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Moonpig Group plc Annual Report and Accounts 2024
Annual Report and Accounts 2024
Revenue and profit growth
underpinned by technology
and innovation
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
14 Business model in action
15 Market overview
16 Our strategy
18 Key drivers of growth
20 Section 172 statement and
stakeholder engagement
23 Sustainability
48 Key performance indicators
50 Chief Financial Officer’s review
60 Risk management
67 Viability statement
68 Non-financial and sustainability
information statement
Corporate governance
70 Board of Directors
74 Chair’s corporate governance
introduction
75 Governance framework
76 Corporate governance statement
86 Audit Committee report
96 Nomination Committee report
102 Directors’ remuneration report
118 Directors’ report
121 Statement of Directors’
responsibilities
Financial statements
122 Independent auditors’ report
130 Consolidated income statement
130 Consolidated statement of
comprehensive income
131 Consolidated balance sheet
132 Consolidated statement of changes
in equity
133 Consolidated cash flow statement
134 Notes to the consolidated financial
statements
168 Company balance sheet
169 Company statement of changes
in equity
170 Notes to the Company financial
statements
174 Alternative Performance Measures
176 Glossary
178 Shareholder information
Welcome to Moonpig Group.
We are the online
market leader for
cards and gifting.
At heart we are a technology
platform, but our customers
know us as the leading online
destination for greeting cards,
gifts and flowers.
Corporate governance Financial statementsStrategic report
01
FY23 FY24 FY23 FY24
Operational highlights
Moonpig Plus subscriptions passed half a
million members and Greetz Plus launched.
Database of customer occasion reminders
grown to 90 million (April 2023: 84 million).
Our creativity features were used over 10 million
times to add video and audio messages,
“sticker” images, digital gift vouchers and
AI-driven customised messages to the inside
ofgreeting cards.
App penetration of orders at Greetz increased
to 33% as at April 2024.
Launch of AI semantic search capability,
delivering more relevant and accurate
searchresults.
Upgrade to our recommendation algorithms to
incorporate customer-level data including gift
price preferences.
A tailored online journey for every user,
including personalised homepage banners
and personalised promotions.
Increase in automated customer service
resolutions through AI chatbot deployment.
Targeted testing underway to identify profitable
ways to scale marketing activity in new
geographical markets. Total revenue in Ireland,
Australia and the US grew by 34.3% to £8.7m
(FY23: £6.5m).
Same-day digital gifting launched on Moonpig,
combining gift experiences with e-cards.
Re-platforming of Red Letter Days and Buyagift
is on track with new gallery and landing
pageslaunched.
1 Adjusted EBIT, Adjusted PBT and Adjusted Basic EPS are Alternative
Performance Measures, definitions of which are set out on pages 176 to 177.
2 The Group has amended its definition of Adjusting Items such that
amortisation of intangible assets arising on business combinations
(acquisition amortisation) is now treated as an Adjusting Item. As a result,
current and prior year Alternative Performance Measures are stated
excluding acquisition amortisation of £8.3m (FY23: £7.5m).
Revenue (£m)
Year-on-year growth: 6.6%
Reported PBT (£m)
Year-on-year growth: 32.9%
Reported Basic EPS (p)
Year-on-year growth: 27.3%
Adjusted EBIT
1,2
(£m)
Year-on-year growth: 13.2%
Adjusted PBT
1,2
(£m)
Year-on-year growth: 5.0%
Adjusted Basic EPS
1,2
(p)
Year-on-year growth: (3.1)%
To find out more visit us at:
www.moonpig.group/investors
Financial highlights
FY23
£34.9m
7.8p
13.1p
£55.4m
£320.1m £69.0m
FY24
FY23 FY23 FY24FY24
FY23 FY24
£46.4m
10.0p
12.7p
£58.2m
£341.1m £78.1m
Moonpig Group plc | Annual Report and Accounts 2024
02
At a glance
The leading data and
technology platform for online
greeting cards and gifting in
the UK and the Netherlands.
We operate through four online brands.
United Kingdom
82%
Netherlands
15%
The UK and the Netherlands are our current core markets.
Proportion of revenue by country % of FY24 Group revenue
FY23: 81% FY23: 17% FY23: 2%
Rest of
world
3%
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 our customers’
giftingneeds.
Greetz was founded in
2004 as the Netherlands’
first online greeting
cardservice.
Since then it has evolved
into the leading online
choice for our Dutch
customers’ card and
gifting needs.
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 offers customers
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.
Corporate governance Financial statementsStrategic report
03
Our strategy is to become the ultimate gifting companion.
We have a broad and balanced customer demographic.
% total users split by age group in FY24
FY23
1
: 44% FY23
1
: 56%
% total users split by gender in FY24
FY23
1
: 40% FY23
1
: 38% FY23
1
: 22%
35 – 55
36%
55+
24%
Under 35
40%
Male
41%
Female
59%
Gifting share of revenue
50%
FY23
1
: 51%
££
££
Cards and gifts sold
48.8m
FY23
1
: 49.0m
We use data and technology to create loyal customer relationships.
242
April 2023
1
: 250
Skilled data scientists,
analysts and engineers
10m
FY23: N/a
Card creative
feature usage
3
90m
April 2023: 84m
Moonpig and Greetz
customer reminders set
2
1 FY23 stated for the Group (including Experiences since acquisition on 13 July 2022).
2 As at 30 April 2024. Moonpig and Greetz only.
3 Our creativity features were used over 10 million times to add video and audio messages, “sticker” images, digital gift vouchers and AI-driven customised
messages to the inside of greeting cards. Not applicable for prior year as the features are newly introduced.
Orders
2
33.9m
FY23: 33.8m
Moonpig Group plc | Annual Report and Accounts 2024
04
Chair’s statement
Overview
The past year has been characterised by strengthening in trading
performance with positive and improving revenue growth across
H1 and H2, combined with order volumes moving into growth in
the second half of the year. This trajectory of improvement has
been driven by the Group’s continued focus on technology and
is underpinned by a resilient, profitable and cash generative
business model that uses data to drive customer loyalty.
The majority of the Group’s technology team are now focused
on innovation, which has driven an acceleration of the pace
at which new features are deployed. The Group has delivered
functionality to encourage customers to place orders more
frequently, including the Moonpig Plus and Greetz Plus
subscription memberships, together with card creativity features
such as video and audio messages and AI-driven customised
messages. The Group has continued to tailor how it personalises
recommendations to customers, including more sophisticated
gifting recommendation algorithms and the implementation of
a tailored online journey for every user, including personalised
homepage banners and personalised promotions.
Alongside innovation on the core platform, the Group is
developing a pipeline of initiatives that the Board expects will
drive medium-term growth. Revenue from Moonpig’s websites
outside the UK and the Netherlands increased year-on-year by
34.3% to £8.7m (FY23: £6.5m). The Group is now able to acquire
customers profitably in Ireland and, with the Board’s support,
management is carrying out targeted testing to identify profitable
ways to scale customer acquisition in Australia. Management
is also testing the prototype Moonpig for Work solution for SME
business-to-employee greeting cards andgifting.
Technology re-platforming of the Experience Division websites
continues at pace with a full rebuild of the front end now complete.
Our new integration with a premium dining partner has unlocked
access to a range of gourmet restaurants in London. We have also
launched same-day gifting capability on Moonpig by combining
e-cards with Red Letter Days and Buyagift gift experiences, with
encouraging early traction across peak event days so far.
FY24 performance
The Group delivered revenue of £341.1m in FY24, representing
year-on-year growth of 6.6%. On a pro forma basis (as if
Experiences had been owned throughout FY23) full year revenue
growth was 4.5%, strengthening to 6.6% in the second half of
the year.
Growth was underpinned by trading at Moonpig, where revenue
increased by 8.2% in FY24 with a trajectory of improvement across
the twelve months. In the second half of the year, revenue from
both new and existing customers was in year-on-year growth.
Performance throughout FY24 was strong given a challenging
macroeconomic context in which the wider UK online non-food
market declined year-on-year in every month of FY24
1
. Technology
innovation has enabled the Moonpig brand to outperform its
competitors and continue capturing UK online market share
2
.
The revenue trajectory at Greetz continued to improve, with
year-on-year revenue declines abating to 5.3% in H2 FY24 from
9.8% in H1 FY24 and 20.4% in FY23. Migrating Greetz onto our
unified technology platform in late 2022 prioritised a card-first
online customer journey, impacting headline revenue growth
due to the foregoing of non-core standalone gifting revenue. The
resulting card-first business is now positioned for growth in FY25.
Furthermore, organisational changes have been made such that
Greetz can better leverage Group capabilities in areas such as
marketing and card design and there has been a strong focus on
new technology features such as video and audio messages and
Greetz Plus subscription membership.
Moonpig Group delivered growth in revenue and profit in
FY24, driven by continued focus on technology and data.
1 Source: KPMG-BRC Retail Sales Monitor.
2 Source: OC&C, June 2024.
Corporate governance Financial statementsStrategic report
05
The Board was pleased that the Group’s focus on technology
innovation delivered a return to volume growth in the second
half of the year. Across Moonpig and Greetz, year-on-year orders
growth improved from a decrease of 5.1% in H1 to an increase
of 5.2% in H2 FY24. This more than compensated for the impact
from moving past the full annualisation of card pricing changes
implemented in 2022.
Trading at Experiences has been resilient, increasing by 1.5%
year-on-year on a pro forma basis. The management team
continues to make good progress with strategic delivery,
including the new technology platforming forRed Letter Days
and Buyagift and launch on the Moonpig platform of same-day
digital delivery of gift experiences with an e-card.
The Group has remained focused on profitability, delivering
Adjusted EBITDA of £95.5m (FY23: £84.2m) and an Adjusted
EBITDA margin rate of 28.0% (FY23: 26.3%). Adjusted profit
before tax increased by 5.0% to £58.2m (FY23: £55.4m). This
includes the full-year benefits of insourcing UK fulfilment in FY23.
The Group remains strongly cash generative, with operating cash
inflows of £74.2m (FY23: £56.2m) delivering a reduction in net
leverage to 1.31x (April 2023: 1.99x). The Group has also agreed
a new four-year committed revolving credit facility of £180m,
improving the efficiency and flexibility of our bank borrowings.
Employees
The dedication and hard work of the Group’s people in the
Netherlands, Guernsey and the UK has enabled it to deliver
the return to revenue growth in FY24. On behalf of the Board,
Iwould like to thank all employees for their contribution during
the year.
Sustainability
Moonpig Group’s purpose is to help its customers to connect
with people who they care about. The Board is pleased with the
Group’s progress against its sustainability goals during FY24.
In particular, the Group has made strong progress against
its target to obtain commitments from suppliers to set net
zero emissions reduction targets aligned with SBTi criteria
representing 67% of Scope 3 emissions by 30 April 2030. At the
end of the financial year, the Group had obtained supplier
commitments covering 19.3% of Scope 3 emissions, compared to
9.7% at 30 April 2023.
The Moonpig Group Foundation has continued to support
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 in FY24 included the
Campaign Against Living Miserably in the UK, the Guernsey Society
for Cancer Relief and Stichting Jarige Job in the Netherlands.
Customer net promoter score continues to be affected by the
delivery performance of the postal service providers in the UK
and the Netherlands. Management has a clear strategy to
address this, focused on leveraging the Group’s database of
reminders to encourage earlier ordering and delivery, improving
how the Group communicates estimated delivery dates,
providing more options for tracked delivery andexpanding our
range of digital delivery options.
Board and governance
The Group maintained full compliance with the UK Corporate
Governance Code in FY24, as detailed in the Corporate
governance statement on pages 76 to 85.
The Board has been briefed on the UK Corporate Governance
Code 2024, which will apply to the Group from FY26 generally
and from FY27 for Provision 29, which concerns the Company’s
internal control framework. Work has commenced to facilitate
compliance from the effective dates.
The Board continues to meet the requirement that at least half
itsmembers (excluding the Chair) are Independent Non-
Executive Directors.
During the year, the Group completed its first externally-
facilitated evaluation of the Board and its Committees. The
results were discussed at our March 2024 Board meeting,
together with progress against actions from previous years’
evaluations. Theseare summarised in the Corporate governance
statement on page 83.
Directorate change
Simon Davidson resigned as Nominee Director in April
2024, following Exponent Private Equity LLP’s reduction in its
shareholding below the 10% threshold at which it had a right
to nominate a director to the Board. On behalf of the Board,
Iwould like to thank Simon for the significant contribution that
he has made to Moonpig Group across the last eight years.
Hisinsight and expertise have been of great value to the Board.
Diversity
As at 30 April 2024 and at the date of this report, the Board
has 43% female representation, and therefore meets the Listing
Rule target for at least 40% of individuals on the Board to be
women. We also meet the 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 an ethnic minority background (as the Board currently has
two ethnic minority directors).
During the year, the Board considered the new Parker Review
requirements to improve the ethnic diversity of FTSE 350 senior
management teams and approved an updated Board Diversity
Policy which includes a voluntary target for 15% representation
ofethnic minorities in the Extended Leadership Team by 2027.
The Board remains committed to the FTSE Women Leaders
Review target of at least 40% female representation on the
Extended Leadership Team. Current female representation
at thislevel is 41%. The Group is ranked 32nd in the FTSE 250
for women on boards and in leadership by the FTSE Women
Leaders Review2023.
Audit tender
During the year the Audit Committee carried out a formal tender
of the external audit for the year ending 30 April 2026. Based
on the recommendations of the Audit Committee, the Board
selected PricewaterhouseCoopers LLP. The tender process and
selection criteria are set out in the Audit Committee report on
pages 86to95.
Looking ahead
The Board is pleased with the start to the new financial year
and is confident that the business will deliver long-term value
for shareholders. 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
26 June 2024
Moonpig Group plc | Annual Report and Accounts 2024
06
Chief Executive Officer’s review
Overview
FY24 has been a period of strong financial and strategic
delivery, with activity focused in the following key areas:
Innovation on our unified technology platform, which drove a
strengthening in revenue growth to 6.6% in the second half
of the year. Our product, data and technology teams have
significantly increased the velocity of delivery for customer-
facing growth initiatives. These include Moonpig Plus and
Greetz Plus subscriptions, card creativity features (such as
audio and video messages, group cards, digital delivery of
gift experiences) and AI technologies that leverage data on
previous customer purchase behaviour toenhance gifting
recommendation algorithms.
Continued execution of the transformation project at
Experiences, including phased migration to a new
technology platform and the launch of a new visual identity
for both brands to support differentiated market positioning.
Developing our pipeline of initiatives intended to drive
medium-term growth, including marketing investment in
Ireland, targeted testing to identify profitable ways to scale
customer acquisition in Australia and the US, and testing of
our prototype Moonpig for Work solution for SME business to
employee gifting.
Moonpig Group has maintained its investment in technology,
marketing and operations through the economic cycle due to the
resilience, profitability and cash generation of our business:
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 revenue and 89% of revenue at these
brands was generated from existing customers (FY23: 89%).
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. More generally,
the greeting cards market has a long track record of
recession-resilience.
Adjusted EBITDA margin rate increased to 28.0%
(FY23: 26.3%) through a combination of gross margin
rate improvement and disciplined control of indirect costs.
Our low-inventory strategy means that profit margins are
not exposed to significant stock-related risks.
Our business is highly cash generative. We improved the
ratio of net debt to Adjusted EBITDA to 1.31x at 30 April 2024,
from 1.99x at 30 April 2023.
We delivered a return to revenue growth, underpinned
by acceleration in technology innovation.
Corporate governance Financial statementsStrategic report
07
Leveraging data and technology
Last year, we completed a multi-year project to unite Moonpig
and Greetz onto a single technology platform. This freed
most of our technology teams to focus on innovation and
experimentation, driving an acceleration of the pace at which
we deploy new features.
We have further enhanced our use of AI to personalise
customerexperience:
Significant upgrade to our algorithms by incorporating
individual customer level data into our gift recommendation
engine, unlocking the ability to show different price ranges to
different customer cohorts.
Introduced personalisation elements into all parts of the
journey, including homepage banners and promotions
unique to the individual customer.
Enhanced the capabilities of our AI-powered Customer
Service chatbot, driving a significant reduction in the number
of customer contacts being handled by agents.
Launched AI semantic search capability, using large
language models to better understand and interpret
customer search terms, which will drive increasingly more
relevant search results over time.
We are leveraging technology to drive higher customer
lifetime value:
Moonpig Plus subscriptions passed the milestone of half
amillion members, with continued strong sign-up rates and
promising renewal rates for the first cohort who joined in
June2023.
Greetz Plus launched in January 2024 and is following a
similar encouraging trajectory to the UK.
Our creativity features were used over 10 million times,
allowing customers to add video and audio messages,
“sticker” images, digital gift vouchers and AI-driven
customised messages to greeting cards.
We are building deeper network effects:
We have deployed features that enable online interaction
with recipients (such as video messages and digital gifts)
and message contributors (group cards), increasing the
potential to convert them into new customers.
Moonpig for Work is live in beta version for several customers
ahead of planned launch in FY25. This solution is initially
targeted at SME business-to-employee card giving and
gifting around events such as birthdays, workanniversaries
and Christmas.
We are investing in technology at Experiences, and upgrading
how we cross-sell gift experiences to Moonpig customers:
We have launched same-day gifting capability on Moonpig
by combining e-cards with digital gift experiences, with
encouraging early traction across peak event days so far.
Technology re-platforming of the Red Letter Days and
Buyagift websites continues at pace with a full rebuild of the
front end now complete.
We completed an integration with a premium dining partner
unlocking access to restaurants inLondon such as Harvey
Nichols, Benihana, Colonel Saab, Corrigan’s Mayfair
andHarrods.
Building our brands
Our strategy remains focused on delivering revenue growth
through our existing customer base and we grew Moonpig and
Greetz revenue from existing customers by 5.9% to £261.3m
(FY23: £246.8m). Our key areas of focus remain:
Continuously improving how we leverage our database
of 90million customer occasion reminders (April 2023:
84million) to communicate with customers. Reminders
represent a powerful ecosystem, enabling us to engage with
customers at moments of high card-giving intent, and drive
asignificant proportion of Moonpig and Greetz revenue.
Encouraging customer sign-up to Moonpig Plus and Greetz
Plus, as well as migrating Greetz customers to the app that
we launched in FY23. Greetz app penetration increased
during the year to 33% (April 2023: 22%).
Raising customer awareness of differentiated card creativity
options that we believe will drive customer loyalty and
increase lifetime value. By showcasing innovative features
such as video and audio messages, we emphasise that our
offering is superior to the online and offline competition.
This message is delivered through our website real estate,
social media and video on demand. Initiatives include the
“With Greetz you give more than a card” campaign in the
Netherlands and new creative advertising copy for Moonpig,
which we plan to launch across all channels including TV in
the UK in FY25.
We were pleased that revenue from newly acquired customers
moved back into year-on-year growth at Moonpig in H2 FY24,
whilst the behaviour of cohorts acquired in the past year
remained consistent with historical cohorts. Our brands are
powerful assets, built over several decades, with high levels of
consumer awareness and a strong association with convenience,
service and range. Across FY24 we have maintained significant
investment in marketing in the UK and the Netherlands, in line
with prior year levels. We continue to acquire loyal customer
cohorts that deliver lifetime value rather than pursuing short-
term, transactional revenue.
We want to build a pipeline of early-stage revenue expansion
initiatives and have increased our activity in new geographical
markets. Revenue from Moonpig websites in Ireland, Australia
and the US grew by 34.3% to £8.7 million (FY23: £6.5 million).
Wesuccessfully increased new customer acquisition in Ireland
and are conducting tests to identify scalable marketing strategies
in Australia and the US. Additionally, we are enhancing the
customer proposition by introducing localised card design
ranges, expanding the gifting range (through physical gifts in
Ireland and Australia and retail gift vouchers in the US) and
building partnerships with local gifting providers. Where we gain
confidence in customer lifetime value in any of these markets,
wewould look to further scale our marketing investment.
At Experiences, we have continued 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 is more value-led. A new, fresh visual identity has been
rolled-out at each brand. We have also increased marketing
investment during the key pre-Christmas trading period,
supplementing the optimisation of performance marketing with
new brand marketing activity focused around online video and
social media to build awareness and purchase consideration.
Moonpig Group plc | Annual Report and Accounts 2024
08
Chief Executive Officer’s review continued
Evolving our range
Our customers love well-known brands that provide
reassurance that the gift will delight the recipient. As part
of our ongoing programme to onboard “trusted brands” at
Moonpig, we expanded our partnership with Virgin Wines
to cover personalised still and sparkling wine and launched
Hotel Chocolat in February 2024, which instantly became one
of ourmost popular gifting options. Similarly, at Greetz we are
likewise strengthening our roster of trusted brands, for instance
through the recent launch of Lindt chocolate.
We have established a unified global team responsible for
all designs on greeting cards and personalised gifts. This
team continues to negotiate with global licensors to bring
internationally recognised properties to Greetz that already
feature on Moonpig. Given the popularity of “sticker” images that
customers can use to personalise the inside of greeting cards
on Moonpig and Greetz, we have also expanded our range of
sticker designs to include images from franchises such as Disney
Princess, Marvel, Star Wars and Harry Potter.
In FY24, our Experiences division onboarded “hero” brands such
as Champneys Health Spa and W Hotels. With Moonpig scaling
sales of gift experiences as both physically printed codes in cards
and instantly delivered digital attachments to e-cards, we are
now focused on expanding our range of mid-priced experiences
in categories such as casual dining that resonate well with
Moonpig customers.
In the current trading environment, we have also focused on
operational process efficiency and the delivery of improvements
in gross margin. We delivered an increase in Group gross margin
rate to 59.4% (FY23: 56.1%), the reduction in inventories to £7.1m
(April 2023: £12.3m) and an extension in the Greetz cut-off time
for same-day dispatch to 11pm for all cards, gifts andflowers.
Maintaining high ethical, environmental
andsustainability standards
We continue to execute against our sustainability strategy,
which commits the Group to eight long-term goals focused on
the environment, its people and its communities. In particular,
the Group has made strong progress against its target to obtain
commitments from suppliers to set net zero emissions reduction
targets aligned with SBTi criteria, representing 67% of Scope 3
emissions by 30 April 2030. At the end of the financial year, the
Group had obtained supplier commitments covering 19.3% of
Scope 3 emissions, compared to 9.7% at 30 April 2023.
A key area of focus remains customer net promoter score, which
has been impacted by the delivery performance of postal service
providers in the UK and the Netherlands. To address this, we
have implemented a clear strategy focused on:
Encouraging earlier ordering and delivery, including sending
the first reminder message to customers 14 days before
eachoccasion.
Improving how we communicate estimated delivery dates.
Our new “date first” user experience flows at the checkout
on our website and apps clearly inform customers about
the possibility of scheduling their orders for cards and gifts
inadvance.
Providing more options for tracked delivery. We have
collaborated with Royal Mail to introduce a tracked delivery
service at an attractive consumer price. This service,
available during peak demand periods such as Christmas,
Valentine’s Day, and Mother’s Day, allows customers to send
greeting cards even after the cut-off for first-class letter post.
Expanding our digital offering to include e-cards with same-
date digital delivery of a gift experience, leveraging the
range of Red Letter Days and Buyagift.
We are passionate about diversity in the technology sector. As at
30 April 2024, the combined representation of women and ethnic
minorities on our extended leadership team stands at 49% (April
2023: 52%). Female representation at this level is 41%, exceeding
the 40% target set by the FTSE Women Leaders Review Target.
We were proud to be ranked 32nd in the FTSE 250 for women
onboards and in leadership by the FTSE Women Leaders
Review2023.
Nickyl Raithatha
Chief Executive Officer
26 June 2024
Corporate governance Financial statementsStrategic report
09
Moonpig Plus
andGreetz Plus
At the end of May 2023, we introduced Moonpig
Plus subscriptions. This scheme offers a package
of benefits including discounts on greeting
card purchases in return for an annual fee,
incentivising and rewarding increased usage.
The response has been positive, with over half
a million customers becoming members so far.
Building on this success, we launched Greetz
Plus in January 2024, which has resulted in
customer order frequency increases similar
to those seen with MoonpigPlus.
Looking ahead, we will continue to refine
and enhance the scheme, adding benefits
and features to encourage higher subscription
uptake and increase order frequency.
Personalised
audio messages
As part of our strategy to differentiate the inside
of our cards from competitors, we introduced
a unique feature in FY23 that allows customers
to add custom video messages to any Moonpig
or Greetz greeting card. Building on this, we
launched audio messages across both brands
in October 2023.
Customers can choose their favourite card
design and upload a personalised video or
audio message. We then print the card with
a QR code linked to this media. The recipient
can easily access and enjoy the personalised
message by scanning the QR code with
theirsmartphone.
Both innovations have proven popular.
By 30 April 2024, over 500,000 audio and
video messages had been sent, helping
our customers to connect meaningfully
with those they care about.
Moonpig Group plc | Annual Report and Accounts 2024
10
Moonpig Group is a leading international gifting platform with
a rich history of innovation and growth. 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 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 trading on
the London Stock Exchange’s Main Market for listed securities.
In July 2022, the Group completed the acquisition of Experiences,
which operates the Red Letter Days and Buyagift brands. The
acquisition was closely aligned to 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 greeting cards and gifting. This has involved several large
foundational projects, including the migration of Greetz onto our
unified technology platform and the opening of new, state-of-
the-art operational facilities in the UK andtheNetherlands.
Since completing these foundational projects, the Group’s
technology, data and product teams have focused on growth
initiatives and product innovations, such as AI-generated ‘smart
text’ greeting card messages, the ability to add personalised
video and audio messages to cards and the ability to send group
cards containing messages from multiple contributors.
Features launched in the last twelve months include Moonpig
Plus and Greetz Plus membership subscriptions, same-day
digital capability on Moonpig by combining gift experiences with
e-cards, a range of physical gifts in Australia and retail gift cards
in the US. In addition, our B2B product Moonpig for Work is live
in beta version for several customers ahead of planned launch
in FY25.
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
Our journey
We have transformed our
business into a technology
and data platform for gifting.
2004
Greetz was founded in
the Netherlands
2007
Moonpig introduced gifts
2000
Moonpig, the first
online greeting cards
business, was founded
2010
Greetz introduced flowers
2021
Moonpig Group
floated on the
London Stock Exchange
2018
Moonpig Group
acquired Greetz
03
01
02
2023
Moonpig introduced digital
gifting in greeting cards
Moonpig launched its subscription
membership service, Moonpig Plus
Moonpig and Greetz launched
innovative new card features,
including:
Video and audio messages
Expanded library of
‘‘sticker” images
and enhanced
photo options
Group cards
‘Smart text’ AI
functionality to help
customers create
personalised messages
Corporate governance Financial statementsStrategic report
11
2022
March
Moonpig launched in Ireland
July
Moonpig Group acquired Experiences
(Red Letter Days and Buyagift)
September
Greetz completed its migration
onto the unified technology platform
Moonpig Group opened operational
facilities in the UK and the Netherlands
Greetz launched new iOS and
Android apps
2024
Greetz launched its membership
subscription service, Greetz Plus
Moonpig introduced same-day digital
gifting with an e-card
Moonpig launched a physical gift
range in Australia and retail gift
cards in the US
Following our IPO
04
Moonpig Group plc | Annual Report and Accounts 2024
12
1 Source: OC&C, June 2024. Based on Moonpig’s relative UK market share.
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 90m reminders as at
30 April 2024.
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
At Moonpig and Greetz, our data-driven growth
flywheel drives customer retention and lifetime value.
Business model
Corporate governance Financial statementsStrategic report
13
At Experiences, our strategy is to drive growth by focusing
on the conversion of recipients into future customers.
Quality and
breadth
of range
Shopper
experience
Flexibility
and choice
Recipient
experience
Extensive range 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
geographical 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 can leverage
Moonpig’s proprietary
dataset on customer gifting
intent. This journey is
underway with an offering
of over 300 digital gifts
on Moonpig.com as at
30April2024.
Moonpig Group plc | Annual Report and Accounts 2024
14
Business model in action
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 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%
1
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.
Moonpig has extended the online redemption touchpoint
to recipients through digital gift experiences 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 72%
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.
Our platform is a data-driven gifting
recommendation engine.
1 Source: OC&C, December 2020.
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15
Market overview
1 Source: OC&C, June 2024.
2 Of the £58bn total gifting market, £34bn is standalone gifts, £22bn is gifts attached to a card and £2bn is greeting cards.
3 UK total cards market of £1.6bn in 2023 comprises £1.4bn single greeting cards and £0.2bn boxed card sets.
4 Addressable market stated excluding gifting in cash. In the UK this is estimated by OC&C at £10bn, suggesting a total gifting market in the UK of £50bn
including gifting in cash.
The overall gifting market is large and underpenetrated.
Total addressable market size UK, Ireland and the Netherlands
1, 2
UK gift experience market size 2023
Data-driven insight into
customers’ intent
Competitive advantage
in attached-gifting
Untapped non-attached
gifting opportunity
Cards
£2bn
Sales through
experience gifting
aggregators
£270m
Card-attached gifting
£24bn
Experience gifting market
£7bn
Total gifting
£58bn
4
Total UK gifting spend
£40bn
4
Ireland NL UK
£0.1bn £0.3bn £1.6bn
3
£3bn £15bn £40bn
£1bn £4bn £19bn
Moonpig Group plc | Annual Report and Accounts 2024
16
Our strategy
Our strategy is to become the
ultimate gifting companion.
What this means
What we have done
We aim to ensure that customers are 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.
Marketing campaigns at both Moonpig and Greetz
have showcased the creative personalisation features
such as video messages, which make our cards more
meaningful to the recipient.
We launched Moonpig Plus subscription membership
for UK customers in May 2023, followed by Greetz
Plus in January 2024, to promote existing customer
purchase frequency and retention.
We have grown our database of customer occasion
reminders across Moonpig and Greetz from 84m at
April 2023 to 90m at April 2024.
We are testing our prototype Moonpig for Work
solution for SME business-to-employee greeting cards
and gifting ahead of intended full launch in FY25.
At Experiences we have continued to differentiate
the Red Letter Days and Buyagift brands, so that
the former emphasises iconic experiences and a
more curated range, whilst the latter is more value-
led. Anew visual identity has been rolled-out at
eachbrand.
Building
our brands
Strategic focus
What this means
What we have done
We aim to use technology to harness our
extensive and unique dataset on customers’
gifting behaviour, generating highly relevant,
personalised gifting recommendations.
Our algorithms are optimised across 301m cumulative
transactions as at April 2024 (April 2023: 266m)¹.
Asleaders in the online segment of the greeting card
market, Moonpig captures approximately six times
2
and
Greetz captures over three times
2
more customer data
daily compared to our closest competitors.
We have continued to roll out innovative card features.
Last year’s launch of video messages has been
followed by the introduction of audio messages, a
broader range of “sticker” images that can be added to
the inside of each card and introducing AI-generated
‘smart text’.
We continue to use AI to personalise recommendations
to customers. For instance, our gift recommendations
now use customer-level data (in addition to the data
from personalisation of greeting cards).
On Moonpig and Greetz we have implemented
a significant improvement in on-site search
functionality through the deployment of AI semantic
searchtechnology.
We have implemented social sign-in through Google
and Apple for Moonpig and Greetz.
We have implemented changes to increase customer
confidence around delivery including a new “delivery
date first” checkout user experience, improved address
validation and improved order tracking.
At Experiences, we are re-platforming the shopper
website to enhance site speed, improve on-site search
results and boost search engine optimisation (“SEO”).
The new platform will also enable the deployment of
new functionalities, such as the additional payment
options introduced this year.
Leveraging
data and
technology
Strategic focus
Corporate governance Financial statementsStrategic report
17
What this means
What we have done
We strive to offer the perfect card and gift
for every relationship and occasion.
To achieve this, we continuously improve our range for
cards, physical gifts and gift experiences. As we refine our
algorithms 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 adapt our greeting card
range for international markets, for instance rolling
out licensed properties at Greetz, introducing ‘mom’
cards for the US and strengthening our range of Holy
Communion and Confirmation cards in Ireland.
In the UK, we have continued to build our range of
trusted brands that give consumers confidence in
the gifting proposition, including the launch of Hotel
Chocolat and the extension of our partnership with
Virgin Wines to cover sparkling wines.
We have launched our first range of physical gifts in
Ireland and in Australia.
We launched a range of digital retail gift cards, which
can be added to physical greeting cards in the US
and to e-cards in the UK.
At Experiences, we have focused on acquiring
premium partners such as Champneys Health Spa
and W Hotels, and launched a restaurant booking
integration that has strengthened our gourmet
restaurant offering.
Evolving
our range
Strategic focus
1 Cumulative transactions as of April 2024. All-time for Moonpig, from
1 September 2018 (post-acquisition) to April 2024 for Greetz and from
13 July 2022 (post-acquisition) to April 2024 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.
Transforming
the inside of our
greeting cards
Having set a market-leading standard for the outside
of greeting cards, we have focused in the last year on
transforming the customer and recipient experience
relating to the inside of each card.
In FY24, our innovative card creativity features including
video and audio messages, “sticker” images for the
inside of cards, emojis, flexible photographs, code-in-a-
card digital gifting and AI-driven customised messages
were used over 10 million times.
Creative features are a key component of our strategy
toincrease purchase frequency. Our card editor offers
a market-leading user experience and enables
customers to create feature-rich greeting cards that
delight recipients. By innovating new personalisation
features, we aim to deepen customer engagement and
enhance the overall appeal of Moonpig and Greetz
greeting cards.
Moonpig Group plc | Annual Report and Accounts 2024
18
Key drivers of growth
A compelling growth
opportunity with clear,
compounding growth drivers.
Moonpig and Greetz
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
Maintaining and growing brand awareness, highlighting
the creative features that differentiate our greeting cards.
Always-on marketing to acquire customers in the UK,
Ireland and the Netherlands.
Ongoing, focused marketing tests in Australia and the US
to identify the most efficient strategies for acquiring new
customers in these regions.
Improving the recipient experience to amplify network
effects, increasing the propensity of recipients to become
future customers.
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.
Continuing to grow our database of occasion reminders.
Developing the Moonpig Plus and Greetz Plus
subscription memberships.
Increasing iOS and Android app penetration at Greetz.
Ongoing testing of our prototype Moonpig for Work
solution for SME business-to-employee greeting cards
and gifting.
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
Ongoing programme of improvements in user experience
and personalised gift recommendations.
Continuing to onboard more of the trusted consumer
brands that resonate with our customers and recipients.
Driving growth in digital gifting, for instance e-cards plus
gift experiences in the UK.
Extending our range of physical gifts in Ireland and
Australia and expanding sales of third-party retail gift
vouchers in the US.
Enabler
Technology
and data
platform
What this means
Moonpig and Greetz have scalable, custom-
built technology and proprietary algorithms
optimised across millions of data points.
As we capture more data on gifting intent,
we are able to offer increasingly relevant
gifting recommendations to customers, in turn
drivingrevenue.
Future priorities
The majority of our technology resource is now
focused on revenue growth initiatives, either
through developing new and innovative features or
optimisation of our algorithms and user experience.
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.
Corporate governance Financial statementsStrategic report
19
Experiences
Growth drivers
Customer
acquisition
What this means
The UK gift experiences segment of the
market is estimated at £7 billion
1
and 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
Further strengthening and differentiating the Red Letter
Days and Buyagift brands.
Optimisation of performance marketing capabilities.
Improving site speed through technology re-platforming,
which should improve SEO and increase the percentage
of website traffic that converts into orders.
Emphasising complete flexibility to exchange, giving
peace of mind to the giver.
Recipient-
to-customer
conversion
What this means
We want to capture recipient data consent
during the online redemption journey to
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 process.
Future priorities
Continuing to expand our experiences range to ensure
we have the broadest and best offering.
Expanding the proportion of the range that can be
booked directly online, so that redemption is on the
Red Letter Days and Buyagift platforms.
Adding new opportunities for upsell at the point
ofredemption.
Leveraging
synergy with
Moonpig
What this means
We are using 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 on
the Moonpig website and apps.
Driving Moonpig customer awareness of digital gifting
options, including same-day digital delivery of gift
experiences with an e-card and gift experiences printed
inside physical greeting cards.
Strengthening the Experiences product range in those
categories and price-points that appeal most to
Moonpig customers.
Enabler
Technology
and data
platform
What this means
We are part-way through transforming
Experiences from a transactional online
retailer into a technology-first business.
Future priorities
We will complete the roll-out of a new technology
platform for the shopper websites, increasing site
speed and hence SEO and conversion rate.
Implementing a new data platform to facilitate business
decision making based on data and analytics.
On the redemption websites, we will continue to
integrate with experience providers so that more
experiences are redeemed on our platform.
1 Source: OC&C, June 2024.
Moonpig Group plc | Annual Report and Accounts 2024
20
Section 172 statement and stakeholder engagement
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 FY24 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 70 to 121 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 differentiates
the Group from its
competitors.
At Experiences we
focus on the conversion
of recipients into
futurecustomers.
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
Wide geographical
choice of location for gift
experiences and peace
of mind that the recipient
has flexibility of choice
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 features such as audio messages
anddigital gifts within greeting cards before rolling them out to
allcustomers.
The Group aims to achieve a customer Net Promoter Score (“NPS”) 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 continue to improve the Experiences technology platform to enable
a better and more personalised online customer experience.
We offer a range of delivery options to suit customers’ timescales.
We are committed to prioritising technology security and data protection
as explained on page 66.
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
focus on accelerating
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
Wide geographical
choice of location 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 invests 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, and now offer the
ability for card customers to add digital gifts from our Red Letter Days
and Buyagift ranges.
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.
Corporate governance Financial statementsStrategic report
21
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, an annual all-employee strategy conference, and an annual
strategy showcase, all 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 networks and affinity groups,
which provide supportive forums for under-represented employee
groups. See page 42.
Regular health and safety assessments are carried out to ensure the
wellbeing of all employees.
We engaged with the Dutch Works Council ahead of organisational
changes at Greetz and the planned relocation of the Amsterdam office
to Almere.
The Board engages with employees both through a 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. Refer to page 78.
The Group provides an independent whistleblowing service to
encourage employees to raise relevant concerns anonymously and/or
confidentially. This service is communicated proactively to employees
and annual training on whistleblowing is provided to all employees.
During FY24, one whistleblowing report was raised (FY23: none). The
report was made directly to the Company Secretary who investigated
the allegations thoroughly and confidentially, with oversight from
the Audit Committee Chair. No evidence was found to support the
allegations. The outcome was reported to the Board.
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sustainability
strategy delivery
We maintain open communication with investors through disclosures in
the Annual Report, investor presentations and trading updates. These
are 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 79.
All Directors attended the Annual General Meeting held on
19September2023.
Proactive shareholder engagement is carried out by the Non-Executive
Directors whenever the Board or its Committees identify matters arising
that merit discussion with shareholders. See page 79 of the Corporate
governance statement.
Regular updates are provided to the Board on market sentiment,
investor relations activity and equity research reports.
At IPO, a Relationship Agreement was put in place to ensure that
the Company was capable at all times of carrying on its business
independently of Exponent, its former controlling shareholder. On 25
April2024, Exponent ceased to be a substantial shareholder of the
Company, the Relationship Agreement accordingly ceased to have
effect and the Nominee Director appointed by Exponent resigned.
Moonpig Group plc | Annual Report and Accounts 2024
22
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.
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 and GHG emissions.
A Supplier Code of Conduct is available on our corporate website,
outlining expectations for ethical conduct, environmental sustainability
and social responsibility.
We collaborate with key outsourcing partners to raise
operationalperformance.
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 to set net zero targets from
suppliers representing 67% of Scope 3 emissions by April 2030 and in
FY24 we commenced a related programme of supplier engagement.
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.
Ourcharitable donations in FY24 are summarised on page 25.
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 operational facilities in the UK and the Netherlands 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% (FY23: 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 FY24, the Group planted 66 hectares of woodland in partnership with
Tree-Nation, in addition to offsetting Scope 1 and 2 emissions.
The Group has set a target to reduce Scope 3 emissions by 97% tCO
2
/
Revenue by 2050 versus FY22.
The Board monitors the Group’s progress against our 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 continued
Corporate governance Financial statementsStrategic report
23
Sustainability
The Groups sustainability
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 who care about each other and through its support
for charities. We have built on these foundations through
ongoing delivery against the Group’s sustainability strategy.
Our sustainability strategy commits the Group to eight
long-term goals focused on the environment, its people
anditscommunities.
