What did KMD Brands Limited announce?
KMD Brands Limited (NZX: KMD) filed “FY26 Annual Results Announcement” with NZX on 22 September 2026, as a full year results announcement.
From the announcement:“(All amounts in NZ$ unless otherwise stated) KMD Brands FY26 Results KMD Brands Limited (NZX/ASX: KMD, “KMD” or the “Group”) today announces its results for the twelve months ended 31 July 2026 (“FY26”).”
- Which company?
- KMD Brands Limited (NZX: KMD)
- When was it filed?
- 22 September 2026
- Where is the original?
- NZX announcement
FY26 Annual Results Announcement
Results announcement
KMD BRANDS LIMITED W kmdbrands.com
Results for announcement to the market
Name of issuer KMD Brands Limited
Reporting Period 12 months to 31 July 2026
Previous Reporting Period 12 months to 31 July 2025
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$1,053,019 6.5%
Total Revenue $1,053,019 6.5%
Net profit/(loss) from continuing
operations
$(415,959) -337.6%
Total net profit/(loss) $(415,959) -337.6%
Final Dividend
Amount per Quoted Equity
Security
Nil
Imputed amount per Quoted
Equity Security
Nil
Record Date Nil
Dividend Payment Date Nil
Current period Prior comparable period
Net tangible assets per Quoted
Equity Security
$2.03 $0.07
A brief explanation of any of the
figures above necessary to
enable the figures to be
understood
The year end results are based on accounts which have been subject
to audit. Refer to accompanying audited financial statements and
media release for further information.
Authority for this announcement
Name of person
authorised to
make this announcement
Frances Blundell
Contact person for this
announcement
Frances Blundell
Contact phone number +64 3 968 6110
Contact email address companysecretary@kmdbrands.com
Date of release through MAP
Wednesday, 23 September 2026
Audited financial statements accompany this announcement.
---
KMD BRANDS LIMITED W kmdbrands.com
23 September 2026
(All amounts in NZ$ unless otherwise stated)
KMD Brands FY26 Results
KMD Brands Limited (NZX/ASX: KMD, “KMD” or the “Group”) today announces its results
for the twelve months ended 31 July 2026 (“FY26”).
FY26 financial summary (vs FY25):
• Group sales up + 6.5% to $1,053.0 million.
• Gross margin increased +1.2% of sales to 57.7%.
• Underlying operating expenses
1
up +4.4% to $565.2 million.
• Underlying EBITDA
1
$ 42.0 million, up +137.7% year-on-year (“YOY”).
• Statutory NPAT loss -$414.4 million, inclusive of a $394m post tax impairment expense.
Underlying NPAT
1
loss -$9.0 million.
• Net Working Capital $196.4 million, $38.7 million higher YOY.
• Net Debt $48.1 million, down $4.7 million YOY.
• No final dividend declared.
Group financial performance
Statutory Underlying
1
NZ$ million
2
FY26 FY26 FY25 Var %
Sales 1,053.0 1,053.0 989.0 6.5%
Gross Profit 607.2 607.2 559.3 8.6%
Gross Margin 57.7% 57.7% 56.5%
Operating Expenses (excl. impairment) (468.1) (565.2) (541.6) 4.4%
Impairment Expense
3
(462.7) - - -
EBITDA (323.6) 42.0 17.7 137.7%
EBIT (455.1) 7.5 (18.0) 141.6%
NPAT (414.4) (9.0) (28.3) 68.4%
Sales momentum has continued through the year, with YOY growth recorded across all three
brands. Kathmandu has led this momentum with strong direct-to-consumer (“DTC”) sales
growth throughout the year. On a constant currency basis, total sales were +1.7% YOY.
Group gross margin increased +120 bps in an environment that continues to be promotionally
driven. Channel and product driven margin improvement, improved sourcing, and favourability
in input cost FX supporting growth inclusive of $8m of tariff refunds.
1
Excluding the impact of IFRS 16, restructuring, software as a service accounting, the notional amortisation of customer relationships,
impairment and onerous contracts.
2
FY26 NZD/AUD conversion rate 0.856 (FY25 0.913), FY26 NZD/USD conversion rate 0.583 (FY25 0.591).
3
In FY25, Oboz intangibles were impaired by $45.4 million.
KMD BRANDS LIMITED W kmdbrands.com
Underlying operating expenses fell by -0.2% on a constant currency basis, with the Next Level
cost savings helping to offset strategic growth investments and continued global cost pressure.
An impairment expense of $462.7m has been recognised during the year. This one-off non-
cash item does not impact the day-to-day operations of the Group. This impairment has been
excluded from underlying results. After impairment, the Group recorded a statutory loss after
income tax of $414.4m.
Kathmandu
Kathmandu Underlying
1
NZ$ million FY26 FY25 Var %
Sales 402.3 361.9 11.1%
EBITDA 16.1 (1.3) n.m.
EBIT 1.1 (19.6) 105.7%
Total sales +11.1% YOY with growth achieved while operating four fewer stores than the prior
year. S trong 1H sales momentum continued into the second half, with Q4 closing at +9.4% on
the year. Same store sales (incl. online) +8.2%.
Strong sales results in both Australia (+4.3%
YOY) and New Zealand (+11.7% YOY), with
positive sales growth in every quarter of the year.
Online sales increased by +9.6% to $57.1m, comprising 14.3% of DTC sales.
Gross margin decreased -0.4% of sales YOY due to product mix change, a focus on selling
through aged inventory in the first half and maintaining competitive promotional intensity
through the year. Second half gross margin delivered +0.6% of sales YOY despite being
impacted in the fourth quarter by unseasonally warm weather on the east coast of Australia.
Underlying operating expenses reduced YOY on a constant currency basis, improving
operating leverage with ongoing cost discipline.
Rip Curl
Rip Curl Underlying
1
NZ$ million FY26 FY25 Var %
Sales 571.2 550.4 3.8%
EBITDA 34.4 30.6 12.2%
EBIT 15.4 14.3 7.9%
Total sales +3.8% YOY, helped by YOY movement in FX rates used to convert global sales to
NZD reporting currency.
Wholesale sales +5.5%, with growth in Europe driven by sales mix.
Online sales +9.1% to $45.5m, comprising 13.3% of DTC sales.
On a constant currency basis, total sales were -1.2% YOY.
KMD BRANDS LIMITED W kmdbrands.com
Direct-to-consumer total Rip Curl brand store sales (incl. online, exc. Ozmosis) +5.4%, US
retail sales were a highlight, and European summer sales were strong on the back of
favourable climatic conditions. Ozmosis is a regional multi brand Australian retail chain owned
by Rip Curl.
Direct-to-consumer Rip Curl brand same store sales (incl. online, exc. Ozmosis) +1.3%.
Direct-to-consumer multi-brand Ozmosis same stores sales were -5.0%
2
.
Gross margin increased +1.1% of sales, as a result of favourable channel mix and
strengthening exchange rates across key markets and input costs.
Underlying operating expenses down on last year on a constant currency basis, with a
strategic cost reset helping to offset strategic growth investments and continued global cost
pressures.
Oboz
Oboz Underlying
1
NZ$ million FY26 FY25 Var %
Sales 79.5 76.6 3.8%
EBITDA 2.5 (3.3) 175.1%
EBIT 2.0 (4.2) 149.2%
Total sales +3.8% YOY, supported by strong product introductions, improving wholesale
performance and continued digital acceleration.
Online sales saw strong YOY growth of +11.8%, with the website successfully moving onto the
Group online trading platform during the second half.
Wholesale sales +2.8% with growth led by new product introductions.
Gross margin improved +7.3% of sales reflecting favourable channel and product mix plus
one-time tariff refunds ($4.3m).
Operating expenses were tightly controlled, with improved operating leverage versus last year.
Balance sheet
Net working capital outflows largely driven by the YOY decrease in trade and other payables
which was primarily driven by shifted payment timings with key suppliers. However, this drop
was partially offset by a reduction in the group inventory balance, which has now declined for
the fourth consecutive year ( on a constant currency basis down $11.2m), with a continued
focus by all brands to optimise mix and sell through aged inventory.
Net Debt of $48.1m decreased by $4.7m YOY, with the benefit of $61.9m net equity raise
proceeds being offset by working capital phasing at 31 July 2026. The constant currency
impact of the weakening NZ dollar YOY on net debt was $7.3 million.
KMD BRANDS LIMITED W kmdbrands.com
The Group continues to have a strong working relationship and support from its bank
syndicate. The Group remains compliant with all bank covenants at 31 July 2026.
Trading update
Direct-to-consumer same store sales (including online) year on year on a constant currency
basis for the first seven weeks from Monday 27
th
July to Sunday 13
th
September 2026 in a
seasonally non-significant trading period:
• Kathmandu +7.4% YOY, supported by strong growth in New Zealand, and online
channels.
• Rip Curl +1.0% YOY. Rip Curl brand stores +4.0% YOY and Ozmosis multi brand stores
-12.1% YOY. Rip Curl brand stores grew across multiple geographies and online, while
Ozmosis multi-brand stores experienced difficult trading conditions due to product
assortment challenges.
Outlook
The Group remains focused on delivering continued performance improvement in FY27
compared to prior year.
Group FY27 guidance
4
is for:
• Revenue of between $1,055m and $1,075m.
• EBITDA of between $52m and $55m.
• Capital Expenditure of between $15m and $16m.
Kathmandu sales momentum expected to continue with seasonally relevant product flow and
enablement of online fulfilment.
Rip Curl sales are expected to benefit in H1 from first deliveries of ‘Next Gen’ designed
product in market for Australian peak trade. Ozmosis remediation plan in place including
closure of five underperforming stores.
Rip Curl and Oboz wholesale order book consistent with prior year with ongoing management
of dynamic shipping environment.
Group gross margin expansion is anticipated benefiting from foreign exchange hedging
already in place and strategic price increases.
EBITDA reflects revenue expectations with a further $10m of annualised cost saving initiatives
already underway to mitigate inflationary pressure. These cost initiatives for FY27 were taken
to ensure the business maintains its EBITDA growth trajectory in a challenging global
consumer operating environment.
The Group continues to focus on the optimisation of its store network as part of the Next Level
integrated marketplace strategy. Capital expenditure is reduced as technology projects
4
Subject to no adverse change in operating conditions, including future economic headwinds and AUD/NZD exchange rates
impacting NZD reporting currency. Guidance is underlying and excludes one-off items and is inclusive of probability weighted
short-term management incentives ($6m).
KMD BRANDS LIMITED W kmdbrands.com
moderate and targeted store capital expenditure is prioritised. Depreciation is expected to be
in the range of $40 - $41m.
Business review conclusion and outcomes
KMD Brands has made significant progress in strengthening and simplifying the Group, and
the Board remains confident that disciplined execution of the Next Level strategy provides a
clear pathway to improved performance and shareholder value as demonstrated by FY26
operating performance.
As part of the comprehensive business review initiated in May 2026, the Board has considered
the Group’s portfolio, capital requirements and a range of potential value-creation
opportunities. The review was undertaken with independent financial advisory from Deloitte
and Barclay & Co, and legal advice from Chapman Tripp. The review was conducted
objectively and without a predetermined outcome.
The review resulted in actions to simplify the Group and enhance its financial flexibility. These
include the decision to divest the Group’s manufacturing facility in Southeast Asia. The Group
also tested external interest in Rip Curl’s multi-brand retail chain, Ozmosis. No proposal
emerged that offered greater value than continuing to rationalise the chain and improve the
profitability of the remaining store fleet. The review also included a commitment to ongoing
cost reduction through the immediate offshoring of select Group shared services.
Throughout the review process, the Board has received and considered a number of indicative
approaches from external parties and has determined that further engagement with a limited
number of those parties is appropriate. Consistent with its responsibilities to shareholders, the
Board will assess whether any proposal could deliver greater value than continued execution
of the Group's Next Level strategy. The approaches are indicative, non-binding and
incomplete, no decision has been made, and there is no certainty that any proposal or
transaction will result.
This engagement does not change the Group’s strategy, priorities or day-to-day focus.
Management remains focused on delivering the FY27 plan, improving profitability, generating
free cash flow and reducing leverage. The Board will continue to support execution of the
strategy while carefully assessing any credible alternative that may deliver superior
shareholder value and will update the market in accordance with its continuous disclosure
obligations.
KMD Brands ‘Next Level’ transformation strategy
KMD Brands made meaningful progress in FY26 as it executed the first year of its three-year
Next Level turnaround plan. During the year, the Group strengthened its product and
consumer focus, enhanced organisational and technology capabilities, simplified operations
and improved efficiency, creating a more focused and agile business.
Brent Scrimshaw, Group CEO and Managing Director, KMD Brands said:
“FY26 was a year of significant change for KMD Brands as we executed the first year of our
Next Level strategy. The actions taken through Next Level are translating into improved
financial performance. All brands returned to revenue growth in FY26, with Group revenue
increasing by 6.5%, gross margin improving by 120 basis points and underlying EBITDA
increasing 138% to $42.0 million. At the same time, our brand and product-led offence re-
KMD BRANDS LIMITED W kmdbrands.com
centred our focus on the consumer, creating stronger innovation pipelines and a more agile
approach to meeting evolving consumer needs.”
“The progress achieved during FY26 reinforces our belief that there is substantial potential
within the business. We have strengthened our foundations, improved our earnings profile and
created a more focused organisation. While there is more work to do, we enter FY27 with clear
priorities and growing momentum.”
Group Chairman, Philip Bowman said:
“FY26 was a year of renewal for KMD Brands. We strengthened the Board, improved the
Group's financial position, simplified the business and supported Management's disciplined
execution of the Next Level turnaround plan. While further work remains, these initiatives are
creating a more focused, efficient and simplified business as KMD Brands enters FY27.”
“In concluding the business review, the Board has considered a range of approaches from
interested parties. While the Group remains focused on executing its Next Level strategy, we
believe it is appropriate to continue discussions with a small number of parties to determine
whether any opportunity has the potential to deliver superior value for shareholders. These
discussions remain preliminary in nature and there is no certainty that any proposal will lead to
a transaction.”
“The Board's priority is maximising shareholder value. While management remains focused on
improving profitability, generating free cash flow and reducing leverage through the execution
of Next Level, the Board will continue to carefully assess opportunities that may accelerate the
realisation of shareholder value.”
Investor briefing being held today at 8:30am AEST / 10:30am NZST
Brent Scrimshaw (Group CEO), and Carla Webb-Sear (Group CFO) will be holding a briefing
session for investors and analysts at 8:30am AEST / 10:30am NZST today (Wednesday 23
September).
Please attend the meeting by following this link: www.virtualmeeting.co.nz/kmdfy2026.
You may also dial one of the numbers below and provide the conference ID 1914594 to the
operator to listen to the meeting.
• Australia - Toll (Sydney) +61 2 8088 0946
• Australia - Toll Free +61 1800 571 226
• New Zealand - Toll Free +64 800 450 012
• New Zealand - Auckland +64 9 887 4636
• USA & Canada - Toll-Free (800) 715 9871
• United Kingdom - Toll-Free +44 800 260 6466
• France - Toll-Free +33 801 238 862
• Norway - National +47 57 98 94 30
• Spain - Toll-Free +34 800 906909
KMD BRANDS LIMITED W kmdbrands.com
The webcast will be available on the KMD Brands investor website following the call.
This announcement has been authorised for release to NZX / ASX by the Board of Directors of
KMD Brands Limited.
- ENDS -
For media and investor enquiries, please contact enquiries@kmdbrands.com
or
Frances Blundell, Chief Legal & ESG Officer and Company Secretary
companysecretary@kmdbrands.com
---
CREATING A
STRONGER
KMD BRANDS
SEPTEMBER 2026
2
CONTENTS
1.EXECUTIVE SUMMARY
2.FY26 RESULT – GROUP FINANCIALS
3.FY26 RESULT – BRAND FINANCIALS
4.UPDATE ON NEXT LEVEL TRANSFORMATION
5.FY27 TRADING AND OUTLOOK
2
3
SECTION 1
EXECUTIVE
SUMMARY
3
4
NEXT LEVEL - CREATING A STRONGER KMD BRANDS
1
2
3
4
5
Growth across all brands in FY26 as momentum in our turnaround continues to build.
