 5.2%
Moonpig / Greetz total gifting revenue (£m) 120.9 145.1 (16.7%)
Moonpig / Greetz gifting revenue mix (%) 43.4% 47.7% (4.3%pts)
Group gifting mix of revenue (%) 50.7% 47.7% 3.0%pts
The Group’s gifting mix of revenue increased to 50.7% (FY22: 47.7%) driven by the acquisition of Experiences. At Moonpig and Greetz,
gifting mix of revenue decreased to 43.4% (FY22: 47.7%). Cards revenue benefited from price changes in the UK, whilst gifting revenue
was adversely impacted by consumers trading down to lower price points in both the UK and the Netherlands. Our inventory-light
model enables us to flex our offering at short notice and we have reacted to changing demand patterns by strengthening the gifting
range at lower price points.
Chief Financial Officer’s review
Moonpig Group plc | Annual Report and Accounts 2023
58
Gross margin rate
Year ended
30 April 2023
Year ended
30 April 2022
Year-on-year
growth %
Moonpig gross margin (%) 51.8% 49.5% 2.3%pts
Greetz gross margin (%) 46.8% 48.9% (2.1%pts)
Moonpig and Greetz gross margin (%) 50.8% 49.3% 1.5%pts
Experiences gross margin (%) 92.0% N/a N/a
Group gross margin (%) 56.1% 49.3% 6.8%pts
Gross margin rate strengthened year-on-year at Moonpig, reflecting greeting card price changes, management action to improve
intake margin on gifts, the category mix impact of prioritising resources towards higher-margin cards and the use of our personalised
promotions engine to target discounts. The year-on-year trend in gross margin rate at Greetz reflects atypically low intensity of
promotional activity last year.
Experiences gross margin stood at 92.0%, with the cost of goods relating primarily to packaging and distribution for those orders
requiring physical gift box delivery rather than digital fulfilment. Full year gross margin rate increased from 84.3% in FY22 to 92.3%
in FY23, reflecting growth in high-margin revenue from upselling to recipients, consistent application of fees for voucher extension
(waived during lockdown), revenue growth through third-party websites where retail partners cover shipping costs and an increase in
the proportion of orders fulfilled digitally. In addition, we have seen redemptions of experience vouchers issued during the pandemic
5% lower than implied by the historical trend, causing an increase in the deferred liability when compared to normalised redemption
levels. Experiences gross margin rate is expected to remain stable at around the FY23 level into next year and beyond.
Adjusted EBITDA margin
Year ended
30 April 2023
Year ended
30 April 2022
Year-on-year
growth %
Moonpig Adjusted EBITDA margin % 26.8% 25.2% 1.6%pts
Greetz Adjusted EBITDA margin % 20.3% 22.7% (2.4%pts)
Moonpig and Greetz Adjusted EBITDA margin % 25.5% 24.6% 0.9%pts
Experiences Adjusted EBITDA margin % 31.4% N/a N/a
Group Adjusted EBITDA margin % 26.3% 24.6% 1.7%pts
Group Adjusted EBITDA margin rate was 26.3% (FY22: 24.6%) reflecting the first-time consolidation of Experiences and the actions
taken by management to maintain absolute Adjusted EBITDA in more challenging trading conditions.
Moonpig Adjusted EBITDA margin rate increased by 1.6%pts to 26.8%, reflecting card price increases, gross margin discipline and
careful management of indirect costs. Greetz Adjusted EBITDA margin decreased by 2.4% to 20.3% reflecting planned additional
promotional activity to incentivise customer migration to the new Greetz apps.
Experiences Adjusted EBITDA margin rate was 31.4%, (FY22 full year: 31.1%). The impact of higher gross margin rate was
offset by operational restructuring costs for customer service outsourcing, relocation of fulfilment, head office relocation and
employee severance.
59
Strategic report Corporate governance Financial statements
Alternative Performance Measures
The Group has identified certain Alternative Performance Measures (“APMs”) that it believes provide additional useful information on
the performance of the Group. These APMs are not defined within IFRS and are not intended to substitute or be considered as superior
to IFRS measures. Furthermore, these APMs may not necessarily be comparable to similarly titled measures used by other companies.
The Group’s Directors and management use these APMs in conjunction with IFRS measures when budgeting, planning and reviewing
business performance. Executive management bonus targets include an Adjusted EBITDA measure and long-term incentive plans
include an Adjusted Basic Pre-Tax Earnings Per Share (“EPS”) measure.
Year ended
30 April 2023
Year ended
30 April 2022
Year-on-year
growth %
IFRS
Measures
£m
Adjusted
Measures
1
£m
IFRS
Measures
£m
Adjusted
Measures
1
£m
Pre-IPO share-based payment charges (5.4) ( 7.0) 23.0%
Pre-IPO bonus awards (3.3) (3.6) 9.8%
M&A related transaction costs (4.4) (0.9) (373.7%)
Total Adjusting Items (13.1) (11.6) (12.9%)
Revenue 320.1 320.1 304.3 304.3 5.2% 5.2%
PAT 26.6 37.9 31.4 41.7 (15.4%) (9.1%)
Taxation (8.3) (10.1) (8.5) (9.9) 2.6% (2.0%)
PBT 34.9 48.0 40.0 51.5 (12.6%) (6.8%)
PBT margin 10.9% 15.0% 13.1% 16.9% (2.2%pts) ( 1.9%pts)
Finance costs (13.6) (13.6) (9.0) (9.0) (51.2%) (51.2%)
EBIT 48.5 61.5 48.9 60.5 (0.8%) 1.8%
EBIT margin 15.2% 19.2% 16.1% 19.9% (0.9%pt s) (0.7%pts)
Depreciation and amortisation (22.7) (22.7) (14.4) (14.4) (5 7.7%) (57.7%)
EBITDA 71.1 84.2 63.3 74.9 12.3% 12.4%
EBITDA margin 22.2% 26.3% 20.8% 24.6% 1.4%pts 1.7%pts
1 See Adjusting Items at Note 5.
The definitions for the adjusted measures in the table are as follows:
Adjusted PAT is profit after taxation and before Adjusting Items.
Adjusted PBT is profit before taxation and Adjusting Items. Adjusted PBT margin is Adjusted PBT divided by total revenue.
Adjusted EBIT is profit before taxation, interest and Adjusting Items. Adjusted EBIT margin is Adjusted EBIT divided by total revenue.
Adjusted EBITDA is profit before taxation, interest, depreciation, amortisation and Adjusting Items. Adjusted EBITDA margin is
Adjusted EBITDA divided by total revenue.
Adjusting Items comprise:
Pre-IPO incentive scheme costs, consisting of £5.4m (FY22: £7.0m) share-based payment charges and £3.3m (FY22: £3.6m) cash
bonus awards. These relate to one-off compensation arrangements granted prior to IPO and set out in the Prospectus. The Group
treats these costs as Adjusting Items as they relate to one-off awards implemented whilst the Group was under private equity
ownership and are not part of the Group’s ongoing remuneration arrangements.
M&A related transaction costs of £4.4m arising in FY23 comprise advisers’ fees, stamp duty and other costs directly relating to the
acquisition of Experiences. These are additional to the £0.9m of such costs recognised in the second half of FY22. The Group treats
these costs as Adjusting Items as they are not part of normal business operations.
The charge relating to pre-IPO incentive schemes comprises £2.3m (FY22: £3.0m) relating to shares that were restricted and have
now vested and £6.4m (FY22: £7.6m) relating to the “Pre-IPO Awards” which consist of cash and nil-cost options over shares. The
Pre-IPO Awards vest in two tranches on 30 April 2023 and 30 April 2024, subject to FY23 revenue and Adjusted EBITDA performance
conditions. The Group exceeded maximum performance for both measures, including on an organic basis without the post-acquisition
revenue and profit from Experiences. The FY23 charge is lower than expected with an anticipated offsetting increase in FY24,
reflecting the fact that when a participant leaves their award may be reallocated to another employee (excluding the Executive
Directors) affecting the timing of charges to profit and loss. Cash outflows for each tranche of the Pre-IPO Award are expected to arise
in the first quarter of FY24 and the first quarter of FY25 respectively.
Chief Financial Officer’s review
Moonpig Group plc | Annual Report and Accounts 2023
60
Determining which items should be classified as Adjusting Items involves the exercise of judgement. Our classification of items as
Adjusting Items has remained unchanged year-on-year. We do not classify the following as Adjusting Items on the basis that they are
recurring costs associated with delivery of financial performance for the year. However, we have observed that certain users of our
accounts adopt a different approach in their own financial modelling and have therefore provided the information below to assist
these users:
Year ended
30 April 2023
Year ended
30 April 2022
Amortisation of acquired intangible assets (£m) 7.5 1.8
Share-based payment charges relating to operation of post-IPO Remuneration Policy
1
(£m) 2.5 1.3
1 Share-based payment charges are stated inclusive of national insurance of £0.3m (FY22: £0.2m).
Profit before taxation (“PBT”)
Although Adjusted EBITDA increased year-on-year, PBT decreased from £40.0m in FY22 to £34.9m in FY23 because of higher
Adjusting Items, additional depreciation and amortisation and an increase in finance costs.
Depreciation and amortisation increased to £22.7m (FY22: £14.4m). The primary reason for this was a £5.6m increase in the
amortisation of acquired intangible fixed assets arising on business combination with Experiences. The amortisation of internally
generated intangible fixed assets also increased by £2.6m, due to the decision taken last financial year to expand the size of the
technology team and increase investment in our technology. The depreciation of plant, property, and equipment also increased due to
expenditure on fitting out new operational facilities. There has been no change in the Group’s accounting policies or practices relating
to the capitalisation of costs as internally generated intangible assets. We continue to amortise internally generated intangible assets
over a relatively short useful life of three years.
Finance costs increased from £9.0m in FY22 to £13.6m in FY23:
Interest on senior debt rose from £6.3m in FY22 to £11.6m in FY23 reflecting additional senior debt drawn down in July to finance
the acquisition of the Experiences segment, together with increases in the SONIA reference rate. All amounts drawn under the
revolving credit facilities were repaid in full as at 30 April 2023.
Amortisation of fees increased from £1.4m in FY22 to £2.0m in FY23, reflecting the additional costs for arranging the Additional
revolving credit facility (“Additional RCF”) in July 2022 and putting in place interest rate hedging.
Deemed interest on lease liabilities increased from £0.7m to £0.9m because of new leases relating to warehouses in Tamworth, UK
and Almere, Netherlands.
In addition, the Group recognised a £0.9m gain (FY22: £0.7m loss) in respect of the monetary foreign exchange gain on a Euro-
denominated intercompany loan balance, with the corresponding intercompany loss recognised in Other Comprehensive Income
in accordance with IAS 21.
The taxation charge was £8.3m (FY22: £8.5m), which represents an effective taxation rate of 23.8% (FY22: 21.3%). This exceeded the
prevailing rate of corporation tax of 19.4% in the UK (19.0% until 1 April 2023 when the rate increased to 25.0%) primarily because of
the non-deductible nature of the M&A-related transaction costs relating to the acquisition of the Experiences segment. Expressed as a
percentage of Adjusted Profit Before Taxation, the effective tax rate was 21.0% (FY22: 19.2%).
Earnings Per Share (“EPS”)
Basic EPS for FY23 was 7.8p (FY22: 9.3p) and Adjusted basic EPS, which is stated before Adjusting Items was 11.1p (FY22: 12.3p).
After accounting for the effect of employee share arrangements, diluted earnings per share was 7.7p (FY22: 9.1p)
The calculation of basic EPS is based on the weighted average number of ordinary shares outstanding during the year of 340,061,402
(FY22: 339,036,292). Throughout both years, the total issued share capital was 342,111,621, however 3,075,329 shares issued to
employees prior to the IPO remained subject to recall within a two-year period if employment conditions were not met. These
shares were excluded from the number of ordinary shares outstanding in FY22 and the relevant portion of FY23 in accordance with
paragraph 24 of IAS 33 on the basis that they were contingently returnable.
61
Strategic report Corporate governance Financial statements
Cash flow
Cash generated from operating activities was £57.9m (FY22: £63.9m):
There was a cash outflow in the year of £0.8m (FY22: £4.8m inflow), due to a temporary increase in inventories from the opening
of our new operations facilities. Inventory acquired upon business combination with the Experiences segment was £1.4m. Total
inventory at 30 April 2023 was £12.3m (FY22: £10.1m).
There was a trade and other payables working capital outflow in the year of £22.1m (FY22: £10.8m). The outflow derived from
Moonpig and Greetz was £7.7m (compared to the £10.8m outflow in FY22, which was driven by annualisation against periods
of Covid-related lockdown restrictions). The remaining outflow of £14.5m (FY22: £nil) is driven by a reduction in Experiences
trade and other payables since acquisition, reflecting the one-off settlement of legacy incentive obligations of £13.5m associated
with the acquisition, which were fully provided for in the opening balance sheet, and movement in the merchant accrual during
the year.
The merchant accrual balance acquired upon business combination with Experiences was £61.2m. A payables balance is recognised
when a gift experience is sold to a consumer to reflect the expected future liability to the merchant; this balance is settled through the
remittance of cash to the merchant following redemption of the voucher by the recipient.
The acquisition of Experiences (comprising the legal entity Experience More Limited) was completed on 13 July 2022 for net
consideration of £88.6m, comprising gross cash consideration paid of £124.3m net of cash balances acquired of £35.7m. There was
no deferred element to the purchase consideration. M&A transaction costs of £0.9m in FY22 and £4.4m in FY23 are recognised as
Adjusting Items.
Capital expenditure increased year-on-year to £22.6m (FY22: £9.7m) reflecting one-off tangible capex to expand our operations
footprint and higher intangible capex resulting from an increase in the size of the technology organisation that is intended to remain in
place in future periods.
Adjusted Operating Cash Conversion
The Group generated an operating cash inflow of £56.2m in FY23, compared to £59.6m in the previous year. Adjusted Operating
Cash Conversion decreased from 80% in FY22 to 67% in FY23, reflecting higher capital expenditure, including an increase in tangible
capital expenditure to £9.7m due to the fit out of new operational facilities in the UK and the Netherlands. This is not expected to recur,
and annual tangible capex is expected to be below £2m in future periods, with total expected tangible and intangible capex reverting
to the pre-Covid trend of around 5% of revenue in FY24 and beyond.
Year ended
30 April 2023
£m
Year ended
30 April 2022
£m
Profit before taxation 34.9 40.0
Add back: Finance costs 13.6 9.0
Add back: Adjusting items (excluding share-based payments) 7.7 4.5
Add back: Share-based payments 5.4 7.0
Add back: Depreciation and amortisation 22.7 14.4
Adjusted EBITDA 84.2 74.9
Less: Capital expenditure (fixed and intangible assets) (22.6) (9.7)
Adjust: Impact of share-based payments
1
1.9 0.7
Add back: (Increase) / decrease in inventories
2
(0.8) 4.8
Add back: Decrease / (increase) in trade and other receivables
2
5.3 (0.3)
Add back: Decrease in trade and other payables
2
(11.8) (10.8)
Operating cash flow
3
56.2 59.6
Adjusted Operating Cash Conversion 67% 80%
Add back: Capital expenditure 22.6 9.7
Add back: Loss on disposal and right-of-use asset impairment 0.5
Add back: Increase / (decrease) in debtors and creditors with undertakings
formerly under common control 0.3 (0.4)
Less: Adjusting items (excluding share-based payments) ( 7.7 ) (4.5)
Less: Research and development tax credit (0.4) (0.5)
Cash generated from underlying operating activities 71.4 63.9
Settlement of M&A related employee bonuses at Experiences
3
(13.5)
Cash generated from operating activities 57.9 63.9
1 Comprises non-cash share-based payment charges recognised within Adjusted EBITDA and relating to operation of post-IPO Remuneration Policy (£2.2m), net of
employer’s national insurance on the share-based payments relating to pre-IPO awards recognised below Adjusted EBITDA (£0.3m).
2 Working capital movements for the year ended 30 April 2023 have been adjusted for the opening balances arising upon acquisition of Experiences.
3 Operating cash flow excludes settlement of legacy incentive obligations associated with the acquisition, which were fully provided for in the opening balance sheet.
Chief Financial Officer’s review
Moonpig Group plc | Annual Report and Accounts 2023
62
Operating cash flow and Adjusted Operating Cash Conversion are non-GAAP measures. Adjusted Operating Cash Conversion is
defined as operating cash flow divided by Adjusted EBITDA, expressed as a ratio. Adjusted Operating Cash Conversion informs
management and investors about the cash operating cycle of the business and how efficiently operating profit is converted into cash.
Capital structure
The Group deleveraged during the second half of the financial year, driven by H2 FY23 operating cash conversion of 111% (H2 FY22:
116%). Net debt decreased to £167.7m as at 30 April 2023, and the ratio of net debt to pro forma Adjusted EBITDA decreased to 1.97x.
Net debt remained higher than at the start of the financial year, reflecting the acquisition of Experiences. Net debt is a non-GAAP
measure and is defined as total borrowings, inclusive of lease liabilities, less cash and cash equivalents.
As at
30 April 2023
£m
As at
31 October 2022
£m
As at
30 April 2022
£m
Borrowings
1
(170.5) (229.9) (170.2)
Cash and cash equivalents 22.4 41.0 101.7
Borrowings less cash and cash equivalents (148.1) (188.9) (68.5)
Lease liabilities (19.5) ( 19.8) (15.3)
Net debt ( 167.7 ) (208.8) (83.8)
Last twelve months Adjusted EBITDA 84.2 74.4 74.9
Net debt to last twelve months Adjusted EBITDA 1.99:1 2.80:1 1.12:1
Last twelve months pro forma Adjusted EBITDA
2
85.1 85.1 74.9
Net debt to last twelve months pro forma Adjusted EBTIDA
2
1.97:1 2.45:1 1.12:1
Senior debt facilities 255.0 255.0 195.0
1 Borrowings are stated net of capitalised loan arrangement fees and hedging instrument fees of £4.6m as at 30 April 2023 (31 Oct 2022: £5.2m, 30 April 2022: £5.1m).
2 Pro forma Adjusted EBITDA is stated inclusive of a full year of profit from acquired businesses.
The Group maintains considerable liquidity headroom, with senior facilities of £255.0m. These facilities consist of a Term Loan of
£175.0m with a bullet repayment profile, an Original revolving credit facility (“Original RCF”) of £20.0m and an Additional RCF of
£60.0m. The senior facilities agreement runs until 8 January 2026 with the facilities committed until 8 December 2025.
The Group has significant covenant headroom. Senior facilities are subject to a single covenant of net debt to last twelve months’ pro
forma Adjusted EBITDA which is tested six-monthly. The covenant threshold it set at 4.00x for 30 April 2023 and 3.50x for all subsequent
test dates. As the Senior Facilities Agreement was put in place under a previous ownership structure, the definition of Adjusted EBITDA
for covenant purposes includes favourable add-backs that are typical of an acquisition finance facility, for instance the pre-acquisition
profits of acquired businesses, the anticipated pro forma impact of any planned cost reduction actions, and the exclusion of recurring
share-based expenses that are not treated by the Group as an Adjusting Item for reporting purposes.
The Group has in place an interest rate swap at a rate of 2.4725% with a floor strike rate of 0% on £90m notional until 1 December
2022 and £55m notional until the term expires on 30 November 2023 and an interest rate cap with a cap strike rate of 3.0000% on
£70m notional until 30 November 2024. This is intended to hedge floating rate exposure to SONIA interest for broadly three quarters of
expected senior debt (less cash) for the duration of the hedge.
The Group’s short term capital allocation priority is continued deleveraging. Net leverage remains on a strong downward trajectory.
We do not intend to pay a dividend as we continue to invest in growth. We will continue to evaluate dividend policy over time.
63
Strategic report Corporate governance Financial statements
Technical guidance
Adjusting items We anticipate that Adjusting Items will include a charge of between £3m and £4m in FY24 and nil thereafter
relating to the Pre-IPO Award. We had previously estimated the FY24 cost at around £3m, however there has
been a re-phasing of costs from FY23 into FY24 due to the scheme’s operation. As set out in the Prospectus, if
a participant leaves employment, their award may be reallocated to another employee (excluding Executive
Directors) and the charge relating to that award will be recognised from that point onwards.
The pre-IPO award is conditional on employment and is subject to FY23 revenue and Adjusted EBITDA
performance conditions. The Group exceeded maximum performance measures, including on an organic basis
without the post-acquisition revenue and profit from Experiences.
The Pre-IPO Award consists of two tranches that have either vested or will vest on 30 April 2023 and 30
April 2024. Payments are made after the respective vesting dates, resulting in expected cash outflows of
approximately £4m in Q1 FY24 and £5m in Q1 FY25 (excluding national insurance costs).
Capital expenditure We expect total tangible and intangible capital expenditure to revert to the pre-Covid trend level of around 5%
of revenue in FY24 and we plan to maintain this ratio going forward.
Within this, we expect that tangible capex will remain below £2m per year. The higher level of spend in FY23
was driven by investment in fitting-out two new operational facilities on ten-year leases terms and we currently
have no plans for additional leasehold facilities.
In FY22, we made the strategic decision to increase investment in technology, which led to a year-on-year
increase in internally generated intangible capex in FY23. We believe this investment will serve as a sustained
driver of medium-term revenue growth. Assuming we continue to see benefits from this investment, we plan to
increase our investment in this area whilst maintaining total capex to revenue at a broadly constant ratio.
Depreciation and
amortisation
For FY24, we expect a total charge for depreciation and amortisation of between £27m and £29m:
The combined charge for depreciation of purchased tangible fixed assets and amortisation of internally
generated intangible fixed assets is expected to increase to between £16m and £18m in FY24, reflecting the
fit-out of operational facilities in FY23 and ongoing increased technology investment.
We anticipate a charge of around £3m per annum for the depreciation of IFRS 16 right-of-use assets,
reflecting the full-year impact of depreciation related to new leases for Tamworth and Almere.
We expect the amortisation of intangible fixed assets arising on business combination to be approximately
£8m per annum (comprising approximately £6m relating to Experiences and approximately £2m relating to
Greetz).
Net finance costs We expect net finance costs in FY24 to be in the region of £15m. This assumes that the Group’s £175m Term
Loan will remain fully drawn throughout the year, as we have no current plans for partial repayment:
Senior interest payments are expected to be around £12m. This reflects higher average SONIA rates, as a
portion of the Group’s borrowings are unhedged and SONIA was below the strike rate of the interest rate
cap throughout H1 FY23. We expect this to be partly offset by lower facility utilisation resulting from the full
repayment of all amounts drawn under the Additional RCF as at 30 April 2023.
We expect the amortisation of fees to be approximately £2m. Deemed interest on lease liabilities is expected
to be approximately £1m. We have assumed no monetary gain or loss on Euro-denominated intercompany
loan balances.
Taxation We expect the Group’s effective tax rate to be approximately 26% of PBT in FY24 and 25% in FY25 and
thereafter. The expected effective rate for FY24 is higher than the prevailing tax rate in the UK and in the
Netherlands due to the impact of the Group’s legacy share schemes.
Operating cash
conversion
We expect an improved operating cash conversion rate in FY24 driven by lower capital expenditure, partially
offset by cash outflows relating to the vesting of the first tranche of the Pre-IPO incentives. Net working capital
is expected to increase in line with revenue on an annual basis.
Operating cash conversion is expected to remain strongly weighted towards the second half of each financial
year, as most peak trading occasions occur during this period, including Christmas, Valentine’s Day and
UK Mother’s Day. In addition, operating cash flow at Experiences is stronger in H2, reflecting the seasonal
importance of Christmas trading to its business.
Chief Financial Officer’s review
Moonpig Group plc | Annual Report and Accounts 2023
64
Outlook
Trading since the start of the year has been in line with our expectations. In the context of the current macroeconomic environment, we
expect pro forma revenue to grow at a low single digit percentage rate in the first half of FY24, underpinned by the Moonpig brand,
which has been in growth since March.
For the full financial year, we expect consolidated revenue growth at a mid to high single digit percentage rate, with all of our brands
returning to growth in the second half. Adjusted EBITDA margin is expected to remain resilient.
Andy MacKinnon
Chief Financial Officer
28 June 2023
65
Strategic report Corporate governance Financial statements
The Group’s risk appetite is an expression of the amount and type of risks that it is willing to take to achieve its strategic objectives. The
Group operates to a set of Board-approved risk appetite principles, which enable consistent, informed decision making that is aligned
with strategy, define the risk culture that flows through the Group and support corporate governance by setting clear boundaries for
risk taking.
The Group’s risk management and internal control framework provides the Board with assurance that risks are being appropriately
identified and managed in line with its risk appetite. The Board has collective responsibility for risk management and the Board does
not have a separate risk committee.
We recognise both that excessive risk-taking could threaten our long-term success and that some level of risk is inherent or necessary
to drive growth and value creation. The Group’s risk management framework is therefore designed to manage, rather than eliminate,
the risk of not meeting business objectives, providing reasonable rather than absolute protection.
Board Audit Committee
First Line: Executive Committee
Second Line: Oversight functions
Third Line: Independent assurance
Risk management process
Risk management framework
Overall responsibility for the Group’s risk management and
internal control framework.
Determines the Group’s risk appetite.
Determines the Group’s culture.
Approves the risk register (and the register of climate-
related risks) taking account of advice from the Audit
Committee.
Assists the Board in reviewing the effectiveness of the risk
management internal control framework.
Advises the Board on risk appetite, tolerance and strategy
and on principal and emerging risks.
Agrees the scope of the internal audit and external audit
functions and reviews their work.
Advises the Board on the identification and assessment of
climate-related risks.
Operational management has primary day-to-day responsibility for risk management.
Ensures that risk management is an integral part of implementing the strategic objectives.
Ensures that the Group operates within the set risk appetite and tolerances.
Supported by and contributes to internal risk management systems and processes.
Functions: Finance, Legal, Data Protection, Technology Security, Procurement, Human Resources, ESG.
Establish appropriate policies.
Guide, advise and challenge management on the implementation and operation of internal controls.
Co-ordinate appropriate and timely delivery of risk management information to the Executive Committee.
Provides independent assurance that risk is being appropriately managed.
The internal audit programme is outsourced to KPMG LLP with its annual review plan aligned to identified risks.
Twice-annual assessment of the Group’s principal and emerging risks and the effectiveness of risk mitigations.
Climate risk management is assessed as part of the Group’s overall risk management framework.
Risk management
Moonpig Group plc | Annual Report and Accounts 2023
66
Risk management framework
The Audit Committee supported the Board to complete its annual review of the effectiveness of the Group’s risk management internal
control framework in March 2023. The Audit Committee report (page 92 onwards) summarises the work carried out as part of this
review as well as the activities performed by the Audit Committee to monitor the framework throughout the year.
During FY23, the Group undertook various initiatives to progress its management of risk, some of which are outlined below:
The roll-out of the Group’s risk management framework to the Experiences segment has been a priority since the acquisition.
Group policies and procedures have been put in place as have key Group systems, such as the finance ERP system, contract
management system and data privacy platform. An internal audit review is scheduled for FY24 to validate implementation of key
processes and controls.
The Group’s Second Line oversight functions were reorganised as part of a Target Operating Model review. Finance, Legal and
Data Protection now have Group-wide responsibility that includes Experiences. Human Resources and ESG remain organised at
divisional level.
The Group put in place a new treasury policy and formal documentation of its risk management strategy for hedging. This was in
preparation for the inception of new interest rate hedging arrangements on 1 August 2022.
The opening of a new leasehold operational facility in Tamworth means that the Moonpig segment is now responsible for
inventory management across a wide range of SKUs of goods for resale. Good inventory management controls are in place,
supported by a warehouse management system. An internal audit review is planned for FY24 to validate their implementation and
identify areas for further improvement.
A project to strengthen the Group’s data privacy posture was completed, resulting in revised internal processes and controls and
improved privacy policies. Data retention policies were also tightened and the operationalisation of shorter data retention periods
for certain categories of personally identifiable information is currently underway.
The Group has implemented new systems, including a new data privacy management platform and a system for measuring
greenhouse gas emissions, to support the maintenance of the Group’s internal control environment.
Climate risk management was embedded into the Group’s overall risk management framework.
Five-step risk
identification process
Risk management process
Effective risk management is key in enabling the Group to
achieve its strategic objectives and maintain long-term growth.
The Group follows a five-step process to identify, monitor and
manage risks. Management of climate-related risks is performed
as part of this overall risk management process. Identified risks
and mitigations are captured in a risk register:
1
Establish strategy
The Board approves the Group’s strategy annually, which serves
as the basis for the Group’s risk identification process, enabling
a focus on risks that could impact the achievement of strategic
objectives.
2
Identify risks
A top-down and bottom-up approach is used to identify the
principal and emerging risks facing the Group. The detailed
work is performed by management and approved by the Board,
taking account of advice from the Audit Committee.
3
Evaluate risks
Risks are evaluated based on the likelihood of occurrence over
the next three years and their potential impact from a financial,
reputational, compliance, ethical and safety perspective if they
were to crystallise. Risks are categorised and rated based on the
aggregate impact of these two parameters.
4
Manage and mitigate risks
Management identifies mitigating actions for each risk, based
on an assessment of the effectiveness of the existing control
environment. The control environment is reviewed and changes
implemented when necessary.
5
Monitor and review risks
On an ongoing basis, management monitors risks and
mitigations, which are captured in the risk register. The Executive
Committee is assisted in this monitoring process by the Group’s
internal audit programme, which is outsourced to KPMG LLP.
The Board has most recently approved the risk register at Board
meetings in June 2022, December 2022 and June 2023, with
particular focus on the principal risks identified.
67
Strategic report Corporate governance Financial statements
Moderate High Major
Moderate High Major
Probability of realisation of principal risks
Potential impact of principal risks, net of mitigating actions being taken
8
Key
Technology security and data protection
Downward pressure on consumer demand
Delivery of strategic plan for Experiences
Leadership retention
Disruption to regulated postal services
Input cost inflation
Brand strength and reputation
Disruption to operations
The Group’s principal risks and uncertainties are set out
below. Additional risks and uncertainties for the Group,
including those that are not currently known or are not
considered material, may individually or cumulatively also
have a material effect on the Group’s business, results of
operations and/or financial condition.
The Group’s climate-related risks are set out on page 38.
None of these risks are currently classified as a principal risk
as none have been assessed as having a material impact
on the Group’s business model, strategy or the Directors’
assessment of viability (as set out in the viability statement).
When considering principal risks, the Board has particular
regard for the Group’s three year viability assessment period
(which aligns to its technology investment cycle).
The Board has approved amendments to its assessment of
principal risks since prior year:
A risk has been added in relation to the impact of
disruption to regulated postal services.
A risk has been added relating to the need to deliver the
strategic plan for Experiences.
The existing risk relating to retention of talent has been
amended to focus on retention at senior leadership level,
in view of evolution in the labour market environment
over the last twelve months.
The risk relating to the competitive environment is no
longer classified as a principal risk given the Group’s
share of the online market has increased over the
past three years. It continues to be captured on the
risk register, as the Group competes with a range of
companies.
The risk relating to supply chain is no longer classified
as a principal risk, as we have seen no such issues
impacting our business and economy-wide supply chain
issues have abated in recent months.
Key
Increasing Decreasing Stable
Principal risks and uncertainties
The Board has carried out a thorough assessment of the Group’s emerging and principal risks, evaluating the probability and
potential impact of each risk while considering any mitigating actions that were being implemented. As part of this assessment,
the Board reviewed and adjusted risk levels as necessary to reflect its current understanding of the significance of each risk.
Risk management
Moonpig Group plc | Annual Report and Accounts 2023
68
Risk Description Management and mitigation Developments in FY23 Risk trend
1
Technology
Security
and data
protection
As a digital platform business,
the Group requires its technology
infrastructure in order to
operate. Any downtime of the
Group’s systems resulting from a
technology security breach would
cause an interruption to trading.
Either a technology security
breach or a failure to
appropriately process and
control the data that the Group’s
customers share (whether
because of internal failures or
a malicious attack by a third
party), could result in reputational
damage, loss of customers, loss of
revenue and financial losses from
litigation or regulatory action.
Page 71 summarises how the Group
manages technology security and
data protection risks using a Three
Lines of Defence model.
Whilst risk cannot be eliminated,
the Board attaches a high level
of importance to how our risk
management framework operates in
relation to technology security and
data protection.
The Group completed a comprehensive
cross-functional project aimed at
strengthening privacy posture at Moonpig
and Greetz in the first half of FY23.
Due diligence on technology security and
data protection at the Experiences segment
was performed prior to acquisition.
Experiences is being brought within
the Group’s internal control framework,
including in respect of technology security
and data protection.
Downward
pressure on
consumer
demand
The downturn in the consumer
economy has resulted in a more
challenging trading environment
at each of the Group’s segments
from October 2022 onwards.
Trading has remained stable
in the second half of FY23 and
Management expects growth to
accelerate once the impact of the
downturn laps out in mid-FY24.
However, given the heightened
economic and geopolitical
volatility seen in the past year,
there remains a risk of a further
downturn in consumer demand.
The overall UK greeting card market
has historically proven recession-
resilient, demonstrating consistent
growth through the 2008-2009
downturn².
At Moonpig and Greetz, our
approach is focused around
acquiring loyal customer cohorts that
drive recurring annual revenue, with
89% of revenue at these segments
from existing customers.
Our database of 84m reminders
(April 2022: 72m) enables us to
communicate directly with customers
at times of maximum purchase intent.
The Group acted rapidly to strengthen the
Moonpig and Greetz gifting range at lower
price points to reflect changes in consumer
preference.
Resources have been prioritised towards
higher margin greeting cards.
We have maintained payback thresholds
for marketing spend.
We have taken a disciplined approach to
cost management.
Delivery of
the strategic
plan for
Experiences
Our strategy is to transform
Experiences from an ecommerce
marketing operation into a
technology and data-led
platform, with an emphasis on
building a recipient-into-customer
growth flywheel.
As with any business acquisition,
the delivery of plans carries a
higher level of execution risk
compared to segments that have
been operated by the Group for
some time.
The Experiences segment has
been integrated into the Group’s
business review framework to ensure
regular challenge and discussion of
performance.
We have appointed a new
Managing Director for Experiences,
who has transferred from Moonpig.
We have developed a new strategy
for the segment, which has been
approved by the Board. This
includes a multi-year investment
in the Experiences technology and
data platform.
We have implemented several changes
to improve operational effectiveness at
Experiences. These include outsourcing
customer service, transferring fulfilment to
the Group’s Tamworth site and co-locating
other functions at the Group’s head office.
Development work to deliver revenue
synergies from the Experiences acquisition
is ongoing. During the year, Moonpig
launched its first ever version of digital
experience gifting on the inside of a card.
Leadership
retention
The Group’s ability to achieve its
strategic objectives relies on its
ability to attract, recruit, motivate
and retain a skilled workforce.
In general the labour market has
softened compared to the high
intensity seen in FY22.
However, talent retention for
the leadership population has
increased in risk given the final
vesting of the legacy pre-IPO
awards in April 2024 and the low
likelihood that the TSR element
of the existing LTIP awards will
materially vest.
The Group has incentive schemes in
place for all employees. For senior
management, these include a blend
of short and long-term incentives.
The Remuneration Committee
has responsibility for ongoing
monitoring and management of the
arrangements in place to ensure
the retention and incentivisation
of senior leadership, with support
from the Group’s independent
remuneration advisers.
The Group performs ongoing
succession planning, which is
overseen by the Nomination
Committee, and invests in leadership
development.
The legacy pre-IPO awards are an
aggregate pool and (as outlined in the
Prospectus) where any part of a pre-IPO
award lapses on cessation of employment,
it may be reallocated.
During FY23, the Remuneration Committee
has utilised the reallocation of pre-
IPO awards as a means of ensuring
incentivisation within the senior leadership
population below Executive Director.
The 2023 Remuneration Policy, which is to
be put to shareholders for approval at the
September 2023 AGM, has been designed
for the retention and attraction of executive
talent. Should the 2023 Remuneration Policy
be approved, we will reduce the residual
rating for this risk accordingly.
Similar changes are to be implemented for
key individuals in leadership roles below
Board level.
The Group’s incentivisation structures
have been rolled out to Experiences. All
Experiences employees will participate in
the annual bonus scheme for the first time
in FY24.
1 This risk trend is based on the risk position in the current year compared to the previous year, as assessed at the June 2022 and June 2023 Audit Committee meetings.
2 Source: OC&C, June 2023.
69
Strategic report Corporate governance Financial statements
Risk Description Management and mitigation Developments in FY23 Risk trend
1
5
Disruption
to regulated
postal services
Moonpig and Greetz both utilise
regulated postal services for the
final leg of delivery for greeting
cards sent by envelope post.
In the UK, there was service
disruption at Royal Mail from
August to December 2022 due to
industrial action. It is possible that
similar circumstances could recur in
future periods.
In addition, Royal Mail has initiated
consultation on replacing mail
flights from Jersey and the Isle of
Man with a ferry service, in addition
proposing that any future similar
change in relation to Guernsey
would not require consultation.
We are engaging with Royal Mail
on this matter.
We maintain good relationships with
postal businesses and ensure regular,
senior-level communication.
Delivery against our strategy of driving gift
attachment moves orders from regulated
envelope post to parcel courier delivery for
which there are multiple providers.
We will continue to invest in the digital
delivery of gift experiences, both at
Experiences and at Moonpig.
We acquired Experiences, at which
a significant proportion of orders
are fulfilled digitally rather than
physically.
As part of our actions to mitigate
the impact of Royal Mail industrial
action on 22 and 23 December
2022 we introduced an innovative
service for lower cost tracked
delivery of greeting cards with
guaranteed delivery by Christmas.
6
Input cost
inflation
The Group has not experienced
significant inflation in its cost of
goods sold, but has some exposure
to rising costs, for instance labour
costs in its fulfilment operations.
Postal service providers may
increase wholesale charges prior to
the annual increase in retail stamp
prices, impacting margin in the
period before costs can be passed
on to consumers.
Direct energy consumption is not
a significant component of the
Group’s cost base, however an
increase in energy prices has the
potential to cause broader input
cost inflation.
The primary cost of sale for greeting cards
is postage, which the Group passes on
to customers as part of the annual
increase in retail stamp prices. Historically,
consumers have accepted postage price
increases above inflation from both Royal
Mail and PostNL.
In addition, there is a high degree of
substitutability between different gifting
product lines. The Group’s focus is to
recommend the ideal gift for a specific
occasion and recipient, such as a mother’s
birthday, rather than simply fulfilling
demand for a particular product category.
The Group opened a new
operational facility in Tamworth in
the UK and has moved in-house
various production and fulfilment
processes that were previously
performed by outsourced
providers.
With greater control over these
processes, management considers
that there is scope for realisation
of operating efficiencies, which it
expects should at least offset any
inflation in cost of goods sold.
7
Brand
strength and
reputation
The Group’s continued success
depends on the strength of its
brands: Moonpig, Greetz, Red
Letter Days and Buyagift.
Any event that damages the
Group’s reputation or brands could
adversely impact its business,
results of operations, financial
condition or prospects.
The Group’s market-leading brands
have high levels of brand awareness,
maintained by investment in brand
marketing.
Brand awareness is further strengthened
by the network effect from recipients
receiving cards and gifts.
Investment in data protection and
technology security helps to protect the
Group from the adverse impact of a data
breach or cyber-attack.
Although we moderately reduced
marketing activity in response to
the economic downturn, the Group
has continued to invest significantly
in brand marketing.
We have continued to invest
significantly in our technology
platform, with innovations such
as video messages in cards and
group cards which differentiate our
brand from its online and offline
competitors.
8
Disruption to
operations
Any disruption to in-house or
third-party facilities within the
Group’s production and fulfilment
network could have an adverse
effect on trading.
The Group uses select third-party
suppliers for certain solutions on
its platforms and any disruptions,
outages or delays in these would
affect the availability of, prevent
or inhibit the ability of customers to
access or complete purchases on
its platforms.
We operate flexible fulfilment technology
with application programming interface
(“API”) based data architecture which
allows the addition of third-party suppliers
to the production and fulfilment network
with relative speed.
Orders for UK and Dutch greeting cards
and gifts are fulfilled from multiple
locations for resilience. Flowers are fulfilled
by a single supplier in both the UK and
the Netherlands, however there is partial
substitutability of demand between flowers
and other gifting product categories.
The Group carries out due diligence on all
key suppliers at the onset of a relationship.
This includes technology and data
protection due diligence and checks on
financial viability.
We continued to adopt a multi-site
approach to ensure resilience
for our UK and Dutch operations.
The Group’s new in-house
facilities at Almere and Tamworth
operate alongside our existing
Guernsey site and continued use of
outsourced partners.
1 This risk trend is based on the risk position in the current year compared to the previous year, as assessed at the June 2022 and June 2023 Audit Committee meetings.
Risk management
Moonpig Group plc | Annual Report and Accounts 2023
70
Technology security and data privacy
The Group operates a technology platform for gifting, with a strategy based upon utilising its unique data science capabilities to
optimise and personalise customer experience. It processes significant volumes of data on customers’ gifting intent and as such,
technology and data security are key areas of risk management focus.
Risk management
objectives
Technology and information security
The Group’s risk management framework incorporates
controls to protect its technology systems and the data
contained therein from damage, unauthorised use
and exploitation (and in addition to enable restoration
where needed), with the purpose of maintaining their
confidentiality, integrity and availability.
Protection of data privacy
The Group’s risk management framework incorporates
controls to ensure that its collection and processing of
personal data is compliant with UK privacy laws and with
equivalent laws in territories where it has operations.
First line of
defence
The Group has in place a comprehensive set of policies
covering all aspects of technology and information security.
Security incident response processes are regularly reviewed
and with ransomware specific technical playbooks.
Multi-Factor Authentication (“MFA”) is in place across the
Group for admin/privileged application access and remote
access to infrastructure.
Network segmentation is in place, reducing the ability for
an impacted instance to infect other instances.
Endpoint Detection and Response (“EDR”) tooling and
anti-virus tooling are in place across all Group infrastructure.
Strong perimeter defences (including Web Application
Firewalls) are in place to protect public-facing infrastructure.
Security scanning of developed code is automated and in
place across the Group.
The Group implements patching within 7 days for Critical
or High vulnerabilities across the Group. In most cases
patching occurs in under 3 days.
The Group works closely with suppliers to ensure that they
only receive and store the minimum data for the purposes
required; security audits are performed to confirm these
suppliers operate at a high standard to protect and
manage data.
Annual technology security training is mandatory for all
employees and contractors.
Data protection policies are in place that embed each of the
key principles set out in UK GDPR.
Key data flows are mapped and captured in a Record of
Processing Activities (“RoPA”).
The Data Protection Office works closely with stakeholders
to embed privacy by design. Data Protection Impact
Assessments (“DPIAs”) and other regulatory impact
assessments are completed as appropriate for proposed new
data processing activities.
External and internal privacy policies are in place. The
website privacy policies include clear and accessible
mechanisms for data subjects to manage their data sharing
preferences, raise concerns, or to request that their accounts
be amended, rectified or erased.
We are committed to notifying data subjects in a timely
manner in case of policy changes or breach of privacy of their
personal data.
There are clear processes in place to manage data handling
by suppliers through implementation of robust contractual
arrangements.
A data retention policy is in place.
Annual data protection training is mandatory for all
employees and contractors.
Second line of
defence
The Technology Security Team performs regular security
testing of the key platform and applications and reviews
internal processes and capabilities.
Quarterly health checks ensure that critical security tools are
configured and operating appropriately.
The Group subscribes to bug bounty schemes that reward
friendly hackers who uncover security vulnerabilities.
A technology security risk register is maintained and regularly
reviewed. This feeds into the Group’s overall risk register.
Technology Security continues to follow industry standards,
aligning to the UK’s National Institute of Standards and
Technology (“NIST”) Cyber Security Framework and utilising
threat intelligence feeds from both Government and Private
Sector to ensure defensive measures are up to date and
appropriate for a business of our nature and scale.
Oversight is provided by the Group Data Protection Office,
which leads a cross-functional Data Protection Governance
Committee to drive continuous improvement.
A data protection risk register is maintained. This feeds into
the Group’s overall risk register.
Documented procedures are in place for data protection
incident management.
Third line of
defence
Independent third party review of the Group’s technology
security was performed in FY21, with the findings of this
exercise reviewed by the Board. All recommendations have
been implemented in full.
The same independent third party specialist was
commissioned to perform due diligence on the Experiences
business prior to acquisition.
The Audit Committee has determined that the internal
audit programme for FY24 should include a review of key
technology security controls at the Experiences segment.
Following the establishment of the Group’s internal audit
programme, data privacy posture at Moonpig and Greetz
was the subject of the inaugural internal audit review in FY22.
All recommendations have been implemented in full.
The data protection control environment at the Experiences
segment was scrutinised and reported on as part of pre-
acquisition legal due diligence.
The Audit Committee has determined that the internal audit
programme for FY24 should include a review of key data
privacy controls at the Experiences segment.
71
Strategic report Corporate governance Financial statements
The Directors have assessed the prospects and viability of the
Group over a period of three years, significantly longer than
12 months from the approval of these financial statements.
Assessment of prospects
The Directors have assessed the Group’s prospects taking into
account its current financial position, its recent historical financial
performance, its business model (pages 12 to 13), its strategy
(pages 18 to 23) and the principal risks and uncertainties (as
described on pages 66 to 71).
The Group’s prospects are assessed primarily through its
strategic planning process. This includes an annual review
which considers forecast monthly profitability, cash flows
and liquidity over three years. The first year of the forecast is
the Group’s annual budget. The second and third years are
prepared using the same calculation methodology as the
budget with a top-down strategic overlay.