Sustainability goals
See pages 23 to 25
Environment (including TCFD)
See pages 26 to 41
People
See pages 42 to 43
Communities
See pages 44 to 45
SASB Standards
See pages 46 to 47
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
Moonpig Group plc | Annual Report and Accounts 2024
24
Delivery against the Groups sustainability goals in FY24
Goal Progress to date Next steps for FY25
Goal 1 – Deliver net zero direct
emissions by 2050.
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, validated by the
SBTi; (b) reduce operational emissions
by at least 90% by 2050; and (c) offset
any emissions that cannot be reduced.
Reduction targets are expressed
relative to total emissions of 677tCO
2
e
in the baseline year of FY20
1,2
.
In FY24, the Group’s total Scope 1 and 2 emissions were
535tCO
2
e
2
, (FY23: 540tCO
2
e
4
) representing a reduction of
21% from FY20 baseline
1
emissions of 677tCO
2
e.
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.
The reduction in emissions was driven by the full-year
impact of the FY23 opening of 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.
During FY24 we conducted energy audits to understand
potential actions to reduce operational emissions.
We have offset Scope 1 and 2 emissions from the previous
year by investing through Climate Impact Partners, which
obtains independent verification from a recognised
accreditation body for each project that it works with.
Solar panels are to be fitted
at our Netherlands facility
in FY25 under a lease
agreement recently put
inplace with the landlord.
We will implement the
findings of the recently
completed energy audits.
We will consolidate our
Dutch footprint by relocating
head office functions from
Amsterdam to our facility
inAlmere.
We will continue to procure
renewable energy for our
offices and operational
facilities, exploring
decentralised options such
as solar panels. Wewill
also prioritise energy
efficiency enhancements
and investigate strategies
to reduce natural
gasconsumption.
Goal 2 – Deliver net zero value chain
emissions by 2050.
The Group aims to deliver Net Zero
value chain emissions by 2050:
Obtain commitments from suppliers
to set net zero emissions reduction
targets aligned with SBTi criteria
representing 67% of Scope 3
emissions by 30 April 2030.
Reduce Scope 3 emissions
intensity by 97% tCO
2
e/£1m of
revenue
3
by 2050, using FY22 as
the baselineyear, offsetting any
emissions which cannot be reduced.
We have re-expressed Scope 3 emissions intensity for the
baseline year of FY22
1
from 433tCO
2
e/£1m of gross profit
to 233tCO
2
e/£1m of revenue
3
. Absolute baseline Scope 3
emissions remain unchanged at 80,928tCO
2
e.
In FY24, we reduced emissions by 60tCO
2
e from our
baseline. Revenue intensity remained broadly consistent
between FY22 and FY24, offsetting the reduction in
absolute emissions is the £39m Covid-related revenue
boost in FY22. Emissions by category and measurement
methodologies are set out at pages 35 to 41.
As at 30 April 2024, we had obtained commitments from
suppliers representing 19.3% of Scope 3 emissions to set net
zero emissions reduction targets aligned with SBTi criteria.
The GHG emissions disclosure on pages 35 to 36 includes
details of our Scope 3 categories, our organisational and
operational boundaries and the methodologies we use to
measure value chain emissions.
The Group intends to
continue to work with its
delivery partners, focusing
in FY25 on those that do
not have publicly disclosed
reduction targets.
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 FY24, we achieved 66% cumulative delivery against
this five-year goal (FY23: 46%). In partnership with Tree-
Nation, we planted 66 hectares of woodland, comprising
103,000 trees (FY23: 99,000), in addition to any emissions
offsetting conducted within Goal 1.
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. 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 FY25.
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, which includes FY22 Experiences emissions.
2 Scope 2 emissions are calculated using the “location-based” method. For comparatives using the “market-based” method, see page 35.
3 The emissions target has been re-expressed as the Group has decided to align its intensity reporting metric with the Corporate Sustainability Reporting Directive
and therefore is presented its intensity targets as a function of revenue. In FY23 the target was expressed as a reduction of 97% tCO
2
e/£1m gross profit.
4 The FY23 Scope 1 emissions have been increased by 9tCO
2
e compared to the FY23 ARA to correctly reflect the measurement of gas consumption in kWh.
Sustainability continued
Corporate governance Financial statementsStrategic report
25
Goal Progress to date Next steps for FY25
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 2024, the combined representation of women
and ethnic minorities on the Leadership Team
1
was 49%
(April 2023: 52%).
Across the Group, 50% of individuals newly appointed into
Leadership Team
1
roles were female (FY23: 42%).
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%.
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.
The Group’s average engagement score across two
surveys was 61%, in-line with the prior year
2
(61%) but
below our long-term goal (72%). The results reflect
the continued challenges of operating in an economic
downturn, characterised by more disciplined cost control
and greater pressure to meet targets.
Management has focused during the year on increasing
employees’ understanding of the Group’s strategy and
it was particularly pleasing that the April 2024 score for
“Iunderstand the long-term strategic direction for Moonpig
Group” improved from 62% to 81%.
Our action plan for FY25
employee engagement is
built around raising the
proportion of employees
who agree with the survey
statement “I feel proud to
work for this company.”
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 FY24 the Moonpig Group Foundation made
charitable donations totalling £176,000 (FY23: £211,000).
As at 30 April 2024 the Foundation has cumulatively
donated £620,000 (30 April 2024: £444,000) to third-party
charities since being set up in FY21.
The Group also made charitable donations on its own
account totalling £436,000; £304,000 to the Foundation
and £132,000 direct to charities (FY23: £70,000, all to
theFoundation).
Employees in each of our
locations have chosen a
cause to support in FY25.
The chosen charities are
Campaign Against Living
Miserably (UK), The Willow
Foundation, The Ivy Trust
(Guernsey) and Stichting
Jarige Job(Netherlands).
Goal 7 – Maintain the level of new
hires into technical roles
3
at around
45% women.
To deliver the Group’s strategy, we
need to hire highly skilled technology
workers from all areas of society.
In FY24 40% of new hires into technical roles were female
(FY23: 45%). As at 30 April 2024, 33% of employees in
these teams are female (FY23: 34%).
We have confidence in our ability to increase these KPIs.
Our current performance remains favourable compared
to the wider market, which we attribute to having built
excellent relationships with gender diversity organisations
such as SheCanCode and Women In Tech.
During the year, we have continued to develop our
mentoring and experiences programmes with them.
There are opportunities to
more closely align recruitment
processes at Experiences
with recruitment processes
already operated at Moonpig
andGreetz.
We will continue our
partnership with Cajigo,
atechnology platform
focused on mentoring
womenin technology.
Goal 8 – Reach and maintain a
top-quartile Customer NPS score
of at least 70.
The Group’s mission is to help people
connect and it is important that
the Group’s customers believe it
isdoingthis.
For FY24, the Group’s weighted average customer NPS
score was 57 (FY23
2
: 60). The reduction in customer NPS
from 71 in FY22 is driven by issues with postal delivery and
primarily reflects the impact of poor delivery performance
by the postal services in both the UK and theNetherlands.
Our FY25 plans focus on:
(1) leveraging our database
of reminders to encourage
earlier ordering and delivery.
(2) UX improvements
in relation to how we
communicate estimated
delivery dates; (3) providing
more options for tracked
letterdelivery.
1 Comprises the Executive Committee (including Executive Directors) and their direct reports who are also members of the Extended Leadership Team.
2 Employee engagement score and customer NPS for FY23 is stated for Moonpig and Greetz only. For FY24 we have extended measurement to Experiences,
hence figures are stated for the Group.
3 Technical roles for these purposes comprise those in technology security, engineering, product and analytics.
Sustainability continued
Moonpig Group plc | Annual Report and Accounts 2024
26
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
In FY24, the proportion of sustainably sourced paper, card and packaging across all our brands was 100% (FY23: 100%) in the UK
andthe Netherlands and 98% (FY23: 98%) globally. In addition, all cards, envelopes and packaging procured by Moonpig and
Greetz in the UK and Netherlands are reusable, recyclable or compostable.
The Group is committed to phasing out single-use plastic packaging through our own operations and throughout its value chain.
Single-use plastics have been completely removed from the Group’s operations in the UK during FY24 and we intend to completely
remove them from our operations in the Netherlands in FY25. The Group also has a packaging waste management programme in
place. At Experiences, all experience gift cards are made of compressed paper rather than plastic.
Statement of the extent of consistency with the TCFD framework
The Group’s disclosure is based on the requirements of “Recommendations of the Task Force on Climate-related Financial Disclosures”
published in June 2017 and “Implementing the Recommendations of the TCFD” published in June 2021 by the TCFD. To ensure clear and
concise disclosure of the progress made during the past year, only material changes are set out in this report. The Group’s full sustainability
disclosure, including relating to climate is set out in the Sustainability Report, which can be accessed at www.moonpig.group/investors.
Additionally, the Group has ensured compliance with the Companies Act 414CB and has indicated in the below table which of the climate-
related disclosures, outlined in Section 414CB, are addressed by the TCFD recommended disclosures.
The following table sets out the extent of consistency of Group’s disclosures with the four recommendations and the eleven recommended
disclosures set out in the initial TCFD 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 26 to 41:
TCFD pillar TCFD recommended disclosure Status CA 414CB
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 page 28. (a)
b) Describe management’s role in
assessing and managing climate-
related risks and opportunities.
Management’s role is described at page 28. (a)
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 29 to 33.
(d)
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30.
(e)
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 ensure full consistency
with this requirement within the next three years.
Refer to page 30.
(f)
Corporate governance Financial statementsStrategic report
27
TCFD pillar TCFD recommended disclosure Status CA 414CB
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34.
(b)
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 34.
(b)
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 34 and
summary of the Group’s risk management process
at pages 60 to 66.
(c)
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 on page 35. One TCFD cross-industry
metric category (internal carbon prices) is not
disclosed, however this is because the Group
does not use internal carbon prices due to its low
carbonfootprint.
(h)
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 FY24 and FY23 is set out on page
36 to 37.
(h)
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 37 to 41.
(g)
Disclosure level:
Full consistency Partial consistency Omitted disclosure
Voluntary assurance over TCFD disclosures
The Group has not obtained voluntary assurance over any area of FY24 TCFD reporting.
Sustainability continued
Moonpig Group plc | Annual Report and Accounts 2024
28
Stakeholder engagement
We took significant steps in FY23 to strengthen and formalise our sustainability governance framework. We have focused
inthe last twelve months on embedding this, whilst engaging with external stakeholders.
Several independent agencies rate our sustainability performance throughout the year including MSCI, Sustainalytics and
ISS ESG, and we engage on a regular basis to ensure the accuracy of their monitoring.
We also participate voluntarily in the Carbon Disclosure Project (“CDP”), a not-for-profit charity that runs a global disclosure
system for investors, companies, states and public authorities. Our engagement with the CDP involves disclosure of our
carbon emissions data and climate-related strategies allowing investors, stakeholders and the public to assess our
environmental impact and efforts to mitigate climate change. Through the disclosure process, we gather insights into our
environmental impact and identify areas for improvement. We were pleased to see our CDP score for 2023 improve year-on-
year from D to B, which is the third highest of the eight CDP scoring bands.
Sustainability risk management
In FY24, the Group incorporated the review of sustainability risks into its risk management framework, producing its first
sustainability risk register, which was approved by the Board in March 2024. The principal sustainability risks are set out
inthe Sustainability Report on the Group’s corporate website.
This followed an exercise, led by the Group’s Sustainability Working Group, to identify potential risks relating to climate
change, nature, human capital, human rights, circular economy, materials sourcing and value chain, technology security
and data protection and water and marine resources.
This work is part of the Group’s work for the expected UK Government endorsement of IFRS S1 and S2, the first two IFRS
Sustainability Disclosure Standards issued by the International Sustainability Standards Board.
Alignment of incentives
The Board considers that the inclusion of climate-related measures in leadership remuneration is important for ensuring
alignment of interests. The Remuneration Committee has applied a phased approach, starting with the introduction of
sustainability measures for the annual bonus in FY22, initially for the Executive Directors and Executive Committee members.
In FY23, the Group introduced a sustainability measure relating to climate change, based on the renewable energy mix at
the Group’s two new fulfilment centres. Recognising that most of our carbon footprint relates to value chain emissions, this
was accompanied by a gateway requirement to measure the Group’s Scope 3 GHG emissions and set a reduction target.
For FY24 and FY25, we have expanded this approach such that all members of the Executive Committee and Extended
Leadership Team have a bonus measure that aligns with the Group’s Sustainability Goal 2. This goal is to obtain
commitments from suppliers to set net zero emissions reduction targets aligned with SBTi criteria.
TCFD Pillar 1: climate governance
Disclosures (a) and (b) – Board oversight and management role
The Group has governance arrangements in place relating to the assessment and management of climate-related risks and
opportunities that are based on the TCFD’s all-sector guidance. These are set out in full in the FY23 Annual Report and Accounts
andin the Group’s FY24 Sustainability Report, which can be accessed at www.moonpig.group/investors.
During FY24, the Board continued its oversight of the Group’s climate-related risks and opportunities. Three key focus areas were
the Group’s sustainability governance framework, the expansion of focus from climate-related risks and opportunities to incorporate
sustainability-related risks and opportunities and the alignment of incentives for the Extended Leadership team to that of the Executive
Committee with respect to climate-related measures.
The environment continued
Corporate governance Financial statementsStrategic report
29
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 unchanged from prior year and further
described on pages 31 to 33:
Category Theme Risk or opportunity
Physical risks Acute and chronic physical risks
R1
Operational sites and distribution exposure to physical risks
Transition risks Price analysis and
regulatorychanges
R2
Carbon tax and pricing mechanisms in a Paris Agreement
Aligned scenario
The path to decarbonisation
R3
Potential consumer preference changes in a Paris Agreement
Aligned scenario
R4
Future failure of suppliers to decarbonise in a Paris
Agreement Aligned scenario
Transition opportunities Price analysis and
regulatorychanges
O1
Increased usage of renewable energy and on-site
solargeneration
The path to decarbonisation
O2
Decarbonisation of distribution
O3
Lower carbon product portfolio, sustainable wood products
and packaging
O4
Increased consumer demand for recycled content
O5
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%), Medium (>5% <=10%) 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.
Whilst the Group has assessed each risk in relation to the above defined impact, the Group considers a risk to be material if it has
either a high impact on Adjusted EBITDA or is judged to have a sufficiently important impact to our stakeholders. This definition of
material differs from that used within our financial reporting as we have deemed a material financial impact to the business, in this
scenario, to be aligned to our risk management criteria and thus would be deemed a principal risk if it met this threshold.
Moonpig Group plc | Annual Report and Accounts 2024
30
TCFD Pillar 2: climate strategy continued
Disclosure (b) – impact of climate-related risks and opportunities
The Group’s assessment of the impact of climate-related risks and opportunities is based on the TCFD’s all-sector guidance. During the
current financial year, there has been no material change to this assessment. It is disclosed in full in the Group’s FY23 Annual Report
and Accounts and in the FY24 Sustainability Report, which can be accessed at www.moonpig.group/investors.
Implications for financial statements
The Group has considered the impact of climate-related risks and opportunities in preparing the financial statements in the Notes
to the consolidated financial statements on page 134. 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 FY24.
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 of accelerated depreciation is required. This was not deemed to involve the exercise
of significant judgement given the low probability of impact.
As the Group’s Scope 3 emissions make up 99.3% of its carbon footprint, the Group’s focus is on obtaining commitments from suppliers
to set emissions reduction targets aligned with SBTi criteria (in line with the Group’s Sustainability Goal 2). It therefore does not expect
to deploy material capital expenditure on the delivery of Scope 1 and 2 emissions reductions.
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 32. 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.
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 the latest 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 £30m 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 26 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 are committed to ensuring compliance with this requirement within the
next three years.
Sustainability continued
The environment continued
Corporate governance Financial statementsStrategic report
31
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.
Solar panels are to be fitted at our Netherlands
facility in FY25 under a lease agreement recently
put in place with the landlord.
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.
We have set a goal to obtain commitments from
suppliers to set net zero targets covering 67% of
Scope 3 emissions by April 2030, and increased
coverage from 9.7% to 19.3% during FY24. Our
main distribution partners across the UK, NL,
Ireland and Australia have SBTi commitments.
The Group intends to continue to work with its
delivery partners focusing in FY25 on those that
donot have publicly disclosed reduction targets.
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.
Our card, envelopes and packaging are 98%
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 accelerated following the acquisition of
Experiences in FY23.
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 display FSC recycling logos on all our cards
sold in the UK and the Netherlands. We are now
working to implement the same for cards ordered
and printed in other geographies.
Reforesting initiatives By meeting its reforesting goal (see page 24),
the Group can improve its reputation
amongstconsumers.
The Group intends to fund the planting of a further
66 hectares of forest in FY25.
Moonpig Group plc | Annual Report and Accounts 2024
32
TCFD Pillar 2: climate strategy continued
Primary climate-related risks
TCFD category Risk Potential impact Potential mitigation Impact assessment
Physical (acute
andchronic)
R1
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,
Droitwich, 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
R2
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 Adjusted 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 £30m 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 39 to 41) 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
R3
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 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 (pages 39 to 41), 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, leveraging the launch of e-cards with digital gift experiences
duringFY24.
Short
term
Medium
term
Long
term
1.5°C Low Low Medium
4.0°C N/a N/a N/a
Technology
R4
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 set a goal to obtain commitments from suppliers to set net zero
emissions reduction targets aligned with SBTi criteria representing 67% of Scope 3
emissions by 30 April 2030.
The Group engages proactively with suppliers and as at 30 April 2024 had
obtained commitments from suppliers covering 19.3% of Scope 3 emissions
(April2023: 9.7%).
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 Adjusted EBITDA), Medium (>5% <=10% impact on Group Adjusted EBITDA)
or Low (<=5% impact on Group Adjusted EBITDA) within each time horizon. The risk classification is raised where a matter is assessed as having become
sufficiently important to stakeholders.
Sustainability continued
The environment continued
Corporate governance Financial statementsStrategic report
33
TCFD Pillar 2: climate strategy continued
Primary climate-related risks
TCFD category Risk Potential impact Potential mitigation Impact assessment
Physical (acute
andchronic)
R1
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,
Droitwich, 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
R2
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 Adjusted 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 £30m 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 39 to 41) 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
R3
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 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 (pages 39 to 41), 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, leveraging the launch of e-cards with digital gift experiences
duringFY24.
Short
term
Medium
term
Long
term
1.5°C Low Low Medium
4.0°C N/a N/a N/a
Technology
R4
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 set a goal to obtain commitments from suppliers to set net zero
emissions reduction targets aligned with SBTi criteria representing 67% of Scope 3
emissions by 30 April 2030.
The Group engages proactively with suppliers and as at 30 April 2024 had
obtained commitments from suppliers covering 19.3% of Scope 3 emissions
(April2023: 9.7%).
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 Adjusted EBITDA), Medium (>5% <=10% impact on Group Adjusted EBITDA)
or Low (<=5% impact on Group Adjusted EBITDA) within each time horizon. The risk classification is raised where a matter is assessed as having become
sufficiently important to stakeholders.
Moonpig Group plc | Annual Report and Accounts 2024
34
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 first 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 61.
The Group’s assessment of its material climate-related risks and opportunities is summarised at pages 31 to 33. There have been no
changes made in FY24.
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 32) 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 39.
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 29,
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 sustainability 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 integrated into its overall risk management framework, as set out at page 60.
The Group’s climate risk register was approved by the Board on three occasions during the year.
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
page67).
Sustainability continued
The environment continued
Corporate governance Financial statementsStrategic report
35
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 FY24 FY23
2
Cross-industry metrics:
Absolute GHG emissions Absolute Scope 1 emissions
R2
R3
tCO
2
e 31 35
6
Absolute GHG emissions Absolute Scope 2 emissions
1
R2
R3
O1
tCO
2
e 504 505
Absolute GHG emissions Absolute Scope 3 emissions
R2
R3
R4
tCO
2
e 80,868 87,486
Transition risks Proportion of fixed assets exposed to transition risks N/a %
Physical risks Proportion of fixed assets exposed to physical risks
R1
% 19 27
Climate-related
opportunities
Revenue from products or services that support
transition to a lower-carbon economy
O3
O4
O5
%
Capital deployment Percentage of annual revenue invested in R&D
oflow-carbon products/services
O3
O4
%
Internal carbon prices Internal carbon price
R2
N/a
3
N/a
3
N/a
3
Remuneration Proportion of executive management remuneration
linked to climate considerations
O1
O2
O3
% 10.0 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
R4
% 19.3 9.7
Sustainably sourced
cards and gifts
Scope 3 economic emissions intensity (tCO
2
e / £1m
of revenue
4
)
R3
R4
tCO
2
e/£1m of
revenue
4
237.0 268.0
Low carbon delivery Distribution emission per 1,000 orders
O2
tCO
2
e/order 0.136 0.115
Low carbon
manufacturing and
fulfilment
Proportion of energy consumption from
renewablesources
O1
% 65 59
More accurate emissions
measurement
Proportion of Scope 3 emissions measured using
primary data
5
O2
% 46 41
1 Absolute Scope 2 emissions calculated using the “market-based” method were 110tCO
2
e in FY24, a 4.0% decrease year-on-year compared to 114 tCO
2
e
inFY23.
2 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 The emissions target has been re-expressed since FY23 as the Group has made the decision to align reporting with the Corporate Sustainability Reporting
Directive and therefore has presented its intensity targets as a product of revenue rather than gross profit.
5 Primary data is data provided by suppliers or others that directly relate to specific activities within the value chain.
6 The FY23 Scope 1 emissions have been increased by 9tCO
2
e compared to the FY23 ARA to correctly reflect the measurement of gas consumption in kWh.
Moonpig Group plc | Annual Report and Accounts 2024
36
TCFD Pillar 4: climate metrics and targets continued
Disclosure (b) – greenhouse gas emissions
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 2022 (for FY23) and 2023 (for FY24) UK Government GHG
Conversion Factors for Company Reporting are used to convert energy use in operations to emissions of tCO
2
e.
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”).
GHG emissions (tCO
2
e)
FY24 FY23
1,6
UK
2
NL
Rest of
world Total UK
2
NL
Rest of
world Total
Scope 1: Emissions from combustion of gas 10 21 31 10 25 35
5
Scope 2: Emissions from purchased electricity 236 268 504 220 285 505
Total operational emissions (tCO
2
e) 246 289 535 230 310 540
Scope 1 and 2 Intensity ratio: tCO
2
e/£1m of revenue
4
0.87 5.64 1.57 0.87 5.59 1.65
Scope 3: Emissions from indirect sources
Category 1: Purchased goods and services 60,969 10,052 329 71,350 58,698 13,835 119 72,651
Category 2: Capital goods 430 78 508 3,523 2,758 6,281
Category 3: Fuel and energy related activities 63 14 77 63 16 79
Category 4: Upstream transportation and distribution 483 99 5 587 243 26 1 270
Category 5: Waste generated in operations 10 3 13 8 9 17
Category 6: Business travel 105 28 133 66 16 82
Category 7: Employee commuting 370 71 441 1,095 236 1,331
Category 8: Upstream leased assets 57 57
Category 9: Downstream transportation and distribution
6
3,285 1,167 262 4,714 2,634 1,168 253 4,055
Category 10: Processing of sold products
3
N/a N/a N/a N/a N/a N/a N/a N/a
Category 11: Use of sold products 22 1 23 11 1 12
Category 12: End of life treatment of sold products 2,017 931 19 2,967 1,591 1,017 5 2,613
Category 13: Downstream leased assets 55 55 37 37
Category 14: Franchises
3
N/a N/a N/a N/a N/a N/a N/a N/a
Category 15: Investments
3
N/a N/a N/a N/a N/a N/a N/a N/a
Scope 3: Emissions from indirect sources 67,8 09 12,444 615 80,868 68,026 19,082 378 87,4 8 6
Total emissions (tCO
2
e) 68,055 12,733 615 81,403 68,256 19,392 378 88,026
Scope 3 Intensity ratio: tCO
2
e/£1m of revenue
4
241.1 242.8 70.7 237.0 257. 2 344.3 58.4 268.0
1 FY23 emissions are stated pro forma, inclusive of Experiences data for the full financial year.
2 The UK data also includes emissions produced within the factory located in Guernsey.
3 Categories 10, 14 and 15 are not applicable for the Group, as explained within our Sustainability Report, accessed at www.moonpig.group/investors.
4 The emissions target has been re-expressed since FY23 as the Group has decided to align its intensity reporting metric with the Corporate Sustainability
Reporting Directive and therefore is presented its intensity targets as a product of revenue rather than gross profit.
5 The FY23 Scope 1 emissions have been increased by 9tCO
2
e compared to the FY23 ARA to correctly reflect the measurement of gas consumption in kWh.
6 FY23 restated to include Ireland within rest of world to align with segmental reporting in the consolidated financial statements.
Sustainability continued
The environment continued
Corporate governance Financial statementsStrategic report
37
Energy consumption in with line SECR
Energy consumption
(kWh)
FY24 FY23
1
UK
2
NL Total % Renewable UK
2,3
NL Total % Renewable
Gas 53,915 125,278 179,193 0% 54,726 140,936 195,662 0%
Electricity (purchased) 1,139,544 725,757 1,865,301 65% 1,135,881 772,044 1,907,925 59%
Total energy
consumption 1,193,459 851,035 2,044,494 65% 1,190,607 912,980 2,103,587 59%
Mileage claims (miles) 96,169 7,739 103,908 33,359 8,426 41,785
1 FY23 data is stated pro forma, inclusive of Experiences data for the full financial year.
2 The UK data also includes energy used within the factory located in Guernsey.
3 The FY23 gas consumption has been increased to 54,726 kWh since that presented in the FY23 ARA to correctly reflect the measurement of gas consumption
in kWh.
Baseline years and reporting boundary
The baseline year for Scope 1 and 2 is FY20, as re-expressed to take into account the subsequent acquisition of Experiences. 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 at 30 April 2024, Moonpig Group
consisted of eight controlled entities. Additional information on our subsidiary undertakings and controlled entities can be found in
Note 25 to the consolidated financial statements on page 167.
Our operational boundary covers Scope 1, Scope 2 and all 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. Our operational boundaries
are consistent with those disclosed within the FY23 Annual Report and Accounts and can be found in our FY24 Sustainability Report,
which can be accessed at www.moonpig.group/investors
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 Sustainability Goals 1 and 2, set out on page 24.
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 24).
We reduced absolute Scope 1 emissions by 11.4% from 35tCO
2
e in FY23 to 31tCO
2
e in FY24, maintaining a low level consistent with
earlier years. This reflects a reduction in the use of natural gas to a minimum possible level which will be maintained in future years.
Absolute Scope 2 emissions reduced by 0.2% from 505tCO
2
e in FY23 to 504tCO
2
e in FY24, as measured on a location-based
methodology which are influenced by emission factors which have increased year-on-year. Normalising for the effect of the emissions
factor increase, our Scope 2 emissions would have decreased year-on-year by 3.3% as we continue to source renewable electricity.
We have set a long-term goal to reduce Scope 3 emissions intensity by 97% tCO
2
e/ £1m of revenue
1
by 2050, using FY22 asabaseline.
Absolute location-based Scope 3 emissions decreased by 7.6% from 87,486tCO
2
e in FY23 to 80,868tCO
2
e in FY24. This was primarily
due to lower capital expenditure on physical assets in FY24, whereas FY23 included the furnishing of our operational facilities in the
UK and the Netherlands.
We have set a goal to obtain commitments to set SBTi-aligned net zero emissions reduction targets from suppliers representing 67% of
Scope 3 emissions by 30 April 2030.
As at 30 April 2024, the Group had identified suppliers with SBTi-aligned net zero commitments in place covering 19.3% (FY23:9.7%)
of its Scope 3 emissions.
Moonpig Group plc | Annual Report and Accounts 2024
38
2050
FY23
FY22
Target
Baseline
7
268
233
FY24 237
2030
FY23
Target
9.7%
FY24 19.3%
67.0 %
2050 Target
Target
Baseline
68
339
540
677
2030
FY23
FY20
535FY24
1 The emissions target has been re-expressed since FY23 as the Group decided to align its intensity reporting metric with the Corporate Sustainability Reporting
Directive and therefore is presented its intensity targets as a product of revenue rather than gross profit.
Sustainability continued
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 24).
We reduced absolute Scope 1 emissions by 11.4% from 35tCO
2
e in
FY23 to 31tCO
2
e in FY24, maintaining a low level consistent with
earlier years. This reflects a reduction in the use of natural gas to a
minimum possible level which will be maintained in future years.
Absolute Scope 2 emissions reduced by 0.2% from 505tCO
2
e in
FY23 to 504tCO
2
e in FY24, as measured on a location-based
methodology which are influenced by emission factors which have
increased year-on-year. Normalising for the effect of the emissions
factor increase, our Scope 2 emissions would have decreased year-
on-year by 3.3% as we continue to source renewable electricity.
Absolute Scope 1 and 2 emissions (tCO
2
e)
We have set a long-term goal to reduce Scope 3 emissions
intensity by 97% tCO
2
e/ £1m of revenue
1
by 2050, using FY22
asabaseline.
Absolute location-based Scope 3 emissions decreased by 7.6%
from 87,486tCO
2
e in FY23 to 80,868tCO
2
e in FY24. This was
primarily due to lower capital expenditure on physical assets in
FY24, whereas FY23 included the furnishing of our operational
facilities in Tamworth (UK) and Almere (Netherlands).
We have set a goal to obtain commitments to set SBTi aligned
net zero emissions reduction targets from suppliers representing
67% of Scope 3 emissions by 30 April 2030.
As at 30 April 2024, the Group had identified suppliers with
SBTi-aligned net zero commitments in place covering 19.3%
(FY23:9.7%) of its Scope 3 emissions.
Scope 3 economic emissions intensity (tCO
2
e/£1m of revenue
1
)
Proportion of Scope 3 emissions from suppliers with an emissions reduction commitment aligned with SBTi criteria (%)
TCFD Pillar 4: climate metrics and targets continued
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 Sustainability Goals 1 and 2, set out on page 24.
The environment continued
Corporate governance Financial statementsStrategic report
39
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 32 to 33) 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 FY24 Progress
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: we
plan to work with flower and
plant suppliers, which have
sustainability roadmaps already
in place. We intend to 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: we plan
to 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. We aim to
source products with verified
certifications.
Sustainable card, paper
and packaging: we intend to
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. We plan to
reduce packaging void space to
reduce transport emissions.
Alongside our UK flowers supplier
we have enhanced our bouquet
packaging by increasing the
number of ranges wrapped
in paper, reducing our plastic
consumption. Additionally we have
introduced a closed-loop waste
system for certain wraps, effectively
minimising waste generated during
the harvesting of stems. Green
offcuts are redirected to a paper
mill where they are converted
into packaging materials, thereby
decreasing the need for wood-
based cellulose.
We have focused on encouraging
customers to adopt innovative
digital card personalisation features
(such as emojis, “sticker” images
and photos). These features negate
the need for options such as glitter,
plastic and foil within our cards
which are non-recyclable.
During the year, our Dutch flowers
supplier and one of our key UK
confectionery suppliers each made
SBTi-aligned commitments to set net
zero emissions reduction targets.
Moonpig Group plc | Annual Report and Accounts 2024
40
Pathway Objectives Areas of focus FY24 Progress
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 plan to 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 aim to minimise
void space in our packaging
and combine orders into single
packages to reduce the number
of shipments required.
Reduce transport miles: we
intend to continue to locate our
operations close to distribution
hubs to reduce the distance
travelled by our deliveries.
Work with our partners: we plan
to 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.
At Moonpig, we have expanded our
digital gifting offering by enabling
the delivery of gift experiences both
as an attachment to an e-card
and as a code within a physical
greeting card.
In the Netherlands, we
implemented new processes to
consolidate multiple gifting items
into single-delivery packaging,
reducing the number of shipments
where possible.
Our main distribution supplier in
the UK had its Scope 1, 2 and 3 SBTi
targets approved in August 2023.
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 intend to
source renewable electricity in all
locations and use on-site solar
generation where possible.
Procurement: we aim to prioritise
energy-efficiency when procuring
new assets or operating
locations.
Implement low carbon
transportation: we aim to
optimise transportation routes to
reduce our emissions.
Engage employees: we plan to
educate and engage employees
in low-carbon practices, such as
turning off equipment when not
in use.
Following the acquisition of
Experiences, we have migrated
several systems from on-premise to
the cloud, aligning with standard
practice for the rest of the Group.
This has reduced our data
storage requirements, improving
energy efficiency and lowering
operationalcosts.
During FY24 we carried out energy
savings opportunity assessments,
in line with ESOS Phase 3. These
assessments identified potential to
reduce emissions through improved
energy management policies and
utilisation of building management
systems, creation of a lighting
inventory and improvements
to fenestration. These will be
prioritised inFY25.
We plan to install solar panels
at our Almere facility in the
Netherlands in FY25 under a lease
agreement recently put in place
with the landlord.
TCFD Pillar 4: climate metrics and targets continued
Disclosure (c) – climate-related targets continued
Sustainability continued
The environment continued
Corporate governance Financial statementsStrategic report
41
Pathway Objectives Areas of focus FY24 Progress
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 aim to
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 plan to
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 plan to
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
intend to 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.
To improve the measurement of
Scope 3 emissions in FY24 we have
gathered primary data relating to
capital goods and leased assets.
In FY24, we expanded our contract
with Rizikon to gather data on
suppliers’ carbon footprints and
assess their alignment with SBTi
standards. We systematically
request emissions reduction and net
zero targets from suppliers, as well
as specific emissions data relating
to goods and services provided.
Since implementation, this has been
rolled out to all new key suppliers
and any key suppliers due for
periodic review.
Moonpig Group plc | Annual Report and Accounts 2024
42
Our people
Moonpig Group plc | Annual Report and Accounts 2024
Our people strategy is
focused on promoting high
performance, engagement
and inclusion. We foster an
environment where people
can learn, grow and develop
their careers.
Sustainability continued
Developing our people
We continue to invest in employee learning and development.
InFY24 we recorded 5,558 hours of structured learning (FY23:1,715
hours) excluding mandatory compliance and systems training.
This encompasses self-learning, mentoring, coaching and formal
programmes. We operate a learning portal that offers a range of
tools to assist employees with their career progression. We provide
opportunities for independent learning, supported by an annual
allowance that is funded by the Group, in addition to our central
learning and development programme. We sponsor employees
pursuing professional qualifications and support employees in their
access to continuing professional development. In FY24, we also
supported ten employees through apprenticeships, across fields
including software development, data literacy, and leadership.
Engaging our people
We conduct employee engagement surveys twice each year,
encouraging participation from our entire workforce. The surveys
allow us to collect open and honest feedback which enables us to
improve the experience of working for the Group. Following each
survey, we ensure that all employees have access to the results for
their Division and functional department, to allow team members
to contribute to decisions relating to the actions that follow.
The Group’s average engagement score across two surveys in FY24
was 61% (FY23: 61%
1
) below our long-term goal of 72%. This reflects
the continued challenges of operating in an economic downturn,
characterised by more disciplined cost control and greater pressure
to meet targets. Management has focused during the year on
increasing employees’ understanding of the Group’s strategy and it
was particularly pleasing that the April 2024 score for “I understand
the long-term strategic direction for Moonpig Group” improved
from 62% to 81%. Our action plan for FY25 employee engagement
is built around raising the proportion of employees who agree with
the survey statement “I feel proud to work for this company.”
Supporting our people
We support employee wellbeing through initiatives that include
enhanced Company-paid parental (maternity, paternity,
adoption or shared parental) leave for all new parents in the
UK; we have fertility and baby loss policies in place; we provide
discretionary sabbaticals which allow eligible employees
within our Experiences business to take a 4-week sabbatical
after 5years of employment and provide both financial support
andpaid time off to many employees who are working towards
aprofessional qualification.
We provide access to mental health experts who can provide a
spectrum of support from struggling to self-improvement where
our employees can ask a question, book a one-off therapy
session or a course of therapy sessions.
Where practicable, we support different working patterns and
9.7% (FY23: 10.5%) of our total headcount is employed on a part-
time basis.
Rewarding our people
Substantially all employees participate each year in a variable
performance-based bonus scheme, with targets that align to
those of the Executive Directors. We also offer a range of benefits
which include matched employer pension contributions, life
assurance, medical insurance and dental insurance. We also
operate a Save-As-You-Earn (“SAYE”) share scheme, subject to
minimum service, offering the opportunity for UK employees to
purchase Company shares at a discounted price in accordance
with HMRC rules. 16% (FY23: 20%) of eligible employees
participate in one of the current SAYE schemes.
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
2
. In
the Netherlands we pay at or above the legal minimum wage
(Minimumloon). There is a Works Council in place at Greetz.
Ensuring the safety of our people
We are committed to creating a safe environment at both our
offices and our fulfilment locations. Our principal objective is
to minimise accidents, injury and illness to staff working within
one of our premises or remotely. The Group’s Health and Safety
policy is reviewed at least annually and covers all aspects of our
working environment with appropriate insurance in place for all
employees. We offer a hybrid working environment for many of
our staff (excluding those in fulfilment or similar roles) and offer
ergonomic assessments to employees who work from home to
ensure it is safe and effective.
We had no serious injuries during the year and recorded a 0.00
incident rate per 200,000 working hours (FY23: 0.00 per 200,000
working hours).
Diversity, equity and inclusion
We are dedicated to creating a working environment where
everyone enjoys coming to work, feels supported and can
express their individuality and perspectives without fear of
discrimination. Our commitment is underpinned by an equal
opportunities and equality and diversity policy, which is
applicable to all employees.
Our organisation proudly supports a variety of internal
networking and affinity groups. These groups focus on areas
such as accessibility and inclusion, ethnic diversity, LGBTQ+,
gender equality and neurodiversity.
We are focused on creating a diverse and inclusive workforce,
with balanced representation at all levels of the business. This
is embedded in our sustainability goals. Goal 4 focuses on
increasing the representation of women and ethnic minorities on
the Leadership Team and Goal 7 relates to female new hires into
technical roles. See page 25.
1 Employee engagement score for FY23 is stated for Moonpig and Greetz only. For FY24 we have extended measurement to Experiences, hence figures are stated for the Group.
2 Guernsey employees are paid in line with the UK Real Living Wage as defined by the Living Wage Foundation for “rates outside London”.
Corporate governance Financial statementsStrategic report
43
Gender and ethnicity data – leadership
6
As at 30 April 2024 Male Female Total
%
Female
Non-
minority
ethnic
5
Minority
ethnic
5
Total
%
Minority
ethnic
5
Non-
ethnic
minority
male
5
Women
and
ethnic
minority
5
Total
5
%
Women
and
ethnic
minority
5
Board
1
4 3 7 43% 5 2 7 29% 3 4 7 57%
Executive Committee
2
4 2 6 33% 5 1 6 17% 3 3 6 50%
Extended Leadership
3
17 14 31 45% 27 4 31 13% 16 15 31 48%
Combined Leadership
Team
4
23 16 39 41% 33 6 39 15% 20 19 39 49%
As at 30 April 2023
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%
Gender representation – whole business
As at 30 April 2024 As at 30 April 2023
Male Female Total
%
Female Male Female Total
%
Female
Board
1
4 3 7 43% 5 3 8 38%
Executive Committee
2
4 2 6 33% 5 2 7 29%
Extended Leadership
3
17 14 31 45% 19 14 33 42%
Total Group 334 354 688 51% 360 375 735 51%
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 based
on 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 99.
Gender pay gap
The Group’s 2024 gender pay report discloses the mean and median gender pay gap for the Group’s main UK trading entity,
Moonpig.com Limited as required by legislation, together with voluntary disclosures for the whole of Moonpig Group. It can be
accessed at www.moonpig.group/investors.
The gender pay gap is not the same thing as equal pay. Equal pay requires that men and women are paid the same amount for
performing the same or similar work, which is a legal requirement. The gender pay gap, however, looks across all jobs at all levels
within an organisation.
We have continued to make progress in reducing the gender pay gap. For Moonpig Group, we have improved the mean hourly
gender pay gap by 6.1%pts year-on-year to 23.5% at 5 April 2024.
There has been a headline increase in the bonus rate gender pay gap, however this is driven by the vesting of the first tranche
of the pre-IPO award, which is a legacy scheme and is not part of our ongoing remuneration policy. We do not consider it to be
representative of the Group’s trajectory or the improvements that we have made across the period since the IPO. Excluding the
pre-IPO award, Moonpig Group’s median bonus gender pay gap improved year-on-year by 3.2%pts to 38.4% and its mean bonus
gender pay gap improved year-on-year by 3.6%pts to 48.5%.
The Group’s gender pay gap is primarily 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.
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 the sustainability Goal 4 (combined leadership representation of women and ethnic minorities) and Goal 7
(female new hires into technology roles), however the impacts of these actions will take time to be realised.
