5 questions lodged at 2026 Mayfield Childcare (MFD) virtual AGM

Q1. Given that our current market cap is $23.8m with the stock down to 31c, could external auditor Kaitlynn Brady from PKF please comment on how rigorous her team's impairment testing processes were given that the latest accounts claim that we had net assets of $48.4m as of December 31, 2025. We've got $63m of intangibles on the balance sheet, if these are written down in the upcoming half year accounts, would that have any impact on our banking covenants?

Answer: Auditor Kaitlynn Brady did well under pressure. Sounds like future write downs are coming. Watch video of exchange via Twitter. After she'd finished, chair Rosanne Healy took on the covenants questions and wasn't keen to offer any insight but then CEO Daniel Stone (or was it CFO Chris Hayes?) chimed in pointing out that note 13 in the accounts warns of potential covenant breach as at June 30, presumably after a big write-down of the intangibles. Watch video of those comments via Twitter.

Q2. Three different Michael Kroger entities appear in our top 20 shareholder list. What is our history with and connection to the famously pugnacious Liberal Party president and power broker who has a long history with the child care sector dating back to the 1990s?

Answer: Not asked. Didn't even receive a private message from Tami on this one.

Q3. Could new director Ingrid Fraser-Williams and the chair comment on the recruitment process that led to her appointment to the board. Was a head hunter involved, did the full board interview any other candidates and did Ingrid know any of our directors before engaging with the recruitment process? Also, has Ingrid had any engagement with Embark Early Learning, our new controlling shareholder with a 49.8% stake. Has Embark voted in favour of her election by proxy today?"

Answer: Question wrangler Tamara Barr told the meeting there were no questions, which wasn't true, but sent this private message via Zoom: "Please note that this information is set out within the Notice of Meeting for the 2026 AGM." I posted multiple requests for all my questions to be read in full but there were rejected. Embark voted in favour so Ingrid was comfortably elected. Watch video of farcical conclusion of the meeting via Twitter.

Q2. There was a 36% vote against the extra 10% placement capacity resolution at last year's AGM which meant it was defeated so why have we again requested an additional 10% placement capacity at this AGM? It is not good practice to allow a board to selectively place up to 25% of the company's shares to anyone they like over a 12 month period, diluting the existing shareholders without compensation for their lost property rights. What is our history of doing selective placements, why are we asking for this authority and has there been a substantial protest vote against this resolution? If we do a placement before next year's AGM, will retail shareholders be offered an SPP to participate on the same terms?"

Answer: Question wrangler Tamara Barr told the meeting there were no questions, which wasn't true, but sent the following private message to me: "Hi Stephen, the purpose of a listed entity seeking additional placement capacity is to provide the Board with the flexibility to respond quickly to strategic opportunities or capital requirements, and to raise additional capital quickly and efficiently without needing separate shareholder approval for each specific placement at the time it occurs. This is best practice corporate governance process for small to mid-cap companies. Kind regards, Tami". Blah, blah, blah. This was particularly outrageous when there was a 96.9% vote against the resolution so it was comprehensively defeated by Embark and other shareholders. Watch video of farcical conclusion of the meeting via Twitter.

Q5. The ABC published a story in December last year which was critical of our new controlling shareholder Embark Early Learning, citing data from childcare authority ACECQA showing 26% of Embark's long-day care centres failed national quality standards, almost three times the for-profit industry average of 9%. What is the current regulatory situation in terms of Embark's ability to appoint and remove directors of our board? Did ACECQA approve the appointment of Embark nominate Gary Scott to our board and could Gary comment on whether Embark is planning to appoint any more directors?

Answer: Question wrangler Tamara Barr told the meeting there were no questions, which wasn't true, but sent the following private message to me: "Hi Stephen, we cannot comment on any future activity at this time. Kind regards, Tami". This is a clear breach of the Corporations Act which states that shareholders should be given a reasonable opportunity at AGMs to ask questions about the overall operations of the company. Watch video of farcical conclusion of the meeting via Twitter.

Copyright © 2026 The Mayne Report. All rights reserved

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