Financial forecasts for the Moonpig and Greetz segments are
based on modelling of KPIs that include orders and revenue
for each monthly cohort of customers that has (or is expected
in future to be) acquired by the Group. For the Experiences
segment, financial forecasts are developed based on the
number of orders that can be generated from its marketing
activity. Detailed monthly financial forecasts are then prepared
for each segment that consider orders, revenue, profit, capital
expenditure, working capital, cash flow and key financial ratios.
The Group’s forecast liquidity headroom and forecast ongoing
compliance with the six-monthly financial covenants set out in
the Senior Facilities Agreement are both considered.
The planning process is led by the CEO and CFO through
the Executive Committee. The Board participates fully in the
annual process and considers whether the plan continues to
take appropriate account of the external environment including
technological, social and macroeconomic changes. The most
recent plan was approved by the Board in April 2023.
As set out in the Audit Committee report at pages 92 to 99,
the Audit Committee reviews and discusses with management
the schedules supporting the assessments of going concern
and viability.
The Senior Facilities Agreement runs until 8 January 2026, with
facilities committed until 8 December 2025. This falls within the
viability period. Planning for the prospective refinancing has
not commenced and therefore for viability forecast purposes
the assumption has been made that the Group will refinance
in line with the current debt structure and terms. In practice, it
is possible that smaller facilities may be required, taking into
account deleveraging in FY23 and expected future net
cash inflows.
The assessment period
The Directors have determined that three years to April 2026 is
an appropriate period over which to provide the Board’s viability
statement. This was considered the appropriate timeframe by the
Directors because:
It is consistent with the three-year horizon of the Group’s
strategic planning process; and
It aligns to the investment cycle of a technology platform
business.
Assessment of viability
The output of the Group’s strategic planning process reflects the
Board’s best estimate of the future prospects of the business.
To make the assessment of viability, additional scenarios have
been modelled over and above those in the ongoing plan.
These scenarios were overlaid into the plan to quantify the
potential impact of one or more of the Group’s principal risks and
uncertainties crystallising over the assessment period.
The Group’s principal risks and uncertainties are set out
on pages 68 to 71. The Board has approved a number of
amendments of the Group’s assessment of principal risks since
the prior year, which are set out on page 68.
Viability statement
Moonpig Group plc | Annual Report and Accounts 2023
72
Each of the Group’s principal risks has a potential impact and has therefore been considered as part of the assessment, however only
those that represent severe but plausible scenarios have been modelled. These were:
Scenario modelled Principal risks included in the scenario
Data breach
The impact of a significant data breach has been considered. We modelled
a reduction in revenue of 5% as a result of any reputational brand damage
in each of the assessment years. It is additionally assumed that the Group
receives the maximum possible fine of £17.5m under the General Data
Protection Regulation (“GDPR”) in one of its countries of operation.
Technology security and data protection
Brand strength and reputation
Significant trading shortfall or postal service disruption
To consider the possibility that a downturn in consumer demand (or other
adverse external pressure such as substantial input cost inflation) could lead
to a sustained adverse impact on trading, we have modelled a significant
reduction in forecasted revenue of 15% throughout the viability period. This
is intended to capture the possibility of either lower purchase frequency,
reduction in new customers, reduced attach rates, lower average order value,
reduction in percentage gross margin rate, disruption to fulfilment operations
or disruption to regulated postal services.
Downward pressure on consumer demand
Delivery of the strategic plan for Experiences
Brand strength and reputation
Disruption to regulated postal services
Disruption to operations
The results of the above scenario modelling showed that the business would be able to withstand a combination of both scenarios,
without recourse to mitigating actions. This reflects the resilient nature of the Group’s business model, its profitability and strong
operating cash conversion, together with current strong liquidity headroom.
In the event of such a scenario, management would have a number of options available to maintain the Group’s financial position
including cost-reduction measures and reducing acquisition marketing spend.
The Directors also reviewed the results of reverse stress testing performed to provide an illustration of the extent to which existing
customer purchase frequency and levels of new customer acquisition would need to deteriorate in order that their cumulative effect
should either trigger a breach in the Group’s covenants under the Senior Facilities Agreement or else exhaust liquidity. The probability
of this scenario occurring was deemed to be remote given the resilient nature of the business model and strong cash conversion of the
Group.
Viability statement
Based on the assessment above, the Directors confirm that they have a reasonable expectation that the Group will continue in
operation and meet its liabilities as they fall due over the three-year period ending April 2026.
Going concern
The Directors also considered it appropriate to prepare the financial statements on the going concern basis, as explained in the Basis
of preparation paragraph in Note 1 to the Financial Statements.
73
Strategic report Corporate governance Financial statements
The Group complies with the Non-Financial Reporting requirements contained in sections 414CA and 414CB of the Companies Act
2006. The below table outlines the Group’s position on non-financial matters and provides signposts to where the information required
is included in the report.
Reporting requirement Policies and Standards which govern the Group’s approach Additional information and risk management
Description of business model N/a Business model pages 12 to 13
Non-financial KPIs N/a Key performance indicators pages 54 to 55
Stakeholders Group Data Protection Policies
Code of Conduct
Stakeholder engagement pages 24 to 26
s172 statement pages 24 to 26
Board activities page 90
Environmental, social and governance
disclosures pages 28 to 53
Task Force for Climate-related Financial
Disclosures (“TCFD”) pages 32 to 47
Employee engagement page 25
Technology security and data privacy page 71
Corporate Governance report pages 82 to 91
Audit Committee report pages 92 to 99
Environmental Environmental Policy Environmental, social and governance disclosure
pages 28 to 53
Employees Code of Conduct
Flexible Working Policy
Whistleblowing Policy
Health and Safety Policy
Health, Safety and Environment Integrated
Management System
Environmental, social and governance disclosure
pages 28 to 53
s172 statement pages 24 to 26
Human rights Anti-Slavery and Human Trafficking Policy
Code of Conduct
Human rights page 75
Social matters Anti-Slavery and Human Trafficking Policy Environmental, social and governance disclosure
pages 28 to 53
Directors’ report pages 125 to 126
Anti-corruption and
anti-bribery
Anti-Bribery and Anti-Corruption Policy (which
includes clauses on hospitality, gifts, political
involvement and political expenditure and
charitable donations)
Conflicts of Interest Policy
Anti-Money Laundering Policy
Anti-bribery and anti-corruption, page 75
Principal risks and impact
on the business
N/a Risk management pages 66 to 71
Principal risks pages 69 to 70
Business model pages 12 to 13
Audit Committee report pages 92 to 99
Non-financial information statement
Moonpig Group plc | Annual Report and Accounts 2023
74
Across the Group, policies and codes of conduct are in place
to ensure consistent governance on a range of issues. For the
purposes of the Non-Financial Reporting requirements, these
include, but are not limited to the following:
People
The Group understands that its behaviour, operations and how
it treats employees all have an impact on the environment and
society. It recognises the importance of health and safety and the
positive benefits to the Group.
The Group has a Health, Safety and Environment Integrated
Management System which is communicated to all employees
through a handbook, which is regularly reviewed and updated.
A Code of Conduct applies to all employees and sets out the
Group’s commitment to:
Behave ethically;
Comply with relevant laws and regulations; and
Do the right thing.
Disclosure concerning employment of
disabled persons
We give full and fair consideration to applications for
employment by the Company made by disabled persons, having
regard to their particular aptitudes and abilities. We are also
committed to continuing employment of, and for arranging
appropriate training for, employees of the Company who
have become disabled persons during the year for which they
were employed by the Company. Training, development and
promotion opportunities are provided for all employees.
Human rights
The Group’s Code of Conduct confirms that it respects and
upholds internationally proclaimed human rights principles
as specified in the International Labour Organisation’s
Declaration on Fundamental Principles and Rights at Work
(“ILO Convention”) and the United Nations’ Universal
Declaration of Human Rights. The Group’s Procurement Policy
outlines how it procures goods and services. In addition, the
Group has an Anti-Slavery and Human Trafficking Policy
which applies to both suppliers and employees.
Training is provided to all employees on issues of modern slavery
in an e-learning module.
The Group is committed to implementing and enforcing effective
systems and controls to ensure modern slavery is not taking place
anywhere in its own business or in any of its supply chains.
The Group publishes its Modern Slavery Act Transparency
Statement annually and this, together with previous statements,
can be viewed on the Group’s corporate website at
www.moonpig.group.
Data protection
As a data-driven business, the Group is committed to respecting
and protecting privacy and security of personal information.
The Group’s Privacy Statement governs how it collects, handles,
stores, shares, uses and disposes of information about people,
whether they are customers, employees or people in the Group’s
supply chain. Data Protection Policies are a key element of
corporate governance within the Group.
Anti-bribery and anti-corruption
The Chief Financial Officer is the Board member with
responsibility for executive oversight of anti-bribery and anti-
corruption. The Group has an Anti-Bribery and Anti-Corruption
Policy, a Conflict of Interest Policy and an Anti-Money Laundering
Policy, as well as a Code of Conduct. Each policy incorporates
the Group’s key principles and standards, governing business
conduct towards key stakeholder groups. The Anti-Bribery and
Anti-Corruption Policy is supported by clear guidelines and
processes for giving and accepting gifts and hospitality from
third parties.
Whistleblowing
The Group’s Whistleblowing Policy is supported by an external,
confidential reporting hotline which enables employees to raise
concerns in confidence. Any reported issues will be reported
to the full Board and handled in the first instance by the Audit
Committee and, where appropriate, remedial actions taken.
Tax strategy
The Group is committed to acting with integrity and transparency
in all tax matters. The Group undertakes tax planning only
where it supports genuine commercial activity and in doing so is
committed to remaining compliant with all relevant tax laws and
practices. A copy of the Group’s tax strategy is available on the
Group’s corporate website at www.moonpig.group.
Dividend policy
Consistent with prior year, the Company’s current policy is not to
pay any dividends as the Group invests in growth. The Company
may revisit its dividend policy in future.
The Strategic report was approved by the Board of Directors and
signed on its behalf by:
Nickyl Raithatha
Chief Executive Officer
28 June 2023
75
Strategic report Corporate governance Financial statements
The right balance of skills
and expertise to deliver our
growth ambitions.
Nickyl Raithatha
Chief Executive Officer
Background and experience Background and experience
Current external appointments Current external appointments
Appointed Appointed
Kate has more than 30 years of experience leading businesses,
having held many senior positions throughout her career.
She was Chair of Secret Escapes from 2019 to 2021 and was
previously Chancellor of the University of Bradford.
She has extensive listed company experience, having served as
the Chief Executive Officer of SSP Group from 2013 to 2019 and
of WH Smith from 2003 to 2013. Prior to this, Kate held roles as
Managing Director of Homebase and of Argos.
Kate holds a Bachelor of Science with honours in Business
Management from the University of Bradford and, in 2007, was
awarded an honorary doctorate from the University of Bradford.
Listed appointments: Chair of Beijer Ref.
Other appointments: Chair of IVC Evidensia and
Chair of Parques Reunidos.
Nickyl has significant e-commerce leadership experience,
having founded Finery, an online British womenswear brand in
2014 and holding the role of Chief Executive Officer until 2017.
Nickyl served as the Chief Executive Officer of the e-commerce
business, Rocket Internet, a company that incubates and invests
in internet and technology companies globally, from 2012 to 2014.
Nickyl spent the early part of his career in financial services,
where he was Vice President at Goldman Sachs until 2010 and
then worked at Arrowgrass Capital Partners until 2012, leading
research and investments into global technology, media and
telecoms companies.
Nickyl holds an MBA from Harvard Business School and a
bachelor’s degree in Economics from Cambridge University.
Listed appointments: None.
Other appointments: None.
Kate joined the Group as Chair in August 2019 and was
appointed to the Board in January 2021. She is also the Chair
of the Nomination Committee.
Nickyl is the Chief Executive Officer of the Group, having held
the role since June 2018. Nickyl was appointed to the Board at
incorporation on 23 December 2020.
Kate Swann
Chair
Board of Directors
Moonpig Group plc | Annual Report and Accounts 2023
76
Andy MacKinnon
Chief Financial Officer
Background and experience
Current external appointments
Appointed
Andy has extensive operational and financial leadership
experience in e-commerce, having previously held roles as Chief
Financial Officer of Wowcher, an online consumer business, from
2015 to 2018 and as Chief Financial Officer of The LateRooms
Group, an online travel agency, from 2012 until 2015. Prior to that,
he worked at Shop Direct Group (now The Very Group).
Andy spent his early career working in corporate finance with
professional service firm Deloitte and at HSBC’s investment
banking division.
Andy holds a Bachelor of Science with honours in Management
Sciences from the University of Manchester and has, since 2009,
been a Fellow of the ICAEW, having qualified as a Chartered
Accountant with KPMG in 1999.
Listed appointments: None.
Other appointments: None.
Andy is the Chief Financial Officer of the Group, having held
the role since January 2019. Andy was appointed to the Board
at incorporation on 23 December 2020.
David Keens
Senior Independent
Non-Executive Director
Background and experience
Current external appointments
Appointed
David brings a breadth of experience in online, consumer-
facing businesses, together with core skills in finance. He was
Independent Non-Executive Director and Chair of the Audit
Committee of J Sainsbury from 2015 until July 2021. He was
formerly Group Finance Director of NEXT from 1991 to 2015
and Group Treasurer from 1986 to 1991. Previous management
experience also includes nine years in the United Kingdom and
overseas operations of multinational food manufacturer Nabisco
and, prior to that, seven years in the accountancy profession.
David is a member of the Association of Chartered Certified
Accountants and of the Association of Corporate Treasurers.
Listed appointments: Senior Independent Director and
Chair of the Audit Committee of Auto Trader Group.
Other appointments: None.
David joined the Board as an Independent Non-Executive
Director in January 2021. David is the Senior Independent
Non-Executive Director, Chair of the Audit Committee, and a
member of the Remuneration and Nomination Committees.
Committee Key
Audit Nomination Remuneration Chair
77
Strategic report Financial statementsCorporate governance
Susan Hooper
Independent
Non-Executive Director
Background and experience Background and experience
Current external appointments Current external appointments
Appointed Appointed
Susan has broad non-executive experience. She has a focus
upon ESG and is a founding Director of Chapter Zero, which
promotes corporate awareness of climate change.
Susan has previously been a Non-Executive Director and Chair
of the Remuneration Committee of Affinity Water and a Non-
Executive Director of Rank Group, Caresourcer, Wizz Air and
the Department for Exiting the European Union. Prior to this, she
was Managing Director of British Gas Residential Services and
Chief Executive of Acromas Group’s travel division (including the
brands Saga and the AA). She has also held senior roles at Royal
Caribbean International, Avis Europe, PepsiCo International,
McKinsey & Co and Saatchi & Saatchi.
Susan holds bachelor’s and master’s degrees in International
Politics and Economics from the John Hopkins University.
Listed appointments: Non-Executive Director of W.A.G. Payment
Solutions
Other appointments: Chair of Carbon Gap and Tangle Teezer
and Non-Executive Director of Uber Britannia. Director of
Chapter Zero.
Niall has deep experience in the online consumer business
space both as an executive, investor and now as a Chair and
NED. He is currently Chair of a number of growth stage tech
businesses, as well as previously Chair of Glovo (sold to Delivery
Hero), and Trouva (sold to Made). He was also previously a
Partner at Atomico, a pan-European venture capital fund,
leading consumer investments and remains an advisor there. In
his executive career, Niall spent over 15 years as a CEO, COO
and SVP in early-stage tech-enabled consumer businesses, such
as Betfair (now listed as Flutter: LSE). His last executive role was
as part of the Executive Team at Uber, leading the international
business into 50 countries.
Listed appointments: None.
Other appointments: Chair at Vay.io, World of Books Group
and Jobandtalent. Non-Executive Director at Koru Kids.
Susan joined the Board as an Independent Non-Executive
Director in January 2021. Susan is the Chair of the Remuneration
Committee, the Designated Non-Executive Director for workforce
engagement (“DNED”) and the Non-Executive Director
responsible for oversight of ESG matters. She is also a member
of the Audit and Nomination Committees.
Niall joined the Board as an Independent Non-Executive Director
in January 2021. He is a member of the Audit, Nomination and
Remuneration Committees.
Niall Wass
Independent
Non-Executive Director
Board of Directors
Moonpig Group plc | Annual Report and Accounts 2023
78
Background and experience
Current external appointments
Appointed
ShanMae has extensive experience in driving growth with organic
and M&A strategies through executive and investor roles. She is
currently Chief Financial Officer at Climate Impact Partners. Prior
to that, she was Chief Financial Officer at Third Bridge Group, a
primary research provider and expert network and before that,
she was Chief Financial Officer at the Ambassador Theatre Group.
She has over ten years of experience as a private equity and
venture capital investor at Providence Equity Partners and
M/C Venture Partners, focusing on consumer, media and
technology sectors. Prior to that, she held roles in strategy
consulting and investment banking at Bain & Company and
Salomon Smith Barney.
ShanMae holds a Bachelor of Science degree in Accounting
and Finance from Boston College and an MBA from INSEAD.
Listed appointments: None.
Other appointments: Chief Financial Officer of Climate Impact
Partners and Director of Opera Holland Park.
ShanMae joined the Board as an Independent Non-Executive
Director on 27 June 2022. She is a member of the Audit,
Nomination and Remuneration Committees.
Simon Davidson
Non-Executive Director
Background and experience
Current external appointments
Appointed
Simon Davidson is a Senior Partner at Exponent, where he
invests in the consumer sector. In addition to leading Exponent’s
investment into Moonpig in 2016, his other realised investments
at Exponent include the Ambassador Theatre Group and Quorn
Foods. Prior to joining Exponent in 2008, Simon worked at Apax
Partners and OC&C Strategy Consultants.
Simon holds an MBA from the Wharton School and a bachelor’s
degree in Politics, Philosophy and Economics from Oriel College,
Oxford.
Listed appointments: None.
Other appointments: Senior Partner, Exponent.
Non-Executive Director (in his capacity as a Partner of Exponent)
in albelli-Photobox Group, Evergreen Garden Care, Gü, Vibrant
Foods, Warp Snacks and Wowcher.
Simon has been a Director of the Group since 2016 and
was appointed as a Non-Executive Director in January 2021.
He serves as a Nominee Director, appointed under the terms
of the Relationship Agreement with Exponent.
ShanMae Teo
Independent
Non-Executive Director
Committee Key
Audit Nomination Remuneration Chair
79
Strategic report Financial statementsCorporate governance
The Board is committed to maintaining high
standards of corporate governance.
On behalf of the Board, I am pleased to present the Group’s
corporate governance statement for the year ended 30 April 2023.
The following report explains the key features of the Group’s
governance framework and how it complies with the UK
Corporate Governance Code 2018 (the “Code”).
Code compliance
The Board is committed to maintaining high standards of
corporate governance. We have a clear governance structure,
which ensures that the Board and the business act responsibly
in decision-making, risk management and delivery of objectives.
We have applied the principles of the Code and complied
with its provisions in full during the year and up to the date of
publication of this report.
Culture and purpose
The Board sets the tone and culture for the Group and the
expectations placed on its people. The Group has a clear purpose,
which focuses on creating better, more personal, connections
between people. It combines this with a dynamic growth culture
that emphasises high performance, employee engagement and
inclusion. Our corporate values are described more fully in the
corporate governance statement on pages 82 to 91.
Board changes
We welcomed ShanMae Teo as an Independent Non-
Executive Director in June 2022. She brings to the Board
extensive experience in strategy and finance through executive
and investor roles. ShanMae’s induction is described in the
Nomination Committee report on page 102.
During the year the Board reviewed the composition of all its
Committees and, given the Board’s evolution since Admission
in 2021, it was determined that I would step down from the
Remuneration Committee with effect from 29 March 2023. Since
that date, the Committee has been composed solely of the four
Independent Non-Executive Directors.
Board diversity
Board appointments are based on merit with the objective of
ensuring an appropriate balance of skills and knowledge. The
Board’s Diversity Policy, which is available on the Group’s website
at www.moonpig.group/investors, sets out our policy on diversity
with respect to the Board of Directors, the Executive Committee
and their direct reports within the Extended Leadership Team.
I am pleased to report that as at 30 April 2023 and at the date of
this report, the Board has 38% female representation and we meet
the new Listing Rule targets for at least one senior board position to
be held by a woman (by virtue of my appointment as Chair) and for
at least one Board member to be from a minority ethnic background
(as the Board currently has two minority ethnic directors).
We acknowledge that the Company does not currently meet
the new Listing Rule target for at least 40% of individuals on the
Board to be women. If we were to exclude from our calculation
the Nominee Director appointed by Exponent under the terms of
the Relationship Agreement (which is explained on page 88),
female representation would be 43%. Exponent’s shareholding
is currently 12.0%, and it has the right to appoint a Nominee
Director for so long as its holding is 10.0% or above.
We value having a diverse and balanced Board and the benefits of
diversity will be a key consideration in any future Board recruitment.
Board evaluation
The outcomes from our second internal Board and committee
evaluation were discussed at our March 2023 Board meeting
and are summarised in the corporate governance statement
on page 89. We intend to conduct an externally facilitated
performance review in FY24.
Stakeholder engagement
The success of the Group’s strategy is reliant on stakeholder
engagement. The Board considers the impact on stakeholders
in key decision-making discussions. A full review of stakeholder
engagement can be found in the Strategic report on pages 24 to
26.
Remuneration policy
The key terms of the Group’s existing remuneration policy were
developed in late 2020 and formally published in the Prospectus
in early February 2021. As it is approaching three years since
then, the Committee has considered the terms of policy renewal.
The overall architecture of the existing policy is considered to
remain appropriate and it is proposed to renew the policy with
four changes, which include changes to LTIP grant levels.
The Committee’s aim has been to ensure that the Executive
Directors are motivated and retained for at least the next three
to five years. The management team has a strong track record,
having increased both revenue and Adjusted EBITDA fourfold
since joining the business and having continued to outperform
the financial targets set at IPO notwithstanding economic
downturn and rising interest rates. We want them to remain in
place, leverage the foundations that have been put in place in
the past few years, and deliver an exciting period of growth.
Both myself and Susan Hooper, Chair of the Remuneration
Committee, have consulted with our largest shareholders
regarding the proposed changes. I would like to express my
thanks for their pragmatic and constructive input during this
process. The Board considers that the 2023 Remuneration Policy
is aligned to the interests of shareholders.
I encourage you to read the commentary in the Directors’
Remuneration Report from page 104 onwards and the 2023
Remuneration Policy on pages 108 to 116. We hope to have
your support when you consider how to vote on the matter at
theAGM.
Annual General Meeting
The 2023 AGM is scheduled to take place at 10:00am on
19September 2023 and will be held at the offices of our
registrars, Link Group, 6th Floor, 65 Gresham St, London
EC2V 7NQ. Details of the resolutions and the business of
the meeting are set out in the Notice of Meeting. The Board
encourages all shareholders to vote on the resolutions whether
ornot they intend to attend the meeting.
Kate Swann
Non-Executive Chair
28 June 2023
Chair’s corporate governance introduction
Moonpig Group plc | Annual Report and Accounts 2023
80
Board leadership and Company purpose See page 82
Division of responsibilities See page 86
Composition, succession and evaluation See page 88
Governance framework
The Board
Sets the Group’s purpose, values and strategy and satisfies itself that these are aligned
with culture.
Provides entrepreneurial leadership, promoting long-term sustainable success and
shareholder value creation.
Oversees the Group’s risk management and internal control framework.
Board
Committees
The Board delegates certain matters to its three permanent Committees, the terms of
reference of which are available at www.moonpig.group/investors.
Audit
Committee
Reviews and reports to the Board on the Group’s financial reporting, internal control,
whistleblowing, internal audit and the independence and effectiveness of the external auditors.
Audit Committee report Pages 92 to 99
Nomination
Committee
Reviews the structure, size and composition of the Board and its Committees and makes
recommendations to the Board. Reviews diversity, talent development and succession planning.
Nomination Committee report Pages 100 to 103
Remuneration
Committee
Responsible for all elements of the remuneration of the Executive Directors, the Chair and the
Executive Committee. Also reviews workforce remuneration policies and practices.
Remuneration Committee report Pages 104 to 124
Executive
Committee
Supports the CEO in the development and delivery of strategy.
Responsible for day-to-day management of the Group’s operations.
Comprises the Executive Directors, the Moonpig and Greetz leadership team and the
Managing Director of Experiences.
To assist the Board in discharging its obligations relating to monitoring the existence of inside information and its disclosure, the Group
has a Disclosure Committee which is convened on an ad hoc basis as required. The committee has a quorum of two and its current
members are Kate Swann, David Keens, Nickyl Raithatha and Andy MacKinnon.
Operation of the Board See page 90
Audit, risk and internal control See page 91
Remuneration See page 91
81
Strategic report Financial statementsCorporate governance
This statement explains key
features of the Company’s
governance framework and how
it complies with the UK Corporate
Governance Code 2018.
Board leadership and company purpose
Purpose, values and culture
The Board is responsible for setting the Group’s purpose, values and strategy and ensuring alignment with the Group’s culture.
Our purpose
Creating better, more personal connections between people that care about each other.
Our strategy
To become the ultimate gifting companion to our customers.
Be Brave
When we see
opportunities, big or
small, we grab them.
Our strong judgement
and the knowledge that
others have our back
means we feel confident
to take risks. Being brave
comes in all shapes and
sizes; sometimes it’s “just”
speaking up or giving a
colleague some feedback
that you know will help
them grow. It’s about
challenging, getting
involved and making
yourself heard.
Raise the Bar
We take ownership,
deliver on our promises
and continuously strive to
raise the bar in everything
we do. We don’t just meet
our goals, we exceed
them - and we’re always
thinking five steps ahead
to figure out how we can
increase our impact even
further.
Keep it Simple
We always strive to
simplify both what we do
and how we do it. That
means that we focus on
the things that will have
the most impact, figure
out the simplest way to
deliver them and don’t
over-complicate things.
Think Team
We do what’s right to help
everyone thrive not what
feeds our ego. We think
beyond the boundaries
of our immediate team
and call on others to
make magic happen
across teams. We have
deep levels of trust with
one another and share
information generously,
but never excessively.
We win together because
we think of the “we”
before the “I”.
Corporate governance statement
Moonpig Group plc | Annual Report and Accounts 2023
82
This is reflected in an entrepreneurial, high-performance,
growth-oriented culture with high inclusivity. Our culture is what
makes Moonpig Group a great place to work and attracts talent
to the business. Our culture also sets our approach to engaging
with our stakeholders.
Following last year’s project to re-articulate the Group’s
values, executive management has continued to embed these
values across the business. For instance, the values have been
implemented within the newly acquired Experiences segment.
The Group’s leadership development programmes focused
for FY23 on “Brave Conversations”, covering all four values
with a particular focus on Be Brave. For prospective and new
employees, the four values have been embedded in the Group’s
candidate attraction, hiring and onboarding activities, whilst
for existing employees they have been embedded in recognition
programmes, for instance “Values shout outs” in regular All
Hands meetings. During the year ahead, executive management
intends to embed the Group’s values in its performance
appraisal and management process.
The Board uses a variety of methods for monitoring the Group’s
culture, which include:
Reviewing the results of the twice-annual employee
engagement survey carried out by executive management.
For FY23, five questions were added to the survey to assess
how the Group’s values are resonating. In particular, the
Board was pleased to note that, across the two surveys
carried out during the year, 80%
1
(FY22: N/a
2
) of respondents
agreed that “I have a good understanding of what our
company values mean.”
Reviewing KPI data including employee turnover, vacancies
and promotions.
Reviewing whistleblowing reports, where these arise. There
have been no whistleblowing reports during FY23.
As part of an open and transparent culture, the Board has
access not just to the Executive Committee but to employees
at all levels and makes its own assessment of the culture
from seeing employees in Board presentations, one-on-one
meetings and from spending time in the Group’s open-plan
working environment.
In addition, part of the role of the DNED is understanding
how culture is manifested by the employee population and
bringing the views of employees back to the Boardroom.
During the financial year, the Group has incurred nil (FY22:
nil) fines associated with violations of bribery, corruption, or
anti-competitive standards.
On this basis, the Board is satisfied that policy, practices
and behaviour throughout the business are aligned with the
Company’s purpose, values and strategy. For FY23, specific
examples of alignment with values include:
Be Brave is reflected in the delivery of significant projects
including the migration of Greetz onto the Group’s unified
technology platform, the opening of new operational
facilities in Almere and Tamworth and the acquisition of the
Experiences segment.
Raise the Bar is apparent both in the ambitious pace of
operational delivery seen in during the year and in the
accelerating pace of technology development.
Keep It Simple is reflected in changes that we have made to
the organisation structure for Moonpig and Greetz following
technology platform migration, implementing a new target
operating model in which certain functions now operate as a
single team across both segments.
Think Team can be seen in the way all parts of the business
have collaborated to protect absolute levels of Adjusted
EBITDA despite the adverse short-term impact on the Group’s
revenue from the consumer economic downturn and Royal
Mail strikes.
For the year ahead, a particular area of focus will be the value
Keep it Simple. As might be expected following a period of
milestone operational delivery (and therefore rapid change
across multiple areas of the business), the lowest-scoring
question relating to values across the two employee surveys
during the year was “This company really demonstrates a day-to-
day commitment to ‘Keep it Simple’” at 50% (FY22: N/a
2
).
The Group’s values (as described on pages 82 and 83) are also
reflected in its approach to executive remuneration, and to the
incentive schemes that operate across the Group more generally.
For instance:
Raise the Bar is reflected in the design of the 2023
Remuneration Policy (see page 108), which is intended to
encourage exceptional performance delivery within an
acceptable risk profile.
Keep It Simple is reflected in the simplicity of the weightings,
measures and targets for the annual bonus scheme and
LTIP. In addition, all Moonpig and Greetz employees share
the same financial targets for the annual bonus scheme
(with targets for the Executive Directors fully aligned to these,
expressed on a Group basis). These financial targets will
apply for Experiences’ employees from FY24.
Think Team is reflected in a strong emphasis on the fairness
of remuneration outcomes across the Executive Directors, the
Executive Committee and the wider workforce, and in the
fact that we ensure coherence of targets across the business
irrespective of seniority.
1 For FY23 these surveys operated across Moonpig and Greetz; they will additionally be rolled-out to the recently acquired Experiences segment in FY24.
2 Question surveyed for the first time in the two employee engagement surveys carried out in FY23.
83
Strategic report Financial statementsCorporate governance
Workforce engagement
Day-to-day workforce engagement is the responsibility of executive management. Alongside this, the Board also engages with
employees throughout the year, and keeps engagement mechanisms under review to ensure they remain effective. The current
arrangements are as follows:
DNED engagement
There is a clearly defined
programme for workforce
engagement by the
Designated Non-Executive
Director for workforce
engagement (“DNED”).
Susan Hooper is appointed as the DNED in accordance with the Code.
The FY23 DNED workforce engagement schedule included meetings with groups of Moonpig
employees from Guernsey, Manchester and Tamworth and with employees of the Experiences
segment.
The topics covered included the outcomes of employee engagement surveys and location-
specific feedback from employees. The Board was provided with feedback from those sessions.
The DNED also met with the leadership of the People Team (human resources function) to review
the output from employee engagement surveys.
A defined programme of workforce engagement meetings has been drawn up for FY24.
From H2 FY23 onwards, the DNED has and will join several employee “All Hands” meetings each
year for Moonpig, Greetz and Experiences as an observer.
For FY24 we have increased the frequency of reporting to the Board on workforce engagement
activities.
Wider Board
engagement
The NEDs engage directly
with the workforce in
ways that are relevant
and provide the full Board
with insight into employee
engagement.
To ensure that all members of the Board have good visibility of the key business operations,
Executive Committee members attend Board meetings regularly to provide updates on their
areas of expertise and the execution of the Group’s strategy.
All Board members participated in a visit to the new Tamworth operational facility in January
2023.
Individual NEDs have interacted with employees at various occasions during the year. These
ongoing interactions not only allow Group employees to benefit from the guidance of the NEDs
but also allow the Board to better inform their perspectives on workforce engagement and
succession planning:
Kate Swann meets monthly with the Executive Committee and other senior leaders to discuss
financial performance. She also participated in a hosted employee Q&A session at the Group’s
annual strategy day.
David Keens met with the finance function leadership team.
Niall Wass met with the technology leadership team.
Susan Hooper met with the ESG lead on the Executive Committee to discuss matters related to
the Group’s climate transition planning.
Board oversight
The Board reviews twice-
annual engagement
survey results as part of
its oversight of workforce
engagement and receives
regular feedback from the
DNED.
Executive management carries out a twice-annual, externally facilitated employee engagement
surveys to ensure that employees are given a voice and that the business can act on employee
feedback
1
. The Board uses these as one basis for assessing overall levels of workforce
engagement.
The Group has set a goal to reach an employee engagement score of at least 72%, which is
embedded in the Group’s ESG strategy (see page 29).
On average, across the two employee surveys that the Group carried out in the year, 78% of
employees were proud to work for the Group (FY22: 83%).
However, the Group’s average overall employee engagement score for the two surveys was
below target, at 61% (FY22: 65%), reflecting the relative difficulties of operating in an economic
downturn, characterised by more disciplined cost control and greater challenge involved in
meeting targets.
1 These surveys currently operate across Moonpig and Greetz and will be rolled-out to the recently acquired Experiences segment in FY24.
Corporate governance statement
Moonpig Group plc | Annual Report and Accounts 2023
84
Shareholder engagement
The Board maintains a clear understanding of the views of investors, through the following means:
Investor relations
The CFO is responsible for
a defined investor relations
programme that aims
to ensure that existing
and potential investors
understand the Group’s
strategy and business.
The Executive Directors make formal presentations on the half-year and full-year results which
are made available to all existing and potential shareholders on the Group’s investor relations
website.
The results presentations are followed by formal investor roadshows. There is also an ongoing
programme of meetings with investors, in response to both inbound and outbound requests.
These meetings cover topics including strategy, performance and ESG matters, with care taken to
ensure that price-sensitive information is released to all shareholders at the same time.
During FY23, the Executive Directors between them attended one-on-one shareholder meetings,
group meetings (including meetings hosted by equity research analysts) and investor conference
days. A combination of face-to-face and virtual meetings were held.
The CFO liaises directly with analysts to obtain their feedback on investor sentiment. This includes
the eleven sell-side analysts that maintained research coverage and published financial
estimates relating to the Group as at 30 April 2023 (30 April 2022: nine).
Non-executive
engagement
The Chair, the SID and the
committee chairs directly
engage with shareholders
where appropriate.
The Chair, the SID and the chairs of the three Board committees are each available for meetings
with major shareholders to discuss matters related to their areas of responsibility. All Directors
attended the 2022 AGM, which was held in person.
The Company Secretary wrote to the Company’s ten largest shareholders offering engagement
with the Chair, SID and each of the committee chairs. As a result of this, and in response to
inbound requests, the Chair engaged with several shareholders.
The SID, David Keens, engaged with shareholders who voted against the Chair’s re-election
at the AGM, despite only 9% of votes against the resolution, which is below the 20% threshold
requiring formal engagement under the Code. Concerns included potential overboarding based
on an assessment of the number of roles against their generally applicable guidelines of any
chair’s commitments rather than specific concerns about the Chair. Additional disclosures on
the Chair’s time commitments are now provided on page 89. The Chair has a 100% attendance
record for all Board and committee meetings since her appointment.
Some shareholders expressed concerns about the Chair’s independence and therefore her
membership of the Remuneration Committee. Following the annual review of the composition of
the Board and its Committees, and given the Board’s evolution since Admission in 2021, it was
determined that the Chair would step down from the Remuneration Committee with effect from
29 March 2023. The Remuneration Committee is now comprised solely of Independent Non-
Executive Directors.
The chairs of the three Board committees attended the 2022 AGM to answer any questions and
have engaged as follows:
The SID has engaged with shareholders in relation to the Chair of the Board as noted above,
on matters concerning the Nomination Committee’s area of responsibility.
The Chair of the Remuneration Committee (together with the Chair) has consulted with the
Group’s ten largest shareholders after Exponent in relation to the revised Remuneration Policy
which is to be presented to shareholders for approval at the September 2023 AGM.
Board oversight
The Board is kept informed
of the views and opinions
of shareholders and
analysts.
Directors receive routine investor relations updates from the CFO at each Board Meeting.
The Company’s corporate brokers, J.P. Morgan Cazenove, attended several Board meetings at
which they provided insight on investor sentiment and feedback.
The Board is provided with monthly share register analysis, market reports from the Company’s
corporate brokers and published equity research reports.
85
Strategic report Financial statementsCorporate governance
Division of responsibilities
There is a clear division between executive and non-executive responsibilities. The roles of Non-Executive Chair and CEO are not held
by the same person. The division of role responsibilities between the Non-Executive Chair and the CEO is set out in a written statement
that has been approved by the Board and is accessible at www.moonpig.group/investors.
Non-Executive Chair
Leads the Board and is responsible for the overall effectiveness of Board governance.
Sets the Board’s agenda, with emphasis on strategy, performance and value creation.
Ensures good governance.
Shapes the culture of the Board, promoting openness and debate.
Ensures the Board receives the information necessary to fulfil their duties.
Chief Executive Officer
Develops strategies, plans and objectives for proposing to the Board.
Runs the Group on a day-to-day basis and implements the Board’s decisions.
Leads the organisation to ensure the delivery of the strategy agreed by the Board.
Chief Financial Officer
Provides strategic financial leadership of the Group, runs the finance function and works
alongside the CEO in the day-to-day running of the Group.
Has operational responsibility for risk management, including climate-related risk
management.
Responsible for investor relations.
Senior Independent
Non-Executive Director
Acts as a sounding board for the Non-Executive Chair.
Available to shareholders if they require contact both generally and when the normal
channels of Non-Executive Chair, CEO or CFO are not appropriate.
Leads the annual appraisal of the Non-Executive Chair’s performance and the search
for a new Chair, when necessary.
Non-Executive Directors
Demonstrate independence and impartiality (other than the Nominee Director).
Bring experience and special expertise to the Board.
Constructively challenge the Executive Directors.
Monitor the delivery of the strategy within the risk and control framework set by the
Board.
Monitor the integrity and effectiveness of the Group’s financial reporting, internal
controls and risk management systems.
Company Secretary
Responsible for advising the Board and assisting the Non-Executive Chair in all
corporate governance matters.
Corporate governance statement
Moonpig Group plc | Annual Report and Accounts 2023
86
The Boards Approach to Section 172
The Code requires the Board to understand the views of the Company’s key stakeholders and describe how their interests and the
matters set out in section 172 of the Companies Act 2006 (the “Act”) have been considered in Board discussions and decision-making.
The Board’s approach during FY23 to the matters set out in section 172 of the Act is summarised below. Our key stakeholder groups, the
interests of these key stakeholders and the Board’s approach to considering these interests are set out in the Strategic report on pages
24 to 26.
Section 172(1) of the Companies Act 2006 The Board’s approach
(a) Long-term decision-making
The Board maintains oversight of the
Group’s performance, and reserves
to itself specific matters for approval,
including the strategic direction of the
Group, M&A activity and entering material
contracts above set thresholds.
Agreed the Group’s strategy, which is set out on pages 18 to 19 of this Report.
Reviewed the Group’s risk management framework (see pages 66 to 67) and
considered the Group’s principal risks (see pages 68 to 70).
Approved the Group’s FY24 annual budget three-year plan at the April 2023
Board meeting.
(b) Interests of employees
The success of the Group depends upon
a highly skilled and motivated workforce
and an entrepreneurial and innovative
culture, set within structures that provide
fairness for all.
Reviewed the Group’s ESG strategy, which includes goals focused on increasing
the representation of women and ethnic minorities in our leadership and raising
employee engagement (see pages 28 to 31).
Approved an all-employee award under the Group’s SAYE Scheme.
Received updates from the DNED on workforce engagement activities.
Received updates on the results of employee engagement surveys.
The Group’s incentivisation structures have been rolled out to Experiences.
(c) Fostering business relationships with
suppliers, customers and others
The Group works with a significant
number and variety of customers,
suppliers, providers and other third
parties. It is of great importance that
relationships with those parties are
appropriate.
Received presentations on specific business areas from members of the
Executive Committee. In each case, discussion includes the impact of the
Group’s activities upon customers, suppliers and partners.
Reviewed the Customer NPS; part of the ESG strategy is to achieve a score of at
least 70%.
Considered and approved the Group’s Modern Slavery Statement.
(d) Impact of operations on the
community and the environment
The Group seeks to ensure that it
provides a positive contribution to the
communities in which it operates and to
the environment.
Reviewed the Group’s delivery to date against its ESG strategy, which includes
goals focused on community and environmental impact. The Board approved
updates to the ESG strategy (see pages 28 to 31).
Approved the Group’s inaugural climate transition plan (see pages 46 to 47).
(e) Maintaining high standards of
business conduct
The Board sets the Group’s purpose,
values and strategy and satisfies itself
that these are aligned with the Group’s
culture. It oversees the Group’s risk
management processes and internal
control environment.
Operates a comprehensive corporate governance framework, which is
summarised on page 81.
Complied in full with the Code throughout the year.
Approved a range of policies and procedures which promote corporate
responsibility and ethical behaviour.
Training needs were assessed as part of the Board’s annual evaluation.
Received regular corporate governance updates.
Received an update on culture and values.
(f) Acting fairly between members
The Board aims to understand the views
of shareholders and to always act in their
best interests.
Spent considerable time engaging with the Group’s shareholders.
Engaged with shareholders through the Chair, Senior Independent Non-
Executive Director (“SID”), Committee Chairs, CEO and CFO as appropriate.
Attended the 2022 AGM.
A Relationship Agreement has been entered into with Exponent to ensure that
the Company is capable at all times of carrying on its business independently of
its former controlling shareholder and its associates, further details of which are
set out on page 88.
87
Strategic report Financial statementsCorporate governance
Composition, succession and evaluation
Board composition
The Board comprises eight Directors: The Non-Executive Chair (who the Board considers to be independent on appointment), two
Executive Directors, four Independent Non-Executive Directors and one Non-Executive Director (the “Nominee Director”).
The Company regards each of the Independent Non-Executive Directors (i.e. the Non-Executive Directors excluding the Nominee
Director) as “independent” within the meaning of the Code and free from any business or other relationship that could materially
interfere with the exercise of their independent judgement. Accordingly, the Company complies with the Code recommendation that
at least half the Board, excluding the Chair, should be independent.
The Nomination Committee reviews the independence of the Non-Executive Directors annually and has confirmed to the Board
that it considers each of the Independent Non-Executive Directors to be independent and the Non-Executive Chair to have been
independent on appointment, in accordance with the Code and as explained in the 2021 Annual Report and Accounts.
The Relationship Agreement
The Company and Exponent have entered into a relationship agreement (the “Relationship Agreement”) to ensure that the Company is
capable at all times of carrying on its business independently of its former controlling shareholder and its associates.
Under the Relationship Agreement, Exponent has a right to nominate one Non-Executive Director to the Board whilst its and its
associates’ shareholding in the Company are greater than or equal to 10%. As at the date of this Report, Exponent’s shareholding
in the Company is 12.0%. The Nominee Director is not considered to be independent within the meaning of the Code. Exponent
appointed one Nominee Director at Admission, being Simon Davidson.
Board and Committee membership
The membership of the Committees of the Board and attendance at scheduled Board and Committee meetings for FY23 are set out in
the table below:
Attendance at meetings during FY23
Name
1,2
Date of
appointment
to the Board
3
Board
meetings
Audit
Committee
meetings
Remuneration
Committee
meetings
Nomination
Committee
meetings
Kate Swann 10/01/2021 10/10 N/a 3/3 2/2
Nickyl Raithatha 23/12/2020 10/10 N/a N/a N/a
Andy MacKinnon 23/12/2020 10/10 N/a N/a N/a
David Keens 10/01/2021 10/10 4/4 4/4 2/2
Niall Wass 10/01/2021 10/10 4/4 4/4 2/2
Susan Hooper 10/01/2021 10/10 4/4 4/4 2/2
Simon Davidson 10/01/2021 10/10 N/a N/a N/a
ShanMae Teo
1
27/06/2022 8/8 3/3 3/3 1/1
1 The composition of the Board and its Committees is shown as at 30 April 2023. Kate Swann stepped down from the Remuneration Committee on 29 March 2023.
ShanMae Teo was appointed to the Board and the Audit, Nomination and Remuneration Committees at the conclusion of the Board meeting on 27 June 2022.
2 The Disclosure Committee has been omitted from the above table as it meets only on an ad hoc basis, rather than on a scheduled basis.
3 The following Board members previously served as Directors of the predecessor ultimate holding company, Kate Swann (since 23 October 2019), Nickyl Raithatha
(since 12 September 2019), Andy MacKinnon (since 12 September 2019) and Simon Davidson (since 5 October 2015).
Ad hoc conference calls and Committee meetings were also convened to deal with specific matters which required attention between
scheduled meetings.
Corporate governance statement
Moonpig Group plc | Annual Report and Accounts 2023
88
Board appointments
Following an external search process, ShanMae Teo was appointed as an additional Independent Non-Executive Director on 27 June
2022. Further details are set out in the Nomination Committee report on page 102.
Board evaluation
During the year the Board completed its second internally facilitated review of the Board, its Committees, the Chair and the individual
Directors. The review was led by the Senior Independent Non-Executive Director (“SID”), with assistance from the Company Secretary.
The review took the form of an online questionnaire that was completed by the Directors. The questions covered strategy, purpose
and culture, the Board’s role and composition, Board effectiveness, risk management, accountability, relationships with stakeholders,
behaviours of the Board as a whole and of the individual Directors and the operation of each of the Board’s Committees. The SID
then conducted individual interviews with each of the Directors, excluding the Chair, to assess the Chair’s performance and that of
the Board as a whole. Following those interviews the SID provided feedback to the Chair on her performance. The questionnaire and
interview responses were collated on an unattributed basis and summaries presented to the appropriate Committees and to the Board
for discussion.