Innovative and purpose-led product delivering results across DTC channels.
Continued store optimisation, driving substantial step-change in store profitability profile.
Cost savings overdelivered in the context of an inflationary environment.
Technology and systems investments completed in Australia, enabling simplification and streamlined business processes.
5
ONE YEAR INTO OUR NEXT LEVEL JOURNEY
OUR STRATEGIC PRIORITIESFY26 DELIVERED OUTCOMESWHAT’S NEXT IN OUR 3-YEAR JOURNEY
✓
Reset Kathmandu to focus on product
innovationfor the outdoor consumer.
✓
Rip Curl restructured product engine, SKUs
rationalization and ‘Next Gen’ consumer reset.
✓
Online technology platform delivered to enhance
customer journey.
✓
Group ERP & HRM systems delivered to support
broader growth trajectory.
✓
✓
→
→
→
✓
Reset Oboz brand to focus on the core hiking
customer and accelerated offering to trail category.
Inventory optimisation through automation and ways
of working to enable further inventory efficiency.
✓
✓
Disciplined delivery of next level cost savings in
excess of target ($27.5m vs $25.0m target) with
simplification of the organisational structure.
Reset Kathmandu international business model and
return Rip Curl US to profitability.
Operational efficiency delivered through centralisation
of the DC in Australia.
Strong digital growth across all 3 brands to start
FY27, delivering ROI on platform investments.
Consistent flow of seasonal product launches building
on the trajectory from newness in FY26.
Aligning store segmentation and product
assortment to optimise financial performance.
Further expansion of demand forecasting tools to
drive efficiency in inventory.
Continued focus on right-sizing the store network
against our evaluation framework.
Inventory health and improved stock turns a
continued focus.
→
→
→
→
Productivity initiatives across the supply chain,
automation and product returns.
→
Further investment to accelerate online growth.
Growth opportunities will continue to be assessed
against a rigorous ROI framework.
→
6
CONTINUING MOMENTUM IN NEXT LEVEL TURNAROUND
KEY TAKEAWAYS
Group sales growth achieved with all 3 brands
delivering YOY growth.
✓
OPEX % of Sales reduced by 110 bps driven by cost
savings program and disciplined cost management.
Gross margin expansion reflects ongoing focus on
product mix and marketplace management.
Significant underlying EBITDA growth of 138% YOY.
✓
✓
Underlying EBITDA margin expansion with sales growth and
a reset cost base.
✓
FY26 RESULT SNAPSHOT
1
1.Reflected results are underlying; metrics are compared against last year (FY25).
$1,053M
SALES
+6.5%
SALES GROWTH
57.7%
GROSS MARGIN
53.7%
OPEX % OF SALES
$42.0M
EBITDA
4.0%
EBITDA MARGIN
✓
7
SECTION 2
FY26 RESULT –
GROUP FINANCIALS
7
8
GROUP PROFIT & LOSS
1.Refer to Appendix 1 for a reconciliation of Statutory to Underlying results.
2.FY26 NZD/AUD conversion rate 0.856 (FY25 0.913), FY26 NZD/USD conversion rate 0.583 (FY25 0.591).
GROUP SALES MOMENTUM
•Total sales +6.5% YOY, with strong growth achieved in both the direct-to-consumer (“DTC”)
and wholesale channels. On a constant currency basis, total sales were +1.7% YOY.
•Kathmandu continued momentum with strong DTC sales growth through the year, in both
Australia and New Zealand.
•Rip Curl sales growth supported by the appreciation of the AUD relative to the NZD group
reporting currency, with US and European retail summer sales a highlight, and growing
online channel momentum through H2.
•Oboz wholesale sales grew YOY, supported by new product launches.
GROSS MARGIN REFLECTS STRATEGIC PRICING AND MARKETPLACE MANAGEMENT
•Group gross margin increased +1.2% of sales in an environment that continues to be
promotionally driven, and with multiple macro inflationary pressures. Channel & product
driven margin improvement, improved sourcing, and favourability in input-cost FX
supporting growth inclusive of $8m of tariff refunds.
•2H FY26 gross margin is above 1H FY26 gross margin as initiatives gained traction.
OPERATING LEVERAGE IMPROVED
•Underlying operating expenses fell by -0.2% on a constant currency basis, with Next Level
cost base reset helping to offset strategic growth investments and continued global cost
pressure.
STATUTORY RECONCILIATION
•Statutory loss of $414.4m includes $462.7m intangible asset impairment. Refer to Appendix
1 for reconciliation.
KMD BRANDSStatutory
Underlying
1
NZ $m
2
FY26FY25FY26FY25Var %
SALES1,053.0989.01,053.0989.06.5%
GROSS PROFIT607.2559.3607.2559.38.6%
Gross margin57.7%56.5%57.7%56.5%
OPERATING EXPENSES(930.8)(508.7)(565.2)(541.6)4.4%
% of Sales88.4%51.4%53.7%54.8%
EBITDA(323.6)50.542.017.7137.7%
EBITDA margin %-30.7%5.1%4.0%1.8%
EBIT(455.1)(80.5)7.5(18.0)141.6%
EBIT margin %-43.2%-8.1%0.7%-1.8%
NPAT(414.4)(93.6)(9.0)(28.3)68.4%
9
•DTC sales improved to +1.9% YOY in 1H FY26 driven
by strong growth in North America and Europe across
flagship channels. Trading conditions became more
challenging in 2H FY26, as consumer sentiment
weakened,YOY the brand benefited from favourable
foreign exchange impacts.
•Wholesale sales slowed from +9.8% YOY in 1H FY26
to +2.0% YOY in 2H FY26, with wholesale growth
challenged in Europe.
-2.7%
6.9%
-8.8%
2.5%
13.9%
11.2%
12.0%
9.4%
-35.0%
-25.0%
-15.0%
-5.0%
5.0%
15.0%
25.0%
35.0%
Q1
FY25
Q2
FY25
Q3
FY25
Q4
FY25
Q1
FY26
Q2
FY26
Q3
FY26
Q4
FY26
YOY Sales Variance % by quarter
(Group NZD reporting currency)
•FY26 sales growth was strong across the year, reflecting
continued momentum led by New Zealand and
favourable FX tailwinds. Q4 growth remained strong at
+9.4% despite Australia experiencing a warmer-than-
normal winter and softer retail traffic.
•Importantly, every category grew during the year with the
exception of footwear where assortment mix and OTB
prioritisation impacted results.
•Online sales accelerated following the March Shopify
launch and performance marketing transition, with
eCommerce sales +30% YOY in the five months
following launch, after H1 was reduced by lower
closeout inventory.
•Wholesale performance improved through the year,
supported by new season style orders and flow.
•Quarterly growth was influenced by product and
shipment timing, with Q2 benefiting from the earlier
shipment of new-season product, creating a
corresponding impact in Q3. Q4 returned to strong
growth as forecast with FW26 product launching in
market.
-6.7%
6.5%
-0.5%
9.8%
6.6%
3.0%
4.0%
1.7%
-12.0%
-7.0%
-2.0%
3.0%
8.0%
13.0%
18.0%
Q1
FY25
Q2
FY25
Q3
FY25
Q4
FY25
Q1
FY26
Q2
FY26
Q3
FY26
Q4
FY26
YOY Sales Variance % by quarter
(Group NZD reporting currency)
-8.6%
-1.6%
9.7%
-12.3%
-1.3%
21.1%
-8.9%
15.1%
-35.0%
-25.0%
-15.0%
-5.0%
5.0%
15.0%
25.0%
35.0%
Q1
FY25
Q2
FY25
Q3
FY25
Q4
FY25
Q1
FY26
Q2
FY26
Q3
FY26
Q4
FY26
YOY Sales Variance % by quarter
(Group NZD reporting currency)
QUARTERLY SALES THROUGH FY26
10
DIGITAL MOMENTUM BUILDS AS PRIORITY
GROWTH DRIVER
+9.6%
Group Online Growth
Shopify launch
completed
in Rip Curl & Oboz
enhancing user experience
Successful trial of Ship
from Store
with scaled roll-out
accelerating in FY27
684.2
702.1
752.2
13.6%
14.6%
15.0%
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
35.0%
0.0
100.0
200.0
300.0
400.0
500.0
600.0
700.0
800.0
900.0
FY24FY25FY26
DIRECT TO CONSUMER SALES (NZ $m)
Retail StoresOnlineOnline % of DTC sales
ONLINESales (NZD $m)YOY Var %
% mix of DTC
Sales
45.5+9.1%13.3%
57.1+9.6%14.3%
9.8+11.8%100%
Inventory planning and
allocation challenges
resolved
11
KEY HIGHLIGHTS
•Group inventory balance reduced for the fourth successive year and on a constant currency
basis inventory at Jul 26 was $240.3m. Reduction driven by net 10 less stores, wetsuit factory
wind down and delays in handing over goods due to weather-induced port congestion.
Inventory obsolescence provisions represent 1.5% of gross inventory, 70 bps below Jul 25.
Inventory mix and aging within targeted range.
•Assets Held-for-sale as the Group commenced divestment of the Southeast Asian
manufacturing facility with a phased production wind down and scale up at a new third-party
facility over the next 12 months with the intention to realise value from the sale of land &
buildings and working capital release.
•Intangible assets reduction due to $463m impairment charge of all brands goodwill and brand
assets in current year.
•Right of Use Asset and Lease Liability reduction driven by reduction in store network under
Next level store profitability initiatives.
•Other current liabilities reduction driven primarily by trade and other payables.
•Interest bearing liabilities constant currency impact of $7.4 million with weakening of the NZ
dollar YOY.
BALANCE SHEET
Balance Sheet
NZ $mJul 26Jan 26Jul 25
Cash and cash equivalents41.0 27.4 34.3
Inventories251.5 274.1 254.0
Assets classified as held for sale6.1 - -
Other current assets103.3 90.4 99.4
Property, plant and equipment60.7 74.4 75.3
Intangible assets197.4 647.9 626.1
Right of Use Asset234.0 246.5 243.0
Other non current assets28.2 21.0 18.6
Total assets922.2 1,381.7 1,350.7
Other current liabilities(154.7) (185.2) (191.5)
Interest bearing liabilities(89.0) (121.4) (87.1)
Lease Liabilities(275.3) (287.9) (287.8)
Other non-current liabilities(33.8) (97.9) (94.4)
Total liabilities(552.8) (692.4) (660.8)
Net assets369.4 689.3 689.9
12
KEY HIGHLIGHTS
•Net Working capital % of sales elevated compared to prior year due to lower trade and
other payables as a result of a change in phasing of payment timing as part of overall
trading terms renegotiation with selected suppliers.
•Stock turns improving to 1.76 times from prior year.
•Leverage ratio improvement driven by equity raise.
•Fixed Charge Cover ratio improvement driven by reduction in lease rental and overall
profitability under Next level initiatives.
BALANCE SHEET KEY RATIOS
226.2
198.3
192.6
157.7
179.2
196.4
0.0
40.0
80.0
120.0
160.0
200.0
240.0
Jan 24Jul 24Jan 25Jul 25Jan 26Jul 26
GROUP NET WORKING CAPITAL HALF-YEAR CYCLE
1. Key ratios calculated using 12-month underlying P&L measures.
Key Balance Sheet items and ratios
1
NZ $mJul 26Jan 26Jul 25
Net working capital196.4 179.2 157.7
Inventories251.5 274.1 254.0
Current trade and other receivables96.6 80.0 92.3
Current trade and other payables(151.7) (174.8) (188.7)
Net work ing capital % of sales18.7% 17.5% 15.9%
Stock Turns1.76x 1.56x 1.65x
Net Debt(48.1) (94.0) (52.8)
Leverage Ratio1.2x 3.8x 3.3x
Net Debt to Equity11.5% 12.0% 7.1%
Fixed Charge Cover Ratio (FCCR)1.19x 1.08x 1.03x
13
DEBT
•Net Debt of $48.1m decreased by $4.7m from Jul 25 driven by $61.9m net equity raising offset by
working capital phasing. Constant currency impact of weakening NZ dollar YOY of $7.3m.
•The Group refinanced its existing syndicated sustainability linked debt facilities expiring on 1 October
2028. The new facility also continues to build on the Company’s previous sustainability-linked loan
structure with revised targets that incorporate a pricing mechanism that incentivises ongoing
improvement in achieving the Group’s key environmental, social and governance (ESG) objectives.
•The Group complied with all bank covenants as at 31 July 2026.
•Total facility as at 31 July 2026 denominated in NZD $195.1m consists of an AUD $140.1m multi-
currency revolving facility and a NZD $27.3m multi-currency revolving facility.
•The Group provided lenders with an independent review report on underlying forecasts to satisfy the
FY27 FCCR covenant milestone and subsequent to year-end the multi-option syndicated facility
increased to $NZD 205.2m (AUD $147.3m revolving and NZD $28.8m multi-currency facilities).
NET DEBT AND CAPITAL MANAGEMENT
1. The facility has been translated at a NZD/AUD spot rate of 0.835. Total facilities includes bank guarantees and excludes credit cards. Covenant
definitions included in glossary.
MaturityFacility amountDrawnUndrawn
FY2742.2-42.2
FY28---
FY29152.989.063.9
195.189.0106.1
14
CASH FLOW
1.Adjusted for the impacts of adopting IFRS 16.
•NPAT inclusive of $11.7m in restructuring payments in FY26.
•Working capital outflow YOY was primarily driven by lower trade and other payables
YOY due to a change in phasing of payment timing as part of overall trading terms
renegotiation with selected suppliers.
•The Group renewed its multi-option syndicated facility in June 2026 after negotiating
an extension of its existing syndicated bank facilities in February 2026. The current
interest rate, prior to hedging, on the term loans is 6.56% (2025: 5.23%).
•In April 2026, the Group completed a $65.5m equity raising to strengthen its balance
sheet and liquidity position, generating $61.9m net of costs.
•Capital expenditure declined by $4m compared to the prior year, due to the completion
of IT projects. Store based capex was $9m in the current year.
•No dividend was declared in current or prior financial year as a result of operating
performance.
[Investment]
Cash Flow (NZ $m) FY26FY25
NPAT(414.4)(93.6)
Change in working capital(29.4)42.6
Non-cash items510.5177.1
Operating cash flow66.8126.2
Adjusted operating cash flow
1
(31.7)32.9
Key Line Items:FY26FY25
Net interest paid (including facility fees)
1
(13.3)(12.8)
Net income taxes paid(4.8)(1.7)
Capital expenditure(20.3)(24.6)
Proceeds from share issue61.9-
15
SECTION 3
FY26 RESULT –
BRAND FINANCIALS
15
16
KATHMANDU PROFIT & LOSS
KATHMANDU LEADS GROUP SALES MOMENTUM
•Total sales +11.1% year on year (“YOY”) despite a net reduction of 4 stores. Strong 1H sales
momentum continued into the second half, with Q4 closing at +9.4% YOY.
•Strong sales results in both Australia
2
(+4.3%
YOY) and New Zealand (+11.7% YOY).
•Same store sales (incl. online) +8.2%
3
.
•Sales growth continued to be positive in every quarter of the year.
•Online sales increased by +9.6% to $57.1m, comprising 14.3% of DTC sales.
GROSS MARGIN AND OPERATING EXPENSES
•Gross margin decreased -0.4% of sales YOY due to product mix change, a focus on selling
through aged inventory in the first half, and managing competitive promotional intensity through
the year. Second half gross margin momentum delivered +0.6% of sales YOY despite being
impacted in fourth quarter by unseasonally warm weather on the east coast of Australia.
•Underlying operating expenses reduced YOY on a constant currency basis, improving operating
leverage following a strategic cost reset and ongoing cost discipline.
1.Refer to Appendix 2 for a reconciliation of Statutory to Underlying results.
2.At constant exchange rates.
3.Same store sales are for the 52 full weeks ended 26 July 2026 and are measured at constant exchange rates.