Moonpig Group plc | Annual Report and Accounts 2024
44
Our communities
Charitable giving
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 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 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.
£000 FY24 FY23 Cumulative
1
Donations by Moonpig
Group to the Foundation 304 70
Donations by Moonpig
Group to other charities 132
Total donations made
by Moonpig Group 436 70
Donations by the
Foundation to other
charities 176 211 620
1 Cumulative since the Foundation was set up in January 2021.
Moonpig and CALM
In FY24, Moonpig partnered with the Campaign Against
Living Miserably (“CALM”), a suicide prevention charity,
to launch a unique range of greeting cards designed
tomake reaching out to loved ones easier during
difficulttimes.
The card collection, which was designed in collaboration
with CALM, features a variety of messages, from humorous
to heartfelt. It aims to encourage open conversations and
reconnect friends and family, reflecting the urgent need
to address the issue of suicide, which claims around 125
lives weekly in the UK. This aligns closely with Moonpig
Group’s purpose, which is to create better, more personal,
connections between people that care about each other.
Moonpig also supported CALM’s mission by donating
£50,000 from the proceeds of their CALM-themed
Christmas card collection.
Sustainability continued
Creating opportunity in
under-representedcommunities
We are committed to increasing female representation in the
technology industry, thereby expanding the pool of potential
female applicants for technology roles.
We have continued our collaboration with Cajigo, a technology
mentoring platform for women in STEM careers. This programme
featured workshops, panel discussions and mentoring sessions
on a range of topics from software engineering to cybersecurity.
The activities were designed to equip participants with skills and
knowledge that will enable them to excel in the technology industry.
To ensure fair and equitable recruitment for open roles
at Moonpig Group, our talent acquisition team operates
processes to promote diverse and inclusive candidate sourcing.
Forexample, we utilise diversity and inclusion application surveys
to gain insight into the backgrounds of applicants and ensure that
we source gender-balanced candidate shortlists for open roles.
Our community strategy
focuses on charitable
giving, creating opportunity
in under-represented
communities and on the
customer and recipient
experience.
Corporate governance Financial statementsStrategic report
45
Consultation
on the USO
In January 2024, the UK regulator Ofcom launched a
consultation on its document “The Future of the Universal
Postal Service” which proposed potential modifications
to the universal service obligation (“USO”) that governs
Royal Mail. In response, Moonpig Group submitted a
formal response expressing significant concerns about the
document’s prejudicial tone and its failure to meet Ofcom’s
obligations to protect consumer interests in terms of choice,
price, quality, and value.
Our response outlined deficiencies in Ofcom’s
evaluation. Firstly, we noted that Ofcom’s analysis of
trends in demand for postal services disregards the
persistent underperformance of Royal Mail compared
to its mandated service levels. Secondly, we pointed
out that the analysis of Royal Mail’s costs and revenue
seemedincomplete.
We also stressed the importance of considering the
broader repercussions that any changes might have
on stakeholders. This includes the essential role of
physical mail in maintaining social connections, ensuring
inclusivity and bridging the “digital divide” with those
who do not have ready access to the internet. An
affordable, consistent and universally available next-
day service is critical for many communications such as
medical appointments and is also relied upon by many
small businesses.
We have urged Ofcom to fundamentally reconsider its
approach. Rather than overseeing a continued decline
in service quality, Ofcom should explore strategies to
promote operational reforms that enable Royal Mail to
fulfil its service obligations effectively.
Improving customer and recipient experience
Over the past two years, the postal operators in the UK and the
Netherlands have demonstrated poor service performance.
In the UK, Royal Mail consistently failed to meet the Service
Level Agreement for next-day letter post deliveries, alongside
implementing significant increases in stamp prices. This has
negatively impacted our customer net promoter scores in FY23
and FY24.
In response, we are redesigning business processes to mitigate
these impacts on our customers, by focusing on four key areas:
1. Encouraging early ordering and dispatch. To enhance
delivery reliability, we have initiated early shipping for future
orders, which has significantly reduced customer inquiries
related to these orders. Leveraging our database of 90m
customer occasions reminders (FY23: 84m), we now send
the first reminder 14 days before each occasion, encouraging
customers to place their orders well in advance.
2. Improving how we communicate estimated delivery dates.
We have implemented “date first” user experience flows at
the checkout on our website and apps to inform customers
more clearly about the possibility of scheduling their orders
for cards and gifts in advance.
3. Providing more options for tracked delivery. We have
collaborated with Royal Mail to introduce a tracked delivery
service at an attractive consumer price. This service,
available during peak demand periods such as Christmas,
Valentine’s Day and Mother’s Day, allows customers to send
greeting cards even after the cut-off for first class letter post.
4. Expanding our digital offering. We have launched same-
day digital gifting capability on Moonpig by combining gift
experiences with e-cards, leveraging the range of Red Letter
Days and Buyagift.
Alcohol sales
Some investors require visibility of exposure to alcohol sales.
The proportion of revenue generated from alcohol products
during FY24 was 5.3% (FY23: 5.2%).
Moonpig Group plc | Annual Report and Accounts 2024
46
SASB Standards
The Group’s FY24 disclosure against the SASB Standards maintained by the International Sustainability Standards Board of the IFRS
Foundation is set out below 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.
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) 2,044,494kWh (FY23: 2,103,587kWh)
1
.
(2) 28% (FY23: 36%).
(3) 72% (FY23: 64%).
(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) 3,991 (FY23: 6,394).
(2) 3,991 (FY23: 6,394).
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 cloud services
provided by AWS and Azure, both of whom have
committed to 100% renewable energy by 2025.
The Group uses one internal data centre in the
Netherlands, which 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. A 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 this. The
Group has a dedicated Technology Security Team
and Data 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 66.
(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.
Sustainability continued
Corporate governance Financial statementsStrategic report
47
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 averaged 61% across two surveys
conducted in FY24 (FY23: 61%
2
).
(1) Voluntary and (2) involuntary turnover
rate for all employees
CG-EC-330a.2 Voluntary staff turnover for FY24 was 22.0% (FY23:
22.8%). Involuntary staff turnover for FY24 was 3.3%
(FY23: 13.1%). 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 2024 was:
(1) 48.7% (FY23: 39.6%)
(2) 33.1% (FY23: 34.0%)
(3) 62.5% (FY23: 61.2%)
The Group discloses ethnicity data for senior leaders
on page 43. 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
3
CG-EC-330a.4 As at 30 April 2024, the percentage of visa holders
was 4.7% of total employees (FY23: 5.9%). 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
4,714tCO
2
e (FY23: 4,055tCO
2
e).
Discussion of strategies to reduce
the environmental impact of
productdelivery
CG-EC-410a.2 The Group has GHG emission reduction goals that
include a goal to obtain commitments to set net zero
emissions reduction targets aligned with SBTi criteria
from suppliers representing 67% of Scope 3 emissions
by 30 April 2030 as well as to reduce Scope 3
emissions intensity by 97% tCO
2
e/£1m of revenue
by2050, using FY22 as the baseline year
4
.
During FY24, the Group commenced a programme
of supplier engagement to deliver against this
goal, which has included product delivery
serviceproviders.
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 33.9m in FY24 (FY23: 33.8m).
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 The FY23 gas consumption has been increased by 54,726 kWh since that presented in the FY23 ARA to correctly reflect the measurement of gas consumption
in kWh.
2 For FY23, this metric was measured for Moonpig and Greetz. The Group’s employee engagement survey was extended to Experiences for FY24.
3 This metric has been changed to reflect the jurisdictions where Moonpig Group operates.
4 The emissions intensity target has been re-expressed since FY23 as the Group has made the decision to align its intensity reporting metric with the Corporate
Sustainability Reporting Directive and therefore is presenting its intensity targets as a product of revenue rather than gross profit.
Moonpig Group plc | Annual Report and Accounts 2024
48
FY23 FY24FY23 FY24FY23 FY24
£320.1m
£341.1m
£162.4m
£169.1m
Greetz
Moonpig
Experiences
Greetz
Moonpig
Experiences
59.4%
56.1%
FY23 FY24
FY23 FY24
£223.1m
£55.4m
£41.6m
£241.3m
£51.2m
£48.6m
FY23 FY24
£90.7m
£30.1m
£41.6m
£93.7m
£26.8m
£48.6m
33.9m £8.6 89%33.8m
£8.2
89%
Key performance indicators
The Group uses a range of financial and non-financial KPIs
to measure strategic performance.
The increase in gross margin rate
primarily reflects a 3.4%pts improvement
at Moonpig, driven by operational
efficiencies in the UK and the full year
impact of FY23 card priceincreases.
Experiences gross margin rate increased
by 0.9%pts. The positive impact from
higher non-redemption of vouchers issued
during Covid was offset by provisions
against gift box inventory.
Gifting mix of revenue remained broadly
flat at 49.6% (FY23: 50.7%), reflecting a
full year of revenue at Experiences.
Across Moonpig and Greetz, gifting
revenue mix decreased from 43.4% in
FY23 to 41.2% in FY24. This primarily
reflected the full year impact of prior year
greeting card price increases. There was
stability in gift attachment rate.
Revenue increased by 6.6% on a
consolidated basis. This was driven by the
strengthening of Moonpig revenue, which
increased by 8.2% through a combination
of orders and AOV growth.
Greetz revenue decreased by 7.5%,
showing a trajectory of improvement with
a decrease of 5.3% in H2 FY24.
Experiences revenue increased by 1.5%
a pro forma basis, against FY23 full year
revenue of £47.9m.
The trajectory of Moonpig and Greetz
orders growth has been positive. Orders
decreased by 14.9% in FY23 and by 5.1%
in H1 FY24 but increased by 5.2% in
H2FY24.
The key driver of orders growth in H2
FY24 was the performance of existing
customer cohorts at Moonpig, reflecting
initiatives including Moonpig Plus. New
customer orders at Moonpig fell, albeit
reaching flat year-on-year in the final
quarter. Greetz order performance also
improved although theexit run-rate was
not yet in growth.
AOV at Moonpig and Greetz increased by
5.1%, reflecting the annual impact of card
price increases implemented in H2 FY23,
stamp price increases and stability in gift
attachment rates.
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.
The long-term value of these customer
cohorts is strengthened by our data and
technology platform. Our database of
90m reminders (April 2023: 84m) allows us
to communicate directly with customers at
key moments of purchase intent.
This metric is less relevant for Experiences,
for which our strategy is focused around
driving recipient-to-customer conversion.
Revenue
(£m)
£341.1m
Gifting revenue
(£m)
£169.1m
Gross margin rate
(% Total revenue)
59.4%
Orders
Moonpig and Greetz
(m)
33.9m
Average order value (“AOV”)
Moonpig and Greetz
Revenue per order)
£8.6
Existing customer mix
Moonpig and Greetz
(% Total revenue)
89%
Corporate governance Financial statementsStrategic report
49
FY23 FY24FY23 FY24
FY23 FY24
£12.9m
£9.7m
£12.8m
£1.0m
£22.6m
£13.7m
FY23 FY24 FY23 FY24FY23 FY24
£48.0m
£58.2m
£5.9m
£69.0m
£78.1m
Greetz
Moonpig
Experiences
£9.2m
£46.4m 10.0p
£34.9m 7.8p
£11.8m
£14.0m
77.7%
1.31x
67.0%
1.99x
Intangible
Tangible
1 Adjusted EBITDA margin, Adjusted EBIT, Adjusted EBIT margin, Adjusted PBT, Adjusted PBT margin, Adjusted EPS, net debt, net debt to Adjusted EBITDA and
Operating Cash Conversion are Alternative Performance Measures. Refer to pages 174 to 175.
2 Prior year Alternative Performance Measures have been restated to classify acquisition amortisation as an Adjusting Item. Refer to pages 174 to 175.
3 In addition to the above, specific environmental and employee KPIs are set out in the Sustainability section on pages 24 to 25.
Adjusted EBIT increased by 13.2% to
£78.1m reflecting revenue growth and the
pass through of higher gross margin.
Adjusted EBIT margin rate increased
by 1.3%pts to 22.9%, whereas Adjusted
EBITDA margin rate increased by
1.7%pts to 28.0%. This reflects a rise in
depreciation and amortisation (excluding
acquisition amortisation) from £15.2m
in FY23 to £17.4m in FY24, resulting from
additional investment in operational
facilities and technology development.
Reported profit before taxation increased
by 32.9% as stronger Adjusted EBIT and
lower Adjusting Items were partially offset
by higher finance costs.
Net finance costs increased from £13.6m
in FY23 to £19.9m in FY24 primarily due
to higher SONIA and the accelerated
amortisation of loan arrangement fees
arising on the refinancing.
Adjusted PBT
1,2
increased by 5.0% to
£58.2m. Adjusting Items
2
were lower in
FY24 as there were no M&A transaction
fees and the cost of only the final tranche
of the pre-IPO award.
Basic EPS increased by 28.2% from 7.8p
in FY23 to 10.0p in FY24, reflecting higher
Reported PBT.
Adjusted basic EPS
1,2
decreased by 3.1%
from 13.1p in FY23 to 12.7p in FY24. Prior
year Adjusting Items included transaction
costs relating to the Experiences
acquisition and a full year charge for the
first tranche of the pre-IPO award which
vested in June 2023.
The Group generated an operating cash
inflow of £74.2m in FY24, compared to
£56.2m in FY23.
Adjusted Operating Cash Conversion
increased from 67.0% in FY23 to 77.7%
inFY24, predominantly driven by a rise
inAdjusted EBITDA from £84.2m in FY23
to £95.5m in FY24 and by the reduction
incapital expenditure.
Capital expenditure comprises acquired
tangible fixed assets and internally
generated intangible assets. It excludes
IFRS16 right-of-use assets.
Tangible capital expenditure decreased
from £9.7m to £1.0m reflecting one-time
spend in the prior year to fit out new
operational facilities. Intangible capital
expenditure remained broadly consistent
at £12.8m in FY24.
Net debt to Adjusted EBITDA decreased
from 1.99x at 30 April 2023 to 1.31x at 30
April 2024, reflecting the Group’s strong
operating cash flow.
In February 2024, the Group agreed a
new four-year, committed, multi-currency
RCF of £180m with a syndicate of banks.
The Group’s previous £175m term loan and
£80m revolving credit facilities have been
fully repaid and cancelled.
Adjusted EBIT
1,2
(£m)
£78.1m
Reported PBT
(£m)
£46.4m
Basic earnings per share
(p)
10.0p
Operating cash conversion
1
(%)
7 7.7 %
Capital expenditure
(£m)
£13.7m
Net debt to Adjusted EBITDA
1
(Ratio)
1.31x
Moonpig Group plc | Annual Report and Accounts 2024
50
Chief Financial Officer’s review
Overview
The Group delivered consolidated revenue growth at 6.6% in
FY24, underpinned by revenue at the Moonpig brand, which
grew year-on-year at 8.2% and by the consolidation of a full
year of trading at Experiences.
Alongside positive and strengthening Group revenue growth,
we have continued to focus on profitability, raising Adjusted EBIT
margin rate to 22.9% (FY23: 21.6%) through a combination of
gross margin rate improvement and disciplined control of indirect
costs. Our low-inventory strategy means that profit margins are
not exposed to significant stock-related risks.
The Group has amended its definition of Adjusting Items such that
amortisation of intangible assets arising on business combinations
(acquisition amortisation) is now treated as an Adjusting Item.
The change has been made in response to investor feedback
that it would bring the Group’s approach into closer alignment
with majority market practice and result in the reporting of
Alternative Performance Measures that are more readily
comparable with those of other listed businesses. As a result,
current year and prior year Adjusted EBIT, Adjusted profit before
taxation and Adjusted EPS are stated excluding acquisition
amortisation of £8.3m (FY23: £7.5m).
The Group remains strongly cash generative, with operating
cash inflows of £74.2m in FY24, compared to £56.2m in FY23.
Netdebt to Adjusted EBITDA decreased from 1.99x at 30 April
2023 to 1.31x at 30 April 2024. In February 2024, the Group
agreed a new four-year, committed, multi-currency revolving
credit facility (“RCF”) of £180m with a syndicate of banks. The
Group’s previous £175m term loan and £80m revolving credit
facilities have been fully repaid and cancelled. The RCF is fully
available for general corporate purposes.
We have delivered a return to revenue growth,
increased profitability and strong cash generation.
Corporate governance Financial statementsStrategic report
51
Financial performance – Group
Year ended
30 April 2024
Year ended
30 April 2023
Year-on-year
growth %
Revenue (£m) 341.1 320.1 6.6%
Gross profit (£m) 202.5 179.7 12.7%
Gross margin (%) 59.4% 56.1% 3.3%pts
Adjusted EBITDA (£m)
1
95.5 84.2 13.5%
Adjusted EBITDA margin (%)
1
28.0% 26.3% 1.7%pts
Adjusted EBIT (£)
2
78.1 69.0 13.2%
Adjusted EBIT margin (%)
2
22.9% 21.6% 1.3%pts
Reported profit before taxation (£m) 46.4 34.9 32.9%
Adjusted profit before taxation (£m)
2
58.2 55.4 5.0%
Earnings per share basic (pence) 10.0 7.8 28.2%
Earnings per share diluted (pence) 9.6 7.7 24.7%
Net debt (£m)
3
(125.1) ( 167.7 ) 25.4%
1 Before Adjusting Items of £3.5m in FY24 and £13.1m in FY23. See Adjusting Items at Note 6 and definition of Alternative Performance Measures at page 174.
2 Before Adjusting Items of £11.8m in FY24 and £20.6m in FY23. The Group has amended its definition of Adjusting Items such that £8.3m of acquisition
amortisation (FY23: £7.5m) is treated as an Adjusting Item in both the current year and prior year. See Adjusting Items at Note 6 and definition of Alternative
Performance Measures at page 174.
3 Net debt is defined as total borrowings, inclusive of lease liabilities, less cash and cash equivalents.
The Group delivered revenue of £341.1m in FY24, representing year-on-year growth of 6.6% on a consolidated basis. This reflects the
inclusion of a full year of Experiences revenue in FY24, which would have contributed an additional £6.3m of prior year revenue if
owned throughout FY23. Pro forma revenue growth was 4.5%, underpinned by the Moonpig brand.
Gross margin rate strengthened by 3.3%pts year-on-year reflecting the benefits from insourcing fulfilment in the UK, the full year
impact of changes to card prices and shipping prices for gifts and the mix impact of a full year of trading at Experiences. Combined
with continued disciplined control of indirect costs, this enabled the Group to deliver increases in Adjusted EBITDA margin to 28.0%
(FY23: 26.3%) and Adjusted EBIT margin to 22.9% (FY23: 21.6%).
FY24 revenue and Adjusted EBIT include a mid-single-digit millions uplift from temporarily higher breakage on gift boxes (primarily
distributed through high street retail partners) and individual experience vouchers that were sold during Covid with extended expiry
dates. As these extended expiry dates have now passed, this benefit is not expected to recur in future years.
Reported profit before taxation increased by 32.9% to £46.4m (FY23: £34.9m), as a lower charge for Adjusting Items was offset in part
by higher depreciation and amortisation and higher finance costs. Net finance costs increased from £13.6m in FY23 to £19.9m in FY24,
primarily reflecting higher SONIA charges on the unhedged element of borrowings, the accelerated amortisation of loan arrangement
fees arising on refinancing and the imputation of interest on the Experiences merchant liability balance. Adjusted profit before taxation
increased year-on-year by 5.0% to £58.2m. Adjusting Items were lower in FY24 as there were no M&A transaction fees and the cost of
only the final tranche of the pre-IPO award which vested on 30 April 2024.
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 2024 was £125.1m (30 April 2023: £167.7m), resulting in a ratio of net debt to Adjusted EBITDA of 1.31x
(30April 2023: 1.99x). Net debt excluding lease liabilities was £108.8m (30 April 2023: £148.1m).
Revenue
Year ended
30 April 2024
Year ended
30 April 2023
Year-on-year
growth %
Moonpig and Greetz orders (m) 33.9 33.8 0.1%
Moonpig and Greetz average order value (£ per order) 8.6 8.2 5.1%
Moonpig and Greetz revenue (£m) 292.5 278.5 5.0%
Moonpig revenue (£m) 241.3 223.1 8.2%
Greetz revenue (£m) 51.2 55.4 ( 7.5%)
Moonpig and Greetz revenue (£m) 292.5 278.5 5.0%
Experiences revenue (£m) 48.6 41.6 16.8%
Group revenue (£m) 341.1 320.1 6.6%
Moonpig Group plc | Annual Report and Accounts 2024
52
Moonpig and Greetz orders were flat year-on-year for full year FY24. However, there has been a positive trend in performance,
with new technology features delivering volume growth in the second half of the year. Orders decreased by 14.9% in full year
FY23, decreased by 5.1% in H1 FY24 and increased by 5.2% in H2 FY24. The key driver of orders growth in H2 FY24 was the strong
performance of existing customer cohorts at Moonpig, reflecting initiatives including Moonpig Plus subscriptions. New customer orders
at Moonpig decreased year-on-year but with an improving trajectory, reaching flat year-on-year in the final quarter. Greetz order
performance also improved although the exit run-rate was not yet in growth.
Average order value at Moonpig and Greetz increased by 5.1% year-on-year, reflecting the full annual impact of card price increases
implemented at the end of H1 FY23, stamp price increases and subscription membership fee income.
This was reflected in the strengthening of Moonpig revenue, which increased by 8.2% across the full year and 11.0% in H2 FY24,
underpinned by orders growth in the second half. However this includes annualisation against prior year disruption from industrial
action at Royal Mail, excluding which, growth would have been at a high single digit rate.
The revenue trajectory at Greetz has continued to improve with year-on-year revenue declines abating to 5.3% in H2 FY24 from 9.8%
in H1 FY24 and 20.4% in FY23. This reflects organisational changes that have enabled Greetz to better leverage Group capabilities,
the roll-out of new technology features such as audio and video messaging for Dutch customers, a sharper brand marketing focus on
the differentiated features of Greetz cards and encouraging customer adoption of functionality that drive lifetime value such as Greetz
Plus subscription membership and the Greetz app. Trading across the last two years has been impacted by the migration of Greetz
onto our unified technology platform, which features a clearly card-first online customer journey and has therefore led to the foregoing
of standalone gifting revenue, which is not core to our strategy; however, the resulting card-first business is now positioned for growth
in FY25.
Trading at Red Letter Days and Buyagift has been resilient, in the context of its higher average selling price and the more discretionary
nature of its gifting offering. We continue to make good progress with strategic delivery, including the technology re-platforming
of Red Letter Days and Buyagift and launch of same-day gifting on Moonpig by combining e-cards with digital gift experiences.
Experiences revenue totalled £48.6m, which represents an increase of 1.5% relative to full-year revenue for FY23 of £47.9m (stated pro
forma to include the period prior to acquisition). Pro forma revenue would have decreased year-on-year if not for the mid-single-digit
million upside from temporarily higher breakage on gift boxes and vouchers that were sold during Covid with extended expiry dates;
these expiry dates have now passed, so this benefit is not expected to recur in future years.
Breakage is revenue earned in respect of vouchers that expire without being redeemed. 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 consolidated balance sheet. The Group considers historical redemption rates when estimating future payments to merchant
providers and estimates are trued up for actual customer redemption rates. For cohorts of vouchers where non-redemption exceeds
the expected rate, the Group recognises revenue from the additional unredeemed vouchers and derecognises the accrued merchant
payable once its legal obligations to the merchants expire.
Gifting mix of revenue
Year ended
30 April 2024
Year ended
30 April 2023
Year-on-year
growth %
Moonpig and Greetz cards revenue (£m) 172.0 157.7 9.1%
Moonpig and Greetz attached gifting revenue (£m) 110.8 109.4 1.3%
Moonpig and Greetz standalone gifting revenue (£m) 9.7 11.4 (14.8)%
Moonpig and Greetz revenue (£m) 292.5 278.5 5.0%
Experiences gifting revenue (£m) 48.6 41.6 16.8%
Group revenue (£m) 341.1 320.1 6.6%
Moonpig / Greetz total gifting revenue (£m) 120.5 120.8 (0.2)%
Moonpig / Greetz gifting revenue mix (%) 41.2% 43.4% (2.2)%pts
Group gifting mix of revenue (%) 49.6% 50.7% (1.1)%pts
Gifting mix of revenue remained broadly flat at 49.6% (FY23: 50.7%), reflecting a full year of consolidated revenue at Experiences.
Excluding the Experiences segment, gifting revenue mix decreased from 43.4% in FY23 to 41.2% in FY24. This primarily reflected the full
year impact of greeting card price increases implemented during the prior year. Gift attachment rate was stable notwithstanding the
more challenging market environment for gifting. Standalone gifting revenue decreased by 14.8% year-on-year, however this is not an
area of focus as our strategy at Moonpig and Greetz is to drive growth in cards and attached gifting.
Chief Financial Officer’s review continued
Corporate governance Financial statementsStrategic report
53
Gross margin rate
Year ended
30 April 2024
Year ended
30 April 2023
Year-on-year
growth %
Moonpig gross margin (%) 55.2% 51.8% 3.4%pts
Greetz gross margin (%) 47.1% 46.8% 0.3%pts
Moonpig and Greetz gross margin (%) 53.8% 50.8% 3.0%pts
Experiences gross margin (%) 92.9% 92.0% 0.9%pt s
Group gross margin (%) 59.4% 56.1% 3.3%pts
Management has maintained its focus on margin rate improvement, increasing the Group’s gross margin rate to 59.4% (FY23: 56.1%).
This primarily reflects a 3.4%pts year-on-year improvement in gross margin rate at Moonpig, which was driven by operational
efficiencies in the UK delivered in the year after opening new operational facilities, and the full year impact of FY23 greeting card
price increases.
Experiences gross margin rate remained relatively consistent year-on-year at 92.9% (FY23: 92.0%). The relatively high gross
margin rate at Experiences reflects the nature of revenue recognised at this segment, which comprises agency commission earned
from partners for the distribution of experiences, rather than gross transaction value. Cost of goods at the Experiences segment
relates primarily to packaging and distribution for those orders where the consumer elects to pay for a physical gift box rather than
digitaldelivery.
Adjusted EBITDA margin
Year ended
30 April 2024
Year ended
30 April 2023
Year-on-year
growth %
Moonpig Adjusted EBITDA margin (%) 30.1% 26.8% 3.3%pts
Greetz Adjusted EBITDA margin (%) 15.3% 20.3% (5.0)%pts
Moonpig and Greetz Adjusted EBITDA margin (%) 27.5% 25.5% 2.0%pts
Experiences Adjusted EBITDA margin (%) 30.9% 31.4% (0.5)%pts
Group Adjusted EBITDA margin (%) 28.0% 26.3% 1.7%pts
Adjusted EBITDA margin rate at Moonpig increased by 3.3%pts, reflecting pass-through of the higher gross margin rate. The reduction
in Adjusted EBITDA margin rate at Greetz reflects the operational leverage impact of lower revenue. Across both businesses, we have
applied disciplined management of indirect costs.
Adjusted EBITDA margin at Experiences was 30.9%, which is comparable to a pro forma Adjusted EBITDA margin rate of 29.2% for
FY23 (stated as though the business had been owned throughout the year). The reported prior year Adjusted EBITDA margin rate
of31.4% relates to only part of the year and is therefore impacted by the seasonality of trading, which is typically lower in the
pre-acquisition months that were excluded from consolidation.
Adjusted EBIT margin
Year ended
30 April 2024
Year ended
30 April 2023
Year-on-year
growth %
Moonpig Adjusted EBIT margin (%) 24.1% 21.5% 2.6%pts
Greetz Adjusted EBIT margin (%) 11.6% 16.6% (5.0)%pts
Moonpig and Greetz Adjusted EBIT margin (%) 21.9% 20.6% 1.3%pts
Experiences Adjusted EBIT margin (%)% 28.7% 28.3% 0.4%pts
Adjusted EBIT margin (%) 22.9% 21.6% 1.3%pts
Adjusted EBIT increased year-on-year by 13.2% to £78.1m reflecting revenue growth and the pass through of higher gross margin rates.
Adjusted EBIT margin rate increased year-on-year by 1.3%pts to 22.9%, whereas Adjusted EBITDA margin rate increased by 1.7%pts to
28.0%. This reflects an increase in depreciation and amortisation (excluding acquisition amortisation) from £15.2m in FY23 to £17.4m
in FY24, resulting from additional investment in operational facilities and technology development. 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.
Moonpig Group plc | Annual Report and Accounts 2024
54
Profit before taxation
Year ended
30 April 2024
Year ended
30 April 2023
Year-on-year
growth %
Adjusted EBIT (£m)
1
78.1 69.0 13.2%
Net finance costs (£m) (19.9) (13.6) (46.7)%
Adjusted profit before taxation (£m) 58.2 55.4 5.0%
Adjusting Items (£m) (11.8) (20.6) 42.6%
Reported profit before taxation (£m) 46.4 34.9 32.9%
1 Adjusted EBIT for both FY24 and FY23 excludes acquisition amortisation following a change in the definition of Adjusting Items. The impact of this change on
Adjusted EBIT is set out in the Alternative Performance Measures section at page 174.
Reported profit before taxation increased by 32.9% to £46.4m (FY23: £34.9m), as stronger operating profit and a lower charge for
Adjusting Items were only partially offset by higher net finance costs.
Net finance costs increased from £13.6m in FY23 to £19.9m in FY24:
Interest on bank borrowings increased from £11.6m in FY23 to £12.3m in FY24. The impact of a higher reference rate on the unhedged
element of the Group’s interest rate exposure was offset in part by lower draw-down of the Group’s revolving credit facilities.
Amortisation of fees increased from £2.0m in FY23 to £5.0m in FY24, reflecting a non-cash interest charge of £3.1m in FY24 for the
accelerated amortisation of loan arrangement fees arising on refinancing (which would otherwise have been recognised in FY25
and FY26).
There was an additional £1.6m relating to imputation of interest on the Experiences merchant liability balance, which we treat as
afinancial liability and discount to present value in accordance with IFRS 9.
Interest on lease liabilities remained unchanged year-on-year at £0.9m.
There was a £1.3m year-on-year movement in the monetary foreign exchange impact of Euro-denominated intercompany loan
balances. The Group recognised a £0.4m loss (FY23: £0.9m gain), with the corresponding intercompany gain recognised in
othercomprehensive income in accordance with IAS 21.
Adjusted profit before taxation increased year-on-year by 5.0% to £58.2m. Adjusting Items were lower in FY24 as there were no M&A
transaction fees and the cost of the pre-IPO award related only to the final tranche following vesting of the first tranche in June 2023.
Taxation
The taxation charge of £12.2m (FY23: £8.3m) represents an effective taxation rate of 26.4% (FY23: 23.8%). This exceeded the
prevailing rates of corporation tax of 25.0% in the UK and 25.8% in the Netherlands primarily because of the impact of the Group’s
share schemes. Expressedasa percentage of Adjusted profit before taxation, the effective tax rate was 25.1% (FY23: 19.9%).
Earnings Per Share (“EPS”)
Basic EPS for FY24 was 10.0p (FY23: 7.8p) and Adjusted Basic EPS, which is stated before Adjusting Items was 12.7p (FY23: 13.1p).
Afteraccounting for the effect of employee share arrangements, diluted earnings per share was 9.6p (FY23: 7.7p).
The calculation of basic EPS is based on the weighted average number of ordinary shares outstanding during FY24 of 343,093,868
(FY23: 340,061,402), which includes the issue of 1,198,394 shares to employees following vesting of the first tranche of the pre-IPO award
and in relation to the DSBP where shares have been awarded to good leavers.
Throughout FY23, 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 relevant
portion of FY23 in accordance with paragraph 24 of IAS 33 on the basis that they were contingently returnable. The employment
condition fell away in January 2023 therefore these shares are included in the number of ordinary shares outstanding throughout FY24.
Chief Financial Officer’s review continued
Corporate governance Financial statementsStrategic report
55
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 for FY25 include an Adjusted EBIT measure (FY24: Adjusted EBITDA) and
long-term incentive plans include an Adjusted Basic Pre-Tax Earnings Per Share (“EPS”) measure.
Year ended 30 April 2024 Year ended 30 April 2023
Adjusted
Measures
1
Adjusting
Items
1
IFRS
Measures
Adjusted
Measures
1,2
Adjusting
Items
1,2
IFRS
Measures
EBITDAm) 95.5 (3.5) 92.0 84.2 (13.1) 71.1
Depreciation and amortisation (£m) ( 17. 4 ) (8.3) (25.7) (15.2) ( 7.5) (22.7)
EBITm) 78.1 (11.8) 66.3 69.0 (20.6) 48.5
Finance costs (£m) (19.9) (19.9) (13.6) (13.6)
Profit before taxation (£m) 58.2 (11.8) 46.4 55.4 (20.6) 34.9
Taxation (£m) (14.6) 2.4 (12.2) (11.0) 2.7 (8.3)
Profit after taxation (£m) 43.6 (9.4) 34.2 44.4 ( 17.9 ) 26.6
Basic earnings per share (pence) 12.7p (2.7)p 10.0p 13.1p (5.3)p 7.8 p
EBITDA margin (%) 28.0% 27.0 % 26.3% 22.2%
EBIT margin (%) 22.9% 19.5% 21.6% 15.2%
PBT margin (%) 17.1% 13.6% 17.3% 10.9%
1 See Adjusting Items at Note 6 and Alternative Performance Measures at page 174.
2 The Group has amended its definition of Adjusting Items, which now include acquisition amortisation in both the current and prior year.
Note: figures in this table are individually rounded to the nearest £0.1m. As a result, there may be minor discrepancies in the subtotals and totals due to
roundingdifferences.
The definitions for the adjusted measures in the table are as follows:
Adjusted profit after taxation is profit after taxation and before Adjusting Items.
Adjusted profit before taxation is profit before taxation and Adjusting Items. Adjusted PBT margin is Adjusted profit before taxation
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.
Year ended
30 April 2024
Year ended
30 April 2023
Year-on-year
movement
Pre-IPO share-based payment charges (£m) (1.1) (5.4) 4.3
Pre-IPO bonus awards (£m) (2.4) (3.3) 0.9
M&A related transaction costs (£m) (4.4) 4.4
Acquisition amortisation (£m) (8.3) ( 7.5 ) (0.8)
Adjusting Items (£m) (11.8) (20.6) 8.8
Adjusting Items comprise:
Pre-IPO incentive scheme costs, consisting of £1.1m (FY23: £5.4m) share-based payment charges and £2.4m (FY23: £3.3m) cash
bonus awards. These relate to one-off compensation arrangements, which have now fully vested, 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 £nil (FY23: £4.4m). The prior year costs comprise advisers’ fees, stamp duty and other costs
directly relating to the acquisition of Experiences. The Group treats these costs as Adjusting Items as they are not part of normal
business operations.
Acquisition amortisation of £8.3m (FY23: £7.5m). For FY24, the Group has changed its definition of Adjusting Items to include
acquisition amortisation. The change means that the Group now reports Alternative Performance Measures on a basis
that ismore readily comparable with other listed businesses. Adjusted taxation includes the deferred taxation impact of
acquisitionamortisation.
Moonpig Group plc | Annual Report and Accounts 2024
56
The impact of changing the definition of Adjusting Items to include acquisition amortisation is summarised below.
Revised Definition Previous Definition
FY24 FY23
Year-on-year
% FY24 FY23
Year-on-year
%
Revenue (£m) 341.1 320.1 6.6% 341.1 320.1 6.6%
Adjusted EBITDA (£m) 95.5 84.2 13.5% 95.5 84.2 13.5%
Adjusted depreciation and amortisation (£m) ( 17. 4 ) (15.2) (14.9)% (25.7) (22.7) (13.6)%
Adjusted EBIT (£m) 78.1 69.0 13.2% 69.8 61.5 13.5%
Net finance costs (£m) (19.9) (13.6) (46.7)% (19.9) (13.6) (46.7)%
Adjusted profit before taxation (£m) 58.2 55.4 5.0% 49.9 48.0 4.2%
Adjusted taxation (£m) (14.6) (11.0) (36.8)% (12.5) (10.1) (28.7)%
Adjusted profit after taxation (£m) 43.6 44.4 (2.9)% 37.4 37.9 (2.6)%
Adjusted basic earnings per share (pence) 12.7p 13.1p (3.1)% 10.9p 11.1p (1.8)%
Adjusted EBITDA margin (%) 28.0% 26.3% 1.7%pts 28.0% 26.3% 1.7%pts
Adjusted EBIT margin (%) 22.9% 21.6% 1.3%pts 20.5% 19.2% 1.3%pts
Adjusted PBT margin (%) 17.1% 17.3% (0.2)%pts 14.6% 15.0% (0.4)%pts
Determining which items should be classified as Adjusting Items involves the exercise of judgement. We do not classify the following
as Adjusting Items on the basis that they are recurring costs associated with delivery of financial performance. 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 2024
Year ended
30 April 2023
Share-based payment charges relating to operation of post-IPO Remuneration Policy
1
(£m) (3.1) (2.5)
1 Stated inclusive of employer’s national insurance of £0.5m (FY23: £0.3m).
Net debt
Net debt decreased during the period, from £167.7m at 30 April 2023 to £125.1m as at 30 April 2024. Net leverage improved to 1.31x
(30April 2023: 1.99x). 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 2024
£m
As at
30 April 2023
£m
Borrowings
1
(118.4) (170.5)
Cash and cash equivalents 9.6 22.4
Borrowings less cash and cash equivalents (108.8) (148.2)
Lease liabilities (16.3) (19.5)
Net debt (125.1) ( 167.7 )
Last twelve months Adjusted EBITDA 95.5 84.2
Net debt to last twelve months’ Adjusted EBITDA 1.31:1 1.99:1
Committed debt facilities (£m) 180.0 255.0
1 Borrowings are stated net of capitalised loan arrangement fees and hedging instrument fees of £2.7m as at 30 April 2024 (30 April 2023: £4.6m).
In February 2024, the Group agreed a new four-year, committed, multi-currency revolving credit facility (“RCF”) of £180m with a
syndicate of banks. The Group’s previous £175m term loan and £80m revolving credit facilities have been fully repaid and cancelled.
The RCF is fully available for general corporate purposes.
Chief Financial Officer’s review continued
Corporate governance Financial statementsStrategic report
57
The RCF has an initial maturity date of 29 February 2028 with an option to extend by one year, subject to lender approval. Borrowings
are subject to interest at a margin over the relevant currency reference interest rate dependent on net leverage, with margins of
between 2.00%-2.50% at net leverage levels of 1.0x-2.0x. The facility covenants are tested semi-annually and comprise a maximum
ratio of net debt to Adjusted EBITDA of 3.5x until 30 April 2025 and 3.0x thereafter and a minimum Adjusted EBITDA interest cover ratio
of 3.5x for the term of the facility. For FY24 the actual interest cover was 7.5x calculated as the ratio of Adjusted EBITDA (£95.5m) plus
share based payments (£3.1m) to the total of bank interest payable (£12.3m) and interest payable on leases (£0.9m). Other line items
within finance income and charges are excluded from the covenant definition in the facility agreement.
The Group’s interest rate hedging arrangements now comprise an interest rate cap in place with a cap strike rate of 3.00% on £70m
notional until 30 November 2024 and a new cap, put in place during the current financial year, of 5.00% on £50m notional from this
date until 1 June 2025 and £35m until 30 November 2025. This follows the expiry of an interest rate swap (a rate of 2.4725% on £90m
notional) on 30 November 2023.
Cash flow
Cash generated from operations was £85.3m (FY23: £57.9m):
There was a cash inflow from lower inventory of £5.2m (FY23: £0.8m outflow) driven through more efficient stock management.
Net inventoryat 30 April 2024 was £7.1m (FY23: £12.3m).
Trade and other receivables remained broadly unchanged year-on-year, with a net inflow of £0.3m (FY23: £5.3m). The prior year
inflow includes the collection of a £3.2m receivable balance in the Experiences opening balance sheet at acquisition, consisting of
funds placed in escrow to settle deferred legacy incentive obligations.
There was a cash outflow from trade and other payables of £16.2m (FY23: £25.3m). This reflects lower trade creditors and a
reduction in the Experiences merchant accrual, including the impact of additional breakage on vouchers sold during Covid with
extended expiry dates. The prior year outflow includes the impact of the one-off settlement in FY23 of £13.5m of legacy incentive
obligations associated with the acquisition, which were fully provided for in the opening balance sheet.
Capital expenditure decreased year-on-year to £13.7m (FY23: £22.6m) reflecting one-time expenditure on plant and equipment in
the prior year to fit out new operational facilities in both the UK and the Netherlands.