The annual evaluation of the Board’s performance included an assessment of the Chair’s commitment to her role. The Board
determined that the Chair’s appointment as Chair of Moonpig is not subservient to her other interests. Her diary management and time
management of Moonpig Board meetings is exemplary and she has recorded 100% attendance at all Board and Committee meetings.
The Chair is available at all times outside of scheduled Company meetings and she engages with the Executive Directors and wider
management on a regular and frequent basis. The Board therefore concludes that the Chair continues to devote sufficient time to meet
her Board responsibilities and demonstrates commitment to her role.
Overall, the results showed that the Board and its Committees continue to operate well. Most review areas were scored as either good
or excellent, with consistency in scoring and commentary between individual submissions. Whilst it was acknowledged that progress
had been made on the areas identified for further development in last year’s Board evaluation, the Board concluded that succession
planning and workforce engagement continued to be the main areas of focus for further development. An action plan and timetable
is in place to update the Board on work in these areas in FY24. The review of the composition of the Board and its Committees
concluded that given the Board’s evolution since Admission in 2021, Kate Swann would step down from the Remuneration Committee
with effect from 29 March 2023.
The Board intends that the evaluation process in FY24 will be conducted by a third party, thereby complying with the Code
recommendation that an externally facilitated evaluation takes place at least every three years.
89
Strategic report Financial statementsCorporate governance
Operation of the Board
Board activities in FY23
The Board makes decisions in order to ensure the long-term success of the Group whilst taking into consideration the interests of wider
stakeholders as required under section 172 of the Act. Board meetings are one of the mechanisms through which the Board discharges
this duty. Further information about the Board’s approach to section 172 is set out earlier in this section and further information on
stakeholder engagement is included on pages 24 to 26.
The following table sets out some of the Board’s key activities during FY23:
Strategy and operations
Held a Board strategy review day.
Reviewed strategic and operational
performance.
Approved the Group’s inaugural Climate
Transition Plan.
Oversaw completion of the acquisition of
Experiences.
Monitored the delivery of key strategic
projects to migrate Greetz onto the unified
technology platform and to construct
new operational facilities in Almere and
Tamworth.
Monitored the Group’s operational
response to more challenging external
conditions, including activity to partially
mitigate the impact of Royal Mail
industrial action.
People and culture
Reviewed the move to a new organisation
structure for Moonpig and Greetz,
following migration to a unified single
technology platform.
Received feedback from employee
engagement surveys.
Approved the updated Board Diversity
Policy.
Considered the Group’s culture and
values.
The DNED and other Non-Executive
Directors met directly with employees
throughout the year.
The CEO and CFO attend “All Hands”
meetings with Moonpig and Greetz
employees, and equivalent meetings with
Experiences employees.
Financial
Reviewed trading updates and financial
performance against budget.
Approved the FY24 annual budget and
three-year plan.
Approved the Group’s trading updates
and half year and full year results
announcements.
Approved audited financial statements for
the year ended 30 April 2022.
Reviewed the response to a request for
information from the FRC’s Corporate
Reporting Review (see Audit Committee
report at page 96).
Governance
Reviewed the Group’s compliance with
the UK Corporate Governance Code.
Agreed the annual programme of
business for the Board and each of the
Committees.
Undertook an evaluation of the Board,
its Committees and the Chair’s and
individual Directors’ performance.
Reviewed the Committees’ Terms of
Reference.
Reviewed the internal systems of control.
Risk management
Reviewed principal and emerging risks,
including climate-related risks.
Reviewed the extension of the Group’s
risk management framework to the newly
acquired Experiences segment.
Investors and other stakeholders
Received reports and updates on investor
relations activities.
Reviewed the Group’s ESG strategy and
progress to date in delivery against it.
The CEO and CFO met regularly with
existing and potential investors as part of
a defined investor relations programme,
as set out on page 85.
The Chair, the SID and the committee
chairs have directly engaged with
shareholders as set out on page 85.
The Company Secretary wrote to the
Company’s top ten shareholders offering
engagement with the Chair, SID or
Committee Chairs.
All Directors attend the AGM and are
available to shareholders at that meeting.
Corporate governance statement
Moonpig Group plc | Annual Report and Accounts 2023
90
Advice for Directors
All Directors have the right to have any concerns about the operation of the Board recorded in the minutes. All Directors may seek
independent professional advice in connection with their roles as Directors at the expense of the Company and have access to the
advice and services of the Company Secretary.
Election and re-election
The Company’s Articles of Association (“Articles”) specify that a Director appointed by the Board must stand for election at the first
AGM after such appointment and at each AGM thereafter every Director shall retire from office and seek re-election by shareholders.
This is in line with the Code, which recommends that Directors should be subject to annual re-election. All Directors will offer
themselves for re-election at the 2023 AGM.
Appointment, removal and tenure
The rules relating to the appointment and removal of Directors are set out in the Company’s Articles.
Non-Executive Directors are appointed for a term of three years, subject to earlier termination, including provision for early termination
by either the Company or by the individual on three months’ notice. All Non-Executive Directors serve based on letters of appointment,
which are available for inspection at the Company’s registered office and at the AGM.
All Non-Executive Directors are required to devote sufficient time to meet their Board responsibilities and demonstrate commitment
to their role. The time commitment of each Non-Executive Director was considered prior to their appointment to determine that it was
appropriate. The letters of appointment for each Non-Executive Director specify the time commitment expected of them and contain
an undertaking that they will have sufficient time to meet the expectations of their role.
The Board considers new external appointments in advance to determine that there are no conflicts of interest and that the Director
would continue to have sufficient time to devote to his or her role with the Group.
Conflicts of interest
In accordance with the Company’s Articles, the Board has a formal system in place for Directors to declare conflicts of interest and for
such conflicts to be considered for authorisation. Any external appointments or other significant commitments of the Directors require
the prior approval of the Board. None of the Executive Directors have any external directorships as at the date of this report. The Board
is comfortable that external appointments of the Chair and the Independent Non-Executive Directors do not create any conflict of
interest and do not adversely affect the time that any Director devotes to the Company and believes that this experience enhances the
capability of the Board.
Audit, risk and internal control
The Board accepts responsibility for determining the nature and extent of the significant risks it is willing to take in achieving its
strategic objectives and monitors and reviews the effectiveness of the Company’s risk management and internal control systems.
Further details can be found in the Audit Committee report and in the risk management section of the Strategic report.
On 29 March 2023 the Audit Committee completed its annual reassessment of risk management and internal control systems and this
was considered in detail and approved by the Board.
Remuneration
The Directors’ Remuneration Report describes the policies and practices in place to ensure that the Group’s leadership is motivated
to deliver long-term sustainable growth. The work of the Remuneration Committee is also described in the Directors’ Remuneration
Report, which is set out later in this Governance section on pages 104 to 124.
Kate Swann
Chair
28 June 2023
91
Strategic report Financial statementsCorporate governance
Overview
The Audit Committee (“Committee”) comprises four Independent Non-Executive Directors.
David Keens and ShanMae Teo are considered by the Board to have recent and relevant financial and
accounting experience. All members have relevant commercial and operating experience.
Four meetings were held during the year.
The CFO, other Directors, members of management, the internal auditors and the external auditors attend
meetings by invitation.
The Committee members hold closed sessions with the external auditors and the internal auditors.
For more information on the Committee’s Terms of Reference visit www.moonpig.group/investors.
Committee member
Meetings
attended
David Keens (Chair of the Committee and Senior Independent NED) 4/4
Susan Hooper (Independent NED) 4/4
Niall Wass (Independent NED) 4/4
ShanMae Teo (Independent NED)
1
3/3
1 ShanMae Teo was appointed to the Board (and the Committee) during the year.
Main Committee activities during FY23
Approved the financial statements for the year ended 30
April 2022.
Approved the Group’s trading updates.
Reviewed key areas of financial judgement and ensured
consistency of approach has been applied.
Reviewed the implementation of additional TCFD disclosures
and voluntary disclosure applying the SASB Standards.
Approved the external audit plan and fee and reviewed the
effectiveness of PricewaterhouseCoopers LLP as external
auditors.
Approved the internal audit plan and reviewed the
effectiveness of KPMG LLP as internal auditors.
Assisted the Board in its review of the effectiveness of
the Group’s risk management framework, including the
consistency of application across the Moonpig, Greetz and
Experiences segments.
Reviewed the Group’s evaluation of principal risks and
uncertainties.
Reviewed the Committee’s performance, its composition and
Terms of Reference.
Reviewed the Group’s whistleblowing procedures and made
recommendations to the Board.
Committee focus areas for FY24
Approve the financial statements for the year ended 30
April 2023.
Discuss key areas of financial judgement and estimates
used by management.
Assist the Board in its review of the effectiveness of the
Group’s risk management and internal control systems.
Review the principal risks identified by management and
the mitigating actions taken.
Review the performance of the external auditors.
Review the performance of the internal auditors and
monitor progress against the internal audit plan.
Audit Committee report
Moonpig Group plc | Annual Report and Accounts 2023
92
The Audit Committee has
monitored accounting policies,
risk management and internal
controls, focusing on their
consistent application across
theGroup.
Dear shareholders,
I am pleased to present the Group’s Audit Committee report. This provides a summary of the Committee’s role and activities for the
year ended 30 April 2023 and sets out the work that the Committee has performed in respect of this Annual Report.
The Committee is comprised of Independent Non-Executive Directors: David Keens, Niall Wass, Susan Hooper and ShanMae Teo.
All members (and therefore the Committee as a whole) have relevant commercial and operational experience, whilst David
Keens and ShanMae Teo fulfil the requirement for a committee member to have recent and relevant financial experience. The
biographies of each member of the Committee are set out on pages 76 to 79.
The internal audit function is outsourced to KPMG LLP, which provides the Group with specialist expertise in delivering a risk-
based rolling review programme. KPMG LLP and the Group’s external auditors PricewaterhouseCoopers LLP each attended all
four Committee meetings held during the year. The CFO, other Directors and members of management attended by invitation.
Both the external auditors and the internal auditors will continue to attend future meetings.
The Committee’s Terms of Reference include monitoring the integrity of the Group’s financial reporting, the effectiveness of the risk
management framework, internal audit and the independence and effectiveness of external audit. When carrying out its work
during FY23, the Committee has focused on significant business developments, in particular:
Following the acquisition of Experiences, the Committee reviewed the extension of the Group’s risk management framework to
this segment and has identified areas of risk and judgement relating to it.
Given year-on-year growth in capital expenditure across both operational facilities and technology development, the
Committee has confirmed that accounting policies relating to capitalisation have been consistently applied year-on-year.
The Committee has reviewed the expanded ESG disclosures including Scope 3 emissions data, TCFD metrics and targets, the
climate transition plan and voluntary disclosure applying the SASB Standards. The Committee also reviewed management’s
conclusion that the climate risk assessment had no material implications for the measurement of assets and liabilities in the
consolidated balance sheet.
During the year, the FRC’s Corporate Reporting Review team completed a review of our FY22 Annual Report. Their enquiries,
which have since been closed, concerned our disclosures on the recoverability of the Parent Company investment in subsidiary.
Further details are set out on page 96.
The Committee has reviewed the content in the Annual Report and considers that it is fair, balanced and understandable.
Whilst this Audit Committee report contains some of the matters addressed during the year, it should be read in conjunction with
the external auditors’ report starting on page 130 and the Moonpig Group plc financial statements in general.
At the 2023 AGM, shareholders will vote on the Board’s recommendation to reappoint PricewaterhouseCoopers LLP as the Group’s
external auditors. During the year, the Committee performed a review of the external auditors’ performance and concluded that
the external auditors remained effective.
David Keens
Chair of the Audit Committee
28 June 2023
93
Strategic report Financial statementsCorporate governance
Financial reporting
The primary role of the Committee in relation to financial reporting is to review and monitor the integrity of the financial statements,
including annual and half-year reports and any other formal announcement relating to the Group’s financial performance.
In the preparation of the Group’s FY23 financial statements, the Committee assessed the accounting principles and policies adopted
and whether management had made appropriate estimates and judgements.
In doing so, the Committee discussed management reports and enquired into judgements made. The Committee reviewed the reports
prepared by the external auditors on the FY23 Annual Report.
The Committee, together with management, identified significant areas of financial statement risk and judgement as described below.
Description of significant area Audit Committee action
Capitalised development costs
The amount of employee costs that the Group
capitalises as internally generated intangible
assets is significant and has risen as the Group
has invested more in technology headcount
to accelerate the creation of new revenue-
generating functionality.
Management makes estimates and judgements
when assessing whether development costs
incurred meets the criteria for capitalisation under
IAS 38 Intangible Assets.
The Committee reviewed the Group’s capitalisation policies, which remain
unchanged year-on-year, and is satisfied that these are appropriate and in
accordance with accounting standards.
The Committee considered the procedures and controls in place for capitalised
development costs, including those relating to capitalisation of employee
benefits and assessing the carrying amounts and remaining useful economic
lives of previously capitalised intangible assets. The Committee is satisfied that
these controls are appropriate and have been consistently applied year-on-year.
The Committee confirmed that policies and procedures operated at Experiences
since acquisition relating to capitalised development costs were consistent with
those for the Group as a whole.
Experiences merchant accrual
Measurement of the Experiences segment
merchant accrual requires estimation of the
expected future amounts that will become payable
to merchant providers and a change in the
assumptions used to calculate it could materially
affect the amount of revenue recognised.
The Committee reviewed the estimates of future payments to merchant
providers prepared by management and was satisfied that these were
consistent with the actual commission rates or “take” rates relating to experience
deals sold and that they were consistent with long-run historical actual rates of
redemption by recipients.
Alternative Performance Measures
The Annual Report includes reference to
Alternative Performance Measures (“APMs”),
including Adjusted EBITDA, which the Directors
consider provide useful financial information in
addition to IFRS measures. Determining which
items should be classified as Adjusting Items
involves the exercise of judgement.
The Committee reviewed the classification of amounts as Adjusting Items
and considered the disclosures around APMs to satisfy itself that these are
appropriate, including:
Whether definitions are clear.
Whether there is a clear reconciliation to IFRS measures.
Use of “Adjusted” as the principal description for APMs in preference for
terms such as “non-recurring” or “one-off”.
Ensuring balanced prominence of APMs and IFRS measures taken across
the Annual Report as a whole.
Business combination
During the year, the Group completed the
acquisition of Experiences. The accounting for this
transaction requires judgement in determining fair
values attributed to assets acquired and liabilities
assumed. This includes determining whether any
intangible assets should be recognised separately
from goodwill, estimating their useful lives and
calculating an appropriate discount rate for
impairment testing purposes.
The Committee reviewed management’s assumptions and disclosure
regarding the IFRS 3 allocation of the purchase price to the identifiable assets
acquired and liabilities assumed. The Committee was satisfied with
the conclusions reached.
As part of their work, the Committee reviewed the purchase price allocation
valuation report commissioned by management from a specialist third party.
The Committee considered the relative size of goodwill of £137.3m, which
compares to the total estimated fair value of identified intangible assets
of £41.0m and concluded that this was appropriate, considering the large
negative net working capital position of the acquired business. It was also noted
that a significant proportion of forecast future cash flows relate to acquiring new
customers and as these new customers do not meet the criteria to be valued as
separable intangibles, their value resides in goodwill.
Audit Committee report
Moonpig Group plc | Annual Report and Accounts 2023
94
Description of significant area Audit Committee action
Assessment of impairment
Goodwill in the consolidated financial statements
and the investment in subsidiary in the Company
financial statements were each assessed for
impairment at 30 April 2023.
In view of the reduction in the Company’s market
capitalisation, judgement is required to assess
the extent to which this represents evidence of
impairment.
The assessment of carrying amount involves
estimation of growth rates applied to cash flows
in the value in use model, the discount rate and to
the determination of the duration of the projections
period prior to applying a perpetuity growth rate.
On the basis that the pre-perpetuity projections
period exceeds five years, judgement is required
to establish that the reliability and past forecast
accuracy requirements of paragraph 35 of IAS 36
are met.
Judgement is also required to determine
appropriate sensitivity scenarios that capture
plausible changes in the key assumptions of the
value in use calculation.
The Committee considered whether a market capitalisation lower than the
Company’s net assets and the estimated recoverable amount of the investment
in subsidiary represents evidence of impairment. The Committee agrees with
management’s view that volatility in listed companies’ share prices is not directly
correlated with the recoverable amount of their investments in subsidiaries.
Movements in share price such as those seen in the last year are not unique to
the Company.
The Committee considered the assumed pre-perpetuity growth rates in the
value in use model and was satisfied that these were appropriate, taking into
account third party estimates of growth for the online segment of the market, the
continued capture of online market share, revenue growth driven through gift
attachment and investment to date in technology and data platforms.
Management’s calculation of estimated value in use as at April 2023
incorporates a seven-year pre-perpetuity period (April 2022: eight years), with
the year-on-year movement reflecting the effluxion of time. The Committee
considered the application of this and was satisfied that the online segments of
the Group’s markets have headroom for continued growth at the assumed rates
for at least seven years.
The Committee satisfied itself as to management’s justification that it can
forecast cash flows accurately over a period longer than five years, noting that:
The nature of the Group’s markets and the stable, predictable behaviour of
its customer base resulted in a consistent historical profile of revenue growth
prior to Covid.
Whilst the Group reduced its full year FY23 revenue guidance in its half year
results announcement published on 5 December 2022, it also confirmed that
its profit expectations were unchanged, highlighting the relative financial
resilience of the Group’s business model.
The drivers of the reduction in revenue guidance were cyclical rather than
structural, or else short term in impact.
The Committee considered the sensitivity analysis performed by management
and was satisfied that disclosure is sufficient to provide information on the
impact of a plausible change in the key assumptions of the value in use
calculation.
The Committee agreed with the Directors that, in view of the outcome of the
sensitivity analysis, the assessment of impairment should be considered as
major source of estimation uncertainty that has a significant risk of resulting in
a material adjustment to the carrying amount within the year ending 30 April
2024 under paragraph 125 of IAS 1. This applies both in respect of goodwill
recognised in the consolidated financial statements relating to the Experiences
CGU and to the carrying amount of investments in the Parent Company financial
statements. The Committee notes that the Group and Company has accordingly
disclosed the quantification of all key assumptions in its value in use estimates
and the impact of a plausible change in each key assumption.
Going concern and viability statement
The Directors must satisfy themselves as to the
Group’s viability and confirm that they have a
reasonable expectation that it will continue to
operate and meet its liabilities as they fall due.
The period over which the Directors have
determined it is appropriate to assess the
prospects of the Group has been defined as three
years. In addition, the Directors must consider if the
going concern assumption is appropriate.
The Committee reviewed management’s schedules supporting the going
concern assessment and viability statements. These included the Group’s
medium-term plan and cash flow forecasts for the period to April 2026. The
Committee discussed with management the appropriateness of the three-
year period and discussed the correlation with the Group’s principal risks and
uncertainties as disclosed on pages 68 to 70.
The feasibility of mitigating actions and the potential speed of implementation
to achieve any flexibility required were discussed. Scenarios covering events that
could adversely impact the Group were considered. The Committee evaluated
the conclusions over going concern and viability and the proposed disclosures
in the financial statements and satisfied itself that the financial statements
appropriately reflect the conclusions.
95
Strategic report Financial statementsCorporate governance
FRC Corporate Reporting Review
During the year, the Group corresponded with the FRC’s Corporate Reporting Review team in connection with its review of our Annual
Report for FY22. The FRC raised enquiries, which have since been closed, regarding Moonpig Group plc’s disclosures concerning the
recoverability of the Parent Company investment in subsidiary:
The FRC requested that the Group clarify the basis for the eight-year forecast period used in estimating the value in use of
investments in subsidiaries as at 30 April 2022 and how this was considered to meet the reliability and past forecasting accuracy
requirements of IAS 36 Impairment of Assets which otherwise requires a maximum forecast period of five years. The Group
explained the rationale and confirmed that it would disclose this in future annual reports to the extent that it remains relevant.
The Group agreed that it would keep under review the extent to which any changes in market conditions and trading results might
require updates to the forecast period and other aspects of the value in use calculation.
The FRC requested further detail of other aspects of the assumptions applied in estimating the value in use and related
sensitivities, which the Group provided. The Group agreed to expand its disclosure in this area in this Annual Report on the basis
that it may provide useful information to the reader.
The FRC has asked that we make clear the inherent limitations of their review, which are that it provides no assurance that the Group’s
report and accounts are correct in all material respects, that the FRC’s role is not to verify the information provided but to consider
compliance with reporting requirements and that correspondence from the FRC was on the basis that it accepts no reliance on them
by the Company or any third party, including but not limited to investors and shareholders. It was conducted by staff of the FRC who
understood the relevant legal and accounting framework and was based on the Group’s FY22 Annual Report and Accounts but did
not benefit from detailed knowledge of the Group’s business or an understanding of the underlying transactions entered.
Fair, balanced and understandable
At the request of the Board, the Committee has reviewed the content of the FY23 Annual Report and considered whether, taken as
a whole, in its opinion it is fair, balanced and understandable and provides the information necessary for shareholders to assess
the Company’s position, performance, business model and strategy. The Committee was provided with an early draft of the Annual
Report and provided feedback on areas where further clarity or information was required to provide a complete picture of the Group’s
performance. The final draft was presented to the Committee for review before being recommended for approval by the Board. When
forming its opinion, the Committee reflected on discussions held during the year and reports received from the internal auditors and
external auditors and considered the following:
Key considerations
Is the report fair? Is a complete picture presented and has any sensitive material been omitted that should have been
included?
Are key messages in the narrative aligned with the KPIs and are they reflected in the financial
reporting?
Are the revenue streams described in the narrative consistent with those used for financial reporting
in the financial statements?
Is the report balanced? Is there a good level of consistency between the reports in the front and the reporting in the back of
the Annual Report?
Do you get the same messages when reading the front end and the back end independently?
Is there an appropriate balance between statutory and adjusted measures and are any adjustments
explained clearly with appropriate prominence?
Are the key judgements referred to in the narrative reporting and significant issues reported in the
Report of the Audit Committee consistent with disclosures of key estimation uncertainties and critical
judgements set out in the financial statements?
How do these disclosures compare with the risks that PricewaterhouseCoopers LLP include in their
report?
Is the report
understandable?
Is there a clear and cohesive framework for the Annual Report?
Are the important messages highlighted and appropriately themed throughout the document?
Is the report written in accessible language and are the messages clearly drawn out?
Following the Committee’s review, the Directors confirm that, in their opinion, the FY23 Annual Report, taken as a whole, is
fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position,
performance, business model and strategy.
Audit Committee report
Moonpig Group plc | Annual Report and Accounts 2023
96
Risk management and internal control
The Committee’s responsibilities include assisting the Board in its oversight of risk management. This includes:
Overall risk appetite, tolerance, strategy and culture.
Current risk exposures and future risk strategy.
Risks related to climate change and transition to a low-carbon economy, in accordance with TCFD.
Compliance with relevant legal and regulatory requirements.
Reviewing annually the effectiveness of the Group’s internal control framework.
Reviewing reports from the external and internal auditors on any issues identified in the course of their work and ensuring that
there are appropriate responses from management.
In March 2023, the Committee conducted its annual review of the effectiveness of the Group’s risk management and internal control
systems, to support the Board in doing the same. The Committee received a report from management outlining their assessment of risk
management and internal controls, which they discussed with both the internal and external auditors.
The Committee’s review was informed by their ongoing oversight of risk management and internal control throughout the year. This
included the review of reports on internal and external audit, whistleblowing, due diligence and improvements to risk management
systems, as well as discussions with the internal and external auditors (including closed sessions where management are not present).
The Committee’s review included the impact of significant changes that occurred during the year (which are summarised in the Risk
Management section of the Strategic report on page 67) such as the acquisition of Experiences, the expansion of the Group’s in-house
stock fulfilment activities and interest rate hedging instruments. The Committee’s oversight of risk management and internal control
informed decisions on the internal audit programme for the upcoming year. The Committee formalised the Board’s risk appetite as a
Risk Appetite Statement, which was subsequently approved by the Board.
The Committee concluded that Group has effective risk management and internal control systems in place for financial reporting and
the preparation of consolidated accounts in line with the FRC’s latest guidance. These systems include policies and procedures to
maintain adequate accounting records, accurately and fairly record transactions and permit the preparation of financial statements in
accordance with IFRS. No significant failings or weaknesses were identified in the year. These systems have been in place throughout
the financial year and up to the date of this report. Management, with the support of internal audit, ensure systems are maintained
and appropriate enhancements are introduced in a timely manner.
The internal control systems include the elements described below.
Element Approach and basis for assurance
Risk management Risk management is the responsibility of the Board as a whole. Day-to-day management of the
Group’s key risks resides with the Executive Committee and is documented in a risk register. A review
and update of the risk register is undertaken twice a year and reviewed by the Audit Committee,
which makes recommendations to the Board. The management of identified risks is delegated to the
Executive Committee and regular updates are given to executive management at monthly meetings.
Financial reporting Group consolidation is performed monthly with a month-end pack produced that includes an income
statement, balance sheet, cash flow and detailed analysis. The month-end pack also includes KPIs,
which are reviewed each month by the Executive Committee and the Board. Results are compared
against the budget, or the latest quarterly-performed forecast and narrative is provided by
management to explain significant variances.
Budgeting and
reforecasting
An annual budget is produced and monthly results are reported against this. Forecasts are also
produced on a quarterly basis to identify management’s latest expectations for how the Group will
perform over the balance of the year versus the original budget. The budget is prepared using a
bottom-up approach, informed by a high-level assessment of market and economic conditions.
Reviews are performed by the Executive Committee, the Executive Directors and by the Board. The
budget is approved by the Board.
Delegation of authority
and approval limits
A documented structure of delegated authorities and approval for transactions is maintained outside
the Schedule of Matters Reserved for the Board. This is reviewed regularly by management to ensure it
remains appropriate for the business.
Segregation of duties Procedures are defined to segregate duties over significant transactions, including procurement,
payments to suppliers and payroll. Key reconciliations are prepared and reviewed monthly to ensure
accurate reporting.
97
Strategic report Financial statementsCorporate governance
Internal audit
During the year, the Committee reviewed the effectiveness of the current arrangement whereby KPMG LLP acts as the Group’s
outsourced internal audit function. The Committee confirmed that this approach is still appropriate and provides good skills and value
compared to having an in-house internal audit function. It provides access to specialised expertise relevant to functional business
areas. The Committee reviews KPMG LLP’s performance annually as internal auditors.
KPMG LLP is accountable to the Committee and uses a risk-based approach to provide independent assurance over the adequacy
and effectiveness of the control environment. The Committee has met with representatives from KPMG LLP without management
present and with management without representatives of KPMG LLP present, to ensure that there were no issues in the relationship
between management and the internal auditors which it should address. There were none.
During the year, the Committee considered three reviews, in line with the approved internal audit plan. These focused on the Group’s
financial control environment (including steps required for the Group to comply with potential changes to corporate governance),
payroll control environment and ethical supply chain management. The Committee reviewed the findings and assessed the
implementation of recommendations.
The FY24 internal audit programme is based on the Audit Committee’s review of the Group’s risk management framework in FY23.
It includes two reviews to validate the extension of the Group’s control environment to Experiences, the first providing broad coverage
of multiple functional areas with the second focusing on specific areas identified by the first review. It also includes a review of stock
management procedures and controls following the recent expansion of in-house fulfilment operations at Tamworth, UK and Almere,
Netherlands.
External auditors
The Committee reviewed PricewaterhouseCoopers LLP’s findings in respect of the audit of the financial statements for the year ended
30 April 2023.The Committee oversees the relationship with the external auditors, PricewaterhouseCoopers LLP, and evaluates the
effectiveness of the service provided and their ongoing independence.
The Committee reviewed the effectiveness of the external audit process, considered the quality of the annual audit plan, received
an update from management on the actions agreed with the audit team at the post-audit debrief meeting and considered its own
interaction with the audit partner. The review included consideration of how the auditors challenged management assumptions
and demonstrated professional scepticism in relation to judgements and estimates used; this was achieved through discussion with
PricewaterhouseCoopers LLP regarding the key findings set out in their Audit Committee report, including key areas of judgement
and critical estimates. In addition, the Committee reviewed the latest annual FRC Audit Quality Inspection and Supervision Report
and reviewed PricewaterhouseCoopers LLP’s own 2022 Transparency Report. The review concluded that the external auditors
remained effective.
Following the acquisition of Experiences, the Committee evaluated options for external audit of that entity. Alternative auditors were
considered but ultimately discounted due to concerns about audit cost, complexity, accountability and risk.
The Committee met with representatives from PricewaterhouseCoopers LLP without management present and with management
without representatives of PricewaterhouseCoopers LLP present, to ensure that there were no issues in the relationship between
management and the external auditors which it should address. There were none.
The year ended 30 April 2023 is the third year for which Christopher Richmond will sign the auditors’ report as Senior Statutory
Auditor. The Committee Chair made enquiries with PricewaterhouseCoopers LLP senior management as to his performance within
PricewaterhouseCoopers LLP.
The Committee has reviewed and is satisfied with the independence of PricewaterhouseCoopers LLP as the external auditors. The
Committee reviewed an assessment performed by management and agreed with the conclusion that no independence issues exist.
The Committee ensures that all non-audit related services are provided in accordance with the approved policy to ensure auditor
independence and objectivity are safeguarded. This policy is consistent with the FRC’s Revised Ethical Standard 2019 for auditors.
During the year, the Committee was notified by the FRC’s Audit Quality Review team that they had completed an inspection of the
audit of the Group’s FY22 financial statements performed by PricewaterhouseCoopers LLP. The Committee has received a copy of
the review report and discussed it with the auditors. There were no findings that the Committee considered significant and requiring
disclosure in this report and are satisfied with the actions taken in response to the findings.
Audit Committee report
Moonpig Group plc | Annual Report and Accounts 2023
98
Non-audit services provided by the external auditors
The external auditors are primarily engaged to carry out statutory audit work. There may be other services where the external auditors
are the most suitable supplier by reference to their skills and experience. A policy is in place for the provision of non-audit services by
the external auditors, to ensure that the provision of such services does not impair the external auditors’ independence or objectivity
and will be assessed in line with FRC Ethical and Auditing Standards.
Service Policy
Audit-related services The half-year review, an audit-related assurance service, is approved as part
of the Committee’s approval of the external audit plan.
The report confirming the proper extraction of the numbers used in the annual
compliance certificate (which the Group prepares in accordance with the
requirements of its Senior Facilities Agreement) and the Dutch postal services
compliance certificate, both audit-related assurance services, are approved as
part of the Committee’s approval of the external audit plan.
All permitted non-audit services require approval in advance by either the
Audit Committee Chair, the Audit Committee, or the Board, subject to the cap
of 70% of the fees paid for the audit in the last three consecutive financial years.
For example, the review of interim financial
statements, compliance certificates and reports
to regulators.
Permissible services Permissible in accordance with FRC Revised Ethical Standard 2019.
Permissible services are detailed in the FRC’s
whitelist of Permitted Audit-Related and Non-Audit
Services. Any Audit-Related Service or Non-Audit
Service which is not on the list cannot be provided by
the external auditors.
During the year, PricewaterhouseCoopers LLP charged the Group £141,000 in relation to audit-related assurance services, of
which £111,000 was for the FY23 half-year review and the remaining £30,000 for other assurance services which are permissible in
accordance with FRC Ethical and Auditing Standards. There were no non-audit related services provided during the year.
The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive
Tender Processes and Audit Committee Responsibilities) Order 2014 (the “Order”)
PricewaterhouseCoopers LLP was first appointed as statutory auditors of the Company in January 2021, following incorporation.
PricewaterhouseCoopers LLP has continuously audited Moonpig.com Limited and its Former Parent Undertaking since (and including)
the year ended 30 April 2017.
The Company exited the FTSE 350 on 20 March 2023, on which date the provisions of the Order ceased to apply to the Company.
Notwithstanding this, the Company confirms that it intends to tender the external audit at a minimum every ten years, in accordance
with the provisions of the Order. The Company will therefore put the external audit to tender no later than the audit for the year ended
30 April 2026. Any recommendation by the Committee in relation to the appointment or reappointment of statutory auditors will take
account of the statutory auditors’ skills, experience, performance and value.
David Keens
Chair of the Audit Committee
28 June 2023
99
Strategic report Financial statementsCorporate governance
Overview
The Nomination Committee (“Committee”) comprises the Chair of the Board and four Independent Non-Executive Directors.
All members have relevant commercial and operating experience.
Two meetings were held during the year.
Meetings are attended by the CEO, CFO and other relevant attendees by invitation.
Committee member
Meetings
attended
Kate Swann (Chair of the Committee and Non-Executive Chair of the Board) 2/2
David Keens (Senior Independent NED) 2/2
Susan Hooper (Independent NED) 2/2
Niall Wass (Independent NED) 2/2
ShanMae Teo (Independent NED)
1
1/1
1 ShanMae Teo was appointed to the Board (and the Committee) at the conclusion of the Board meeting on 27 June 2022.
Main Committee activities during FY23
Oversaw the recruitment and appointment of an
additional Independent Non-Executive Director.
Increased Board representation of women to 38% and
minority ethnic representation to 25%.
Undertook an evaluation of the skills of the Board.
Undertook the annual review of the composition of the
Board and Committees.
Reviewed the effectiveness of the Committee as part of
the Board evaluation.
Reviewed succession planning for the Board, Executive
Committee and Extended Leadership Team.
Independence
2
(%)
Gender
3
(%)
Ethnicity
4
(%)
Tenure – Non-Executive Directors
5
(%)
Board composition
1
Notes
1 The composition of the Board is shown as at the date of this report, which is unchanged from the position at 30 April 2023. Comparatives are shown for April 2022.
2 The Chair of the Board was considered by the Board to be independent on appointment.
3 Gender disclosure is based on sex rather than identified gender for consistency with other reporting requirements, for instance Gender Pay Gap reporting.
4 From an ethnic minority background excluding white ethnic groups (as set out in categories used by the Office for National Statistics).
5 Kate Swann served as a Director of the predecessor ultimate holding company from 23 October 2019. Simon Davidson served as a Director of the predecessor ultimate
holding company from 5 October 2015.
Committee focus areas for FY24
Perform the first externally facilitated annual evaluation of
the Board and its Committees.
Act on the findings of the Board evaluation conducted in
FY23.
Undertake the annual review of the composition of the Board
Committees to ensure they remain appropriately equipped to
promote the success of the Company and its stakeholders.
Continue to review succession planning for the Board,
Executive Committee and Extended Leadership Team.
Chair
13%
Male
62%
White
75%
Independen
t
Non-Executiv
e
50%
Non-Executiv
e
Director
12%
Female
38%
25%
88%
Executive
Directors
25%
Diverse ethnicity
1-2 Years
3
5
1
2
1
4
2
6
7
1
April 2022: 14%
April 2022: 29%
April 2022: 71%
April 2022: 86%
April 2022: 43%
April 2022: 14%
April 2022: 29%
April 2022: 14%
April 2022: 100%
12%
<1 Year
April 2022: Nil
Chair
13%
Male
62%
White
75%
Independent
Non-Executive
50%
Non-Executive
Director
12%
Female
38%
25%
88%
Executive
Directors
25%
Diverse ethnicity
1-2 Years
3
5
1
2
1
4
2
6
7
1
April 2022: 14%
April 2022: 29%
April 2022: 71%
April 2022: 86%
April 2022: 43%
April 2022: 14%
April 2022: 29%
April 2022: 14%
April 2022: 100%
12%
<1 Year
April 2022: Nil
Chair
13%
Male
62%
White
75
%
Independent
Non-Executive
50%
Non-Executive
Director
12%
Female
38%
25
%
88%
Executive
Directors
25%
Diverse ethnicit
y
1-2 Years
3
5
1
2
1
4
2
6
7
1
April 2022: 14%
April 2022: 29%
April 2022: 71%
April 2022: 86%
April 2022: 43%
April 2022: 14%
April 2022: 29%
April 2022: 14%
April 2022: 100%
12%
<1 Year
April 2022: Nil
Chair
13%
Male
62%
White
75%
Independent
Non-Executive
50%
Non-Executive
Director
12%
Female
38%
25%
88
%
Executive
Directors
25%
Diverse ethnicity
1-2 Yea
rs
3
5
1
2
1
4
2
6
7
1
April 2022: 14%
April 2022: 29%
April 2022: 71%
April 2022: 86%
April 2022: 43%
April 2022: 14%
April 2022: 29%
April 2022: 14%
April 2022: 100%
12%
<1 Year
April 2022: Nil
For more information on the Committee’s Terms of Reference visit www.moonpig.group/investors.
Nomination Committee report
Moonpig Group plc | Annual Report and Accounts 2023
100
Dear shareholders,
I am pleased to present the Nomination Committee report for the year ended 30 April 2023. During the year, the Committee has
made good progress across the full range of its responsibilities.
The Committee comprises Kate Swann (Chair of the Committee and Non-Executive Chair of the Board) and four Independent
Non-Executive Directors: David Keens, Niall Wass, Susan Hooper and ShanMae Teo, who joined the Committee following her
appointment on 27 June 2022. The biographies of each member of the Committee are set out on pages 76 to 79.
The Committee’s Terms of Reference include regular review of the structure, size and composition (including the skills, knowledge,
experience and diversity) of the Board and its Committees, leading the process for new appointments to the Board, ensuring orderly
succession planning to both the Board and Executive Committee positions, supporting the development of a representative pipeline
for succession and ensuring that there is a rigorous annual evaluation of the performance of the Board, its Committees, the Chair
and individual Directors. The Committee meets at least twice each year.
Diversity and inclusivity
The Committee regards breadth of Board representation and appropriately diverse Committee composition as a key area of focus
as it believes that diversity is important for Board effectiveness and business competitive advantage. The Board considers that
diversity encompasses a broad range of factors, such as gender, ethnicity, physical abilities, sexual orientation, education and
socioeconomic background, nationality, country or cultural background, together with diversity of skills, background, knowledge
and experience.
During FY23, the Committee reviewed and approved an updated Board Diversity Policy which reflects the revised Listing Rules
requirement to make “comply or explain” statements on whether the Company has met the following diversity targets (which are
consistent also with targets currently set by the FTSE Women Leaders and Parker Reviews):
Listing Rules Target Current status
1
At least 40% of the board should be women. The Board is 38% female. The Company therefore does not yet meet the new Listing
Rules target for at least 40% of Directors to be women.
The Board would have 43% female representation if not for the appointment of a
Nominee Director under the terms of the Relationship Agreement (which is explained
on page 88). If Exponent’s shareholding (currently 12.0%) falls below 10.0%, their
rights to appoint a Nominee Director cease.
We value having a diverse and balanced Board and will seek to raise female
representation when opportunities arise, but consider it preferable not to further
enlarge the Board at the current time.
At least one of the senior board positions
(Chair, Chief Executive Officer (CEO), Chief
Financial Officer (CFO) or Senior Independent
Non-Executive Director (SID) should be a
woman.
The Company meets this target by virtue of having a woman as the Chair.
At least one member of the board should be
from an ethnic minority background excluding
white ethnic groups
2
.
The Company meets this target as two Directors are from an ethnic minority
background.
1 As at 30 April 2023 and as at the date of this report.
2 As set out in categories used by the Office for National Statistics.
“The Nomination Committee
has made good progress across
the full range of its responsibilities
including succession planning
below Board level.
101
Strategic report Financial statementsCorporate governance
The Committee wants to see breadth of representation within the leadership pipeline below Board level. The Group’s ESG Strategy
(pages 28 to 31) commits the Group to maintaining the combined representation of women and ethnic minorities in the Group’s
Extended Leadership Team (comprising the Executive Directors, the Executive Committee and its direct reports who are also part of the
Extended Leadership Team) at around 50%. As at 30 April 2023, the figure stood at 52% (April 2022: 53%).
Disaggregated disclosure of female leadership representation and ethnic minority leadership representation is set out in the ESG
section on page 48.
The following tables provide information required in prescribed format by the new Listing Rules requirement (LR 9.8.6R(10)).
Prescribed reporting on gender identity or sex
Number
of Board
members
Percentage
of the Board
Number of senior
positions on the
board (CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage
of executive
management
Men 5 62% 3 5 71%
Women 3 38% 1 2 29%
Prescribed reporting on ethnic background
Number
of Board
members
Percentage
of the Board
Number of senior
positions on the
board (CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage
of executive
management
White British or other White
(including minority-white groups) 6 75% 3 6 86%
Mixed/Multiple Ethnic Groups
Asian/Asian British 2 25% 1
Black/African/Caribbean/Black British 1 14%
Other ethnic group, including Arab
Not specified/ prefer not to say
When considering Board appointments and hiring or promoting to leadership positions, the Group intends to continue to take account of
its diversity targets, while seeking to ensure that each post is offered on merit against objective criteria to the best available candidate.
Succession planning
The Committee aims to actively manage leadership succession and has therefore developed a succession planning process for the
Board, Executive Committee and the Extended Leadership Team. On an annual basis, the Committee reviews succession plans, based on
a CEO update on senior management succession planning and the Group’s talent development programme. The Committee has ensured
that there are plans in place for short and medium-term succession, while continuing to take account of the Group’s diversity targets.
Appointments to the Board
As described in detail in last year’s Annual Report, following an externally facilitated recruitment exercise in which we were assisted
by Russell Reynolds, ShanMae Teo was appointed as an Independent Non-Executive Director to the Board on 27 June 2022.
The search process concentrated on independence, diversity and ensuring a combination of skills including listed company and
committee experience to complement the skills of the existing members of the Board. Russell Reynolds is accredited for the FTSE 350
category of the Enhanced Voluntary Code of Conduct for Executive Search Firms, which specifically acknowledges those firms with a
strong track record in and promotion of gender representation. Russell Reynolds has no other connection with the Company or with
any individual Director.
Director induction
The Chair, supported by the Company Secretary, oversees the induction of new Directors. ShanMae Teo joined the Board on
27June2022 and her induction followed a formal programme, which took place within a month of her joining the Board. This
included individual meetings with each of the Chair, Committee Chairs, CEO, CFO, each member of the Executive Committee and
the Company Secretary. In addition, the Company’s external lawyers, supported by the Company Secretary, provided directors’ duties
and governance training. Through the electronic Board portal, ShanMae was able to review past meeting papers, minutes and terms
of reference for the Board and its Committees, the results of the most recent Board evaluation, as well as Board policies and investor
relations updates.
For any new appointment to the Board, the Non-Executive Chair, working with the Company Secretary, will ensure that there is a
thorough and detailed induction programme. The Group’s external lawyers will be asked to provide training in respect of the Directors’
legal, regulatory and governance duties, responsibilities and obligations. Any newly appointed Director will also be invited to
participate in a range of meetings with members of the Executive Committee to familiarise themselves with the business, its strategy
and goals.
Nomination Committee report
Moonpig Group plc | Annual Report and Accounts 2023
102
Skills evaluation
The Board is satisfied that it has the appropriate range of skills, experience, independence and knowledge of the Group to enable it
to effectively discharge its duties and responsibilities. The matrix below details some of the key skills and experience that the Board has
identified as valuable to the effective oversight of the Group and execution of its strategy as at 30 April 2023:
Skill Number of Directors
Digital technology 8
Digital marketing 8
Retail/consumer business 8
Financial 8
Governance and risk
Listed company management 6
M&A 8
Strategy development and implementation 8
Change management 8
ESG (inc. climate-related matters) 8
Training
Board meetings generally include one or more presentations from senior management on areas of strategic focus. Specific business-
related presentations are given to the Board by senior management and external advisors when appropriate.
A regulatory update is a standing item at Board meetings and an annual legal and regulatory update is provided by the Group’s
external lawyers. All Directors are required to complete our annual compliance training modules covering a range of subjects
including anti-bribery and anti-corruption, anti-money laundering, data protection and anti-modern slavery. Additional training is
available on request, where appropriate, so that Directors can update their skills and knowledge as applicable.
Board evaluation
During the year, the Committee undertook an internal Board evaluation which is described in detail on page 89 within the corporate
governance statement. The Committee intends to conduct an externally facilitated evaluation in FY24, in compliance with the Code
recommendation that an externally facilitated evaluation should take place every three years.
Re-election of Directors
In accordance with the Code, all Directors will offer themselves for re-election by shareholders at the AGM. Both the Committee and
the Board are satisfied that all Directors continue to be effective in and demonstrate commitment to their respective roles on the Board
and that each makes a valuable contribution to the leadership of the Company.
The Board therefore recommends that shareholders approve the resolutions to be proposed at the 2023 AGM relating to the
re-election of the Directors.
Kate Swann
Chair of the Nomination Committee
28 June 2023
103
Strategic report Financial statementsCorporate governance
Overview
The Remuneration Committee (the “Committee”) comprises four Independent Non-Executive Directors.
All members have relevant commercial and operating experience.
The Chair of the Committee has previous experience serving on the remuneration committees of other listed businesses.
Four Committee meetings were held in FY23.
The Non-Executive Chair of the Board, the Nominee Director, the CEO, the CFO and the Group’s independent remuneration
consultants attended Committee meetings for certain agenda items by invitation.
No individual takes part in any decision in relation to his or her own remuneration.
Main Committee activities during FY23
Consideration of feedback from investors and proxy
agencies from the 2022 AGM.
Review of pay and employment conditions for the
wider workforce.
Review of market and governance updates and impact
on the Company.
Approval of FY23 LTIP awards.
Determination of FY23 bonus outcomes.
Approval of FY24 bonus weightings, targets, and
measures applicable for the Executive Directors and
Executive Committee (which operates similarly to that of
the wider workforce).
Consideration of revised 2023 Remuneration Policy.
Committee focus areas for FY24
Consultation with the Group’s eleven largest shareholders
including Exponent regarding the 2023 Remuneration Policy.
Approval of the new Directors’ Remuneration Policy
(the “2023 Remuneration Policy”) that will be subject to a
shareholder vote at the 2023 AGM.
Approval of revised LTIP rules.