361.1
361.9
402.3
13.3%
14.5%
14.3%
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
0.0
100.0
200.0
300.0
400.0
500.0
FY24FY25FY26
SALES
StoresOnline
WholesaleOnline % of DTC
16.0
-1.3
16.1
4.4%
-0.4%
4.0%
-1.0%
0.0%
1.0%
2.0%
3.0%
4.0%
5.0%
6.0%
-3.0
2.0
7.0
12.0
17.0
FY24FY25FY26
EBITDA
EBITDAEBITDA margin
NZ $mFY26FY25Var %
SALES402.3361.911.1%
EBITDA (underlying
1
)
16.1(1.3)n.m.
EBITDA margin %4.0%-0.4%
EBIT (underlying
1
)1.1(19.6)105.7%
EBIT margin %0.3%-5.4%
Owned stores152156
17
RIP CURL PROFIT & LOSS
STABLE GLOBAL DIVERSIFIED SALES
•Total sales +3.8% YOY, helped by YOY movement in FX rates used to convert global sales to
NZD reporting currency. On a constant currency basis, total sales were –1.2% YOY.
•Wholesale sales +5.5%, with growth in Europe driven by sales mix.
•Online sales +9.1% to $45.5m, comprising 13.3% of DTC sales.
•Direct-to-consumer total Rip Curl brand store sales (incl. online, exc. Ozmosis) +5.4%, US retail
sales were a highlight, and European summer sales were strong on the back of favourable
climatic conditions.
•Ozmosis is a regional multi brand Australian retail chain owned by Rip Curl since 2011.
•Direct-to-consumer Rip Curl brand same store sales (incl. online, exc. Ozmosis) +1.3%
2 ,
Direct-
to-consumer multi-brand Ozmosis same stores sales were -5.0%
2
.
GROSS MARGIN AND OPERATING EXPENSES
•Gross margin increased +1.1% of sales, as a result of favourable channel mix and strengthening
exchange rates across key markets and input costs.
•Underlying operating expenses down on last year on a constant currency basis, with a cost
reset program helping to offset strategic growth investments and despite continued global cost
pressures, delivered underlying EBITDA growth of 12.2%.
1.Refer to Appendix 2 for a reconciliation of Statutory to Underlying results.
2.Same store sales are for the 52 full weeks ended 26 July 2026 and are measured at constant exchange rates.
538.9
550.4
571.2
11.9%
12.5%
13.3%
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
0.0
100.0
200.0
300.0
400.0
500.0
600.0
700.0
FY24FY25FY26
SALES
StoresOnline
WholesaleLicensing / Other
Online % of DTC
42.030.634.4
7.8%
5.6%
6.0%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
14.0%
0.0
5.0
10.0
15.0
20.0
25.0
30.0
35.0
40.0
45.0
FY24FY25FY26
EBITDA
EBITDAEBITDA margin
NZ $mFY26FY25Var %
SALES571.2550.43.8%
EBITDA (underlying
1
)
34.430.612.2%
EBITDA margin %
6.0%
5.6%
EBIT (underlying
1
)
15.414.37.9%
EBIT margin %
2.7%
2.6%
Owned stores166172
18
OBOZ PROFIT & LOSS
OBOZ RETURNS TO SALES GROWTH AND POSITIVE EARNINGS
•Total sales +3.8% YOY, supported by strong product introductions, improving wholesale
performance and continued online acceleration.
•Online sales recorded strong YOY growth of +11.8%, with ecommerce successfully moving onto
the group online trading platform during the second half.
•Wholesale sales +2.8% with growth led by new product introductions, seasonal flow and strong at-
once sales.
GROSS MARGIN AND OPERATING EXPENSES
•Gross margin improved +7.3% of sales reflecting favourable channel and product mix plus one-
time tariff refunds ($4.3m).
•Operating expenses were tightly controlled, with improved operating leverage versus last year.
•Note: The Kathmandu segment includes FY26 $7.1m sales of Oboz products in Kathmandu AU &
NZ stores at full vertical gross margin (FY25 $7.1m).
1.Refer to Appendix 2 for a reconciliation of Statutory to Underlying results.
79.4
76.6
79.5
0.0
20.0
40.0
60.0
80.0
100.0
FY24FY25FY26
SALES
OnlineWholesale
-0.2
-3.3
2.5
-0.3%
-4.3%
3.1%
-5.0%
-4.0%
-3.0%
-2.0%
-1.0%
0.0%
1.0%
2.0%
3.0%
4.0%
-5.0
-4.0
-3.0
-2.0
-1.0
0.0
1.0
2.0
3.0
FY24FY25FY26
EBITDA
EBITDAEBITDA margin
NZ $mFY26FY25Var %
SALES79.576.63.8%
EBITDA (underlying
1
)2.5(3.3)175.1%
EBITDA margin %3.1%-4.3%
EBIT (underlying
1
)2.0(4.2)149.2%
EBIT margin %2.6%-5.4%
19
SECTION 4
UPDATE ON
NEXT LEVEL
TRANSFORMATION
19
20
WHAT WE SAIDWHAT WE’VE DELIVEREDWHAT IS NEXT IN FY27
Reboot growth at the right
level of profitability
✓Grew revenue +6.5% YOY and continued effective gross margin
management for all brands despite challenging macro conditions.
✓Reset of International Operations for all three brands.
►Deliver sustainable brand sales growth and continued gross margin
expansion.
►Drive new Kathmandu international distributor model.
Reset strategy on three core
brands
✓Faster product innovation, speed to market and storytelling, sharper
channel right assortments.
►Scaling product-led growth and channel discipline to build sustained brand
momentum and margin improvement.
Cost reset in FY26
✓Delivered $27.5m cost savings in FY26, OPEX -0.2% on constant currency
basis.
✓Strategic growth investments moderated to $8.7m in year with ROI focus.
►Continued assessment for simplification and cost savings including
offshoring.
►Maintain cost growth in line with inflation.
Store profitability
✓Delivered on 17 closures in FY26. 11 in Rip Curl and 6 in Kathmandu.
►On-going evaluation of stores against clear criteria to determine optimal
profitability and ROI for store portfolio. 10 Rip Curl and 5 Kathmandu in
FY27.
Improved inventory
management
✓Inventory mix improved in FY26 while managing global supply chain
disruption.
►Working capital investment significantly lower than FY26 driving operating
cashflow generation and further deleveraging.
Review non-core assets
✓Wind down of OnSmooth, first production run in partner wetsuit factory
completed.
►OnSmooth wind down completion in FY27.
►Right-sizing of Ozmosis post business review.
DELIVERING CRITICAL PROOF POINTS IN YEAR 1 OF NEXT
LEVEL TURNAROUND
21
•Connected consumer experiences
•Authentic products
•Iconic franchises
•Distinctive design and style
•Accelerated go-to-market
•Commercially oriented
1
A brand and product-led
offence
‘NEXT LEVEL’ TURNAROUND IS ON TRACK
Enabled through intelligent
decisions and processes
•Brand decisions are informed and
supported by data-driven shared services
•Efficient, scalable processes
across the portfolio, incl. supply chain
excellence
•Technology-enabled system integration
2
That delivers sustainable
profitability
•Cost justified by growth guardrails
•On-going focus on simplification
•Portfolio-wide capital allocation
ROI prioritised
•Optimised for shareholder returns
3
22
•Growth across all Apparel and Equipment
•Collaborations, Limited Edition and Quick to
Market Product Launched
•NZOC Partnership Milano-Cortina and Glasgow
•Store Network Review: 6 Store Closures
•Substantial Store Profitability Improvements
•Exited Direct International Operations
•New Distributor Markets Signed
•Improved Operating Leverage
•Improvements in Conversion and Average
Transaction Value in store and online
•8.2% Same Store Sales Growth
•Trailhead Pack: ISPO Award
•XT Jacket and Pack: ISPO Award
•Improved Brand Strength
INITIATIVES TO DRIVE NEXT LEVEL AT KATHMANDU
BRAND
STRATEGY
WHAT HAS BEEN DONEWHAT IT ENABLES
Accelerated product
strategy
•Enhanced seasonal product assortment
•Limited-quantity ranges on faster timelines
✓Product relevance, brand buzz and
faster trend response
Brand storytelling &
innovation
•Innovation embedded in seasonal launches
•XT Series product launched
•Next-gen concept store rollout completed
✓Authentic positioning across
outdoor and adventure categories
Profitable channel
mix / Integrated
Marketplace
•Improved pricing and markdown strategy
•Assortment alignment to store segmentation
✓Reset consumer expectations on
product and brand value
✓Optimised store network for
profitability
•Digital platform re-engineered
•Ship from store and Click and Collect launched
✓More efficient online sales and
accelerated revenue growth
International
Strategy
•Shift to distributor-led and digital expansion
•Priority markets identified
✓Capital light new market opportunity
Strong capability
•Established leadership team and capability mix in place
•Investment in store staff training
✓Confidence in strategic and
operational execution
FY26 SUCCESS MEASURES
22
1
23
FUNDAMENTAL METRICS THAT UNDERPIN OUR
TRANSFORMATION
+11.1%
TOTAL SALES
YOYdespite
fewer stores
+8.2%
SAME-STORE
SALES
Including online
+105.7%
EBIT
GROWTH
RIGHT STORES
IN RIGHT
LOCATIONS
PRODUCT
STRATEGY AND
INNOVATION
KMD Brands evaluation criteria:
•Geographic alignment with
strategy
•Connect brand store
segmentation and category
vision
•Threshold profitability
•Continue to ground product in
authentic and technical
performance
•Product assortment aligned to
store segmentation
•Increasing focus on core ranges
and return to growth in footwear
with OTB investment
DEMAND
STORE TRAFFIC
CONVERSION
UPT
ATV
INSULATION CATEGORY
BASKET QUALITY
PRODUCT MIX
STORE MIX
ALL FOCUS CATEGORIES
STORES THAT MEET
PROFITABILITY HURDLES
24
BRAND
STRATEGY
WHAT HAS BEEN DONEWHAT IT ENABLES
Next Gen brand reset
•“Next Gen” focus across product, brand and athletes
•Sharpened positioning around The Search relaunch
✓Clear, authentic surf brand with
modern appeal
Growth beyond core
•Expanded from surf-only to surf + beach lifestyle
•Trialled women-focused stores (e.g. Bondi)
✓Alignment of product and beach
distribution
Return US to
profitability
•Resized North American operations
•Store closures and costs base reduction
✓Stable, profitable, US business
anchored by Hawaii
Digital uplift
•Rebuilt online platform
•Reset digital capability and operating model
✓Higher online sales efficiency and
lower costs
Product simplification
•Innovation focused on core surf categories
•Centralised product engine and reduced SKUs by +2000
✓Clearer product DNA and lower
COGS
Increased digital traffic, especially on more
youthful platforms (e.g. TikTok). Higher sales
mix from youth customers connected to Next
Generation product injections
13% comp-store sales growth in Hawaii in
FY26
Beach-segmentation stores materially
outperformed core-segmentation stores on a
like-for-like basis across Australia and the USA
INITIATIVES TO DRIVE NEXT LEVEL AT RIP CURL
Online was best-performing channel in FY26,
led by double digit growth in ANZ; growth
accelerated through Q4
Material reduction (~20%) in style counts;
increase in average volume
FY26 SUCCESS MEASURES
24
1
25
25
BRAND
STRATEGY
WHAT HAS BEEN DONEWHAT IT ENABLES
More with the core
•Accelerated Core innovation led by Sawtooth Ascent;
advanced Sawtooth LT for SS27
✓Modernises and strengthens the
Core Hike franchise
Accelerate ‘fast’
category
•Advanced next-gen Fast Hike through Katabatic II
✓Aligns with demand for lighter, faster
trail products and adds Trail
Running as an adjacent growth
category
•Launched re-entry into Trail Running
Products that open
all-terrain
opportunities
•Expanded All-Trail through Bozeman II
✓More consumer entry points and
use occasions
•Activated ‘Re-wild’ Vault and broadened consumer
engagement
✓Greater cultural relevance around
the brand
Channel diversity
•Sharpened priority account and channel focus
•Refined assortments to build a stronger growth foundation
✓Improves channel productivity
✓Creates a more intentional path to
growth
Digital uplift
•Launched Shopify and transitioned performance marketing
✓Stronger direct consumer engine
✓Improved traffic, acquisition,
experience and conversion
INITIATIVES TO DRIVE THE NEXT LEVEL AT OBOZ
• FY26 wholesale sales growth
• Priority account performance improved
• Focused assortments; better productivity
• Katabatic Storm: ISPO Award
• LT Low GTX: top-five eCommerce style
• Katabatic II: SS27 sell-in at plan
• Marketing transition + funnel strategy complete
• Shopify launched in March
• eCommerce +30% YOY in five months
• Ascent: sell-in / sell-through growth
• REI launch accelerated; FY27 plan set for FW26
• Sawtooth LT: SS27 sell-in
Return to positive EBITDA
• Bozeman II: #1 eCommerce / 90 days
• Sawtooth II +15%
• Gorp Girls bought to sell out, sold out <48h
across eComm + wholesale
FY26 SUCCESS MEASURES
25
1
26
DISCIPLINED OPERATIONS AND EXECUTION
2
WHY
FY26 OUTCOMES
ONLINEAS A
GROWTH
DRIVER
TECHNOLOGY
& SYSTEMS
Modern, fit for purpose
systems that enable our
growth trajectory
INVENTORY
EFFICIENCY
Right product, right time,
right locations
Migrated Rip Curl and
Oboz to the Shopify
platform
Successful
implementation of the
Group ERP at Rip Curl
Launched HRM across all
brands and regions
Enhanced reporting via
business intelligence tooling
to optimize inventory
Ongoing enhancement of
our performance
marketing capabilities
Successful trial of ‘Ship from
Store’, and the roll out of
Click & Collect
Achieved targeted
reduction in Rip Curl’s
product range by
removing 2,000+ SKUs
Trialed AI-enabled
inventory management tool
Improved terms with
manufacturers and
negotiated efficiencies on
freight and logistics
Digital revenue growth is
our largest revenue
opportunity
27
COST SAVINGS OVER-DELIVERED WHILE INVESTING IN
STRATEGIC GROWTH
3
27.5
8.7
17.9
0
520
530
540
550
FY25 Opex
Cost Reduction
Growth
Investment
CODB
Inflation
FY26 Opex
541.6
540.3
Opex profile change $m; FY25-FY26
constant currency basis
WHAT WE SAID WE WOULD DOWHAT WE DID
COST RESET
GROWTH
INVESTMENT
COST OF
DOING
BUSINESS
(CODB)
•Cost reset across the portfolio
•Major initiatives include organisational
structure, marketing and store optimisation and
DC consolidation
Target ~$25m
Target ~$15m
Overdelivered with $27.5m
in cost savings
•Focus on both short and medium-term growth
•Maintain flexibility in investment allocation, with
stage-gated approach based on growth hurdle
rates
•Investments focused on online reset, product
innovation, store network performance and
capacity to support business execution
Reduced strategic
investments to $8.7m with
store & digital investment
held back
Cost inflation successfully
managed at
3% despite
inflationary headwinds
•Hold baseline cost inflation at less than 3% pa
despite embedded retail lease increases and
store wage award increase
28
Store fleet segmentation continues into FY27
FY26
STORES
318
NET STORE
MOVEMENT IN FY26
-10
NET STORE
MOVEMENT IN FY27
-10
FY26
OPENINGS
+2
FY27 TARGETED NET MOVEMENT
- 5- 5
FY26
CLOSURES
-6
FY27 TARGETED NET MOVEMENT
FY26
OPENINGS
FY26
CLOSURES
+5
-11
STORE NETWORK
Next Generation
flagship store
program
completed in
FY26
29
SECTION 5
FY27 TRADING AND
OUTLOOK
29
30
TRADING UPDATE
30
Direct-to-consumer same store sales (including online) year on year (“YOY”) on a constant
currency basis¹ for the first 7 weeks from Monday 27
th
July to Sunday 13
th
September 2026
in a seasonally non-significant trading period:
•Kathmandu +7.4% YOY, supported by strong growth in New Zealand, and online channels.