Within trade and other payables as at 30 April 2023, we have reclassified £2.3m from merchant accrual to other taxation and social
security. As such, merchant accrual balances of £45.3m as at 30 April 2024 and £53.5m as at 30 April 2023 are stated excluding the
corresponding VAT.
Moonpig Group plc | Annual Report and Accounts 2024
58
Adjusted Operating Cash Conversion
The Group is strongly cash generative, with operating cash inflows of £74.2m (FY23: £56.2m) representing Adjusted Operating Cash
Conversion of 78% (FY23: 67%). The increase in Operating Cash Conversion reflects prior year one-time capital expenditure on new
operational facilities in both the UK and the Netherlands.
Year ended
30 April 2024
Year ended
30 April 2023
4
Profit before taxation 46.4 34.9
Add back: Finance costs 19.9 13.6
Add back: Adjusting Items (excluding share-based payments)
1
10.7 15.1
Add back: Adjusting Items - Share-based payments 1.1 5.4
Add back: Depreciation and amortisation (excluding acquisition amortisation)
1
17. 4 15.2
Adjusted EBITDA 95.5 84.2
Less: Capital expenditure (fixed and intangible assets) (13.7) (22.6)
Adjust: Impact of share-based payments
2
3.1 1.9
Add back: Decrease / (increase) in inventories
3
5.2 (0.8)
Add back: Increase in trade and other receivables
3
0.3 5.3
Add back: (Decrease) in trade and other payables
3
(16.2) (11.8)
Operating cash flow
4
74.2 56.2
Adjusted Operating Cash Conversion 78% 67%
Add back: Capital expenditure 13.7 22.6
Add back: Loss on disposal and right of use asset impairment 0.2 0.5
Add back: (Decrease) / increase in debtors and creditors with undertakings formerly under common control 0.3
Less: Adjusting Items (excluding share-based payments and amortisation) (2.4) ( 7.7 )
Less: Research and development tax credit (0.4) (0.4)
Cash generated from underlying operations 85.3 71.5
Settlement of M&A related employee bonuses at Experiences
4
(13.5)
Cash generated from / (used in) operations 85.3 57.9
1 The prior year Adjusting Items (excluding share-based payments) and Depreciation and Amortisation numbers have been restated to reflect the classification
of acquisition amortisation as an Adjusting Item.
2 Comprises: (1) the add-back of non-cash share-based payment charges of £2.6m (FY23: £2.2m) relating to operation of post-IPO Remuneration Policy, which
are not classified as an Adjusting Item; offset by (2) the cash impact of employer’s national insurance of £0.2m (FY23: £0.3m) arising on pre-IPO share-based
payment charges, which are classified as an Adjusting Item (Refer to Note 6). In FY24 the charge was offset by a release of £0.7m in relation to a true up of NI
at year end to reflect the share price at the vesting date of the pre-IPO share awards.
3 Working capital movements for the year ended 30 April 2023 have been adjusted for the opening balances arising upon acquisition of Experiences.
4 Operating cash flow excludes settlement of legacy incentive obligations in FY23 associated with the acquisition, which were fully provided for in the opening
balance sheet.
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 allocation
We remain disciplined in our approach to allocation of capital and continue to prioritise organic investment to drive growth, including
investment in technology and marketing. Future investments may extend to new geographical markets, contingent upon achieving
optimal customer acquisition costs and confidence in customer lifetime value. We will also selectively consider value-accretive M&A
opportunities, maintaining a high threshold for strategic and financial returns.
Over the past two financial years, we have also focused on balance sheet deleveraging. In FY24, we reduced net leverage from
1.99x to 1.31x, a decrease of approximately 0.7 turns. Given our strong cash generation, there is potential for a similar reduction in net
leverage in FY25. To maintain an efficient capital structure, our target is to operate with net leverage of approximately 1.0x over the
medium term, with flexibility to move beyond this as business needs require.
We will continue to prioritise investment to drive the execution of our growth strategy. With our consistent strong operating cash
generation and the progress being made with deleveraging, we will also have the financial flexibility to consider returning excess
capital to shareholders.
Chief Financial Officer’s review continued
Corporate governance Financial statementsStrategic report
59
Outlook
Trading since the start of the year has been in line with our expectations, with both new and existing customer orders in growth.
In the context of the current macroeconomic environment, we expect FY25 revenue growth (after adjusting for temporarily higher
breakage on experience vouchers in FY24) at a mid to high single digit percentage rate, underpinned by growth in orders at the
Moonpigbrand.
Our business is well positioned to deliver sustained growth in revenue, profit and free cash flow, driven by our continued focus on data
and technology. With respect to the medium-term, we are targeting double digit percentage annual revenue growth, an Adjusted
EBITDA margin rate of approximately 25% to 26% and growth in Adjusted earnings per share at a mid-teens percentage rate.
Technical guidance
Capital expenditure We expect total recurring tangible and intangible capital expenditure to equate to between 4% and 5%
of revenue in FY25, and we plan to maintain this ratio in the same range going forwards. Within this, we
expect that tangible capital expenditure will be in the region of £2m per year.
We are evaluating potential for investment in automation and robotics at our UK fulfilment centre to
increase efficiency and provide additional capacity at periods of peak throughput for gifting. If pursued,
this would require additional capital expenditure in the range of low to mid single digit millions in FY26.
Depreciation and
amortisation
We expect depreciation and amortisation of between £20m and £23m in FY25. This includes depreciation
of purchased tangible fixed assets (including right-of-use assets) and amortisation of internally generated
intangible fixed assets but excludes the amortisation of intangible fixed assets arising on business
combinations.
Acquisition amortisation We expect the amortisation of intangible fixed assets arising on business combinations to be
approximately £8m in FY25 and anticipate that this will be the only Adjusting Item for the year.
Net finance costs We expect net finance costs in FY25 to be in the region of £12m. This includes expected interest payments
on the new RCF of approximately £8m (based on the Group’s expected deleveraging profile, current
forward market expectations for SONIA and hedging arrangements currently in place). Deemed interest
on the merchant accrual is expected to be approximately £2m. The remainder relates to deemed interest
on lease liabilities and the amortisation of up-front RCF arrangement fees and hedging fees. 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 between 25% and 26% of reported profit before taxation in
FY25 andthereafter.
Share based payments We expect the total charge for share based payments (relating to the LTIP, DSBP and SAYE share
schemes) to be approximately £6m in FY25. The actual charge may vary to the extent that there are “bad”
leavers and, for the element of each LTIP awardwhich is subject to an EPS performance condition, in the
event of profit outcomes that vary from current expectations. These share based payment charges will not
be classified as an Adjusting Item.
Pre-IPO Award The final tranche of the pre-IPO award vested on 30 April 2024. This is expected to result in cash
outflows of approximately £5m (excluding national insurance costs) and the expected issue of 1,413,971
shares,both arising in Q1 FY25.
Andy MacKinnon
Chief Financial Officer
26 June 2024
Risk management process
Twice-annual assessment of the Group’s principal and emerging risks and the effectiveness of risk mitigations.
Sustainability risk management is assessed as part of the Group’s overall risk management framework.
Moonpig Group plc | Annual Report and Accounts 2024
60
Risk management
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
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 sustainability
risk register) taking account of advice from the
AuditCommittee.
First Line: Executive Committee
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.
Second Line: Oversight functions
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.
Third Line: Independent assurance
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.
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 sustainability risks.
Corporate governance Financial statementsStrategic report
61
Effectiveness of risk management and internal control
The Audit Committee supported the Board to complete its annual review of the effectiveness of the Group’s risk management and
internal control framework in March 2024. The Audit Committee report (page 86 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 FY24, the Group undertook various initiatives to progress its management of risk, some of which are outlined below:
Migration of Experiences onto the Group’s finance and payments systems.
Establishment of a single financial operations team that is responsible for processing transactions relating to all of the
Group’ssegments.
Revision of the Group’s treasury policy to set out a more structured framework for the operationalisation of interest rate and foreign
currency hedging.
Implementation of internal audit recommendations relating to inventory management, technology security and a cross-functional
“health check” review of key internal controls at Experiences.
Creation of a sustainability risk management process, encompassing existing climate risk management procedures.
Ongoing work relating to the implementation of new systems that are expected to commence operation in FY25, including systems
for financial planning and forecasting, for the preparation of external financial reporting, for contract management, for UK
demand planning and for warehouse management in the UK.
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 sustainability 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
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2023, November 2023 and June 2024, with particular focus
on the principal risks identified.
Five-step risk
identification process
Moonpig Group plc | Annual Report and Accounts 2024
62
Emerging risks
Emerging risks are new or changing risks, for which likelihood and impact are uncertain or unknown, which we believe are not
immediate but which may represent a significant future threat. Horizon scanning for emerging risks is performed as an integral part of
the risk management process, with input from risk owners across the business, with review by the Executive Committee and approval
by the Board, taking account of advice from the Audit Committee. Examples of emerging risks that we continue to monitor include:
The pace of technological change with regards to Artificial Intelligence. Our current assessment it that this presents significant
opportunities, however we remain vigilant with respect to future developments that might impact either customer behaviour or
competitive dynamics.
The possibility that physical greeting cards might become less culturally relevant in the markets where the Group operates. There is
no evidence of this currently, either for consumers generally or for any age cohort. We have seen no evidence of generational shifts
in behaviour, and consumers see digital alternatives (such as video or voice messages and e-cards) as complementary rather
than substitutional.
In addition, whilst the risk of changes to postal services is one of the Group’s principal risks, we also monitor changes in risk relating
tothis topic, for instance in connection with the UK regulator Ofcom’s 2024 consultation on the design of the universal postal service.
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.
The Group’s principal risks and uncertainties are set out below.
When considering principal risks, the Board has regard for the
Group’s three-year viability assessment period, which aligns to
its technology investment cycle. 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 sustainability risks are set out on page 29. 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).
The Board has approved amendments of the Group’s assessment
of principal risks since the prior year. The risk in relation to
leadership retention has been removed following approval of
the 2023 Remuneration Policy at AGM. The risk in relation to
input cost inflation has been removed as the Group has not seen
significant input cost inflation; the Group continues to monitor this
closely. Other risks have been amended as appropriate based
on the output of risk management assessment.
Key
1
Technology security and data protection
2
Consumer demand
3
Strategic delivery
4
Changes to the postal services
5
Brand strength and reputation
6
Disruption to operations
Key
Increasing Decreasing Stable
Probability of realisation of principal risks
Potential impact of principal risks, net of mitigating actions being taken
Moderate
Moderate
High
High
Major
Major
1
2
3
4
5
6
Risk management continued
Corporate governance Financial statementsStrategic report
63
Risk Description Management and mitigation Developments in FY24 Risk trend
1
1
Technology
security
and data
protection
As a digital platform business,
the Group requires its technology
infrastructure to operate.
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 66 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’s technology security
team, which oversees Moonpig
and Greetz, additionally assumed
responsibility for Experiences
during FY24.
An FY24 internal audit review
of key internal controls at
Experiences identified no
significant findings relating
todata privacy.
Internal audit performed a
review of the technology security
environment across the Group in
FY24 and implementation of its
recommendations is underway.
2
Consumer
demand
Should macroeconomic
conditions worsen in future,
this could impact demand and
Grouprevenue.
The UK greeting card market has
proven to be relatively resilient
torecession.
At Moonpig and Greetz, our
approach is focused around
acquiring loyal customer cohorts
that drive recurring annual
revenue, with 89% (FY23: 89%) of
revenue at these segments from
existing customers.
Our business model is flexible,
and we can respond rapidly
to economic changes, for
instance with respect to pricing,
merchandise range and
costbase.
The Group has not experienced
any further deterioration in
the economic environment
duringFY24.
We have continued the
development of new technology
features that promote customer
lifetime value, such as Moonpig
Plus, Greetz Plus and card
creativityfeatures.
3
Strategic
delivery
The Group’s strategy is focused
on investment in technology and
data to drive growth across each
of our businesses. There is a risk
that this strategy does not deliver
growth in revenue and profit to
the extent expected.
Our strategy for Experiences is to
transform it from an ecommerce
marketing operation into a
technology and data-led
platform. 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 Group monitors return on
investment for all technology
development. The product,
data and technology functions
are managed to enable rapid
redirection of resource towards
those projects that most strongly
contribute to revenue growth.
Should our strategy not deliver
growth in revenue to the extent
expected, there is scope to flex
investment accordingly.
The velocity of new product
development on the Moonpig
and Greetz technology platform
has remained high across FY24.
The re-platforming of Experiences
has progressed in line with
ourexpectations.
Work to deliver revenue synergies
from the Experiences acquisition
is ongoing, with developments
in FY24 including the launch
of digital gift experiences
withe-cards.
Moonpig Group plc | Annual Report and Accounts 2024
64
Risk Description Management and mitigation Developments in FY24 Risk trend
1
4
Changes to
the postal
services
Moonpig and Greetz use
regulated postal services for the
delivery for greeting cards sent by
envelopepost.
Demand for single greeting cards
could be impacted by changes
to the frequency, reliability or
affordability of postal delivery.
In 2024, the UK regulator with
responsibility for the universal
postal service (Ofcom) carried
out a consultation on the future
of Royal Mail’s universal service
obligation.
It is possible that Royal Mail could
in future cease daily mail flights
from Guernsey, where one of
Moonpig’s production facilities
isbased.
We maintain good relationships
with postal service providers
and there is regular, senior-level
communication.
We have engaged in Ofcom’s
“The Future of the Universal
Postal Service” consultation.
Our strategy is to grow attached
gifting, which moves orders from
envelope post to parcel courier
delivery for which there are
multiple providers.
At Experiences, a significant
proportion of orders are fulfilled
digitally rather than physically.
We are also innovating solutions
for digital delivery at Moonpig
and Greetz.
Cessation of mail flights from
Guernsey would not impact our
ability to fulfil Moonpig greeting
card orders.
A core part of our strategy is to
grow the proportion of orders
with a gift. Roughly one-in-six
UK orders have a gift attached,
which means that they are a
parcel delivery through a courier
network and hence would be
unaffected by any changes.
We have a growing database
of 90m (April 2023: 84m)
customer occasions reminders.
We now send the first reminder
to customers 14 days before each
occasion, to encourage them to
place card orders earlier.
For recent peak trading
periods we have operated an
arrangement with Royal Mail
to send cards through their
Tracked 24 service (which is a
different, separate network from
the regular postal service) at an
attractive consumer price point.
In December 2023 we launched
the ability to send an e-card
with a digital gift experience,
a proposition that effectively
eliminates potential postal delays.
5
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.
There is high consumer
awareness of the Group’s brands,
which is maintained by ongoing
investment in marketing. This is
further strengthened by network
effects from recipients receiving
cards and gifts.
Significant ongoing investment in
technology, with innovations such
as video and audio messages
in greeting cards, helps to
differentiate our brand from its
online and offline competitors.
Investment in data protection
and technology security helps
to protect the Group from the
adverse impact of a data breach
or cyber-attack.
The Group has continued to
invest significantly in brand
marketing throughout FY24.
We have continued to invest
significantly in technology,
focusing on innovations that
differentiate our brand from its
online and offline competitors,
such as audio messages, AI
driven ‘smart text’ message
recommendations, Moonpig
Plus, Greetz Plus and testing the
prototype Mooning for Business
solution for SME business-
to-employee greeting cards
andgifts.
Risk management continued
Corporate governance Financial statementsStrategic report
65
Risk Description Management and mitigation Developments in FY24 Risk trend
1
6
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.
In the UK, there was service
disruption at Royal Mail during
FY23 due to industrial action.
Thiscould recur in future periods.
The Group uses third-party
suppliers for 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.
The Group carries out due
diligence on key suppliers at
the onset of a relationship. This
includes technology and data
protection due diligence and
checks on financial viability.
Experiences offers digital voucher
fulfilment, so could continue to
trade in the event of disruption to
its operations.
The Group continues to operate
a multi-site approach to ensure
UK operational resilience. The
Group’s facilities at Tamworth
and Guernsey operate alongside
the use of outsourced partners.
In the Netherlands, we have a
standby agreement with a third
party that would provide card
fabrication and gift fulfilment
services in the event of significant
disruption to our facility in Almere.
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.
1 This risk trend is based on the risk position in the current year compared to the previous year, as assessed at the June 2023 and June 2024 Board meeting.
Moonpig Group plc | Annual Report and Accounts 2024
66
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.
Internal audit performed a review of the technology security
environment across the Group in FY24 and implementation of
itsrecommendations is underway.
Following the establishment of the Group’s internal audit
programme, Data privacy posture at Moonpig and Greetz was
reviewed by internal audit 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.
An FY24 internal audit “health check” review of key internal
controls at Experiences identified no significant findings relating
to data privacy.
Risk management continued
Corporate governance Financial statementsStrategic report
67
Viability statement
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 16 to 17) and the principal risks and uncertainties (as
described on pages 62 to 65).
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 Moonpig and Greetz 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.
During the financial year the Group replaced its previous debt
facilities with a new £180m committed four-year RCF. The RCF
has an initial maturity date of 29 February 2028 with an option
toextend by one year, subject to lender approval.
Each of the Group’s principal risks has a potential impact and has therefore been considered as part of the assessment.
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 disruption to trading
We have modelled a 5.3 percentage point reduction in the compound annual growth rate (CAGR) of
forecast revenue across the viability period to capture potential risks such as lower purchase frequency,
fewer new customers, reduced attach rates, lower average order value, decreased gross margin
rate, disruption to fulfilment operations or disruption to regulated postal services. Different revenue
sensitivities have been applied to each segment to reflect their respective risk profiles. The modelling
is consistent with the sensitivity analysis related to the value in use (VIU) of the parent company
investment (see Note 4 of the Company financial statements). The percentage CAGR is expressed for
the three-year viability period rather than for the six-year pre-perpetuity period assumed in the VIU
calculation, however it is based on the same absolute forecast revenue figures.
Consumer demand
Strategic delivery
Brand strength and reputation
Changes to the postal services
Disruption to operations
The Group’s forecast liquidity headroom and forecast ongoing
compliance with the six-monthly financial covenants set out in
the RCF agreement are both considered.
The CEO and CFO, through the Executive Committee, lead the
planning process. 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 2024.
As set out in the Audit Committee report at pages 86 to 95,
theAudit Committee reviews and discusses with management the
schedules supporting the assessments of going concern and viability.
The assessment period
The Directors have determined that three years to 30 April 2027 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 62 to 65.
The results of this scenario modelling indicate that the business
would be able to withstand a combination of both scenarios,
without recourse to mitigating actions. This reflects the resilience
of the Group’s business model, its profitability and strong
operating cash conversion and its current liquidity headroom.
In the event of such a scenario, management would have 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 RCF or else exhaust liquidity.
The probability of this scenario occurring was deemed to be
remote given the resilient nature of the Group’s business model
and its strong operating cash conversion.
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 30 April 2027.
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.
Moonpig Group plc | Annual Report and Accounts 2024
68
Non-financial and sustainability information statement
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 and sustainability matters and identifies 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 48 to 49
Stakeholders Group Data Protection Policies
Code of Conduct
Stakeholder engagement pages 20 to 22
s172 statement pages 20 to 22
Board activities page 84
Sustainability disclosures pages 23 to 47
Task Force for Climate-related Financial Disclosures
(“TCFD”) pages 26 to 41
Employee engagement page 21
Technology security and data privacy page 66
Corporate governance report pages 70 to 121
Audit Committee report pages 86 to 95
Environmental Environmental Policy Sustainability disclosure pages 23 to 47
Climate-related
financial disclosures
N/a Sustainability disclosure pages 23 to 47
Task Force for Climate-related Financial Disclosures
(“TCFD”) pages 26 to 41
SASB Standards pages 46 to 47
Employees Code of Conduct
Flexible Working Policy
Whistleblowing Policy
Health and Safety Policy
Health, Safety and Environment Integrated
Management System
Sustainability disclosure pages 23 to 47
s172 statement pages 20 to 22
Human rights Anti-Slavery and Human Trafficking Policy
Code of Conduct
Human rights page 69
Social matters Anti-Slavery and Human Trafficking Policy Sustainability disclosure pages 23 to 47
Directors’ report pages 118 to 120
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 69
Principal risks and
impact on the business
N/a Risk management pages 60 to 66
Principal risks pages 62 to 65
Business model pages 12 to 13
Audit Committee report pages 86 to 95
Corporate governance Financial statementsStrategic report
69
Across the Group, policies and codes of conduct are in place
toensure consistent governance. For the purposes of the Non-
Financial Reporting requirements, these include, but are not
limited to the following:
People
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.
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 make
reasonable adjustments during the application process as well
as during employment. We are also committed to continuing
employment of, and for arranging appropriate training for,
employees who have become disabled whilst employed by the
Company. Training, development and promotion opportunities
are provided for all employees, with learning and development
provided in flexible and accessible ways.
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.
Online training is provided to all employees, including part-time
employees and contractors, on issues of modern slavery.
The Group is committed to implementing and enforcing effective
systems and controls to ensure modern slavery does not take
place anywhere in its own business or in any of its supply chains.
The Group publishes its Modern Slavery Act Transparency
Statement annually on its corporate website and it can be
accessed at www.moonpig.group.
Data protection
As a data-driven business, the Group is committed to respecting
and protecting the privacy and security of personal information.
The Group’s Privacy Statement governs how it collects, handles,
stores, shares, uses and disposes (including timely deletion)
of information about people, whether they are customers,
employees or people in the Group’s supply chain. The Group
does not rent, sell, or provide personal data to third parties
for purposes other than completing transactions or providing
our services. Data Protection Policies are a key element of
corporate governance within the Group. The Group’s privacy
notices are available on the Group’s corporate website at
www.moonpig.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 Company
Secretary, with support from the Chair of the Audit Committee
and, where appropriate, remedial actions taken. Employees
receive annual training on our whistleblowing policy, and posters
advertising the service are displayed in all locations.
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 can be accessed 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 dividends. This is to be kept under review, in the context of
the approach to capital allocation set out on page 58.
The Strategic report was approved by the Board of Directors and
signed on its behalf by:
Nickyl Raithatha
Chief Executive Officer
26 June 2024
Moonpig Group plc | Annual Report and Accounts 2024
70
The Board brings the right
balance of skills and expertise
to deliver long-term success.
Board of Directors
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 and served as Chief Executive Officer of Finery, an
online British womenswear brand from 2014 until 2017. Nickyl was
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
Financial statements
71
Strategic report Corporate governance
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 Keens will formally retire from the board of Auto Trader
Group at the conclusion of its AGM on 19 September 2024.
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
Moonpig Group plc | Annual Report and Accounts 2024
72
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 Sustainability 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: None.
Other appointments: Chair of 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 adviser 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 Sustainability 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 continued
Financial statements
73
Strategic report Corporate governance
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.
ShanMae Teo
Independent
Non-Executive Director
Committee Key
Audit Nomination Remuneration Chair
Moonpig Group plc | Annual Report and Accounts 2024
74
Chair’s corporate governance introduction
On behalf of the Board, I am pleased to present the Group’s
corporate governance statement for the year ended
30April2024.
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.
The Board has been briefed on the changes introduced by the
UK Corporate Governance Code 2024 that will apply to the
Group with effect from FY26 and for Provision 29 (which deals
with the effectiveness of the Company’s risk management and
internal control framework) with effect from FY27. We intend to
comply with the new code from its effective dates and work has
commenced to facilitate compliance.
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
in the Corporate governance statement on pages 76 to 85.
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 can be accessed on the Group’s
website at www.moonpig.group/investors, sets out our policy
on diversity with respect to the Board of Directors, the Board
Committees, the Executive Committee and their direct reports
within the Extended Leadership Team.
I am pleased to report that as at 30 April 2024 and as at the date
of this report, the Board meets the Listing Rules’ diversity targets:
for at least 40% of individuals on the Board to be women (we
have 43% female representation); 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 an ethnic
minority background (as the Board currently has two ethnic
minority directors).
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 first externally-facilitated Board and
Committee evaluation were discussed at our March 2024 Board
meeting, together with progress against actions from prior years’
evaluations. These are summarised in the Corporate governance
statement on page 83. We intend to conduct an internal review
in FY25.
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 review of stakeholder
engagement can be found in the Strategic report on pages
20to22.
Remuneration policy
As reported in last year’s Annual Report, we consulted with
our largest shareholders regarding the proposed changes to
the Remuneration Policy that was brought to shareholders for
approval at the 2023 AGM. I was pleased that over 82% of votes
cast were in favour of the new Remuneration Policy.
External audit tender
During the year, the Group carried out a competitive tender
process for the role of external auditor, in compliance with the
requirement to tender the external audit at a minimum every ten
years. Based on the recommendation of the Audit Committee,
which oversaw the tender process, the Board approved the
selection of PricewaterhouseCoopers LLP as external auditors for
the financial year ending 30 April 2026, subject to shareholder
approval at the September 2025 AGM. Details are set out in the
Audit Committee report on pages 86 to 95.
Annual General Meeting
The 2024 AGM is scheduled to take place at 10:00am on
19September 2024 and will be held at the offices of AllenOvery
Shearman Sterling LLP, One Bishops Square, London E1 6AD.
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
26 June 2024
The Board is committed to
maintaining high standards
of corporate governance.
Financial statements
75
Strategic report Corporate governance
Board leadership and Company purpose See page 76
Division of responsibilities See page 80
Composition, succession and evaluation See page 82
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.
The roles of the Chair, Executive and Non-Executive Directors, and the Company Secretary are set
out in the Corporate governance statement.
Board
Committees
The Board delegates certain matters to its three permanent Committees, the terms of reference of
which can be accessed at www.moonpig.group/investors/corporate-governance/.
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 86 to 95
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 96 to 101
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 102 to 117
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.
The Group has a delegation of authority framework in place, which ensures that decisions are taken at the appropriate level and
supports the effective management of the Group. The delegation of authority framework includes a schedule of Matters Reserved
for the Board. The Matters Reserved for the Board and the Terms of Reference of the three permanent Board Committees can be
accessed at www.moonpig.group/investors/corporate-governance/.
Operation of the Board See page 84
Audit, risk and internal control See page 86
Remuneration See page 102
Moonpig Group plc | Annual Report and Accounts 2024
76
This statement explains key
features of the Companys
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 who care about each other.
Our strategy
To become the ultimate gifting companion to our customers.
Corporate governance statement
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.
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.
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.
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”.
Financial statements
77
Strategic report Corporate governance
Be Brave is reflected in
the delivery of significant
projects including the
launch of Moonpig
Plus and Greetz Plus
subscription memberships,
testing our prototype
Moonpig for Work solution
for SME business-to-
employee greeting cards
and gifting and the rapid
growth of Moonpig in
Australia and the United
States of America.
Keep It Simple is reflected
in organisation structure
changes that we made
this year to further
improve cross-functional
collaboration across
Moonpig and Greetz.
Raise the Bar is apparent
both in the ambitious pace
of operational delivery
during the year and in
the accelerating pace of
technology development.
Think Team can be
seen in the way all
parts of the business
have collaborated to
deliver improvements
to product, operations,
technology, customer
experience and the use
ofartificialintelligence.
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.
Executive management continues to embed our values across the business. For prospective and new employees, the four values are
acore element of the Group’s candidate attraction, hiring and onboarding activities, whilst for existing employees they are embedded
in recognition programmes, for instance “values shout outs” in regular All Hands meetings, and in the performance appraisal and
management processes.
The Board uses a variety of methods for assessing and monitoring the Group’s culture, which include:
Reviewing the results of the twice-annual employee
engagement survey carried out by executive management.
As was the case last year, the survey includes five questions
to assess how the Group’s values are resonating. The Board
was pleased to note that, across the two surveys carried out
during the year, 67%
1
(FY23: 70%) of respondents agreed
that “ I believe our Company values match our culture”.
Reviewing culture KPI data including employee turnover,
vacancies and promotions.
Reviewing whistleblowing reports, where these arise.
During FY24, there was one whistleblowing report (FY23:
nil) which was made directly to the Company Secretary,
who is the Whistleblowing Reporting Officer for the Group.
The Company Secretary investigated the allegations made
confidentially and thoroughly through interviews, written
responses to questions and a review of documents, with
oversight from the Audit Committee Chair. No evidence was
found to support the allegations. The outcome was reported
to the Board.
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, from other
meetings with employees 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 year the DNED met with groups of employees
ateach of our main sites.
During the financial year, the Group has incurred nil
(FY23:nil) fines associated with violations of bribery,
corruption, or anti-competitive standards.
1 For FY23 these surveys operated across Moonpig and Greetz; for FY24 these surveys operate across the whole Group, including the Experiences segment
(which was acquired in July 2022).
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 FY24, specific examples of alignment with values include:
Moonpig Group plc | Annual Report and Accounts 2024
78
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 and has held this role
since 2021. A defined programme of workforce engagement meetings was drawn up for FY24 to
enable the DNED to meet with groups of employees from various locations.
The Board regularly reviews the effectiveness of the workforce engagement activities to ensure
they add value to employees and to the Board. For FY24 it was decided that the DNED would
give a presentation at each workforce engagement session.
This year the DNED gave a presentation to each group on the role the Board and its Committees
play in the business, and the main areas of activity of each committee, including the
Remuneration Committee’s role. This was followed by a time of discussion and for feedback from
employees on the presentation and location-specific feedback on topics raised by employees.
The Board was provided with feedback from those sessions.
As a result of the presentations, employees felt they had a better understanding of how the
Board and its Committees operated. Other feedback relating to employee pay was reported to
management to be addressed in future employee face to face and written communications.
The DNED also met with the leadership of the People Team (human resources function) to review
the output from employee engagement surveys.
The DNED joins several employee “All Hands” meetings each year as an observer.
In 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.
Individual NEDs have interacted with employees on 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 to discuss financial performance.
David Keens and other Audit Committee members have engaged with the finance function
leadership team in connection with the external audit tender.
Niall Wass participated in a hosted session at the Group’s all-employee annual strategy day.
Susan Hooper meets quarterly with the Sustainability lead on the Executive Committee to
discuss matters related to the Group’s climate transition plan.
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 commissions twice-annual, externally-facilitated employee engagement
surveys to ensure that employees are given a voice and that the business can act on employee
feedback. 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 Sustainability strategy (see page 25).
On average, across the two employee surveys that the Group carried out in the year, 74% of
employees were proud to work for the Group (FY23: 78%).
The Group’s average overall employee engagement score for the two surveys improved year-
on-year to 61% (FY23: 61%), but remained below target, reflecting the continued impacts from
operating in an environment of greater cost discipline and lower FY23 Group bonus scheme
outcomes for measures relating to financial performance. Further information is provided on
page 25.
Corporate governance statement continued
Financial statements
79
Strategic report Corporate governance
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 sustainability matters, with
care taken to ensure that price-sensitive information is released to all shareholders at the
sametime.
During FY24, 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. A wide range of topics
were discussed, including the Group’s progress in implementing new technology features,
strategic progress at Experiences, the drivers of the Group’s return to revenue growth, the extent
to which improvements in gross margin rate are expected to be sustained, deleveraging and
capitalallocation.
In response to unprompted feedback received from several of the Group's major shareholders
during meetings with management, a change was made to the definition of Adjusting Items to
include the amortisation of intangible assets arising on business combination. Further information
is set out in the Audit Committee report on page 88.
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 2024 (30 April 2023: eleven).
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 permanent Board Committees are each available
for meetings with major shareholders to discuss matters related to their areas of responsibility
and, together with all other Directors, attended the 2023 AGM to meet shareholders and answer
any questions.
At the request of the Audit Committee, the Company Secretary wrote to the Company’s ten largest
shareholders, including Exponent, advising them of the Company’s intention to put the external
audit out to tender and outlining the process. Further information on the external audit tender is
set out in the Audit Committee report on pages 94 to 95.
In response to inbound requests, the Chair engaged face to face and virtually with several
shareholders on a variety of topics including governance and remuneration.
During the year, the Company Secretary engaged with one shareholder that wanted further
detail on the Group’s approach to addressing its gender pay gap.
The Chair of the Remuneration Committee (together with the Chair) consulted with the
Group’s ten largest shareholders after Exponent in relation to the 2023 Remuneration Policy.
The policy was amended to reflect feedback, and the revised policy was approved at the
September2023AGM.
Shareholders can provide information for sharing with the Board on particular topics or voting
policies via the Company Secretary.
Board oversight
The Board is kept informed
of the viewsandopinions
of shareholders
andanalysts.
Directors receive investor relations updates from the CFO at each Board Meeting.
The Company’s corporate brokers, J.P. Morgan Cazenove, attend several Board meetings each
year at which they provide 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.
Moonpig Group plc | Annual Report and Accounts 2024
80
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 can be accessed at www.moonpig.group/investors/corporate-governance/.
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.
Provides leadership to the Executive Committee and Extended Leadership team.
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.
Ensures the Group remains appropriately funded and capital structure
iseffectivelymanaged.
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, until his
resignation on 25 April 2024).
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 continued
Financial statements
81
Strategic report Corporate governance
The Board’s 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 FY24 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 20 to 22.
Section 172(1) of the Companies Act 2006 The Board’s actions
(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 16 to 17 of this Report.
Reviewed the Group’s risk management framework (see pages 60 to 61) and considered
the Group’s principal risks (see pages 62 to 65).
Approved the Group’s FY25 annual budget and three-year plan.
(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 Sustainability strategy, which includes goals focused on increasing
the representation of women and ethnic minorities in our leadership and raising employee
engagement (see pages 23 to 25).
Approved an all-employee award under the Group’s SAYE Scheme.
Received regular updates from the DNED on workforce engagement activities.
Received updates on the results of employee engagement surveys.
(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. The score for FY24 is 56.5% (FY23: 60.0%).
Considered and approved the Group’s Modern Slavery Statement.
Discussed the impact on suppliers of the Group’s aim to obtain commitments to set net
zero reduction targets aligned with SBTi criteria from suppliers covering 67% of its Scope 3
emissions by 30 April 2030.
(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 Sustainability strategy, which includes
goals focused on community and environmental impact.
Approved updates to the Sustainability strategy (see pages 23 to 25).
(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.
Operated a comprehensive corporate governance framework, which is summarised on
page 75.
Complied with the Code in full throughout the year.
Approved a range of policies and procedures which promote corporate responsibility and
ethical behaviour.
On an annual basis all Directors complete online compliance training modules and
receive an update from the Group’s legal advisers. During the year, the Board received
training on artificial intelligence. No additional training needs were identified during the
Board’s annual evaluation.
Received regular corporate governance updates and 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.
The CEO and CFO spent considerable time engaging with the Group’s shareholders
through a mixture of emails, video calls and face to face meetings.
The Non-Executive Directors engaged with shareholders through the Chair, Senior
Independent Non-Executive Director (“SID”) and Committee Chairs as appropriate.
Attended the AGM, which is held near the Group’s London head office. We consider
central London, with its access to national and international travel networks, to be the
most convenient location for our shareholder base (28% registered overseas, 55% based
in London and the south east of England, and 17% based in the rest of the UK).
At IPO, a Relationship Agreement was put in place to ensure the Company was capable
at all times of carrying on its business independently of Exponent, its former controlling
shareholder. On 25 April 2024, Exponent ceased to be a substantial shareholder of the
Company, accordingly the Relationship Agreement ceased to have effect.
Moonpig Group plc | Annual Report and Accounts 2024
82
Composition, succession and evaluation
Board composition
The Board comprises seven Directors: The Non-Executive Chair (who the Board considers was independent on appointment), two
Executive Directors and four Independent Non-Executive Directors. Until 25 April 2024 the Board also included one Non-Executive
Director (the “Nominee Director”).
The Company regards each of the Independent Non-Executive Directors 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.
Relationship Agreement
The Company and Exponent had entered into a relationship agreement (the “Relationship Agreement”) to ensure that the Company
was capable at all times of carrying on its business independently of its former controlling shareholder.
Under the Relationship Agreement, Exponent had a right to nominate one Non-Executive Director to the Board whilst its shareholding
in the Company were greater than or equal to 10%. On 25 April 2024 Exponent’s shareholding in the Company fell to 8.22%, and
therefore the Relationship Agreement fell away and the Nominee Director, Simon Davidson, resigned from the Board. Simon was not
considered to be independent within the meaning of the Code.
Board and Committee membership
The membership of the Committees of the Board, Director tenure and attendance at scheduled Board and Committee meetings for
FY24 are set out in the table below:
Attendance at meetings during FY24
2
Name
1
Date of
appointment
to the Board
Tenure as at
30 April 2024
(years)
Board
meetings
Audit
Committee
meetings
Remuneration
Committee
meetings
Nomination
Committee
meetings
Kate Swann 10/01/2021 4 years 6 months
3
8/8
4
N/a N/a 2/2
4
Nickyl Raithatha 23/12/2020 3 years 4 months 8/8 N/a N/a N/a
Andy MacKinnon 23/12/2020 3 years 4 months 8/8 N/a N/a N/a
David Keens 10/01/2021 3 years 3 months 8/8 4/4
4
4/4 2/2
Susan Hooper 10/01/2021 3 years 3 months 8/8 4/4 4/4
4
2/2
Niall Wass 10/01/2021 3 years 3 months 8/8 4/4 4/4 2/2
ShanMae Teo 27/06/2022 1 year 10 months 8/8 4/4 4/4 2/2
Simon Davidson
1
10/01/2021 N/a 7/ 7 N/a N/a N/a
Average tenure as at 30 April 2024 3 years 3 months
1 The composition of the Board and its Committees is shown as at 30 April 2024, with the exception of Simon Davidson, who resigned from the Board on 25 April
2024. His attendance is shown up to the date of his resignation.
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).
4 Indicates Chair of Board or relevant Committee.
Ad hoc conference calls and Committee meetings were also convened or papers circulated to the Board or Committee for approval
todeal with specific matters which required attention between scheduled meetings.
Corporate governance statement continued
Financial statements
83
Strategic report Corporate governance
Board evaluation
During the year, the Board completed its first externally-facilitated evaluation of the Board, its Committees, the Chair and the
individual Directors. The Company Secretary conducted interviews with five firms and after consideration of proposals from each as
to their experience, approach and value for money, prepared a shortlist for consideration by the Chair. Following discussion with the
Board, it was decided to appoint Lintstock Limited (Lintstock) to conduct the review. Lintstock has no other connection with the Group
or individual directors. Lintstock has approved the references in this report to the evaluation.
The external review took the form of online questionnaires completed by each Director. Lintstock engaged with the Chair and the
Company Secretary to ensure that the review would identify both the Board’s performance against an external benchmark and any
year-on-year trends. The questions covered strategy, purpose and culture, the Board’s role and composition, including diversity, time
management, 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 Senior Independent Non-Executive
Director (“SID”) then conducted interviews with each of the Directors, excluding the Chair, to assess the Chair’s performance. Following
those interviews the SID provided feedback to the Chair on her performance. The questionnaires were collated by Lintstock on an
unattributed basis and summaries presented to the appropriate Committees and to the Board for discussion. The individual Director’s
performance evaluation questionnaires were shared by Lintstock directly with the Chair who determined that no follow up with any
Director was required.
The results of the evaluation show that the Board is highly rated overall by its members. The Board also scored highly relative to
Lintstock’s external benchmark.
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 and Nomination Committee responsibilities and continues to demonstrate commitment to her role.
The time commitments of the other Directors were also assessed and considered as part of the evaluation process and the Board
concluded that each of the Non-Executive Directors also continue to devote sufficient time to meet their Board and Committee
responsibilities and continue to demonstrate commitment to their respective roles. Following the board evaluation process, it
was agreed that no changes to the Board’s composition are currently required. The outcomes of the evaluation process and the
composition of the Board and its Committees will be taken into consideration as part of the Board succession planning process.
The following actions have been taken in response to prior year Board and Committee evaluations:
Forum Development area Action taken as at 30 April 2024
Nomination
Committee
Succession planning This item was identified as a focus area for FY23 reflecting the fact that the
Board had been in the process of scaling its activities in this area during the
relatively short time period since the IPO. During FY23 and FY24 work continued
on the talent management and development programme. In both FY23 and
FY24 the CEO updated the Nomination Committee on short-term and long-
term succession planning for the Executive Directors, Executive Committee and
ExtendedLeadershipTeam.
Board Workforce
engagement
Identified as a focus area for FY23. During FY23 the DNED and Company Secretary
enhanced the workforce engagement programme. In FY24 further changes were
made to the programme and the frequency of workforce engagement updates to
the Board was increased.
The following priorities to improve the Board's performance and the value it adds to the business were identified through this year’s
evaluation process:
Forum Development area Focus for the year ahead
Board Strategy The Board's oversight of strategy was very highly rated. The focus in FY25 will be on
balancing strategic priorities and managing short-term and longer-term objectives.