Approval of FY24 LTIP grants in accordance with the existing
remuneration policy.
If the 2023 Remuneration Policy is approved by shareholders,
approve further LTIP grants following the 2023 AGM.
Review implementation of the 2023 Remuneration Policy
to ensure it operates as intended.
Monitor developments in best practice.
Committee member
Meetings
attended
Susan Hooper (Chair of the Committee and Independent NED) 4/4
David Keens (Senior Independent NED) 4/4
Niall Wass (Independent NED) 4/4
ShanMae Teo (Independent NED)
1
3/3
Kate Swann (Non-Executive Chair of the Board)
2
3/3
1 ShanMae Teo was appointed to the Remuneration Committee at the conclusion of the Board meeting on 27 June 2022.
2 Kate Swann was a member of the Committee until 28 March 2023.
Advisors
The Committee appointed FIT Remuneration Consultants LLP (“FIT”) as their independent advisor at IPO following a competitive
tender process. FIT advised on all aspects of the Policy and practice and reviewed remuneration structures against corporate
governance requirements. FIT is a member of the Remuneration Consultants’ Group and complies with its Code of Conduct which sets
out guidelines to ensure that its advice is independent and free of undue influence. FIT carries out no other work for the Group. During
the year FIT was paid fees of £52,540 (FY22: £25,000), on a mix of fixed fee and time spent basis. The Committee conducts an annual
review of the performance and independence of FIT and is satisfied that the advice provided by FIT is objective.
The Directors’ Remuneration Report that follows has been prepared in accordance with the Listing Rules, the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations 2008 (as amended) and the Companies Act 2006.
For more information on the Committee’s Terms of Reference visit www.moonpig.group/investors.
Directors’ Remuneration report
Moonpig Group plc | Annual Report and Accounts 2023
104
Dear shareholders,
On behalf of the Board, I am pleased to present the Directors’
Remuneration Report for the financial year ended 30 April 2023.
The Directors’ Remuneration Report comprises three sections:
This Annual Statement, which summarises the activities of
the Remuneration Committee (the “Committee”) and its
approach to Directors’ remuneration during the year.
The Directors’ Remuneration Policy (the “2023 Remuneration
Policy”) which is to be put before shareholders for approval
at the upcoming AGM on 19 September 2023.
The Annual Report on Remuneration, which comprises all
aspects of the Report other than the Policy, including this
statement. It explains how the Directors have been rewarded
in the financial year and how we intend to operate the 2023
Remuneration Policy for FY24. It will be subject to an advisory
vote at the 2023 AGM.
2023 Remuneration Policy
The key terms of the Group’s existing remuneration policy were
developed in late 2020 and formally published in the Prospectus
in early February 2021. As it is approaching three years since
then, the Committee has considered the terms of policy renewal.
The proposed changes to the policy would increase both the
ongoing LTIP grant level and the share ownership guidelines. It is
also proposed to make an additional one-off award in 2023, that
will be subject to challenging performance conditions.
The Committee’s aim has been to ensure that the Executive
Directors are motivated and retained for at least the next three
to five years. The management team has an exceptional track
record, having increased revenue by 3.6x and Adjusted EBITDA
by 4.4x since joining the business
1
. The business has driven an
enduring step-change in the size of the online segment of the
greeting cards market, at the same time increasing its share of
that online segment.
Management has continued to outperform the financial targets
set at IPO for FY23 (with or without the revenue and profit
from the acquisition of Experiences) hence the performance
conditions for the legacy pre-IPO award have all been
exceeded. The Group has faced a more challenging near-term
trading environment in view of the economic backdrop, however
trading has remained resilient in this context and the business
has continued to capture share in the online segment of the
greeting cards market. We believe that the Group can continue
to outperform the market and continue to set robust targets
particularly through the one-off award which will only deliver
value if we deliver on those aspirations.
“The proposed remuneration
arrangements are intended to
attract and retain talent in an
extremely competitive sector
and align with the long-term
interests of shareholders.
The Committee recognises that there is a highly competitive
market for executives with a track record of success in the
technology sector. Both of the Executive Directors now have
invaluable experience in both private equity and listed
companies, including taking a company through IPO. When
preparing the policy in 2020, we did not have the benefit of data
from other technology IPOs and therefore set LTIP grant levels
by reference to pan-sector data. Subsequent analysis shows that
listed technology companies grant LTIP awards at a premium
to pan-sector data for their market capitalisation. Of more
significance, we know that the Group operates in an extremely
competitive sector where it is particularly challenging to attract
and retain talent.
Our practical experience is that the Executive Directors and our
wider leadership team receive regular approaches both from
listed and private equity backed companies with potentially
more significant equity-based reward than currently offered at
Moonpig Group. In addition, through a combination of higher
interest rates and the general re-rating of technology stocks, the
2021 and 2022 LTIP grants are expected to vest at lower levels
than the underlying performance warrants. This is accepted and
no changes to the targets set are proposed but it heightens the
need to ensure that the ongoing packages are appropriate.
In addition, the final vesting of the legacy pre-IPO awards put
in place prior to Admission will arise in April 2024. These awards
have met their revenue and EPS targets in full as at the end of
FY23 demonstrating that the Company has met its IPO targets
and will fully vest. 50% is now payable on the publication of
these results and 50% contingent on continued employment to
30 April 2024. These payments coupled with the limited prospect
of the outstanding LTIP awards delivering significant vesting
(unless the re-rating of tech stock prices is significantly reversed),
means that the existing ongoing pipeline of retentive awards is
very limited.
We are unanimous in our belief that we have highly attractive
top talent in place who will lead this organisation from the
strong foundations established and in the context of a re-rated
environment to a place of benefit for shareholders. Therefore, it is
our recommendation to do what we can within the constructs of
the reasonable to retain them.
1 Increases in revenue and Adjusted EBITDA based on growth from FY18 to FY23. Profit after taxation and EPS are not stated as in FY18 the
Group did not exist and the predecessor holding company had a different capital structure
105
Strategic report Corporate governance Financial statements
This has led the Committee to conclude that it is in shareholders’
interests to ensure that the ongoing LTIP grant levels are
consistent with other technology companies at a level of 250%
of salary and to make an additional one-off award in FY24, that
will be subject to challenging performance conditions. These
changes will apply both for the Executive Directors and for
certain key individuals at levels below the Board.
The Committee considers that the overall architecture of the
existing policy remains appropriate and it is proposed to renew
the policy with the following four changes, further details of
which are set out in the proposed Remuneration Policy on pages
108 to 116:
Ongoing LTIP grant level: the core LTIP grant level is
increased from FY24 onwards from up to 200% of salary
to up to 250% of salary, based on revised benchmarking
against technology companies.
FY24 LTIP grant level: an additional one-off award of 200%,
subject to even more exceptional performance conditions,
aligned to superior growth in shareholder profits and returns
against a more challenging economic backdrop.
Share ownership guidelines: the current policy includes a
200% of salary share ownership guideline (including good
practice two years’ post-cessation). This will be increased to
300% of salary from the date of the 2023 AGM.
Determining market value for LTIP grant levels: the existing
LTIP rules specify that the number of shares to be granted is
based on a 3-day averaging period. This will be increased
from September 2023 onwards to an averaging period of up
to 90 days to better reflect the shareholder experience and
mitigate the impact of volatility around the grant date.
Although the existing policy was formally approved at the 2021
AGM and renewed shareholder approval is therefore only
required at the 2024 AGM, we intend to put a revised policy
which captures these four changes before shareholders for
approval at the 2023 AGM. It is felt that this should ensure it
continues to serve its objectives and therefore, is likely to then
remain in place until its normal renewal in 2026. No other
changes are proposed to the Policy.
Assuming the 2023 Remuneration Policy is approved and
implemented, no salary increases are proposed for the Executive
Directors. Average employee pay increases for FY23 were 8.8%
across the Group’s UK wider workforce.
The Committee has spent considerable time considering various
remuneration structures and consulting with major shareholders
to develop the 2023 Remuneration Policy. Whilst the Committee
recognises that the proposed changes represent an increase in
the opportunity available under the LTIP, we believe them to be
considered, conservative and in the interests of shareholders.
Further, in the case of the revised ongoing grant levels, we
consider the proposals necessary to ensure that we are likely to
have the capacity to address succession as and when necessary.
Directors’ Remuneration report
Remuneration outcomes for FY23
Annual bonus measures, weightings and targets were set at the
start of FY23 and comprised:
Financial measures: Revenue (30% weighting) and Adjusted
EBITDA (50% weighting); and
ESG measures: Customer Net Promoter Score (6.7%
weighting), Employee Engagement Score (6.6% weighting)
and the renewable energy mix at the Group’s two new
fulfilment centres (6.7% weighting). For FY23 only, this final
target is subject to delivery of a gateway requirement to
measure out the value chain (Scope 3) greenhouse gas
emissions and set a reduction target.
Following the acquisition of Experiences, the financial targets
were re-expressed to include this segment without making the
targets more or less challenging to achieve. The ESG targets
were not re-expressed (and hence remain specific to Moonpig
and Greetz) to provide management with the opportunity
to align the operational means by which these measures
are captured and calculated across segments. For FY24, all
measures will have targets set on a Group basis.
Despite a decline in consumer demand driven by external
macroeconomic factors from October 2022 onwards, the Group’s
performance was resilient. Management mitigated the negative
impact on revenue to a single-digit percentage year-on-year
reduction, ensured that full-year Adjusted EBITDA remained in
line with expectations and maintained investments to support
future growth. In the circumstances, these outcomes represented
impressive operational delivery, however no bonus was awarded
for the financial metrics as revenue and Adjusted EBITDA were
both more than 5% lower than the Group’s internal targets.
Regarding ESG measures, the Group’s employee engagement
score and customer NPS were both below threshold. For
employee engagement, this reflected the challenges of
operating in an environment of heightened cost discipline, whilst
the primary impact on customer NPS has been poor service
delivery by Royal Mail resulting from industrial action. The Group
did however deliver the renewable energy target at maximum
while meeting the gateway requirement to measure our Scope 3
greenhouse gas emissions and set a reduction target.
The resulting bonus represented 6.7% of the maximum
opportunity, resulting in payments of £60,039 and £38,818 for
the CEO and CFO respectively. Although individual performance
was strong, the Committee believes that the formulaic outcomes
of the bonus calculation are appropriate in light of the Group’s
overall performance during the year and has not applied
discretion. In line with the Policy, 33% of the bonus will be
deferred into shares that vest after three years.
Apart from the legacy pre-IPO awards described below, there
were no LTIP awards that vested or were due to vest during
theyear.
Moonpig Group plc | Annual Report and Accounts 2023
106
Legacy pre-IPO awards
Prior to the IPO on 5 February 2021, the Company’s remuneration
arrangements were designed under private equity ownership.
As part of those arrangements, to recognise the contribution
to the IPO and the importance of maintaining the Company’s
growth trajectory, the then-shareholders put in place the legacy
pre-IPO awards.
The CEO and CFO participated in these legacy pre-IPO awards
along with other members of management, with the outcome of
the scheme dependent upon achieving growth targets linked to
revenue and Adjusted EBITDA over the period to 30 April 2023.
As these legacy awards reflect pre-IPO pay, their terms were set
out in detail in the Prospectus and shared with analysts. They are
not part of the ongoing post-IPO remuneration arrangements
for the Executive Directors, albeit they clearly help with initial
incentivisation and retention.
The performance period for the legacy pre-IPO awards
ended on 30 April 2023, with vesting subject to revenue (50%
weighting) and Adjusted EBITDA (50% weighting). For both of
these financial performance conditions, the maximum target was
met, and would have been met even excluding the revenue and
profits of the acquired Experiences segment. The awards will be
payable half in cash and half in shares (based on the share price
at Admission) in two tranches. The first tranche vested on 30
April 2023 and will be paid in July 2023, with the second tranche
vesting on 30 April 2024 and payable immediately thereafter.
Context of remuneration
The Group’s employees play a critical role in the development
of the business and it is an important part of the Group’s
remuneration approach that they are able to share in the
success of the business. In FY23, the Group launched a further
grant under the SAYE Scheme, inviting all eligible employees to
participate. Furthermore, at Admission, the Group granted share
awards to all eligible employees under the SAYE Scheme, which
allowed them to receive a free share award of between £500
and £1,500 based on the share price at IPO.
The Committee considers the pay and employment conditions of
the Group when making decisions on Executive pay and is also
responsible for reviewing wider all-employee pay. The Group’s
approach to cost-of-living pressures is to maintain ongoing pay
rates that meet employees’ everyday needs so that business-
wide, one-off support measures are not necessary. For instance,
since 1 May 2022, the Group has paid all of its employees in the
UK and Guernsey at least the UK Real Living Wage as published
by the Living Wage Foundation. The Group also considers
support requirements on a case-by-case basis where employees’
individual circumstances mean that they may be experiencing
hardship.
The Executive Directors’ remuneration structure aligns with that
of the all-employee population, with components being the
same. The Executive annual bonus scheme is similar to that
for all Moonpig and Greetz employees and financial targets
are aligned (noting that targets are cascaded to the relevant
business level). For FY24, the Group intends to align the annual
bonus scheme for Experiences employees. Employees are
updated on how the business is performing against bonus
targets each half-year in line with our external reporting
timetable at “All Hands” meetings, where they can engage and
ask questions.
Implementing the Policy for FY24
For FY24, if the new policy is approved by shareholders, there
will be no pay increase for the two Executive Directors which
compares with an average employee pay increase across the
Group’s wider workforce of 8.8% for FY24.
Bonus arrangements will operate in line with the Policy, by which
the maximum will be 150% of salary, with 33% subject to deferral.
The bonus will continue to be assessed against a combination of
revenue, Adjusted EBITDA and ESG metrics which are set out on
page 117.
LTIP awards are due to be granted in FY24 in line with the
proposed new Policy limits at 450% of salary for the CEO and
CFO (for FY24 only, taking into account the proposed one-off
grant). This is to be achieved through initial grants over shares
worth 200% of salary following the announcement of results in
June and further awards following the 2023 AGM. The post-
AGM grants will consist of an award over shares worth 50% of
salary (bringing the core award in line with the new policy of
250%) plus for FY24 only a one-off award of 200%. Both of the
post-AGM awards will be based on the average of the closing
middle-market quotations during a period of up to 90 days prior
to the date of grant. The separate performance conditions for
each of the core award and the one-off award will be subject to
the performance conditions set out on page 117.
Committee composition
During the year, the Board reviewed the composition of the
Committee and, given the Board’s evolution since Admission in
2021, it was determined that Kate Swann would step down from
the Committee with effect from 28 March 2023.
Effective from 29 March 2023, the Committee comprised the four
Independent Non-Executive Directors, namely Susan Hooper
(Chair of the Committee), David Keens, Niall Wass and ShanMae
Teo. The biographies of each Committee member are set out on
pages 76 to 79.
Conclusion
The Committee recognises the exceptional track record of
the Executive Directors and the highly competitive market for
executives who have demonstrated success in the technology
sector. We want to ensure that they are motivated and retained
for the next three to five years, so that they can leverage
the foundations put in place and deliver an exciting period
of growth. We consider the 2023 Remuneration Policy and
associated changes to the LTIP rules to be strongly aligned with
shareholders’ interests and respectfully ask for your support at the
2023 AGM.
I look forward to engaging with shareholders at the 2023 AGM
where I will be available to answer any questions. I would
welcome any feedback or comments more generally and can be
reached through the Company Secretary.
Susan Hooper
Chair of the Remuneration Committee
28 June 2023
107
Strategic report Corporate governance Financial statements
Directors’ Remuneration Policy
This Directors’ Remuneration Policy (the “2023 Remuneration Policy”) on pages 108 to 116 of this Report will be put before shareholders
for approval at the 2023 Annual General Meeting (“AGM”). The Remuneration Committee (the “Committee”) intends that it will come
into effect from that date (19 September 2023) and that it will operate for three years.
The key terms of the Group’s remuneration policy were developed in late 2020 and formally published in the Prospectus in early February
2021. As it is approaching three years since then, the Committee has considered the terms of policy renewal. The Committee considers
that the overall architecture of the existing policy remains appropriate and it is proposed to renew the policy with four changes:
Ongoing LTIP grant level: the ongoing LTIP grant level is increased from FY24 onwards from up to 200% of salary to up to 250% of
salary, based on revised benchmarking against technology companies.
FY24 LTIP grant level: an additional one-off award of 200%, subject to even more challenging performance conditions, aligned
to superior growth in shareholder profits and returns against a more challenging economic backdrop.
Share ownership guidelines: the current policy includes a 200% of salary share ownership guideline (including good practice 2
years’ post-cessation). This will be increased to 300% of salary from the date of the 2023 AGM.
Determining market value for LTIP grant levels: the existing LTIP rules specify that the number of shares to be granted is based on
a 3-day averaging period. This will be increased from September 2023 onwards to an averaging period of up to 90 days to better
reflect the shareholder experience and mitigate the impact of volatility around the grant date.
The 2023 Remuneration Policy was reviewed and approved by the Remuneration Committee. As part of the process, input was
collected from management and external advisors, and through consultation with the Group’s eleven largest shareholders including
Exponent. The members of the Committee bring their experience to bear and seek independent advice without management present
to ensure that decisions are reached objectively and without inappropriate influence. No person participates in decision relating to
their personal remuneration.
Objectives of the Policy
The table below shows, with examples, how the 2023 Remuneration Policy, effective from the date of the 2023 AGM, is designed to
meet the following required objectives of the Code:
Code factor Description of Code factor Description with examples of how the factors are addressed by the Policy
Clarity Remuneration arrangements should
be transparent and promote effective
engagement with shareholders and
the workforce
The Policy is designed to be simple and support long-term,
sustainable performance.
The Policy is clearly set out in this Report and is well understood
by participants and shareholders alike.
The Policy clearly sets out the limits in terms of quantum, the
performance measures which can be used and discretions which
could be applied if appropriate.
The Remuneration Committee Chair is available to shareholders
at the AGM or via the Company Secretary to answer any
questions on remuneration arrangements.
Simplicity Remuneration structures should avoid
complexity and their rationale and
operation should be easy to understand
The Group’s arrangements include fixed pay (salary, benefits and
pension), a market standard annual bonus and a single long-
term incentive plan.
The details of each are clearly set out in the Policy.
There are no complex or artificial structures required to deliver
the Policy.
Risk Remuneration arrangements should
ensure reputational and other risks from
excessive rewards, and behavioural
risks that can arise from target-based
incentive plans, are identified and
mitigated
Appropriate limits are set out in the Policy and within the
respective plan rules.
The Committee retains discretions to override formulaic outturns.
When considering performance measures and target ranges, the
Committee will take account of the associated risks and liaise with
the Audit Committee as necessary.
The long-term nature of a large proportion of pay (through
annual bonus deferral, post-vesting holding periods and post-
cessation shareholding requirements) encourages a long-term,
sustainable mindset.
Comprehensive clawback and malus provisions are in place
across all discretionary incentive plans.
Directors’ Remuneration report
Moonpig Group plc | Annual Report and Accounts 2023
108
Code factor Description of Code factor Description with examples of how the factors are addressed by the Policy
Predictability The range of possible values of rewards
to individual directors and any other
limits or discretions should be identified
and explained at the time of approving
the policy
The Policy contains appropriate caps in place for each
component of pay.
The potential reward outcomes are easily quantifiable and are
set out in the illustrations provided in the Policy.
Performance can be reviewed at regular intervals to ensure
there are no surprises in outcomes at the end of the performance
period.
Proportionality The link between individual awards, the
delivery of strategy and the long-term
performance of the company should be
clear. Outcomes should not reward poor
performance
Incentive outcomes are contingent on successfully meeting
stretching performance targets which are aligned to the delivery
of the Company’s strategy.
The heavy weighting towards share-based incentives ensures
alignment with the shareholder experience.
The Committee considers pay and employment conditions in the
wider workforce when making decisions on executive pay.
The Committee retains discretions to override formulaic outturns.
Alignment to culture Incentive schemes should drive
behaviours consistent with company
purpose, values and strategy.
The Policy encourages performance delivery which is aligned to
the culture within the business. This performance focus is always
considered within an acceptable risk profile.
The measures used in the variable incentive plans reflect the KPIs
of the business.
We have all employee share schemes to encourage share
ownership by all employees.
All Moonpig and Greetz employees participate in a bonus
scheme. For FY24 this has been extended to all Experiences
employees.
Alignment of Executive remuneration to the Group’s values is
considered further in the Corporate Governance Statement at
page 83.
Remuneration Policy for Executive Directors
The following table summarises each element of the Policy for the Executive Directors, setting out how each element operates, and
links to the corporate strategy.
Base Salary
Purpose To recruit and retain high-calibre Executive Directors.
Recognise knowledge, skills and experience as well as reflect the scope and size of the role.
Operation Normally reviewed annually, with any changes usually effective from 1 May. An out-of-cycle review may be
conducted if the Committee determines it is appropriate.
The current base salaries for the Executive Directors are set out on page 117.
Assuming the 2023 Remuneration Policy is approved and implemented, no salary increases are proposed
for FY24.
When setting base salaries, the Committee takes into account a number of factors including (but not limited
to) skills and experience of the individual, the size, scope and complexity of the role, salary increases across
the Group as well as salary levels for comparable roles in other similarly sized companies.
Maximum
potential value
There is no maximum salary level.
Salary increases are normally considered in relation to the wider salary increases across the Group.
Above workforce increases may be necessary in certain circumstances such as when there has been a
change in role or responsibility or where an Executive Director has been appointed to the Board on an
initial salary which is lower than the desired market positioning
Performance metrics Individual performance, as well as the performance of the Group, is taken into consideration as part of the
annual review process.
109
Strategic report Corporate governance Financial statements
Pension
Purpose To provide cost-effective retirement benefits.
Operation The Executive Directors each currently receive a cash allowance in lieu of pension contribution.
Pension allowances are normally paid monthly and are not bonusable.
Maximum
potential value
The cash allowances in lieu of pension contributions are capped at the rate available to the wider
workforce in the UK (currently 5% of base salary).
This applies to both current and any future Executive Director.
Performance metrics Not applicable.
Benefits
Purpose To provide competitive, cost-effective benefits which helps to recruit and retain Executive Directors.
Operation Benefits may include insurances such as life, medical and dental and other benefits provided more widely
across the Group from time to time.
Other benefits, such as relocation expenses or expatriate arrangements, may be provided as necessary.
Reasonable business-related expenses (including any tax thereon) will be reimbursed.
Maximum
potential value
There is no specific maximum although it is not expected to exceed a normal market level.
The value of benefits will vary based on the cost to the Company of providing the benefits.
Performance metrics Not applicable.
Annual Bonus
Purpose To incentivise and reward for the delivery of annual corporate targets aligned to the business strategy.
To align with shareholders’ and wider stakeholders’ interests.
Operation The Annual Bonus is subject to performance measures and objectives set by the Committee for the
financial year.
At the end of the performance period the Committee assesses the extent to which the performance targets
have been achieved and approves the final outcome.
At least 33% of any bonus earned will be deferred in shares, normally for three years under the DSBP in
respect of which dividend equivalents may apply to the extent such deferred awards vest.
Malus and clawback provisions apply as set out on page 113.
Bonus awards are non-pensionable and are payable at the Committee’s discretion.
Maximum
potential value
The annual bonus policy maximum is 150% of base salary.
The target annual bonus opportunity is normally set at 50% of the maximum.
The threshold annual bonus opportunity is up to 25% of the maximum. If the threshold level is not achieved,
no payment will arise.
Performance metrics The Committee will determine the relevant measures and targets each year taking into account the key
strategic objectives at that time.
Performance measures may include financial, strategic, operational, ESG and/or personal objectives.
At least 70% of the bonus will be linked to financial measures.
The Committee sets targets that are challenging, yet realistic in the context of the business environment
at the time and by reference to internal business plans and external consensus. Targets are set to ensure
there is an appropriate level of stretch associated with achieving the top end of the range but without
encouraging inappropriate risk taking.
The performance measures for FY24 are set out on page 117.
Directors’ Remuneration report
Moonpig Group plc | Annual Report and Accounts 2023
110
Long-Term Incentives
Purpose To incentivise and reward for the delivery of long-term performance and shareholder value creation.
To align with shareholders’ interests and to foster a long-term mindset.
Operation An annual award of performance shares under the LTIP which normally vest after a period of not less than
three years and subject to continued employment and the achievement of performance conditions.
Vested awards are subject to a further holding period applying at least until the fifth anniversary of grant
during which they may not ordinarily be sold (other than to pay relevant tax liabilities due).
Dividend equivalents may accrue over the period from grant until the later of vesting and the expiry of any
holding period.
Malus and clawback provisions apply as set out on page 113.
Grant values will normally be determined using an averaging period of up to 90 days prior to grant.
Maximum
potential value
The core maximum annual award is 250% of salary.
The Committee expects to normally grant annual awards of 250% of salary to any Executive Director.
For FY24 only, the maximum annual award level is up to 450% of salary, comprising a core award of up to
250% and an additional one-off award in FY24 only of 200% of salary linked to exceptional performance.
The proportion of the core award which may vest for threshold performance will be no more than 25% of
the maximum award. If the threshold level is not achieved, no payment will arise.
Performance metrics Performance conditions, weightings and target ranges will be determined prior to grant each year to align
with the Company’s longer-term strategic priorities at that time.
The measures which may be considered include financial and shareholder value metrics as well as
strategic, non-financial measures. In normal circumstances financial measures will make up the majority of
the annual bonus.
Details of the measures applicable for awards granted in relation to FY24 are set out on in the Annual
Report on Remuneration on page 117.
All Employee Share Plans
Purpose To encourage wider share ownership across all employees, including the Executive Directors.
To align with shareholders’ interests and to foster a long-term mindset.
Operation Executive Directors may participate in all employee schemes on the same basis as other eligible employees.
This includes (i) the Share Incentive Plan (“SIP”), under which all-employee free share awards were made
at the time of the IPO, and (ii) the Save As You Earn (“SAYE Scheme”) which the Board approved in FY21.
Both plans have standard terms, which are HMRC approved and allow participants to either purchase or
be granted shares (under the SIP) or enter into a savings contract to purchase shares (under either or both
of the SAYE Scheme or SIP) in a tax-efficient manner.
Maximum
potential value
Limits are in line with those set by HMRC.
Performance metrics Not applicable.
Shareholding Requirements
Purpose To align with shareholders’ interests and to foster a long-term mindset.
Operation Executive Directors will normally be expected to retain shares, net of sales to settle tax, until they have met
the required shareholding.
Progress towards the guideline will be reviewed by the Committee on an annual basis.
In addition, Executive Directors are expected to hold shares after cessation of employment to the full value
of the shareholding requirement (or the existing shareholding if lower at the time) for a period of two years.
Maximum
potential value
The shareholding requirement for Executive Directors is 300% of base salary from 19 September 2023
onwards, which compares to 200% under the existing Policy.
Performance metrics Not applicable.
111
Strategic report Corporate governance Financial statements
Fees policy for Non-Executive Chair and Non-Executive Directors
The following table summarises the fees policy for the Non-Executive Chair and the Non-Executive Director.
Fees
Purpose To provide a competitive fee to attract Non-Executive Directors who have the requisite skills and experience
to oversee the implementation of the Company’s strategy.
Operation Fees for the Non-Executive Chair are set by the Committee.
Fees for the other Non-Executive Directors are set by the Board excluding the Non-Executive Directors.
Fees are reviewed, but not necessarily increased, annually. Fee increases are normally effective from 1 May.
Fee levels are determined based on an estimate of the expected time commitments of each role and by
reference to comparable fee levels in other companies of a similar size and complexity.
Additional fees are payable to the Senior Independent Non-Executive Director and Chair of the Audit and
Remuneration Committees to reflect their additional responsibilities. The Non-Executive Director designated
for engagement with the workforce (“DNED”) for the purposes of the UK Corporate Governance Code will
also be eligible for an additional fee.
Higher fees may be paid to a Non-Executive Director should they be required to assume executive duties on
a temporary basis.
The Non-Executive Directors and the Non-Executive Chair are not eligible to receive benefits and do not
participate in pension or incentive plans. Business expenses incurred in respect of their duties (including
any tax thereon) are reimbursed.
Maximum
potential value
There is no overall aggregate annual limit for fees payable to the Non-Executive Directors.
Performance metrics Not eligible to participate in any performance-related elements of remuneration.
Discretions retained by the Committee in operating the incentive plans
The Committee operates the Group’s incentive plans according to their respective rules and in accordance with HMRC and Listing
Rules where relevant. To ensure the efficient operation and administration of these plans, the Committee may apply certain discretions.
These include (but are not limited to) the following:
Determining the participants in the plans.
Determining the timing of grants and/or payments.
Determining the size of grants and/or payments (within the limits set out in the policy table above).
Determining the appropriate choice of measures, weightings and targets for the incentive plans from year to year including any
use of discretion to reduce the outcome, as appropriate.
Determining “good leaver” status and the extent of vesting and or payment under the incentive plans.
Determining the extent of vesting of awards under share-based plans in the event of a change of control.
Making any appropriate adjustments required in certain circumstances (e.g. rights issues, corporate restructuring events, variation
of capital and special dividends).
The Committee retains discretion to vary the performance conditions applying to outstanding awards in exceptional circumstance
if an event occurs which causes the Committee to consider that the original condition would no longer operate as intended. Any
amendment to the performance conditions can be made, provided the Committee considers the varied condition is fair and
reasonable and not materially less challenging than the original conditions would have been but for the event in question. Following
the acquisition of Experiences the Committee re-expressed the performance conditions relating to the award made in July 2022 (FY23)
to ensure that they remain equally demanding. The Committee would likely take the same approach for any other corporate activity.
Legacy incentives
The Company has various legacy share and cash arrangements, some of which remain subject to time vesting and/or performance
conditions post-IPO. These are summarised further under the section headed “Legacy Pre-IPO awards” in the Annual Report on
Remuneration. The final vesting under the Legacy Pre-IPO awards will be on 30 April 2024.
Directors’ Remuneration report
Moonpig Group plc | Annual Report and Accounts 2023
112
Recoupment (malus and clawback)
The incentive pay awards made by the Company are subject to provisions that allow it to recover any value delivered (or which would
otherwise be delivered) in connection with any variable award including Annual Bonus and LTIP awards in exceptional circumstances
and where it believes that the value of those variable pay awards is no longer appropriate.
The malus and clawback provisions can be used in the following circumstances:
A material misstatement;
An error of calculation, or inaccurate or misleading information;
An action or conduct which amounts to fraud or gross misconduct;
An instance of corporate failure (e.g. administration or liquidation); and
A significantly adverse impact on the Group’s reputation.
Clawback may be effected in the period of three years following the determination of a bonus or the vesting of an LTIP award.
Selection of performance measures and targets
The Committee determines the performance measures applying to the Annual Bonus and LTIP based on the strategic priorities of the
Group at the time. The measures and their weightings may change from year to year to reflect the needs of the business. The measures
and weightings for FY24 are set out on page 117.
Measures used may include financial (such as revenue, Adjusted EBITDA and Pre-tax EPS), operational, strategic, ESG, personal
or shareholder value creation. The use of such measures is intended to ensure performance is assessed on a rounded basis and is
appropriately aligned to the Group’s KPIs. Together these are felt to incentivise management to deliver superior financial performance
in a sustainable way.
The targets for both the Annual Bonus and LTIP are set after considering internal business plans, economic forecasts and, to the
extent it exists, external analyst consensus. The target range is calibrated so that it is realistic yet requires stretching outperformance
to achieve the top end. In addition, the one-off awards proposed for FY24 have even more stretching targets with the threshold only
commencing once the stretch level is achieved under the normal awards.
Statement of consideration of shareholder views
The Committee will consider shareholder feedback received in relation to the AGM each year and guidance from shareholder
representative bodies more generally.
Prior to Admission the views of the Company’s major shareholder were considered when determining the Policy. If the Committee was
to consider changes to the Policy, it would be subject to prior consultation with major shareholders as appropriate. The Committee
consulted with major shareholders covering 60% of the share register during the course of the proposed Policy.
Differences in remuneration policy for Executive Directors and employees in general
All Group employees participate in the Annual Bonus scheme, which is operated on similar terms to those for the Executive Directors
albeit with an element based on personal performance. The LTIP operates for members of the Executive Committee on similar terms
to those for the Executive Directors. All eligible employees under the plan rules were able to participate in the SIP award which was
offered at IPO (with values ranging from £500 to £1,500 depending on length of service), the SAYE Scheme which was first offered in
September 2021 and will be invited to take part in future SAYE awards (or other all-employee awards). Wider employee ownership is a
key objective for the business.
Statement of consideration of employment conditions elsewhere in the Group
The Committee is provided with an update, at least annually, of pay and employment conditions throughout the Group. This will
include details of base salary increases, bonus award levels, share scheme take up across the Group workforce as well as more
information on the salaries and proposed increases for the Group Leadership Team members and other senior direct reports of the
Chief Executive. The Committee will review and agree all grants of share awards.
Although the Committee has not, to date, formally consulted with employees on matters of remuneration policy, the Committee ensures
there is appropriate liaison with the DNED to discuss any remuneration matters which should be taken into account as part of its
annual cycle. Employee engagement scores and other internal surveys will be considered as appropriate. An area of focus for the
Committee has been the upward alignment of remuneration at the Experiences segment, including extending the Group annual bonus
scheme to all Experiences employees for FY24.
Executive Directors’ external appointments
Executive Directors may accept external appointments as Non-Executive Directors of other companies with the specific approval of the
Board in each case. Any fees payable may be retained by the Executive Directors.
113
Strategic report Corporate governance Financial statements
Directors’ Remuneration report
Recruitment of Directors – approach to remuneration
Executive Directors
The ongoing remuneration package for any new Executive Director will be set in accordance with the terms of the Policy in place at
the time of appointment (including any caps on remuneration). The principles which will be applied are set out below:
Base salary set at an appropriate level taking into account the skills and experience of the individual and the nature of the role.
If the base salary is set below market on appointment to reflect experience, there will be an expectation that subsequent increases
may be above those of the wider workforce to bring this into line with the desired level as the individual develops in the role.
Benefits will be in line with those offered to other employees in the same location and take account of any local market norms. In
addition, the Committee recognises that it may need to meet certain relocation expenses or expatriate benefits, as appropriate.
Pension will be in line with that offered to the wider workforce.
Annual bonus will be operated in line with the terms set out in the Policy table and will be pro-rated in the year of joining to
reflect the period of service rendered. Depending on the timing of the appointment, it may be necessary for the Committee to use
alternative performance measures for the remainder of the initial performance period.
LTIP will be operated in line with the terms set out in the Policy table. An award may be made shortly after appointment
(assuming not in a closed period).
Buy-out awards the Committee may consider offering additional cash and/or share-based elements to replace remuneration
forfeited by the individual on leaving their previous employment when it considers these to be necessary to facilitate the
appointment and in the best interests of the Company and its shareholders. Any buy-out arrangements will be made under the
existing incentive plans or the relevant provision of the Listing Rules and would normally be delivered on a like-for-like basis taking
account of the nature, time horizons and any performance requirements attached to the awards forfeited.
For an internal appointment, any variable pay element or benefit awarded in respect of the prior role may be allowed to continue on
its original terms, adjusted as relevant to take into account the new appointment.
Non-Executive Directors
On appointment of a new Chair of the Board or NED, the fees will be set taking into account the experience and calibre of the
individual and the prevailing rates of other non-executives at the time.
Illustration of the Policy in different performance scenarios
The charts below illustrate the potential future value and composition of the Executive Directors’ remuneration opportunities in four
performance scenarios: minimum, on-target (i.e. in line with the Company’s expectations), maximum, and maximum plus 50% share
price appreciation, a scenario where 50% share price appreciation is included. The potential remuneration opportunities are based
on the 2023 Remuneration Policy.
Performance scenario Includes, for both CEO and CFO
Minimum Salary, pension and benefits (fixed remuneration).
No bonus award.
No vesting under the LTIP.
Fixed remuneration.
On-target 50% of maximum annual bonus award (75% of salary).
25% vesting of the core award under the LTIP (62.5% of salary).
Fixed remuneration.
Maximum 100% of maximum annual bonus award (150% of salary).
100% vesting of the FY23 LTIP award (450% of salary).
Fixed remuneration.
Maximum +50% 100% of maximum annual bonus award.
100% vesting of the FY23 LTIP award, plus 50% share price appreciation
1
.
Moonpig Group plc | Annual Report and Accounts 2023
114
Note to both chart above and table on opposite page
1 The value of the LTIP includes share price appreciation of 50% as required by the reporting regulations.
Executive Directors’ service contracts
The service contracts for Nickyl Raithatha and Andy MacKinnon provide for an equal notice period from the Group and the Executive
of a maximum 12 months’ notice and any contracts for newly appointed Executive Directors will provide for equal notice in the future.
The date of each service contract and unexpired term is set out in the table below:
Date of service contract Unexpired term (months)
Nickyl Raithatha 10 January 2021 12 month rolling
Andy MacKinnon 10 January 2021 12 month rolling
Non-Executive Directors’ terms of appointment
The Non-Executive Directors do not have service contracts with the Company but instead have letters of appointment for no more than
three years, subject to annual reappointment at the AGM, with a three-month notice period by either side. The appointment letters
provide that no compensation is payable on termination, other than fees accrued and expenses. The date of appointment and the
length of service for each Non-Executive Director are shown in the table below:
Date of appointment
Unexpired term of current letter of
appointment as at 2023 AGM
(years and months)
Length of service
as at 2023 AGM
(years and months)
Kate Swann 10 January 2021 Nil 2 years 8 months
David Keens 10 January 2021 Nil 2 years 8 months
Niall Wass 10 January 2021 Nil 2 years 8 months
Susan Hooper 10 January 2021 Nil 2 years 8 months
Simon Davidson 10 January 2021 Nil 2 years 8 months
ShanMae Teo 27 June 2022 1 year 9 months 1 year 3 months
The Non-Executive Directors appointed in January 2021 ahead of Admission have letters of appointment that expire at the conclusion
of the 2023 AGM. The Company proposes to issue new letters of appointment for each of those Directors for a three-year term,
commencing at the conclusion of the 2023 AGM, subject to shareholder approval of the re-election of those Directors at the 2023
AGM. On termination, at any time, a Non-Executive Director is entitled to any accrued but unpaid Director’s fees but not to any other
compensation.
0 1,000 2,000 3,000 4,000 5,000 6,000
Nickyl Raithatha CEO
Andy MacKinnon CFO
£’000
Min
Target
Max
Max
with 50%
growth
Min
Target
Max
Max
with 50%
growth
Total Fixed Remuneration
Annual Bonus
LTIP
Share Price Growth
£630
100%
100%
43% 31% 26%
15% 21%
16%
64%
48% 24%12%
43%
15% 21% 64%
48% 24%16%12%
31% 26%
£1,451
£4,214
£5,558
£408
£939
£2,725
£3,595
115
Strategic report Corporate governance Financial statements
Policy on payment for departure from office
On termination of an Executive Director’s service contract, the Committee will take into account the departing Director’s duty
to mitigate his/her loss when determining the amount of compensation. The Committee’s policy is described below and will be
implemented taking into account the contractual entitlements, the specific circumstances for the departure and the interests of
shareholders:
Component of pay
Voluntary resignation
or termination for cause
“Good leaver”
(e.g. Death, ill health, disability) Departure on agreed terms
Base salary Paid for the proportion of
the notice period worked
and any untaken holidays
pro-rated to the leaving
date.
Paid for the proportion of the notice period worked
and any untaken holidays pro-rated to the leaving
date. A Payment In Lieu of Notice (“PILON”) may
be made in instalments subject to mitigation.
Treatment will normally
fall between the two
treatments described in
the previous columns,
subject to the discretion
of the Committee and the
terms of any termination
agreement.
The Committee will have
the authority to settle any
legal claims against the
Company, e.g. for unfair
dismissal etc, that might
arise on termination.
In the event of a change
of control or similar event,
awards may vest early
subject to performance
and, normally, any bonus
or LTIP would be subject
to pro-rating. Alternatively,
awards may be rolled over.
Benefits and pension Paid for the proportion of
the notice period worked
(including garden leave).
Paid for the proportion of the notice period worked
(including garden leave).
Annual bonus cash Cessation of employment
during a bonus year will
normally result in no cash
bonus being paid.
Cessation of employment during a bonus year
or after the year end but prior to the normal
bonus payment date will result in cash and
deferred bonus being paid and pro-rated for the
relevant portion of the financial year worked and
performance achieved.
Annual bonus
deferred shares
Unvested deferred shares
will lapse.
Awards will normally continue to vest on their
original vesting date unless the Committee
determines they should vest earlier.
LTIP awards Unvested performance
shares will lapse.
Performance shares will normally be retained by
the individual for the remainder of the vesting
period and remain subject to the relevant
performance conditions and ordinarily subject to
time proration. The Committee will retain discretion
to assess performance and allow awards to vest at
an earlier date if considered appropriate.
Options under SIP /
SAYE Scheme
As per HMRC regulations. As per HMRC regulations.
Other None. Disbursements such as legal costs and
outplacement fees may be payable as
appropriate.
Directors’ Remuneration report
Moonpig Group plc | Annual Report and Accounts 2023
116
Annual Report on Remuneration
The Directors’ Remuneration Report that follows has been prepared in accordance with the Listing Rules, the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations 2008 (as amended) and the Companies Act 2006.
Implementation of Policy for FY24
For FY24 and subject to approval of the 2023 Remuneration Policy, the Executive Directors will be remunerated as summarised in the
table below.
Component of Policy Implementation for FY24
Base salaries CEO: £597,400 (nil increase)
CFO: £386,250 (nil increase)
Assuming the 2023 Remuneration Policy is implemented, no salary increases are proposed
for FY24.
Across the Group, the average pay increase for UK employees for FY24 is 8.8%.
Benefits and pension Pension contribution of 5% of salary, paid via payroll. No changes to benefit provisions.
Annual bonus Maximum 150% of salary (target bonus is 50% of maximum).
Subject to the following performance conditions:
Revenue – 30% weighting.
Adjusted EBITDA 50% weighting.
Non-financial 20% weighting, which will consist of three sub-measures relating to customer
net promoter score, employee engagement and obtaining supplier commitments to set
Scope 3 greenhouse gas emission reductions targets that are aligned to SBTi consistent with
the Group’s ESG Goal 2.
Consistent with market practice, the target ranges are currently commercially sensitive and will
be reported next year.
LTIP core award Core award of 250% of salary. This is to be achieved through granting 200% in June in the
normal way with a further 50% (using the then prevailing market value) following approval
of the 2023 Remuneration Policy at the AGM in September (with the same performance
conditions applying).
Core awards will be subject to the following conditions:
50% of the Award: relative TSR, comparing the Company’s share price for the three-month
average to 30 April 2026 versus the constituents of the FTSE 250 (excluding investment trusts)
over the same period. 25% of this component will vest at median rising on a straight-line
basis to 100% at upper quartile; and
50% of the Award: Adjusted Basic Pre-Tax EPS for the year ending April 2026. 25% of this
component will vest at 19.5p rising on a straight-line basis to 100% at 21.5p.
LTIP one-off award
(FY24 only)
One-off award of 200% of salary.
One-off awards will be subject to the following conditions:
50% of the Award: relative TSR, comparing the Company’s share price for the three-month
average to 30 April 2026 versus the constituents of the FTSE 250 (excluding investment trusts)
over the same period. 25% of this component will vest at upper quartile rising on a straight-
line basis to 100% at upper 15th percentile; and
50% of the Award: Adjusted Basic Pre-Tax EPS for the year ending April 2026. 25% of this
component will vest at 21.5p rising on a straight-line basis to 100% at 23.5p.
Non-Executive Director fees Chair fee: £244,007
Non-Executive Director base fee: £63,654
Senior Independent Non-Executive Director fee: £10,609
Audit and Remuneration Committee Chair fee: £10,609
Designated Non-Executive Director for workforce engagement fee: £5,305
The base fees for Chair and Non-Executive Directors have been increased by 3.0% from
1 May 2023.
117
Strategic report Corporate governance Financial statements
Directors’ Remuneration report
Single Total Figure of Remuneration (audited)
The tables below show the total remuneration for the financial year ended 30 April 2023 and the comparator information for the
previous financial year.
For the year ended 30 April 2023
Nickyl
Raithatha
Andy
MacKinnon
Kate
Swann
David
Keens
Susan
Hooper
Niall
Wass
Simon
Davidson
ShanMae
Teo
1
Base salary/fees
2
£597,400 £386,250 £236,900 £82,400 £77,250 £61,800 £61,800 £52,451
Benefits
3
£2,406 £2,406
Pension
4
£29,870 £19,313
Total fixed pay £629,676 £407,969 £236,900 £82,400 £77,250 £61,800 £61,800 £52,541
Annual bonus £60,039 £38,818
LTIP
Total variable pay from
ongoing pay £60,039 £38,818
Legacy pre-IPO award
5
£5,576,561 £1,858,854
Total variable pay including
legacy awards £5,636,600 £1,897,672
Total remuneration £6,266,276 £2,305,641 £236,900 £82,400 £77,250 £61,800 £61,800 £52,541
For the year ended 30 April 2022
Nickyl
Raithatha
Andy
MacKinnon
Kate
Swann
David
Keens
Susan
Hooper
Niall
Wass
Simon
Davidson
ShanMae
Teo
Base salary/fees £580,000 £375,000 £230,000 £70,000 £75,000 £60,000 £60,000
Benefits
3
£2,700 £2,700
Pension
4
£29,000 £18,750
Total fixed pay £611,700 £396,450 £230,000 £70,000 £75,000 £60,000 £60,000
Annual bonus £822,150 £531,563
LTIP
Total variable pay £822,150 £531,563
SAYE Scheme
6
£4,756 £4,756
Total other pay £4,756 £4,756
Total remuneration £1,438,606 £932,769 £230,000 £70,000 £75,000 £60,000 £60,000
Notes to both tables:
1 Remuneration from date of appointment.
2 Salaries and fees were increased by 3.0% for FY23.
3 Benefits consisted of life insurance, private medical and dental insurance.
4 The Executive Directors each receive pension benefits equivalent to 5% of salary (unchanged from FY22). No Executive Director has a prospective entitlement to a defined
benefit pension.