•Rip Curl +1.0% YOY. Rip Curl brand stores +4.0% YOY and Ozmosis multi brand stores
-12.1% YOY. Rip Curl brand stores grew across multiple geographies and online, while
Ozmosis multi brand stores experienced difficult trading conditions due to product
assortment challenges.
1.Sales results for the7 full trading weeks from Monday 27 July 2026 to Sunday 13 September 2026 include online
and are sourced from BI reports and measured at constant currency YOY.
31
OUTLOOK AND FY27 GUIDANCE
Outlook
The Group remains focused on delivering continued performance improvement in FY27 compared to prior year.
FY27 Guidance
•Kathmandu sales momentum expected with seasonally relevant product flow and enablement of online fulfilment.
•Rip Curl sales are expected to benefit in H1 from first deliveries of ‘Next Gen’ designed product in market for Australian
peak trade. Ozmosis remediation plan in place including closure of five underperforming stores.
•Rip Curl and Oboz wholesale order book consistent with prior year with ongoing management of dynamic shipping
environment.
•Group gross margin expansion is anticipated benefiting from FX hedging already in place and strategic price increases.
•EBITDA reflects revenue expectations with a further $10m of annualised cost saving initiatives already underway to
mitigate inflationary pressure. These cost initiatives for FY27 were taken to ensure the business maintains its EBITDA
growth trajectory in a challenging global consumer operating environment.
•The Group continues to focus on the optimisation of its store network as part of the Next Level integrated marketplace
strategy. Capital expenditure is reduced as technology projects moderate and targeted store CAPEX is prioritised.
Depreciation is expected to be in the range of $40 - $41m.
1.Subject to no adverse change in operating conditions, including future economic headwinds and AUD/NZD exchange rates impacting NZD reporting currency. Guidance is underlying and excludes one-off
items and is inclusive of probability weighted short-term management incentives ($6m).
SALES1,055 - 1,075
EBITDA52 - 55
CAPEX15 - 16
NZ $mFY27 guidance¹
32
BUSINESS REVIEW CONCLUSION AND OUTCOMES
KMD Brands has made significant progress in strengthening and simplifying the Group, and the Board remains confident that disciplined execution of
the Next Level strategy provides a clear pathway to improved performance and shareholder value as demonstrated by FY26 operating performance.
As part of the comprehensive business review initiated in May 2026, the Board has considered the Group’s portfolio, capital requirements and a
range of potential value-creation opportunities. The review was undertaken with independent financial advisory from Deloitte and Barclay & Co, and
legal advice from Chapman Tripp. The review was conducted objectively and without a predetermined outcome.
The review resulted in actions to simplify the Group and enhance its financial flexibility. These include the decision to divest the Group’s
manufacturing facility in Southeast Asia. The Group also tested external interest in Rip Curl’s multi-brand retail chain, Ozmosis. No proposal emerged
that offered greater value than continuing to rationalise the chain and improve the profitability of the remaining store fleet. The review also included a
commitment to ongoing cost reduction through the immediate offshoring of select Group shared services.
Throughout the review process, the Board has received and considered a number of indicative approaches from external parties and has determined
that further engagement with a limited number of those parties is appropriate. Consistent with its responsibilities to shareholders, the Board will
assess whether any proposal could deliver greater value than continued execution of the Group's Next Level strategy. The approaches are indicative,
non-binding and incomplete, no decision has been made, and there is no certainty that any proposal or transaction will result.
This engagement does not change the Group’s strategy, priorities or day-to-day focus. Management remains focused on delivering the FY27 plan,
improving profitability, generating free cash flow and reducing leverage. The Board will continue to support execution of the strategy while carefully
assessing any credible alternative that may deliver superior shareholder value and will update the market in accordance with its continuous disclosure
obligations.
33
QUESTIONS
34
APPENDICES
35
APPENDIX 1: STATUTORY TO UNDERLYING PROFIT AND LOSS
1.Statutory results include the impact of IFRS 16 leases. The impact of IFRS 16 is excluded from Underlying results.
2.Restructuring and organisational change was undertaken in FY25 and FY26. These one-off costs have been excluded from Underlying results.
3.IFRIC Software as a Service (“SaaS”) capitalisation adjustments have been excluded from Underlying results.
4.Notional amortisation of Rip Curl and Oboz customer relationships are excluded from Underlying results.
5.Intangible asset impairments $462.4m (FY25: $45.4m), Other asset impairment and onerous contracts $0.6m (FY25: $16.5m).
GROUPFY26FY25
SaaSAmortisationImpairment andSaaSAmortisationImpairment and
NZ $mStatutory
IFRS 16
Leases
1
Restructuring
2
Capitalisation
Adjustments
3
of Customer
Relationships
4
onerous
contracts
5
UnderlyingStatutory
IFRS 16
Leases
1
Restructuring
2
Capitalisation
Adjustments
3
of Customer
Relationships
4
onerous
contracts
5
Underlying
SALES
1,053.0 - - - - - 1,053.0 989.0 - - - - - 989.0
GROSS PROFIT
607.2 - - - - - 607.2 559.3 - - - - - 559.3
Gross margin57.7%57.7%56.5%56.5%
OPERATING EXPENSES
(930.8) (111.5) 11.7 2.4 - 463.0 (565.2) (508.7) (103.7) 6.1 2.9 - 61.9 (541.6)
% of Sales88.4%53.7%51.4%54.8%
EBITDA
(323.6) (111.5) 11.7 2.4 - 463.0 42.0 50.5 (103.7) 6.1 2.9 - 61.9 17.7
EBITDA margin %-30.7%4.0%5.1%1.8%
EBIT
(455.1) (18.5) 12.4 2.4 3.3 463.0 7.5 (80.5) (11.2) 6.1 2.9 3.7 61.0 (18.0)
EBIT margin %-43.2%0.7%-8.1%-1.8%
NPAT
(414.4) (1.2) 8.8 1.7 2.3 393.8 (9.0) (93.6) 2.6 4.3 2.0 2.6 53.8 (28.3)
36
APPENDIX 2: SEGMENT NOTE
1.Statutory results include the impact of IFRS 16 leases. The impact of IFRS 16 is excluded from Underlying results.
2.Restructuring and organisational change was undertaken in FY25 and FY26. These one-off costs have been excluded from Underlying results.
3.IFRIC Software as a Service (“SaaS”) capitalisation adjustments have been excluded from Underlying results.
4.Notional amortisation of Rip Curl and Oboz customer relationships are excluded from Underlying results.
5.Intangible asset impairments $462.4m (FY25:$45.4m), Other asset impairment and onerous contracts $0.6m (FY25: $16.5m).
FY26FY25FY26
SALES (NZ $'000)Rip CurlKathmanduObozCorporateTotalRip CurlKathmanduObozCorporateTotal
SALES per segment note
571,201 402,277 79,541 - 1,053,019 550,444 361,940 76,631 - 989,015
SALES (Underlying)
571,201 402,277 79,541 - 1,053,019 550,444 361,940 76,631 - 989,015
EBITDA (NZ $'000)Rip CurlKathmanduObozCorporateTotalRip CurlKathmanduObozCorporateTotal
EBITDA per segment note
(205,173) (69,217) (34,267) (14,974) (323,631) 65,116 48,961 (48,821) (14,710) 50,546
IFRS 16 Leases
1
(48,581) (62,296) (587) - (111,464) (46,432) (56,745) (550) - (103,727)
Restructuring
2
8,534 1,416 572 1,201 11,723 2,451 (91) 284 3,438 6,082
SaaS Capitalisation Adjustments
3
- - - 2,413 2,413 - - - 2,903 2,903
Amortisation of Customer Relationships
4
- - - - - - - - - -
Impairment and onerous contracts
5
279,573 146,226 36,736 437 462,972 9,494 6,560 45,818 - 61,872
EBITDA (Underlying)
34,353 16,129 2,454 (10,923) 42,013 30,629 (1,315) (3,269) (8,369) 17,676
EBIT (NZ $'000)Rip CurlKathmanduObozCorporateTotalRip CurlKathmanduObozCorporateTotal
EBIT per segment note
(267,784) (136,744) (35,436) (15,168) (455,132) 4,224 (19,336) (50,532) (14,887) (80,531)
IFRS 16 Leases
1
(8,715) (9,779) (35) - (18,529) (4,676) (6,539) 53 - (11,162)
Restructuring
2
9,236 1,416 572 1,201 12,425 2,451 (91) 284 3,438 6,082
SaaS Capitalisation Adjustments
3
- - - 2,413 2,413 - - - 2,903 2,903
Amortisation of Customer Relationships
4
3,131 - 211 - 3,342 3,483 - 209 - 3,692
Impairment and onerous contracts
5
279,573 146,226 36,736 437 462,972 8,831 6,363 45,818 - 61,012
EBIT (Underlying)
15,441 1,119 2,048 (11,117) 7,492 14,313 (19,603) (4,168) (8,546) (18,004)
37
APPENDIX 3: CONSTANT CURRENCY
PROFIT & LOSS
1.Refer to Appendix 1 for a reconciliation of Statutory to Underlying results.
2.Constant Currency Underlying results are calculated by consolidating FY26 global local currency Underlying results at FY25 FX conversion rates.
3.FY26 NZD/AUD conversion rate 0.856 (FY25 0.913), FY26 NZD/USD conversion rate 0.583 (FY25 0.591).
37
KMD BRANDS
Underlying
1
Underlying
at Constant Currency
2
NZ $m
3
FY26FY25Var %FY26FY25Var %
SALES1,053.0989.06.5%1,006.2989.01.7%
GROSS PROFIT607.2559.38.6%579.3559.33.6%
Gross margin57.7%56.5%57.6%56.5%
OPERATING EXPENSES(565.2)(541.6)4.4%(540.3)(541.6)(0.2%)
% of Sales53.7%54.8%53.7%54.8%
EBITDA42.01317.676137.7%39.117.7121.0%
EBITDA margin %4.0%1.8%3.9%1.8%
EBIT7.5(18.0)141.6%6.1(18.0)133.9%
EBIT margin %0.7%-1.8%0.6%-1.8%
NPAT(9.0)(28.3)68.4%(9.6)(28.3)65.9%
38
979.8
1,103.0
979.4
989.0
1,053.0
FY22FY23FY24FY25FY26
SALES BY REGION (NZ $m)
AustraliaNew ZealandNorth AmericaEuropeRest of World
SALES MIX FY26
APPENDIX 4: DIVERSIFIED SALES
54%
Rip Curl
38%
Kathmandu
8%
Oboz
BY
BRAND
61%
Retail
11%
Online
27%
Wholesale
1%
Licensing / Royalties
BY
CHANNEL
51%
Australia
11%
New Zealand
21%
North
America
11%
Europe
6%
Rest of World
BY
REGION
39
EUROPE
~$115m Sales
32 Owned Stores
10 Licensed Stores
~1,900 Wholesale Doors
We operate over 300 stores globally, and our brands are sold in over 8,000 locations
NORTH AMERICA
~$220m Sales
26 Owned Stores
27 Licensed Stores
~3,900 Wholesale Doors
Global office locations
AUSTRALASIA
~$650m Sales (82% Australia)
254 Owned Stores
20 Licensed Stores
~900 Wholesale Doors
ASIA
~$40m Sales
72 Licensed and JV stores
~300 Wholesale Doors
SOUTH AMERICA
~$15m Sales
6 Owned Stores
107 Licensed Stores
~800 Wholesale Doors
AFRICA / MIDDLE EAST
37 Licensed Stores
APPENDIX 5: GLOBAL REACH AND DIVERSIFICATION
40
APPENDIX 6: KMD BRANDS STRATEGY HOUSE FY26 - FY28
41
APPENDIX 7: OUR FINANCIAL AMBITION OVER OUR THREE
YEAR JOURNEY
GROSS
MARGIN
OPERATING
EXPENSE
% OF SALES
EBITDA
2
MARGIN
NET WORKING
CAPITAL
% OF SALES
~60%<50%10%+<16%
1.Prior period restatement (Jul-23 / Jul-24): following an accounting system change at the Group’s wetsuit manufacturer, production labour and overhead costs have now been mapped to cost of sales. There was no impact on the Group’s EBITDA or net profit.
2.Refer to Appendix 1 for a reconciliation of Statutory to Underlying results.
58.3%
58.4%
56.5%
57.7%
60.0%
Jul 23Jul 24Jul 25Jul 26Target
Jul 28
GROSS MARGIN
1
% of sales
48.7%
53.2%
54.8%
53.7%
50.0%
Jul 23Jul 24Jul 25Jul 26Target
Jul 28
OPERATING EXPENSES
1,2
% of sales
>>
9.6%
5.1%
1.8%
4.0%
10.0%
Jul 23Jul 24Jul 25Jul 26Target
Jul 28
EBITDA MARGIN
2
% of sales
>>
19.9%
20.3%
15.9%
18.7%
16.0%
Jul 23Jul 24Jul 25Jul 26Target
Jul 28
NET WORKING CAPITAL
% of sales
>>
>>
42
TERMDEFINITION
Net Working CapitalInventories plus current trade and other receivables less current trade and
other payables.
NPATNet profit after tax.
Same store salesFY25 same store sales are for the 52 full weeks ended 27 July 2025 and
are measured at constant exchange rates. Measures the year-on-year
sales percentage variance for retail and online stores that traded for
comparable days in both this year and last year.
Stock TurnsCost of sales divided by average inventories year-on-year. Measured on a
rolling 12-month basis.
Underlying EBITEBIT excluding the impacts of IFRS 16 leases, restructuring, software as
a service accounting, the notional amortisation of customer relationships,
impairment and onerous contracts. Refer to Appendix 1 for a full
reconciliation of Statutory to Underlying results.
Underlying EBIT
Margin
Underlying EBIT divided by sales.
Underlying EBITDAEBITDA excluding the impacts of IFRS 16 leases, restructuring, software
as a service accounting, impairment and onerous contracts. Refer to
Appendix 1 for a full reconciliation of Statutory to Underlying results.
Underlying EBITDA
Margin
Underlying EBITDA divided by sales.
Underlying
Operating Expenses
Operating expenses excluding the impacts of IFRS 16 leases,
restructuring, software as a service accounting, impairment and onerous
contracts. Refer to Appendix 1 for a full reconciliation of Statutory to
Underlying results.
YOYYear-on-year.
GLOSSARY
TERMDEFINITION
DTC salesDirect-to-consumer sales. Includes all sales from retail stores, online
stores and marketplaces.
EBITEarnings before interest and tax.
EBITDAEarnings before interest, tax, depreciation, and amortisation.
Financial GuardrailsThe Group has financial guardrails that guides shareholder value creation,
optimal capital structure and capital allocation. The guardrails have four
pillars supported by measurable targets, aligned with those of
shareholders. Refer to slide 28 for further detail.
Fixed Charge Cover
Ratio (FCCR)
The sum of underlying EBITDA and rent divided by the sum of underlying
rent and net finance costs excluding FX. Measured on a rolling 12-month
basis.
Leverage RatioNet debt divided by underlying EBITDA (per covenant measurement
definitions). Measured on a rolling 12-month basis.
n.m.Not meaningful.
Net DebtInterest bearing liabilities less cash and cash equivalents (excluding IFRS
16 leases).
Net Debt to EquityNet debt divided by the sum of net debt and equity.
Net Income Taxes
Paid
Income tax paid less income tax received.
Net Interest PaidInterest paid less interest received. Adjusted for impacts of IFRS 16
leases.
43
IMPORTANT NOTICE AND DISCLOSURE
This presentation prepared by KMD Brands Limited (the “Company” or the “Group”)
(NZX/ASX:KMD) provides additional comment on the financial statements of the Company, and
accompanying information released to the market. As such, it should be read in conjunction with
the explanations and views in those documents.
This presentation is not a prospectus, investment statement or disclosure document, or an offer
of shares for subscription, or sale, in any jurisdiction.Past performance is not indicative of future
performance and no guarantee of future returns is implied or given.