Remuneration
Committee
Remuneration Monitor the operation of the Remuneration Policy that was approved by shareholders
at the 2023 AGM to ensure it operates as intended.
The Board currently intends that the next two annual evaluation cycles will be internally-facilitated. It is anticipated that the evaluation
for FY27 will then be externally-facilitated in compliance with the Code recommendation that an externally-facilitated evaluation takes
place at least every three years.
Moonpig Group plc | Annual Report and Accounts 2024
84
Operation of the Board
Board activities in FY24
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 20 to 22.
The following table sets out some of the Board’s key activities during FY24:
Strategy and operations
Held a Board strategy review day at which the Group’s strategy and the risks to that strategy
were discussed.
Reviewed strategic and operational performance at each Board meeting.
Approved the relocation of the Group’s Dutch office from Amsterdam to Almere during FY25.
People and culture
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 “Group All Hands” meetings with employees.
Financial
Reviewed trading updates and financial performance against budget.
Approved the FY25 annual budget and three-year plan.
Approved the Group’s trading updates, half year and full year results announcements.
Approved audited financial statements for the year ended 30 April 2023.
Approved the refinancing of the Group’s debt facilities.
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 externally-facilitated evaluation of the Board, its Committees and the Chair’s
and individual Directors’ performance and time commitments.
Reviewed the Committees’ Terms of Reference.
Reviewed the internal systems of control.
Received an update from the Group’s legal advisers.
Considered the implications of the UK Corporate Governance Code 2024 that will apply to
the Group with effect from FY26 and for Provision 29 (which deals with the effectiveness of the
Company’s risk management and internal control framework) from FY27.
Considered the recommendations from the Audit Committee relating to the external audit
tender and selected the external auditors for FY26.
Risk management
Reviewed principal and emerging risks.
Reviewed the Group’s sustainability risk register, including climate-related risks.
Investors and other
stakeholders
Received reports and updates on investor relations activities.
Reviewed the Group’s Sustainability 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 79.
The Chair and Remuneration Committee Chair directly engaged with shareholders as set out
on page 79.
At the request of the Audit Committee, the Company Secretary wrote to the Company’s top ten
shareholders, including Exponent, ahead of the external audit tender.
All Directors attended the AGM and were available to shareholders at that meeting.
Corporate governance statement continued
Financial statements
85
Strategic report Corporate governance
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 2024 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.
Board succession planning for Non-Executive Directors will become a focus for the Nomination Committee over the next few years to
ensure an orderly rotation of Directors appointed at IPO. There are both contingency and long-term succession plans in place for the
Executive Directors, which are regularly reviewed by the Nomination Committee.
Conflicts of interest and time commitments
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. The register of Directors’ external appointments is reviewed at each Board meeting.
Any external appointments or other significant commitments of the Directors require the prior approval of the Board. The Board is
comfortable that the external appointments of the Chair and the Independent Non-Executive Directors do not create any conflict of
interest and believes that this experience enhances the capability of the Board. None of the Executive Directors have any external
directorships as at the date of this report.
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. There have been no new appointments during
theyear.
Kate Swann stepped down from the supervisory board of Zooplus in May 2023. Susan Hooper stepped down as Chair of Carbon Gap
in January 2024 and as a Non-Executive Director of WAG Payment Solutions in May 2024. David Keens will formally retire from the
board of Auto Trader Group at the conclusion of its AGM on 19 September 2024.
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 time commitment of the Chair and of each Non-Executive Director is reviewed as part of the annual Board performance
evaluation, and this year’s evaluation concluded that they each continued to devote sufficient time to their role. No instances of
overboarding were identified.
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 information is set out in the Audit Committee report and in the risk management section of the Strategic report.
On 12 March 2024, 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 102 to 117.
Kate Swann
Chair
26 June 2024
Moonpig Group plc | Annual Report and Accounts 2024
86
Audit Committee report
The Audit Committee has
overseen a competitive tender of
the external audit.
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.
Main Committee activities during FY24
Oversaw the competitive tender of the external audit for
FY26 and recommended its first choice and second choice
candidates to the Board.
Approved the financial statements for the year ended
30April 2023.
Reviewed key areas of financial judgement and ensured
consistency of approach has been applied.
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 Moonpig, Greetz
andExperiences.
Reviewed the Group’s evaluation of principal and emerging
risks and uncertainties.
Reviewed the Committee’s performance, its composition
andTerms of Reference.
Committee focus areas for FY25
Approve the financial statements for the year ended
30April2024.
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 and emerging 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.
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) 4/4
More information on the Committee’s Terms of Reference can
beaccessed at www.moonpig.group/investors.
Financial statements
87
Strategic report Corporate governance
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 2024 and sets out the work that the
Committee has performed in respect of this Annual Report.
The Committee comprises the four Independent Non-Executive
Directors: David Keens, Susan Hooper, Niall Wass 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 at least
one Committee member to have recent and relevant financial
experience. The biographies of each member of the Committee
are set out on pages 70 to 73.
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.
The Committee’s Terms of Reference include monitoring the
integrity of the Group’s financial reporting, the effectiveness of
the risk management and internal control framework, internal
audit and the independence, objectivity and effectiveness of
the external audit. When carrying out its work during FY24, the
Committee has focused on significant business developments,
inparticular:
Oversight of the external audit tender process and
recommending to the Board that incumbent auditors
PricewaterhouseCoopers LLP should be selected for
appointment for FY26, subject to shareholder approval.
Approval of a change to the definition of Adjusting Items
to include the amortisation of intangible assets arising on
business combination.
Review of the accounting for the merchant accrual at the
Experiences segment.
Approval of the Group’s first sustainability risk register.
During the year, the Committee conducted a review of its
performance as part of the triennial externally-facilitated
evaluation of the Board and its Committees. The Audit
Committee’s overall performance was rated highly by its
members, with the Committee said to be well run and
comprehensive in its oversight. Full details of the process
and outcomes are set out on page 83.
During the year, the Committee performed a review of the
external auditors’ performance and concluded that the external
auditors remained effective.
The Committee has reviewed the content of 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 122 and
the Moonpig Group plc financial statements in general.
We disclosed in the FY23 Audit Committee report that we
intended to put the external audit to tender no later than the
audit for the year ending 30 April 2026. We carried out the
tender process between September 2023 and June 2024, as
summarised on page 94. The process was overseen by the
Committee and carried out by a Selection Panel comprising
all four Committee members, the CFO and three of his direct
reports. Exploratory discussions were held with several potential
candidate firms, and a Request for Expression of Interest was
sent to three of these. The two final tender candidates both
provided high-quality tender submissions, based on which
the Committee recommended to the Board two choices,
reporting that its first choice recommendation was the Group’s
incumbent auditors, PricewaterhouseCoopers LLP, with the
order of preference based on the Committee’s assessment of
audit quality, audit approach, independence, experience and
capability. The decision was finely balanced. Value for money
was not a significant differentiating factor. The Board agreed
with this and approved the selection of PricewaterhouseCoopers
LLP as external auditors for FY26 subject to shareholder
approval at the September 2025 AGM.
David Keens
Chair of the Audit Committee
26 June 2024
Moonpig Group plc | Annual Report and Accounts 2024
88
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 FY24 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
FY24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.
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.
Experiences merchant accrual
Measurement of the Experiences segment
merchant accrual requires estimation
of the expected future amounts that will
become payable to merchant providers.
The Committee reviewed the estimates of future payments to merchant providers
prepared by management and was satisfied that these were consistent both with the
actual commission rates relating to experience deals sold and with the trend in actual
rates of redemption by recipients.
Alternative Performance Measures
The Annual Report includes reference
to Alternative Performance Measures
(“APMs”), including Adjusted EBIT and
Adjusted PBT, 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 Group has amended its definition
of Adjusting Items to include charges
for amortisation of intangible assets
arising on business combination
(“acquisitionamortisation”).
The Committee reviewed the definition of Adjusting Items and 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 and ensuring balanced
prominence of APMs and IFRS measures taken across the Annual Report as a whole.
During the year, management proposed a change to the definition of Adjusting Items to
include acquisition amortisation. This was in response to unprompted feedback, received
from several of the Group’s major shareholders during meetings with management, that
the change should be considered as it would bring the Group’s approach into closer
alignment with majority market practice. The Committee’s process of challenge relating
tothis included the following:
Review of benchmarking data compiled by management, which indicated that a
significant majority of FTSE 350 companies that amortise intangible assets arising on
business combination classify such amortisation as an Adjusting Item.
Assessment of disclosures in the FY24 Annual Report. The Committee ensured that
these provide a clear reconciliation to the previously used classification basis and that
there is consistency of presentation with prior year comparatives.
Discussion with the Group’s external auditors, corporate broker and internal auditors
to obtain their perspectives on the proposed change.
Discussion with management. The Committee agrees with management’s view that
Adjusting Items should generally be few in number, with a preference for consistency in
their definition across years. The decision to amend the definition this year is considered
to be one-time, with no anticipation of further changes in the foreseeable future.
The Committee satisfied itself that the revision to the definition of Adjusting Items is
appropriate and will result in the reporting of APMs that are more readily comparable
with those of other listed businesses. This change reflects the Group’s commitment to
continuous improvement and addressing feedback received from our shareholders.
Audit Committee report continued
Financial statements
89
Strategic report Corporate governance
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 2024.
In view of the Company’s market
capitalisation, judgement is required to
assess the extent to which this represents
evidence of impairment.
The assessment of the carrying amount
involves estimation of growth rates
applied to cash flows in the value in
use model, the discount rate and 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 the Group’s market capitalisation, which is
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 listed companies’ share prices are not directly correlated with
the recoverable amount of their investments in subsidiaries.
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 2024 incorporates a
six-year pre-perpetuity period (April 2023: seven 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 six years.
The Committee satisfied itself as to management’s justification that it can forecast cash
flows accurately over a period longer than five years per the requirements of paragraph
35 of IAS 36, noting that: (i) The nature of the Group’s markets and the stable, predictable
behaviour of its customer base resulted in a relatively consistent historical profile of
revenue growth outside of periods impacted by Covid; and (ii) the Group has a positive
track record of forecasting accuracy.
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 a 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 2025 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 noted 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 2027. The Committee discussed with
management the appropriateness of the three-year period.
Scenarios covering events that could adversely impact the Group were considered and
the Committee concluded that these are appropriately aligned to the Group’s principal
risks and uncertainties as disclosed on pages 62 to 65. The feasibility of mitigating actions
and the potential speed of implementation were discussed.
The Committee confirmed that it agreed with management’s conclusions relating to
theappropriateness of the going concern basis of accounting, that it was satisfied as
tothe Group’s viability and that the associated disclosures in the financial statements
were appropriate.
Moonpig Group plc | Annual Report and Accounts 2024
90
Fair, balanced and understandable
At the request of the Board, the Committee has reviewed the content of the FY24 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
Group'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 confirmed that, in their opinion, the FY24 Annual Report, taken as a whole, is fair,
balanced and understandable and provides the information necessary for shareholders to assess the Group’s position, performance,
business model and strategy.
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 2024, 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 and improvements to risk management systems, as well
as discussions with the internal and external auditors (including closed sessions where management are not present). It also included
consideration of the impact of significant changes that occurred during the year (which are summarised in the risk management
section of the strategic report on pages 62 to 65). The Committee’s oversight of risk management and internal control informed
decisions on the internal audit programme for the upcoming year.
Audit Committee report continued
Financial statements
91
Strategic report Corporate governance
The Committee concluded that the 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 current 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 ensures that systems are maintained and appropriate
enhancements are introduced in a timely manner, taking into account the findings of third line assurance performed by the outsourced
internal auditors.
The Group’s internal control systems include the elements described below.
Element Approach and basis for assurance
Risk management Risk management is the responsibility of the full Board. Day-to-day management of 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.
Financial reporting Group consolidation is performed monthly with a month-end pack produced that includes an
income statement, balance sheet, cash flow and supporting 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 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, typically 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 the external
environment. 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 across significant transaction cycles, including
purchase-to-pay, order-to-cash and hire-to-retire. Key reconciliations are prepared and reviewed
monthly to ensure accurate reporting.
The Group does not currently meet the requirements of Provision 29 of the UK Corporate Governance Code 2024, as this will require
the implementation of an internal control framework. Provision 29 will not be effective until the Group’s FY27 financial year, which the
FRC has stated is intended to provide companies with sufficient time to implement the new arrangements. Management has already
commenced work on the implementation of an internal control framework with a view to meeting the new requirements ahead of FY27.
Internal audit
During the year, the Committee reviewed the effectiveness of the arrangement whereby KPMG LLP operates the Group’s outsourced
internal audit function. The Committee confirmed that this approach remains appropriate, provides good value compared to
operating an in-house internal audit function and provides access to specialised expertise relevant to functional business areas.
TheCommittee reviews KPMG LLP’s performance as internal auditors annually.
KPMG LLP is accountable to the Committee and uses a risk-based approach to provide independent assurance over the adequacy
and effectiveness of the Group’s 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 FY24, the internal audit programme focused on three areas identified through the Group’s risk management framework.
Thesewere a review of the control environment across multiple functional areas at Experiences, a review of inventory management
atthe Group’s fulfilment operations in Tamworth, UK and a Group technology security review.
The focus of internal audit for FY25 will be on reviewing the Group’s implementation of a risk management and internal controls
framework to support the declaration of effectiveness of material controls that the Board will be required to make from FY27 onwards
in accordance with Provision 29 of the UK Corporate Governance Code 2024. Internal audit reviews are planned in respect of
management’s assessments of materiality, fraud risk and financial reporting risks, management’s identification and review of
the effectiveness of Group-wide controls, as well as identification of the Group’s material controls and management’s maturity
assessments relating to business processes and IT systems.
Moonpig Group plc | Annual Report and Accounts 2024
92
External auditors
Oversight of the external auditors and audit
The Committee is responsible for overseeing and assessing the entity’s external audit and its auditors, including reviewing the
effectiveness of the external audit process (taking into consideration relevant UK professional and regulatory requirements) and
reviewing and monitoring the external auditors’ independence and objectivity. It is responsible for making recommendations to the
Board about the appointment, reappointment and removal of the external auditors, and approving their remuneration and terms
ofengagement.
Effective oversight throughout the year is achieved through the external auditors’ attendance and participation at each of the four
Committee meetings, and through one-on-one meetings with the Audit Committee Chair.
At each Committee meeting, 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 Committee is satisfied
that the external auditors have regular, open communication with both the Audit Committee and management, and that the external
auditors have full access to management and records. The Committee works to create a culture which recognises the work of, and
encourages challenge by, the auditors.
The Committee engages with shareholders on the scope of the external audit where appropriate, however no circumstances requiring
such engagement arose during the year. The Committee invited challenge by the external auditors and (based on its assessment of
significant areas of financial statement risk and judgement) asked the external auditors to consider three financial reporting items in
FY24; accounting for subscription revenue, the classification of acquisition amortisation as an Adjusting Item and measurement of the
merchant accrual. The external auditors disclosed specific narrative on these areas in terms of their testing strategy and conclusions in
their audit report.
The Committee reviewed the external auditors’ findings in respect of the audit of the financial statements for the year ended 30 April
2024, discussed these with the external auditors and gave due consideration to the points raised. The Committee concluded that it
was appropriate to make no changes to the financial statements in response.
Effectiveness of the external audit process
The Committee reviews the performance of the external auditors annually, to assess audit quality and to identify areas for
improvement. Consistent with previous years, the review carried out during FY24 (relating to the audit of the financial statements for
FY23) was structured around the FRC’s Audit Quality Practice Aid for Audit Committees 2019, and therefore included consideration of
the external auditors’ mind-set and culture, skills, character and knowledge, quality control and judgement. As part of its enquiries,
the Committee considered evidence which included:
A written paper setting out management’s assessment of the external auditors’ effectiveness, capturing the perspectives of key
people involved in the audit process, supported by discussion with the Committee during the meeting at which effectiveness
isassessed.
Enquiries made by the Committee Chair with senior management at PricewaterhouseCoopers LLP as to the performance of
Christopher Richmond, the Senior Statutory Auditor.
Instances where the external auditors had challenged management’s assumptions relating to the financial statements for FY23.
These included challenge relating to the merchant accrual which resulted in enhanced disclosure and challenge relating to
key assumptions in the value in use (“VIU”) model used for assessing the carrying value of the Parent Company investment in
subsidiary, which resulted in additional sensitivity disclosure.
Consideration of the external auditors’ reports to the Audit Committee. The Committee confirmed that these were based on a
good understanding of the Group’s business and clearly set out whether recommendations had been acted upon and, if not, the
reasons why they had not been acted upon.
Consideration of the annual audit plan, which the Committee considered to have been met. The Committee confirmed that the
volume, seniority and specialisms of resource envisaged in the annual audit plan had been deployed. The Committee reviewed
subsequent changes to the approved audit plan, which comprised refinements to the external auditors’ risk assessment, and
confirmed that it considered these to be appropriate.
How the external auditors responded to the Committee’s previous assessments. It was observed that the external auditors had
made positive changes to the structure and resourcing of their team in response to previous feedback.
Understanding the risks to audit quality identified by the auditors and how these have been addressed, as well as discussing the
network level controls the auditor relied upon to address these risks to audit quality.
Consideration of the FRC’s PricewaterhouseCoopers LLP Audit Quality Inspection and Supervision Report 2023.
PricewaterhouseCoopers LLP’s own assessment of the quality of the audit, and its quality assurance systems more broadly, as set
out in its FY24 audit planning document.
The Committee concluded that the quality, delivery and execution of the external audit continued to be of a high standard and
consistent with that of prior years and therefore the review concluded that the external auditors remained effective.
The Committee reported to the Board on how it has discharged its responsibilities with respect to the external audit .
Audit Committee report continued
Financial statements
93
Strategic report Corporate governance
Independence and objectivity
The Committee is satisfied with the independence of PricewaterhouseCoopers LLP as external auditors. The Committee reviewed
an assessment performed by management and agreed with the conclusion that no independence issues exist. The assessment was
aligned to the FRC’s Revised Ethical Standard 2024 (the “Ethical Standard”), covering financial, business, employment and personal
relationships, fees and the provision of non-audit services and long association with the audit engagement.
FY24 is the fourth year for which Christopher Richmond will sign the auditors’ report as Senior Statutory Auditor. FY25 is the final year
for which Christopher Richmond will be able to act as Senior Statutory Auditor under the provisions of the Ethical Standard.
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. The Committee ensures that the external auditors’
independence and objectivity are safeguarded through the application of the following policy for non-audit related services:
Service Policy
Audit-related services
For example, the review of half-year financial statements and
reports to regulators.
The half-year review, an audit-related assurance service, is
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.
Permissible services Permissible in accordance with FRC Revised Ethical Standard2024.
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.
This policy is consistent with the Ethical Standard. There were no matters relating to non-audit related services in respect of which the
Committee identified a need to report to the Board on improvements or action required.
During the year, PricewaterhouseCoopers LLP charged the Group £139,000 in relation to audit-related assurance services, of
which £119,000 was for the FY24 half-year review and the remaining £20,000 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.
PricewaterhouseCoopers LLP has complied with requirements for the rotation of the audit partner and senior staff, has confirmed
compliance of its staff and partners with its internal policies and processes around independence, including that no partners or staff
held financial interests in the Group, and has provided confirmation of independence to the Committee. The Group has not employed
members of the audit team or partners of the firm.
Minimum Standard
In May 2023, the FRC published Audit Committees and the External Audit: Minimum Standard (“Minimum Standard”), which operates
on a “comply or explain” basis for FTSE 350 companies. The Committee has performed a review of its activities in the last twelve
months against the requirements of the Minimum Standard, based on which the Committee has concluded that it has complied with
the Minimum Standard with the exception of paragraph 14.
Paragraph 14 of the Minimum Standard states that a committee “should remind eligible firms that refuse to tender that they may as a
result be ineligible to bid for non-audit service work”. The Committee chose not to pursue the approach with the “challenger firm” that
declined to participate, judging that this would be ineffective given the Group had never previously commissioned work from the firm.
The Committee complied with Paragraph 10 of the Minimum Standard, which states that “all Members of the Audit Committee should
be involved throughout the tender process, not just attending the audit firms’ final presentation” as all Committee members were
involved in approving the firms to be approached, the request for expression of interest, the request for proposal and the tender
evaluation criteria. Specifically for tender due diligence meetings, participation was limited to the management team, the Committee
Chair and the Chair of the Board as this was judged sufficient to provide the final tender candidates with appropriate access
to information.
The Committee complied with Paragraph 11 of The Minimum Standard, which states that a “typical tender process may involve three or
four firms” as it issued a formal Request for Expression of Interest to three firms (including one “challenger firm” that was not one of the
four largest auditors). Whilst only two firms participated in the Request for Proposal stage of the tender process, the Committee was
satisfied that this provided sufficient choice and enabled the Committee to recommend two high-quality candidates to the Board in
order of preference.
The Committee complied with Paragraph 13 of the Minimum Standard as it considered whether to run a price-blind tender. The
outcome of discussions was that it chose not to pursue this approach as it was interested in the candidate firms’ plan for future
deployment of technology, AI data analysis and how these would improve both audit quality and value-for money across the short
term and medium term. The Committee Chair stipulated that fee would not be discussed in the audit tender presentation meetings.
In June 2024, the Committee approved updated Terms of Reference, including revisions to clarify that the Committee’s existing
responsibilities align to the Minimum Standard.
Moonpig Group plc | Annual Report and Accounts 2024
94
External audit tender
We disclosed in the FY23 Audit Committee report that we would put the external audit to tender no later than the audit for the year
ending 30 April 2026. This was for compliance with the Order (as defined on page 95), given PricewaterhouseCoopers LLP has
continuously audited Moonpig.com Limited and its Former Parent Undertaking since (and including) the year ended 30 April 2017,
when the most recent previous tender took place. PricewaterhouseCoopers LLP was first appointed as statutory auditors of the
Company in January 2021, following incorporation. In anticipation of the tender, the Group has managed its non-audit relationships
with all audit firms to ensure that the Committee had available to it a broad choice of suitable potential candidates.
The tender of the external audit for FY26 was carried out between September 2023 and June 2024, as follows:
September to
mid-November
2023
The Audit Committee confirmed its intention to tender. The Audit Committee approved that it would oversee the
process, and that a Selection Panel (comprising all four Audit Committee members, the CFO and three of his
direct reports) would assist the Committee in its assessment of tender proposals.
The Committee approved a Request for Expression of Interest. This was sent to three of the potential candidate
firms with whom management had held exploratory discussions during the preceding year. The Audit Committee
Chair, CFO and Group Finance Director each interviewed prospective lead audit partners from each of the three
firms. In all cases, the partner candidates were new to the Group, as the incumbent Senior Statutory Auditor is
required to rotate at the end of FY25.
PricewaterhouseCoopers LLP and another of the four largest audit firms each responded to confirm their interest
in participating in the tender process. The third firm was a “challenger firm” outside the four largest audit firms,
which declined to participate stating in its response that this was based on its own assessment of its probability
of a successful outcome, measured against the necessary time commitment and investment in the process.
Late November
to December
2023
The Committee approved a Request for Proposal letter which was issued to PricewaterhouseCoopers LLP and
another of the four largest audit firms in December 2023. The two tender candidates who participated at this
stage were each given access to an identical, comprehensive virtual data room to allow them to build their
understanding of the Group.
The Committee approved the tender evaluation criteria, which it considers to be transparent and
non-discriminatory:
Business understanding.
The proposed audit approach, including the use of technology.
Service delivery, including proactivity, new ideas and value add from the audit.
Value for money (not price), to the extent that it does not compromise audit quality.
The capability and experience of the team (including the Dutch audit team and specialist teams involved
in the audit).
The capability and commitment to audit quality of the firm. This included consideration of public reports
published by the FRC.
Performance during the tender process.
The Company Secretary then wrote to the Group’s ten largest shareholders to inform them of the tender,
providing an outline of the anticipated process and the tender evaluation criteria.
January to
March 2024
Each firm participated in a series of management meetings, with the CEO, the CFO, the Group Finance Director,
the Divisional Finance Directors, the Head of Tax, the Group Legal Director and with Technology Security.
Theythen met with the Audit Committee Chair and the Chair of the Board. They were provided with access
totheoutsourced KPMG Internal Audit function.
Both firms gave a presentation to the Group regarding the current and anticipated future use of technology
intheir audit approach.
The firms were each provided with one full month of transaction data for all divisions in the Group relating
torevenue and cash receipts from sales, to enable them to assess the most appropriate approach to
auditingrevenue.
The meeting schedule was coordinated by the Company Secretary, acting on behalf of the Audit Committee
Chair. Care was taken to ensure equal access to information and to personnel.
Audit Committee report continued
Financial statements
95
Strategic report Corporate governance
April to June
2024
Formal tender documents were submitted by each firm ahead of tender presentation meetings. The Selection
Panel discussed and debated their scoring of the firms to inform the Audit Committee’s decision. The Committee
was impressed with the quality of the tender submissions of the two final candidate firms and assessed that
both were technically competent and capable of delivering a high-quality, independent audit. After the tender
presentation meetings, the Committee’s follow-up enquiries were sent to each of the two final candidate firms,
and their written responses were considered by the Committee.
The Audit Committee submitted two recommendations to the Board, identifying PricewaterhouseCoopers LLP
as its first choice candidate, with the order of preference based on the Committee’s overall assessment of audit
quality, audit approach, independence, experience and capability. The decision was finely balanced. Value
for money was not a significant differentiating factor. The Board agreed with this and at the June 2024 meeting,
the Board approved the selection of PricewaterhouseCoopers LLP as external auditors for FY26 subject to
shareholder approval attheSeptember 2025 AGM.
The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive
Tender Processes and Audit Committee Responsibilities) Order 2014 (the “Order”)
As a FTSE 350 constituent, the Group is required to comply with the Order. The Group has completed a competitive tender process in
respect of the external audit for FY26 and is therefore compliant with the provisions of the Order. The Company confirms that it intends
to tender the external audit at a minimum every ten years and will therefore next put the external audit to tender no later than the
audit for the year ending 30 April 2036.
David Keens
Chair of the Audit Committee
26 June 2024
Moonpig Group plc | Annual Report and Accounts 2024
96
Nomination Committee report
The Nomination Committee has
performed the first externally-
facilitated evaluation of the
Board and its Committees.
Overview
The Nomination Committee (“Committee”) comprises
the Chair of the Board and the 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.
Main Committee activities during FY24
Performed the first externally-facilitated annual evaluation
ofthe Board and its Committees.
Acted on the findings of the Board evaluation conducted
inFY23.
Undertook the annual review of the composition and
diversity of the Board and its Committees to ensure they
remain appropriately equipped to promote the success
oftheCompany and its stakeholders.
Continued to review succession planning for the Board,
Executive Committee and Extended Leadership Team.
Undertook the annual evaluation of the skills of the Board.
Committee focus areas for FY25
Perform the annual evaluation of the Board
anditsCommittees.
Oversee progress on areas for improvement or focus areas
agreed from the findings of the Board evaluation conducted
in FY24.
Undertake the annual review of the composition and
diversity of the Board and its 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.
Undertake the annual evaluation of the skills of the Board.
Review the effectiveness of the Committee as part of the
Board evaluation.
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) 2/2
More information on the Committee’s Terms of Reference can be
accessed at www.moonpig.group/investors.
Financial statements
97
Strategic report Corporate governance
Independence
2
(%)
Gender
3
(%)
Non-Executive Director tenure as at 30 April 2024
Ethnicity
4
(%)
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 2024. Comparatives are shown for
30 April 2023. Simon Davidson was a Non-Independent Executive Director throughout FY23, representing 12.5% of the Board's composition at 30 April 2023.
Simon resigned on 25 April 2024 and is therefore not included in the Board composition at 30 April 2024.
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.
Chair
14%
April 2023:
13%
Male
57%
April 2023:
62%
White
71%
April 2023:
75%
Independent
Non-Executive
Directors
57%
April 2023:
50%
ShanMae Teo
Susan Hooper
David Keens
Niall Wass
Kate Swann
5
0 9
Female
43%
April 2023:
38%
Ethnic minority
29%
April 2023:
25%
Executive Directors
29%
April 2023:
25%
1 year 10 months
3 years 3months
3 years 3months
3 years 3months
4 years 6 months
Years
Board composition
1
Moonpig Group plc | Annual Report and Accounts 2024
98
Dear shareholders,
I am pleased to present the Nomination Committee report for the year ended 30 April 2024. During the year, the Committee has
continued to make 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 the four Independent
Non-Executive Directors: David Keens, Niall Wass, Susan Hooper and ShanMae Teo. The biographies of each member of the
Committee are set out on pages 70 to 73.
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 and Committee representation 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 FY24, the Committee reviewed and approved an updated Board Diversity Policy (which can be accessed at www.moonpig.group/
investors). The Policy now specifies a voluntary target for the ethnic minority representation on the senior leadership team to be achieved
by 2027, as recommended by the Parker Review, which the Board has set at 15%. It also states the Board’s aim to meet or exceed the FTSE
Women Leaders review recommendation for at least 40% female representation on the Extended Leadership Team.
The Policy addresses female representation on the Board itself (with targets in line with those set by the Listing Rules and the FTSE
Women Leaders Review), and also includes a target that at least 40% of the Board’s main Committees should be women.
The Listing Rules require the Company to make “comply or explain” statements on whether it has met the Board level diversity targets
specified in the Listing Rules. These statements are set out below, alongside information on our performance against other targets
referred to in the Board Diversity Policy. Our chosen reference date is 30 April 2024.
Requirement or
recommendation Target Current status
1
Reason for compliance
Listing Rules At least 40% of the Board should
be women.
Met The Board is 43% female. The Company
meets the Listing Rules target for at least
40% of Directors to be women.
Listing Rules At least 40% of the Board’s main
committees should be women.
Met The Nomination Committee comprises
60% women. The Audit and Remuneration
Committees each comprise 50% women.
Listing Rules 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.
Met The Company meets this target by virtue of
having a woman as the Chair.
Listing Rules At least one member of the Board should
be from an ethnic minority background
excluding white ethnic groups.
2
Met The Company meets this target as two
Directors are from an ethnic minority
background.
Parker Review Voluntary target set by the Board for the
ethnic minority representation on the
senior leadership team by 2027.
Met The Board has approved a voluntary target
of 15% by 2027. Current ethnic minority
representation is 15%.
3
FTSE Women
Leaders Review
At least 40% of the Extended Leadership
Team (comprising the Executive Directors,
the Executive Committee and its direct
reports who are also part of the Extended
Leadership Team) should be women.
Met The Extended Leadership Team is
45% women.
1 As at 30 April 2024 and as at the date of this report.
2 As set out in categories used by the Office for National Statistics.
3 The data was collected from the Board and all members of the senior leadership team who were asked if they would be willing to disclose on a voluntary
basis their gender and ethnic background.
Nomination Committee report continued
Financial statements
99
Strategic report Corporate governance
The Committee wants breadth of representation in the leadership pipeline below Board level. The Group’s Sustainability Strategy
(pages 23 to 25) 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 2024, the figure stood at 49% (April 2023: 52%).
Disaggregated disclosure of female leadership representation and ethnic minority leadership representation is set out in the
Sustainability section on page 43. The following tables provide additional required information in the format prescribed by the Listing
Rules (LR 9.8.6R(10)). The approach to data collection is described in Note 3 to the table above.
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 4 57% 3 23 59%
Women 3 43% 1 16 41%
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) 5 71% 3 33 85%
Mixed/Multiple Ethnic Groups
Asian/Asian British 2 29% 1
Black/African/Caribbean/Black British 6 15%
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 management 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 contingency, short and medium-term succession, comprising either the identification of internal candidates or where most
appropriate a requirement for external search. The Committee is satisfied that all key roles have credible succession plans in place.
Notwithstanding this, the Committee considers succession planning at each of its meetings and will continue to make appropriate
recommendations to the Board, as necessary.
Succession planning for the Board itself is considered at least annually by the full Board, and on an ongoing basis by the Committee.
The Committee will define a set of specific criteria for potential new Non-Executive Directors, in particular giving consideration to
the skills, experience and knowledge required in any candidates, whilst being cognisant of the need for a Board that is diverse.
EachDirector annually completes a skills self-assessment questionnaire. These support the Committee in its ongoing assessment of
the suitability of the current composition of the Board and also assist when searching for new Non-Executive Directors, whilst ensuring
orderly succession of those Non-Executive Directors who have been in role since the IPO.
Moonpig Group plc | Annual Report and Accounts 2024
100
Changes to the Board
There were no new appointments to the Board during the year. Simon Davidson, Exponent’s Nominee Director, resigned on
25April2024 following Exponent’s shareholding falling below 10%.
For Board vacancies, an externally-facilitated recruitment exercise will be conducted with the assistance of a suitably accredited
search firm. The search process will concentrate 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.
Director induction
The Chair, supported by the Company Secretary, oversees the induction of new Directors.
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.
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 2024:
No. of Directors
Skill / Rating No experience
Low
(less than 2 years)
Medium
(2-5 years)
High
(more than 5
years)
High
and current
Digital technology 1 2 4
Digital marketing 1 4 2
Retail/consumer business 3 4
Financial 1 1 5
Governance and risk 1 1 5
Listed board experience (executive) 1 1 1 4
Listed board experience (non-executive) 2 1 1 3
M&A 2 5
Strategy development and implementation 7
Change management 1 6
Sustainability 2 2 3
Nomination Committee report continued
Financial statements
101
Strategic report Corporate governance
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 advisers 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. During FY24, the
Board requested training on artificial intelligence, which was delivered during the year. No other training needs were identified during
this year’s Board evaluation.
Board evaluation
During the year, the Committee undertook its first externally-facilitated Board evaluation which is described on page 83 within the
Corporate governance statement. Having undertaken an externally-facilitated evaluation in FY24, in compliance with the Code
recommendation that an externally-facilitated evaluation should take place every three years, the Committee intends to conduct an
internal Board evaluation in FY25.
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 2024 AGM relating to the
re-election of the Directors.
Kate Swann
Chair of the Nomination Committee
26 June 2024
Moonpig Group plc | Annual Report and Accounts 2024
102
Directors’ remuneration report
The Committee implemented the new
shareholder-approved Remuneration Policy.
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 FY24.
The Non-Executive Chair of the Board, the Nominee Director
(until his resignation), 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 FY24
Consultation with the Group’s ten largest shareholders
(excluding Exponent and their co-investors) regarding the
proposed 2023 Remuneration Policy and associated revisions
to the LTIP rules.
Approval of FY24 LTIP grants in accordance with the 2021
Remuneration Policy.
Approval of further one-off LTIP grants following approval
ofthe 2023 Remuneration Policy at the 2023 AGM.
Approval of remuneration arrangements for joiners to and
leavers from the Executive Committee.
Alignment of remuneration at the Experiences segment,
including extending the Group annual bonus scheme to all
Experiences employees for FY24.
Determination of FY23 bonus outcomes.
Approval of FY25 bonus weightings, targets, and measures
applicable for the Executive Directors and Executive
Committee (which operates similarly to that of the
widerworkforce).
Consideration of feedback from investors and proxy agencies
from the 2023 AGM.
Review of pay and employment conditions for the
widerworkforce.
Reviewing market and governance updates and impact on
the Company, and monitoring developments in best practice.
Committee focus areas for FY25
Review implementation of the 2023 Remuneration Policy
toensure it operates as intended.
Review of pay and employment conditions for the
widerworkforce.
Review of market and governance updates and impact on
the Company and monitor developments in best practice.
Determination of FY21 LTIP award vesting levels.
Determination of FY24 bonus outcomes.
Approval of FY26 bonus weightings, targets, and
measures applicable for the Executive Directors
andExecutiveCommittee.
Approval of FY25 LTIP grants.
Consideration of feedback from investors and proxy agencies
from the 2024 AGM.
Committee member Meetings attended
Susan Hooper (Chair of the Committee and
Independent NED) 4/4
David Keens (Senior Independent NED) 4/4
ShanMae Teo (Independent NED) 4/4
Niall Wass (Independent NED) 4/4
More information on the Committee’s Terms of Reference
can be accessed at www.moonpig.group/investors.
Advisers
The Committee appointed FIT Remuneration Consultants LLP (“FIT”)
as their independent adviser 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 £50,710 on a time spent basis
(FY23: £52,540, comprising a combination of fixed fees and fees
on a 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.
Financial statements
103
Strategic report Corporate governance
Dear shareholders,
On behalf of the Board, I am pleased to present the Directors’
remuneration report (the “Report”) for the financial year ended
30 April 2024. 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 Annual Report on Remuneration, which comprises all
aspects of the Report other than the Remuneration Policy,
including this statement. It explains how the Directors
have been rewarded in the financial year and how we
intend to operate the Remuneration Policy (the “Policy” or
“Remuneration Policy”) for FY25. It will be subject to an
advisory vote at the 2024 AGM.
A summary of the Policy, which is provided for information.
The Policy was approved by shareholders in a binding
voteat the 2023 AGM and can be accessed at
www.moonpig.group/investors.
The consultation process with shareholders regarding the
proposed 2023 Remuneration Policy resulted in revision to the Policy
before it was put to shareholders for approval at the 2023 AGM.
Iwould like to thank shareholders for their support for the Policy.
Remuneration outcomes for FY24
Annual bonus measures, weightings and targets were set at the
start of FY24 and comprised:
Financial measures: Revenue (30% weighting) and Adjusted
EBITDA (50% weighting); and
Sustainability measures: Customer Net Promoter Score
(“Customer NPS”) (5% weighting), Employee Engagement
Score (5% weighting) and a climate-related metric (10%
weighting) focused on engaging suppliers to set emission
reduction commitments aligned to Science-Based Targets
initiative (“SBTi”) criteria.
The Group’s financial performance in FY24 was strong, given the
challenging macroeconomic context. Whereas the wider UK online
non-food market declined year-on-year in every month of FY24
1
,
the Group grew revenue by 6.6% to £341.1m, which was between
Threshold and Target. The Group also delivered a significant
year-on-year improvement in gross margin rate which, combined
with disciplined management of indirect costs, resulted in Adjusted
EBITDA of £95.5m, which exceeded Target and was lower than
Maximum. This was accompanied by an acceleration in the pace of
technology development and strong cash generation.
Regarding Sustainability measures, the Group’s Customer NPS
was below Threshold, driven in particular by issues with the
postal service level provided by Royal Mail; whilst the Group
has implemented initiatives to mitigate this, the improving trend
during the second half of the year was not sufficient to raise
the annual average Customer NPS above Threshold. Employee
engagement has improved year-on-year and was above
Threshold but below Target, impacted by low employee bonus
outcomes at the end of FY23 and the challenges of operating in
an environment of heightened cost discipline. For the climate-
related metric, management secured commitments to set net
zero emissions reduction targets aligned with SBTi criteria from
suppliers representing 19.3% of our Scope 3 emissions, therefore
the outcome for this measure was above Maximum.
The resulting bonus represented 63.1% of the maximum
opportunity, resulting in payments of £565,342 and £365,523 for
the CEO and CFO, respectively. 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.
The LTIP awards granted at IPO were based on TSR and
Adjusted pre-tax EPS performance conditions for the period
to 30 April 2024. The TSR target was not met, however the
threshold target of 14.5p per share for the Adjusted pre-tax EPS
condition was met, accordingly 12.5% of these awards will vest.
The amounts that will vest
2
equate to £68,273 for the CEO and
£33,107 for the CFO. The Committee has not exercised discretion
in relation to the minimum vesting level of this award.
The Group has changed its definition of Adjusting Items in FY24 to
include the amortisation of intangible assets arising on business
combination (“acquisition amortisation”). Specifically for these
purposes, we have continued to deduct acquisition amortisation
when calculating Adjusted pre-tax EPS, to ensure outcomes
relating to the 2021 LTIP are consistent with the basis on which the
target was set. In other words, we have ensured that the change
in definition has not impacted the LTIPoutcomes.
In addition, the policy as revised in the year was implemented
with two grants under the LTIP. The first made at the normal time
and the second following approval of the new policy at the 2023
AGM. The key elements of this comprise:
Normal grant over shares worth 250% of salary in total
(including the top-up grant) in September 2023 subject to EPS
and TSR performance conditions as outlined on page 108;
An additional 200% of salary subject to more stretching EPS
and TSR performance conditions as outlined on page 108
which only commence their vesting if the maximum levels are
achieved for the normal award.
These awards were considered an important means to
both ensure the continued retention and incentivisation of
the Executive Directors who continue to deliver superior
performance albeit in the context of a more difficult external
environment which has led to challenges and a de-rating of
mosttechnologycompanies.
The Committee also froze the salaries of the two Executive
Directors for the FY24 year.