5 The value of the legacy pre-IPO award includes the cash element and the share element, with the value of the share element calculated using the Company’s share price
for the 90-day average to 30 April 2023. The FY23 figures will be adjusted in the FY24 report to reflect the actual share prices at the dates of vesting, which will take place
after the publication of this year’s report. As performance was assessed at the end of FY23, the total amount under this award is included although half of these amounts
remains subject to employment over an additional 12-month period.
6 The SAYE Scheme amount refers to the discount on the awards, during the year stated, under the Group’s all-employee SAYE Scheme.
Moonpig Group plc | Annual Report and Accounts 2023
118
Annual bonus (audited)
The maximum bonus opportunities for FY23 were 150% of salary for each of the CEO and the CFO (unchanged from FY22). The annual
bonus was based on the achievement of Group financial targets and a set of specific and quantifiable strategic objectives.
Performance targets and actual outturn are set out below:
Performance measure Weighting Threshold Target Maximum
Actual FY23
achievement
Bonus
outcome
(% of total
bonus)
Financial Measures:
Revenue 30.0% £334.9m £352.5m £370.1m £320.1m 0%
Adjusted EBITDA 50.0% £85.6m £90.1m £94.6m £84.2m 0%
ESG Measures:
Customer NPS 6.7% 71 72 73 60 0%
Employee Engagement Score 6.6% 64% 66% 68% 61% 0%
Renewable energy mix at the Group’s two new
fulfilment centres
1
. 6.7% 65% 75% 85% 95% 6.7%
Total 100.0% 6.7%
1 Subject to delivery of a gateway requirement to measure our value chain (Scope 3) greenhouse gas emissions and set a reduction target.
The performance targets were set at the start of the year based on internal budgets, external forecasts, and the Committee’s view at
the time of the macroeconomic environment. The financial targets were set on a stretching, yet realistic basis. The Committee believes
that the FY23 targets are no less stretching than those set in previous years.
Following the acquisition of Experiences, the financial targets were re-expressed to include this segment to ensure that the targets
were neither easier nor harder to achieve as a result of the acquisition. The ESG targets were not re-expressed (and hence remain
specific to Moonpig and Greetz), as management needed to align the way these measures are captured and calculated across
segments. For FY24, all measures will have targets set on a Group basis.
Despite a decline in consumer demand driven by external macroeconomic factors from October 2022 onwards, the Group’s
performance was resilient. Management mitigated the negative impact on revenue to a single-digit percentage year-on-year
reduction, ensured that full year Adjusted EBITDA remained in line with expectations and maintained investments to support future
growth. In the circumstances, these outcomes represented impressive operational delivery, however no bonus was awarded for the
financial metrics as revenue and Adjusted EBITDA were both more than 5% lower than the Group’s internal targets.
Regarding ESG measures, the Group’s employee engagement score and customer NPS were both below threshold. For employee
engagement, this reflected the challenges of operating in an environment of heightened cost discipline, whilst the primary impact
on customer NPS has been poor service delivery by Royal Mail resulting from industrial action. The Group did however deliver the
renewable energy target at maximum while meeting the gateway requirement to measure out Scope 3 greenhouse gas emissions and
set a reduction target.
The resulting bonus represented 6.7% of the maximum opportunity, resulting in payments of £60,039 and £38,818 for the CEO and
CFO respectively. Although individual performance was strong and the Group’s performance in the year was resilient, the Committee
believes that the formulaic outcomes of the bonus calculation are appropriate and has not applied discretion.
Payment of these bonuses will be made in July 2023 with 67% payable in cash and the remainder deferred into shares for three years;
the deferred share element is not subject to any further performance conditions other than continued service (but may be subject to
malus and clawback).
119
Strategic report Corporate governance Financial statements
Awards vested in the year (audited)
There were no LTIP awards that vested in the year.
The legacy pre-IPO awards are in two tranches, the first tranche is due to be paid in July 2023 and the second tranche is due to be
paid shortly after 30 April 2024. The value of both tranches has been included in the single total figure of remuneration table for FY23.
The share values for each tranche will be adjusted in the FY24 report to reflect the actual share prices at the dates of exercise, which
will take place after the publication of this year’s report.
As disclosed in previous year’s reports, various legacy arrangements were agreed by the then-shareholder prior to Admission that
do not form part of the Policy. These were also normal in the context of private equity backed companies. Legacy pre-IPO Awards
were made to the Executive Directors and certain members of management with an amount to be settled in cash and an amount in
awarded as shares. The legacy pre-IPO Awards vested on 30 April 2023 as the following targets were met in full:
Threshold (25%) Target (50%) Max (100%) Outcome Achieved
Revenue £255.0m £265.0m £275.0m £320.1m 100.0%
Adjusted EBITDA £60.0m £65.0m £70.0m £84.2m 100.0%
Executive Director
Number of
awards vesting
Cash value
vesting
£
Total value
included in the
single total figure
1
£
Nickyl Raithatha 1,189,286 4,162,500 5,576,561
Andy MacKinnon 396,429 1,387,500 1,858,854
1 The value of the legacy pre-IPO award includes the cash element and the share element of both tranches, with the value of the share element calculated using the
Company’s share price for the 90-day average to 30 April 2023.
Awards granted in the year (audited)
LTIP
Details of the long-term incentive awards granted to the Executive Directors in FY23 under the LTIP are set out below. As disclosed in
last year’s report, the Committee and Executive Directors were conscious that the share price had fallen materially since IPO and that
a grant calculated using the share price at the date of grant would result in their grants being made over a larger number of shares
than originally envisaged. Accordingly, the awards were reduced from the Policy award levels of 200% and 150% to 170% and 127.5%
respectively at the request of the CEO and CFO.
Executive Director
Number of awards
granted during
the year
1,2
Market price
at date of award
£
3
Date of grant/
award
Value of award
at date of grant
£
Performance
period
Exercisable/
capable of
vesting from
4
Nickyl Raithatha 456,378 2.2253 5 July 2022 1,015,580
1 May 2022 –
30 April 2025 5 July 2025
Andy MacKinnon 221,304 2.2253 5 July 2022 492,469
1 May 2022 –
30 April 2025 5 July 2025
1 These awards are subject to the following Total Shareholder Return (“TSR) and Adjusted EPS performance conditions, as 50% of the Award: relative TSR, comparing the
Company’s share price for the three-month average to 30 April 2025 versus the constituents of the FTSE 250 (excluding investment trusts) over the same period (except
that their base price will be the three-month average to IPO). 25% of this component will vest at median rising on a straight-line basis to 100% at upper quartile; and 50%
of the Award: Adjusted Basic Pre-Tax EPS for the year ending April 2025. As disclosed in the FY22 Annual Report, following completion of the acquisition of Buyagift, the
Committee considered whether the EPS range should be adjusted to ensure that it remains equally demanding, taking into account both the impact of the acquisition
and the net financing costs incurred. After consideration, the Committee decided to re-express the EPS condition as follows: 25% of this component will vest at 20.2p
(increased from 19.0p) rising on a straight-line basis to 100% at 21.6p (increased from 20.4p).
2 All of the above awards were granted for nil consideration.
3 Calculated by using the three-day average share price on the three trading days prior to the date of grant.
4 The awards are subject to a two-year post-vesting holding period.
Directors’ Remuneration report
Moonpig Group plc | Annual Report and Accounts 2023
120
DSBP
Conditional share awards were granted under the Deferred Share Bonus Plan (“DSBP”) to Executive Directors for the deferred element
(33%) of their FY22 annual bonuses. The table below shows the details of DSBP awards granted during the year.
Executive Director
Number of shares
subject to
DSBP award
Market price at
date of award
1
£
Date of grant/
award
Face value of DSBP
award on grant
2
£
Exercisable/
capable of
vesting from
3
Nickyl Raithatha 121,920 2.2253 5 July 2022 271,309 5 July 2025
Andy MacKinnon 78,827 2.2253 5 July 2022 175,415 5 July 2025
1 Calculated by using the three-day average share price on the three trading days prior to the date of grant.
2 Equates to 33% deferral of FY22 bonus.
3 DSBP awards vest after three years, subject to continued service only.
Share interests and incentives (audited)
Shares owned
outright as at
30 April 2023
1
Subject to
continued
employment
2
Options
unvested and
subject to
performance
conditions
3
Options
vested but not
exercised
Total shares
available
Shareholding as
a percentage of
salary
4
Shareholding
requirement met
Executive Directors
Nickyl Raithatha 4,104,428 779,731 787,806 594,643 6,266,608 1256% Yes
Andy MacKinnon 687,285 303,127 382,018 198,214 1,570,644 421% Yes
Non-Executive Directors
Kate Swann 2,466,562 2,466,562 N/a N/a
David Keens 120,000 120,000 N/a N/a
Niall Wass 75,498 75,498 N/a N/a
Susan Hooper 14,286 14,286 N/a N/a
Simon Davidson
1
N/a N/a
ShanMae Teo 45,156 45,156 N/a N/a
1 This represents direct interests held in Moonpig Group plc including SIP shares. Simon Davidson holds indirect interests in Moonpig Group plc as he is a connected person
to Exponent. Exponent held 41,187,780 shares in Moonpig Group plc as at 30 April 2023.
2 Awards subject to continued employment are SAYE Scheme shares, awards made under the DSBP and the second tranche of the one-off legacy pre-IPO awards which
have now vested.
3 Awards subject to performance conditions include LTIP awards.
4 The shareholding as a percentage of salary relates to those shares and awards not subject to ongoing performance conditions. The share price used is £1.369 being the
closing price as at 30 April 2023.
5 Since the FY23 year-end and to the date of this Annual Report and Accounts, there have been no changes in the shareholdings shown in the table above.
121
Strategic report Corporate governance Financial statements
Directors’ share-based rewards and options (audited)
Details of all Directors’ interests in the Company’s share-based reward schemes are shown in the tables below:
Nickyl Raithatha
Scheme
Awards/
options
held at
1 May 2022
Number
of awards
granted
during
the year
Exercised
during
the year
Lapsed
during
the year
Awards/
options
held at
30 April
2023
Exercise
price/
market
price at
date
of award
£
Date of
grant/award
Exercisable/capable
of vesting from
Legacy pre-IPO award
1
1,189,286 1,189,286 3.5000 1 February 2021
50% 30 April 2023
50% 30 April 2024
LTIP
2
331,428 331,428 3.5000 1 February 2021 30 April 2024
SAYE
3
5,960 5,960 3.0200 3 September 2021 1 October 2024
DSBP
4
57,208 57,208 3.8180 6 August 2021 6 August 2024
DSBP
5
121,920 121,920 2.2253 5 July 2022 5 July 2025
LTIP
6
456,378 456,378 2.2253 5 July 2022 5 July 2025
Totals 1,583,882 578,298 2,162,180
Andy MacKinnon
Scheme
Awards/
options
held at
1 May 2022
Number
of awards
granted
during
the year
Exercised
during
the year
Lapsed
during
the year
Awards/
options
held at
30 April
2023
Exercise
price/
market
price at
date
of award
£
Date of
grant/award
Exercisable/capable
of vesting from
Legacy pre-IPO award
1
396,429 396,429 3.5000 1 February 2021
50% 30 April 2023
50% 30 April 2024
LTIP
2
160,714 160,714 3.5000 1 February 2021 30 April 2024
SAYE
3
5,960 5,960 3.0200 3 September 2021 1 October 2024
DSBP
4
20,125 20,125 3.8180 6 August 2021 6 August 2024
DSBP
5
78,827 78,827 2.2253 5 July 2022 5 July 2025
LTIP
6
221,304 221,304 2.2253 5 July 2022 5 July 2025
Totals 583,228 300,131 883,359
1 The performance conditions for the legacy pre-IPO awards have been met in full. The award has vested in full. 50% of the award will be exercisable shortly after
the announcement of the FY23 year end results and the remaining 50% will become exercisable shortly after 30 April 2024 subject to satisfaction of the employment
conditions.
2 The performance period will end on 30 April 2024. The performance conditions are for 50% of the Award: the Company’s relative TSR comparing the Offer Price to the
three-month average to 30 April 2024 versus the constituents of the FTSE 250 (excluding investment trusts) over the same period (except that their base price will be the
three-month average to IPO). 25% of this component will vest at median rising on a straight-line basis to 100% at upper quartile; and 50% of the Award: the Company’s
Adjusted Basic Pre-Tax EPS (as stated in the Prospectus, this was initially granted as an Adjusted EBITDA range of £75.0m-£80.0m but with a commitment to re-express on
this basis once the capital structure was settled) to April 2024. This excludes the cost of the legacy incentive items and the all-employee IPO awards as they are expected
to be one-off expenses, albeit they are not currently expected to be classified as exceptional items in the Group’s income statement. 25% of this component will vest at
14.5p rising on a straight-line basis to 100% at 15.9p.
3 Details of the SAYE Scheme are shown in Note 20 to the accounts.
4 DSBP awards equate to 33% deferral of bonus payable in FY22 in relation to performance for FY21.
5 DSBP awards equate to 33% deferral of bonus payable in FY23 in relation to performance for FY22.
6 The performance period will end on 30 April 2025. These awards are subject to the following Total Shareholder Return (“TSR”) and Adjusted EPS performance conditions,
as 50% of the Award: relative TSR, comparing the Company’s share price for the three-month average to 30 April 2025 versus the constituents of the FTSE 250 (excluding
investment trusts) over the same period (except that their base price will be the three-month average to IPO). 25% of this component will vest at median rising on a
straight-line basis to 100% at upper quartile; and 50% of the Award: Adjusted Basic Pre-Tax EPS for the year ending April 2025. 25% of this component will vest at 19.0p
rising on a straight-line basis to 100% at 20.4p. The awards are subject to a two-year post-vesting holding period.
7 All of the above awards excluding the SAYE awards were granted for nil consideration.
8 The LTIP and DSBP awards are subject to clawback provisions.
9 The value of awards for the Executive Directors which will become exercisable in FY24 are shown in the single figure of total remuneration table on page 118.
10 The market price of the ordinary shares at 30 April 2023 was 136.9p and the closing range during the year was 103.1p to 272.2p.
Directors’ Remuneration report
Moonpig Group plc | Annual Report and Accounts 2023
122
20
40
60
80
100
120
140
160
Total shareholder return
£
Moonpig Group plc
1/4/231/2/21 1/6/21 1/1/22 1/6/22 1/1/23
FTSE 250 (ex. Investment Trusts)
Performance graph against FTSE 250
The following chart shows the value, by 30 April 2023, of £100 invested in the Company on Admission (at the IPO price of £3.50)
compared with the value of £100 invested in the FTSE 250 Index. The FTSE 250 Index (excluding Investment Trusts) provides the most
appropriate and widely recognised “broad market equity index” for benchmarking the Company’s corporate performance. As the data
becomes available, this chart will be expanded to contain up to 10 years of TSR performance data.
CEO total remuneration
The table below sets out the CEO’s single figure of total remuneration (rounded up to the nearest £1,000) over the same period as for
the TSR chart above, together with the percentage of annual bonus paid and the vesting of long-term incentives as a percentage of
maximum. Over time, 10 years’ ratios will be provided.
FY21 FY22 FY23
Total remuneration (£000) £870 £1,439 £6,266
Annual bonus paid (as % of maximum) 100.0% 94.5% 6.7%
LTIP vesting (as % of maximum) N/a N/a 100%
1
1 This refers to the legacy pre-IPO award.
Percentage change in Directors’ remuneration
The table below shows the annual percentage change in base salary, benefits and bonus in respect of the Directors of the Company
and the average for all other UK Group employees. Where a Director does not have comparable data for FY22 they have been
excluded from the table. As the Experiences segment was not part of the Group for FY22 estimates have been made of the percentage
changes of some Group employees in some cases. Over time, the percentage change over a five year rolling period will be disclosed.
% change in
salary/fees
(FY22-FY23)
1
% change in
benefits
(FY22-FY23)
1
% change in
annual bonus
(FY22-FY23)
1
% change in
salary/fees
(FY21-FY22)
2
% change in
benefits
(FY21-FY22)
2
% change in
annual bonus
(FY21-FY22)
2
Nickyl Raithatha 3% (11%) (92.7%) 197% 126% 24%
Andy MacKinnon 3% (11%) (92.7%) 203% 126% 128%
Kate Swann 3% N/a N/a 192% N/a N/a
David Keens
3
18% N/a N/a 214% N/a N/a
Susan Hooper 3% N/a N/a 206% N/a N/a
Niall Wass 3% N/a N/a 206% N/a N/a
Simon Davidson 3% N/a N/a 206% N/a N/a
ShanMae Teo N/a N/a N/a N/a N/a N/a
Average of UK Group employees 8.8% 0% (92.7%) 199% 99.2% (2.5%)
1 The comparative figures used for the Board are the actual figures used in the Single figure of total remuneration table on page 118. All other employee figures are
calculated on a cash basis.
2 FY21 was a transition year for the Group, as it moved from being a private to a listed company. The percentage changes set out above are considered to be representative
of that transition rather than underlying remuneration changes from year to year.
3 David Keens received an additional fee as Senior Independent Non-Executive Director from FY23. The fees he received in FY23 as an Independent Non-Executive Director
and as Chair of the Audit Committee increased by 3.0% from FY22.
123
Strategic report Corporate governance Financial statements
Directors’ Remuneration report
CEO pay ratio
The CEO to employee pay ratios are set out below. Over time, 10 years’ ratios will be provided.
25th percentile Median percentile 75th percentile
Financial
year Method
Pay
ratio
Total pay and
benefits
£
Salary
£
Pay
ratio
Total pay and
benefits
£
Salary
£
Pay
ratio
Total pay and
benefits
£
Salary
£
FY21 A 45.0:1 19,321 12,782 27.8:1 31,248 20,199 17.2:1 50,752 28,621
FY22 A 25.1:1 57,370 44,033 17.5:1 82,145 62,334 12.9:1 111,114 85,000
FY23 A 198.1:1 32,000 30,000 115.2:1 54,000 50,000 75.9:1 83,000 75,000
The Company has used Option A as the method of calculating the above ratios and calculated the pay and benefits of all UK
employees on a full-time equivalent basis as this is felt to be the most statistically accurate way of calculating the ratio. The Group
has used pay data as of 30 April 2023 to determine the ratios seen in the above table. We have endeavoured to ensure that relevant
comparisons are made on a consistent basis.
The higher ratio in FY23 reflects the fact that the financial performance conditions for the pre-IPO award related to this financial year
and were met in full. The full amount of the pre-IPO award is recognised in CEO pay FY23 however half of the award remains subject
to an employment condition and does not vest until 30 April 2024. The reduction in median salaries reflects the significant change in
the Group’s employee base as set out below under “Relative importance of spend on pay”, including the creation of new operational
roles at lower wage rates in our new Tamworth facility and the acquisition of Experiences where average salaries have historically
been lower.
The future movement in the ratio will be considered by the Remuneration Committee as appropriate, noting that volatility in the
headline number is expected over the next few years as legacy items and incentive pay outcomes for the CEO are more variable.
Relative importance of spend on pay
The table below illustrates the year-on-year change in total remuneration as per Note 7 to the Financial Statements compared to the change
in shareholder returns, which would include capital returns, dividends and share buybacks. The year-on-year movement in employee costs
reflects a significant change in the composition of the Group’s employee base which has increased from an average of 447 employees in
FY22 to 730 employees in FY23. Alongside expansion of our technology teams we have opened new operational facilities creating new roles
at lower wage rates and acquired the Experiences segment at which average salaries have historically been lower than at Moonpig.
FY23
£000
FY22
£000 % change
Employee costs 42,850 38,477 11.4%
Distribution to shareholders £0 £0
Payments for loss of office and/or payments to former Directors (audited)
No payments for loss of office, nor payments to former Directors were made during FY23.
Dilution limits
The Company intends to comply with the guidance of The Investment Association on dilution limits. No change to the 5% limit is
proposed and dilution will be managed accordingly. The table below shows the current and prior year utilisation:
Dilution
(% of issued share capital)
Utilisation of headroom
(% of limit)
FY23 FY22 FY23 FY22
Limit of 5% in any ten years under all executive share plans <1% <1% 17% <1%
Limit of 10% in any ten years under all share plans 1% <1% 11% <1%
Statement of shareholding voting
The votes cast by proxy at AGMs in relation to resolutions regarding Directors’ remuneration are set out in the table below:
Remuneration Policy
(binding vote at 2021 AGM)
Remuneration Report
(advisory vote at 2022 AGM)
Votes % Votes %
Votes in favour 252,769,145 99.37 245,220,349 99.40
Votes against 1,607,273 0.63 1,471,331 0.60
Total votes cast (excluding votes withheld) 254,376,418 100.00 246,691,680 100.00
Votes withheld 500 1,323
On behalf of the Board.
Susan Hooper
Chair of the Remuneration Committee
28 June 2023
Moonpig Group plc | Annual Report and Accounts 2023
124
The Directors present their report, together with the audited consolidated financial statements for the year ended 30 April 2023.
The Directors’ report, together with the Strategic report on pages 1 to 75, represents the management report for the purposes of
compliance with The Disclosure Guidance and Transparency Rules 4.1.R (“DGTR”).
In accordance with section 414C(11) of the Companies Act 2006, the Board has included certain disclosures in the Strategic report set
out below:
Subject matter Page
Future business developments CEO review pages 6 to 9
Strategy pages 18 to 23
Diversity and inclusion ESG pages 28 to 31 and pages 48 to 49
Going concern and viability statement Viability statement section pages 72 to 73
Risk management Risk management section pages 66 to 72
Climate-related financial disclosures, greenhouse gas
consumption, energy consumption and energy efficiency action
ESG pages 32 to 47
Disabled employees Non-financial information section pages 74 to 75
Employee engagement Section 172(1) statement page 25
Business relationships with suppliers, customers and other
stakeholder engagement
Section 172(1) statement and stakeholder engagement pages 24
to 26
Charitable donations ESG page 50
Important events since the financial year end Note 26 of the Group financial statements page 180
Compliance with the UK Corporate Governance Code 2018
This Annual Report has been prepared with reference to the Code. During the year, the Group has complied with all relevant
provisions of the Code. Further information on the Company’s application of the principles and provisions of the Code can be found in
the corporate governance report on pages 76 to 129. The Code is publicly available at www.frc.org.uk.
Corporate governance statement
The information that fulfils the requirements of the corporate governance statement for the purposes of the DGTR can be found in the
corporate governance information on pages 76 to 129 (all of which forms part of this Directors’ report) and in this Directors’ report.
Independent auditors
The auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in office and a resolution to re-appoint
PricewaterhouseCoopers LLP as auditors of the Company will be proposed at the 2023 AGM.
Disclosure of information to auditors
The Directors confirm that, so far as they are each aware, there is no relevant audit information of which the Company’s auditors are
unaware. Each Director has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant
audit information and to establish that the Company’s auditors are aware of that information.
Insurance and indemnities
The Group has maintained Directors’ and Officers’ Liability Insurance cover throughout the year. The Directors can obtain legal or
other relevant advice at the expense of the Company in their capacity as Directors. The Company has also provided a qualifying third-
party indemnity to each Director as permitted by Section 234 of the Companies Act 2006 and by the Articles, which remain in force at
the date of this report.
Political donations
It is not the policy of the Company to make political donations as contemplated by the Act. However, as a result of broad definitions
used in the Act, normal business activities of the Company, which might not be considered political donations or expenditure in the
usual sense, may possibly be construed as political expenditure or as a donation to a political party or other political organisation and
fall within the restrictions of the Act. This could include sponsorships, subscriptions, payment of expenses, paid leave for employees
fulfilling public duties and support for bodies representing the business community in policy review or reform. The Board obtained
renewed shareholder approval at the Company’s 2022 AGM, in line with best practice, to authorise the Company to make political
payments up to a maximum aggregate amount of £100,000 and proposes a similar resolution at the 2023 AGM.
The Group did not make any political donations or incur political expenditure during the reporting year.
Directors’ report
125
Strategic report Corporate governance Financial statements
Subsidiaries, principal activities and branches
The Company acts as a holding company for the Group of subsidiaries. The Group’s subsidiaries are set out on page 180 of the
financial statements. One of the Group’s principal UK operating subsidiaries, Moonpig.com Limited, currently has two overseas
branches in the Bailiwick of Guernsey and the Republic of Ireland.
Share capital
Details of the Company’s share capital, together with details of the movements in share capital during the year, are shown on page
187 of the accounts. The Company has one class of ordinary shares which carry no right to fixed income. Each share carries the right to
one vote at a general meeting of the Company.
Substantial shareholdings
As at 30 April 2023 and as at the date of this report, the following information has been received, in accordance with Rule 5 of the
DGTR, from holders of notifiable interests in the Company’s issued share capital. The information provided below is correct at the date
of notification and represents direct interests only.
As at 30 April 2023 As at the date of this report
Holder
Number of
shares
Voting rights
(%)
Number of
shares
Voting rights
(%)
Exponent 41,187,780 12.00 41,187,780 12.00
Liontrust Investment Partners LLP 37,009,785 10.81 37,009,785 10.81
Abrdn plc 30,444,425 8.89 30,444,425 8.89
LCP VIII Holdings, L.P. 18,899,493 5.50 18,899,493 5.50
JPMorgan Chase & Co. 17,39 0,916 5.08 N/a N/a
Norges Bank 10,297,611 3.01 10,517,725 3.07
Information provided to the Company pursuant to Rule 5 of the DGTR is published on a Regulatory Information Service and on the
Company’s corporate website at www.moonpig.group.
Articles of Association and powers of the Directors
The Company’s Articles of Association (the “Articles”) contain the rules relating to the powers of the Company’s Directors and their
appointment and replacement mechanisms. The Articles may only be amended by special resolution at a general meeting of the
shareholders. Subject to the Articles and relevant regulatory measures, including the Act, the day-to-day business of the Group is
managed by the Board which may exercise all the powers of the Company. In certain circumstances, including in relation to the issuing
or buying back by the Company of its shares, the powers of the Directors are subject to authority being given to them by shareholders
in general meeting.
Authority to purchase own shares
At the AGM held on 20 September 2022, shareholders passed a special resolution in accordance with the Act to authorise the
Company to purchase in the market a maximum of 34,211,162 ordinary shares, representing 10% of the Company’s issued ordinary
share capital as at 28 June 2022. No shares have been purchased under this authority. The authority will expire at the forthcoming
AGM. The Directors are seeking renewal of the authority, in accordance with relevant institutional guidelines.
Compensation for loss of office
There are no agreements between the Group and its Directors or employees providing for compensation for loss of office or
employment that occurs because of a takeover bid. There are, however, provisions of the Company’s share plans that may allow
options and awards granted to Directors and employees to vest on completion of a takeover offer.
Significant agreements - change of control
The Group has two significant agreements that would be terminable upon a change of control: the £255.0m Senior Facilities
Agreement (which is described in more detail at note 23 to the financial statements) and the Relationship Agreement (which is
described in more detail on the following page). On a change of control, any outstanding options and awards granted under the
Group’s share schemes would become exercisable, subject to any performance conditions being met and the terms of the options
and awards.
Directors’ report
Moonpig Group plc | Annual Report and Accounts 2023
126
Principal shareholder and relationship agreement
Exponent held 12.0% of the issued ordinary share capital of the Company as at 30 April 2023 and 12.0% as at the date of this report.
Although Exponent is no longer a controlling shareholder in the Company, under the Relationship Agreement, Exponent undertook to
comply with the following independence provisions:
Transactions and arrangements between the Group and Exponent (and/or its associates) are and will be, at arm’s length and on
normal commercial terms.
Neither Exponent nor any of its associates will take any action that would have the effect of preventing the Group from complying
with its obligations under the LR, the DGTR, the requirements of the London Stock Exchange, the Financial Services and Markets
Act (“FSMA”), the Financial Services Act 2012, Market Abuse Regulations (“MAR”) or the Articles of Association.
Neither Exponent nor any of its associates will propose, or procure the proposal of, a shareholder resolution that is intended or
appears to be intended to circumvent the proper application of the Listing Rules.
The Group has complied with the above independence provisions and, insofar as it is aware, Exponent complied with the independence
provisions and the procurement obligation set out in the Relationship Agreement from the effective date of the agreement.
If the shareholding of Exponent (and/or its associates) reduces to below 10% of the Company’s share capital (or 10% of the aggregate
voting rights in the Company), the rights and obligations of Exponent in terms of the Relationship Agreement shall terminate. Exponent
may terminate the Relationship Agreement if the Company ceases to be admitted to listing. The ordinary shares owned by Exponent
rank pari passu with the other ordinary shares in all respects.
Research and development
The Group is engaged in various research and development projects regarding innovating and enhancing its technology platforms
and applications. These are set out in the Strategic report on pages 1 to 75.
Additional disclosures
The following information can be found elsewhere in this document, as indicated in the table below and is incorporated into this
report by reference.
Disclosure Page
Directors’ interests Directors’ Remuneration report page 121
Directors of the Company Board of Directors pages 76 to 79
Dividends Non-financial information statement page 75
Financial instruments Financial statements pages 141 to 187
Important events since the financial year-end Events after the balance sheet date (Note 26) page 180
Statement of Directors’ responsibilities Statement of Directors’ responsibilities pages 128 and 129
The Directors’ report, which has been prepared in accordance with the requirements of the Companies Act 2006, has been approved
by the Board and signed on its behalf by:
Andy MacKinnon
Chief Financial Officer
28 June 2023
127
Strategic report Corporate governance Financial statements
The Directors are responsible for preparing the Annual Report and Financial Statements in accordance with applicable law and
regulation.
Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have
prepared the Group financial statements in accordance with UK-adopted international accounting standards and the Company
financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting
Standards, comprising FRS 101 “Reduced Disclosure Framework” and applicable law).
Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and Company and of the profit and loss of the Group for that period. In preparing each of the
Group and Parent Company financial statements, the Directors are required to:
Select suitable accounting policies and then apply them consistently.
State whether applicable UK-adopted international accounting standards have been followed for the Group financial statements
and United Kingdom Accounting Standards, comprising FRS 101 have been followed for the Company financial statements, subject
to any material departures disclosed and explained in the financial statements.
Make judgements and accounting estimates that are reasonable, relevant, reliable and prudent.
Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company
will continue in business.
The Directors are responsible for safeguarding the assets of the Group and Parent Company and hence for taking reasonable steps for
the prevention and detection of fraud and other irregularities.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and Parent
Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and Parent Company
and enable them to ensure that the financial statements and the Directors’ Remuneration Report comply with the Companies Act 2006.
The Directors are responsible for the maintenance and integrity of the company’s website. Legislation in the United Kingdom
governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Statement of Directors’ responsibilities in respect of the
Annual Report and Financial Statements
Moonpig Group plc | Annual Report and Accounts 2023
128
Directors’ confirmations
Each of the Directors, whose names and functions are listed in the Corporate Governance Section confirm that, to the best of their
knowledge:
The Group financial statements, which have been prepared in accordance with UK-adopted international accounting standards,
give a true and fair view of the assets, liabilities, financial position and profit of the Group.
The Company financial statements, prepared in accordance with United Kingdom Accounting Standards, comprising FRS 101, give
a true and fair view of the assets, liabilities, financial position and profit or loss of the Company.
The Strategic report includes a fair review of the development and performance of the business and the position of the Group and
Company, together with a description of the principal risks and uncertainties that they face.
In the case of each Director in office at the date the Directors’ Report is approved:
So far as the Director is aware, there is no relevant audit information of which the Group’s and Company’s auditor is unaware.
They have taken all steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit
information and to establish that the Group’s and Company’s auditors are aware of that information.
Approval of the Annual Report
The Strategic Report and the Corporate Governance Report were approved by the Board on 28 June 2023.
Approved by the Board and signed on its behalf.
Nickyl Raithatha
Chief Executive Officer
28 June 2023
Andy MacKinnon
Chief Executive Officer
28 June 2023
Moonpig Group plc
Registered in England and Wales No. 13096622
129
Strategic report Corporate governance Financial statements
Report on the audit of the financial statements
Opinion
In our opinion:
Moonpig Group plc’s Group financial statements and
Company financial statements (the “financial statements”)
give a true and fair view of the state of the Group’s and of
the Company’s affairs as at 30 April 2023 and of the Group’s
profit and the Group’s cash flows for the year then ended;
the Group financial statements have been properly prepared
in accordance with UK-adopted international accounting
standards as applied in accordance with the provisions of
the Companies Act 2006;
the Company financial statements have been properly
prepared in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom Accounting
Standards, including FRS 101 “Reduced Disclosure
Framework”, and applicable law); and
the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
We have audited the financial statements, included within
the Annual Report and Accounts (the “Annual Report”), which
comprise: the Consolidated and Company Balance Sheets
as at 30 April 2023; the Consolidated Income Statement,
the Consolidated Statement of Comprehensive Income, the
Consolidated and Company Statements of Changes in Equity,
and the Consolidated Cash Flow Statement for the year then
ended; and the notes to the financial statements, which include
a description of the significant accounting policies.
Our opinion is consistent with our reporting to the Audit
Committee.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.
Our responsibilities under ISAs (UK) are further described in the
Auditors’ responsibilities for the audit of the financial statements
section of our report. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for
our opinion.
Independence
We remained independent of the Group in accordance with
the ethical requirements that are relevant to our audit of the
financial statements in the UK, which includes the FRC’s Ethical
Standard, as applicable to listed public interest entities, and we
have fulfilled our other ethical responsibilities in accordance with
these requirements.
To the best of our knowledge and belief, we declare that non-
audit services prohibited by the FRC’s Ethical Standard were not
provided.
Other than those disclosed in Note 4 - Operating Profit, we have
provided no non-audit services to the Company or its controlled
undertakings in the period under audit.
Our audit approach
Overview
Audit scope
The Group operates in five countries, across eight reporting
units.
We performed a full scope audit over the three significant
components and the Company. In addition, we audited
specific significant balances in one additional component
which in total accounted for 100% of Group revenue and 97%
of Group profit before tax after excluding adjusting items.
Key audit matters
Acquisition accounting - Experience More Limited
(“Experiences”) (Group).
Merchant accrual (Group).
Capitalisation of development costs (Group).
Carrying value of investment in subsidiary (Parent Company).
Materiality
Overall Group materiality: £2,380,000 (2022: £2,539,000)
based on 5% of profit before tax after excluding adjusting
items.
Overall Company materiality: £2,140,000 (2022: £2,286,000)
based on 1% of total assets capped at 90% of Group
materiality.
Performance materiality: £1,785,000 (2022: £1,904,250)
(Group) and £1,605,000 (2022: £1,714,500) (Company).
The scope of our audit
As part of designing our audit, we determined materiality and
assessed the risks of material misstatement in the financial
statements.
Key audit matters
Key audit matters are those matters that, in the auditors’
professional judgement, were of most significance in the audit
of the financial statements of the current period and include the
most significant assessed risks of material misstatement (whether
or not due to fraud) identified by the auditors, including those
which had the greatest effect on: the overall audit strategy; the
allocation of resources in the audit; and directing the efforts of
the engagement team. These matters, and any comments we
make on the results of our procedures thereon, were addressed
in the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Independent auditors’ report
to the members of Moonpig Group plc
Moonpig Group plc | Annual Report and Accounts 2023
130
This is not a complete list of all risks identified by our audit.
Acquisition accounting - Experiences (Group) and Merchant accrual (Group) are new key audit matters this year which we have set
out in detail below. Otherwise, the key audit matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Acquisition Accounting - Experiences (Group)
Refer to Note 1 (General Information) for the disclosure of critical
accounting judgements and estimates, Note 2 for the accounting
policies and Note 10 for Acquisition of subsidiary.
In July 2022 the Group completed the acquisition of Experiences,
operating both the Red Letter Days and Buyagift brands. The
entity was purchased for a cash consideration of £124.3m
and incurred transaction related costs of £5.3m. The total
consideration paid, net of £35.7m cash acquired, was £88.6m.
There is a risk of material misstatement to the financial
statements from the application of IFRS 3 Business combinations,
and the related valuation of the assets acquired, the liabilities
assumed, and the consideration paid. The risk of material
misstatement is inherently higher for the acquired intangible
assets as the methodology used to value the intangibles is
dependant on various assumptions and requires judgement.
Management valuation experts supported the Group to
complete a Purchase Price Allocation (PPA) exercise to
determine the fair value of assets, liabilities and contingent
liabilities acquired. Goodwill of £137.3m, Customer relationships
of £32.1m and Brands of £7.7m were identified.
The key areas of audit focus were:
The fair value of assets and liabilities acquired;
The completeness of the identified intangible assets;
The fair value of the Customer Relationships and Brands
intangibles assets recognised including:
The key cash flows used to determine the fair value
including revenue growth, gross margins and cost base
assumptions; and
Discount rates and royalty rates applied to the cash flows.
The useful economic lives adopted by management for the
amortisation of the purchased intangibles.
The audit procedures we performed to address the acquisition
accounting risk were:
Supported by PwC valuation experts we assessed the PPA
report prepared by management’s experts including;
Evaluating the methodology used and confirmed that
appropriate income approach techniques had been utilised
in valuing the identified intangible assets;
Challenging the completeness of the intangibles recognised
based on enquires and understanding of the business model;
and
Auditing the key assumptions, including the discount rates,
tax amortisation benefit, royalty rates and attrition rates.
Challenged the key assumptions used in these areas, and
performed sensitivities where rates differed from those we
might typically use.
Agreed the consideration paid to bank statements and
reconciled to the sale and purchase agreement;
Confirmed the completeness of assets and liabilities purchased
at acquisition and tested to supporting evidence fair value
adjustments;
Understood and challenged the cash flow forecasts utilised
for the valuation of the brand and customer relationships
and assessed how the assumptions and growth rates in these
compared to historic results and industry reports;
Considered the appropriateness of the useful economic life
assigned to the assets; and
Assessed the adequacy of disclosures of financial information.
Based on the above procedures performed, we determined
that the judgements and estimates made in determining the
appropriate accounting framework for the PPA were reasonable,
and the associated measurement and final classification of the
balances and disclosures in Note 10 to the Consolidated Balance
Sheet were appropriate.
131
Strategic report Corporate governance Financial statements
Key audit matter How our audit addressed the key audit matter
Merchant accrual (Group)
Refer to Note 1 (General Information) for the disclosure of critical
accounting judgements and estimates, Note 2 for the accounting
policies and Note 16 for Trade and other payables.
The Group recognised a £55.8m merchant accrual that
represents the unpaid balance to merchant providers on
unredeemed vouchers, which is net of the commission already
recognised as revenue in the income statement.
The Experiences segment recognises additional revenue if a
voucher is not redeemed. An estimate of the number of vouchers
that will not be redeemed, based on historic rates, is recognised
at the point of sale, as required under IFRS 15, Revenue from
contracts with customers.
On a monthly basis the number of vouchers that have expired
is compared to the estimate and an adjustment is recorded.
The risk is therefore in respect of whether the assumptions
applied by management, that underpin the liability and revenue
recognition, are appropriate.
Since acquisition there has been a higher non redemption rate
which management attributes to the free extensions given during
the pandemic, and is not expected to be reflective of future
customer behaviour.
The key areas of audit focus were:
The completeness of the accrual;
The appropriateness of the non-redemption rate; and
The true-up calculation to get to actual non-redemption
revenue in the period.
The audit procedures we performed to address the estimate for
the merchant accrual included the following:
Confirmed the completeness of the accrual by, tracing all
cash receipts to revenue and the merchant accrual, testing the
commission percentage due to merchants and the redemption
of vouchers;
Analysed the historic non-redemption rate pre-pandemic to
assess whether this supported the rate being used;
Challenged management whether the non-redemption rate
should increase, in line with current year non-redemption rates
experienced;
Analysed the period in the year post the expiry of the free
pandemic extensions to assess whether the non-redemption
rate was lower, and supportive of management’s assumption;
Tested the adjustment to reflect actual non-redemption
compared to the estimated amount; and
Assessed the adequacy of disclosures of financial information
and challenged management to enhance the disclosure
surrounding the merchant accrual.
Based on the above procedures performed, we concur that
management’s estimate is materially accurate and appropriate
disclosure has been included around the accounting basis and
sensitivity of estimates.
Independent auditors’ report
to the members of Moonpig Group plc
Moonpig Group plc | Annual Report and Accounts 2023
132
Key audit matter How our audit addressed the key audit matter
Capitalisation of development costs (Group)
Refer to Note 1 (General Information) for the disclosure of critical
accounting judgements and estimates around capitalisation of
internally generated assets, Note 2 for accounting policies and
Note 11 for Intangible assets of the financial statements.
The Group capitalised a total of £13.0m (FY22: £8.3m) internally
developed intangible assets relating to technology and
development costs during the year. This is made up of £11.7m
of additions for the Moonpig segment and £1.3m for the newly
acquired Experiences business.
The risk is therefore whether appropriate costs have been
capitalised and can be supported. The key areas of audit
focus were:
Judgements around whether the capitalised projects meet
all of the criteria under IAS 38 and around the split between
capital and operational expenditure incurred in relation to the
projects;
Appropriateness of the split of time booked by Engineers
and Project managers across the various projects and the
capitalisation rate used;
The useful economic lives adopted by management for the
amortisation of internally generated intangibles.
The audit procedures we performed to address the risk around
capitalised intangibles were:
Discussed with the Engineering and Product teams, Head of
Financial Control, IT Director and members of the Financial
Planning and Analysis team to understand the nature and
objectives of the key projects undertaken during the year. We
have also challenged the Engineers and Project managers
on the accuracy of the time recorded across various projects
including how they have appropriately excluded non-
capitalisable time;
Tested management’s monthly review control around the
review and approval of monthly timesheet reports for accuracy
by the Director of Engineering and the Chief Product and
Technology Officer;
Verified the supporting documentation in relation to
capitalisation approvals;
Assessed whether the IAS 38 capitalisation criteria has been
met for a selection of projects by evaluating whether they are in
active use, are technically feasible, and the level of economic
benefit forecast to be generated from the investment. We have
also held discussions with the respective Engineers and Project
managers for these projects to understand the nature and how
this improves the current technology offering creating future
economic benefits;
Tested the accuracy of the inputs being timesheets, payroll cost
rates and invoices for non-salary costs;
Assessed the appropriateness of the useful economic life by
comparing against historical experience and the Group’s
viability statement around the normal assessed technology
cycle; and
Reviewed the appropriateness of the disclosures made in the
financial statements.
Based on the above procedures performed, we concur that
costs incurred in the period in respect of these projects, are
appropriately capitalised on the Consolidated Balance Sheet.
133
Strategic report Corporate governance Financial statements
Key audit matter How our audit addressed the key audit matter
Carrying value of investment in subsidiary
(Parent Company)
Refer to Note 1 (Parent Company) for accounting policies and
Note 4 (Parent Company) for Investments.
At 30 April 2023 the Parent Company held an in-vestment in a
subsidiary with a carrying value of £845.5m (2022:£845.5m).
The fall in share price during the year and the macroeconomic
challenges principally in the UK and Netherlands economies
are considered to be impairment indicators and, as a result,
management performed an impairment assessment for the
carrying value of the investment. The risk is that inappropriate
estimates have been used which may result in an impairment of
the investment asset.
The key estimates required to determine the accounting
assumptions used to assess the recoverable amount of the
investment are:
Pre-perpetuity period of seven years (April 2022: eight years).
Pre-perpetuity compound annual revenue growth rate of
12.7% for FY23-FY30 (April 2022: 15% for FY23- FY30).
Discount rate of 14.1% (April 2022: 12.7%).
Management prepared an impairment assessment as at 30 April
2023, using a Value in Use (VIU) model reflecting the Board
approved budget for FY24-26, assumptions to build the future
net cash flows over a further four years and then from 2030 the
cash flows are continued into perpetuity, using an estimated
terminal growth rate.
The key areas of audit focus were:
The appropriateness of a seven-year modelling period; and
The key estimates in the VIU model include revenue growth
rates, EBITDA margin, cost assumptions, discount rates and
perpetuity growth rates.
Through this assessment management identified that the VIU
of the trading entities within the within the Group exceeded
the carrying value of the investment, and concluded that no
impairment was required.
The audit procedures we performed to address the risk around the
carrying value of the investment in subsidiary were:
Validated the appropriateness of the cash generating unit
selected;
Agreed the mathematical accuracy of the calculations, to
estimate the VIU;
Discussed with management the basis of preparation of the
FY24-26 budget and the next four years of net cash flows;
Supported by PwC valuations experts reviewed management’s
discount rate for appropriateness and compared the EBITDA
multiple of management’s VIU model to analyst’s estimates and
similar companies;
Evaluated the appropriateness of using a seven-year period,
by comparing this against the historic growth rates, the level of
online vs offline sales and industry reports to assess the market
maturity;
Challenged management to provide internal and external
market evidence for the key assumptions in the VIU model.
These were assessed against historic results and management’s
forecasting accuracy, industry reports, cost inflation measures
and evidence from management’s external consultants;
Sensitised management’s assumptions in the VIU model in
particular around the forecast revenue growth rate and the
seven-year period; and
Challenged the extent to which climate change had been
considered and reflected in the future cash flows, as
appropriate, in management’s impairment assessment process.
The Group’s VIU, although sensitive to changes in assumptions,
supports the carrying value of the investment and management’s
model is based on supportable assumptions.
We also evaluated the disclosures in the Parent Company
financial statements, which we consider to be appropriate.
Independent auditors’ report
to the members of Moonpig Group plc
Moonpig Group plc | Annual Report and Accounts 2023
134
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements
as a whole, taking into account the structure of the Group and the Company, the accounting processes and controls, and the industry
in which they operate.