The information contained in this presentation is not investment or financial product advice and is
not intended to be used as the basis for making an investment decision. This presentation has
been prepared without taking into account the investment objectives, financial situation or specific
needs of any particular person. Potential investors must make their own independent assessment
and investigation of the information contained in this presentation and should not rely on any
statement or the adequacy or accuracy of the information provided.
This presentation includes certain “forward-looking statements” about the Company and the
environment in which the Company operates. Forward-looking information is inherently uncertain
and subject to contingencies, known and unknown risks and uncertainties and other factors,
many of which are outside of the Company’s control, and may involve significant elements of
subjective judgement and assumptions as to future events which may or may not be correct. A
number of important factors could cause actual results or performance to differ materially from
the forward-looking statements. No assurance can be given that actual outcomes or performance
will not materially differ from the forward-looking statements. The forward-looking statements are
based on information available to the Company as at the date of this presentation.
To the maximum extent permitted by law, none of the Company, its subsidiaries, directors,
employees or agents accepts any liability, including, without limitation, any liability arising out of
fault or negligence, for any loss arising from the use of the information contained in this
presentation. In particular, no representation or warranty, express or implied, is given as to the
accuracy, completeness or correctness, likelihood of achievement or reasonableness of any
forecasts, prospects, statement or returns contained in this presentation. Such forecasts,
prospects, statement or returns are by their nature subject to significant uncertainties and
contingencies. Actual future events may vary from those included in this presentation.
The statements and information in this presentation are made only as at the date of this
presentation unless otherwise stated and remain subject to change without notice. Some of the
information in this presentation is based on unaudited financial data which may be subject to
change. Information in this presentation is rounded to the nearest hundred thousand dollars,
whereas the financial statements of the Company are rounded to the nearest thousand dollars.
Rounding differences may arise in totals, both dollars and percentages.
All intellectual property, proprietary and other rights and interests in this presentation are owned
by the Company.
All currency amounts in this presentation are in NZD unless stated otherwise.
---
Annual Report 2026
CONTENTS
PERFORMANCE
FY26 performance ...................04
Letter from the Chairman ....06
Letter from the CEO ...............08
02
10263688
STRATEGY
Our bold new
transformation strategy .........12
Kathmandu
brand performance ....................14
Rip Curl
brand performance ....................18
Oboz
brand performance ...................22
GROUP OVERVIEW
Our company................................28
Global footprint ...........................30
Board of Directors .....................32
Executive team ...........................33
ESG strategy ................................34
FINANCIAL REPORT
Financial statements ...............38
Auditor's report ..........................84
ADDITIONAL DISCLOSURES
Corporate Governance
Statement .....................................90
Company information ..............111
Directory ........................................116
KMD Brands acknowledges Tangata
Whenua, the Indigenous Nations,
First Peoples and Custodians of the
lands and waterways on which our
brand head offices reside in New
Zealand, Australia and the United
States. We pay our respects to their
Elders past and present.
01
PERFORMANCE
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
02 KMD Brands Annual Report 2026
03
03
FY26 performance overview
SALES MIX FY26
By
brand
54%
Rip Curl
38%
Kathmandu
8%
Oboz
KATHMANDU
SALES MIXTOTAL SALES
NZD
$402.3m
ONLINE SALES
NZD
$57.1m
representing 14.3% of
direct-to-consumer sales
OBOZ
SALES MIX
RIP CURL
27%
Wholesale
1%
Licensing / Royalties
11%
Online
61%
Retail
By
channel
By
region
51%
Australia
11%
New Zealand
21%
North
America
11%
Europe
6%
Rest of world
Wholesale 1%
Online 12%
Online 8%
North America 24%
Wholesale 37%
Online 14%
Retail 85%
Wholesale 88%
Retail 52%
AU & NZ 44%
Licensing/ Royalties 3%
Channel
Channel
Channel
International 10%
Rest of World 12%
New Zealand 27%
Canada 7%
Europe 20%
Australia 73%
USA 83%
Region
Region
Region
TOTAL SALES
NZD
$79.5m
TOTAL SALES
NZD
$571.2m
ONLINE SALES
NZD
$9.8m
+11.8% above last year
ONLINE SALES
NZD
$45.5m
representing 13.3% of
direct-to-consumer sales
SALES MIX
1. Statutory results include the impact of IFRS 16 leases. The impacts of IFRS 16, restructuring, software as a service accounting, the notional amortisation of
customer relationships, impairment and onerous contracts have been excluded from Underlying results. Refer to Appendix 1 of the FY26 Results Presentation for a
reconciliation of Statutory to Underlying results.
$1,053.0m
Total sales
$989.0m
Total sales
57.7%
Gross margin
56.5%
Gross margin
-$9.0m
Underlying NPAT Loss
-$28.3m
Underlying NPAT Loss
FY25
Statutory NPAT Loss
Bank facility headroom
-$414 .4m
Statutory NPAT loss
-$93.6m
FY25
c. $235m
$52.8m
FY25
$42.0m
Underlying EBITDA
1
Underlying EBITDA
1
$17.7m
FY25
NET DEBT BALANCE
$48.1m
c. $147m
Bank facility headroom
FY25
FY25
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
05
04 KMD Brands Annual Report 2026
Letter from the Chairman
Philip Bowman
Chairman – appointed May 2026, succeeding David Kirk
Dear Shareholders,
Welcome to the KMD Brands Annual
Report for FY26.
I was appointed Chairman in May 2026 following the
resignation of David Kirk, and during a period of significant
challenge and change for KMD Brands. My priorities have
been straightforward: to strengthen communication with
shareholders; to evaluate options to improve returns for
shareholders; to refresh the Board; to set clear priorities
and to monitor execution against these priorities; and to
support and challenge Management’s disciplined execution
of the Next Level turnaround strategy.
The year in review
With challenging economic and trading conditions, FY26
proved more difficult than forecast. Our global footprint
meant we were impacted by a range of external factors,
with the nature and extent of these challenges varying
across our markets. Geopolitical instability disrupting
supply chains and increasing costs, unseasonably warmer
weather, and weaker consumer confidence provided
significant headwinds. In Australia and New Zealand,
discretionary consumer spending was weak, particularly
in our key markets of New Zealand and latterly in
Australia, resulting in lower customer footfall, greater price
competition, and higher promotional activity.
Against this difficult backdrop, KMD Brands returned to
growth, delivering improved sales and a significant increase
in EBITDA compared with FY25. While Oboz returned
to profitability and Kathmandu regained momentum in
Australia and New Zealand following strategic investments
in product and digital capability, Rip Curl performed below
expectations. In response, Management has made a
number of strategic decisions to reset the brand, including
strengthening digital capability and the introduction of
new product assortments which should support improved
performance in FY27.
The Group also made progress in improving operational
efficiency and positioning the business for long-term
growth. During the year, Management strengthened
foundations by closing a number of loss-making stores,
improving store profitability, reducing complexity and
cost of operations, and investing in digital and product
capabilities. While further work remains, these initiatives are
creating a more focused, efficient and simplified business
as KMD Brands enters FY27.
Strengthening the Group
A key priority for the Board during FY26 was strengthening
the company’s financial position. KMD Brands refinanced
its banking facility ahead of the expiry of the existing
facility and to support this refinancing completed a fully
underwritten equity raising, albeit at a very deep discount
to market. These actions provide a more stable capital
structure to support the ongoing execution of the Next
Level turnaround strategy. However, even after these
steps the balance sheet remains significantly more highly
leveraged than most retail peers.
The equity raising resulted in a significant dilution for
existing shareholders. The Board reflected on this when
assessing the transaction understanding that many
shareholders would find the terms difficult. As a result
the capital raise was structured in a way that existing
shareholders could not only “follow their money” but also
bid for additional new shares to maintain or increase their
percentage equity position.
Given the loss reported for the year the Board has not
declared a final dividend for FY26 and is not intending to
pay one for FY27.
Business review conclusions and outcomes
In May, while Management remained firmly focused on
improving the Group’s performance by implementing the Next
Level turnaround plan, the Board initiated a comprehensive
business review to assess other opportunities to accelerate
the realisation of shareholder value.
The review examined the Group’s portfolio, capital
requirements and a range of potential value-creation
opportunities, with independent financial and legal
advisers appointed to support the process. This review
was comprehensive, with no areas excluded and no
predetermined outcome.
An early decision was to divest the Group's manufacturing
facility in Southeast Asia. The transaction will support a
simpler operating model and enhance financial flexibility
through property proceeds and the release of working
capital. Management also initiated an externally supported
process to assess interest in a divestment of the Ozmosis
chain of multi-brand retail stores. No expressions of interest
provided better value than the counterfactual of continuing
to rationalise the store portfolio to eliminate loss making
outlets and improve the profitability of the remaining stores.
During the review process, the Board has received and
considered a number of expressions of interest from
external parties to purchase brands or the entire company.
After careful analysis and consideration it has determined
that further engagement with a limited number of these
parties is appropriate. Consistent with its responsibilities to
shareholders, the Board will assess whether any proposal
can deliver greater value than the continued execution of the
Group's Next Level strategy. At this time these expressions
of interest are indicative, non-binding and incomplete with no
certainty that any binding proposal or transaction will result.
Against this background management remains focused on
delivering the FY27 plan, improving profitability, generating
free cash flow and reducing leverage. The Board will
continue to support execution of the strategy while carefully
assessing any credible alternative that may deliver superior
shareholder value and will update the market in accordance
with its continuous disclosure obligations.
Governance and leadership
FY26 was also a year of renewal for the Board. On behalf
of the Directors, I would like to thank David Kirk and Zion
Armstrong for their contributions over their time on
the Board.
John Strowger and Ian Morrice joined the Board in
July and August 2026 respectively, strengthening
the Board’s experience and capabilities. John brings
extensive experience in corporate law, capital markets
and governance. Ian brings deep retail, transformation,
and operations experience gained across New Zealand,
Australia, the United Kingdom and the United States.
The Management team also continued to evolve during
FY26, with deeper expertise across consumer brands,
retail operations, finance and business transformation.
Engagement with shareholders increased during
FY26, and since my appointment I have valued these
discussions and the feedback received. Shareholders
have been consistent in their expectations: improved
performance, no surprises, stronger accountability, and
better communication.
Outlook
Global conditions remain uncertain with the ongoing
stalemates between the USA and Iran in the Gulf of
Hormuz, and between Russia and Ukraine. Consumer
confidence remains weak in many markets and has
fallen rapidly in Australia following the May 2026 Federal
Budget. However, our priorities remain to improve
profitability and generate free cash flow in order to
reduce leverage. The Board continually challenges
the Next Level turnaround plan and believes that this
framework will progressively deliver improved results.
Management’s focus in FY27 is on disciplined delivery of
initiatives and improved results. Maximising shareholder
value remains the priority of the Board.
On behalf of the Board, I would like to thank Brent
Scrimshaw for his leadership, energy, enthusiasm, and
relentless dedication. I also extend my thanks to the
wider Leadership team and all employees across KMD
Brands during a very demanding year, with significant and
often painful changes being made across the business.
I would also like to thank my Board colleagues for their
substantial time commitment, ongoing analysis, and input,
as well as their constructive challenge and support of
management throughout the year.
Finally, to you our shareholders, thank you for your
continued support of KMD Brands through these difficult
times. We look forward to updating you on our progress
over the coming year.
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
06 KMD Brands Annual Report 2026
07
Letter from the CEO
Brent Scrimshaw
Group CEO and Managing Director
Dear Shareholders,
FY26 was a year of significant change for KMD Brands.
At our Investor Day in September 2025, we launched ‘Next
Level’, our three-year turnaround strategy to unlock the full
potential of our brands and return the Group to sustainable,
profitable growth.
At the heart of Next Level is a simple belief: great brands
win when they understand their consumer and deliver
distinctive products and experiences that excite and
engage them. That means accelerating product innovation,
using technology and data to improve our decision-making,
and operating with the discipline required to deliver
sustainable profitability.
Twelve months on, we’ve made meaningful progress
against these priorities. We’ve strengthened product
and marketing, invested responsibly in innovation and
technology, simplified the business, and improved
financial performance.
Resetting the foundations
We believe our brands must be built on great product.
Product that is innovative and distinctive, giving
consumers a reason to choose us for our benefits,
not just our price point.
That belief has been at the heart of the most significant
work undertaken in FY26. Across each brand, we
simplified complex product lines and sharpened our
focus on innovation, seasonal flow and storytelling.
At Kathmandu, we reset the innovation pipeline,
grounding the brand in technical outdoor performance,
contemporary design and speed to market. This
included the launch of the XT Series advanced hiking
range, which won two global ISPO innovation awards.
At Rip Curl, we undertook a comprehensive review of
the product portfolio, relocating the global product team
to Torquay and reducing our SKU count by more than
2,000. This allowed us to create a clearer and more
relevant product offering for the Next Gen consumer as
we enter FY27.
At Oboz, we refreshed the product and brand strategy,
increasing emphasis on innovation, strategic collaborations
and adjacent categories such as trail running.
Beyond product, we reviewed the financial performance
of our store fleet, strengthened inventory management,
enhanced digital capability, and undertook targeted resets
across international markets to improve returns and create
a stronger platform for future growth.
Building modern capability was another key priority
with the infusion of selected digital, data, loyalty and
brand leadership from some of the world's leading
consumer brands. We reshaped the organisation,
simplifying global structures with strategic FTE reductions
across the business. These were difficult but necessary
decisions to create a more focused, future-proofed and
efficient organisation.
We also announced the divestment of Rip Curl’s
manufacturing facility in Southeast Asia; reinforcing
our focus on building a brand and product-led business,
strengthening our balance sheet through the release
of working capital and future transaction proceeds, and
providing greater flexibility to accelerate innovation in
core surf.
Next Level: Turning strategy into action
FY26 delivered clear progress across each pillar of the
Next Level strategy.
Our brand and product-led offence recentered our focus
on the consumer. The work undertaken this year has
created stronger product pipelines and a sharper and more
agile approach to exceeding evolving consumer needs.
Our technology team completed a multi-year
implementation of Microsoft Dynamics 365, creating
a common enterprise platform and enhancing insight
across the business. Rip Curl and Oboz successfully
transitioned to Shopify, while Kathmandu launched
Ship From Store capabilities, improving convenience
for customers, fulfilling previously unmet demand
and complementing our omnichannel strategy.
We simplified the business and improved operational
efficiency, delivering $27.5 million of cost savings,
which exceeded our FY26 target of $25 million, whilst
moderating a sharper and more focused investment
with an ROI lens.
We optimised our group retail footprint, closing 17
stores, ensuring we are ahead of target to close 21
stores by September 2027. We also consolidated our
Australian distribution operations into a more efficient,
multi-brand model, through the closure of the Torquay
distribution centre.
Performance: Results matter
The actions taken through Next Level are translating
into improved financial performance: all brands returned
to revenue growth in FY26, with the Australian dollar
strengthening against the New Zealand dollar.
Despite challenging macro conditions, our revenue
increased by 6.5% during FY26, including approximately
$10 million of growth in online sales. Gross margin
also improved by 120 basis points to 57.7%, reflecting
stronger inventory management, improved product
mix and more disciplined marketplace execution.
Kathmandu delivered consistent momentum, with
same-store sales increasing 8.2% during the year as
consumers responded positively to product innovation
and brand initiatives.
Profitability improved significantly. Underlying EBITDA
increased 138% from $17.7 million in FY25 to $42.0 million,
while underlying EBITDA margin improved from 1.8% to
4.0%. Just as importantly, the quality of the business
improved. Inventory level reductions remain a priority,
with more disciplined focus on buying, planning and
inventory management.
The Group reported a statutory loss after income
tax of $414.4 million compared with $93.6 million
in the prior year. The result includes a non-cash
impairment of intangible assets relating to all three
operating segments and restructuring charges.
While we are encouraged by this progress, this is
only the first year of our turnaround. The challenges
we face cannot all be fixed overnight – but they will
be fixed and our job is to continue to do exactly that.
The progress already achieved in FY26 provides
clear proof points that our strategy is working.
FY27: From reset to execution
As we move into FY27, our focus immediately shifts
from resetting the business to the sustained and
relentless execution of our initiatives to create long-term
shareholder value.