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 FY24, 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 SIP Scheme, which
allowed them to receive a free share award of between £500
and £1,500 based on the share price at IPO. As at 30 April 2024
47% (30 April 2023: 37%) of our employees participate in the
Group’s all employee share schemes.
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. Since 1 May 2022,
the Group has paid all 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
1 Source: KPMG-BRC Retail Sales Monitor.
2 Calculated by using the three-day average share price on the three trading days prior to the date of grant.
Moonpig Group plc | Annual Report and Accounts 2024
104
all employees and financial targets are aligned (with targets
cascaded to the relevant business level). 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 FY25
The base salaries for the Executive Directors increased from
1 May 2024 by 4.0% (1 May 2023: nil), which is below the average
employee pay increase across the Group’s wider workforce of
4.7% (prior year: 6.2%). As set out on page 111, the total change
in salaries between FY24 and the preceding financial year,
including promotions and the changes in the composition of
the workforce was 3.0% (prior year: 8.8%).
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 be assessed against a combination of
revenue, Adjusted EBIT and sustainability metrics as set out on
pages 23 to 25. The Committee has decided to use Adjusted EBIT
(FY24: Adjusted EBITDA) as a profit measure to ensure that the
Group’s operating cost base is more fully captured and for closer
alignment with the shareholder experience.
LTIP awards are due to be granted in 2024 in line with the Policy
limits at 250% of salary for the CEO and CFO. The top-up awards
made in September 2023 were one-off awards and will not be
repeated. Consistent with the amending of the Group’s definition
of Adjusting Items such that acquisition amortisation is now treated
as an Adjusting Item, (see page 55) the Adjusted pre-tax EPS
targets for this and future awards will be expressed on this basis.
The number of shares awarded will be based on the average of
the closing middle-market quotations for the trading days that fall
within the 90 day period prior to the date of grant. The awards will
be subject to the performance conditions set out on page 108.
Committee composition and evaluation
Throughout the year the Committee comprised the four
Independent Non-Executive Directors, namely Susan Hooper
(Chair of the Committee), David Keens, ShanMae Teo and Niall
Wass. The biographies of each Committee member are set out
on pages 70 to 73.
The Committee’s performance was reviewed by its members as
part of the externally-facilitated Board evaluation process. The
Committee’s performance was highly rated overall. Full details of
the process and outcomes are set out on page 83.
Conclusion
FY24 was a year of strong performance, characterised by a return
to top-line growth (notwithstanding the difficult macroeconomic
environment), growth in absolute and percentage profitability,
strong cash generation, continued strategic progress and
an acceleration in the pace of technology development.
TheCommittee considers the reward outturns for the Executive
Directors to be appropriate without the exercise of any discretion.
We are pleased with the support we received from shareholders
at the 2023 AGM, with over 82% approval for the Policy and over
96% for the annual Remuneration report.
I look forward to engaging with shareholders at the 2024 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
26 June 2024
Illustration of the Policy in different
performancescenarios
The table and 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.
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 2024 LTIP award
(250% of salary).
Fixed remuneration.
Maximum +50% 100% of maximum annual bonus award.
100% vesting of the 2024 LTIP award,
plus 50% share price appreciation
1
.
Note to both table above and charts below
1 The value of the LTIP includes share price appreciation of 50% as required
by the reporting regulations.
Directors’ remuneration report continued
Illustrations of application of remuneration policy
Nickyl Raithatha
Andy MacKinnon
Total fixed remuneration Annual bonus
LTIP Share price growth
Min
Target
Max
Max with
growth
500 1,000 2,000 3,000 4,0001,500 2,500 3,5000
Min
Target
Max
Max with
growth
500 1,000 2,000 3,0001,500 2,5000
100%
43%
21%
16%
100%
43%
21%
16%
31%
30%
24%
26%
49%
40% 20%
31%
30%
24%
26%
49%
40% 20%
£654
£1,509
£3,139
£3,916
£424
£976
£2,030
£2,533
£'000
£'000
Financial statements
105
Strategic report Corporate governance
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. The Committee
continues to consider the effectiveness of the policy relative to the core principles of clarity, simplicity, risk, predictability, proportionality
and alignment to culture as set out on pages 76 to 77.
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:
Director 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:
Director Date of first appointment Date of re-appointment
Unexpired term of current
letter of appointment as at
2024 AGM (years and months)
Length of service as at 2024
AGM (years and months)
Kate Swann 10 January 2021 19 September 2023 24 months 3 years 8 months
David Keens 10 January 2021 19 September 2023 24 months 3 years 8 months
Susan Hooper 10 January 2021 19 September 2023 24 months 3 years 8 months
Niall Wass 10 January 2021 19 September 2023 24 months 3 years 8 months
ShanMae Teo 27 June 2022 N/a 9 months 2 year 3 months
Implementation of Policy for FY25
For FY25 the Executive Directors will be remunerated as summarised in the table below.
Component of Policy Implementation for FY25
Base salaries CEO: £621,296 (4.0% increase) CFO: £401,700 (4.0% increase)
Across the Group, the average pay increase for UK employees for FY25 is 4.7%.
Benefits
andpension
Unchanged 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 EBIT 50% weighting.
Sustainability 20% weighting, which will consist of three sub-measures relating to customer net promoter score,
employee engagement and obtaining supplier commitments to reduce Scope 3 greenhouse gas emissions that
are aligned to SBTi criteria.
Consistent with market practice, the target ranges are currently commercially sensitive and will be reported next year.
LTIP Award of 250% of salary.
Awards will be subject to the following conditions:
50% of the Award: relative TSR, based on the three-year TSR measured based on the average for the three
months ending 30 April 2027 for the Company versus the constituents of the FTSE 250 (excluding investment
trusts). 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
1
for the year ending April 2027. 25% of this component will vest at
20.4p rising on a straight-line basis to 100% at 23.4p.
Non-Executive
Director fees
Chair fee: £253,767.
Non-Executive Director base fee: £66,200.
Senior Independent Non-Executive Director fee: £11,033.
Audit and Remuneration Committee Chair fee: £11,033.
Designated Non-Executive Director for workforce engagement fee: £5,517.
The base fees for Chair and Non-Executive Directors have been increased by 4.0% from 1 May 2024.
1 Consistent with the amending of the Group’s definition of Adjusting Items such that acquisition amortisation is now treated as an Adjusting Item
(see page 174) the Adjusted pre-tax EPS targets for this and future awards will be expressed on this basis.
Moonpig Group plc | Annual Report and Accounts 2024
106
Single Total Figure of Remuneration (audited)
The tables below show the total remuneration for the financial year ended 30 April 2024 and the comparator information for the
previous financial year.
Executive
Directors
Non-Executive
Directors
For the year ended
30 April 2024
Nickyl
Raithatha
Andy
MacKinnon Kate Swann David Keens Susan Hooper Niall Wass ShanMae Teo
Simon
Davidson
5
Base salary/fees
1,2
£597,4 0 0 £385,990 £244,007 £84,872 £79,568 £63,654 £63,654 £62,606
Benefits
3
£1,974 £1,974
Pension
4
£29,870 £19,313
Total fixed pay £629,244 £407, 277 £244,007 £84,872 £79,568 £63,654 £63,654 £62,606
Annual bonus £565,342 £365,523
LTIP £68,273 £33,107
Total variable pay
from ongoing pay £633,615 £398,630
Total remuneration £1,262,859 £805,907 £244,007 £84,872 £79,568 £63,654 £63,654 £62,606
For the year ended
30 April 2023
Nickyl
Raithatha
Andy
MacKinnon Kate Swann David Keens Susan Hooper Niall Wass ShanMae Teo
6
Simon
Davidson
Base salary/fees £597,4 0 0 £386,250 £236,900 £82,400 £ 7 7, 250 £61,800 £52,451 £61,800
Benefits
3
£2,406 £2,406
Pension
4
£29,870 £19,313
Total fixed pay £629,676 £4 0 7,969 £236,900 £82,400 £ 7 7, 25 0 £61,800 £52,541 £61,800
Annual bonus £60,039 £38,818
LTIP
Total variable pay
from ongoing pay £60,039 £38,818
Legacy pre-IPO
award
7
£6,022,543 £2,0 07, 515
Total remuneration £6,712,258 £2,454,302 £236,900 £82,400 £ 77, 25 0 £61,800 £52,541 £61,800
Notes to both tables above:
1 Andy MacKinnon’s basic salary for FY24 was £386,250 and where reference is made in this report to his basic salary for FY24 this is the amount to which
reference is being made. The figure shown in the table above is the actual amount paid during the financial year, reflecting a reduction in his take-home pay
during a period of jury service.
2 For FY24 NED fees were increased by 3.0% but Executive Director salaries were not increased. Fees and salaries for FY23 were increased by 3.0%.
3 Benefits consisted of private medical and dental insurance.
4 The Executive Directors each receive pension benefits equivalent to 5% of salary (unchanged from FY23). No Executive Director has a prospective entitlement
to a defined benefit pension.
5 Remuneration until date of resignation of 25 April 2024.
6 Remuneration from date of appointment.
7 The value of the legacy pre-IPO award includes the cash element and the share element, with the value of the share element included in the FY23 report
being calculated using the average closing price of the Company’s shares over the trading days that fell within the 90 calendar day period that ended on
30 April 2023. The FY23 figures have been adjusted in this report to reflect the actual share price at the date of vesting of 50% of the award on 4 July 2023
(148.0p), and the Company’s share price for the 90-day average to 30 April 2024 (164.8p) for the remaining 50% of the award that will vest on 2 July 2024,
after the publication of this report. The final award value will be disclosed in the FY25 report to reflect the actual share price at the date of vesting of the
remaining 50% of the award. The legacy pre-IPO award was a one-off award and does not form part of the Remuneration Policy.
Directors’ remuneration report continued
Financial statements
107
Strategic report Corporate governance
Annual bonus (audited)
The maximum bonus opportunities for FY24 were 150% of salary for each of the CEO and the CFO (unchanged from FY23). The annual
bonus was based on the achievement of Group financial targets and a set of Group specific and quantifiable strategic objectives.
Performance targets and actual outturn are set out below:
Performance measure Weighting Threshold Target Maximum
Actual FY24
achievement
Bonus outcome
(% of total bonus)
Financial Measures:
Group Revenue 30.0% £334.3m £351.9m £369.5m £341.1m 10.4%
Group Adjusted EBITDA 50.0% £88.0m £92.6m £9 7. 2m £95.5m 40.9%
Sustainability Measures:
Group Customer NPS 5.0% 60 62 64 56.6 0%
Group Employee
Engagement Score 5.0% 60 62 64 60.8 1.8%
Group Climate-related
metric
1
10.0% 17% 18% 19% 19.3% 10.0%
Total 100.0% 63.1%
1 Climate-Related Metric: this metric focused on engaging suppliers to make emissions reduction commitments in line with Science-Based Targets initiative
(“SBTi”) criteria. The target for FY24 was for suppliers representing 18% of our Scope 3 emissions to have these targets in place by 30 April 2024.
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 FY24 targets are no less stretching than those set in previous years.
The Group’s financial performance in FY24 was strong, given the challenging macroeconomic context. Whereas the wider UK online
non-food market declined year-on-year in every month of FY24
1
, the Group grew revenue by 6.6% to £341.1m, which was between
Threshold and Target. The Group also delivered a significant year-on-year improvement in gross margin rate which, combined
with disciplined management of indirect costs, resulted in Adjusted EBITDA of £95.5m, which exceeded Target and was lower than
Maximum. This was accompanied by an acceleration in the pace of technology development and strong cash generation.
Regarding Sustainability measures, the Group’s Customer NPS was below Threshold, driven in particular by issues with the postal
service level provided by Royal Mail; whilst the Group has implemented initiatives to mitigate this, the improving trend during the
second half of the year was not sufficient to raise the annual average Customer NPS above Threshold. Employee engagement has
improved year-on-year and was above Threshold but below Target, impacted by low bonus outcomes at the end of FY23 and the
challenges of operating in an environment of heightened cost discipline. For the climate-related metric we were able to support
suppliers representing 19.3% of our Scope 3 emissions to put in place emission reduction commitments aligned to the SBTi criteria by
30April 2024, therefore the outcome for this measure was above Maximum.
The resulting bonus represented 63.1% of the maximum opportunity, resulting in payments of £565,342 and £365,523 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 2024 with 67% payable in cash and 33% 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).
Awards vested in the year (audited)
The LTIP awards that vested in the year were granted at IPO in 2021. The performance period ended on 30 April 2024, and the
performance conditions are set out below. The TSR target was not met, however the threshold target of 14.5p per share for the
Adjusted pre-tax EPS condition was met and the vesting will be 12.5%. The amounts that will vest equate to £68,273 for the CEO and
£33,103 for the CFO.
The Group has changed its definition of Adjusting Items in FY24 to include the amortisation of intangible assets arising on business
combination (“acquisition amortisation”). Specifically for these purposes, we have continued to deduct acquisition amortisation when
calculating Adjusted pre-tax EPS, to ensure outcomes relating to the 2021 LTIP are consistent with the basis on which the target was
set. In other words, we have ensured that the change in definition has not impacted the LTIP outcomes.
Metric
(each 50% of award) Threshold (25%) Target (50%) Max (100%) Actual % vesting
Relative TSR Equal to the
Median ranked
entity
Between Upper Quartile
and Median ranked
entities
Equal to or more than
the Upper Quartile
ranked entity
Below
threshold
0%
EPS 14.5p Vesting on a straight
line basis between
min and max
15.9p 14.5p 12.5%
Total 12.5%
1 Source: KPMG-BRC Retail Sales Monitor.
Moonpig Group plc | Annual Report and Accounts 2024
108
The Committee considered there were no circumstances that warranted the exercise of discretion. As a result, the awards below are
expected to vest in July 2024, and will be subject to a two-year post-vesting holding period whereby shares may not be sold, other
than to pay tax, until July 2026.
Executive Director Value on award
Number of
shares granted
Vesting
(% of max)
Number of
awards vesting
Share price
change
1
Total value
included in the
single total figure
1
Nickyl Raithatha £1,160,000 331,428 12.5 41,428 £(76,725) £68,273
Andy MacKinnon £562,500 160,714 12.5 20,089 £(37,20 5) £33,107
1 Based on a share price of 164.8p, being the average share price for the 90 day period ended 30 April 2024 as a proxy for the share price at vesting. The value
on award was based on a share price of 350.0p.
Awards granted in the year (audited)
LTIP
Details of the long-term incentive awards granted to the Executive Directors in FY24 under the LTIP are set out below. Initial awards
made in July 2023 were made under the Remuneration Policy in place at that date. Following approval by shareholders of the 2023
Remuneration Policy, and as explained in last year’s Annual Report, further awards were made in September 2023. These were one-off
awards, which will not be repeated, and are subject to different performance conditions, as set out in Note 2 to the table below.
Executive Director
Number of
awards granted
during the year
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
4,5
Nickyl Raithatha
1
799,173 1.4515 4 July 2023 1,160,000 1 May 2023 30 April 2026 4 July 2026
Nickyl Raithatha
1
203,155 1.6416 19 September 2023 333,500 1 May 2023 30 April 2026 19 September 2026
Nickyl Raithatha
2
727,826 1.6416 19 September 2023 1,194,800 1 May 2023 30 April 2026 19 September 2026
Andy MacKinnon
1
529,624 1.4515 4 July 2023 768,750 1 May 2023 30 April 2026 4 July 2026
Andy MacKinnon
1
119,928 1.6416 19 September 2023 196,875 1 May 2023 30 April 2026 19 September 2026
Andy MacKinnon
2
470,577 1.6416 19 September 2023 772,500 1 May 2023 30 April 2026 19 September 2026
1 These two awards represent the normal LTIP grant level for the Executive Directors under the 2023 Remuneration Policy to 250% of salary. 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 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 19.52p rising on a straight-line basis to 100% at 21.5p.
2 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 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 the 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.
3 All of the above awards were granted for nil consideration.
4 The value at the date of grant for the awards made on 4 July 2023 were calculated using the three-day average share price on the three trading days prior
to the date of grant. For awards made under the 2023 Remuneration Policy, the value at the date of grant for the awards made on 19 September 2023 were
calculated by using the average closing price of the trading days that fall within the 90 calendar days prior to the date of grant.
5 The awards are subject to a two-year post-vesting holding period.
DSBP
Conditional share awards were granted under the Deferred Share Bonus Plan (“DSBP”) to Executive Directors for the deferred element
(33%) of their FY23 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 13,650 1.4515 4 July 2023 19,813 4 July 2026
Andy MacKinnon 8,825 1.4515 4 July 2023 12,810 4 July 2026
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 FY23 bonus.
3 DSBP awards vest after three years, subject to continued service only.
Directors’ remuneration report continued
Financial statements
109
Strategic report Corporate governance
Share interests and incentives (audited)
Shares owned
outright as at
30 April 2024
1
Subject to
continued
employment
2
Options
unvested and
subject to
performance
conditions
3
Options
vested but not
exercised
4
Total shares
available
5
Shareholding
as a
percentage of
salary
6
Shareholding
requirement
of 300% of
salary met
Executive Directors
Nickyl Raithatha 4,699,071 198,738 2, 2 2 7,960 594,643 7,720,412 2,013% Yes
Andy MacKinnon 885,499 113,737 1,361,522 198,215 2,558,973 1,032% 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
ShanMae Teo 45,156 45,156 N/a N/a
1 This represents direct interests held in Moonpig Group plc including SIP shares.
2 Awards subject to continued employment are SAYE Scheme shares and awards made under the DSBP.
3 Awards subject to performance conditions are the LTIP awards.
4 Pre-IPO Bridge award second tranche which will be exercised on 2 July 2024.
5 Since the FY24 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.
6 The shareholding as a percentage of salary relates to those shares and awards not subject to ongoing performance conditions. The share price used is
155.8p being the closing price as at 30 April 2024.
Directors’ share-based rewards and options (audited)
Details of all Directors’ interests in the Company’s share-based reward schemes are shown in the following tables:
Nickyl Raithatha
Scheme
Awards/
options held
at 1 May 2023
Number
of awards
granted
during the
year
Exercised
during the
year
10
Lapsed
during
the year
Awards/
options held
at 30 April
2024
Exercise price/
market price
at date of
award
£
Date of
grant/award
Exercisable/capable
of vesting from
Legacy pre-
IPO award
1
1,189,286 594,643 594,643 3.5000 1 February 2021 30 April 2024
LTIP
2
331,428 290,000 41,428 3.5000 1 February 2021 30 April 2024
SAYE
3
5,960 5,960 3.0200 3 September 2021 1 October 2024
DSBP
4
57,20 8 57,20 8 3.8180 6 August 2021 6 August 2024
DSBP
5
121,920 121,920 2.2253 5 July 2022 5 July 2025
DSBP
6
13,650 13,650 1.4515 4 July 2023 4 July 2026
LTIP
7
456,378 456,378 2.2253 5 July 2022 5 July 2025
LTIP
8
799,173 799,173 1.4515 4 July 2023 4 July 2026
LTIP
8
203,155 203,155 1.6416 19 September 2023 19 September 2026
LTIP
9
72 7,826 727,826 1.6416 19 September 2023 19 September 2026
Totals 2,162,180 1,743,804 594,643 290,000 3,021,341
Moonpig Group plc | Annual Report and Accounts 2024
110
Andy MacKinnon
Scheme
Awards/
options held
at 1 May 2023
Number
of awards
granted
during the
year
Exercised
during the
year
10
Lapsed
during
the year
Awards/
options held
at 30 April
2024
Exercise price/
market price
at date of
award
£
Date of
grant/award
Exercisable/capable
of vesting from
Legacy pre-
IPO award
1
396,429 198,214 198,215 3.5000 1 February 2021 30 April 2024
LTIP
2
160,714 140,625 20,089 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
DSBP
6
8,825 8,825 1.4515 4 July 2023 4 July 2026
LTIP
7
221,304 221,304 2.2253 5 July 2022 5 July 2025
LTIP
8
529,624 529,624 1.4515 4 July 2023 4 July 2026
LTIP
8
119,928 119,928 1.6416 19 September 2023 19 September 2026
LTIP
9
470,577 470,577 1.6416 19 September 2023 19 September 2026
Totals 883,359 1,128,954 198,214 140,625 1,673,474
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 was exercised on 4 July
2023 and, as the employment conditions have been met for the remaining 50%, that element of the award is now exercisable and will be exercised on 2 July
2024. The award values for Nickyl Raithatha and Andy MacKinnon are £6,022,543 and £2,007,515 respectively based on the actual share price at the date of
vesting of 50% of the award on 4 July 2023 (148.0p), and the Company’s share price for the 90-day average to 30 April 2024 (164.8p) for the remaining 50%
of the award that will vest on 2 July 2024, after the publication of this report. The final award values will be disclosed in the FY25 report to reflect the actual
share price at the date of vesting of the remaining 50% of the award.
2 The performance period ended on 30 April 2024. The performance conditions were 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 was the three-month average to IPO). 25% of this component would 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 would vest at 14.5p rising on a straight-line basis to 100% at 15.9p. The TSR target
was not met, and the EPS threshold target of 14.5p was met, resulting in minimum vesting of 12.5% of this award.
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 and will vest on 6 August 2024.
5 DSBP awards equate to 33% deferral of bonus payable in FY23 in relation to performance for FY22.
6 DSBP awards equate to 33% deferral of bonus payable in FY24 in relation to performance for FY23.
7 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. 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 20.2p rising on a straight-line
basis to 100% at 21.6p. The awards are subject to a two-year post-vesting holding period.
8 The performance period will end on 30 April 2026. 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 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. The awards are subject to a two-year post-vesting holding period.
9 The performance period will end on 30 April 2026. 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 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 the
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. The awards are subject to a two-year post-vesting holding period.
10 The value of awards for the Executive Directors which will become exercisable in FY25 are shown in the single figure of total remuneration table on page 106.
11 All of the above awards excluding the SAYE awards were granted for nil consideration.
12 The LTIP and DSBP awards are subject to clawback provisions.
13 The market price of the ordinary shares at 30 April 2024 was 155.8p and the closing range during the year was 129.1p to 187.0p.
Directors’ remuneration report continued
Financial statements
111
Strategic report Corporate governance
Performance graph against FTSE 250
The following chart shows the value, by 30 April 2024, of £100 invested in the Company on Admission (at the IPO price of 350.0p)
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 TSR performance. As the data
becomes available, this chart will be expanded to contain up to 10 years of TSR performance data.
0
20
40
60
80
100
120
140
160
Total shareholder return
£
Moonpig Group plc
1/2/24
1/2/21 1/5/21
FTSE 250 (ex. Investment Trusts)
1/8/21 1/11/21 1/2/22 1/5/22 1/8/22 1/11/22 1/2/23 1/5/23
1/8/23
1/11/23
1/5/24
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 FY24
Total remuneration (£000) £870 £1,439 £6,712
1
£1,262
Annual bonus paid (as % of maximum) 100.0% 94.5% 6.7% 63.1%
LTIP vesting (as % of maximum) N/a N/a 100%
2
12.5%
1 The FY23 total remuneration figure has been restated to reflect the actual value of the legacy pre-IPO award. The value of that award reported in FY23 was
calculated using the Company’s share price for the 90-day average to 30 April 2023. The FY23 figures have been adjusted to reflect the actual share price
at the date of vesting of 50% of the award on 4 July 2023 (148.0p) which took place after the publication of last year’s report, and the Company’s share price
for the 90-day average to 30 April 2024 (164.8p) for the remaining 50% of the award that will vest on 2 July 2024, after the publication of this report. The FY23
figures will be finally adjusted in the FY25 report to reflect the actual share price at the date of vesting of the remaining 50% of the award. The FY24 total
remuneration figure includes the value of the LTIP awards based on the Company's share price for the 90-day average to 30 April 2024 (164.8p) and will be
adjusted in the FY25 report to reflect the actual share price at the date of vesting on 2 July 2024, which is after the date of publication of this report.
2 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. Over time, the percentage change over a five year rolling period will be disclosed.
Director
% change in
salary/fees
(FY23-FY24)
1
% change
in benefits
(FY23-FY24)
1
% change in
annual bonus
(FY23-FY24)
1
% 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 0% (18)% 841% 3% (11%) (92.7%) 197% 126% 24%
Andy MacKinnon 0% (18)% 841% 3% (11%) (92.7%) 203% 126% 128%
Kate Swann 3% N/a N/a 3% N/a N/a 192% N/a N/a
David Keens
3
3% N/a N/a 18% N/a N/a 214% N/a N/a
Susan Hooper 3% N/a N/a 3% N/a N/a 206% N/a N/a
Niall Wass 3% N/a N/a 3% N/a N/a 206% N/a N/a
ShanMae Teo
4
21% N/a N/a N/a N/a N/a N/a N/a N/a
Average of UK
Group employees 3.0% 0% 463.6% 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 106. 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.
4 ShanMae Teo was appointed during FY23.
Moonpig Group plc | Annual Report and Accounts 2024
112
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 5 7,370 44,033 17.5:1 82,145 62,334 12.9:1 111,114 85,000
FY23
1
A 187. 2:1 32,000 30,000 108.9:1 54,000 50,000 71.8:1 83,000 75,000
FY24 A 29.6:1 43,000 34,000 18.0:1 70,000 56,000 12.2:1 103,000 82,000
1 The FY23 ratios have been recalculated to reflect the updated value of the legacy pre-IPO award. The value of that award reported in FY23 was calculated
using the Company’s share price for the 90-day average to 30 April 2023. The FY23 figures have been adjusted to reflect the actual share price at the date of
vesting of 50% of the award on 4 July 2023 (148.0p) which took place after the publication of last year’s report, and the Company’s share price for the 90-day
average to 30 April 2024 (164.8p) for the remaining 50% of the award that will vest on 2 July 2024, after the publication of this report. The FY23 figures will
be finally adjusted in the FY25 report to reflect the actual share price at the date of vesting of the remaining 50% of the award. The FY24 total remuneration
figure includes the value of the LTIP awards based on the Company's share price for the 90-day average to 30 April 2024 (164.8p) and will be adjusted in the
FY25 report to reflect the actual share price at the date of vesting on 2 July 2024, which is after the date of publication of this report.
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 2024 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 that financial year
and were met in full. The full amount of the pre-IPO award was recognised in CEO pay FY23 (see Note 1 to the table above).
The Committee is satisfied that the median pay ratio for FY24 is consistent with the Group’s wider policies on employee pay, reward
and progression. The CEO receives a greater proportion of their remuneration in performance-related pay, which means that the pay
ratio will vary from year to year according to the outcomes for those pay elements.
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 8 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 primarily reflects a 75% year-on-year increase in annual bonus outcome for all employees, together with the increase
in base salary costs.
FY24 £000 FY23 £000 % change
Employee costs 52,308 42,850 22.1%
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 FY24.
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)
FY24 FY23 FY24 FY23
Limit of 5% in any ten years under all executive share plans 2.69% <1% 70% 17%
Limit of 10% in any ten years under all share plans 2.99% 1% 46% 11%
Directors’ remuneration report continued
Financial statements
113
Strategic report Corporate governance
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 2023 AGM)
Remuneration Report
(advisory vote at 2023 AGM)
Votes % Votes %
Votes in favour 255,413,578 82.1524 299,669,288 96.3870
Votes against 55,488,648 17.8476 11,232,938 3.6310
Total votes cast (excluding votes withheld) 310,902,226 100.00 310,902,226 100.00
Votes withheld 3,106 3,106
Remuneration Policy
This Policy (on pages 108 to 116 of last year’s Annual Report) was approved by shareholders at the 2023 Annual General Meeting
(“AGM”) and the Remuneration Committee (the “Committee”) intends that it will operate for three years from the 2023 AGM.
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 105.
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.
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.
Moonpig Group plc | Annual Report and Accounts 2024
114
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 in the Remuneration Policy on page 113 of the FY23
Annual Report.
Bonus awards are non-pensionable and are payable at the Committee’s discretion.
Maximum potential value The maximum annual bonus opportunity 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, Sustainability 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 FY25 are set out on page 105.
Directors’ remuneration report continued
Financial statements
115
Strategic report Corporate governance
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 in the Remuneration Policy on page 113 of the FY23
Annual Report.
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.
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 FY25 are set out on in the Annual
Report on Remuneration on page 105.
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.
Performance metrics Not applicable.
Moonpig Group plc | Annual Report and Accounts 2024
116
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.
Objectives of the Policy
The table below shows, with examples, how the Policy 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 continued
Financial statements
117
Strategic report Corporate governance
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 employees participate in a bonus scheme.
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. The Committee consulted with major shareholders covering 60% of the share register on the
proposals for the 2023 Remuneration Policy, and as a result of that consultation, the Committee amended its proposals for the TSR
performance element of the LTIP awards.
Differences in remuneration policy for Executive Directors and employees in general
All UK employees have the choice of two defined contribution schemes. Employer cost ranges from 3% to 5% of salary. 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 has been offered annually since 2021 to
all eligible employees. Wider employee ownership is a key objective for the business. As at 30 April 2024 47% (30 April 2023: 37%) of
our employees participate in the Group’s all employee share schemes.
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.
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. The Committee ensures that the DNED sessions with employees include discussions on
remuneration matters, and are an effective method of employee consultation on these matters. The Committee therefore considers that
it does not need to, and has not, formally consulted with employees on matters of remuneration policy. Employee engagement scores
and other internal surveys will be considered as appropriate.
On behalf of the Board.
Susan Hooper
Chair of the Remuneration Committee
26 June 2024
Moonpig Group plc | Annual Report and Accounts 2024
118
Directors’ report
The Directors present their report, together with the audited consolidated financial statements for the year ended 30 April 2024.
The Directors’ report, together with the Strategic report on pages 1 to 69, 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 8
Strategy pages 16 to 17
Diversity and inclusion Sustainability pages 23 to 25 and pages 42 to 43
Going concern and viability statement Viability statement page 67
Risk management Risk management section pages 60 to 66
Climate-related financial disclosures, greenhouse gas
consumption, energy consumption and energy efficiency action
Sustainability pages 23 to 41
Disabled employees Non-financial and sustainability information section
pages 68 to 69
Employee engagement Section 172(1) statement page 21
Business relationships with suppliers, customers and other
stakeholder engagement
Section 172(1) statement and stakeholder engagement
pages 20 to 22
Charitable donations Sustainability page 25
Important events since the financial year end Note 26 of the Group financial statements page 167
Compliance with the UK Corporate Governance Code 2018
This Annual Report has been prepared with reference to the Code. During the year, the Company 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 85. The Code is publicly available at www.frc.org.uk.
The Board has been briefed on the changes introduced by the UK Corporate Governance Code 2024 that will apply to the Group
with effect from FY26 and for Provision 29 (which deals with the effectiveness of the Company’s risk management and internal control
framework) with effect from FY27. We intend to comply with the new code from its effective dates and work has commenced to
facilitate compliance.
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 70 to 121 (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 2024 AGM, on the recommendation of the
AuditCommittee.
The Company has conducted a tender process for the role of external auditor in respect of the FY26 statutory audit in line with
the requirements of the CMA Order. Further information on this process is set out on pages 94 to 95. A resolution proposing the
appointment ofPricewaterhouseCoopers LLP as the selected firm will be put to shareholders at the September 2025 Annual
GeneralMeeting.
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.
Financial statements
119
Strategic report Corporate governance
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 2023 AGM, in line with best practice, to authorise the Company to make
political payments up to a maximum aggregate amount of £100,000 and intends to propose a similar resolution at the 2024 AGM.
The Group did not make any political donations or incur political expenditure during the reporting year.
Subsidiaries, principal activities and branches
The Company acts as a holding company for its subsidiaries. The Group’s subsidiaries are set out on page 167 of the financial
statements. One of the Group’s principal UK operating subsidiaries, Moonpig.com Limited, currently has one overseas branch in the
Bailiwick of Guernsey.
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
173 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 2024 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, with the exception of Abrdn plc, Ameriprise Financial, Inc., Baillie Gifford & Co and
FIL Limited which represents indirect interests.
As at 30 April 2024 As at the date of this report
Holder Number of shares Voting rights (%) Number of shares Voting rights (%)
Liontrust Investment Partners LLP 44,094,049 12.84 45,638,895 13.28
Abrdn plc 30,444,425 8.89 23,582,759 6.86
Exponent 28,248,215 8.22 28,248,215 8.22
Baillie Gifford & Co 17,779,500 5.17 17,779,500 5.17
FIL Limited 17, 473,751 5.09 17,473,751 5.09
Ameriprise Financial, Inc. 16,919,467 4.92 16,919,467 4.92
LCP VIII Holdings, L.P. 12,962,023 3.80 12,962,023 3.80
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/investors.
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. Further information is on page 85. 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 19 September 2023, 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 2023. 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.
Moonpig Group plc | Annual Report and Accounts 2024
120
Significant agreements – change of control
The Group has one significant agreement that would be terminable upon a change of control, namely the £180.0m Revolving Credit
Facility which is described at Note 19 to the financial statements. 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.
Relationship Agreement
Throughout the year and up to 25 April 2024, Exponent held 12.0% of the issued ordinary share capital of the Company. Althoughno
longer a controlling shareholder in the Company, Exponent was subject to the following independence provisions of the
RelationshipAgreement:
Transactions and arrangements between the Group and Exponent were at arm’s length and on normal commercial terms.
Exponent did not 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.
Exponent did not propose, or procure the proposal of, a shareholder resolution intended or appeared 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, until 25 April 2024.
Exponent’s shareholding decreased to 8.22% on 25 April 2024 following a secondary placing, Exponent ceased to be a substantial
shareholder of the Company and the Relationship Agreement accordingly ceased to have effect. Its shareholding remained at 8.22%
as at the date of this report. The ordinary shares owned by Exponent rank pari passu with the other ordinary shares in all respects.
Shares held in the Share Incentive Plan Trust and the Employee Benefit Trust
The trustee of the Trust under which the Company’s Share Incentive Plan (the “SIP”) is operated may vote in respect of shares held in
the SIP Trust, but only as instructed by participants in the SIP in respect of their free shares, partnership shares and dividend shares.
The trustee will not otherwise vote in respect of shares held in the SIP Trust. Shares held in the SIP Trust rank pari passu with the shares
in issue and have no special rights. No shares are held in the Moonpig Group plc Employee Benefit Trust.
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 69.
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 109
Directors of the Company Board of Directors pages 70 to 73
Dividend policy
Non-financial and sustainability information statement pages 68
to 69
Financial instruments Financial statements pages 161 to 166
Important events since the financial year-end Events after the balance sheet date (Note 26) page 167
Statement of Directors’ responsibilities Statement of Directors’ responsibilities page 121
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
26 June 2024
Directors’ report continued
Financial statements
121
Strategic report Corporate governance
Statement of Directors’ responsibilities in respect of the Annual Report
and 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.
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 26 June 2024.
Approved by the Board and signed on its behalf.
Nickyl Raithatha Andy MacKinnon
Chief Executive Officer Chief Financial Officer
26 June 2024 26 June 2024
Moonpig Group plc Registered in England and Wales No. 13096622
Moonpig Group plc | Annual Report and Accounts 2024
122
Independent Auditors’ Report
to the members of Moonpig Group plc
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 2024 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 2024; 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 5 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. In addition, we audited specific significant
balances in two additional components. Our work accounted
for 100% of Group revenue and 98% of Group profit before
tax after excluding adjusting items.
Key audit matters
Carrying value of Goodwill Experience More Limited
(“Experiences”) (Group).
Merchant accrual (Group).
Capitalisation of development costs (Group).
Carrying value of investment in subsidiary (Company).
Materiality
Overall Group materiality: £2,490,000 (2023: £2,380,000)
based on 5% of profit before tax after excluding
adjustingitems.
Overall Company materiality: £9,037,000 (2023: £2,140,000)
based on 1% of total assets (FY23: capped at 90% of
Groupmateriality).
Performance materiality: £1,867,500 (2023: £1,785,000)
(Group) and £6,778,000 (2023: £1,605,000) (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.
This is not a complete list of all risks identified by our audit.
Carrying value of Goodwill Experience More Limited
(“Experiences”) is a new key audit matter this year. Acquisition
accounting Experiences (Group), which was a key audit matter
last year, is no longer included because the acquisition has
concluded and subsequent work over the balances recognised
as part of the purchase price allocation have been considered
within the work performed over the carrying value of Experiences
goodwill. Otherwise, the key audit matters below are consistent
with last year.
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Key audit matter How our audit addressed the key audit matter
Carrying value of Goodwill Experiences (Group)
Refer to Note 1 (General information) for critical accounting
judgements and estimates, Note 2 (Summary of significant
accounting policies) and Note 11 (Intangible assets).
At 30 April 2024 the carrying value of the Experiences goodwill
was £137m (2023: £137m).
As per IAS 36 Goodwill is assessed annually for impairment.
The critical accounting judgements made in the estimate of the
goodwill recoverable amount are:
Pre-perpetuity period of six years (2023: seven years)
Pre-perpetuity compound annual reported revenue growth rate
of 6.6% (2023: 10.5%)
A pre-tax discount rate of 15.1% (2023: 13.5%)
Management prepared an impairment assessment as at 30 April
2024, creating a Value in Use (VIU) model reflecting the Board
approved budget for FY25-27, assumptions to build the future net
cash flows over a further three 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 six-year modelling period; and
The assumptions in the VIU model related to revenue growth
rates, Adjusted EBITDA margin, working capital, the discount
and perpetuity growth rates.
Through this assessment management concluded that the carrying
value of the Experiences cash generating unit (“CGU”) does not
exceed the VIU, and concluded that no impairment was required.
The audit procedures we performed to address the risk around
the carrying value of the Experiences CGU were:
Validated the appropriateness of the cash generating
unitselected;
Agreed the mathematical accuracy of the model used to
estimate the VIU;
Understood the basis of preparation and methodology used
in the FY25-27 budget and the subsequent three years of
cashflows;
Evaluated the appropriateness of using a six-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, noting that this has been reduced by one
year from FY23;
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;
Assessed the appropriateness of how working capital had
been reflected in the model and the terminal year;
Sensitised management’s assumptions in the VIU model in
particular around the forecast revenue growth rates, the
discount rate and a reduction in the pre-perpetuity rate from
six to five years;
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; and
Challenged the appropriateness of the sensitivities
management has presented in its disclosures.
Overall management has concluded that no impairment is
required which we consider to be supportable, however as set
out in the sensitivity disclosure, the model is sensitive to changes
in key estimates.
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Independent Auditors’ Report
to the members of Moonpig Group plc continued
Key audit matter How our audit addressed the key audit matter
Merchant accrual (Group)
Refer to Note 1 (General information) for critical accounting
judgements and estimates, Note 2 (Summary of significant
accounting policies) and Note 16 (Trade and other payables).
The Group recognised a £45.3m merchant accrual as part of
the revenue process at Experiences. The amount represents the
estimated unpaid balance to merchant providers on unredeemed
vouchers and excludes the commission and expected voucher
non-redemption already recognised as revenue in the income
statement. The merchant accrual has been discounted to the
present value in line with IFRS 9.
An estimate of the number of vouchers that will not be redeemed,
based on historic rates, is recognised as revenue 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 closing accrual
balance is supportable and the revenue recognised in the period
is appropriate.
In the year there has been a higher non redemption rate
which management attributes to the extensions given during
the pandemic, and is not expected to be reflective of future
customerbehaviour.
The non-redemption rate estimate has been revised down
duringthe year to reflect the change in non-redemption behaviour
post pandemic.
The key areas of audit focus were:
The rights and obligations associated with the
merchanttransactions;
The appropriateness of the non-redemption rate;
The true-up calculation to get to actual non-redemption
revenue in the period; and
The accuracy and assumptions within the discount model.
The audit procedures we performed to address the estimate for
the merchant accrual included the following:
Challenged management’s breakage model and the
reasonableness of the updated non-redemption assumptions
by analysing the historic redemption rate and performing
analysis over customer behaviour;
Tested actual non-redemptions and compared this to
the estimated rate to assess the accuracy of the true-up
adjustment;
Agree a sample of sales back to merchant contracts to assess
the valuation of the accrual and the rights and obligations
under the contractual terms;
Reviewed the accuracy and assumptions within the
discounting calculation;
Performed a proof in total of the merchant accrual as a
percentage of the gross sales;
Sensitised management’s non-redemption rate assumption;
and
Assessed the adequacy of disclosures of financial information,
including the impact of excess non-redemption revenue, and
challenged management on the adequacy of the disclosure
surrounding the merchant accrual.
Based on the above procedures performed, we concur with the
estimate made and disclosure in Note 1 on the sensitivity of the
estimate in the accrual.