The Group operates through three principal trading entities that are based in the UK and the Netherlands. To provide sufficient
coverage over the Group’s key audit matters, we performed audits of the three financially significant components, the Company, and
the audit of significant account balances at a further one component. The latter was not individually financially significant enough
to require an audit for Group reporting purposes, but was included in the scope of our Group reporting work in order to provide
additional coverage for specific financial statement line items.
The impact of climate risk on our audit
As part of our audit we made enquiries of management to understand the extent of the potential impact of climate risk on the Group’s
financial statements, and we remained alert when performing our audit procedures for any indicators of the impact of climate risk.
Management previously sought advice from external sustainability experts to help them understand the environmental challenges
and to support their assessment of climate risk in the current year. We reviewed management’s paper which sets out its assessment of
climate change risk to the Group and the impact on the financial statements and impairment testing.
We read the disclosures in relation to climate change made in the other information within the Annual Report to ascertain whether
the disclosures are materially consistent with the financial statements and our knowledge from our audit. Our responsibility over other
information is further described in the reporting on other information section of our report. Our procedures did not identify any material
impact as a result of climate risk on the Group’s and Company’s financial statements.
135
Strategic report Corporate governance Financial statements
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These,
together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our
audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both
individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial statements - Group Financial statements - Company
Overall materiality £2,380,000 (2022: £2,539,000). £2,140,000 (2022: £2,286,000).
How we determined it 5% of profit before tax after excluding adjusting items. 1% of total assets capped at 90% of Group
materiality.
Rationale for benchmark
applied
Based on the benchmarks used in the financial statements,
profit before tax is the primary measure used by the
shareholders in assessing the performance of the Group
and is a generally accepted auditing benchmark. This has
been adjusted for adjusting items in the year which do
not in our view reflect the underlying performance of the
business.
The Company, Moonpig Group plc is
a holding Company for the Group and
therefore the materiality benchmark has been
determined to be based on total assets which
is a generally accepted auditing benchmark.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The
range of materiality allocated across components was £1,500,000 to £2,140,000. Certain components were audited to a local statutory
audit materiality that was also less than our overall Group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our
audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining
sample sizes. Our performance materiality was 75% (2022: 75%) of overall materiality, amounting to £1,785,000 (2022: £1,904,250) for
the Group financial statements and £1,605,000 (2022: £1,714,500) for the Company financial statements.
In determining the performance materiality, we considered a number of factors the history of misstatements, risk assessment and
aggregation risk and the effectiveness of controls and concluded that an amount at the upper end of our normal range was
appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £119,000 (Group
audit) (2022: £127,000) and £107,000 (Company audit) (2022: £110,000) as well as misstatements below those amounts that, in our
view, warranted reporting for qualitative reasons.
Independent auditors’ report
to the members of Moonpig Group plc
Moonpig Group plc | Annual Report and Accounts 2023
136
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the Group’s and
the Company’s ability to continue to adopt the going concern
basis of accounting included:
Critically assessing assumptions in management’s cash flow
forecasts. In particular we focused on the revenue and cost
growth assumptions, against both historical performance
and third party industry reports.
Critically assessing assumptions in management’s severe
but plausible downside scenario and performing further
sensitivity analysis.
Comparing past budgets to actual results to assess the
directors’ track record of budgeting accurately.
Obtaining confirmation from lenders of the level of
committed financing, and the covenant requirements
associated with the credit facilities, including testing of the
forecast covenant compliance.
Assessing the completeness and accuracy of going concern
disclosures.
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions
that, individually or collectively, may cast significant doubt on
the Group’s and the Company’s ability to continue as a going
concern for a period of at least twelve months from when the
financial statements are authorised for issue.
In auditing the financial statements, we have concluded that
the directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
However, because not all future events or conditions can be
predicted, this conclusion is not a guarantee as to the Group’s
and the Company’s ability to continue as a going concern.
In relation to the directors’ reporting on how they have applied
the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the directors’
statement in the financial statements about whether the directors
considered it appropriate to adopt the going concern basis of
accounting.
Our responsibilities and the responsibilities of the directors with
respect to going concern are described in the relevant sections
of this report.
Reporting on other information
The other information comprises all of the information in the
Annual Report other than the financial statements and our
auditors’ report thereon. The directors are responsible for the
other information, which includes reporting based on the
Task Force on Climate-related Financial Disclosures (TCFD)
recommendations. Our opinion on the financial statements
does not cover the other information and, accordingly, we do
not express an audit opinion or, except to the extent otherwise
explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing
so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially
misstated. If we identify an apparent material inconsistency or
material misstatement, we are required to perform procedures
to conclude whether there is a material misstatement of the
financial statements or a material misstatement of the other
information. If, based on 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 based on these responsibilities.
With respect to the Strategic report and Directors’ Report, we
also considered whether the disclosures required by the UK
Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the
Companies Act 2006 requires us also to report certain opinions
and matters as described below.
Strategic report and Directors’ Report
In our opinion, based on the work undertaken in the course of the
audit, the information given in the Strategic report and Directors’
Report for the year ended 30 April 2023 is consistent with the
financial statements and has been prepared in accordance with
applicable legal requirements.
In light of the knowledge and understanding of the Group and
Company and their environment obtained in the course of the
audit, we did not identify any material misstatements in the
Strategic report and Directors’ Report.
Directors’ Remuneration
In our opinion, the part of the Directors’ Remuneration report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
137
Strategic report Corporate governance Financial statements
Corporate governance statement
The Listing Rules require us to review the directors’ statements in
relation to going concern, longer-term viability and that part of
the corporate governance statement relating to the Company’s
compliance with the provisions of the UK Corporate Governance
Code specified for our review. Our additional responsibilities
with respect to the corporate governance statement as other
information are described in the Reporting on other information
section of this report.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the corporate
governance statement is materially consistent with the financial
statements and our knowledge obtained during the audit, and
we have nothing material to add or draw attention to in relation
to:
The directors’ confirmation that they have carried out a
robust assessment of the emerging and principal risks;
The disclosures in the Annual Report that describe those
principal risks, what procedures are in place to identify
emerging risks and an explanation of how these are being
managed or mitigated;
The directors’ statement in the financial statements about
whether they considered it appropriate to adopt the going
concern basis of accounting in preparing them, and their
identification of any material uncertainties to the Group’s
and Company’s ability to continue to do so over a period
of at least twelve months from the date of approval of the
financial statements;
The directors’ explanation as to their assessment of
the Group’s and Company’s prospects, the period this
assessment covers and why the period is appropriate; and
The directors’ statement as to whether they have a
reasonable expectation that the Company will be able to
continue in operation and meet its liabilities as they fall
due over the period of its assessment, including any related
disclosures drawing attention to any necessary qualifications
or assumptions.
Our review of the directors’ statement regarding the longer-
term viability of the Group and Company was substantially
less in scope than an audit and only consisted of making
inquiries and considering the directors’ process supporting their
statement; checking that the statement is in alignment with the
relevant provisions of the UK Corporate Governance Code; and
considering whether the statement is consistent with the financial
statements and our knowledge and understanding of the Group
and Company and their environment obtained in the course of
the audit.
In addition, based on the work undertaken as part of our audit,
we have concluded that each of the following elements of the
corporate governance statement is materially consistent with the
financial statements and our knowledge obtained during the
audit:
The directors’ statement that they consider the Annual Report,
taken as a whole, is fair, balanced and understandable, and
provides the information necessary for the members to assess
the Group’s and Company’s position, performance, business
model and strategy;
The section of the Annual Report that describes the review
of effectiveness of risk management and internal control
systems; and
The section of the Annual Report describing the work of the
Audit Committee.
We have nothing to report in respect of our responsibility to
report when the directors’ statement relating to the Company’s
compliance with the Code does not properly disclose a
departure from a relevant provision of the Code specified under
the Listing Rules for review by
the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial
statements
As explained more fully in the Statement of Directors’
responsibilities in respect of the Annual Report and Financial
Statements, the directors are responsible for the preparation
of the financial statements in accordance with the applicable
framework and for being satisfied that they give a true and fair
view. The directors are also responsible for such internal control
as they 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 financial statements, the directors are
responsible for assessing the Group’s and the Company’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 the Company or to cease operations, or have no
realistic alternative but to do so.
Independent auditors’ report
to the members of Moonpig Group plc
Moonpig Group plc | Annual Report and Accounts 2023
138
Auditors’ responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditors’ report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs (UK)
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 financial statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud, is detailed below.
Based on our understanding of the Group and industry, we
identified that the principal risks of non-compliance with
laws and regulations related to Data Protection regulations
and employment law, and we considered the extent to which
non-compliance might have a material effect on the financial
statements. We also considered those laws and regulations
that have a direct impact on the financial statements such as
Companies Act 2006 and UK and Dutch tax legislation. We
evaluated management’s incentives and opportunities for
fraudulent manipulation of the financial statements (including
the risk of override of controls), and determined that the principal
risks were related to posting inappropriate journal entries to
revenue and impacting EBITDA. The Group engagement team
shared this risk assessment with the component auditors so that
they could include appropriate audit procedures in response to
such risks in their work. Audit procedures performed by the Group
engagement team and/or component auditors included:
Discussions with the Directors, the Audit Committee and Head
of Legal, including review of legal correspondence and Board
meeting minutes and consideration of known or suspected
instances of non-compliance with laws and regulations, and
fraud;
Challenging management on its critical accounting
estimates and judgements;
Identifying and testing journal entries to address the risk of
inappropriate journals referred to above;
Considering remuneration incentive schemes and
performance targets for management remuneration; and
Reviewing the financial statement disclosures and agreeing
to underlying supporting documentation.
There are inherent limitations in the audit procedures described
above. We are less likely to become aware of instances of non-
compliance with laws and regulations that are not closely related
to events and transactions reflected in the financial statements.
Also, the risk of not detecting a material misstatement due to fraud
is higher than the risk of not detecting one resulting from error, as
fraud may involve deliberate concealment by, for example, forgery
or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations
of certain transactions and balances, possibly using data
auditing techniques. However, it typically involves selecting a
limited number of items for testing, rather than testing complete
populations. We will often seek to target particular items for
testing based on their size or risk characteristics. In other cases,
we will use audit sampling to enable us to draw a conclusion
about the population from which the sample is selected.
A further description of our responsibilities for the audit of
the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and
only for the Company’s members as a body in accordance with
Chapter 3 of Part 16 of the Companies Act 2006 and for no other
purpose. We do not, in giving these opinions, accept or assume
responsibility for any other purpose or to any other person to
whom this report is shown or into whose hands it may come save
where expressly agreed by our prior consent in writing.
139
Strategic report Corporate governance Financial statements
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you
if, in our opinion:
we have not obtained all the information and explanations
we require for our audit; or
adequate accounting records have not been kept by the
Company, or returns adequate for our audit have not been
received from branches not visited by us; or
certain disclosures of directors’ remuneration specified by
law are not made; or
the Company financial statements and the part of the
Directors’ Remuneration report to be audited are not in
agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the Audit Committee, we
were appointed by the directors on 18 January 2021 to audit
the financial statements for the year ended 30 April 2021 and
subsequent financial periods. The period of total uninterrupted
engagement is three years, covering the years ended 30 April
2021 to 30 April 2023.
We have been the auditors of Moonpig.com Limited, a material
subsidiary of the Company, since the financial year ended 30
April 2017.
Other matter
In due course, as required by the Financial Conduct Authority
Disclosure Guidance and Transparency Rule 4.1.14R, these
financial statements will form part of the ESEF-prepared annual
financial report filed on the National Storage Mechanism of
the Financial Conduct Authority in accordance with the ESEF
Regulatory Technical Standard (‘ESEF RTS’). This auditors’ report
provides no assurance over whether the annual financial report
will be prepared using the single electronic format specified in
the ESEF RTS.
Christopher Richmond (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors London
28 June 2023
Independent auditors’ report
to the members of Moonpig Group plc
Moonpig Group plc | Annual Report and Accounts 2023
140
For the year ended 30 April 2023
Note
2023
£000
2022
£000
Revenue 3 320,125 304,333
Cost of sales (14 0, 4 49) (15 4 , 2 25)
Gross profit 1 7 9, 6 7 6 150 , 108
Selling and administrative expenses 4,5 (132,534) (10 2, 6 0 4)
Other income 4 1,319 1,4 3 3
Operating profit 4 8, 4 61 4 8 ,9 3 7
Finance income 6 21
Finance costs 6 (13 ,5 7 7) (8 ,9 7 7 )
Profit before taxation 34, 905 3 9 ,9 6 0
Taxation 8 (8, 2 98) (8,521)
Profit after taxation 26,607 3 1,4 39
Profit attributable to:
Equity holders of the Company 26,607 31,4 39
Earnings per share (pence)
Basic 9 7. 8 9.3
Diluted 9 7. 7 9.1
All activities relate to continuing operations.
The accompanying notes are an integral part of these consolidated financial statements.
For the year ended 30 April 2023
Note
2023
£000
2022
£000
Profit for the year 4 26,607 31, 43 9
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations (15 8) 19 0
Cash flow hedge:
Fair value changes in the year 22 1, 891
Cost of hedging reserve 22 126
Fair value movements on cash flow hedges transferred to the profit
or loss 22 (13 6)
Total other comprehensive income 1,72 3 19 0
Total comprehensive income for the year 28,33 0 31,629
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Income Statement
Consolidated Statement of Comprehensive Income
141
Strategic report Corporate governance Financial statements
As at 30 April 2023
Note
2023
£000
2022
£000
Non-current assets
Intangible assets 11 210,455 34 ,0 28
Property, plant and equipment 12 32 ,311 21, 241
Other non-current assets 14 2 ,1 5 3 1 ,9 2 8
Financial derivatives 22 1,75 7
2 4 6 , 6 76
57,197
Current assets
Inventories 13 12,333 1 0,1 17
Trade and other receivables 14 6 ,331 4, 292
Current tax receivable 1, 26 0 25 6
Financial derivatives 22 711
Cash and cash equivalents 15 22 ,3 94 1 0 1, 67 7
43,0 29 116,34 2
Total assets 2 8 9, 7 0 5 173,539
Current liabilities
Trade and other payables 16 11 0,119 4 3,30 2
Provisions for other liabilities and charges 17 1, 617 1,83 7
Current tax payable 805
Contract liabilities 18 2,5 89 2, 2 47
Lease liabilities 19 3,4 43 2,1 5 1
Borrowings 19 27 213
118,6 0 0 4 9, 75 0
Non-current liabilities
Trade and other payables 16 4 ,85 8 6,312
Borrowings 19 170, 493 1 6 9 ,9 5 0
Lease liabilities 19 16,0 82 13 ,16 9
Deferred tax liabilities 8 1 0 ,9 7 8 2,16 8
Provisions for other liabilities and charges 17 2, 413 1,50 9
20 4,8 24 193,108
Total liabilities 323,4 24 242,8 5 8
Equity
Share capital 21 3 4, 2 11 34 , 211
Share premium 21 2 78, 0 8 3 2 78 , 0 8 3
Merger reserve (9 9 3, 0 2 6) (993,0 26)
Retained earnings 603,8 49 5 76 , 5 0 7
Other reserves 21 43 ,16 4 34 , 906
Total equity (33,7 19) (6 9, 3 1 9)
Total equity and liabilities 2 8 9, 7 0 5 173,539
The accompanying notes are an integral part of these consolidated financial statements.
The financial statements on pages 141 to 180 were approved by the Board of Directors of Moonpig Group plc (registered number
13096622) on 28 June 2023 and were signed on its behalf by:
Nickyl Raithatha
Chief Executive Officer
28 June 2023
Andy MacKinnon
Chief Executive Officer
28 June 2023
Consolidated Balance Sheet
Moonpig Group plc | Annual Report and Accounts 2023
142
For the year ended 30 April 2023
Note
Share
capital
£000
Share
premium
£000
Merger
reserve
£000
Retained
earnings
£000
Other
reserves
£000
Total equity
£000
Balance at 1 May 2021 34 , 211 2 7 7, 8 3 7 (1 , 000 ,5 86) 5 5 0 ,18 3 2 7, 0 1 5 (111,3 4 0)
Profit for the year 31, 4 39 3 1,4 39
Other comprehensive income:
Exchange differences on translation of foreign
operations 19 0 19 0
Total comprehensive income for the year 31, 4 39 19 0 31,629
Group relief reclassification
1
21 7, 5 6 0 (5 ,11 5) 2,4 4 5
Share-based payments 20, 21 7, 7 0 1 7, 7 0 1
Proceeds from IPO share issue 21 24 6 24 6
As at 30 April 2022 34 , 211 2 78, 0 8 3 (9 93,026) 5 76 , 5 0 7 34, 906 (6 9, 3 1 9)
Profit for the year 26,60 7 26,60 7
Foreign currency translation reserve
reclassification 735 (735)
Other comprehensive (expense)/income:
Exchange differences on translation of foreign
operations (1 58) (15 8)
Cash flow hedges:
Fair value changes in the year 1,891 1,891
Cost of hedging reserve 126 126
Fair value movements on cash flow hedges
transferred to profit and loss (13 6) (1 3 6)
Total comprehensive income for the year 2 7, 3 4 2 988 28,33 0
Share-based payments 20, 21 7, 2 7 0 7, 2 7 0
As at 30 April 2023 34 , 2 11 2 78, 0 83 (9 93 ,0 26) 60 3,849 43 ,16 4 (33,7 19)
1 For Group relief reclassification adjustment, see Note 21.
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statement of Changes in Equity
143
Strategic report Corporate governance Financial statements
For the year ended 30 April 2023
Note
2023
£000
2022
£000
Cash flow from operating activities
Profit before taxation 34, 905 3 9 ,9 6 0
Adjustments for:
Depreciation, amortisation and impairment 11,12 22,653 14 , 3 61
Impairment of right-of-use asset 12 428 -
Loss on disposal of non-current assets 48 215
Net finance costs 6 1 3,556 8 ,9 7 7
R&D tax credit (4 2 3) (4 7 0)
Share-based payment charges 7, 2 7 0 7, 7 0 1
Changes in working capital:
(Increase)/decrease in inventories (8 35) 4 , 76 5
Decrease/(increase) in trade and other receivables 2 ,11 2 (295)
Decrease in trade and other payables (2 2,0 9 2) (10,832)
Decrease/(increase) in trade and other receivables and payables
with undertakings formerly under common control 308 (50 3)
Cash generated from operating activities 5 7,9 3 0 6 3, 879
Income tax paid (8,59 0) (8 ,9 4 5)
Net cash generated from operating activities 49,340 5 4 ,93 4
Cash flow from investing activities
Capitalisation of intangible assets 11 (1 2 ,9 4 9) (8, 2 97)
Purchase of property, plant and equipment 12 (9, 6 8 0) (1,444)
Acquisition of subsidiary, net of cash acquired 10 (88,598)
Net cash used in investing activities (111, 2 2 7) (9, 74 1)
Cash flow from financing activities
Proceeds from new borrowings 19 60,0 0 0
Payment of fees related to new borrowings (98 8)
Repayment of borrowings 19 (60,0 0 0)
Payment of interest rate cap premium (94 0)
Interest paid on borrowings 19 (1 2 ,14 4) (6 , 4 5 1)
Interest received on swap derivatives 327
Lease liabilities paid 19 (2 ,6 41) (2, 4 4 2)
Interest paid on leases 19 (86 3) (6 6 3)
Proceeds from IPO share issue 20 24 6
Net cash used in financing activities (17,249) (9, 3 1 0)
Net cash flows (used in)/generated from operating, investing and
financing activities (7 9, 1 3 6) 35,883
Differences on exchange (147) (2 2 6)
(Decrease)/increase in cash and cash equivalents in the year (79,283) 35,657
Net cash and cash equivalents at 1 May 1 0 1, 67 7 66 ,020
Net cash and cash equivalents at 30 April 2 2 ,3 94 10 1 ,67 7
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Cash Flow Statement
Moonpig Group plc | Annual Report and Accounts 2023
144
1 General information
Moonpig Group plc (the “Company” or “Parent Company”) is a public limited company incorporated in the United Kingdom under the
Companies Act 2006, whose shares are traded on the London Stock Exchange. The consolidated financial statements of the Company
as at and for the year ended 30 April 2023 comprise the Company and its interests in subsidiaries (together referred to as the “Group”).
The Company is domiciled in the United Kingdom and its registered address is Herbal House, 10 Back Hill, London, EC1R 5EN,
England, United Kingdom. The Company’s LEI number is 213800VAYO5KCAXZHK83.
Basis of preparation
The consolidated financial statements of Moonpig Group plc have been prepared in accordance with UK adopted international
accounting standards in conformity with the requirements of the Companies Act 2006.
All figures presented are rounded to the nearest thousand (£000), unless otherwise stated.
The consolidated financial statements have been prepared on the going concern basis and under the historical cost convention
modified by revaluation of financial assets and financial liabilities held at fair value through profit and loss.
Basis of consolidation
Subsidiaries are entities over which the Group has control. Control exists when the Group has existing rights that give it the ability to
direct the relevant activities of an entity and has the ability to affect the returns the Group will receive as a result of its involvement with
the entity. In assessing control, potential voting rights that are currently exercisable or convertible are taken into account. The financial
statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date
that control ceases.
Intercompany transactions and balances between Group companies are eliminated on consolidation.
The financial statements of all subsidiary undertakings are prepared to the same reporting date as the Company. All subsidiary
undertakings have been consolidated.
The subsidiary undertakings of the Company at 30 April 2023 are detailed in Note 25 to the consolidated financial statements on
page 180.
Consideration of climate change
In preparing the financial statements, the Directors have considered the impact of climate change, particularly in the context of the
risks identified in the TCFD disclosures on pages 32 to 47. There has been no material impact identified on the financial reporting
judgements and estimates. In particular, the Directors considered the impact of climate change in respect of the following areas:
Going concern and viability of the Group over the next three years;
Cash flow forecasts used in the impairment assessments of non-current assets including goodwill and other intangible assets;
Carrying amount and useful economic lives of property, plant and equipment.
Whilst there is currently no material medium-term financial impact expected from climate change, the Directors will assess climate-
related risks at each reporting date against judgements and estimates made in preparation of the Group’s financial statements.
Going concern
The Group’s business activities, together with the factors likely to affect its future development, performance and position, are set out in
the Strategic report on pages 1 to 75.
The Group has continued to generate positive operating cash flow and finished the year with liquidity headroom of £102,394,000
(2022: £121,677,000) comprising gross cash and unutilised committed senior facilities. The Group has a Senior Facilities Agreement
which is committed until 8 December 2025 and comprises a Term Loan of £175,000,000, an Original RCF of £20,000,000 and an
Additional RCF of £60,000,000, which was entered into during the year.
The Term Loan and amounts drawn under the Original RCF and Additional RCF bear interest at a floating rate (which was linked to
LIBOR until 8 December 2021 and linked to SONIA since that date) plus a margin.
On 1 August 2022, the Group executed two interest rate derivative agreements, with the intention of hedging its exposure to increases
in SONIA for broadly three quarters of its current expected future senior debt (net of cash) until November 2024. For the remaining
term, the agreements comprise an interest rate swap at a rate of 2.4725% with a floor strike rate of 0% on £55m notional until
30 November 2023 and an interest rate cap with a cap strike rate of 3.0000% on £70m notional until 30 November 2024.
Notes to the Consolidated Financial Statements
145
Strategic report Corporate governance Financial statements
1 General information continued
Going concern continued
The Senior Facilities Agreement is subject to a Total Net Debt to last twelve months’ pro forma Adjusted EBITDA covenant of 4.00x
at 30 April 2023 and 3.50x thereafter. It is tested on a semi-annual basis, with Total Net Debt and last twelve months’ pro forma
Adjusted EBITDA as defined in the Senior Facilities Agreement. The Group has complied with all covenants from entering the Senior
Facilities Agreement until the date of these financial statements and is forecast to comply with these during the going concern
assessment period.
The Directors have reviewed the severe but plausible scenarios as described within the viability statement on pages 72 and 73; in
these scenarios, the Group continues to have sufficient resources to continue in operational existence. In the event that more severe
impacts occur, controllable mitigating actions are available to the Group should they be required.
The Directors also reviewed the results of reverse stress testing performed throughout the going concern and viability periods, to
provide an illustration of the extent to which existing customer purchase frequency and levels of new customer acquisition would need
to deteriorate in order that their cumulative effect should either trigger a breach in the Group’s covenants under the Senior Facilities
Agreement or else exhaust liquidity. The probability of this scenario occurring was deemed to be remote given the resilient nature of
the business model and strong cash conversion of the Group.
After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in
operational existence for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the
going concern basis in preparing the consolidated financial statements, in accordance with those parts of the Companies Act 2006
applicable to companies reporting under IFRS.
Critical accounting judgements and estimates
In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application
of the accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these
estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
The areas of judgement which have the greatest potential effect on the amounts recognised in the financial statements are:
Capitalisation of internally generated assets
Certain costs incurred in the developmental phase of an internal project, which include the development of technology, app and
platform enhancements, internally generated software and trademarks, are capitalised as intangible assets if a number of criteria are
met. The costs of internally developed assets include capitalised expenses of employees working full time on software development
projects, third-party firms and software licence fees. Management has made judgements and assumptions when assessing whether
development meets these criteria and on measuring the costs attributed to such projects. Further details of the amounts of, and
movements in, such assets are given in Note 11.
Acquisition of Experiences
On acquisition of Experience More Limited, the Group has used judgement in determining the fair values of identifiable assets acquired
and liabilities assumed on business combination. This includes determining whether any intangible assets should be recognised
separately from goodwill, and estimating their useful lives.
Notes to the Consolidated Financial Statements
Moonpig Group plc | Annual Report and Accounts 2023
146
1 General information continued
Critical accounting judgements and estimates continued
The areas of estimates and assumptions which have the greatest potential effect on the amounts recognised in the financial
statements are:
Useful life of internally generated assets
The estimated useful lives which are used to calculate amortisation of internally generated assets (the Group’s platforms and
applications) are based on the length of time these assets are expected to generate income and be of benefit to the Group. The
uncertainty included in this estimate is that if the useful lives are estimated to differ from the actual useful lives of the intangible
assets, this could result in accelerated amortisation in future years and/or impairments. The economic lives of internally generated
intangible assets are estimated at three years. Amortisation methods, useful lives and residual values are reviewed at each reporting
date and adjusted if appropriate. If the useful life of internally generated assets were estimated to be shorter or longer by one year,
than the current useful life of three years, the net book value would (decrease)/increase by (£3,825,000)/£1,912,000 from the amount
recognised as at 30 April 2023. Further details of the amounts of, and movements in, such assets are given in Note 11.
Experiences merchant accrual
The merchant accrual has been identified as a significant estimate following the acquisition of Experiences, which acts as an agent at
the point of sale. When a voucher is purchased, the expected value of future amounts that will become payable to merchant providers
is recorded within Trade and Other Payables on the Balance Sheet. The Group takes into account historical redemption rates when
estimating future payments to merchant providers, with the span between the upper and the lower ends of the range in historical
trends for these rates equivalent to a £2,916,000 movement in the amount recognised in revenue. The estimates are trued up for actual
customer utilisation rates in the year.
Carrying amount of Experiences goodwill
Annually, the goodwill balance is subject to an impairment review. The critical accounting estimate made in the calculation of the
recoverable amount is the pre-perpetuity compound annual revenue growth rate of 10.5% (April 2022: N/a). Sensitivity analysis
relating to this critical account estimate and further disclosure is set out in Note 11.
2 Summary of significant accounting policies
New standards, amendments and interpretations adopted from 1 May 2022
The following amendments are effective for the year beginning 1 May 2022:
Amendments to IAS 37 Onerous Contracts Cost of Fulfilling a Contract;
Amendments to IAS 16 Property, Plant and Equipment Proceeds before Intended Use;
Annual Improvements to IFRS Standards 2018-2020;
Amendments to IFRS 17 Insurance contracts;
Amendments to References to the Conceptual Framework in IFRS 3 (effective date to be confirmed).
These amendments to various IFRS standards are mandatorily effective for reporting periods beginning on or after 1 May 2022 and
had no material impact on the year-end consolidated financial statements of the Group.
New standards, amendments and interpretations not yet adopted
The following adopted IFRSs have been issued but have not been applied by the Group in these consolidated financial statements.
Their adoption is not expected to have material effect on the financial statements unless otherwise indicated:
The following amendments are effective for the year beginning 1 May 2023:
Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2);
Definition of Accounting Estimates (amendments to IAS 8); and
Deferred Tax Related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12).
The following amendments are effective for the year beginning 1 May 2024:
IFRS 16 Leases (Amendment Liability in a Sale and Leaseback);
IAS 1 Presentation of Financial Statements (Amendment Classification of Liabilities as Current or Non-current); and
IAS 1 Presentation of Financial statements (Amendment Non-current Liabilities with Covenants).
The principal accounting policies are set out below. Policies have been applied consistently, other than where new policies have
been applied.
147
Strategic report Corporate governance Financial statementsStrategic report
2 Summary of significant accounting policies continued
a) Foreign currency translation
The consolidated financial statements are presented in pounds sterling, which is the Group’s presentational currency and are rounded
to the nearest thousand. The income and cash flow statements of Group undertakings that are expressed in other currencies are
translated to Sterling using exchange rates applicable on the dates of the underlying transactions. Average rates of exchange in each
year are used where the average rate approximates the relevant exchange rate on the date of the underlying transactions. Assets and
liabilities of Group undertakings are translated at the applicable rates of exchange at the end of each year.
The differences between retained profits translated at average and closing rates of exchange are taken to the foreign currency
translation reserve, as are differences arising on the retranslation to Sterling (using closing rates of exchange) of overseas net assets at
the beginning of the year and are presented as a separate component of equity. They are recognised in the income statement when
the gain or loss on disposal of a Group undertaking is recognised.
Foreign currency transactions are initially recognised in the functional currency of each entity in the Group using the exchange rate
ruling at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from
the translation of foreign currency assets and liabilities at year-end rates of exchange are recognised in the income statement. Foreign
exchange gains or losses recognised in the income statement are included in operating profit or finance costs / income depending on
the underlying transactions that gave rise to these exchange differences.
b) Revenue
The Group recognises revenue when it has satisfied its performance obligations to external customers and control of the goods has
been transferred. The Group is principally engaged in the sale of cards, physical gifts and gift experiences.
i) Sale of cards and physical gifts
The Group generates revenue from the sale of cards and physical gifts. Shipping and handling is not a separate performance
obligation and any shipping fees charged to the customer are included in the transaction price. The sale of goods and any shipping
and handling represents a single performance obligation which is satisfied upon delivery of the relevant goods and the transfer of
control to that customer. Revenue is measured at the transaction price received net of value added tax, discounts and is reduced
for provisions of customer returns and remakes based on the history of such matters. The cost of shipping is directly associated with
generating revenue and therefore presented within cost of sales.
ii) Subscription revenue
The Group operates subscription plans that provide access to products, services and product discounts on future purchases in return
for an annual fee. Revenue from the fee is recognised over the period to which the subscription relates. Amounts invoiced relating to
services not yet performed are reported as contract liabilities.
iii) Sale of gift experiences
The Group operates a platform for the distribution of gift experience vouchers that may be redeemed for a wide choice of experiences
provided by third party merchant partners and either gifted or kept for a consumer’s own use. Revenue is recognised when a consumer
purchases a gift experience, acting as an agent at the point of sale. At this point the Group’s obligations are substantially complete,
subject to a provision for refunds as stipulated in the terms of the sale, as gift experience services are provided by the Group’s merchant
partners, following redemption either through the Group’s websites or directly with the recipient’s chosen merchant partner.
The amount of revenue recognised primarily comprises the expected value of fees and any other income receivable in accordance
with the Group’s contracts with third party merchant partners, rather than the gross value of vouchers purchased. This includes an
estimate of the revenue to be recognised in relation to vouchers which are not redeemed based on historical rates.
Each voucher is multi-purpose and can be exchanged for any experience at any point until redemption, on account of which
merchants are not paid a share of the gross value of a voucher until after redemption. The expected value of future amounts that
will become payable to merchants is included within trade and other payables on the Balance Sheet. Where a recipient does not
redeem the voucher prior to its expiry date, the Group recognises revenue from unredeemed vouchers and derecognises the accrued
merchant payable once its legal obligations to the merchant expires.
c) Taxation
Taxation is chargeable on the profits for the year, together with deferred taxation.
The current income tax charge is calculated on the basis of tax laws enacted or substantively enacted at the balance sheet date in the
countries where the Group’s subsidiaries operate and generate taxable income.
Deferred taxation is provided in full using the liability method for temporary differences between the carrying amount of assets and
liabilities for financial reporting purposes and the amount used for taxation purposes. A deferred tax asset is recognised only to the
extent that it is probable that future taxable profits will be available against which the asset can be utilised.
Moonpig Group plc | Annual Report and Accounts 2023
148
Notes to the Consolidated Financial Statements
2 Summary of significant accounting policies continued
c) Taxation continued
Deferred tax is determined using the tax rates that have been enacted or substantively enacted by the balance sheet date and are
expected to apply when the related deferred tax asset is realised, or deferred tax liability is settled. Deferred tax relating to items
recognised outside of profit or loss is also recognised outside profit or loss. Deferred tax items are recognised in correlation to the
underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets and liabilities are offset if a
legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred taxes relate to the
same taxable entity and the same taxation authority.
Tax is recognised in the income statement except to the extent that it relates to items recognised in other comprehensive income or
directly in equity, in which case it is recognised in the statement of other comprehensive income or the statement of changes in equity.
d) Business combinations
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of
the consideration transferred which is measured at the acquisition date. The acquiree’s identifiable assets, liabilities and contingent
liabilities that meet the conditions for recognition under IFRS 3 Business Combinations are recognised at their fair values at the
acquisition date.
Acquisition-related items such as legal or professional fees are recognised as expenses in the year in which the costs are incurred as
adjusting items.
e) Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the Group’s interest in the net fair
value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill relates
to the Greetz and Experiences cash-generating units.
Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses.
Goodwill is not subject to amortisation but is tested for impairment annually or whenever there is evidence that it may be required. Any
impairment of goodwill is recognised immediately in the income statement and is not subsequently reversed. Goodwill is denominated
in the currency of the acquired entity and revalued to the closing exchange rate at each reporting year date.
Goodwill in respect of subsidiaries is included in intangible assets. On disposal of a subsidiary, the attributable amount of goodwill is
included in the determination of the profit or loss on disposal.
f) Intangible assets other than goodwill
i) Separately acquired intangible assets
Intangible assets acquired separately are measured on initial recognition at fair value at the acquisition date, provided they are
identifiable and capable of reliable measurement.
Intangible assets with a finite useful life that are acquired separately are carried at cost less accumulated amortisation and
impairment losses. These intangible assets are amortised on a straight-line basis over their remaining useful lives, consistent with the
pattern of economic benefits expected to be received. The amortisation charge is included within selling and administrative expenses
in the income statement.
ii) Internally generated research and development costs
Research expenditure is charged to the income statement in the year in which it is incurred. Development expenditure is charged to
the income statement in the year it is incurred unless it meets the recognition criteria of IAS 38 Intangible Assets to be capitalised as an
intangible asset.
Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated
amortisation and impairment losses. Amortisation begins when development is complete and the asset is available for use; the charge
is included within selling and administrative expenses in the income statement. The estimated useful lives of separately acquired and
internally generated assets are as follows:
Straight-line amortisation period
Trademark 10 years
Technology and development costs 3 years
Customer relationships 1 to 12 years
Software 3 to 5 years
Other intangibles 2 to 4 years
149
Strategic report Corporate governance Financial statementsStrategic report
2 Summary of significant accounting policies continued
g) Impairment of non-financial assets
Assets are reviewed for impairment whenever events indicate that the carrying amount of a cash-generating unit or the carrying
amounts of non-financial assets may not be recoverable. In addition, assets that have indefinite useful lives are tested annually for
impairment. An impairment loss is recognised to the extent that the carrying amount exceeds the higher of the asset’s fair value less
costs to sell and its value in use.
A cash-generating unit is the smallest identifiable group of assets that generates cash flows which are largely independent of the cash
flows from other assets or groups of assets. At the acquisition date, any goodwill acquired is allocated to the relevant cash-generating
unit or group of cash-generating units expected to benefit from the acquisition for the purpose of impairment testing of goodwill.
h) Impairment of financial assets held at amortised cost
As permitted by IFRS 9 Financial Instruments, loss allowances on trade receivables arising from the recognition of revenue under
IFRS 15 Revenue from Contracts with Customers are initially measured at an amount equal to lifetime expected losses. Allowances in
respect of loans and other receivables are initially recognised at an amount equal to 12-month expected credit losses. Allowances are
measured at an amount equal to the lifetime expected credit losses where the credit risk on the receivables increases significantly after
initial recognition.
i) Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation is calculated on a
straight-line basis to write off the assets over their useful economic life. No depreciation is provided on freehold land.
The estimated useful lives are as follows:
Straight-line depreciation period
Freehold property 25 years
Plant and machinery 4 years
Fixtures and fittings 4 years
Leasehold improvements 10 years or the unexpired term of lease if lower
Computer equipment 3 years
Right-of-use assets (plant and machinery, land and buildings) Lease length
Climate change is not considered to materially impact the estimated useful lives of assets. Although extreme weather events could
potentially damage manufacturing and distribution facilities, the probability of this occurring at the Group’s most vulnerable location,
Guernsey, is only 0.2% annually over the expected lifespan of the assets. Furthermore, the Group has flexibility in its production
network and could shift production to other locations to mitigate any business interruptions.
j) Leased assets
Group as lessee
The Group records its lease obligations in accordance with the principles for the recognition, measurement, presentation and
disclosures of leases as set out in IFRS 16. The Group applies IFRS 16 Leases to contractual arrangements which are, or contain, leases
of assets and consequently recognises right-of-use assets and lease liabilities at the commencement of the leasing arrangement, with
the asset included in Note 12 and the liabilities included as part of borrowings in Note 19. The nature of the Group’s leases are offices,
warehouses, and printing machinery.
Lease liabilities are initially recognised at an amount equal to the present value of estimated contractual lease payments at the
inception of the lease, after taking into account any options to extend the term of the lease to the extent they are reasonably certain
to be exercised. Lease commitments are discounted to present value using the interest rate implicit in the lease if this can be readily
determined, or the applicable incremental rate of borrowing, as appropriate. Right-of-use assets are initially recognised at an amount
equal to the lease liability, adjusted for initial direct costs in relation to the assets, then depreciated over the shorter of the lease term
and their estimated useful lives.
Group as lessor
The Group has entered into a lease agreement as a lessor with respect to one of its properties. This is accounted for as an operating
lease as the lease does not transfer substantially all the risks and rewards of ownership to the lessee.
When the Group is an intermediate lessor, it accounts for the head lease and the sublease as two separate contracts. The sublease is
classified as a finance or operating lease by reference to the right-of-use asset arising from the head lease.
Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs
incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a
straight-line basis over the lease term.
Moonpig Group plc | Annual Report and Accounts 2023
150
Notes to the Consolidated Financial Statements
2 Summary of significant accounting policies continued
k) Inventories
Inventories include raw materials and finished goods and are stated at the lower of cost and net realisable value. Cost is based on the
weighted average cost incurred in acquiring inventories and bringing them to their existing location and condition, which will include
raw materials, direct labour and overheads, where appropriate.
l) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, call deposits, cash held by payment service providers and other short-term highly
liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value,
with a maturity of three months or less. Cash equivalents relate to cash in transit from various payment processing intermediaries that
provide receipting services to the Group.
For the purposes of the consolidated cash flow statement, cash and cash equivalents consist of cash and short-term deposits as
defined above and are shown net of bank overdrafts, which are included as current borrowings in the liabilities section on the
balance sheet.
m) Financial instruments
The primary objective with regard to the management of cash of the Group’s business model for managing financial assets is to
protect against the loss of principal. Additionally, the Group aims to maximise liquidity by concentrating cash centrally; to align the
maturity profile of external investments with that of the forecast liquidity profile; to wherever practicable, match the interest rate
profile of external investments to that of debt maturities or fixings; and to optimise the investment yield within the Group’s investment
parameters.
Financial assets and liabilities are recognised when the Group becomes a party to the contractual provisions of the relevant
instrument and derecognised when it ceases to be a party. Such assets and liabilities are classified as current if they are expected
to be realised or settled within 12 months after the balance sheet date. If not, they are classified as non-current. In addition, current
liabilities include amounts where the entity does not have an unconditional right to defer settlement of the liability for at least 12
months after the balance sheet date.
Non-derivative financial assets are classified on initial recognition in accordance with the Group’s business model as investments,
loans and receivables, or cash and cash equivalents and accounted for as follows:
Loans and other receivables: These are non-derivative financial assets with fixed or determinable payments that are solely
payments of principal and interest on the principal amount outstanding, that are primarily held in order to collect contractual cash
flows. These balances include trade and other receivables and are measured at amortised cost, using the effective interest rate
method and stated net of allowances for credit losses.
Cash and cash equivalents: Cash and cash equivalents include cash in hand and deposits held on call. Cash equivalents
normally comprise instruments with maturities of three months or less at their date of acquisition. In the cash flow statement, cash
and cash equivalents are shown net of bank overdrafts, which are included as current borrowings in the liabilities section on the
balance sheet.
Non-derivative financial liabilities, including borrowings and trade payables, are stated at amortised cost using the effective interest
method. For borrowings, their carrying amount includes accrued interest payable.
Derivative financial instruments are used to manage risks arising from changes in interest rates relating to the Group’s external debt.
The Group does not hold or issue derivative financial instruments for trading purposes. The Group uses the derivatives to hedge highly
probable forecast transactions and therefore, the instruments are designated as cash flow hedges.
Derivatives are initially recognised at fair value on the date a contract is entered into and are subsequently remeasured at their fair
value at each reporting date. At inception of designated hedging relationships, the Group documents the risk management objective
and strategy for undertaking the hedge. The Group also documents the economic relationship between the hedged item and the
hedging instrument, including whether the changes in the cash flows of the hedged item and hedging instrument are expected to
offset each other.
The effective element of any gain or loss from remeasuring the derivative instrument is recognised in Other Comprehensive Income
(“OCI”) and accumulated in the hedging reserve (presented in “Other Reserves” in the Statement of Changes in Equity). Any change
in the fair value of time value of the derivative instrument is also recognised in OCI as part of cash flow hedges and accumulated in
the cost of hedging reserve (presented in “Other Reserves” in the Statement of Changes in Equity). Any element of the remeasurement
of the derivative instrument that does not meet the criteria for an effective hedge is recognised immediately in the Group Income
Statement within finance costs.
151
Strategic report Corporate governance Financial statementsStrategic report
2 Summary of significant accounting policies continued
m) Financial instruments continued
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative
gain or loss existing in OCI at that time remains in OCI and is recognised when the forecast transaction is ultimately recognised in
the Income Statement within finance costs. When a forecast transaction is no longer expected to occur, the cumulative gain or loss
that was reported in OCI is recycled to the Income Statement. The full fair value of a hedging derivative is classified as a non-current
asset or liability if the remaining maturity of the hedged item is more than 12 months or, as a current asset or liability, if the remaining
maturity of the hedged item is less than 12 months.
n) Segmental analysis
The Group is organised and managed based on its segments (Moonpig, Greetz and Experiences). These are the reportable and
operating segments for the Group as they form the focus of the Group’s internal reporting systems and are the basis used by the chief
operating decision maker (“CODM”), identified as the CEO and CFO, for assessing performance and allocating resources. The prices
agreed between Group companies for intra-group services and fees are based on normal commercial practices which would apply
between independent businesses.
o) Provisions
Provisions are recognised when either a legal or constructive obligation as a result of a past event exists at the balance sheet date,
it is probable that an outflow of economic resources will be required to settle the obligation and a reasonable estimate can be made
of the amount of the obligation.
p) Pensions and other post-employment benefits
The Group contributes to defined contribution pensions schemes and payments to these are charged as an expense and accrued
over time.
q) Adjusting items
Adjusting items are significant items of income or expense which individually or, if of a similar type, in aggregate, are relevant to
an understanding of the Group’s underlying financial performance because of their size, nature or incidence. In identifying and
quantifying adjusting items, the Group consistently applies a policy that defines criteria that are required to be met for an item to
be classified as an adjusting item. These items are separately disclosed in the segmental analyses or in the notes to the financial
statements as appropriate.
The Group believes that these items are useful to users of the consolidated financial statements in helping them to understand the
underlying business performance and are used to derive the Group’s principal non-GAAP measure of Adjusted EBITDA, which is
before the impact of adjusting items and which is reconciled from operating profit.
r) Equity
Called-up share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a
deduction from the proceeds.
Share premium
The amount subscribed for the ordinary shares in excess of the nominal value of these new shares is recorded in share premium. Costs
that directly relate to the issue of ordinary shares are deducted from share premium net of corporation tax.
Merger reserve
The merger reserve relates to the merger reserve arising from the prior group restructuring, accounted for under common control.
Invested capital
Invested capital represents the total equity of the Group during the period prior to the restructuring that occurred as part of the
Group’s IPO.
Other reserves
Share-based payment reserve
The share-based payment reserve is built up of charges in relation to equity-settled share-based payment arrangements which have
been recognised within the consolidated income statement.
Hedging reserve
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments
related to hedged transactions that have not yet occurred and the cumulative net change in the fair value of time value on the cash
flow hedging instruments.
Moonpig Group plc | Annual Report and Accounts 2023
152
Notes to the Consolidated Financial Statements
2 Summary of significant accounting policies continued
r) Equity continued
Other reserves continued
Foreign currency translation reserve
The foreign currency translation reserve represents the accumulated exchange differences arising since the acquisition of Greetz from
the impact of the translation of subsidiaries with a functional currency other than Sterling.
s) Earnings per share
The Group presents basic and diluted EPS for its ordinary shares. Basic EPS is calculated by dividing the profit attributable to ordinary
shareholders by the weighted average number of ordinary shares outstanding during the year. For diluted EPS, the weighted average
number of ordinary shares is adjusted to assume conversion of all dilutive potential ordinary shares.
t) Share-based payments
The Group has equity-settled compensation plans.
Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date
of the equity-settled share-based payments is expensed over the vesting period, based on the Group’s estimate of awards that will
eventually vest. For plans where the vesting conditions are based on a market condition, such as total shareholder return, the fair
value at date of grant reflects the probability that this condition will not be met and therefore is fixed thereafter irrespective of actual
vesting.
Fair value is measured using the Black-Scholes and Monte Carlo option pricing model, except where vesting is subject to market
conditions when the Stochastic option pricing model is used. A Chaffe model is used to value the holding period. The expected term
used in the models has been adjusted based on management’s best estimate, for the effects of non-transferability, exercise restrictions
and behavioural considerations.
3 Segmental analysis
The CODM reviews external revenues and Adjusted EBITDA to evaluate segment performance and allocate resources to the overall
business. “Adjusted EBITDA” is a non-GAAP measure. Adjustments are made to the statutory IFRS results to arrive at an underlying
result which is in line with how the business is managed and measured on a day-to-day basis. Adjustments are made for items that
are individually important in order to understand the financial performance. If included, these items could distort understanding of the
performance for the year and the comparability between periods. Management applies judgement in determining which items should
be excluded from underlying performance. See Note 5 for details of these adjustments.
The Group is organised and managed based on its segments, namely Moonpig and Experiences in the UK and Greetz in the
Netherlands. These are the reportable and operating segments for the Group as they form the focus of the Group’s internal reporting
systems and are the basis used by the CODM for assessing performance and allocating resources.
Most of the Group’s revenue is derived from the sale of cards, gifts and related services to consumers, or from the distribution of gift
experiences acting as agent. No single customer accounted for 10% or more of the Group’s revenue.
Finance income and expense are not allocated to the reportable segments, as this activity is managed centrally.
In common with many retailers, revenue and trading profit are subject to seasonal fluctuations and are weighted towards the second
half of the year which includes the key peak periods for the business.
Segment analyses
The following table shows revenue by segment that reconciles to the consolidated revenue for the Group.
2023
£000
2022
£000
Moonpig 223,127 234,670
Greetz 55,421 69,663
Experiences 41,577
Total external revenue 320,125 304,333
153
Strategic report Corporate governance Financial statementsStrategic report
3 Segmental analysis continued
Segment analyses continued
The following table shows revenue by key geography that reconciles to the consolidated revenue for the Group. The geographical split
of revenue is based on the ordering website location:
2023
£000
2022
£000
UK and Ireland 258,234 230,931
Netherlands 55,421 69,663
Rest of the world
1
6,470 3,739
Total external revenue 320,125 304,333
1 Rest of the world revenue includes the USA and Australia.
The following table shows the information regarding assets by segment that reconciles to the consolidated Group.
2023
£000
2022
£000
Moonpig
Non-current assets
1
41,063 35,986
Capital expenditure
2
(7,317) (7,329)
Intangible expenditure (11,668) (8,262)
Depreciation and amortisation (11,851) (8,803)
Greetz
Non-current assets
1
27,336 19,283
Capital expenditure
2
(8,770) (686)
Intangible expenditure (35)
Depreciation and amortisation (3,861) (5,558)
Experiences
Non-current assets
1
174,342
Capital expenditure (25)
Intangible expenditure (1,281)
Depreciation and amortisation (6,941)
Group
Non-current assets
1
242,741 55,269
Capital expenditure
2
(16,112) (8,015)
Intangible expenditure (12,949) (8,297)
Depreciation and amortisation (22,653) (14,361)
1 Comprises intangible assets, property, plant and equipment (inclusive of ROU assets).
2 Includes ROU assets capitalised in each year.
Moonpig Group plc | Annual Report and Accounts 2023
154
Notes to the Consolidated Financial Statements
3 Segmental analysis continued
Segment analyses continued
The Group’s measure of segment profit, Adjusted EBITDA, excludes adjusting items; refer to the APMs section on pages 188 to 189 for
calculation.
2023
£000
2022
£000
Adjusted EBITDA
Moonpig 59,891 59,062
Greetz 11,262 15,821
Experiences 13,046
Group Adjusted EBITDA 84,199 74,883
Depreciation and amortisation
Moonpig 11,851 8,803
Greetz
1
3,861 5,558
Experiences
2
6,941
Group depreciation and amortisation 22,653 14,361
1 Includes amortisation arising on Group consolidation of intangibles forming part of the Greetz Cash Generating Unit (“CGU”).
2 Includes amortisation arising on consolidation of intangibles forming part of the Experiences CGU.
The following table shows Adjusted EBITDA that reconciles to the consolidated results of the Group.
Note
2023
£000
2022
£000
Adjusted EBITDA 84,199 74,883
Depreciation and amortisation 11,12 (22,653) (14,361)
Adjusting items 5 (13,085) (11,585)
Operating profit 48,461 48,937
Finance income 6 21
Finance costs 6 (13,577) (8,977 )
Profit before taxation 34,905 39,960
Taxation charge 8 (8,298) (8,521)
Profit for the year 26,607 31,439
155
Strategic report Corporate governance Financial statementsStrategic report
4 Operating profit
Nature of expenses charged/(credited) to operating profit from continuing operations:
2023
£000
2022
£000
Research and development expenses 1,732 1,608
Depreciation on property, plant and equipment 6,941 4,660
Amortisation of intangible fixed assets 15,712 9,701
Share-based payment charges (inclusive of NI) 7,9 19 8,308
Foreign exchange loss 67 69
Loss on disposal of tangible assets 48 215
Impairment of right-of-use asset 428
Expense relating to short-term leases 12 12
Other income
1
(1,319) (1,433)
Auditors’ remuneration:
Fees to auditors for the audit of these consolidated financial statements 934 591
Fees to auditors’ firms and associates for local audits 82 77
Total audit fees expense 1,016 668
Fees to auditors’ firms and associates for other services:
Assurance services 141 107
1,157 775
1 Other income relates to a sublease with an associate of the Former Parent Undertaking for its portion of the space used at the Group’s head offices at Herbal House.
During the year, PricewaterhouseCoopers LLP charged the Group as follows:
In respect of audit-related assurance services: £141,000 (2022: £107,000).
In respect of non-audit-related services: £nil (2022: £nil).
5 Adjusting items
2023
£000
2022
£000
Pre-IPO bonus awards (3,263) (3,618)
Pre-IPO share-based payment charges (5,419) (7,038)
M&A-related transaction costs (4,403) (929)
Total adjustments made to operating profit (13,085) (11,585)
Pre-IPO bonus awards
Pre-IPO bonus awards are one-off cash-settled bonuses, and the cash component of the Pre-IPO schemes, awarded in relation to the
IPO process that completed during the year ended 30 April 2021.
Pre-IPO share-based payment charges
Pre-IPO share-based payment charges relate to the Legacy Schemes, Pre-IPO awards that were granted in relation to the IPO process
that completed during the year ended 30 April 2021.
M&A-related transaction costs
M&A related transaction costs relate to fees and costs incurred in relation to the acquisition of the Experiences segment.
Cash paid in the year in relation to adjusting items totalled £5,490,000 (2022: £2,146,000).
Moonpig Group plc | Annual Report and Accounts 2023
156
Notes to the Consolidated Financial Statements
6 Finance income and costs
Finance income
2023
£000
2022
£000
Bank interest receivable 21
Total finance income 21
Finance costs
2023
£000
2022
£000
Interest payable on leases (863) (663)
Bank interest payable (11,639) (6,297)
Amortisation of capitalised borrowing costs (1,619) (1,360)
Amortisation of interest rate cap premium (352)
Net foreign exchange gain/(loss) on financing activities 896 (657)
Total finance costs (13,577) (8,977)
Net finance costs (13,556) (8,977)
7 Employee benefit costs
The average monthly number of employees (including Directors) during the year was made up as follows:
2023
Number
2022
Number
Administration 582 358
Production 148 89
Total employees 730 447
2023
£000
2022
£000
Wages and salaries 41,664 33,343
Social security costs 5,047 4,753
Other pension costs 1,619 977
Share-based payment expense 7,27 0 7,701
Total gross employment costs 55,600 46,774
Staff costs capitalised as intangible assets (12,750) (8,297)
Total net employment costs 42,850 38,477
The Group’s employees are members of defined contribution pension schemes with obligations recognised as an operating cost in the
income statement as incurred.
The Group pays contributions into separate funds on behalf of the employee and has no further obligations to employees. The risks
associated with this type of plan are assumed by the member. Contributions paid by the Group in respect of the current year are
included within the consolidated income statement.
157
Strategic report Corporate governance Financial statementsStrategic report
8 Taxation
(a) Tax on profit
The tax charge is made up as follows:
2023
£000
2022
£000
Profit before taxation 34,905 39,960
Current tax:
UK corporation tax on profit for the year 8,385 7, 267
Foreign tax charge 1,644 2,959
Adjustment in respect of prior years (992) (654)
Total current tax 9,037 9,572
Deferred tax:
Origination and reversal of temporary differences (820) (1,224)
Impact of changes in tax law and rates (75)
Adjustment in respect of prior years 81 248
Total deferred tax (739) (1,051)
Total tax charge in the income statement 8,298 8,521
(b) The tax assessed for the year is higher than the standard UK rate of corporation tax applicable of 19.4% (2022: 19.0%); the 19.4%
reflects eleven months of the financial year at a 19% rate of corporation tax and one month at 25%. The differences are explained
below:
2023
£000
2022
£000
Profit before taxation 34,905 39,960
Profit on ordinary activities multiplied by the UK tax rate 6,775 7,592
Effects of:
Expenses not deductible for tax purposes 2,079 1,391
Non-taxable income (20) (371)
Effect of higher tax rates in overseas territories 287 411
Adjustment in respect of prior years (912) (407)
Change in UK deferred tax rate 282 (204)
Other permanent differences (193) 109
Total tax charge for the year 8,298 8,521
Taxation for other jurisdictions is calculated at the rates prevailing in each jurisdiction.
The effective tax rate is higher than the UK tax rate, which primarily reflects the non-deductible nature of the M&A costs (refer to
Note 5).
(c) Deferred tax:
Accelerated
capital
allowances
£000
Intangible
assets
£000
Share-based
payments
£000
Other
short-term
temporary
differences
£000
Total
£000
Balance at 1 May 2021 (213) (3,819) 302 492 (3,238)
Adjustments in respect of prior years (522) 56 218 (248)
Current year (credit)/charge to income statement (293) 926 481 185 1,299
Effects of movements in exchange rates 19 19
Balance at 30 April 2022 (1,028) (2,818) 783 895 (2,168)
Moonpig Group plc | Annual Report and Accounts 2023
158
Notes to the Consolidated Financial Statements
8 Taxation continued
Accelerated
capital
allowances
£000
Intangible
assets
£000
Share-based
payments
£000
Other
short-term
temporary
differences
£000
Total
£000
Balance at 1 May 2022 (1,028) (2,818) 783 895 (2,168)
Adjustments in respect of prior years (10) (73) 2 (81)
Current year credit/(charge) to income statement (1,018) 1,331 482 25 820
Acquired through business combinations 157 (9,581) 28 (9,396)
Effects of movements in exchange rates (153) (153)
Balance at 30 April 2023 (1,889) (11,231) 1,192 950 (10,978)
The Finance Bill 2021 included legislation to increase the main rate of corporation tax from 19% to 25% from 1 April 2023. This rate
change is included above as the Finance Bill 2021 has been substantively enacted.
According to the Netherlands 2023 Tax Plan, the general corporate income tax rate will remain 25.8% for the year 2023 whereby the
first €200K profit is taxed at 19%.
9 Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number
of ordinary shares in issue during the year. For the purposes of this calculation, the weighted average number of ordinary shares in
issue during the year was 340,061,402 (2022: 339,036,292). The year-on-year increase reflects the release of 3,075,329 shares, on 7
January 2023, from repurchase obligations that were deducted from ordinary shares outstanding at 30 April 2022:
2023
Number of shares
2022
Number of shares
Weighted average number of shares in issue 342,111,621 342,111,621
Less: weighted average number of shares held subject to potential repurchase (2,050,219) (3,075,329)
Weighted average number of shares for calculated basic earnings per share 340,061,402 339,036,292
Diluted earnings per share
For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all
potentially dilutive ordinary shares. The Group has potentially dilutive ordinary shares arising from share options granted to employees
under the share schemes as detailed in Note 20 of these financial statements.
Adjusted earnings per share
Earnings attributable to ordinary equity holders of the Group for the year, adjusted to remove the impact of adjusting items and the tax
impact of these; divided by the weighted average number of ordinary shares outstanding during the year.
2023
Number of shares
2022
Number of shares
Weighted average number of shares for calculated basic earnings per share 340,061,402 339,036,292
Weighted average number of dilutive shares 6,860,822 6,957,427
Total number of shares for calculated diluted earnings per share 346,922,224 345,993,719
159
Strategic report Corporate governance Financial statementsStrategic report
9 Earnings per share continued
2023
£000
2022
£000
Basic earnings attributable to equity holders of the Company 26,607 31,439
Adjusting items (see Note 5) 13,085 11,585
Tax on adjusting items (1,823) (1,350)
Adjusted earnings attributable to equity holders of the Company before adjusting items 37,869 41,674
2023 2022
Basic earnings per ordinary share (pence) 7.8 9.3
Diluted earnings per ordinary share (pence) 7.7 9.1
Basic earnings per ordinary share before adjusting items (pence) 11.1 12.3
Diluted earnings per ordinary share before adjusting items (pence) 10.9 12.0
10 Acquisition of subsidiary
On 13 July 2022, the Group acquired 100% of the issued share capital of Experience More Limited. The total outflow of cash to acquire
the subsidiary was £88,598,000, comprising cash consideration of £124,313,000 net of cash balances acquired of £35,715,000.
Details of the purchase consideration, goodwill and the fair value of identifiable assets and liabilities acquired are as follows:
Book value
£000
Fair value
adjustment
£000
Final fair
value
£000
Intangible assets 1,177 39,819 40,996
Tangibles assets 835 835
Right-of-use asset 2,105 (801) 1,304
Investments 528 (528)
Inventories 1,335 47 1,382
Trade and other receivables 5,009 (255) 4,754
Trade and other payables (87,141 ) 89 (87,0 52 )
Lease liability (2,286) 1,299 (987)
Current tax asset 474 (154) 320
Provision (165) (651) (816)
Deferred tax asset / (liability) 176 (9,581) (9,405)
Total ( 77,953) 29,284 (48,669)
Goodwill recognised as a result of the acquisition is as follows:
£000
Cash consideration 124,313
Less: cash balances acquired (35,715)
Outflow of cash to acquire subsidiary, net of cash acquired 88,598
Fair value of identifiable liabilities 48,669
Goodwill 137, 2 67
Intangible assets:
Development costs 1,177
Customer relationships 32,133
Brand names 7,6 86
Total 40,996
Moonpig Group plc | Annual Report and Accounts 2023
160
Notes to the Consolidated Financial Statements
10 Acquisition of subsidiary continued
None of the goodwill acquired is expected to be deductible for income tax purposes. The goodwill constitutes the value of a high-
quality complementary business that will significantly enhance the Group’s overall gifting proposition, unlock innovation through
digital gifting and provide a profitable presence in the standalone gifting market.
Experiences contributed £41,577,000 of revenue and £11,409,000 on a profit before taxation basis for the period between the date of
acquisition and the Balance Sheet date.
If the acquisition of Experiences had completed on the first day of the financial year, Group revenue for the year would have been
£6,282,000 higher and Group profit before taxation for the year would have been £1,982,000 higher. The pre-acquisition profit before
tax was a loss of £13,003,000. This loss before taxation includes a pre-acquisition charge of £13,533,000 (recognised as a liability in
the opening balance sheet) relating to cash bonuses payable to the Experiences management team which vested upon completion of
the acquisition in accordance with an incentive scheme established by the vendor and fair value adjustments made by the Group on
acquisition.
Acquisition costs of £5,332,000 arose as a result of the transaction, of which £929,000 were incurred in the year ended 30 April 2022
and £4,403,000 were incurred in the year ended 30 April 2023. These have been recognised as Adjusting Items within operating profit
in the Consolidated Income Statement (see Note 5).
11 Intangible assets
Goodwill
£000
Trademark
£000
Technology
and
development
costs
1
£000
Customer
relationships
£000
Software
£000
Other
intangibles
£000
Total
£000
Cost
1 May 2021 6,459 8,855 16,382 15,241 714 1,573 49,224
Additions 35 8,262 8,297
Disposals (4,602) (423) (5,025)
Transfers (9) (9)
Foreign exchange (223) (311) (60) (53) 205 (54) (496)
30 April 2022 6,236 8,579 19,982 15,188 487 1,519 51,991
Accumulated amortisation and
impairment
1 May 2021 2,332 4,460 4,187 350 1,573 12,902
Amortisation charge 766 5,519 3,207 209 9,701
Disposals (4,602) (344) (4,946)
Transfers (4) (4)
Foreign exchange 80 40 45 199 (54) 310
At 30 April 2022 3,178 5,417 7,4 39 410 1,519 17,96 3
Net book value 30 April 2022 6,236 5,401 14,565 7,749 77 34,028
161
Strategic report Corporate governance Financial statementsStrategic report
11 Intangible assets continued
Goodwill
£000
Trademark
£000
Technology and
development
costs
1
£000
Customer
relationships
£000
Software
£000
Other
intangibles
£000
Total
£000
Cost
1 May 2022 6,236 8,579 19,982 15,188 487 1,519 51,991
Additions 12,749 200 12,949
Additions from acquisition of
subsidiary 13 7, 267 7,686 1,177 32,133 178,263
Disposals (3,653) (1,594) (5,247)
Foreign exchange 308 418 750 4 75 1,555
30 April 2023 143,811 16,683 30,255 48,071 691 239,511
Accumulated amortisation
and impairment
1 May 2022 3,178 5,417 7,439 410 1,519 17,96 3
Amortisation charge 1,494 8,396 5,675 147 15,712
Disposals (3,653) (1,594) (5,247)
Foreign exchange 179 372 2 75 628
At 30 April 2023 4,851 10,160 13,486 559 29,056
Net book value 30 April 2023 143,811 11,832 20,095 34,585 132 210,455
1 The technology and development costs include assets under construction of £3,821,000 (2022: £3,950,000).
(a) Goodwill
Goodwill of £6,544,000 (2022: £6,236,000) relates to the acquisition of Greetz in 2018, recognised within the Greetz CGU.
Goodwill of £137,267,000 (2022: nil) relates to the acquisition of Experiences and is allocated to the Experiences CGU.
(b) Trademark
£4,627,000 (2022: £5,401,000) of the asset balance are trademarks relating to the acquisition of Greetz with finite lives. The remaining
useful economic life at 30 April 2023 on the trademark is 5 years 4 months (2022: 6 years 4 months).
£7,072,000 (2022: nil) of trademark assets relate to the brands valued on the acquisition of Experiences. The remaining useful
economic life at 30 April 2023 on these trademarks is 9 years and 3 months.
(c) Technology and development costs
Technology and development costs of £19,232,000 (2022: £14,565,000) relate to internally developed assets. The costs of these assets
include capitalised expenses of employees working full-time on software development projects and third-party consulting firms.
Technology and development costs of £864,000 (2022: nil) relate to the acquisition of Experiences and are allocated to the
Experiences CGU. The remaining useful economic life at 30 April 2023 is 2 years and 3 months.
(d) Customer relationships
£7,173,000 (2022: £7,749,000) of the asset balance relates to the valuation of existing customer relationships held by Greetz on acquisition.
The remaining useful economic life at 30 April 2023 on these customer relationships is 7 years 4 months (2022: 8 years 4 months).
£27,411,000 (2022: nil) of customer relationship assets relates to those valued on the acquisition of the Experiences segment. The
remaining useful economic life at 30 April 2023 on these customer relationships ranges between 6 years 3 months and 5 months.
(e) Software
Software intangible assets include accounting and marketing software purchased by the Group and software licence fees from third-
party suppliers.
(f) Other intangibles
Other intangible assets include non-compete agreements and information content for products and software that have been valued
and separately recognised.
Moonpig Group plc | Annual Report and Accounts 2023
162
Notes to the Consolidated Financial Statements
11 Intangible assets continued
(g) Annual impairment tests
Goodwill
Goodwill is allocated to two cash-generating units (“CGUs”), namely the Greetz and Experiences segments, based on the smallest
identifiable group of assets that generates cash inflows independently in relation to the specific goodwill. The recoverable amount of
a CGU or group of CGUs is determined as the higher of its fair value less costs of disposal and its value in use (“VIU”). In determining
VIU, estimated future cash flows are discounted to their present value. The Group performed its annual impairment test as at
30 April 2023.
The estimated future cash flows are based on the approved plan, including the FY24 budget, for the three years ending 30 April 2026.
The estimated future cash flows are identical to those used for the viability statement. They have been extended by a further four years
before applying a perpetuity using an estimated long-term growth rate. When estimating value in use, the Group does not include
estimated future cash flows that are expected to arise from improving or enhancing the asset’s performance.
The use of a pre-perpetuity projections period of more than five years is an accounting judgement. The reasons why the Group
considers that a seven-year period is appropriate and why it considers that the Group meets the reliability requirements of IAS 36,
are set out at Note 4 to the Company Financial Statements on page 185.
The Group has considered the potential impact of climate change on estimated future cash flows, including the primary climate risks
discussed in the TCFD report on pages 32 to 47. These risks are not considered to have a material impact on estimated future cash
flows and therefore have not been modelled as part of the Group’s forecasts. Any revenue upsides from climate opportunities are not
expected to be significant and have also not been modelled. The Group does not operate in an energy-intensive industry and any
cash outflows needed to factor in any incremental costs, other operational disruption that could impact operating margin or reduced
trade, are not expected to be material.
The Group has identified the following key assumptions as having the most significant impact on the VIU calculation:
Greetz CGU Experiences CGU
2023 2022 2023 2022
Pre-tax discount rate (%)
1
12.2% 9.6% 13.5%
Revenue growth rate (%)
2
12.4% 13.3% 10.5%
Pre-perpetuity period (years) 7 8 7
1 The discount rate is a pre-tax rate that reflects the current market assessment of the time value of money and the risks specific to the cash generating units. The pre-tax
discount rates used to calculate value in use are derived from the Group’s post-tax weighted average cost of capital.
2 The compound annual growth rate (“CAGR”) represents the average yearly growth rate over the pre-perpetuity period.
The Group has performed sensitivity analysis to assess the impact of a change in each key assumption in the VIU. The relevant
scenario, in relation to a revenue decrease, is consistent with the more severe downside scenario (Plausible Scenario 2) prepared in
connection with the viability statement on pages 72 and 73.
For the goodwill allocated to the Experiences and Greetz CGUs the Group modelled the impact of a 1%pts increase in the discount
rate, a 15% decrease in the forecasted revenue and a reduction in the pre-perpetuity period from seven to six years. The Group also
modelled a scenario in which all three of these changes arise concurrently. The results of this sensitivity analysis are summarised
below:
Greetz CGU
Experiences
CGU
2023
£m
2023
£m
Original headroom 193.6 89.7
Headroom using a discount rate increased by 1%pts 167.7 64.1
Headroom using a 15% decrease in forecasted revenue 123.1 2.7
Headroom using a pre-perpetuity period reduced by one year 180.1 7 7.3
Headroom combining all three sensitivity scenarios detailed above 97.7 (21.2)
163
Strategic report Corporate governance Financial statementsStrategic report
11 Intangible assets continued
(g) Annual impairment tests continued
For goodwill allocated to the Greetz CGU, the headroom over carrying amount is more than adequate and there is no plausible
change in key assumptions including those relating to future sales performance that would lead to an impairment.
For goodwill allocated to the Experiences CGU, further modelling was undertaken to assess the point at which headroom would
be reduced to £nil for each of the individual sensitivities. For the carrying amount and recoverable amount to be equal, the pre-
tax discount rate would need to increase by 5.4%pts from 13.5% to 18.9%, the forecasted revenue would need to decrease by 16%
(assuming no action was taken to reduce indirect costs from the forecasted level) and the pre-perpetuity period would need to reduce
from seven to one year (each sensitivity applied individually).
No impairment to the carrying amount of Experiences goodwill has been recorded in the current period, reflecting the fact that it
remains lower than the recoverable amount. However, in view of the outcome of the sensitivity analysis, the Directors have identified
the compound annual revenue growth rate as a matter of major source of estimation uncertainty.
Other finite-life intangible assets
At each reporting year date, the Group reviews the carrying amounts of other finite-life intangible assets to determine whether there is
any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is
estimated in order to determine the extent, if any, of the impairment loss. Where it is not possible to estimate the recoverable amount of
an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
12 Property, plant and equipment
Freehold
property
£000
Plant and
machinery
£000
Fixtures and
fittings
£000
Leasehold
improvements
£000
Computer
equipment
£000
Right-of-
use assets
plant and
machinery
£000
Right-of-use
assets land
and buildings
£000
Total
£000
Cost
1 May 2021 3,999 6,758 1,245 4,132 2,415 1,292 12,240 32,081
Additions 803 94 11 536 6,571 8,015
Disposals (92) (812) (74) (420) (526) ( 1,924)
Foreign exchange (75) (1) (15) (32) (39) (67) (229)
30 April 2022 3,907 6,674 1,264 3,708 2,393 1,253 18,744 37,943
Accumulated
depreciation and
impairment
1 May 2021 1,931 3,907 759 1,673 1,504 784 3,522 14,080
Depreciation charge 158 1,030 291 399 502 251 2,029 4,660
Disposals (36) (802) (73) (420) (488) 43 (1,776)
Foreign exchange (35) (1) (14) (15) (116) (81) (262)
30 April 2022 2,053 4,100 976 1,638 1,503 962 5,470 16,702
Net book value
30 April 2022 1,854 2,574 288 2,070 890 291 13,274 21,241
Moonpig Group plc | Annual Report and Accounts 2023
164
Notes to the Consolidated Financial Statements
12 Property, plant and equipment continued
Freehold
property
£000
Plant and
machinery
£000
Fixtures and
fittings
£000
Leasehold
improvements
£000
Computer
equipment
£000
Right-of-
use assets
plant and
machinery
£000
Right-of-use
assets land
and buildings
£000
Total
£000
Cost
1 May 2022 3,907 6,674 1,264 3,708 2,393 1,253 18,744 37,943
Additions 2,146 268 6,679 587 880 5,552 16,112
Acquired additions 2,875 564 371 933 4,743
Disposals (2) (331) (1,867) (149) (961) (1,196) (2,063) (6,569)
Transfers (1,701) 1,619 207 (125)
Foreign exchange 74 23 37 49 47 208 438
30 April 2023 3,905 6,862 4,182 10,482 2,507 1,355 23,374 52,667
Accumulated
depreciation and
impairment
1 May 2022 2,053 4,100 976 1,638 1,503 962 5,470 16,702
Depreciation charge 156 979 768 808 631 391 3,208 6,941
Acquired accumulated
depreciation 2,182 421 2,603
Disposals (2) (331) (1,867) (149) (941) (1,211) (2,020) (6,521)
Transfers (821) 814 7
Impairment 428 428
Foreign exchange 31 13 6 28 45 80 203
30 April 2023 2,207 3,958 2,886 2,310 1,642 187 7,16 6 20,356
Net book value
30 April 2023 1,698 2,904 1,296 8,172 865 1,168 16,208 32,311
13 Inventories
2023
£000
2022
£000
Raw materials and consumables 2,128 2,109
Finished goods 13,425 9,987
Total inventory 15,553 12,096
Less: Provision for write off of:
Raw materials and consumables (153) (194)
Finished goods (3,067) (1,785)
Net inventory 12,333 10,117
The cost of inventories recognised as an expense and included in cost of sales during the year amounted to £45,855,000 (2022: £51,313,000).
14 Trade and other receivables
2023
£000
2022
£000
Current:
Trade receivables 1,901 138
Less: provisions (470)
Trade receivables – net 1,431 138
Other receivables 2,117 1,944
Other receivables with entities formerly under common control 151 458
Prepayments 2,632 1,752
Total current trade and other receivables 6,331 4,292
165
Strategic report Corporate governance Financial statementsStrategic report
14 Trade and other receivables continued
The movements in provisions are as follows:
2023
£000
2022
£000
At 1 May (17)
Acquired (310)
Charge for the year (160)
Utilised
Released 17
At 30 April (470)
Trade and other receivables are predominantly denominated in the functional currencies of subsidiary undertakings. There is no
material difference between the above amounts for trade and other receivables (including loan receivables) and their fair value due
to their contractual maturity of less than 12 months.
Other receivables with entities formerly under common control relate to costs in connection with leased property.
As permitted by IFRS 9, the Group applies the simplified approach to measuring expected credit losses which uses a lifetime expected
loss allowance for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on
shared credit risk characteristics such as ageing of the debt and the credit risk of the customers. A historical credit loss rate is then
calculated and then adjusted to reflect expectations about future credit losses. A customer balance is written off when it is considered
that there is no reasonable expectation that the amount will be collected and legal enforcement activities have ceased.
The Group’s credit risk on trade and other receivables is primarily attributable to trade receivables. There are no significant
concentrations of credit risk since the risk is spread over a large number of unrelated counterparties.
The Group’s businesses implement policies, procedures and controls to manage customer credit risk. Outstanding balances are
regularly monitored and reviewed to identify any change in risk profile.
The Group considers its credit risk to be low with Group revenues derived from electronic payment processes (including credit card,
debit card, PayPal, iDeal and Single Euro Payments Area) executed over the internet, with the majority of receipts reaching the bank
accounts in one to two days.
At 30 April 2023, the Group had net trade receivables of £1,431,000 (2022: £138,000). Trade receivables are reviewed regularly for any
risk of impairment and provisions are booked where necessary.
The maximum exposure to credit risk is the trade receivable balance at the year-end. The Group has assessed its exposure below:
Trade receivables ageing
2023
£000
2022
£000
Up to 30 days 973 74
Past due but not impaired:
30 to 90 days 250 55
More than 90 days 678 9
Gross 1,901 138
Less: provisions (all relating to balances more than 90 days) (470)
Net trade receivables 1,431 138
2023
£000
2022
£000
Non-current other receivables:
Other receivables 2,153 1,928
Total non-current trade and other receivables 2,153 1,928
Non-current other receivables relate to security deposits in connection with leased property.
Moonpig Group plc | Annual Report and Accounts 2023
166
Notes to the Consolidated Financial Statements
15 Cash and cash equivalents
2023
£000
2022
£000
Cash and bank balances 19,597 100,242
Cash equivalents 2,797 1,435
Total cash and cash equivalents 22,394 101,677
The carrying amount of cash and cash equivalents approximates their fair value. Cash equivalents relate to cash in transit from various
payment processing intermediaries that provide receipting services to the Group.
Cash and cash equivalents are denominated in Pound Sterling or other currencies as shown below.
2023
£000
2022
£000
Pound Sterling 16,467 9 7,394
Euro 4,989 3,687
Australian Dollar 841 546
US Dollar 97 50
Total cash and cash equivalents 22,394 101,677
16 Trade and other payables
2023
£000
2022
£000
Current
Trade payables 26,726 19,402
Other payables 4,569
Other taxation and social security 6,756 4,370
Accruals 16,272 19,530
Merchant accrual 55,796
Total current trade and other payables 110,119 43,302
Trade and other payables are predominantly denominated in the functional currencies of subsidiary undertakings. The increase in
other payables relates to the vested tranche of the cash component of the Pre-IPO awards that will be paid out within one year. Refer
to Note 20 for further details.
There is no material difference between the above amounts for trade and other payables and their fair value due to materially all of
the trade and other payables having a contractual maturity of less than 12 months.
2023
£000
2022
£000
Non-current
Other payables 3,168 4,207
Other taxation and social security 1,052 1,338
Accruals 129
Other payables with entities formerly under common control 638 638
Total non-current trade and other payables 4,858 6,312
Non-current other payables predominantly relate to the cash component of the Pre-IPO awards, refer to Note 20 for further details.
167
Strategic report Corporate governance Financial statementsStrategic report
17 Provisions for other liabilities and charges
Other
provisions
£000
Dilapidations
provisions
£000
Total
£000
At 1 May 2021 1,697 816 2,513
Charged in the year 235 693 928
Release of provisions in the year (64) (64)
Foreign exchange (31) (31)
At 30 April 2022 1,837 1,509 3,346
Analysed as:
Current 1,837 1,837
Non-current 1,509 1,509
Other
provisions
£000
Dilapidations
provisions
£000
Total
£000
At 1 May 2022 1,837 1,509 3,346
Acquired 494 317 811
Charged in the year 1,093 724 1,817
Utilisation (938) (938)
Release of provisions in the year (1,051) (1,051)
Foreign exchange 26 19 45
At 30 April 2023 1,461 2,569 4,030
Analysed as:
Current 1,240 377 1,617
Non-current 221 2,192 2,413
Current provisions
Other provisions primarily relate to royalty provisions, a refund provision and a sabbatical provision. The above provisions are due
to be settled within the year. During the year the dilapidations provision for the former head office of the Experiences segment was
moved to current as it is due to be settled in 2023.
Non-current provisions
Dilapidations provisions relate to the Herbal House head office, Almere facility in the Netherlands and the Tamworth facility in the UK,
and are non-current due to their settlement date. The earliest current lease end date of these three locations is 2027.
18 Contract liabilities
In all material respects, current deferred revenue at 1 May 2021 and 1 May 2022 was recognised as revenue during the respective
subsequent year. Other than business-as-usual movements there were no significant changes in contract liability balances during the
year.
19 Borrowings
2023
£000
2022
£000
Current
Lease liabilities 3,443 2,151
Borrowings 27 213
Non-current
Lease liabilities 16,082 13,169
Borrowings 170,493 169,950
Total borrowings and lease liabilities 190,045 185,483
Moonpig Group plc | Annual Report and Accounts 2023
168
Notes to the Consolidated Financial Statements
19 Borrowings continued
The Group’s sources of borrowing for liquidity purposes include the Senior Facilities Agreement, which was executed on 7 January
2021 and amended on 22 June 2022. This facility comprises a Term Loan of £175,000,000, the Original RCF of £20,000,000 and the
Additional RCF of £60,000,000, provided by a syndicate of banks. All facilities provided under the Senior Facilities Agreement are
committed until 8 December 2025. Lease liabilities arising are also reported in borrowings. As at 30 April 2023 both the Original RCF
and the Additional RCF remain undrawn.
Interest on all amounts drawn under the Senior Facilities Agreement (referred to as “senior debt”) is calculated at a floating reference
rate plus a margin. Prior to December 8, 2021, the reference rate was LIBOR, and since that date, it has been SONIA.
On 1 August, the Group executed two interest rate derivative agreements, with the intention of hedging its exposure to increases in
SONIA for broadly three quarters of its current expected future senior net debt (net of cash) for the period until November 2024. The
agreements comprise an interest rate swap at a rate of 2.4725% with a floor strike rate of 0% on £90m notional until 1 December 2022
and £55m notional until the term expires on 30 Novemb er 2023 and an interest rate cap with a cap strike rate of 3.0000% on £70m
notional until 30 November 2024.
The Senior Facilities Agreement is subject to a Total Net Debt to last twelve months’ Adjusted EBITDA (stated pro forma to include a full
year’s profit from acquired businesses) covenant of 4.00x at 30 April 2023 and 3.50x thereafter, tested semi-annually, with Total Net
Debt and Adjusted EBITDA as defined in the Senior Facilities Agreement.
Borrowings are repayable as follows:
2023
£000
2022
£000
Within one year 27 213
Within one and two years
Within two and three years 170,493
Within three and four years
1
169,950
Within four and five years
Beyond five years
Total borrowings 170,520 170,163
1 Total borrowings include £27,000 (2022: £213,000) in respect of accrued unpaid interest and are shown net of capitalised borrowing costs of £4,507,000 (2022: £5,050,000).
The table below details changes in liabilities arising from financing activities, including both cash and non-cash changes.
Borrowings
£000
Lease
liabilities
£000
Total
£000
1 May 2021 169,071 12,032 181,103
Cash flow (6,451) (3,105) (9,556)
Foreign exchange (68) (68)
Interest and other
1
7,5 43 6,461 14,004
30 April 2022 170,163 15,320 185,483
Cash flow (12,144) (3,504) (15,648)
Foreign exchange 98 98
Interest and other
1
12,501 7,611 20,112
30 April 2023 170,520 19,525 190,045
1 Interest and other within borrowings comprises amortisation of capitalised borrowing costs and the interest expense in the year. Interest and other within lease liabilities
comprises interest on leases as disclosed in Note 6 as well as the lease liability addition in relation to the new Netherlands facility and office and the lease liability
recognised on acquisition of the Experiences segment.
169
Strategic report Corporate governance Financial statementsStrategic report
20 Share-based payments
Legacy schemes
Prior to Admission to the London Stock Exchange during the year ended 30 April 2021, share and cash-based incentives were
awarded by the Former Parent Undertaking in relation to legacy compensation agreements for certain employees, senior
management and Directors. Such shares have been converted into separate shares in Moonpig Group plc and other companies
formerly under common control. These were accounted for in accordance with IFRS 2 and disclosed in the Prospectus, which can be
found at www.moonpig.group/investors. The awards included 3,075,329 shares in Moonpig Group plc that did not vest at the date
of Admission, and which vested on the 7 January 2023. In respect of these shares, there were non-cash charges of £3,260,000 in FY22
and £2,251,000 in FY23. National Insurance is not included on these schemes as they operated at an unrestricted tax market value.
Pre-IPO awards
Awards were granted on 27 January 2021 and comprise two equal tranches, with the first tranche vesting on 30 April 2023 and
the second tranche on 30 April 2024. The share awards vesting is subject to the achievement of revenue and Adjusted EBITDA
performance conditions and participants to remain employed by the Company over the vesting period. Given the constituents of the
scheme, no attrition assumption has been applied. New share awards were granted under the existing scheme in May, September,
October and December 2022 and January, February and April 2023, they will all vest on 30 April 2024.
The performance period for the pre-IPO awards ended on 30 April 2023, with vesting subject to revenue (50% weighting) and
Adjusted EBITDA (50% weighting). For both of these financial performance conditions, the maximum target was met and would have
been met even excluding the revenue and profits of the acquired Experiences segment. The awards will be payable half in cash and
half in shares (based on the share price at Admission) in two tranches. The first tranche vested on 30 April 2023 and will be paid in July
2023, with the second tranche vesting on 30 April 2024 and payable immediately thereafter. The below tables give the assumptions
applied to the options granted in the year and the shares outstanding:
February 2023 January 2023 December 2022 October 2022 September 2022 May 2022
Valuation model Black-Scholes Black-Scholes Black-Scholes Black-Scholes Black-Scholes Black-Scholes
Weighted average share price
(pence) 114.20 117.20 109.00 127.00 189.80 236.20
Exercise price (pence) 0 0 0 0 0 0
Expected dividend yield 0% 0% 0% 0% 0% 0%
Risk-free interest rate 3.94% 3.74% 3.56% 3.30% 3.10% 1.52%
Volatility 36.58% 35.86% 35.12% 33.97% 32.86% 34.64%
Expected term (years) 1.19 1.27 1.36 1.51 1.65 1.95
Weighted average fair value (pence) 114.20 117.20 109.00 127.00 189.80 236.20
Attrition 0% 0% 0% 0% 0% 0%
Weighted average remaining
contractual life (years) 1.00 1.00 1.00 1.00 1.00 1.00
Pre-IPO awards continued
Pre-IPO awards Number of shares
Weighted average
exercise price
(£)
Outstanding at the beginning of the year 2,546,859
Granted 295,357
Exercised
Forfeited (225,500)
Outstanding at the end of the year 2,616,716
Exercisable at the end of the year 1,165,753
Moonpig Group plc | Annual Report and Accounts 2023
170
Notes to the Consolidated Financial Statements
20 Share-based payments continued
Long-Term Incentive Plan (“LTIP”)
Awards were granted on 1 February 2021 and will vest on 30 June 2024. Half of the share awards vesting is subject to a relative Total
Shareholder Return (“TSR”) performance condition measured against the constituents of the FTSE 250 Index (excluding Investment
Trusts). The other half of the share awards vesting is subject to the achievement of an Adjusted Basic Pre-Tax EPS performance condition
(calculated as Adjusted Profit Before Taxation, divided by the undiluted weighted average number of ordinary shares outstanding
during the year). Participants are also required to remain employed by the Company over the vesting period, with Executive Directors to
30 April 2026. Given the constituents of the scheme, no attrition assumption has been applied. On 5 July 2022 and 25 October 2022 new
awards were granted under the existing scheme and will vest on 5 July and 25 October 2025 respectively. Consistent with the existing
scheme, participants are required to remain employed by the Company over the vesting period, with the Executive Directors to 5 July
2027. The below tables give the assumptions applied to the options granted in the year and the shares outstanding:
October 2022 July 2022
Valuation model
Stochastic and
Black-Scholes
Stochastic, Black-
Scholes and Chaffe
Weighted average share price (pence) 127.00 211.20
Exercise price (pence) 0 0
Expected dividend yield 0% 0%
Risk-free interest rate 3.43% 1.64%/1.76%
Volatility 34.84% 35.10%/34.38%
Expected term (years) 3.00 3.00/2.00
Weighted average fair value (pence) 127.0/62.3 211.2/131.7
Attrition 0% 0%
Weighted average remaining contractual life (years) 2.49 2.30/1.30
LTIP awards Number of shares
Weighted average
exercise price
(£)
Outstanding at the beginning of the year 871,275
Granted 2,296,209
Exercised
Forfeited (102,486)
Outstanding at the end of the year 3,064,998
Exercisable at the end of the year
Share Incentive Plan (“SIP)
The SIP was used to grant share awards to all eligible employees at Admission based on their length of service. No costs were
incurred by employees to acquire the shares. The share awards were granted on 1 February 2021. The free share awards granted to
UK-based staff are subject to a minimum three-year holding period. The awards made to employees in Guernsey and the Netherlands
are not subject to a holding period.
171
Strategic report Corporate governance Financial statementsStrategic report
20 Share-based payments continued
Deferred Share Bonus Plan (“DSBP”)
The Group has bonus arrangements in place for Executive Directors and certain key management personnel within the Group whereby
a proportion of the annual bonus is subject to deferral over a period of three years with vesting subject to continued service only.
On 6 August 2021, 92,970 shares were granted in relation to the deferred element of the FY21 bonus. These shares will vest on 6 August 2024.
On 5 July 2022, 299,319 shares were granted in relation to the deferred element of the FY22 bonus. These shares will vest on 5 July 2025.
The outstanding number of shares at the end of the year is 392,289 (2022: 92,970).
July 2022
Valuation model Black-Scholes
Weighted average share price (pence) 211.20
Exercise price (pence) 0
Expected dividend yield 0%
Risk-free interest rate 1.64%
Volatility 35.10%
Expected term (years) 3.00
Weighted average fair value (pence) 211.20
Attrition 0%
Weighted average remaining contractual life (years) 2.30
DSBP
Number of
shares
Weighted
average
exercise price
(£)
Outstanding at the beginning of the year 92,970
Granted 299,319
Exercised
Forfeited
Outstanding at the end of the year 392,289
Exercisable at the end of the year
Save As You Earn (“SAYE”)
The Group entered a SAYE Scheme for all eligible employees under which employees are granted an option to purchase ordinary
shares in the Company at an option price set at a 20% discount to the average market price over the three days before the invitation
date, in three years’ time, dependent on their entering into a contract to make monthly contributions into a savings account over the
relevant period.
The FY22 awards were granted on 3 September 2021 and will vest on 1 October 2024, with a six-month exercise period following
vesting. The awards are subject only to service conditions with the requirement for the recipients of awards to remain in employment
with the Company over the vesting period. FY23 awards were granted on 8 September 2022 and will vest on 1 October 2025, they are
subject to the same conditions as the FY22 grant. The below tables give the assumptions applied to the options granted in the year
and the shares outstanding:
SAYE
Valuation model Black-Scholes
Weighted average share price (pence) 194.90
Exercise price (pence) 162.00
Expected dividend yield 0%
Risk-free interest rate 2.93%
Volatility 34.47%
Expected term (years) 3.25
Weighted average fair value (pence) 59.11
Attrition 15%
Weighted average remaining contractual life (years) 2.40
Moonpig Group plc | Annual Report and Accounts 2023
172
Notes to the Consolidated Financial Statements
20 Share-based payments continued
Save As You Earn (“SAYE”) continued
SAYE
Number of
shares
Weighted
average
exercise price
(£)
Outstanding at the beginning of the year 318,021
Granted 692,957
Exercised
Cancelled (209,399)
Forfeited ( 17,760)
Outstanding at the end of the year 783,819
Exercisable at the end of the year
The fair value of awards under the Pre-IPO and DSBP awards are equal to the share price on the date of award as there is no price
to be paid and employees are entitled to dividend equivalents. For awards with a market condition, volatility is calculated over the
period commensurate with the remainder of the performance period immediately prior to the date of grant. For all other conditions,
volatility is calculated over the period commensurate with the expected term. As the Company had only recently listed, a proxy
volatility equal to the median volatility of the FTSE 250 (excluding Investment Trusts) over the respective periods has been used.
Consideration has also been made to the trend of volatility to return to its mean, by disregarding extraordinary periods of volatility.
Share-based payments expenses recognised in the income statement:
2023
£000
2022
£000
Legacy schemes 2,251 3,260
Pre-IPO awards 3,168 3,778
LTIP 1,876 822
SAYE 351 79
DSBP 273 369
Share-based payments expense
1
7,9 19 8,308
1 The £7,919,000 (FY22: £8,308,000) stated above is presented inclusive of employer’s national insurance contributions of £649,000 (FY22: £607,000).