We now have a solid platform for future growth.
We expect to see increasing benefits over time
from the product, marketing and capability changes
implemented during FY26 as new product ranges
impact consumers, brand storytelling is reset and we
transform to a more modern and agile brand portfolio.
We will maintain discipline around cost, inventory
and working capital, while continuing to focus on
improving profitability, generating stronger cash flow
and reducing leverage.
We know what is working, what is getting in our way,
what we need to protect, and where we need to change.
A stronger foundation, clear direction
FY26 was a year of action. There is still significant work
ahead, but the progress achieved during FY26 confirms
our path forward. Our brands have deep emotional
consumer ties, our categories remain attractive and the
opportunities in front of us are significant.
Next Level has created a more disciplined business, with
clear priorities and greater alignment across the Group.
As we enter FY27, our focus is on relentless execution,
and continued performance improvement.
Thank you to our shareholders for your continued
support and patience as we execute the turnaround.
Thank you to our Directors for the support, constructive
challenge and counsel over a year of significant
transformation. Finally, I would like to thank our teams
around the world for their ongoing commitment,
resilience and agility.
We enter FY27 with strong foundations, clear direction
and confidence in the rewards ahead.
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
08 KMD Brands Annual Report 2026
09
11
STRATEGY
10 KMD Brands Annual Report 2026
11
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
Our bold new transformation strategy
The KMD Brands Next Level
Strategy is a three-year,
Group-wide transformation
plan focused on unlocking
the full potential of our iconic
brand portfolio and delivering
sustainable, profitable growth.
In FY26, the Group and brands aligned under
the following strategic pillars with significant
progress made:
A brand & product-led offence
Reset the Kathmandu brand to focus on product
innovation for the outdoor consumer:
– Launched the XT Series advanced hike range, which won
two global ISPO awards.
–Launched the customisable Trailhead Pack, which won an
ISPO Award and contributed to strong sales growth in
the pack category.
–Expanded the award-winning Feather Flight luggage
range, driving incremental revenue growth while
accelerating sales of the original Feather Flight carry-on.
Reset the Rip Curl brand for the Next Generation consumer:
–Launched the youth-focused Archive range, which
became the brand’s best-selling collection of FY26.
–Launched a second collaboration with Brazilian lifestyle
leader Farm Rio, bringing a more youthful, fashion-
forward expression to the brand.
–Centralised the global product team under one ‘centre
of excellence’ in Torquay, with regional teams restructured
to support this model.
Reset the Oboz brand to focus on the core hike consumer:
–Launched the Katabatic II, further expanding the
Fast Hike category.
–Launched the Katabatic Storm which won a global
ISPO Award.
–Launched the Orbit Vault which sold out in 24 hours and
contributed to a +15% increase in Sawtooth II sales.
Efficient, scalable processes and data-led
intelligence
–Migrated Rip Curl and Oboz to the Shopify
platform, supporting improved performance
across both brands.
–Accelerated rollout of Kathmandu Ship From
Store, to capture additional ecommerce demand.
–Delivered the successful implementation of D365
ERP at Rip Curl, establishing a more integrated
business platform.
–Launched and implemented Dayforce across all
brands and regions, establishing a unified global
HR platform.
–Achieved targeted reduction in Rip Curl’s product
range by removing 2,000+ SKUs, delivering
enhanced operational efficiency.
–Enhanced reporting via business intelligence
tooling, with emphasis on inventory, order and
shipping data visibility to improve trade decisions.
Delivering sustainable profitability
–Grew top-line revenue by +$64.0 million
(including +$9.8m online sales).
–Expanded gross margin by 120bps YOY to 57.7%.
–Grew underlying EBITDA by 138% to $42.0m
from $17.7m .
–Group underlying EBITDA margin now at +4.0%
vs +1.8% in FY25.
–Delivered $27.5 million cost savings – exceeding
FY26 target of $25.0 million.
–Simplified organisational structure, creating a
more efficient operating model.
–Closed 17 stores and significantly improved
profitability of our retail fleets.
–Consolidated Torquay distribution centre into
one multi-brand asset in Truganina.
–Announced divestment of Southeast Asian
manufacturing facility.
–Inventory at a four year low.
Next Level
Strategic Pillars
010203
12 KMD Brands Annual Report 2026
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PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
Accelerated product innovation
–Average growth of +9.0% across all product
categories (excluding footwear).
–Delivered gross margin expansion through product
mix changes and full price technical product sell
through, reinforcing growth in premium positioning.
–Increased seasonal, quick-to-market, limited-
edition releases and collaborations.
–Launched the XT Series advanced hike range,
which won two global ISPO awards.
–Launched the customisable Trailhead Pack, which
won an ISPO Award and contributed to strong sales
growth in the pack category.
–Expanded the award-winning Feather Flight
luggage range, driving incremental revenue growth
while accelerating sales of the original Feather
Flight carry-on.
01
Next Level
Strategic priorities
Digitally-led, integrated marketplace
–Delivered +9.6% YOY online sales growth.
–Accelerated growth through performance
marketing, powered by a step-change in content
strategy, customer targeting and product
storytelling.
–Accelerated rollout of Ship From Store, to capture
additional ecommerce demand.
–Enhanced merchandising, inventory optimisation
and fulfilment to improve customer experience
and operational outcomes.
–Reset international operations, moving from
owned model to distributor partnerships.
02
Retail excellence
–Delivered +8.2% same-store sales growth.
–Delivered step-change in store profitability.
–Opened three next-generation flagship stores,
deepening customer engagement through
enhanced product storytelling.
–Optimised retail fleet by closing seven
underperforming stores, strengthening overall
portfolio performance.
03
Fiscal Year 2026 Financial Highlights
$402.3m Total Sales
$16.1m Underlying EBITDA
1
$1.1m Underlying EBIT
1
-$69.2m Statutory EBITDA
-$136.7m Statutory EBIT
Brand performance
Improve the wellbeing of the world through
the outdoors
1. Statutory results include the impact of IFRS 16 leases. The impacts of
IFRS 16, restructuring, software as a service accounting, the notional
amortisation of customer relationships, impairment and onerous
contracts have been excluded from Underlying results. Refer to Appendix
1 of the FY26 Results Presentation for a reconciliation of Statutory to
Underlying results.
14 KMD Brands Annual Report 2026
15
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
Innovation for the
next generation
of adventurers
Kathmandu’s XT Series represents a new approach
to outdoor performance, combining technical
innovation, durability and versatility for advanced
hiking and alpine pursuits. The range has gained
international recognition with two products – the Women’s
XT Series Hybrid Octa Fleece Hooded Jacket and
XT Series Pack 40L – named ISPO Award winners.
The ISPO Award is one of the outdoor industry’s most
respected benchmarks, judged by industry experts,
designers and outdoor professionals. Recognition is
based on genuine product performance, design and
sustainability, giving Kathmandu a powerful proof point
with credibility among serious outdoor audiences.
The Women’s Hybrid Octa Fleece was recognised for
its women-specific technical performance, combining
breathable Octa fleece with recycled Cordura stretch
panels, lightweight packability and a design free from
intentionally added PFAS. The XT Series Pack 40L was
praised for its exceptional versatility, combining an ultra-
lightweight Aluula composite construction with high
durability, modular components and innovative repairability.
To launch the range, Kathmandu created a targeted
campaign across specialist outdoor media and
adventure influencers, putting the XT Series through
its paces in real-world conditions. Outdoor experts
tested the gear firsthand, while selected media
and creators joined Kiwi athlete Gemma McCaw
on a hike that showcased the range’s performance,
versatility and durability across demanding terrain.
This immersive approach gave trusted voices within
the outdoor community first-hand experience of
the XT Series and generated authentic content and
storytelling around its technical credentials. The
campaign delivered 68.8 million media impressions and
generated a potential public relations (PR) reach of
14.5 million across Australia and New Zealand, helping
build awareness and credibility for the new range.
XT SERIES
“XT Series is a powerful expression of our
new strategy – bringing Kathmandu’s
outdoor heritage together with leading
technical innovation to create product
that genuinely elevates performance.
It’s about designing smarter, lighter and
more capable gear for people who expect
more from their time outdoors.”
Megan Welch
Chief Executive Officer, Kathmandu
16 KMD Brands Annual Report 2026
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PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
Reset for next gen connection
–Launched the youth-focused Archive range, which
became the brand’s best-selling collection of FY26.
–Increased online traffic across youth-focused social
media platforms, including TikTok.
–Launched a second collaboration with Brazilian
lifestyle leader Farm Rio, bringing a more youthful,
stylistic expression to the brand.
–Launched a new Stephanie Gilmore collection,
translating the 8x World Champion’s influence into
marketable capsules for the next generation.
–Evolved our athlete strategy to build stronger
relevance with the next generation of team riders.
Next Level
Strategic priorities
Serve the core, embrace the beach
–Delivered stronger like-for-like performance
from beach-segmented stores, with further
expansion planned.
–Expanded product lines to engage beach and
lifestyle customers, broadening the brand’s
relevance while maintaining strong appeal with the
core customer.
–Opened new stores in key beach locations,
including Ibiza, Spain and Lacanau, France.
–Expanded reach beyond the core surf customer
through a broader beach lifestyle positioning
and women-focused store concepts, including
Bondi Women's.
–Expanded distribution into key wholesale
partners, including Dicks in North America.
Digitally-led, global integrated
marketplace
–Delivered double-digit digital sales growth
across ANZ and Asia, with incremental growth
across the Americas.
–Rebuilt Rip Curl’s global digital infrastructure
through the implementation of Shopify, Klaviyo and
PIM, creating a more scalable global ecommerce
foundation.
–Reset the digital operating model to build stronger
internal capability and enable a more agile,
customer-focused approach to digital growth.
–Delivered deeper customer and consumer
insights research, enabling more sophisticated
segmentation and sharper, evidence-based
decision-making across the business.
Brand performance
Fiscal Year 2026 Financial Highlights
$571.2m Total Sales
$34.4m Underlying EBITDA
1
$15.4m Underlying EBIT
1
-$205.2m Statutory EBITDA
-$267.8m Statutory EBIT
Live the search
0102
03
1. Statutory results include the impact of IFRS 16 leases. The impacts of
IFRS 16, restructuring, software as a service accounting, the notional
amortisation of customer relationships, impairment and onerous
contracts have been excluded from Underlying results. Refer to Appendix
1 of the FY26 Results Presentation for a reconciliation of Statutory to
Underlying results.
18 KMD Brands Annual Report 2026
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PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
Designing product
for the Next
Generation of core
customers
The Archive Collection brought the best of Rip Curl’s
1990s and Y2K surf heritage back to life, reimagining
iconic denim shapes, heavyweight fleece and vintage
graphics through a contemporary lens. Inspired by
Rip Curl’s 2000s catalogues, the collection brought
script logos, raw graphics, check prints and nostalgic
silhouettes back into rotation, creating a fresh
expression of the brand’s authentic surf heritage.
The collection was developed to connect with the next
generation of Rip Curl customers, who value heritage,
authenticity and the stories behind the brands they wear.
By revisiting distinctive styles from the ’90s and Y2K, Rip
Curl created product that made its heritage relevant to
Next Gen customers, while continuing to invest in the
athletes who represent this audience, including Dane
Henry, Tya Zebrowski, Erin Brooks and Molly Picklum.
Our marketing strategy is evolving alongside the product,
using contemporary creative, social-first storytelling,
culture-led content and the athletes and communities
that resonate with Next Gen audiences to bring Rip
Curl’s heritage to life in a way that feels relevant today.
The success of the Archive Collection has established
a strong platform for Rip Curl to continue building on,
reconnecting authentic brand DNA with a new generation.
The campaign reached over 4 million consumers,
creating strong visibility for the collection across key
audiences and channels. Archive was Rip Curl's best-
selling collection in FY26, highlighting strong consumer
demand and reinforcing the enduring strength of the
brand's heritage as a platform for future growth.
THE ARCHIVE COLLECTION
“Archive brings the best of Rip Curl’s
heritage into a fresh, contemporary
expression for the next generation.
We have leveraged the styles and
attitude that made the brand iconic
and reimagined them in a way that
feels relevant, distinctive and
unmistakably Rip Curl today.”
Ashley Reade
Chief Executive Officer, Rip Curl
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STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
20 KMD Brands Annual Report 2026
Next Level
Strategic priorities
Blaze the trail
Brand performance
More with the core
–Launched the Sawtooth Ascent, which delivered
strong sell-through growth.
–Launched the Orbit Vault, which sold out within
24 hours and contributed to a +15.0% increase in
Sawtooth II sales.
–Launched Sawtooth LT, modernising our core
hike product and providing a lighter option in the
category offering.
–Evolved our ambassador and athlete strategy,
alongside targeted partnerships and publications, to
build stronger relevance, awareness and connectivity
with our core audience.
Fast trail elevation
–Launched the Katabatic II, further expanding the
Fast Hike category.
–The Katabatic LT Low GTX became the first
fast-hiking style to rank among the top five
online sellers.
–Launched the Katabatic Storm which won a global
ISPO Award.
–Introduced Anabatic Wind Evo and Wind Carbon,
expanding our offering with our first dedicated trail
running styles.
–Evolved our ambassador and athlete strategy,
alongside participation in events and community
initiatives, to build stronger relevance and
connection within the trail running community
and engage new audiences.
–Established a partnership with Montana State
University's Neuromuscular Biomechanics
Laboratory to advance research into sports
performance and orthopaedic biomechanics.
Digital leadership, diversified channels
–Launched Shopify and completed the transition
of performance marketing, strengthening customer
acquisition capability.
–Increased online sales by +11.8% YOY in the five
months following the Shopify launch.
–Leveraged collaborations to broaden customer
engagement with the Gorp Girls limited edition
selling out across online and wholesale channels
within 48 hours.
–Delivered wholesale sales growth +2.8% YOY.
–Strengthened our presence with key Amazon
partners, delivering double-digit growth and
increasing brand awareness.
Fiscal Year 2026 Financial Highlights
$79.5m Total Sales
$2.5m Underlying EBITDA
1
$2.0m Underlying EBIT
1
-$34.3m Statutory EBITDA
-$35.4m Statutory EBIT
0102
03
1. Statutory results include the impact of IFRS 16 leases. The impacts of
IFRS 16, restructuring, software as a service accounting, the notional
amortisation of customer relationships, impairment and onerous
contracts have been excluded from Underlying results. Refer to Appendix
1 of the FY26 Results Presentation for a reconciliation of Statutory to
Underlying results.
22 KMD Brands Annual Report 2026
23
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
Building brand
relevance through
community and
culture
Oboz’s Gorp Girls collaboration brought together the
outdoor footwear brand and a community of women
redefining what adventure looks like. The partnership
focused on building relevance and connection
with a new generation of core outdoor customers,
combining Oboz’s expertise in durable, adventure-
ready footwear with the Gorp Girls community,
creativity and passion for getting on the trail.
The partnership was supported by a targeted influencer
marketing and PR campaign designed to reach new
audiences, spark meaningful engagement and tell
the story of the collaboration. Through early-seeded
creators, community content, media and social, the
campaign showcased Oboz products in authentic outdoor
environments and positioned the brand within a broader
conversation around accessible, inclusive adventure.
The campaign generated authentic user generated
content, helping extend the collaboration’s reach and
build momentum around the launch. On Instagram, the
campaign reached hundreds of thousands of potential
customers and drove traffic to our online store. Earned
media coverage generated over 1.3 million impressions.
The collaboration also demonstrated strong commercial
demand, selling out across retail and online within 48 hours
of launch, reinforcing the opportunity for Oboz to continue
building relevance through culture and community.
OBOZ X GORP GIRLS
“Our partnership with Gorp Girls shows
how strategic collaborations can broaden
Oboz’s reach and engage new consumers.
The limited edition selling out within 48
hours demonstrates the power of bringing
technical outdoor product to new
audiences in fresh, relevant ways.”