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Key audit matter How our audit addressed the key audit matter
Capitalisation of development costs (Group)
Refer to Note 1 (General information) for critical accounting
judgements and estimates, Note 2 (Summary of significant
accounting policies), and Note 11 (Intangible assets).
The Group capitalised a total of £12.6m (FY23: £12.7m) of
internally developed intangible assets relating to technology and
development costs during the year. This is made up of £9.4m of
additions for Moonpig and £3.2m for Experiences.
The risk is therefore whether capitalisation of costs is appropriate.
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 individuals across
the various projects and the capitalisation rate used;
The useful economic lives adopted by management for the
amortisation of internally generated intangibles; and
Risk of impairment/obsolescence over the brought forward
projects if the technology has been superseded during the year.
The audit procedures we performed to address the risk of
capitalisation of internal development costs in intangibles
assetswere:
Interviewed the Heads of Engineering and Product teams
to understand the nature and objectives of the key projects
undertaken during the year;
Corroborated our interviews to timesheet data to verify
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 Heads of Engineering and Product;
Reviewed the supporting documentation in relation to
capitalisation approvals;
Assessed whether the IAS 38 capitalisation criteria have been
met for a selection of projects by evaluating whether they are
in active use, are technically feasible, and whether economic
benefit is forecast to be generated from the investment. We
have also held discussions with the respective project leads
for these projects to understand the nature and how this
improves the current technology offering;
Tested the accuracy of the inputs of the capitalisation
calculation, specifically, timesheets, payroll cost rates and
invoices for non-salary costs;
Assessed the appropriateness of the useful economic life by
comparing against competitors and the Group’s viability
statement around the normal assessed technology cycle;
Assessed impairment risk over the brought forward projects
from the previous year to ensure the technology capitalised is
still being utilised; 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.
Moonpig Group plc | Annual Report and Accounts 2024
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Independent Auditors’ Report
to the members of Moonpig Group plc continued
Key audit matter How our audit addressed the key audit matter
Carrying value of investment in subsidiary (Company)
Refer to Note 1 (Company) for critical accounting judgements and
estimates, Note 2 (Company Summary of significant accounting
policies) and Note 4 (Company Investments).
As at 30 April 2024 the Company held an investment in a
subsidiary with a carrying value of £845.5m (2023: £845.5m).
The market capitalisation as at 30 April 2024 of £534m is
considered to be an impairment indicator and, as a result,
management performed an impairment assessment for the
carrying value of the investment.
The critical accounting judgements made in the estimate of the
investment recoverable amount are:
Pre-perpetuity period of six years (2023: seven years)
Pre-perpetuity compound annual revenue growth rate of 10.3%
(April 2023: 12.7%)
Pre-tax discount rate of 14.3% (2023: 14.0%)
Management prepared an impairment assessment as at 30 April
2024, creating a Group VIU model reflecting the Board approved
budget for FY25-27, assumptions to build the future net cash flows
over a further three 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 assumptions in the VIU model including the revenue
compound annual growth rates, Adjusted EBITDA margins,
working capital, pre-tax discount and perpetuity growth rates;
and
The appropriateness of the pre-perpetuity period of six-years
Through this assessment management identified that the carrying
value of the investment does not exceed the Group’s VIU and
concluded that no impairment was required.
The audit procedures we performed to address the risk around
the carrying value of the investment in the Company were:
Agreed the mathematical accuracy of the model, to estimate
the Group VIU;
Discussed with management the basis of preparation of
theFY25-27 budget and the subsequent three years of net
cash flows;
Evaluated the appropriateness of using a six-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, noting that this has been reduced by one
year from FY23;
Challenged management to provide internal and external
market evidence for the key assumptions in the Group 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;
Challenged the inputs and assumptions that are included
within the detailed forecasting period to FY30 and how
theseare reflected in perpetuity such as the movement in
working capital;
Sensitised management’s assumptions in the model in
particular around the forecast revenue growth rate and the
discount rate;
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; and
Challenged the appropriateness of the sensitivities
management has presented in its disclosures.
Overall management has concluded that no impairment is
required which we consider to be supportable, however as
setout in the sensitivity disclosure, it is sensitive to changes in
keyestimates.
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.
For the purposes of scoping the Group audit we have performed a full scope audit on three financially significant components
(Moonpig, Greetz and Experiences) that are based in the UK and the Netherlands. We performed audit procedures over specific
financial statement line items within the Company and one other component based on their value relative to the rest of the Group,
using an allocation of Group materiality.
We have also performed a statutory audit over the Company financial statements using a standalone materiality.
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.
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Strategic report Financial statementsCorporate governance
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 £2,490,000 (2023: £2,380,000). £9,037,000 (2023: £2,140,000).
How we determined it 5% of profit before tax after excluding
adjustingitems.
1% of total assets (FY23: 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 based on total assets,
which is a generally accepted auditing benchmark.
For FY24 where balances do not form part of the
Group consolidated results we have used a materiality
based on 1% of total assets, and where balances are
included in the Group consolidated results we have
capped materiality at 90% of the Group’s measure.
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 £608,000 to £2,241,000. 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% (2023: 75%) of overall materiality, amounting to £1,867,500 (2023: £1,785,000) for
the Group financial statements and £6,778,000 (2023: £1,605,000) 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 £124,500 (Group
audit) (2023: £119,000) and £124,500 (Company audit) (2023: £107,000) as well as misstatements below those amounts that, in our
view, warranted reporting for qualitative reasons.
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.
Moonpig Group plc | Annual Report and Accounts 2024
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Independent Auditors’ Report
to the members of Moonpig Group plc continued
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. 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 2024 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.
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.
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Strategic report Financial statementsCorporate governance
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
the 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
Legal Director, 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.
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 four years, covering the years ended 30 April 2021
to 30 April 2024.
Other matter
The Company is required by the Financial Conduct Authority
Disclosure Guidance and Transparency Rules to include these
financial statements in an annual financial report prepared
under the structured digital format required by DTR 4.1.15R
4.1.18R and filed on the National Storage Mechanism of the
Financial Conduct Authority. This auditors’ report provides no
assurance over whether the structured digital format annual
financial report has been prepared in accordance with
thoserequirements.
Christopher Richmond (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
26June2024
Moonpig Group plc | Annual Report and Accounts 2024
130
Consolidated income statement
For the year ended 30 April 2024
20242023
Note£000£000
Revenue
3
341,141
32 0 ,1 25
Cost of sales
4
(13 8, 6 0 8)
(14 0, 44 9)
Gross profit
2 02 ,5 33
179 ,67 6
Selling and administrative expenses
5,6
(137,598)
(1 32, 5 3 4)
Other income
5
1,349
1,3 19
Operating profit
66,284
4 8 , 4 61
Finance income
7
19 8
21
Finance costs
7
(20, 082)
(13,57 7)
Profit before taxation
46, 40 0
3 4 ,9 0 5
Taxation
9
(1 2, 231)
(8, 2 98)
Profit after taxation
34 ,1 69
26, 6 07
Profit attributable to:
Equity holders of the Company
34 ,1 69
26, 6 07
Earnings per share (pence)
Basic
10
10.0
7.8
Diluted
10
9. 6
7.7
All activities relate to continuing operations.
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated statement of comprehensive income
For the year ended 30 April 2024
20242023
Note£000£000
Profit for the year
5
34 ,1 69
26, 60 7
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations
30
(15 8)
Cash flow hedge:
Fair value changes in the year
22
7 15
1,891
Cost of hedging reserve
22
243
126
Fair value movements on cash flow hedges transferred to the profit or loss
22
(2,222)
(1 3 6)
Deferred tax on other comprehensive income
9
(95)
Total other comprehensive income
(1,3 29)
1,723
Total comprehensive income for the year
32 ,84 0
28,3 3 0
The accompanying notes are an integral part of these consolidated financial statements.
131
Strategic report Financial statementsCorporate governance
Consolidated balance sheet
As at 30 April 2024
2024 2023
Note£000£000
Non-current assets
Intangible assets
11
2 03, 59 1
2 10,4 5 5
Property, plant and equipment
12
26,900
32,3 11
Other non-current assets
14
1 ,611
2,1 5 3
Financial derivatives
22
16 4
1 , 75 7
232 , 26 6
2 4 6 , 6 76
Current assets
Inventories
13
7, 0 9 4
12, 333
Trade and other receivables
14
6,57 7
6,3 31
Current tax receivable
2 ,113
1, 26 0
Financial derivatives
22
838
711
Cash and cash equivalents
15
9, 6 4 4
2 2, 394
26,26 6
4 3,02 9
Total assets
25 8,53 2
2 8 9, 7 0 5
Current liabilities
Trade and other payables
16
96 ,73 9
110 ,119
Provisions for other liabilities and charges
17
2,0 73
1, 61 7
Current tax payable
4, 2 11
805
Contract liabilities
18
4,0 0 8
2,58 9
Lease liabilities
19
3, 25 7
3,443
Borrowings
19
73
27
11 0,3 61
118,6 0 0
Non-current liabilities
Trade and other payables
16
1,5 5 2
4,8 58
Borrowings
19
118, 2 92
170,493
Lease liabilities
19
13,0 7 2
16,0 82
Deferred tax liabilities
9
8 ,9 0 3
1 0 ,9 7 8
Provisions for other liabilities and charges
17
2,5 16
2,4 13
14 4,33 5
2 0 4,8 24
Total liabilities
2 5 4 ,69 6
3 23, 4 24
Equity
Share capital
21
3 4,33 1
3 4, 211
Share premium
21
2 78 ,0 8 3
2 78 , 0 8 3
Merger reserve
(9 93 ,0 2 6)
(993,026)
Retained earnings
64 2,0 56
6 03,8 49
Other reserves
21
4 2 ,39 2
4 3,1 6 4
Total equity
3,836
(33,7 19)
Total equity and liabilities
25 8,53 2
2 8 9, 7 0 5
The accompanying notes are an integral part of these consolidated financial statements.
The financial statements on pages 130 to 169 were approved by the Board of Directors of Moonpig Group plc (registered number
13096622) on 26 June 2024 and were signed on its behalf by:
Nickyl Raithatha Andy MacKinnon
Chief Executive Officer Chief Financial Officer
26 June 2024 26 June 2024
Moonpig Group plc | Annual Report and Accounts 2024
132
Consolidated statement of changes in equity
For the year ended 30 April 2024
Share Merger Retained
Share capitalpremiumreserveearningsOther reservesTotal equity
Note£000£000£000£000£000£000
Balance at 1 May 2022
3 4 , 211
2 78 , 0 8 3
(993,0 26)
5 76 , 5 0 7
34, 906
(6 9, 3 1 9)
Profit for the year
26, 6 07
26, 60 7
Foreign currency translation reserve
reclassification
73 5
(73 5)
Other comprehensive
(expense)/income:
Exchange differences on translation
of foreign operations
(15 8)
(15 8)
Cash flow hedges:
Fair value changes in the year
1,89 1
1 ,891
Cost of hedging reserve
126
1 26
Fair value movements on cash flow
hedges transferred to profit and loss
(1 3 6)
(1 3 6)
Total comprehensive income
forthe year
2 7, 3 4 2
98 8
28 ,3 3 0
Share-based payments
20, 21
7, 2 7 0
7, 2 7 0
As at 30 April 2023
34 , 211
2 78 , 0 8 3
(9 93,026)
6 0 3,8 49
43 ,1 6 4
(33,7 19)
Profit for the year
3 4 ,1 69
3 4 ,1 69
Other comprehensive
(expense)/income:
Exchange differences on translation
of foreign operations
30
30
Cash flow hedges:
Fair value changes in the year
7 15
715
Cost of hedging reserve
243
243
Fair value movements on cash flow
hedges transferred to profit and loss
(2,222)
(2,222)
Deferred tax on other
comprehensive income
(95)
(95)
Total comprehensive income
forthe year
3 4,1 69
(1,3 29)
32 ,84 0
Share-based payments
20, 21
4 ,1 79
4 ,1 79
Issue of ordinary shares
20, 21
120
120
Deferred tax on share based
payment transactions
536
536
Share options exercised
20, 21
4,038
(4 ,1 5 8)
(12 0)
As at 30 April 2024
34,33 1
2 78, 0 8 3
(9 9 3, 0 2 6)
6 42 ,05 6
4 2,3 92
3,83 6
The accompanying notes are an integral part of these consolidated financial statements.
133
Strategic report Financial statementsCorporate governance
Consolidated cash flow statement
For the year ended 30 April 2024
20242023
Note£000£000
Cash flow from operating activities
Profit before taxation
46, 40 0
3 4 ,9 0 5
Adjustments for:
Depreciation, amortisation and impairment
11,12
25,729
2 2,6 5 3
Impairment of right-of-use asset
12
4 28
Loss on disposal of tangible assets
4
48
Loss on foreign exchange
272
Net finance costs
7
1 9, 8 8 4
13,5 56
R&D tax credit
(5 03)
(4 2 3)
Share-based payment charges
4 ,17 9
7, 2 7 0
Changes in working capital:
Decrease/(Increase) in inventories
5,1 9 2
(8 3 5)
Decrease in trade and other receivables
246
2,1 1 2
Decrease in trade and other payables
(16,154)
(2 2, 0 9 2)
Decrease/(increase) in trade and other receivables and payables with undertakings
formerly under common control
14
308
Cash generated from operations
85, 263
57,930
Income tax paid
(1 0,6 88)
(8,59 0)
Net cash generated from operating activities
74 , 5 7 5
4 9, 3 4 0
Cash flow from investing activities
Capitalisation of intangible assets
11
(1 2 , 782)
( 1 2 ,9 4 9)
Purchase of property, plant and equipment
12
(965)
(9,680)
Acquisition of subsidiary, net of cash acquired
(88,598)
Bank interest received
198
Net cash used in investing activities
(13, 5 49)
(111, 2 27)
Cash flow from financing activities
Proceeds from new borrowings
19
1 5 7, 2 6 6
6 0, 000
Payment of fees related to new borrowings
(2,0 70)
(9 8 8)
Repayment of borrowings
19
(212,0 00)
(60 , 000)
Payment of interest rate cap premium
(15 0)
(94 0)
Interest paid on borrowings
19
(14 , 4 69)
(12,144)
Interest received on swap and cap derivatives
2,222
327
Lease liabilities paid
19
(3 , 74 2)
(2,6 4 1)
Interest paid on leases
19
(6 8 2)
(8 6 3)
Net cash used in financing activities
(73,6 2 5)
( 1 7, 2 4 9)
Net cash flows (used in)/generated from operating, investing and financing activities
(12 ,599)
(7 9, 1 3 6)
Differences on exchange
(15 1)
(147)
(Decrease)/increase in cash and cash equivalents in the year
(1 2 , 75 0)
(7 9, 2 8 3)
Net cash and cash equivalents at 1 May
2 2 ,3 94
1 01 , 67 7
Net cash and cash equivalents at 30 April
9, 6 4 4
2 2, 3 94
The accompanying notes are an integral part of these consolidated financial statements.
Moonpig Group plc | Annual Report and Accounts 2024
134
Notes to the consolidated financial statements
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 2024 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 2024 are detailed at the end of the notes to the consolidated financial
statements on page 167.
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 within the Annual Report and Accounts for the year ended 30 April 2024. 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 financial impact expected from climate change in the short or medium term, the Directors
will assess climate-related risks at each reporting date against judgements and estimates made in preparation of the Group’s
consolidated 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 of the Annual Report and Accounts for the year ended 30 April 2024.
The Group has continued to generate positive operating cash flow and finished the year with liquidity headroom of £69,378,000
(2023: £102,394,000) comprising gross cash and unutilised committed facilities.
During the financial year the Group completed a refinancing, replacing its term loan and revolving credit facility with a new
£180,000,000 committed four-year Revolving Credit Facility (the “RCF”). The RCF has an initial maturity date of 29 February 2028 with
an option to extend by one year (subject to lender approval).
The amounts drawn under the RCF bear interest at a floating reference rate plus a margin. The reference rates are SONIA for loans
in Sterling, EURIBOR for loans in Euro and SOFR for loans in US Dollars. As at 30 April 2024 the Group had drawn down £113,000,000
and €8,500,000 of the available revolving credit facility.
The Group’s interest rate hedging arrangements now comprise a SONIA interest rate cap with a cap strike rate of 3.00% on £70m
notional until 30 November 2024 and a SONIA interest rate cap, put in place during the current financial year, of 5.00% on £50m
notional from 29 November 2024 until 1 June 2025, reducing thereafter to £35m notional until expiry on 30 November 2025. This follows
the expiry of a SONIA interest rate swap (at a rate of 2.4725% on £90m notional) on 30 November 2023.
The RCF is subject to two covenants, each tested at six-monthly intervals. The leverage covenant, measuring the ratio of net debt to
last twelve months Adjusted EBITDA, is a maximum of 3.5x until April 2025 and 3.0x thereafter. The interest cover covenant, measuring
the ratio of last twelve months Adjusted EBITDA (excluding share based payments, as specified in the facilities agreement) to the total
of bank interest payable and interest payable on leases, is a minimum of 3.5x for the term of the facility. The Group has complied with
all covenants from entering the RCF until the date of these consolidated financial statements and is forecast to comply with these
during the going concern assessment period.
135
Strategic report Financial statementsCorporate governance
1 General information continued
Going concern continued
To support the Group’s assessment of going concern, detailed trading and cash flow forecasts, including forecast liquidity and
covenant compliance, were prepared for the 22-month period to 30 April 2026.
The Directors have reviewed the severe but plausible scenarios as described within the viability statement of the Annual Report
and Accounts for the year ended 30 April 2024; 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 RCF 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 consolidated financial statements. Accordingly, they continue to adopt
the going concern basis in preparing these 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 consolidated financial statements, management has made judgements and estimates 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 consolidated 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 and 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. The amounts of, and
movements in, such assets are set out in Note 11.
The areas of estimates 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 (£5,393,000)/£4,556,000 from the amount
recognised as at 30 April 2024. The amounts of, and movements in, such assets are set out 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 recognised 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 £2,453,000 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
Goodwill is tested annually for impairment. The critical accounting estimates made in the calculation of the recoverable amount are:
Pre-perpetuity period of six years (2023: seven years).
Pre-perpetuity compound annual revenue growth rate of 6.6% (2023: 10.5%).
Discount rate of 15.1% (2023: 13.5%).
Sensitivity analysis and further disclosure relating to these critical accounting estimates is set out in Note 11.
Moonpig Group plc | Annual Report and Accounts 2024
136
2 Summary of significant accounting policies
New standards, amendments and interpretations adopted from 1 May 2023
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).
Deferred Tax Related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12).
International Tax Reform Pillar Two Model Rules (Amendments to IAS 12).
These amendments to various IFRS standards are mandatorily effective for reporting periods beginning on or after 1 May 2023 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 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).
IAS 1 Presentation of Financial statements (Amendment Non-current Liabilities with Covenants).
The following amendments are effective for the year beginning 1 May 2025:
Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange rates)
The following amendments are effective for the year beginning 1 May 2027:
IFRS 18 Presentation and Disclosure in the Financial Statements.
The principal accounting policies are set out below. Policies have been applied consistently, other than where new policies have
been applied.
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 membership schemes whereby customers are charged an upfront annual fee in return for discounts
on subsequent greeting card purchases and other ancillary benefits over the following 12-month period. In addition, for new members,
the initial greeting card purchase is typically subject to a discount.
Notes to the consolidated financial statements continued
137
Strategic report Financial statementsCorporate governance
2 Summary of significant accounting policies continued
b) Revenue continued
ii) Subscription revenue continued
Revenue is measured at the transaction price, which is the standalone selling price of the subscription membership. The membership
contract gives rise to a performance obligation because it grants the customer an option to acquire additional goods and services
and that option provides material rights that the customer would not receive without entering that contract. Revenue is recognised
as goods or services are transferred in line with the exercise of those material rights.
The material rights provided to subscription members currently comprise:
The discount on the initial greeting card purchase, in the first year of subscription membership only, to the extent that this exceeds
the price that a customer could access through generally available discounts.
Expected usage of the discount on subsequent card purchases, to the extent that this exceeds the price that a customer could
otherwise access through generally available discounts.
Expected usage of ancillary benefits, such as free postcards.
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 the Group’s merchant partners provide gift experience services,
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 and estimates are trued up for actual
customer redemption rates. See further information within critical accounting estimates on page 135. Where non-redemption exceeds
the expected rate for a cohort of vouchers, the Group recognises revenue from the additional unredeemed vouchers and derecognises
the accrued merchant payable once its legal obligations to the merchants expire.
c) Taxation
Taxation is chargeable on the profits for the year, together with deferred taxation.
The current income tax charge is calculated based on 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.
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 .
Moonpig Group plc | Annual Report and Accounts 2024
138
2 Summary of significant accounting policies continued
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
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.
Notes to the consolidated financial statements continued
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Strategic report Financial statementsCorporate governance
2 Summary of significant accounting policies continued
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 13 and the liabilities included as part of borrowings in Note 20. 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.
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 of the Group’s business model for managing financial assets, with regard to the management of cash, 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 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, deposits held on call and cash in transit. 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, trade payables and the merchant accrual, are stated at amortised cost
using the effective interest method. For borrowings, their carrying amount includes accrued interest payable. The effective interest
method takes into account both the contractual cash flows and the time value of money. The carrying amount of the financial liability
is adjusted over time to reflect the unwinding of the discount, whereby the discount represents the difference between the initial fair
value and the amount paid or received. The discounting process involves applying a discount rate to the future cash flows associated
with the financial liability. The effect of discounting is recognised as an interest expense in the profit and loss over the expected term of
the financial liability.
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140
2 Summary of significant accounting policies continued
m) Financial instruments continued
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.
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 measures of Adjusted EBITDA, Adjusted EBIT
and Adjusted PBT, which exclude the impact of Adjusting Items and which are reconciled from operating profit and profit before taxation.
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.
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.
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.
Notes to the consolidated financial statements continued
141
Strategic report Financial statementsCorporate governance
2 Summary of significant accounting policies continued
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 revenue, Adjusted EBITDA and Adjusted EBIT to evaluate segment performance and allocate resources
to the overall business. Adjusted EBITDA and Adjusted EBIT are non-GAAP measures. 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 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 6 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 majority of the Group’s peak trading periods.
Segment analyses
The following table shows revenue by segment that reconciles to the consolidated revenue for the Group.
2024 2023
£000 £000
Moonpig
241,326
223,127
Greetz
51,238
55,421
Experiences
48,577
41,577
Total external revenue
341,141
320,125
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 customer’s country selection on the website or app at the time of order:
2024 2023
£000 £000
UK
281,217
258,234
Netherlands
51,238
55,421
Ireland
3,899
2,633
US
1,352
1,133
Australia
3,435
2,704
Total external revenue
341,141
320,125
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142
3 Segmental analysis continued
The following table shows the information regarding assets by segment that reconciles to the consolidated Group.
2024 2023
£000 £000
Moonpig
Non-current assets
1
37,0 75
41,063
Capital expenditure
2
(786)
( 7, 317 )
Intangible expenditure
(9,534)
(11,668)
Depreciation and amortisation
(14,498)
(11,851)
Greetz
Non-current assets
1
22,984
27, 3 36
Capital expenditure
2
(156)
(8,770)
Intangible expenditure
Depreciation and amortisation
(3,679)
(3,861)
Experiences
Non-current assets
1
170,433
174,342
Capital expenditure
(23)
(25)
Intangible expenditure
(3,248)
(1,281)
Depreciation and amortisation
(7,552)
(6,941)
Group
Non-current assets
1
230,492
242,741
Capital expenditure
2
(965)
(16,112)
Intangible expenditure
(12,782)
( 12,949)
Depreciation and amortisation
(25,729)
(22,653)
1 Comprises intangible assets, property, plant and equipment (inclusive of ROU assets).
2 Includes ROU assets capitalised in each year.
The Group’s measures of segment profit are Adjusted EBIT, which excludes Adjusting Items; refer to the APMs section of the Annual
Report and Accounts for the year ended 30 April 2024 for calculation.
2024 2023
£000 £000
Moonpig
72,709
59,891
Greetz
7,815
11,262
Experiences
15,006
13,046
Group Adjusted EBITDA
95,530
84,199
Moonpig
14,498
11,851
Greetz
1
1,884
2,053
Experiences
1
1,062
1,292
Group depreciation and amortisation excluding amortisation on acquired intangibles
1
17,444
15,196
Moonpig
58,211
48,040
Greetz
1
5,931
9,209
Experiences
1
13,944
11,754
Group Adjusted EBIT
2
78,086
69,003
1 Excludes amortisation arising on Group consolidation of intangibles, which is now included in Adjusting Items – see Note 6.
2 The Adjusted EBIT number in the prior year has been restated to adjust for acquisition amortisation, which is now included in Adjusting Items – see Note 6.
Notes to the consolidated financial statements continued
143
Strategic report Financial statementsCorporate governance
3 Segmental analysis continued
The following table shows Adjusted EBIT that reconciles to the consolidated results of the Group:
2024 2023
Note £000 £000
Adjusted EBITDA
95,530
84,199
Depreciation and amortisation
1
(17,444)
(15,196)
Adjusted EBIT
78,086
69,003
Adjusting Items
6
(11,802)
(20,542)
Operating profit
66,284
48,461
Finance income
7
198
21
Finance costs
7
(20,082)
(13,577)
Profit before taxation
46,400
34,905
Taxation charge
9
(12,231)
(8,298)
Profit for the year
34,169
26,607
1 Depreciation and amortisation excludes amortisation on acquired intangibles of £8,285,000 (2023: £7,457,000) included in Adjusting Items, see Note 6 for
more information.
4 Cost of sales
2024 2023
£000 £000
Wages and salaries
13,750
16,970
Inventories
48,088
49,453
Shipping and logistics
73,306
71,811
Depreciation on warehouses and machinery
3,464
2,215
Total cost of sales
138,608
140,449
5 Operating profit
Nature of expenses charged/(credited) to operating profit from continuing operations:
2024 2023
£000 £000
Depreciation on property, plant and equipment
6,610
6,941
Amortisation of intangible assets
1
19,119
15,712
Research and development expenses
2,301
1,732
IPO-related bonuses
2,367
3,263
Share-based payment charges (excluding NI)
4,179
7,270
Foreign exchange loss
272
67
Salaries and wages
48,129
35,580
Cost of inventories
48,088
49,453
Other income
2
(1,349)
(1,319)
Auditors’ remuneration:
Fees to auditors for the audit of the consolidated financial statements
875
934
Fees to auditors’ firms and associates for local audits
88
82
Total audit fees expense
963
1,016
Fees to auditors’ firms and associates for other services:
Assurance services
139
141
1,102
1,157
1 Amortisation of intangible assets includes a charge of £8,285,000 (2023: £7,457,000) relating to the amortisation on acquired intangibles, which is classified
as an Adjusting Item as set out in Note 6.
2 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.
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144
5 Operating profit continued
During the year, PricewaterhouseCoopers LLP charged the Group as follows:
In respect of audit-related assurance services: £139,000 (2023: £141,000).
In respect of non-audit-related services: £nil (2023: £nil).
6 Adjusting Items
2024
2023
1
£000 £000
Pre-IPO bonus awards
(2,367)
(3,263)
Pre-IPO share-based payment charges
(1,150)
(5,419)
M&A-related transaction costs
(4,403)
Total adjustments made to Adjusted EBITDA
(3,517)
(13,085)
Amortisation on acquired intangibles
(8,285)
( 7, 457 )
Total adjustments made to Adjusted EBIT
(11,802)
(20,542)
1 The prior year Adjusting Items number has been restated to include the amortisation on acquired intangibles.
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.
Amortisation on acquired intangibles
Acquisition amortisation is a non-cash expense relating to intangible assets. These expenses are excluded from adjusted earnings
because they are non-operational and thus distort the underlying performance of the business. To present a clearer picture of the
Group’s ongoing operational performance the costs are adjusted for and will be on an ongoing basis.
Cash paid in the year in relation to Adjusting Items totalled £4,057,000 (2023: £5,490,000).
7 Finance income and costs
2024 2023
£000 £000
Bank interest receivable
198
21
Interest payable on leases
(901)
(863)
Bank interest payable
(12,258)
(11,639)
Amortisation of capitalised borrowing costs
(4,604)
(1,619)
Amortisation of interest rate cap premium
(353)
(352)
Interest on discounting of financial liability
(1,568)
Net foreign exchange gain/(loss) on financing activities
(398)
896
Net finance costs
(19,884)
(13,556)
Notes to the consolidated financial statements continued
145
Strategic report Financial statementsCorporate governance
8 Employee benefit costs
The average monthly number of employees (including Directors) during the year was made up as follows:
2024 2023
Number Number
Administration
558
582
Production
150
148
Total employees
708
730
2024 2023
£000 £000
Wages and salaries
51,435
41,664
Social security costs
6,752
5,047
Other pension costs
2,487
1,619
Share-based payment expense
4,179
7, 2 70
Total gross employment costs
64,853
55,600
Staff costs capitalised as intangible assets
(12,545)
(12,750)
Total net employment costs
52,308
42,850
The FY24 wages and salaries amount includes the impact of a full year of Experiences employees’ wages, the full year impact of
operating in-house UK operational facilities and a higher annual bonus outcome (as threshold financial targets were not met in FY23).
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.
9 Taxation
(a) Tax on profit
The tax charge is made up as follows:
2024 2023
£000 £000
Profit before taxation
46,400
34,905
Current tax:
UK corporation tax on profit for the year
13,057
8,385
Foreign tax charge
1,009
1,644
Adjustment in respect of prior years
(278)
(992)
Total current tax
13,788
9,037
Deferred tax:
Origination and reversal of temporary differences
(1,746)
(820)
Adjustment in respect of prior years
189
81
Total deferred tax
(1,557)
(739)
Total tax charge in the income statement
12,231
8,298
Moonpig Group plc | Annual Report and Accounts 2024
146
9 Taxation continued
(b) The tax assessed for the year is higher than the standard UK rate of corporation tax applicable of 25% (2023: 19.4%); the 19.4% in
the prior year reflects eleven months of the financial year at a 19% rate of corporation tax and one month at 25%. The differences are
explained below:
2024 2023
£000 £000
Profit before taxation
46,400
34,905
Profit on ordinary activities multiplied by the UK tax rate
11,600
6,775
Effects of:
Expenses not deductible for tax purposes
336
1,048
Non-taxable income
(356)
(20)
Effect of higher tax rates in overseas territories
16
287
Adjustment in respect of prior years
(89)
(912)
Change in UK deferred tax rate
282
Share based payments
736
1,045
Other permanent differences
(12)
(207)
Total tax charge for the year
12,231
8,298
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 impact of the Group’s share schemes (refer to Note 6
and Alternative Performance Measures on page 174).
(c) Deferred tax:
Other
Accelerated Share- short-term
capital Intangible based Right of use Lease temporary
allowances assets payments assets liabilities differences Total
£000 £000 £000 £000 £000 £000 £000
Balance at 1 May 2023
(1,889)
(11,231)
1,192
(1,488)
1,629
809
(10,978)
Adjustments in respect of prior years
(54)
(245)
(256)
1
452
(102)
Adjustments posted through other comprehensive
income (OCI)
59
(154)
(95)
Adjustments posted through equity
536
536
Current year credit/(charge) to income statement
77
1,923
455
304
(267)
(746)
1,746
Effects of movements in exchange rates
(6)
(4)
(10)
Balance at 30 April 2024
(1,866)
(9,500)
1,927
(1,183)
1,362
357
(8,903)
Other
Accelerated Share- short-term
capital Intangible based Right of use Lease temporary
allowances assets payments assets liabilities differences Total
£000 £000 £000 £000 £000 £000 £000
Balance at 1 May 2022
(1,028)
(2,818)
783
(127)
126
896
(2,168)
Adjustments in respect of prior years
(10)
(73)
2
(81)
Current year credit/(charge) to income statement
(1,018)
1,331
482
(1,346)
1,486
(117)
818
Acquired through business combinations
157
(9,581)
28
(9,396)
Effects of movements in exchange rates
(153)
(15)
17
(151)
Balance at 30 April 2023
(1,889)
(11,231)
1,192
(1,488)
1,629
809
(10,978)
The Finance Bill 2021 included legislation to increase the main rate of corporation tax from 19% to 25% from 1 April 2023.
According to the Netherlands 2024 Tax Plan, the general corporate income tax rate will remain 25.8% for the year 2024 whereby the
first €200K profit is taxed at 19%.
Notes to the consolidated financial statements continued
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Strategic report Financial statementsCorporate governance
10 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 period. For the purposes of this calculation, the weighted average number of ordinary shares in
issue during the period was 343,093,868 (2023: 340,061,402). The period-on-period 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 2023 as well as the
issue of 1,198,394 (2023: nil) shares to satisfy the Group’s obligation to its employees in relation to the vested Tranche 1 of the pre-IPO
share based payment scheme in April 2023 and some shares in relation to the DBSP scheme (see Note 20):
Year ended Year ended
Shares in issue 30 April 2024 30 April 2023
As at 1 May
342,111,621
342,111,621
Issue of shares during the period
1,198,394
As at 30 April
343,310,015
342,111,621
2024 2023
Number of shares Number of shares
Weighted average number of shares in issue
343,093,868
342,111,621
Less: weighted average number of shares held subject to potential repurchase
(2,050,219)
Weighted average number of shares for calculating basic earnings per share
343,093,868
340,061,402
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 consolidated 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.
2024 2023
Number of shares Number of shares
Weighted average number of shares for calculated basic earnings per share
343,093,868
340,061,402
Weighted average number of dilutive shares
11,693,937
6,860,822
Total number of shares for calculated diluted earnings per share
35 4 ,787,8 05
346,922,224
2024
2023
1
£000 £000
Basic earnings attributable to equity holders of the Company
34,169
26,607
Adjusting Items (see Note 6)
11,802
20,542
Tax on Adjusting Items
(2,385)
(2,749)
Adjusted earnings attributable to equity holders of the Company before Adjusting Items
43,586
44,400
2024
2023
1
Basic earnings per ordinary share (pence)
10.0
7.8
Diluted earnings per ordinary share (pence)
9.6
7.7
Basic earnings per ordinary share before Adjusting Items (pence)
12.7
13.1
Diluted earnings per ordinary share before Adjusting Items (pence)
12.3
12.8
1 The prior year numbers have been restated to include the amortisation on acquired intangibles as an Adjusting Item – see Note 6 and Alternative
Performance Measures on page 174.
Moonpig Group plc | Annual Report and Accounts 2024
148
11 Intangible assets
Technology
and
development Customer Other
Goodwill Trademark
costs
1
relationships Software intangibles Total
£000 £000 £000 £000 £000 £000 £000
Cost
1 May 2023
143,811
16,683
30,255
48,071
691
239,511
Additions
12,582
200
12,782
Disposals
(3,779)
(627)
(4,406)
Foreign exchange
(189)
(260)
(466)
(3)
(918)
30 April 2024
143,622
16,423
39,058
47,6 05
261
246,969
Accumulated amortisation
and impairment
1 May 2023
4,851
10,160
13,486
559
29,056
Amortisation charge
1,653
10,979
6,252
235
19,119
Disposals
(3,779)
(627)
(4,406)
Foreign exchange
(129)
(255)
(7)
(391)
At 30 April 2024
6,375
17,3 6 0
19,483
160
43,378
Net book value 30 April 2024
143,622
10,048
21,698
28,122
101
203,591
1 The technology and development costs include assets under construction of £4,735,000 (2023: £3,821,000).
Technology
and
development Customer Other
Goodwill Trademark
costs
1
relationships Software intangibles Total
£000 £000 £000 £000 £000 £000 £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
7,68
6
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
7,43
9
410
1,519
17,963
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).
Notes to the consolidated financial statements continued
149
Strategic report Financial statementsCorporate governance
11 Intangible assets continued
(a) Goodwill
Goodwill of £6,353,000 (2023: £6,544,000) relates to the acquisition of Greetz in 2018, recognised within the Greetz CGU.
Goodwill of £137,269,000 (2023: £137,267,000) relates to the acquisition of Experiences and is allocated to the Experiences CGU.
(b) Trademark
£3,744,000 (2023: £4,267,000) of the asset balance are trademarks relating to the acquisition of Greetz with finite lives. The remaining
useful economic life at 30 April 2024 on the trademark is 4 years 4 months (2023: 5 years 4 months).
£6,304,000 (2023: £7,072,000) 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 8 years and 3 months (2023: 9 years and 3 months).
(c) Technology and development costs
Technology and development costs of £21,227,000 (2023: £19,232,000) 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 £471,000 (2023: £864,000) relate to the acquisition of Experiences and are allocated to the
Experiences CGU. The remaining useful economic life at 30 April 2024 is 1 years and 3 months (2023: 2 years and 3 months).
(d) Customer relationships
£6,041,000 (2023: £7,173,000) 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 2024 on these customer relationships is 6 years 4 months (2023: 7 years 4 months).
£22,081,000 (2023: £27,411,000) of customer relationship assets relates to those valued on the acquisition of the Experiences segment.
The remaining useful economic life at 30 April 2024 on these customer relationships is a range of 5 years and 3 months and 2 years
and 3 months (2023: a range of 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.
(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 2024.
The estimated future cash flows are based on the approved plan, including the FY25 budget, for the three years ending 30 April 2027.
The estimated future cash flows are identical to those used for the viability statement. They have been extended by a further three
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 six-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.
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 within the Annual Report and Accounts for the year ended 30 April 2024. 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.
Moonpig Group plc | Annual Report and Accounts 2024
150
11 Intangible assets continued
(g) Annual impairment tests continued
Goodwill continued
The Group has identified the following key assumptions as having the most significant impact on the VIU calculation:
Greetz CGU
Experiences CGU
2024
2023
2024
2023
Pre-tax discount rate
1
13.5%
12.2%
15.1%
13.5%
Revenue compound annual growth rate (“CAGR”)
2
8.8%
12.4%
6.6%
10.5%
Pre-perpetuity period (years)
6
7
6
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. The decline in the discount
rate from the previous year is due to reducing the equity premium and betas used in the calculation.
2 The compound annual growth rate 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 within the Annual Report and Accounts for the year ended 30 April 2024.
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 5.4% decrease in the compound annual growth rate and a reduction in the pre-perpetuity period from six to five 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
2024 2023 2024 2023
£m £m £m £m
Original headroom
80.8
193.6
23.3
89.7
Headroom using a discount rate increased by 1%pts
70.4
167.7
11.1
64.1
Headroom using a 5.4%pts decrease in the forecast revenue CAGR
1
(2023:
15% decrease in forecast revenue)
54.1
123.1
(36.7)
2.7
Headroom using a pre-perpetuity period reduced by one year
76.3
180.1
8.2
7 7.3
Headroom combining all three sensitivity scenarios detailed above
45.0
97.7
(54.6)
(21.2)
1 The compound annual growth rate represents the average yearly growth rate over the pre-perpetuity period.
For goodwill allocated to the Greetz CGU, the headroom over carrying amount is more than adequate and there is no reasonably
possible 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 2.5%pts from 15.1% to 17.6%, the revenue CAGR would need to decrease by 1.9%pts to 4.7%
(assuming no action was taken to reduce indirect costs from the forecasted level) and the pre-perpetuity period would need to reduce
from six to four years (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
that each of the three key assumptions are a major source of estimation uncertainty. 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.
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.
Notes to the consolidated financial statements continued
151
Strategic report Financial statementsCorporate governance
12 Property, plant and equipment
Right-of-
use assets Right-of-use
Freehold Plant and Fixtures and Leasehold Computer plant and assets land
property machinery fittings improvements equipment machinery and buildings Total
£000 £000 £000 £000 £000 £000 £000 £000
Cost
1 May 2023
3,905
6,862
4,182
10,482
2,507
1,355
23,374
52,667
Additions
468
89
205
203
575
1,540
Remeasurements
162
162
Disposals
(115)
(170)
(89)
(136)
(366)
(220)
(1,096)
Foreign exchange
(13)
(46)
(63)
(27)
(28)
(222)
(399)
30 April 2024
3,905
7, 20 2
4,055
10,535
2,547
1,536
23,094
52,874
Accumulated
depreciation and
impairment
1 May 2023
2,207
3,958
2,886
2,310
1,642
187
7,16
6
20,356
Depreciation charge
155
1,130
661
1,079
547
455
2,583
6,610
Disposals
(115)
(170)
(89)
(136)
(181)
(220)
(911)
Foreign exchange
(7)
(29)
(5)
(18)
(8)
(14)
(81)
30 April 2024
2,362
4,966
3,348
3,295
2,035
453
9,515
25,974
Net book value
30 April 2024
1,543
2,236
707
7,24
0
512
1,083
13,579
26,900
Right-of-
use assets Right-of-use
Freehold Plant and Fixtures and Leasehold Computer plant and assets land
property machinery fittings improvements equipment machinery and buildings Total
£000 £000 £000 £000 £000 £000 £000 £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
7,1
6 6
20,356
Net book value
30 April 2023
1,698
2,904
1,296
8,172
865
1,168
16,208
32,311
Moonpig Group plc | Annual Report and Accounts 2024
152
13 Inventories
2024 2023
£000 £000
Raw materials and consumables
1,411
2,128
Finished goods
8,374
13,425
Total inventory
9,785
15,553
Less: Provision for write off of:
Raw materials and consumables
(380)
(153)
Finished goods
(2,311)
(3,067)
Net inventory
7,0 94
12,333
14 Trade and other receivables
2024 2023
£000 £000
Current:
Trade receivables
1,569
1,901
Less: provisions
(243)
(470)
Trade receivables – net
1,326
1,431
Other receivables
2,523
2,117
Other receivables with entities formerly under common control
151
Prepayments
2,728
2,632
Total current trade and other receivables
6,577
6,331
The movements in provisions are as follows:
2024 2023
£000 £000
At 1 May
(470)
Acquired
(310)
Charge for the year
(32)
(160)
Utilised
172
Released
74
Foreign exchange
13
At 30 April
(243)
(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.