21 Share capital and reserves
The Group considers its capital to comprise its ordinary share capital, share premium, merger reserve, retained earnings, share-based
payments reserve and foreign exchange translation reserve. Quantitative detail is shown in the consolidated statement of changes in
equity. The Directors’ objective when managing capital is to safeguard the Group’s ability to continue as a going concern in order to
provide returns for the shareholder and benefits for other stakeholders.
Called-up share capital
Ordinary share capital represents the number of shares in issue at their nominal value. Ordinary shares in the Company are issued,
allotted and fully paid up.
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at
meetings of the Company. The shareholding as at 30 April 2023 is:
2023 Number
of shares
2023
£000
2022 Number
of shares
2022
£000
Allotted, called-up and fully paid ordinary shares of £0.10 each 342,111,621 34,211 342,111,621 34,211
Share premium
Share premium represents the amount over the par value which was received by the Company upon the sale of the ordinary shares.
Upon the date of listing the par value of the shares was £0.10 but the initial offering price was £3.50. Share premium is stated net of
direct costs of £736,000 (2022: £736,000) relating to the issue of the shares.
173
Strategic report Corporate governance Financial statementsStrategic report
21 Share capital and reserves continued
Merger reserve
The merger reserve arises from the Group reorganisation accounted for under common control. In the prior year £7,560,000 was
reclassified between the merger reserve and retained earnings (net of £2,445,000 included within other creditors) in relation to Group
relief settled with the Former Parent Undertaking in FY21.
Other reserves
Other reserves represent the share-based payment reserve, the foreign currency translation reserve and the hedging reserve.
Share-based payment reserve
The share-based payment reserve is built up of charges in relation to equity-settled share-based payment arrangements which have
been recognised within the consolidated income statement.
Hedging reserve
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments
related to hedged transactions that have not yet occurred and the cumulative net change in the fair value of time value on the cash
flow hedging instruments.
Foreign currency translation reserve
The foreign currency translation reserve represents the accumulated exchange differences arising since the acquisition of Greetz from
the impact of the translation of subsidiaries with a functional currency other than Sterling.
Share-based
payment
reserve
£000
Foreign
currency
translation
reserve
£000
Hedging
reserve
£000
Total other
reserves
£000
At 1 May 2021 27, 24 0 (225) 27,015
Other comprehensive income 190 190
Share-based payment charge (excluding National Insurance) 7,701 7,701
30 April 2022 34,941 (35) 34,906
Other comprehensive income:
Foreign currency translation reserve reclassification (735) (735)
Cash flow hedges:
Fair value changes in the year 1,891 1,891
Cost of hedging reserve 126 126
Fair value movements on cash flow hedges transferred to profit and loss (136) (136)
Exchange differences on translation of foreign operations (158) (158)
Share-based payment charge (excluding National Insurance) 7, 2 70 7, 270
30 April 2023 42,211 (928) 1,881 43,164
Moonpig Group plc | Annual Report and Accounts 2023
174
Notes to the Consolidated Financial Statements
22 Financial risk management
The principal financial risks faced by the Group relate to capital risk, liquidity risk, credit risk, foreign currency risk and interest rate risk.
Market risk
Foreign currency risk
The Group’s exposure to the risk of changes in foreign currency relates primarily to its operating activities. Operating companies
generally only trade in their own currency. The Group is therefore not subject to any significant foreign exchange transactional
exposure within these subsidiaries.
The Group transacts mainly in Sterling and Euros. The Group generates sufficient cash flows in each respective currency to service
operating costs, therefore it does not see foreign currency risk as a significant risk.
The Group’s principal exposure to foreign currency lies in the translation of overseas profits into Sterling; this exposure is not hedged.
Other currency exposures comprise those currency gains and losses recognised in the income statement, reflecting other monetary
assets and liabilities that are not denominated in the functional currency of the entity involved. At 30 April 2023 and 30 April 2022,
these exposures were not material to the Group.
Interest rate risk
The Group is exposed to interest rate risk arising from borrowings under the Senior Facilities Agreement, which incurs interest at a
floating reference rate plus a margin. The reference rate was LIBOR until 8 December 2021, after which it was replaced by SONIA.
On 1 August 2022, the Group executed two interest rate derivative agreements, with the intention of hedging its exposure to increases
in SONIA for broadly three quarters of its current expected future senior net debt (net of cash) for the period until November 2024.
For the remaining term, the agreements comprise an interest rate swap at a rate of 2.4725% with a floor strike rate of 0% on £55m
notional until 30 November 2023 and an interest rate cap with a cap strike rate of 3.0000% on £70m notional until 30 November 2024.
The Group has elected to adopt the hedge accounting requirements of IFRS 9 Financial instruments. The Group enters into hedge
relationships where the critical terms of the hedging instrument and the hedged item match, therefore, for the prospective assessment
of effectiveness a qualitative assessment is performed. Hedge effectiveness is determined at the origination of the hedging
relationship. Quantitative effective tests are performed at each year end to determine the continuing effectiveness of the relationship.
The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the
interest rate, amount and timing of their respective cash flows. The Group assesses whether the derivative designated in each hedging
relationship is expected to be, and has been, effective in offsetting changes in cash flows of the hedging item using the hypothetical
derivative method.
In these hedge relationships, the main sources of ineffectiveness are:
The effect of the counterparty and Group’s own interest rate risk on the fair value of the cap and swap, which is not reflected in the
change in the fair value of the hedged cash flows attributable to the change in interest rates; and
Changes in the timing of the hedged item.
The derivative financial assets are all net settled; therefore, the maximum exposure to interest rate risk at the reporting date is the fair
value of the derivative assets which are included in the Consolidated Balance Sheet:
Derivative financial assets
2023
£000
2022
£000
Derivatives designated as hedging instruments
Interest rate swaps cash flow hedges 706
Interest rate cap cash flow hedges 1,762
Total derivatives financial assets 2,468
2023
£000
2022
£000
Current and non-current:
Current 711
Non-current 1,757
Total derivatives financial assets 2,468
175
Strategic report Corporate governance Financial statementsStrategic report
22 Financial risk management continued
Market risk continued
a) Cash flow interest rate swap and cap
The was no ineffective portion recognised in finance expense that arose from cash flow hedges during the year (2022: £nil).
At 30 April 2023, the main floating rates were SONIA. Gains and losses recognised in the cash flow hedging reserve in equity on
interest rate swap and cap contracts as at 30 April 2023 will be released to the consolidated statement of comprehensive income as
the related interest expense is recognised.
The effects of the cash flow interest rate swap and cap hedging relationships are as follows at 30 April:
Interest rate swap Interest rate cap
2023 2022 2023 2022
Carrying amount of derivatives (£000) 706 1,762
Changes in fair value of the designated hedged item (£000) 842 1,175
Notional amount (£000) 55,000 70,000
Hedge ratio 1:1 1:1
Maturity date 30/11/2023 30/11/2024
Interest rate movements on deposits, lease liabilities, trade payables, trade receivables and other financial instruments do not present
a material exposure to the Group’s Balance Sheet.
Market risk sensitivity analysis
Financial instruments affected by market risks include borrowings and deposits.
The following analysis, required by IFRS 7 Financial Instruments: Disclosures, is intended to illustrate the sensitivity to changes in market
variables, being Sterling interest rates, and Sterling/Euro exchange rates.
The sensitivity analysis assumes reasonable movements in foreign exchange and interest rates before the effect of tax. The Group
considers a reasonable interest rate movement in SONIA to be 3%, based on current interest rate projections. Similarly, sensitivity to
movements in Sterling/Euro exchange rates of 10% are shown, reflecting changes of reasonable proportion in the context of movement
in that currency pair over the last year.
The following table shows the illustrative effect on profit before tax resulting from a 10% change in Sterling/Euro exchange rates:
Income
(losses)/gains
2023
£000
Equity
(losses)/gains
2023
£000
Income
(losses)/gains
2022
£000
Equity
(losses)/gains
2022
£000
10% strengthening of Sterling versus the Euro (390) (814) (778) (662)
10% weakening of Sterling versus the Euro 477 995 951 809
The following table shows the illustrative effect on the consolidated income statement from a 3% change in market interest rates on
the Group’s interest expense. Refer to borrowings in Note 19.
2023
£000
2022
£000
3% increase in market interest rates (6,350) (5,250)
3% decrease in market interest rates 6,350 5,250
Moonpig Group plc | Annual Report and Accounts 2023
176
Notes to the Consolidated Financial Statements
22 Financial risk management continued
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or banking institution fails to meet its contractual obligations.
The Group’s credit risk primarily arises from trade and other receivables. The Group has a very low operational credit risk due to
the transactions being principally of a high volume, low value and short maturity. The Group has no significant concentration of
operational credit risk.
The credit risk on liquid funds held with HSBC, JP Morgan, Citibank, Rabobank and Bank of Scotland is considered to be low. The
long-term credit rating for HSBC is A1/A+ per Moody’s/Standard & Poor’s. The long-term credit rating for Rabobank is Aa2/A+ per
Moody’s/Standard & Poor’s. The long-term credit rating for Bank of Scotland is A/A-1. The long-term credit rating for both JP Morgan
and Citibank is Aa3/A+ per Moody’s/Standard & Poor’s.
Further information on the credit risk management procedures applied to trade receivables is given in Note 14 and to cash and cash
equivalents in Note 15. The carrying amounts of trade receivables and cash and cash equivalents shown in those notes represent the
Group’s maximum exposure to credit risk and there is no customer that accounts for more than 10% of the balance.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulties in meeting the obligations associated with its financial liabilities that
are settled by delivering cash. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have
sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or
risking damage to the Group’s reputation.
Cash flow forecasting is performed centrally with rolling forecasts of the Group’s liquidity requirements regularly monitored to ensure
it has sufficient cash to meet operational needs. The Group’s revenue model results in a strong level of cash conversion allowing it to
service working capital requirements.
The Group’s sources of borrowing for liquidity purposes include the Senior Facilities Agreement, which was executed on 7 January
2021 and amended on 22 June 2022. These facilities comprise a Term Loan of £175,000,000, the Original RCF of £20,000,000 and
the Additional RCF of £60,000,000, provided by a syndicate of banks. All facilities provided under the Senior Facilities Agreement are
committed until 8 December 2025. Lease liabilities are also reported in borrowings.
The amounts in the consolidated balance sheet and related notes that are accounted for as financial instruments and their
classification under IFRS 9, are as follows:
Financial assets
Note
2023
£000
2022
£000
Financial assets at amortised cost:
Current assets
Trade and other receivables
1
14 3,699 2,540
Cash 15 22,394 101,677
Non-current assets
Trade and other receivables 14 2,153 1,928
Financial assets at fair value:
Current assets
Financial derivatives 711
Non-current assets
Financial derivatives 1,757
30,714 106,145
177
Strategic report Corporate governance Financial statementsStrategic report
22 Financial risk management continued
Financial liabilities
Note
2023
£000
2022
£000
Financial liabilities at amortised cost:
Current liabilities
Trade and other payables
2
16 103,363 38,932
Lease liabilities 19 3,443 2,151
Borrowings 19 27 213
Non-current liabilities
Trade and other payables
2
16 3,806 4,974
Lease liabilities 19 16,082 13,169
Borrowings 19 170,493 169,950
29 7, 2 14 229,389
1 Excluding prepayments.
2 Excluding other taxation and social security.
The following tables provide an analysis of the anticipated contractual cash flows including interest payable for the Group’s financial
liabilities and derivative instruments on an undiscounted basis. Where interest payments are calculated at a floating rate, rates of
each cash flow until maturity of the instruments are calculated based on the forward yield curve prevailing at the respective year
ends. All derivative contracts are presented on a net basis:
Contractual cash flows
2023
Due within
1 year
£000
Due within 1 and
3 years
£000
Due between 3
and 5 years
£000
Due after
5 years
£000
Total
£000
Carrying amount
at balance sheet
date
£000
Borrowings
1
175,000 175,000 170,493
Interest on borrowings 12,533 24,804 37,337 27
Lease capital repayments 3,444 6,212 4,946 4,923 19,525 19,525
Lease future interest payments 776 1,089 532 379 2,776
Trade and other financial liabilities
2
103,363 3,806 10 7,169 10 7,169
Non-derivative financial liabilities 120,116 210,911 5,478 5,302 341,807 297, 214
Interest rate swap 723 723 706
Interest rate cap 1,216 422 1,638 1,762
Derivative financial liabilities 1,939 422 2,361 2,468
Contractual cash flows
2022
Due within
1 year
£000
Due within 1 and
3 years
£000
Due between 3
and 5 years
£000
Due after
5 years
£000
Total
£000
Carrying amount
at balance sheet
date
£000
Borrowings
1
175,000 175,000 169,950
Interest on borrowings 8,937 23,433 32,371 213
Lease capital repayments 2,151 4,391 4,811 3,967 15,320 15,320
Lease future interest payments 863 1,396 798 582 3,639
Trade and other financial liabilities
2
38,932 4,974 43,906 43,906
Non-derivative financial liabilities 50,883 209,194 5,609 4,549 270,236 229,389
Interest rate swap
Interest rate cap
Derivative financial liabilities
1 For the purpose of these tables, borrowings are defined as gross borrowings excluding lease liabilities and fair value of derivative instruments.
2 Consists of trade and other payables that meet the definition of financial liabilities under IAS 32.
There is no difference between the fair value and carrying amounts of the financial assets and liabilities except for borrowings as
detailed below.
Moonpig Group plc | Annual Report and Accounts 2023
178
Notes to the Consolidated Financial Statements
22 Financial risk management continued
Capital management
The objectives for managing capital are to safeguard the Group’s ability to continue as a going concern, in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an efficient cost of capital structure. To maintain or adjust the capital
structure in future periods, the Group may pay dividends, return capital through share buybacks, issue new shares or take other steps
to increase share capital and reduce or increase debt facilities.
As at 30 April 2023, the Group had gross borrowings of £175,000,000 through the Term Loan B. At time, during FY23, the Additional
RCF of £60,000,000 was drawn. The Group remains compliant with its banking covenants.
Interest on senior facilities is based on a margin ratchet, which operates within a range of 3.00% to 3.75% for the Term Loan B and a
range of 2.50% to 3.25% for the Additional RCF, dependent on the Group’s latest six-monthly consolidated senior net leverage ratio:
At 30 April 2022, the ratio was below 2.00:1, therefore interest was payable in the first half of FY23 at SONIA plus a margin of
3.00% on the Term Loan B and a margin of 2.50% on the Additional RCF.
At 31 October 2022, the ratio was between 2.00:1 and 2.50:1, therefore interest was payable in the second half of FY23 at SONIA
plus a margin of 3.25% for the Term Loan B and 2.75% for the Additional RCF.
At 30 April 2023, the ratio was below 2.00:1, therefore the margins payable on senior facilities in the first half of FY24 will revert to
the rates prevailing in H1 FY23.
Bank loans and loan notes
The fair value of bank loans is determined using a discounted cash flow valuation technique calculated at a prevailing interest rate of
7.47%, which is an unobservable input, and therefore can be considered as a level 3 fair value as defined within IFRS 13:
Note
2023
Book value
£000
2023
Fair value
£000
2022
Book value
£000
2022
Fair value
£000
Non-current borrowing external bank loans 19 170,493 144,109 169,950 154,230
23 Commitments and contingencies
a) Commitments
The Group entered a financial commitment in respect of floristry supplies of £59,000 (2022: £126,000) and rental commitments of
£12,000 (2022: £72,000) which are due within one year.
b) Contingencies
Group companies have given a guarantee in respect of the external bank borrowings of the Group which amounted to £255,000,000
at 30 April 2023. This includes the Term Loan B of £175,000,000, the Original RCF of £20,000,000 and the Additional RCF of
£60,000,000. Both the Original RCF and the Additional RCF are undrawn at 30 April 2023.
24 Related party transactions
Transactions with related parties
The Group has earned other income from subletting space at its head office to an entity formerly under common control.
2023
£000
2022
£000
Other income from related parties formerly under common control 1,319 1,433
At the balance sheet date, the Group had the following balances with entities formerly under common control:
2023
£000
2022
£000
Trade and other receivables from other related parties formerly under common control 150 458
Trade and other payables with other related parties formerly under common control (638) (638)
There is no expected credit loss provision recognised in relation to the above receivables as the probability of default and any
corresponding expected credit loss are immaterial to the Group.
179
Strategic report Corporate governance Financial statementsStrategic report
24 Related party transactions continued
Compensation of key management personnel of Moonpig Group plc
The amounts disclosed in the table are the amounts recognised as an expense during the reporting year related to key management
personnel. Key management personnel are defined as the Directors as they are the members of the Group with the authority and
responsibility for planning, directing and controlling the activities of the Group.
Further detail in respect of the Directors remuneration can be found within the Directors’ Remuneration report on pages 104 to 124.
2023
£000
2022
£000
Short-term employee benefits 1,655 3,007
Post-employment pension and medical benefits 54 53
Share-based payment schemes 7,435 6,667
Total compensation relating to key management personnel 9,144 9,727
25 Related undertakings
A full list of subsidiary undertakings as defined by IFRS as at 30 April 2023 is disclosed below. Titan Midco Limited is held directly by
the Company and all other subsidiary undertakings are held indirectly.
The equity shares held are in the form of ordinary shares or common stock. The effective percentage of equity shares held in subsidiary
undertakings is 100% in all cases.
Subsidiary undertakings Number Country of incorporation Principal activity
Cards Holdco Limited
1
12170467 England and Wales Trading company, management services
Moonpig.com Limited
1
03852652 England and Wales Trading company
Titan Midco Limited
1
13014525 England and Wales Holding company
Horizon Bidco B.V.
2
72238402 Netherlands Holding company
Greetz B.V.
2
34312893 Netherlands Trading company
Full Colour B.V.
2
34350020 Netherlands Trading company
Experience More Limited
1
03883868 England and Wales Trading company
1 Registered office address is Herbal House, 10 Back Hill, London, EC1R 5EN, United Kingdom.
2 Registered office address is Herikerbergweg 1-35, 1101 CN Amsterdam, Noord-Holland.
All subsidiaries have a year-end of 30 April.
Titan Midco Limited is exempt from the Companies Act 2006 requirements relating to the audit of their individual financial statements
by virtue of Section 479A of the Companies Act as this Company has guaranteed its subsidiary companies under Section 479C of the
Companies Act.
In accordance with article 408 of the Dutch Civil Code, Horizon Bidco B.V. issued a declaration of joint and several liability in respect
of its consolidated participants. The declaration covered and resulted in the standalone Horizon Bidco B.V. entity being exempt from
an audit. Additionally, Full Colour B.V. is exempt from an audit under the Dutch Civil Code by virtue of its size.
Experience More Limited was acquired on 13 July 2022.
26 Events after the balance sheet date
There were no adjusting or non-adjusting events after the balance sheet date.
Moonpig Group plc | Annual Report and Accounts 2023
180
Notes to the Consolidated Financial Statements
Company Balance Sheet
As at 30 April 2023
Note
2023
£000
2022
£000
Non-current assets
Investments 4 845,468 845,468
845,468 845,468
Current assets
Debtors: amounts falling due within one year 5 53,428 40,524
Cash and cash equivalents 447 1,343
53,875 41,867
Total assets 899,343 8 87,335
Current liabilities
Creditors: amounts falling due within one year 6 5,567 103
5,567 103
Non-current liabilities
Creditors: amounts falling due after more than one year 6 4,219 5,543
4,219 5,543
Total liabilities 9,786 5,646
Equity
Called-up share capital 7 34,211 34,211
Share premium 7 278,083 278,083
Retained earnings 7 535,232 534,634
Share-based payment reserve 7 42,031 34,761
Total equity 889,557 881,689
Total equity and liabilities 899,343 887,3 35
The accompanying notes are an integral part of the Parent Company financial statements.
As permitted by Section 408 of the Companies Act 2006, the profit and loss of the Company has not been presented in these financial
statements. The profit for the financial year dealt with in the financial statements of the Company was £598,000 (2022: £95,000).
The financial statements on pages 181 to 187 were approved by the Board of Directors of Moonpig Group plc (registered number
13096622) on 28 June 2023 and were signed on its behalf by:
Nickyl Raithatha
Chief Executive Officer
28 June 2023
Andy MacKinnon
Chief Executive Officer
28 June 2023
181
Strategic report Corporate governance Financial statements
Company Statement of Changes in Equity
For the year ended 30 April 2023
Note
Share
capital
£000
Share
premium
£000
Retained
earnings
£000
Share-based
payment
reserve
£000
Total
equity
£000
As at 1 May 2021 34,211 277,83 7 534,539 27,060 873,647
Profit for the year 95 95
Total comprehensive income for the year 95 95
Share-based payments 7 7,701 7,701
Proceeds from IPO share issue 7 246 246
As at 30 April 2022 34,211 278,083 534,634 34,761 881,689
Profit for the year 598 598
Total comprehensive income for the year 598 598
Share-based payments 7 7, 270 7, 2 70
As at 30 April 2023 34,211 278,083 535,232 42,031 889,557
The accompanying notes are an integral part of the Parent Company financial statements.
Moonpig Group plc | Annual Report and Accounts 2023
182
Notes to the Company Financial Statements
1 General information
Basis of preparation
Moonpig Group plc (the “Company” or “Parent Company”) is a public limited company which is listed on the London Stock Exchange
and is domiciled and incorporated in England, the United Kingdom under the Companies Act 2006 (the “Act”), as applicable to
companies using FRS 101. The Company was incorporated on 23 December 2020 and adopted Financial Reporting Standard 101
Reduced Disclosure Framework (“FRS 101”) from that date. The Company’s registered address is Herbal House, 10 Back Hill, London,
EC1R 5EN.
In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of UK-
adopted International Accounting Standards, but makes amendments where necessary in order to comply with the Companies Act
2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken, including those relating to:
A cash flow statement and related notes;
Comparative year reconciliations;
Disclosures in respect of transactions with wholly owned subsidiaries;
Disclosures in respect of capital management;
The effects of new but not yet effective IFRSs; and
Disclosures in respect of the compensation of key management personnel.
As the consolidated financial statements of the Group include equivalent disclosures, the Company has also taken the exemptions
under FRS 101 available in respect of the disclosures under IFRS 2 related to Group-settled share-based payments.
The preparation of the financial statements requires the Directors to make estimates and assumptions that affect the reported amounts
of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities.
The Company financial statements have been prepared in Sterling, which is the functional and presentational currency of the
Company. All figures presented are rounded to the nearest thousand (£000), unless otherwise stated.
The Directors have used the going concern principle on the basis that the current profitable financial projections and facilities of the
consolidated Group will continue in operation for a period not less than 12 months from the date of this report.
Amounts paid to the Company’s auditors in respect of the statutory audit were £35,000 (2022: £16,000). The charge was borne by a
subsidiary company and not recharged.
Critical accounting judgements and estimates
In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of
the accounting policies and the reported amounts of assets and liabilities. Actual results may differ from these estimates. Estimates and
underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
Carrying amount of investment in subsidiary
The areas of critical accounting judgements and estimates which have the greatest potential effects on the amounts recognised in the
financial statements are the key assumptions in the impairment review on the investment recognised on the Company balance sheet.
Annually, the investment balance is subject to an impairment review, the critical accounting judgements and estimates made in the
value in use calculation of the investment’s recoverable amount are:
Pre-perpetuity period of seven years (April 2022: eight years);
Pre-perpetuity compound annual revenue growth rate of 12.7% (April 2022: 13.3%); and
Discount rate of 14.0% (April 2022: 12.7%).
Sensitivity analysis relating to these critical accounting judgements and estimates are set out in Note 4. In addition, the reasons
why the Company considers that a seven-year period is appropriate and why it considers that the Company meets the reliability
requirements of IAS 36, are also set out at Note 4.
183
Strategic report Corporate governance Financial statements
Notes to the Company Financial Statements
2 Summary of significant accounting policies
Investment in subsidiary
The investment in subsidiary is held at cost, less any provision for impairment. Annually, the Directors consider whether any events
or circumstances have occurred that could indicate that the carrying amount of the investment may not be recoverable. If such
circumstances do exist, a full impairment review is undertaken to establish whether the carrying amount exceeds the higher of net
realisable value or value in use. If this is the case, an impairment charge is recorded to reduce the carrying amount of the related
investment.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a
deduction from the proceeds.
Other accounting policies
For other accounting policies, please refer to the Group accounting policies on pages 147 to 153.
3 Directors’ emoluments
The Company has no employees. Full details of the Directors’ remuneration and interests are set out in the Directors’ Remuneration
report on pages 104 to 124.
4 Investments
2023
£000
2022
£000
At the beginning of the year 845,468 845,468
At the end of the year 845,468 845,468
The Company’s share price decreased during the year and the carrying amount of the Company’s investments was more than its
market capitalisation on the reporting date. IAS 36 specifies each of these as indicators that impairment may have arisen. Accordingly,
the Company has assessed the recoverable amount of its investment in subsidiary. Recoverable amount is determined as the higher of
the fair value less costs of disposal and value in use (“VIU”) based on estimated future cash flows that are discounted to their present
value.
Estimated future cash flows are based on the approved Group plan, including the FY24 budget, for the three years ending 30 April
2026. The estimated future cash flows are identical to those used for the Group’s viability statement. They have been extended by a
further four years before applying perpetuity using an estimated long-term growth rate. When estimating value in use, the Group does
not include estimated future cash flows that are expected to arise from improving or enhancing the asset’s performance.
The use of a pre-perpetuity projections period of more than five years is a critical accounting judgement. The Company considers
that a seven-year period is appropriate to reflect the fact that online penetration of the single greeting cards market is relatively low
and there is headroom for continued growth for at least seven years, potentially longer. The single greeting cards market is key to the
Company’s assessment of growth rate, as sales of gifting products are achieved through persuading card-first customers to attach a
gift to their order. The Company also believes that a seven-year pre-perpetuity growth period is appropriate to reflect the fact that
penetration of the overall UK gift experiences market by the experience gifting aggregator segment remains low. OC&C estimates
that gift experience aggregators represented only £0.3bn of the overall £6.8bn UK experience gifting market in 2022. The Company
believes that there is headroom for continued growth for at least seven years, potentially longer. The assumed year-on-year reduction
in the pre-perpetuity period of one year is intended to reflect the effluxion of time, which the Directors consider to be prudent as
OC&C’s June 2023 Market Report indicates that there has been no reduction in the size of the remaining addressable online market
during the past year.
The Company considers that it meets the reliability requirements of IAS 36 as there is evidence of its ability, based on past experience,
to forecast cash flows accurately over a period of longer than five years. The online segment of the single cards market has an
established track record of growth across two decades, driven by offline-to-online demand migration. Combined with the stable and
predictable behaviour of the Company’s customer base, this has meant a consistent historical profile of revenue growth over time. The
Company has also demonstrated its ability to forecast cash flows over the longer term, and has a positive track record of forecasting
accuracy. Whilst revenue performance in FY23 was below the Company’s initial expectations, this was largely mitigated at Adjusted
EBITDA level and was driven by cyclical and short-term external market factors rather than any structural market change.
The potential impact of climate change on estimated future cash flows is not considered significant, as set out at Note 11 to the Group
consolidated financial statements.
Moonpig Group plc | Annual Report and Accounts 2023
184
4 Investments continued
The Company has identified the following key assumptions as having the most significant impact on the VIU calculation:
Key assumptions
2023 2022
Pre-tax discount rate (%)
1
14.0% 12.7%
Revenue growth rate (%)
2
12.7% 13.3%
Pre-perpetuity period (years) 7 8
1 The discount rate is a pre-tax rate that reflects the current market assessment of the time value of money and the risks specific to the cash generating units. The pre-tax
discount rates used to calculate value in use are derived from the Group’s post-tax weighted average cost of capital.
2 The compound annual growth rate (“CAGR”) represents the average yearly growth rate over the pre-perpetuity period.
The Company has performed sensitivity analysis to assess the impact of a plausible change in each key assumption in the VIU.
The relevant scenario, in relation to a revenue decrease, is consistent with the more severe downside scenario (Plausible Scenario 2)
prepared in connection with the viability statement at pages 72 and 73.
The Company has separately modelled the impact of a 1%pts increase in the discount rate, a 15% decrease in the forecasted revenue
and a reduction in the pre-perpetuity period from seven to six years. The Company has also modelled a scenario in which all three of
these changes arise concurrently. The below table summarises the results of these sensitivities:
Sensitivity analysis
2023
£m
Original headroom 139.2
Headroom using a discount rate increased by 1%pts 17.5
Headroom using a 15% decrease in forecasted revenue (226.9)
Headroom using a pre-perpetuity period reduced by one year 73.0
Headroom combining all three sensitivity scenarios detailed above (349.0)
In the sensitivity scenario in relation to a decrease in the forecasted revenue, the value-in-use would be lower than the carrying
amount. In relation to the discount rate and the pre-perpetuity period assumptions, further modelling was undertaken to assess
the point at which headroom would be reduced to £nil. For the carrying amount and recoverable amount to be equal, the pre-tax
discount rate would need to increase by 1.5%pts from 14.0% to 15.5% and the pre-perpetuity period would need to reduce from
seven to four years (each sensitivity applied individually).
No impairment to the carrying amount of the investment has been recorded in the current year, reflecting the fact that the carrying
amount remains higher than the recoverable amount. However, in view of the outcome of the sensitivity analysis, the Directors have
identified that each of the three key assumptions are a major source of estimation uncertainty that has a significant risk of resulting
in an adjustment to the carrying amount within the year ending 30 April 2024 under paragraph 125 of IAS 1. We have therefore
provided the disclosure above of quantification of all key assumptions in the value in use estimate and the impact of a change in
each key assumption.
The Directors specifically considered fact that the Company’s market capitalisation at the reporting date was lower than the carrying
amount of its investments in subsidiaries. They concluded that no impairment is required because of this, basing their conclusion on
the value in use calculation. The Directors do not consider that volatility in listed companies’ share prices is necessarily related to the
recoverable amount of their investments in subsidiaries. Movements such as this are not unique to
the Company.
Subsidiary undertakings are disclosed within Note 25 of the Group financial statements.
185
Strategic report Corporate governance Financial statements
5 Debtors
2023
£000
2022
£000
Current
Amounts owed by Group companies 53,393 40,250
Other receivables 15 245
Prepayments 20 29
Debtors 53,428 40,524
Within the amount owed by Group companies is a loan receivable subject to interest and repayable on demand. At 30 April 2023,
the amount bears interest at a rate of 5% (2022: 3%). IFRS 9 expected credit losses have been assessed as immaterial in relation to
both balances.
6 Creditors
2023
£000
2022
£000
Current
Other payables 4,361
Other taxation and social security 1,157
Accruals 49 103
Creditors 5,567 103
2023
£000
2022
£000
Non-Current
Other payables 2,967 4,205
Other taxation and social security 1,252 1,338
Creditors 4,219 5,543
The increase in the current other payables and taxation and social security balances relate to the vested tranche of the cash
component of the Pre-IPO awards that will be paid out (along with the national insurance cost) within one year.
Non-current other payables relate to the remaining tranche of the cash component of the Pre-IPO awards, which remain non-current.
Refer to Note 20 of the Group’s consolidated financial statements for further details.
Notes to the Company Financial Statements
Moonpig Group plc | Annual Report and Accounts 2023
186
7 Share capital and reserves
Called-up share capital
Ordinary share capital represents the number of shares in issue at their nominal value. Ordinary shares in the Company are issued,
allotted and fully paid-up. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are
entitled to one vote per share at meetings of the Company.
Shareholding as at 30 April 2023:
2023
Number of
shares
2023
£000
2022
Number of
shares
2022
£000
Allotted, called-up and fully paid ordinary shares of £0.10 each 342,111,621 34,211 342,111,621 34,211
As at 30 April 2023, ordinary share capital represents 342,111,621 ordinary shares with a par value of £0.10. During the current year the
Company has not changed its share capital.
Share premium
Share premium represents the amount over the par value which was received by the Company upon the sale of the ordinary shares.
Upon the date of listing the par value of the shares was £0.10 but the initial offering price was £3.50. Share premium is stated net of
direct costs of £736,000 (2022: £736,000) relating to the issue of the shares.
Share-based payment reserve
The share-based payment reserve represents the corresponding increase to reserves in relation to the share-based schemes in
operation.
8 Related party transactions
Under FRS 101 “Related party disclosures” the Company is exempt from disclosing related party transactions with entities which it
wholly owns. There are no other related party transactions.
9 Events after the balance sheet date
Refer to Note 26 of the Group financial statements.
187
Strategic report Corporate governance Financial statements
Adjusted EBITDA
Adjusted EBITDA is a measure of the Group’s operating performance and debt servicing ability. It is calculated as operating profit
adding back depreciation and amortisation and adjusting items (Note 5 of the Group financial statements).
Depreciation and amortisation can fluctuate, is a non-cash adjustment and is not linked to the ongoing trade of the Group.
Adjusting items are excluded as management believe their nature distorts trends in the Group’s underlying earnings. This is because
they are often one-off in nature or not related to underlying trade.
A reconciliation of operating profit to Adjusted EBITDA is as follows:
2023
£000
2022
£000
Operating profit 48,461 48,937
Depreciation and amortisation 22,653 14,361
Adjusting items 13,085 11,585
Adjusted EBITDA 84,199 74,883
Adjusted EBIT
Adjusted EBIT is the operating profit and before Adjusting items.
2023
£000
2022
£000
Operating profit 48,461 48,937
Adjusting items 13,085 11,585
Adjusted EBIT 61,546 60,522
Adjusted PBT
Adjusted PBT is the profit before taxation and before Adjusting items.
2023
£000
2022
£000
PBT 34,905 39,960
Adjusting items 13,085 11,585
Adjusted PBT 47,990 51,545
Adjusted PAT
Adjusted PAT is the profit after taxation, before adjusting items and the tax impact of these adjustments.
The adjusted PAT is used to calculate the underlying basic earnings per share in Note 9 of the Group financial statements.
2023
£000
2022
£000
PAT 26,607 31,439
Adjusting items 13,085 11,585
Tax impact of the above (1,823) (1,350)
Adjusted PAT 3 7,869 41,674
Alternative performance measures
Moonpig Group plc | Annual Report and Accounts 2023
188
Net debt
Net debt is a measure used by the Group to reflect available headroom compared to the Group’s secured debt facilities.
The calculation is as follows:
2023
£000
2022
£000
Borrowings (170,520) (170,163)
Cash and cash equivalents 22,394 101,677
Lease liabilities (19,524) (15,320)
Net debt (167,650) (83,806)
Ratio of net debt to Adjusted EBITDA
The ratio of net debt to last twelve months Adjusted EBITDA helps management to measure its ability to service debt obligations. The
calculation is as follows:
2023
£000
2022
£000
Net debt ( 167, 650) (83,806)
Adjusted EBITDA 84,199 74,883
Net debt to Adjusted EBITDA 1.99:1 1.12:1
Operating cash conversion
Operating cash conversion is operating cash flow divided by Adjusted EBITDA, expressed as a ratio.
The calculation of operating cash conversion is as follows:
2023
£m
2022
£m
Profit before tax 34.9 40.0
Add back: Net finance costs 13.6 9.0
Add back: Adjusting items (excluding share-based payments) 7.7 4.5
Add back: Share-based payments 5.4 7.0
Add back: Depreciation and amortisation 22.7 14.4
Adjusted EBITDA 84.2 74.9
Less: Capital expenditure (fixed and intangible assets) (22.6) (9.7)
Adjust: Impact of share-based payments
1
1.9 0.7
Add back: (Increase) / decrease in inventories
2
(0.8) 4.8
Add back: Decrease / (increase) in trade and other receivables
2
5.3 (0.3)
Add back: Decrease in trade and other payables
2
(11.8) (10.8)
Operating cash flow
3
56.2 59.6
Operating cash conversion 67% 80%
Add back: Capital expenditure (fixed and intangible assets) 22.6 9.7
Add back: Loss on disposal and impairment of right-of-use asset 0.5
Add back: Decrease / (increase) in debtors with undertakings formerly under common control 0.3 (0.4)
Less: Adjusting items (excluding share-based payments) ( 7.7) (4.5)
Less: Research and development tax credit (0.4) (0.5)
Cash generated from underlying operating activities 71.4 63.9
Settlement of M&A related employee bonuses at Experiences (13.5)
Cash generated from operating activities 57.9 63.9
1 Comprises non-cash share-based payment charges recognised within Adjusted EBITDA and relating to operation of post-IPO Remuneration Policy (£2.2m), net of
employer’s national insurance on the share-based payments relating to pre-IPO awards recognised below Adjusted EBITDA (£0.3m).
2 Working capital movements for the six months ended 31 October 2022 have been adjusted for the opening balances arising upon acquisition of Experiences.
3 Operating cash flow excludes settlement of legacy incentive obligations associated with the acquisition, which were fully provided for in the opening balance sheet.
189
Strategic report Corporate governance Financial statements
Term Definition
Acquisition of
Experiences
The acquisition of the entire issued share capital of Experience More Limited, which completed on
13July2022
Adjusted EBIT Profit before tax, interest and Adjusting Items
Adjusted EBIT margin Adjusted EBIT margin is the Adjusted EBIT divided by total revenue
Adjusted EBITDA Profit before tax, interest, depreciation, amortisation and Adjusting Items
Adjusted EBITDA margin Adjusted EBITDA margin is the Adjusted EBITDA divided by total revenue
Adjusted PBT Profit before tax and Adjusting Items
Adjusted PBT margin Adjusted PBT margin is Adjusted PBT divided by total revenue
Adjusting items Items that are considered exceptional or non-underlying in nature and are either added back or deducted
from performance measures such as EBITDA, EPS and profit before tax to enable like-for-like comparison
between reporting years
Admission The Company’s admission to the Official List and to trading on the Main Market for listed securities of the
London Stock Exchange on 5 February 2021
Alternative
Performance Measures
or APMs
A financial measure of historical or future financial performance, financial position, or cash flows, other
than a financial measure defined or specified in the applicable financial reporting framework
Attached gifting
revenue
Revenue where product(s) are purchased in addition to a card, including the shipping fee that is charged
to the customer and excluding revenue relating to the card
Attach rate The proportion of card orders for which the customer adds a gift to their purchase
Average Order Value
or AOV
Revenue for the year divided by total orders for that year
Board The Board of Directors of the Company
CAGR Compound annual growth rate
Card-attached gifting Gifts that are sent or given in accompaniment to a card, including occasions where the card is purchased
at the same or at a different retailer to the gift
CEO Chief Executive Officer
CFO Chief Financial Officer
Code UK Corporate Governance Code published by the FRC in July 2018
Company Moonpig Group plc, a company incorporated in England and Wales with registered number 13096622
whose registered office is at Herbal House, 10 Back Hill, London EC1R 5EN, United Kingdom
Covid A novel strain of coronavirus causing Covid-19 disease
Customer cohort A collection of customers organised by the fiscal year in which such customer made their first purchase
Customer NPS Customer net promoter score, the percentage of customers rating their likelihood to recommend a
company.
DNED Designated Non-Executive Director for workforce engagement
EPS Earnings per share
ESG Environmental, social and governance
Executive Committee The Executive Directors and the CEO’s direct reports
Existing customer A customer that has placed an order in any previous financial year
Exponent Exponent Private Equity Partners III (SPV) LP
FCA The UK Financial Conduct Authority
Former Parent
Undertaking
Horizon Holdco Limited
FRC The Financial Reporting Council
FSC The Forest Stewardship Council
FY19, FY20, FY21,
FY22, FY23, FY24
The years ended or ending 30 April 2019, 30 April 2020, 30 April 2021, 30 April 2022, 30 April 2023 and 30
April 2024 respectively
Glossary
Moonpig Group plc | Annual Report and Accounts 2023
190
Term Definition
GDPR The UK General Data Protection Regulations and its European Union equivalent
GHG Greenhouse gas
Gifting revenue mix Revenue derived from the sale of non-card products, divided by total revenue
Global Design Platform The Group’s Global Design Platform, which licenses card designs created by established and new
independent freelance designers and publishers
Gross margin rate The ratio of gross profit to revenue, expressed as a percentage
HMRC His Majesty’s Revenue and Customs, the UK tax authority
IFRS International Financial Reporting Standards
IPO The initial public offering of the Company’s ordinary shares
IPO transaction costs Costs in relation to the initial public offering of the Company’s ordinary shares
Moonpig Group or
Group
The Company, its subsidiaries, significant undertakings and affiliated companies under its control or
common control
NED Non-Executive Director
Net debt Total borrowings (including lease creditors) less cash and cash equivalents
New customer A customer that has not previously transacted with the Group
Non-GAAP measure See Alternative Performance Measures above
Operating cash
conversion
Operating cash flow divided by Adjusted EBITDA, expressed as a ratio
Paris Aligned scenario A climate change scenario in which global warming is limited to 1.5°C above the pre-industrial level, the
goal of the Paris Agreement (an international treaty on climate change, adopted in 2015)
PEFC The Programme for the Endorsement of Forest Certification
Post-IPO Remuneration
Policy
The Remuneration Policy in place since Admission
Previously acquired
customers
Customers acquired prior to the year
Prospectus The prospectus relating to the Company, issued on 2 February 2021
Relationship
Agreement
The agreement between the Company and Exponent to ensure that the Company is capable at all times of
carrying on its business independently of its former controlling shareholder and its associates
SASB Standards The SASB Standards maintained by the International Sustainability Standards Board of the IFRS Foundation
SBTi The Science Based Targets initiative to set science-based climate targets
Senior net debt Total borrowings (excluding lease creditors) less cash and cash equivalents
Senior net leverage
ratio
Senior net debt divided by the last twelve months EBITDA, as used to determine the Group’s margin ratchet
as per the Senior Facilities Agreement
SKU Stock Keeping Unit, a unique line of inventory
SONIA Sterling Overnight Index Average, the interest rate benchmark specified in the Senior Facilities Agreement
(as amended)
TCFD The Task Force on Climate-related Financial Disclosures
tCO2e Tonnes of carbon dioxide equivalent, a standard unit for counting GHG emissions
Total orders The total number of orders placed by all customers in the year
TSR Total shareholder return the growth in value of a shareholding over a specified period, assuming that
dividends are reinvested to purchase additional shares
VAT Value added tax
191
Strategic report Corporate governance Financial statements
Shareholder information
Registered office and headquarters
Moonpig Group plc
Herbal House
10 Back Hill
London
EC1R 5EN
United Kingdom
Registered number: 13096622
LEI number: 213800VAYO5KCAXZHK83
Website: www.moonpig.group
Investor relations: investors@moonpig.com
Media: pressoffice@moonpig.com
Company Secretary: company-secretary@moonpig.com
Company Secretary
Jayne Powell
Corporate broker
J.P. Morgan Cazenove
25 Bank Street
Canary Wharf
London
E14 5JP
United Kingdom
Independent auditors
PricewaterhouseCoopers LLP
1 Embankment Place
London
WC2N 6RH
United Kingdom
Registrar
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
United Kingdom
Tel UK: +44 (0)371 664 0300
(calls cost standard geographic rate; lines are open 9.00am to
5.30pm Monday to Friday, excluding public holidays in England
and Wales)
Tel international: +44 (0)371 664 0300
(charged at the appropriate international rate)
Signal Shares shareholder portal: www.signalshares.com
Email: shareholderenquiries@linkgroup.co.uk
Financial calendar 2023
Annual General Meeting 19 September 2023
2024 Half-year results 5 December 2023
2024 Full-year results 27 June 2024
Shareholder enquiries
Our registrars will be pleased to deal with any questions
regarding your shareholdings (see contact details in the opposite
column). Alternatively, you can access www.moonpig.group/
investors/shareholder-faqs where you can access frequently
asked questions including information to allow you to view and
manage all aspects of your shareholding securely, including
electronic communications, account enquiries or amendment to
address.
Investor relations website
The investor relations section of our website,
www.moonpig.group/investors, provides further information
for anyone interested in Moonpig Group plc. In addition to
the Annual Report and Financial Statements and share price,
Company announcements including the full-year results
announcements and associated presentations are also
publishedthere.
Cautionary note regarding forward-looking
statements
Certain statements made in this Report are forward-looking
statements. Such statements are based on current expectations
and assumptions and are subject to a number of risks and
uncertainties that could cause actual events or results to differ
materially from any expected future events or results expressed
or implied in these forward-looking statements. They appear in a
number of places throughout this Report and include statements
regarding the intentions, beliefs or current expectations of the
Directors concerning, amongst other things, the Group’s results
of operations, financial condition, liquidity, prospects, growth,
strategies and the business. Persons receiving this Report should
not place undue reliance on forward-looking statements. Unless
otherwise required by applicable law, regulation or accounting
standard, Moonpig Group plc does not undertake to update or
revise any forward-looking statements, whether as a result of
new information, future developments or otherwise.
Moonpig Group plc | Annual Report and Accounts 2023
192
Printed by a Carbon Neutral Operation (certified: CarbonQuota) under the PAS2060 standard.
Printed on material from well-managed, FSC™ certified forests and other controlled sources. This
publication was printed by an FSC™ certified printer that holds an ISO 14001 certification.
100% of the inks used are HP Indigo ElectroInk which complies with RoHS legislation and meets
the chemical requirements of the Nordic Ecolabel (Nordic Swan) for printing companies, 95% of
press chemicals are recycled for further use and, on average 99% of any waste associated with this
production will be recycled and the remaining 1% used to generate energy.
The paper is Carbon Balanced with World Land Trust, an international conservation charity, who
offset carbon emissions through the purchase and preservation of high conservation value land.
Through protecting standing forests, under threat of clearance, carbon is locked-in, that would
otherwise be released.
CBP019658
Moonpig Group plc Annual Report and Accounts 2023
Moonpig Group plc
Herbal House
10 Back Hill
London
EC1R 5EN
United Kingdom
www.moonpig.group