Amy Beck
President Oboz & KMD Brands, North America
25
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
24 KMD Brands Annual Report 2026
27
GROUP
OVERVIEW
26 KMD Brands Annual Report 2026
27
PERFORMANCE
STRATEGY
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
GROUP OVERVIEW
Our groupOur brands
KMD Brands is a family of outdoor brands dedicated to designing products for purpose, driven by innovation and
committed to being the best for people and the planet. Our products are specifically crafted for the outdoors and
rigorously tested by experts in real-world conditions. As the parent company, KMD Brands provides vision and
strategic guidance to Kathmandu, Oboz and Rip Curl. By sharing expertise in technology, research and development,
and by leveraging operational excellence in sourcing, supply chain and systems, we deliver the best customer
experience across our brands.
Kathmandu’s journey began in Aotearoa New Zealand 40 years ago.
We’re on a mission to improve the wellbeing of the world by getting more
people outdoors – because nature has a positive transformative effect
on us all. The outdoors makes us happier, more open, free and fun. Our
vision at Kathmandu is to be the world’s most loved outdoor brand.
Born in the legendary Greater Yellowstone Ecosystem, just outside our
front door, the mountains near Bozeman beckon us. This 10-million
acre laboratory is where we test our designs and draw inspiration
for new ideas. It’s where we immerse ourselves in nature’s wonders.
It even inspired our name “Oboz” (Outside + Bozeman = Oboz).
Founded in 1969 in Bells Beach, Australia, Rip Curl is the ultimate surfing
company. For almost 60 years, we have led the surfing market and
become synonymous with surf culture. ‘The Search’ – the relentless
pursuit of the perfect wave – lives in the spirit of everything we do.
Our vision is to be the ultimate surfing company in all that we do.
PURPOSE
INSPIRING PEOPLE TO EXPLORE
AND LOVE THE OUTDOORS.
TO BE THE LEADING FAMILY OF
GLOBAL OUTDOOR BRANDS –
DESIGNED FOR PURPOSE, DRIVEN
BY INNOVATION, BEST FOR PEOPLE
AND PLANET.
VISION
Our Company
28 KMD Brands Annual Report 2026
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PERFORMANCE
STRATEGY
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
GROUP OVERVIEW
Global footprint
SOUTH AMERICATOTAL
Owned stores6
Licensed stores107
Wholesale doors+800
FRANCE
BRAZIL
USA
CANADA
Bozeman
Vancouver
San Clemente
Global Office Locations
São Paulo
Hossegor
AUSTRALASIATOTAL
Owned stores254
Licensed stores20
Wholesale doors+900
ASIATOTAL
Licensed and JV stores72
Wholesale doors+300
EUROPETOTAL
Owned stores32
Licensed stores10
Wholesale doors+1,900
NEW ZEALAND
AUSTRALIA
INDONESIA
THAILAND
Chiang Mai
Bangkok
Bali
Torquay
Christchurch
Melbourne
AFRICA &
MIDDLE EASTTOTAL
Licensed stores37
NORTH AMERICATOTAL
Owned stores26
Licensed stores27
Wholesale doors+3,900
30 KMD Brands Annual Report 2026
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STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
Board of DirectorsExecutive team
The Board provides overall strategic oversight of KMD Brands, including adherence to best-practice
governance principles, maintenance of high ethical standards and protection of core values so that the
Group is managed effectively and responsibly. A brief biography of each Board member can be found in the
“Board and Management” section of the company’s investor website. Our FY26 Corporate Governance
Statement, including Director Skills Matrix, is included in the Additional Disclosures section of this Report.
In May 2026, following the announcement that Philip Bowman would succeed David Kirk as Chair of KMD Brands,
the Board commenced a renewal program focused on identifying two non-executive directors whose skills and
experience would strengthen governance, support performance and provide additional optionality for longer-term
Chair succession. Those appointments included John Strowger (announced in June 2026), a former Chapman
Tripp partner with extensive corporate governance experience, including as Chair of Skellerup Holdings and
a director of Sanford, and Ian Morrice (announced in July 2026), former CEO of Metcash and The Warehouse
Group, who brings deep expertise in retail, business transformation, strategic growth and value creation.
Ashley Reade
Chief Executive Officer, Rip Curl
Joined Rip Curl in 2025
Frances Blundell
Chief Legal & ESG Officer
Joined Kathmandu in 2017
Lachlan Farran
Chief Commercial Officer
Re-joined Rip Curl in 2016
Amy Beck
President Oboz & KMD Brands,
North America
Joined Oboz in 2019
Megan Welch
Chief Executive Officer, Kathmandu
Joined Kathmandu in 2023
Carla Webb-Sear
Group Chief Financial Officer
Joined KMD Brands in 2025
Brent Scrimshaw
Group CEO and Managing Director
Joined KMD Brands in 2025
The management team takes care of the day-to-day management and operation of KMD Brands, regularly
reporting to the Board on all aspects of group performance. A brief biography of each member of the
management team can be found in the “Board and Management” section of the company’s investor website.
Michael Ross
Chief Information Officer
Joined KMD Brands in 2024
Jonas Golze
Group Chief Operations Officer
Joined KMD Brands in 2025
Philip Bowman
Chairman – appointed May 2026, succeeding David Kirk
Appointed as a non-executive director
2 October 2017
Abby Foote
Non-Executive Director
Appointed 15 October 2021
Brent Scrimshaw
Group CEO and Managing Director
Appointed 2 October 2017
Andrea Martens
Non-Executive Director
Appointed 1 August 2019
John Strowger
Non-Executive Director
Appointed 1 July 2026
Ian Morrice
Non-Executive Director
Appointed 20 August 2026
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STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
ESG strategy
We acknowledge the impact of our business and accept our responsibility to advance the United Nations
Sustainable Development Goals (SDGs). We consider the SDGs in our strategy and our reporting, which
underpins all our business activities. The goals where we have the most impact are shown below:
The KMD Brands vision drives our ESG strategy which is focused around three key areas:
Communities, Climate and Circularity. Together, these focus areas support us to act responsibly,
transparently, and with purpose. The Group will publish an update on its ESG progress in our FY26
Impact Report, which will be released in November 2026.
SDG 8
Promote sustained,
inclusive and
sustainable
economic growth,
full and productive
employment and
decent work for all.
SDG 10
Reduce inequality
within and among
countries.
SDG 13
Take urgent action
to combat climate
change and its
impacts.
SDG 12
Ensure sustainable
consumption and
production patterns.
KMD Brands has successfully
recertified as a B Corporation
under B Lab’s enhanced
certification standards,
reaffirming our commitment
to operating as a business that
creates positive environmental
and social impact alongside
financial performance. KMD
Brands is also part of the first
cohort of companies globally to
adopt the Version 2 standards
for B Corp Certification.
Recertification is an important milestone because
it provides independent verification of how we
manage our impacts, govern our business and
deliver value for our stakeholders. The process
requires transparency, accountability and
rigorous assessment across a broad range of
environmental, social and governance criteria.
This achievement reflects the collective effort of
teams across KMD Brands and all of our brands,
each of which continues to advance its own
sustainability priorities while contributing to our
shared commitments. While we are proud to have
achieved recertification, it is part of our ongoing
journey of continuous improvement and raising
the standard of our performance over time.
COMMUNITIES
Positively impact the wellbeing of people and
places touched by our brands
C L I M AT E
Transition to a low carbon future
CIRCULARITY
Eliminate the linear take-make-waste
approach to business
34 KMD Brands Annual Report 2026
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ADDITIONAL DISCLOSURES
FINANCIAL REPORT
Contents
Directors’ Approval of Consolidated
Financial Statements ...................................................................38
Consolidated Statement of Comprehensive Income ........39
Consolidated Statement of Changes in Equity...................40
Consolidated Balance Sheet ......................................................41
Consolidated Statement of Cash Flows ................................42
Notes to the Consolidated Financial Statements ..............44
Section 1: Basis of Preparation ...........................................44
Section 2: Results for the Year ...........................................47
Section 3: Operating Assets and Liabilities ...................55
Section 4: Capital Structure and Financing Costs .......68
Section 5: Group Structure ..................................................76
Section 6: Other Notes ..........................................................79
Auditor's Report ............................................................................84
In this section...
The consolidated financial statements have been presented in a style which attempts to make
them less complex and more relevant to shareholders. We have grouped the note disclosures into
six sections: ‘Basis of Preparation’, ‘Results for the Year’, ‘Operating Assets and Liabilities’, ‘Capital
Structure and Financing Costs’, ‘Group Structure’ and ‘Other Notes’. Each section sets out the
accounting policies applied in producing the relevant notes. The purpose of this format is to provide
readers with a clearer understanding of what drives financial performance of the Group. The aim of
the text boxes is to provide commentary on each section or note, in plain English.
37
FINANCIAL
REPORT
36 KMD Brands Annual Report 2026
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STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
Directors’ Approval of Consolidated
Financial Statements
For the Year Ended 31 July 2026
Authorisation for Issue
The Board of Directors authorised the issue of these Consolidated Financial Statements on 23 September 2026.
Approval by Directors
The Directors present the Consolidated Financial Statements of KMD Brands Limited for the year ended 31 July 2026
on pages 39 to 83.
23 September 2026
Philip Bowman Date
23 September 2026
Brent Scrimshaw Date
For and on behalf of the Board of Directors
Consolidated Statement of
Comprehensive Income
For the Year Ended 31 July 2026
Section
2026
NZ$’000
2025
NZ$’000
Sales2.21,053,019989,015
Cost of sales(4 4 5,8 41)(42 9,75 5 )
Gross profit 6 0 7, 17 8559,260
Other income2.21,9383,169
Selling and marketing expenses(280,617 )(283,884)
Administration and general expenses(189,473)(182,636)
Impairment expense3.2-3.3(4 62,6 58)(4 5,36 3)
(930,810)(508,714)
Earnings before interest, tax, depreciation, and amortisation(323,632)50,546
Depreciation and amortisation 3.2-3.4(131,501)(131,077)
Earnings before interest and tax(455,133)(80,531)
Finance income1,3732,7 72
Finance expenses(31,199)(26,901)
Finance costs (net)4.1.1(29,826)(24,129)
(Loss) before income tax(484,959)(104,660)
Income tax benefit 2.370,58511,081
(Loss) after income tax(414,374)(93,579)
(Loss) for the year attributable to:
Shareholders of the Company(415,959)(95,058)
Non-controlling interest1,5851,479
Other comprehensive income that may be reclassified subsequently to (loss):
Movement in cash flow hedge reserve 4.3.2( 7,6 6 7 )2,116
Movement in foreign currency translation reserve4.3.233,8011,022
Other comprehensive income for the year, net of tax26,1343,138
Total comprehensive profit / (loss) for the year(388,240)(90,441)
Total comprehensive profit / (loss) for the year attributable to:
Shareholders of the Company(390,403)(91,875)
Non-controlling interest2,1631,434
Restated
Basic earnings per share2.4( 74 9.2c p s)(194.2cps)
Diluted earnings per share2.4( 74 9.2c p s)(194.2cps)
Weighted average basic ordinary shares outstanding (‘000)2.455,52348,954
Weighted average diluted ordinary shares outstanding (‘000)2.45 6,72 14 9,70 3
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
38 KMD Brands Annual Report 2026
39
Consolidated Statement of
Changes in Equity
For the Year Ended 31 July 2026
Consolidated Balance Sheet
As at 31 July 2026
Share
capital
NZ$’000
Cash flow
hedge
reserve
NZ$’000
Foreign
currency
translation
reserve
NZ$’000
Share-
based
payments
reserve
NZ$’000
Other
reserves
NZ$’000
Retained
earnings
NZ$’000
Non-
controlling
interest
NZ$’000
To t a l
equity
NZ$’000
Balance as at 31 July 2024629,3831,68423,019824(47 )125,0675,748785,678
Profit / (loss) after tax-----(95,058)1,479(93,579)
Other comprehensive income-2,1161,067---(4 5)3,138
Dividends paid--------
Issue of share capital--------
Share based payment expense---391---391
Deferred tax on share-based
payment transactions
---45---45
Lapsed share options---(154)-154--
Amounts transferred to initial carrying
amount of hedged items 4.3.2
-(4,4 5 0)-----(4,4 5 0)
Dividends paid to
non-controlling interest
------(1,281)(1,281)
Balance as at 31 July 2025629,383(650)24,0861,106(47 )30,1635,901689,942
Profit / (loss) after tax-----(415,959)1,585(414,374)
Other comprehensive income-( 7,6 6 7 )33,223---57826,134
Dividends paid--------
Issue of share capital61,935------61,935
Share based payment expense---361---361
Deferred tax on share-based
payment transactions
---(26)---(26)
Lapsed share options---(416)-416--
Amounts transferred to initial carrying
amount of hedged items 4.3.2
-6,76 1-----6,76 1
Dividends paid to
non-controlling interest
------(1,339)(1,339)
Balance as at 31 July 2026691,318(1,556)57, 3 0 91,025(47 )(385,380)6,725369,394
Section2026
NZ$’000
2025
NZ$’000
ASSETS
Current assets
Cash and cash equivalents3.1.240,97334,284
Trade and other receivables3.1.396,60092,291
Inventories3.1.1251,501254,039
Derivative financial instruments4.21,2982,217
Current tax assets4,3363,594
Asset classified as held for sale3.5.16,057-
Other current assets3.1.51,1971,263
Total current assets401,9623 8 7,6 8 8
Non-current assets
Trade and other receivables3.1.32,4382,614
Property, plant and equipment3.260,65875,254
Intangible assets3.31 9 7, 4 0 5626,099
Derivative financial instruments4.238123
Deferred tax assets2.325,71715,849
Right-of-use assets3.4.1233,955243,025
Total non-current assets520,211962,964
Total assets922,1731,350,652
LIABILITIES
Current liabilities
Trade and other payables3.1.61 51 ,70 3188,670
Derivative financial instruments4.22,4622,225
Current tax liabilities518588
Lease liabilities3.4.285,62188,157
Total current liabilities240,304279,640
Non-current liabilities
Trade and other payables3.1.623,25223,488
Interest bearing liabilities4.189,02587,085
Non-current derivative financial instruments4.28-
Deferred tax liabilities2.310,5 4770,864
Lease liabilities3.4.2189,643199,633
Total non-current liabilities312,475381,070
Total liabilities552,779660,710
Net assets369,394689,942
EQUITY
Contributed equity - ordinary shares4.3.1691,318629,383
Reserves4.3.25 6,73124,495
Retained earnings(385,380)30,163
Non-controlling interest6,7255,901
Total equity369,394689,942
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
40 KMD Brands Annual Report 2026
41
Consolidated Statement of Cash Flows
For the Year Ended 31 July 2026
Section2026
NZ$’000
2025
NZ$’000
Cash flows from operating activities
Cash was provided from:
Receipts from customers1,040,911986,964
Government grants received142
Interest received1,073948
Income tax received-8,279
1,041,998996,193
Cash was applied to:
Payments to suppliers and employees942,095832,950
Income tax paid4,8259,990
Interest paid28,3242 7,0 9 1
975,244870,031
Net cash inflow from operating activities66,754126,162
Cash flows from investing activities
Cash was provided from:
Proceeds from sale of property, plant and equipment402120
402120
Cash was applied to:
Purchase of property, plant and equipment3.212,15913,132
Purchase of intangible assets3.38,15411,446
20,31324,578
Net cash (outflow) from investing activities(19,911)(24,458)
Cash flows from financing activities
Cash was provided from:
Proceeds from share issue65,600-
Proceeds from borrowings277,725260,332
343,325260,332
Cash was applied to:
Dividends paid1,3381,281
Repayment of borrowings283,010266,909
Repayment of lease liabilities98,44493,284
Payments in relation to share issue3,665-
386,457361,474
Net cash (outflow) from financing activities(43,132)(101,142)
Net increase / (decrease) in cash and cash equivalents held3,711562
Opening cash and cash equivalents 34,28433,948
Effect of foreign exchange differences2,978(226)
Closing cash and cash equivalents3.1.240,97334,284
Reconciliation of net loss after taxation with cash inflow from operating activities
Section2026
NZ$’000
2025
NZ$’000
(Loss) after taxation(414,374)(93,579)
Movement in working capital:
Decrease / (increase) in trade and other receivables1,270(3,506)
Decrease in inventories20,8 4711,359
Decrease in other current assets125764
(Decrease) / increase in trade and other payables(50,545)28,509
(Decrease) / increase in current tax liabilities(1,063)5,490
(29,366)42,616
Add non-cash items:
Depreciation of property, plant and equipment3.224,25523,346
Amortisation of intangibles3.314,27416,027
Depreciation of right-of-use assets3.4.192,97291 ,70 4
Impairment of assets3.2, 3.3, 3.4.1462,97260,812
Foreign currency translation of working capital balances(10,649)2,977
(Decrease) in deferred taxation( 74,3 4 8)(18,282)
Employee share-based remuneration6.3361391
Loss on sale or disposal of property, plant and equipment and intangibles3.2, 3.3657150
510,49417 7, 1 2 5
Cash inflow from operating activities66,754126,162
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
42 KMD Brands Annual Report 2026
43
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Section 1: Basis of Preparation
IN THIS SECTION...