As at 30 April 2023 other receivables with entities formerly under common control relate to costs in connection with leased property.
The relevant entities are no longer considered a related party as at 30 April 2024 and therefore the balance in this financial year is
reported as part of other liabilities.
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 revenue derived from electronic payment processes (including credit card, debit card,
PayPal, iDEAL and Single Euro Payments Area) executed over the internet, with most receipts reaching the bank accounts in one to two days.
At 30 April 2024, the Group had net trade receivables of £1,326,000 (2023: £1,431,000). Trade receivables are reviewed regularly for
any risk of impairment and provisions are booked where necessary.
Notes to the consolidated financial statements continued
153
Strategic report Financial statementsCorporate governance
14 Trade and other receivables continued
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
2024 2023
£000 £000
Up to 30 days
1,258
973
Past due but not impaired:
30 to 90 days
110
250
More than 90 days
201
678
Gross
1,569
1,901
Less: provisions (all relating to balances more than 90 days)
(243)
(470)
Net trade receivables
1,326
1,431
2024 2023
£000 £000
Non-current other receivables:
Other receivables
1,611
2,153
Total non-current trade and other receivables
1,611
2,153
Non-current other receivables relate to security deposits in connection with leased property.
15 Cash and cash equivalents
2024 2023
£000 £000
Cash and bank balances
6,422
19,597
Cash equivalents
3,222
2,797
Total cash and cash equivalents
9,644
22,394
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 Pounds Sterling or other currencies as shown below.
2024 2023
£000 £000
Pounds Sterling
6,303
16,467
Euro
2,981
4,989
Australian Dollar
190
841
US Dollar
170
97
Total cash and cash equivalents
9,644
22,394
16 Trade and other payables
2024 2023
£000 £000
Current
Trade payables
14,440
26,726
Other payables
5,515
4,569
Other taxation and social security
1
8,710
9,048
Accruals
22,800
16,272
Merchant accrual
1
45,274
53,504
Total current trade and other payables
96,739
110,119
1 An amount of £2,292,000 has been reclassified from merchant accrual to other taxation and social security in 2023. This amount relates to the VAT element on
the merchant accrual.
Trade and other payables are predominantly denominated in the functional currencies of subsidiary undertakings. There are no material
differences between the above amounts for trade and other payables and their fair value due to the short maturity of these instruments.
Moonpig Group plc | Annual Report and Accounts 2024
154
16 Trade and other payables continued
2024 2023
£000 £000
Non-current
Other payables
638
3,168
Other taxation and social security
914
1,052
Other payables with entities formerly under common control
638
Total non-current trade and other payables
1,552
4,858
As at 30 April 2023 the amounts due to entities formerly under common control amounted to £638,000. The relevant entities are no
longer considered a related party as at 30 April 2024 following Exponent Private Equity ceasing to be a Significant Shareholder.
Therefore in the current year the relevant balance is included within other payables.
The decrease in other payables year-on-year is due the accrual for tranche 2 of the pre-IPO cash bonus award becoming a current
liability, as the scheme vested on 30 April 2024.
17 Provisions for other liabilities and charges
Other Dilapidations
provisions provisions Total
£000 £000 £000
At 1 May 2023
1,461
2,569
4,030
Charged in the year
891
891
Utilisation
(74)
(215)
(289)
Release of provisions in the year
(15)
(15)
Foreign exchange
(8)
(20)
(28)
At 30 April 2024
2,255
2,334
4,589
Analysed as:
Current
1,894
179
2,073
Non-current
361
2,155
2,516
Other Dilapidations
provisions provisions Total
£000 £000 £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. The current dilapidation provision is for the former head office of the Experiences segment, it is expected to
be settled during the next financial year.
Non-current provisions
Dilapidations provisions relate to the Herbal House head office, the 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 one of these three locations is 2027.
18 Contract liabilities
In all material respects, current deferred revenue at 30 April 2023 and 30 April 2024 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.
Notes to the consolidated financial statements continued
155
Strategic report Financial statementsCorporate governance
19 Borrowings
2024 2023
£000 £000
Current
Lease liabilities
3,257
3,443
Borrowings
73
27
Non-current
Lease liabilities
13,072
16,082
Borrowings
118,292
170,493
Total borrowings and lease liabilities
134,694
190,045
During the financial year the Group completed a refinancing, replacing its previous term loan and revolving credit facility with a new
£180,000,000 committed multi-currency RCF. The RCF has an initial maturity date of 29 February 2028 with an option to extend it by one
year. As at 30 April 2024 the Group had drawn down £113,000,000 and €8,500,000 of the available revolving credit facility. There was no
foreign exchange impact on borrowings during the year as the Euro draw down occurred on the last day of the financial year.
The amounts drawn under the RCF bear interest at a floating reference rate plus a margin. The reference rates are SONIA for loans in
Sterling, EURIBOR for loans in Euro and SOFR for loans in US Dollars.
The Group’s interest rate hedging arrangements now comprise a SONIA interest rate cap with a cap strike rate of 3.00% on £70m
notional until 30 November 2024 and a SONIA interest rate cap, put in place during the current financial year, of 5.00% on £50m
notional from 29 November 2024 until 1 June 2025, reducing thereafter to £35m notional until expiry on 28 November 2025. This follows
the expiry of a SONIA interest rate swap (at a rate of 2.4725% on £90m notional) on 30 November 2023.
The RCF is subject to two covenants, each tested at six-monthly intervals. The leverage covenant, measuring the ratio of net debt to last
twelve months Adjusted EBITDA, is a maximum of 3.5x until April 2025 and 3.0x thereafter. The interest cover covenant, measuring the
ratio of last twelve months Adjusted EBITDA (excluding share based payments, as specified in the facilities agreement) to the total of
bank interest payable and interest payable on leases, is a minimum of 3.5x for the term of the facility. The Group has complied with all
covenants from entering the RCF until the date of these consolidated financial statements.
Borrowings are repayable as follows:
2024 2023
£000 £000
Within one year
73
27
Within one and two years
Within two and three years
170,493
Within three and four years
118,292
Within four and five years
Beyond five years
Total borrowings
1
118,365
170,520
1 Total borrowings include £73,000 (2023: £27,000) in respect of accrued unpaid interest and are shown net of capitalised borrowing costs of £1,973,000
(2023 £4,507,000).
The table below details changes in liabilities arising from financing activities, including both cash and non-cash changes.
Lease
Borrowings liabilities Total
£000 £000 £000
1 May 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
Cash flow
(71,271)
(4,424)
(75,695)
Foreign exchange
(129)
(129)
Interest and other
1
19,116
1,357
20,473
30 April 2024
118,365
16,329
134,694
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 7 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.
Moonpig Group plc | Annual Report and Accounts 2024
156
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 accessed
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 £nil in FY24 (2023:
£2,251,000). 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 vesting of both subject to the achievement of
revenue and Adjusted EBITDA performance conditions for the year ended 30 April 2023 and for participants to remain employed by the
Company over the vesting period. The Group exceeded maximum performance for both measures, including on an organic basis without
the post-acquisition revenue and profit from Experiences. Accordingly, the first tranche vested on 30 April 2023 and was paid in July 2023;
the second tranche vested on 30 April 2024 and will be payable shortly thereafter. Given the constituents of the scheme, no attrition
assumption has been applied. The scheme rules provide that when a participant leaves employment, any outstanding award may be
reallocated to another employee (excluding the Executive Directors), in accordance with which share awards were granted in May,
September, October and December 2022 and January, February and April 2023, all of which will vest on 30 April 2024.
There were no shares granted during the financial year, the below tables detail the shares outstanding:
2024 2023
Number of Number of
Pre-IPO awards shares shares
Outstanding at the beginning of the year
2,616,716
2,546,859
Granted
295,357
Exercised
(1,165,744)
Forfeited
(37,001)
(225,500)
Outstanding at 30 April
1,413,971
2,616,716
Exercisable at 30 April
1,413,971
1,165,744
The weighted average market value per ordinary share of Pre-IPO options exercised during the year was 1.48p (2023: N/a).
Long-Term Incentive Plan (“LTIP”)
Awards were granted on 1 February 2021 and will vest on 2 July 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. Given
the constituents of the scheme, no attrition assumption has been applied. On 4 July 2023 and 19 September 2023 new awards were
granted under the existing scheme and will vest on 4 July and 19 September 2026, respectively. Consistent with the existing scheme,
participants are required to remain employed by the Company over the vesting period. Vesting may arise sooner where a former
employee is a “good leaver” and the Remuneration Committee exercises discretion to permit vesting at cessation of employment.
The below tables give the assumptions applied to the options granted in the period and the shares outstanding:
September 2023
July 2023
Stochastic and Black- Stochastic and Black-
Valuation model Scholes and Chaffe Scholes and Chaffe
Weighted average share price (pence)
164.90
159.40
Exercise price (pence)
0
0
Expected dividend yield
0%
0%
Risk-free interest rate
4.47%/4.54%
5.13%/4.80%
Volatility
32.54%/33.25%
33.79%/33.21%
Expected term (years)
3.00/2.00
3.00/2.00
Weighted average fair value (pence)
137.25/164.90
129.70/159.40
Attrition
0%
0%
Weighted average remaining contractual life (years)
3.90
3.70
Notes to the consolidated financial statements continued
157
Strategic report Financial statementsCorporate governance
20 Share-based payments continued
Long-Term Incentive Plan (“LTIP”) continued
2024 2023
Number of Number of
LTIP awards shares shares
Outstanding at the beginning of the year
3,064,998
871,275
Granted
6,991,966
2,296,209
Exercised
Forfeited
(730,108)
(102,486)
Outstanding at 30 April
9,326,856
3,064,998
Exercisable at 30 April
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. Vesting may arise sooner where a former employee is a “good leaver” and the Remuneration Committee exercises discretion to
permit vesting at cessation of employment.
The outstanding number of shares at the end of the period is 386,842 (2023: 392,289), with an expected vesting profile as follows:
FY25
FY26
FY27
Total
Share options granted on 6 August 2021
86,371
86,371
Share options granted on 5 July 2022
255,593
255,593
Share options granted on 4 July 2023
44,878
44,878
July 2023
Valuation model
Black-Scholes
Weighted average share price (pence)
159.40
Exercise price (pence)
0
Expected dividend yield
0%
Risk-free interest rate
N/A
Volatility
N/A
Expected term (years)
3.00
Weighted average fair value (pence)
159.40
Attrition
0%
Weighted average remaining contractual life (years)
3.50
2024 2023
Number of Number of
DSBP shares shares
Outstanding at the beginning of the year
392,289
92,970
Granted
47,16
4
299,319
Exercised
(32,650)
Forfeited
(19,961)
Outstanding at the end of the year
386,842
392,289
Exercisable at the end of the year
The weighted average market value per ordinary share of DSBP options exercised during the year was 1.59p (2023: N/a).
Moonpig Group plc | Annual Report and Accounts 2024
158
20 Share-based payments continued
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 FY24 awards were granted on 28 July 2023 and will vest on 1 October 2026,
they are subject to the same conditions as the FY23 grant.
The below tables give the assumptions applied to the options granted in the year and the shares outstanding:
July 2023
Valuation model
Black-Scholes
Weighted average share price (pence)
176.40p
Exercise price (pence)
117.00p
Expected dividend yield
0%
Risk-free interest rate
3.93%
Volatility
32.54%
Expected term (years)
3.00
Weighted average fair value (pence)
67.09p
Attrition
15%
Weighted average remaining contractual life (years)
2.75
Weighted Weighted
2024 average 2023 average
Number of exercise Number of exercise
SAYE shares price shares price
Outstanding at the beginning of the year
783,819
1.78p
318,021
3.02p
Granted
842,552
1.17p
692,957
1.62p
Exercised
Cancelled
(616,736)
1.62p
(209,399)
3.02p
Forfeited
( 17,76
0)
3.02p
Outstanding at the end of the year
1,009,635
1.37p
783,819
1.78p
Exercisable at the end of the year
1,111
1.62p
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:
2024 2023
£000 £000
Legacy schemes
2,251
Pre-IPO awards
1,152
3,168
LTIP
2,340
1,876
SAYE
455
351
DSBP
305
273
Share-based payments expense
1
4,252
7,919
1 The £4,252,000 (2023: £7,919,000) stated above is presented inclusive of employer’s National insurance contributions of £92,000 (2023: £649,000). This is made up of
contributions of £790,000 (2023: £649,000) offset by a release of £698,000 (2023: £nil) in relation to a true up of NI at year end based on market share price data.
Notes to the consolidated financial statements continued
159
Strategic report Financial statementsCorporate governance
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 2024 is:
2024 2023
Number of 2024 Number of 2023
shares £000 shares £000
Allotted, called-up and fully paid ordinary shares of £0.10 each
343,310,015
34,331
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 (2023: £736,000) relating to the issue of the shares.
Merger reserve
The merger reserve arises from the Group reorganisation accounted for under common control.
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.
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160
21 Share capital and reserves 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.
Foreign
Share-based currency
payment translation Hedging Total other
reserve reserve reserve reserves
£000 £000 £000 £000
At 1 May 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)
7,270
7, 270
30 April 2023
42,211
(928)
1,881
43,164
At 1 May 2023
42,211
(928)
1,881
43,164
Other comprehensive income:
Cash flow hedges:
Fair value changes in the year
715
715
Cost of hedging reserve
243
243
Fair value movements on cash flow hedges transferred to profit and loss
(2,222)
(2,222)
Deferred tax on other comprehensive income
(95)
(95)
Exchange differences on translation of foreign operations
30
30
Share-based payment charge (excluding National Insurance)
4,179
4,179
Deferred tax on share based payment transactions
536
536
Share options exercised
(4,158)
(4,158)
30 April 2024
42,768
(898)
522
42,392
Notes to the consolidated financial statements continued
161
Strategic report Financial statementsCorporate governance
22 Financial instruments
Accounting classifications and fair values
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:
2024 2023
Note £000 £000
Financial assets at amortised cost:
Current assets
Trade and other receivables
1
14
3,849
3,699
Cash
15
9,644
22,394
Non-current assets
Trade and other receivables
14
1,611
2,153
Financial assets at fair value through other comprehensive income (“OCI”):
Current assets
Financial derivatives
838
711
Non-current assets
Financial derivatives
164
1,757
16,106
30,714
Financial liabilities at amortised cost:
Current liabilities
Trade and other payables
2
16
42,755
47,5 67
Merchant accrual
3
16
45,274
53,504
Lease liabilities
19
3,257
3,443
Borrowings
19
73
27
Non-current liabilities
Trade and other payables
2
16
638
3,806
Lease liabilities
19
13,072
16,082
Borrowings
19
118,292
170,493
223,361
294,922
1 Excluding prepayments.
2 Excluding other taxation and social security (as not classified as financial liabilities) and merchant accrual, which is disclosed separately below.
3 An amount of £2,292,000 has been reclassified from Merchant accrual to Other taxation and social security in 2023. This amount relates to the VAT element
on the merchant accrual.
The fair values of each class of financial assets and liabilities is the carrying amount, with the exception of Borrowings, based on the
following assumptions:
Trade receivables, trade payables and borrowings
The fair value approximates to the carrying amount,
predominantly, because of the short maturity of these instruments.
Forward currency contracts
The fair value is determined using the mark to market rates at the
reporting date and the outright contract rate.
Interest rate swap and cap
The fair value is determined by discounting the estimated future
cash flows at a market rate that reflects the current market
assessment of the time value if money and the risks specific to
the instrument.
With regards to Borrowings, the fair values of bank loans and other loans approximates to the carrying value reported in the balance
sheet, gross of amortised costs of £1,973,000 (2023: £4,507,000), as the majority are floating rate where payments are reset to market
rates at intervals of less than one year.
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162
22 Financial instruments continued
Fair value hierarchy
Financial instruments carried at fair value are required to be measured by reference to the following levels:
Level 1: quoted prices in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e., derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
All financial instruments carried at fair value have been measured by a Level 2 valuation method.
Financial risk management
The Group has exposure to the following risks arising from financial instruments:
Credit risk
Liquidity risk
Market risk
i) Risk management framework
In line with the Group’s Risk Appetite statement, the Group’s treasury objective is to ensure that it adopts a prudent approach to
managing financial risk, ensuring that excessive financial risks are mitigated whilst maintaining a balance between cost efficiency and
calculated risk tolerance. The Group does not enter financial instruments for speculative purposes but maintains discretion to decide
when to hedge financial exposures, within the parameters set out in its Group Treasury Policy.
ii) Credit risk
Credit risk is the risk of financial loss if a counterparty fails to discharge its contractual obligations under a customer contract or
financial instrument.
The Group’s credit risk from its operations primarily arises from trade and other receivables. This risk is assessed as low, as
the balances are short maturity, arise principally as a result of high volume, low value transactions, and have no significant
concentration as there is no counterparty balance that represents a significant credit risk concentration.
The Group’s credit risk on cash and cash equivalents is considered to be low. Financial assets are held with bank and financial
institution counterparties that have a long-term credit rating of A3 or higher from Moody’s Investor Services and/or a long-term
credit rating of A- or higher from Standard & Poor’s. The Group’s treasury policy is to monitor cash (when applicable deposit
balances) daily and to manage counterparty risk whilst also ensuring efficient management of the Group’s RCF.
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.
iii) 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 comprise a committed RCF of £180,000,000, provided by a strong syndicate
of banks. The RCF has an initial maturity date of 29 February 2028 with an option to extend it by one year, subject to lender approval.
Lease liabilities are also reported in borrowings.
Liquidity risk management requires that the Group continues to operate within the financial covenants set out in its facilities. The RCF
is subject to two covenants, each tested at six-monthly intervals. The leverage covenant, measuring the ratio of net debt to last twelve
months Adjusted EBITDA, is a maximum of 3.5x until April 2025 and 3.0x thereafter. The interest cover covenant, measuring the ratio
of last twelve months Adjusted EBITDA (excluding share based payments, as specified in the facilities agreement) to the total of bank
interest payable and interest payable on leases, is a minimum of 3.5x for the term of the facility. Covenant forecasting is performed
centrally, with regular monitoring to ensure that the Group continues to expect to meet its financial covenants.
Notes to the consolidated financial statements continued
163
Strategic report Financial statementsCorporate governance
22 Financial instruments continued
Financial risk management continued
iii) Liquidity risk continued
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:
Carrying
amount at
Due within Due between Due between Due after balance sheet
Contractual cash flows 1 year 1 and 3 years 3 and 5 years 5 years Total date
2024 £000 £000 £000 £000 £000 £000
Borrowings
1
120,266
120,266
118,292
Interest on borrowings
8,025
15,364
6,031
29,420
73
Lease capital repayments
3,257
6,251
3,085
3,736
16,329
16,329
Lease future interest payments
655
843
371
229
2,098
Merchant accrual
48,133
48,133
45,274
Trade and other financial liabilities
2
42,755
638
43,393
43,393
Non-derivative financial liabilities
102,825
23,096
129,753
3,965
259,639
223,361
Interest rate swap
Interest rate caps
935
92
1,027
1,002
Derivative financial assets
935
92
1,027
1,002
Carrying
amount at
Due within Due between Due between Due after balance sheet
Contractual cash flows 1 year 1 and 3 years 3 and 5 years 5 years Total date
2023 £000 £000 £000 £000 £000 £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
Merchant accrual
3
53,504
53,504
53,504
Trade and other financial liabilities
2
47,5 67
3,806
51,273
51,373
Non-derivative financial liabilities
117,824
210,911
5,478
5,302
339,415
294,922
Interest rate swap
723
723
706
Interest rate caps
1,216
422
1,638
1,762
Derivative financial assets
1,923
422
2,361
2,468
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 (excluding merchant accrual, which is split our separately above).
3 The merchant accrual balance as at 30 April 2023 has been restated to exclude VAT in relation to this liability of £2,292,000.
IFRS 7 requires the contractual future interest cost of a financial liability to be included within the above table. As disclosed in Note
19 of these consolidated financial statements, borrowings are currently drawn under a revolving credit facility and repayments can
be made at any time without penalty. As such there is no contractual future interest cost. Interest is payable on borrowings’ drawn
amounts at a floating reference rate plus margin. The reference rates are SONIA for loan in Sterling, EURIBOR for loans in Euro and
SOFR for loans in US Dollars.
The merchant accrual contractual cash flows amount due within one year represents the undiscounted gross value. The contractual cash
flows being due within one year is different from the forecast cash flow profile used to discount the liability under IFRS 9. Amounts are
due when the customer redeems the voucher which is outside of the control of the Group, hence its classification as a current liability and
its contractual cash flows being within one year. However, historical redemption periods show that actual redemptions differ from the
contractual period and therefore on a forecast basis the cash flows span more than one year, as a result the liability is discounted.
It is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts.
Moonpig Group plc | Annual Report and Accounts 2024
164
22 Financial instruments continued
Financial risk management continued
iv) Market risk
Currency risk
Currency risk involves the potential for financial loss arising from changes in foreign exchange rates:
Translation risk is exposure to changes in values of items in the financial statements caused by translating items into Sterling. This is
the Group’s principal currency exposure in view of its overseas operations.
Transaction risk arises from changes in exchange rates from the time a foreign currency transaction is entered into until it is settled.
This is relevant to the Group’s operating activities outside the UK, which are generally conducted in local currency. Transaction
risk is not considered significant, as the Group primarily transacts in Sterling and Euros and generates cash flows in each currency
which are sufficient to cover operating costs.
Other currency exposures comprise currency gains and losses recognised in the income statement, relating to other monetary
assets and liabilities that are not denominated in the functional currency of the entity involved. At 30 April 2024 and 30 April 2023,
these exposures were not material to the Group.
For the mitigation of currency risk, the Group has implemented strategies, including the use of flexible forward contracts to purchase
Euros, US Dollars, and Australian Dollars in exchange for Sterling.
Interest rate risk
Interest rate risk involves the potential for financial loss arising from changes in market interest rates. The Group is exposed to interest
rate risk arising from borrowings under the Revolving Credit Facility, which incurs interest at a floating reference rate plus a margin.
The reference rates are SONIA for loans in Sterling, EURIBOR for loans in Euro and SOFR for loans in US Dollars. As at 30 April 2024 the
Group had drawn down £113,000,000 and €8,500,000 of the available revolving credit facility. There was no foreign exchange impact on
borrowings during the year as the Euro draw down occurred on the last day of the financial year.
To mitigate this risk, the Group has implemented hedging strategies. The Group’s interest rate hedging arrangements now comprise a
SONIA interest rate cap with a cap strike rate of 3.00% on £70m notional until 30 November 2024 and a SONIA interest rate cap, put
in place during the current financial year, of 5.00% on £50m notional from 28 November 2024 until 1 June 2025, reducing thereafter
to £35m notional until expiry on 30 November 2025. This follows the expiry of a SONIA interest rate swap (at a rate of 2.4725% on
£90m notional) on 30 November 2023.
The Group has elected to adopt the hedge accounting requirements of IFRS 9 Financial Instruments. The Group enters 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 credit 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:
2024 2023
Derivative financial assets £000 £000
Derivatives designated as hedging instruments
Interest rate swaps cash flow hedges
706
Interest rate caps cash flow hedges
1,002
1,762
Total derivatives financial assets
1,002
2,468
2024 2023
£000 £000
Current and non-current:
Current
838
711
Non-current
164
1,757
Total derivatives financial assets
1,002
2,468
Notes to the consolidated financial statements continued
165
Strategic report Financial statementsCorporate governance
22 Financial instruments continued
Financial risk management continued
Interest rate risk continued
Cash flow interest rate swap and cap
There was no ineffective portion recognised in finance expense that arose from cash flow hedges during the year (2023: £nil).
At 30 April 2024, 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 2024 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 3%
Interest rate cap 5%
1
2024
2023
2024
2023
2024
2023
Carrying amount of derivatives (£000)
706
838
1,762
164
Changes in fair value of the designated hedged
item (£000)
84
842
630
1,175
1
Notional amount (£000)
55,000
70,000
70,000
42,500
Hedge ratio
1:1
1:1
1:1
1:1
Maturity date
30/11/2023
30/11/2024
30/11/2024
30/11/2025
1 The Group put in place an interest rate cap during the year of 5.00% on £50m notional from 29 November 2024 until 1 June 2025, reducing thereafter to £35m
notional until expiry on 28 November 2025.
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.
The table below details changes in derivative assets arising from financing activities, including both cash and non-cash changes.
Derivative
assets
£000
1 May 2022
Cash outflow/ (inflow)
612
Non-cash movement
1,856
30 April 2023
2,468
Cash outflow/ (inflow)
(2,072)
Non-cash movement
606
30 April 2024
1,002
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 Equity Income Equity
(losses)/gains (losses)/gains (losses)/gains (losses)/gains
2024 2024 2023 2023
£000 £000 £000 £000
10% strengthening of Sterling versus the Euro
(340)
(1,312)
(390)
(814)
10% weakening of Sterling versus the Euro
416
1,604
477
995
Moonpig Group plc | Annual Report and Accounts 2024
166
22 Financial instruments continued
Financial risk management continued
Market risk sensitivity analysis continued
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.
2024 2023
£000 £000
3% increase in market interest rates
(2,913)
(6,350)
3% decrease in market interest rates
3,592
6,350
Capital risk management
Capital risk is the risk that the Group will not be able to sustain its operations in the long term due to an inability to secure sufficient
capital or maintain an adequate return on capital investment. This encompasses financing risk (the risk that the Group cannot raise
necessary funds to continue its operations or finance expansion activities) and cost of capital risk (associated with fluctuations in the
cost of capital, which may influence investment decisions and affect long-term strategic planning).
The Group’s capital management objectives are focused on maintaining investor confidence and supporting the sustainable
development of the business. Future actions to manage capital may include dividends, return capital through share buybacks, issue
new shares or take other steps to increase share capital and reduce or increase debt facilities.
23 Commitments and contingencies
a) Commitments
The Group entered a financial commitment in respect of floristry supplies of £212,000 (2023: £59,000) and rental commitments
of £17,000 (2023: £12,000) 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 £180,000,000
at 30 April 2024. This comprises of the RCF of £180,000,000, as at 30 April 2024 the Group had drawn down £113,000,000 and
€8,500,000 of the available revolving credit facility.
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 and was
considered a related party during the year.
2024 2023
£000 £000
Other income from related parties formerly under common control
1,349
1,319
The relevant entity concerning the transaction above was no longer considered a related party as at 30 April 2024 following Exponent
Private Equity ceasing to be a Significant Shareholder. Balances in relation to this entity have been included within other payables or
other receivables where relevant. Therefore, as at the balance sheet date, the Group had the following balances with entities formerly
under common control:
2024 2023
£000 £000
Trade and other receivables from other related parties formerly under common control
150
Trade and other payables with other related parties formerly under common control
(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.
Notes to the consolidated financial statements continued
167
Strategic report Financial statementsCorporate governance
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 within the Annual Report
and Accounts for the year ended 30 April 2024.
2024 2023
£000 £000
Short-term employee benefits
2,513
1,655
Post-employment pension and medical benefits
53
54
Share-based payment schemes
101
7,435
Total compensation relating to key management personnel
2,667
9,144
25 Related undertakings
A full list of subsidiary undertakings as defined by Companies Act 2006 as at 30 April 2024 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
Experience More Limited
1
03883868
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
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.
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 2024
168
Company balance sheet
As at 30 April 2024
Note
2024
£000
2023
£000
Fixed assets
1
Investments 4 845,468 845,468
845,468 845,468
Current assets
Debtors: amounts falling due within one year 5 5 7,963 53,428
Cash and cash equivalents 280 447
58,243 53,875
Total assets 903,711 899,343
Current liabilities
Creditors: amounts falling due within one year 6 7.881 5,567
7,8 81 5,567
Non-current liabilities
Creditors: amounts falling due after more than one year 6 914 4,219
914 4,219
Total liabilities 8,795 9,786
Equity
Share capital 7 34,331 34,211
Share premium 7 278,083 278,083
Retained earnings 7 540,450 535,232
Share-based payment reserve 7 42,052 42,031
Total equity 894,916 889,557
Total equity and liabilities 903,711 899,343
1 The Company balance sheet has been re-presented using balance sheets format 2 per the Companies Act 2006. This has meant that the previously titled
non-current assets has been re-presented as fixed assets.
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 £1,180,000 (2023: £598,000).
The financial statements on pages 168 to 173 were approved by the Board of Directors of Moonpig Group plc (registered number
13096622) on 26 June 2024 and were signed on its behalf by:
Nickyl Raithatha Andy MacKinnon
Chief Executive Officer Chief Financial Officer
26 June 2024 26 June 2024
169
Strategic report Financial statementsCorporate governance
Company statement of changes in equity
For the year ended 30 April 2024
Note
Share capital
£000
Share
premium
£000
Retained
earnings
£000
Share-based
payment
reserve
£000
Total equity
£000
Balance at 1 May 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, 2 70 7,2 70
As at 30 April 2023 34,211 278,083 535,232 42,031 889,557
Profit for the year 1,180 1,180
Total comprehensive income for the year 1,180 1,180
Share-based payments 7 4,179 4,179
Issue of ordinary shares 120 120
Share options exercised 4,038 (4,158) (120)
As at 30 April 2024 34,331 278,083 540,450 42,052 894,916
The accompanying notes are an integral part of the Parent Company financial statements.
Moonpig Group plc | Annual Report and Accounts 2024
170
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.
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 revenue, 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 £36,000 (2023: £35,000). 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 six years (2023: seven years).
Pre-perpetuity compound annual revenue growth rate of 10.3% (2023: 12.7%).
Discount rate of 14.3% (2023: 14.0%).
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 six-year period is appropriate, and why it considers that the Company meets the reliability requirements
of IAS 36, are also set out in Note 4.
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.
The area of judgement which has the greatest potential effect on the amounts recognised in the financial statements is the impairment
review on the investments recognised on the Company balance sheet. Annually, the investment balance is subject to an impairment
review, as detailed below. Details of the assumptions used in the value in use calculation and sensitivities performed are explained
inNote 4 of these Parent Company financial statements.
171
Strategic report Financial statementsCorporate governance
2 Summary of significant accounting policies continued
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 136 to 141.
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 102 to 117.
4 Investments
2024
£000
2023
£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 increased during the year, however the carrying amount of the Company’s investments was more than its
market capitalisation on the reporting date. IAS 36 specifies this as an indicator 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 FY25 budget, for the three years ending 30 April
2027. The estimated future cash flows are identical to those used for the Group’s viability statement. They have been extended by a
further three 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 projection period of more than five years is a critical accounting judgement. The Company considers that
a six-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 six 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 six-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 £6.5bn UK experience gifting market in 2023. The Company believes that there
is headroom for continued growth for at least six 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.
The Company considers that it meets the reliability requirements of IAS 36 as there is evidence of its ability, based on 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.
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.
The Company has identified the following key assumptions as having the most significant impact on the VIU calculation:
Key assumptions
2024
£m
2023
£m
Pre-tax discount rate (%)
1
14.3% 14.0%
Revenue compound annual growth rate (%)
2
10.3% 12.7%
Pre-perpetuity period (years) 6 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. The decline in the discount
rate from the previous year is due to reducing the equity premium and betas used in the calculation.
2 The compound annual growth rate 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 page 67.
Moonpig Group plc | Annual Report and Accounts 2024
172
4 Investments continued
The Company has separately modelled the impact of a 1%pts increase in the discount rate, a 2.7% decrease in the compound annual
revenue growth rate and a reduction in the pre-perpetuity period from six to five 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
2024
£m
2023
3
£m
Original headroom 129.8 139.2
Headroom using a discount rate increased by 1%pts 12.8 17.5
Headroom using a 2.7%pts decrease in the forecast revenue CAGR
1,2
(2023: 15% decrease in forecast
revenue) (71.6) (12.0)
Headroom using a pre-perpetuity period reduced by one year 1.5 73.0
Headroom combining all three sensitivity scenarios detailed above (266.7) ( 166.9)
1 The revenue compound annual growth rate represents the average yearly growth rate over the pre-perpetuity period.
2 The 2.7%pts revenue CAGR decrease is inclusive of the 5.4%pts revenue CAGR decreases modelled as part of the Experiences and Greetz goodwill
calculations (refer to Note 11) and a 10% reduction in the forecast revenue in the Moonpig segment.
3 The FY23 sensitivity scenario with respect to a decrease in forecast revenue has been restated to correctly reflect the Adjusted EBITDA margin of the Group
per the Board approved three year plan.
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
1.5%pts from 14.3% to 15.8%, the revenue CAGR would need to decrease by 1.6%pts to 8.7% (assuming no action was taken to reduce
indirect costs from the forecasted level) and the pre-perpetuity period would need to reduce from six 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 2025 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 the 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 consider that listed companies’ share prices are not directly correlated with
the recoverable amount of their investments in subsidiaries.
Subsidiary undertakings are disclosed within Note 25 of the Group financial statements.
5 Debtors
2024
£000
2023
£000
Current:
Amounts owed by Group companies 57,9 2 2 53,393
Other receivables 13 15
Prepayments 28 20
Debtors 5 7,963 53,428
Within the amount owed by Group companies is a loan receivable subject to interest and repayable on demand. At 30 April 2024, the
amount bears interest at a rate of 8.24% (2023: 5.00%). IFRS 9 expected credit losses have been assessed as immaterial in relation to
both balances.
Notes to the Company financial statements continued
173
Strategic report Financial statementsCorporate governance
6 Creditors
2024
£000
2023
£000
Current:
Amounts owed to Group companies 1,435
Other payables 5,340 4,361
Other taxation and social security 1,047 1,157
Accruals 59 49
Creditors 7,8 81 5,567
2024
£000
2023
£000
Non-Current:
Other payables 2,967
Other taxation and social security 914 1,252
Creditors 914 4,219
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.
The year-on-year decrease in non-current other payables reflects the reclassification (to current liabilities) of the accrual for the
second and final tranche of the pre-IPO cash bonus award, which vested on 30 April 2024 and was paid shortly thereafter.
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 2024:
2024
Number of
shares
2024
£000
2023
Number of
shares
2023
£000
Allotted, called-up and fully paid ordinary shares of £0.10 each 343,310,015 34,331 342,111,621 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 (2023: £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 25 of the Group financial statements.
Moonpig Group plc | Annual Report and Accounts 2024
174
Alternative Performance Measures
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 6 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:
2024
£000
2023
£000
Operating profit 66,284 48,461
Depreciation and amortisation 17,444 15,196
Adjusting Items 11,802 20,542
Adjusted EBITDA 95,530 84,199
Adjusted EBIT
Adjusted EBIT is operating profit and before Adjusting Items.
2024
£000
2023
£000
Operating profit 66,284 48,461
Adjusting Items
1
11,802 20,542
Adjusted EBIT
1
78,086 69,003
Adjusted PBT
Adjusted PBT is profit before taxation and before Adjusting Items.
2024
£000
2023
£000
PBT 46,400 34,905
Adjusting items
1
11,802 20,542
Adjusted PBT
1
58,202 55,447
Adjusted PAT
Adjusted PAT is profit after taxation, before Adjusting Items and the tax impact of these adjustments.
Adjusted PAT is used to calculate the underlying basic earnings per share in Note 10 of the Group financial statements.
2024
£000
2023
£000
PAT 34,169 26,607
Adjusting Items
1
11,802 20,542
Tax impact of the above (2,385) (2,749)
Adjusted PAT
1
43,586 44,400
1 The prior year Adjusting Items number has been restated to include the amortisation on acquired intangibles.
175
Strategic report Financial statementsCorporate governance
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:
2024
£000
2023
£000
Borrowings (118,365) (170,520)
Cash and cash equivalents 9,644 22,394
Lease liabilities (16,329) (19,524)
Net debt (125,050) (167,650)
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:
2024
£000
2023
£000
Net debt (125,050) (167,650)
Adjusted EBITDA 95,530 84,199
Net debt to Adjusted EBITDA 1.31:1 1.99:1
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:
2024
£m
2023
£m
Profit before tax 46.4 34.9
Add back: Net finance costs 19.9 13.6
Add back: Adjusting Items (excluding share-based payments)
1
10.7 15.1
Add back: Share-based payments 1.1 5.4
Add back: Depreciation and amortisation (excluding acquisition amortisation)
1
17. 4 15.2
Adjusted EBITDA 95.5 84.2
Less: Capital expenditure (fixed and intangible assets) (13.7) (22.6)
Adjust: Impact of share-based payments
2
3.1 1.9
Add back: (Increase) / decrease in inventories
3
5.2 (0.8)
Add back: Decrease / (increase) in trade and other receivables
3
0.3 5.3
Add back: Decrease in trade and other payables
3
(16.2) (11.8)
Operating cash flow
4
74.2 56.2
Operating cash conversion 78% 67%
Add back: Capital expenditure (fixed and intangible assets) 13.7 22.6
Add back: Loss on disposal and impairment of right-of-use asset 0.2 0.5
Add back: Decrease / (increase) in debtors with undertakings formerly under common control 0.3
Less: Adjusting Items (excluding share-based payments) (2.4) ( 7.7 )
Less: Research and development tax credit (0.4) (0.4)
Cash generated from underlying operations 85.3 71.5
Settlement of M&A related employee bonuses at Experiences (13.5)
Cash generated from operations 85.3 57.9
1 The prior year Adjusting Items (excluding share-based payments) and Depreciation and Amortisation numbers have been restated to reflect the classification of
acquisition amortisation as an Adjusting Item.
2 Comprises: (1) the add-back of non-cash share-based payment charges of £2.6m (FY23: £2.2m) relating to operation of post-IPO Remuneration Policy, which are
not classified as an Adjusting Item; offset by (2) the cash impact of employer’s national insurance of £0.2m (FY23: £0.3m) arising on pre-IPO share-based payment
charges, which are classified as an Adjusting Item (Refer to Note 6). In FY24 the charge was offset by a release of £0.7m in relation to a true up of NI at year end to
reflect the share price at the vesting date of the pre-IPO share awards.
3 Working capital movements for the year ended 30 April 2023 have been adjusted for the opening balances arising upon acquisition of Experiences.
4 Operating cash flow excludes settlement of legacy incentive obligations in FY23 associated with the acquisition, which were fully provided for in the opening
balance sheet.
Moonpig Group plc | Annual Report and Accounts 2024
176
Term Definition
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
Basic earnings per share Profit after tax for the year divided by the weighted average number of ordinary shares in issue
during the year following Admission
Board The Board of Directors of the Company
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
Executive Committee The Executive Directors’ and the CEO’s direct reports who are members of the
ExecutiveCommittee
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
FY20, FY21, FY22, FY23, FY24 The years ended or ending 30 April 2020, 30 April 2021, 30 April 2022, 30 April 2023
and30April 2024 respectively
Glossary
177
Strategic report Financial statementsCorporate governance
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
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
PEFC The Programme for the Endorsement of Forest Certification
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
SBTi The Science Based Targets initiative to set science-based climate targets
SKU Stock Keeping Unit, a unique line of inventory
TCFD The Task Force on Climate-related Financial Disclosures
tCO
2
e 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
Moonpig Group plc | Annual Report and Accounts 2024
178
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
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
Annual General Meeting 18 September 2024
2025 Half-year results 10 December 2024
2025 Full-year results 26 June 2025
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.
Shareholder information
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Moonpig Group plc
Herbal House
10 Back Hill
London
EC1R 5EN
United Kingdom
www.moonpig.group/investors
Moonpig Group plc Annual Report and Accounts 2024