This section sets out the Group’s accounting policies that relate to the consolidated financial
statements as a whole. Where an accounting policy is specific to one note, the policy is described in the
note to which it relates.
1.1 General information
KMD Brands Limited (the Company) and its subsidiaries
(together the Group) is a designer, marketer, retailer and
wholesaler of apparel, footwear and equipment for surfing
and the outdoors. It operates in New Zealand, Australia,
North America, Europe, Southeast Asia, Brazil and Japan.
The Company is a limited liability company incorporated
and domiciled in New Zealand. KMD Brands Limited is a
company registered under the Companies Act 1993 and
is a Financial Markets Authority reporting entity under
Part 7 of the Financial Markets Conduct Act 2013. The
address of its registered office is 223 Tuam Street, Central
Christchurch, Christchurch.
The Company is listed on the New Zealand Exchange
(NZX) and Australian Securities Exchange (ASX).
The consolidated financial statements of the Group have
been prepared in accordance with the requirements of Part
7 of the Financial Markets Conduct Act 2013 and the NZX
Listing Rules.
These audited consolidated financial statements have
been approved for issue by the Board of Directors on 23
September 2026.
1.2 Summary of material accounting policies
These consolidated financial statements have been
prepared in accordance with Generally Accepted
Accounting Practice (GAAP). They comply with the Tier
1 New Zealand Equivalents to International Financial
Reporting Standards (NZ IFRS) and other applicable
Financial Reporting Standards, as appropriate for for-profit
entities. The consolidated financial statements also comply
with International Financial Reporting Standards (IFRS).
The consolidated financial statements are presented in
New Zealand dollars, which is the Group’s presentation
currency.
1.2.1 Basis of preparation
The principal accounting policies adopted in the
preparation of the consolidated financial statements are set
out below. These policies have been consistently applied to
all periods presented, unless otherwise stated.
Basis of consolidation
The consolidated financial statements reported are for
the consolidated Group, which is the economic entity
comprising KMD Brands Limited and its subsidiaries.
The Group is designated as a for-profit entity for financial
reporting purposes.
Subsidiaries are consolidated from the date on which
control is obtained to the date on which control is lost.
Non-controlling interests are measured at their
proportionate share of the acquiree’s identified net assets
at the acquisition date. Changes in the Group’s interests
in a subsidiary that do not result in a loss of control are
accounted for as equity transactions.
In preparing the consolidated financial statements, all
material intra-group transactions, balances and unrealised
gains and losses on transactions between Group
companies are eliminated. When necessary, amounts
reported by subsidiaries have been adjusted to conform to
the Group’s accounting policies.
Historical cost convention
The consolidated financial statements have been prepared
under the historical cost convention, as modified by the
revaluation of certain assets as identified in the specific
accounting policies provided below.
Critical accounting estimates
The Group makes estimates and assumptions concerning
the future. The resulting accounting estimates will, by
definition, seldom equal the related actual results. The
estimates and assumptions that have a significant risk of
causing a material adjustment to the carrying amounts
of assets and liabilities within the next financial year are
discussed below.
Estimates and judgements are continually evaluated
and are based on historical experience as adjusted for
current market conditions and other factors, including
expectations of future events that are believed to be
reasonable under the circumstances.
Further explanation as to estimates and assumptions
made by the Group can be found in the following notes to
the consolidated financial statements:
Area of estimationSection
Goodwill and brand
– assumptions underlying recoverable value
3.3
Foreign currency translation
The results and financial position of all the Group entities
(none of which have the currency of a hyper-inflationary
economy) that have a functional currency different
from the presentation currency are translated into the
presentation currency as follows:
• Assets and liabilities for each balance sheet presented
are translated at the closing rate at the date of that
balance sheet;
• Income and expenses for each statement of
comprehensive income are translated at average
exchange rates (unless this average is not a
reasonable approximation of the cumulative effect of
the rates prevailing on the transaction dates, in which
case income and expenses are translated at the rate
on the dates of the transactions); and
• All resulting exchange differences are recognised in
other comprehensive income.
On consolidation, exchange differences arising from the
translation of the net investment in foreign operations,
and of borrowings and other currency instruments
designated as hedges of such investments, are taken to
shareholders’ equity.
Changes in accounting policies
Details about changes in accounting policies applied
during the period are included in the following notes to
the consolidated financial statements:
Section
New standards and interpretations first applied
in the period
6.8
Use of non-GAAP disclosures
At times non-GAAP disclosures have been used in the
consolidated financial statements. These disclosures
have been included as they are key measurement
criteria on which the Group and operating segments are
reviewed by the Group Chief Executive Officer, Group
Executive Management team and the Board of Directors.
The following non-GAAP measures are relevant to the
understanding of the Group's financial performance:
• Earnings before interest, tax, depreciation and
amortisation (EBITDA) represent earnings before
income taxes excluding interest income, interest
expense, depreciation, and amortisation, as reported
in the consolidated financial statements.
• Earnings before interest and tax (EBIT) represents
EBITDA less depreciation and amortisation.
• Net debt represents cash and cash equivalents less
interest-bearing liabilities. Net debt does not include
lease liabilities.
Non-GAAP financial information does not have a
standardised meaning prescribed by GAAP and
therefore may not be comparable to similar financial
information presented by other entities. The non-GAAP
information within the consolidated financial statements
is subject to audit.
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
44 KMD Brands Annual Report 2026
45
1.3 Climate change risk
The Group's operations may be impacted by future climate
change. These impacts may be physical (such as severe
or unusual weather patterns and events) or transitional
(such as changes to government regulation, customer
preferences and supplier requirements).
The Group regularly assesses its operating environment to
monitor its exposure to risk, including climate-related risk.
The Group completed climate-related risk assessment
and scenario modelling in a prior year. In respect of the
year ended 31 July 2026, the Group undertook an internal
review of climate-related risks and opportunities and
concluded that no matters had arisen that would change
its previous assessment that there are no significant
impacts requiring specific disclosure in these consolidated
financial statements.
Specific consideration has been given in these
consolidated financial statements to insurance proceeds
received in relation to climate-related insurance claims
(note 2.2), the impact of future climate change on the
useful lives of the Group's property, plant and equipment
(note 3.2), the inclusion of expected renewals in the lease
term for right-of-use assets (note 3.4), and sustainability-
linked loans (note 4.1). Identified climate-related risks and
opportunities, including both physical and transitional
impacts, have been considered as part of the relevant
accounting judgements and estimates.
Section 2: Results for the Year
IN THIS SECTION...
This section focuses on the results and performance of the Group. On the following pages you will
find disclosures explaining the Group’s results for the year, segmental information, taxation and
earnings per share.
2.1 Segment information
An operating segment is a component of an entity that
engages in business activities that earns revenue and
incurs expenses and where the chief decision maker
reviews the operating results on a regular basis and
makes decisions on resource allocation.
The Group has three operating segments, representing
three brands owned by the Group and a Corporate
segment. These segments have been determined based
on the reports reviewed by the Group Chief Executive
Officer and Group Executive Management team.
Rip Curl – designer, manufacturer, wholesaler and retailer
of surfing equipment and apparel.
Kathmandu – designer, retailer, and wholesaler of
apparel, footwear, and equipment for outdoor travel
and adventure.
Oboz – designer, wholesaler and online retailer of
outdoor footwear.
The Corporate segment represents group costs,
holding companies and consolidation eliminations and
constitutes other business activities that do not fall within
the brand segments.
The default basis of allocating shared costs is
percentage of revenue with other bases being used
where appropriate.
31 July 2026
Rip Curl
NZ$’000
Kathmandu
NZ$’000
Oboz
NZ$’000
Corporate
NZ$’000
To t a l
NZ$’000
Total segment sales571,201402,27781,427-1,054,905
Sales to internal customers--(1,886)-(1,886)
Sales to external customers571,201402,27779,541-1,053,019
Impairment expense278,0031 47, 4 8 236,736437462,658
EBITDA(205,174)(69,217)(34,267)(14,974)(323,632)
Depreciation and amortisation(62,611)( 6 7, 5 2 7 )(1,169)(194)(131,501)
EBIT( 26 7,78 5 )(136,74 4)(35,436)(15,168)(455,133)
Total segment assets453,427403,96439,82724,955922,173
Total assets include:
Non-current assets220,1162 9 7,6 7 21,3541,069520,211
Additions to non-current assets48,90256,4563,128457108,943
Total segment liabilities235,498202,72520,17394,383552,779
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
46 KMD Brands Annual Report 2026
47
31 July 2025
Rip Curl
NZ$’000
Kathmandu
NZ$’000
Oboz
NZ$’000
Corporate
NZ$’000
To t a l
NZ$’000
Total segment sales550,444362,10779,997-992,548
Sales to internal customers-(167)(3,366)-(3,533)
Sales to external customers550,444361,94076,631-989,015
Impairment expense--(4 5,36 3)-(4 5,36 3)
EBITDA65,11648,961(48,821)(1 4,710)50,546
Depreciation and amortisation(60,892)(68,297)(1 ,71 1 )(177 )(131,077)
EBIT4,224(19,336)(50,532)(14,887)(80,531)
Total segment assets715,272542,21876,88716,2751,350,652
Total assets include:
Non-current assets4 8 7, 9 7 7435,83035,4533,70 4962,964
Additions to non-current assets5 3,76 453,3562,08412,807122,011
Total segment liabilities298,299225,96634,420102,025660,710
Sales to external customers by region
2026
NZ$’000
2025
NZ$’000
Australia532,517501,518
New Zealand120,558108,442
North America219,213207,085
Europe113,966104,804
Rest of world6 6,76 567,166
1,053,019989,015
Sales to external customers by channel
2026
NZ$’000
2025
NZ$’000
Retail639,693599,440
Online112,487102,663
Wholesale285,446272,977
Licensing13,2131 2,74 0
Other2,1801,195
1,053,019989,015
Non-current assets by region
2026
NZ$’000
2025
NZ$’000
Australia372,676661,888
New Zealand5 7, 2 9 41 5 7,0 9 6
North America46,29384,132
Europe30,22335,304
Rest of world1 3,72524,544
520,211962,964
2.2 Profit / (loss) before tax
Revenue recognition
The Group recognises revenue from the sale of
apparel, footwear and equipment for surfing and the
outdoors, and brand licencing arrangements. Revenue
comprises the fair value of the consideration received
or receivable for the sale of goods and brand licences,
excluding goods and services tax and discounts,
and after eliminating sales within the Group.
Retail sales
For sales of goods to retail customers, revenue is
recognised when control of the goods has been
transferred to the customer, at the point the
customer purchases the goods at a retail outlet.
Payment of the transaction price is due immediately
at the point the customer purchases the goods.
Online sales
For online sales, revenue is recognised when control
of the goods has been transferred to the customer,
at the point the goods are delivered to the customer.
Delivery occurs when the goods have been shipped to
the customer’s specific location. When the customer
initially purchases the goods online, the transaction price
received by the Group is recognised as a contract liability
until the goods have been delivered to the customer.
Wholesale sales
For sales to the wholesale market, revenue is recognised
when control of the goods has been transferred to the
wholesaler, being when the goods have been shipped
to the wholesaler’s specific location (delivery). Following
delivery, the wholesaler has full discretion over the
manner of distribution and price to sell the goods, has
the primary responsibility when on-selling the goods
and bears the risks of obsolescence and loss in relation
to the goods. A receivable is recognised by the Group
when the goods are delivered to the wholesaler as
this represents the point in time at which the right
to consideration becomes unconditional, as only the
passage of time is required before payment is due.
Sales returns
Under the Group’s standard contract terms, customers
have a right of return, typically within 30 days. At the
point of sale, a returns liability and a corresponding
adjustment to revenue is recognised for those products
expected to be returned. The Group uses its accumulated
historical experience to estimate the number of returns
on a portfolio level using the expected value method.
Given the consistent level of returns over previous years,
it is considered highly unlikely that a significant reversal
in the cumulative revenue recognised will occur.
Royalty revenue
Royalty revenue from brand license arrangements is
related to the provision of a right to access the license.
Revenue from sales-based royalties is recognised when
subsequent sales occur.
2026
NZ$’000
2025
NZ$’000
Sale of goods1,042,681978,805
Royalty revenue9,3379,326
Commission revenue1,001884
1,053,019989,015
A breakdown of revenue by operating segment, sales
channel and geographical area is provided in note 2.1.
Cost of sales
Cost of sales in the consolidated statement of
comprehensive income represents the cost of inventory
recognised as an expense during the period.
Other income
2026
NZ$’000
2025
NZ$’000
Government grants 14 2
Insurance proceeds 220 1,892
Other 1 ,70 4 1,275
1,9383,169
Government grants are not recognised until there is
reasonable assurance that the grants will be received and
that the Group will comply with the conditions attached
to them. Government grants that compensate the Group
for expenses incurred are recognised as revenue in
the consolidated statement of comprehensive income
on a systematic basis in the same period in which the
expenses are recognised. In both periods Government
grants relate to grants to support sustainability initiatives.
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
48 KMD Brands Annual Report 2026
49
In the current period insurance proceeds relate to claims
for the Onsmooth factory flood in Thailand.
Employee entitlements
2026
NZ$’000
2025
NZ$’000
Wages, salaries, and other short-
term benefits
232,840 221,069
Post-employment benefits 16,033 14,580
Employee share-based
remuneration
361 391
249,234236,040
Lease expense
The Group is a lessee. Refer to note 3.4 for further details
around the Group’s leases and lease accounting policies.
Lease amounts recognised in the consolidated statement
of comprehensive income:
2026
NZ$’000
2025
NZ$’000
Short-term lease expense4,0704,894
Low-value lease expense 1,1091,149
Variable lease expense 1,132 866
Rent concessions and abatements(980)(830)
Lease outgoings 21,394 20,685
Depreciation right-of-use asset
(3.4.1)
92,97291 ,70 4
Interest expense related to lease
liabilities (3.4.2)
13,91713,585
133,614132,053
Some of the property leases in which the Group is the
lessee contain variable lease payment terms that are
linked to sales generated from the leased stores. Variable
payment terms are used to link rental payments to store
cash flows and reduce fixed cost.
Overall, the variable lease expense constitutes up to 0.8%
(2025: 0.7%) of the Group's entire lease expense. The
variable lease expense depends on sales and consequently
on the overall economic development over the next few
years. Considering the development of sales expected over
the next three years, variable rent expenses are expected
to continue to present a similar proportion of store sales in
future years.
The total cash outflow for leases amounts to $137,182,000
(2025: $130,345,000).
Administration and general expenses
Administration and general expenses represent the
overhead costs of managing and supporting the operations
of the Group and therefore are not directly attributable to
specific revenue-generating activities.
2.3 Taxation
Accounting policies
Current and deferred income tax
The tax expense for the period comprises current and
deferred tax. Tax is recognised in the consolidated
statement of comprehensive income, except to the extent
that it relates to items recognised in other comprehensive
income or directly in equity. In this case, the tax is
recognised in other comprehensive income or directly in
equity, respectively.
The current income tax benefit / expense is calculated
based on the tax laws enacted or substantively enacted
at the balance sheet date in the countries where the
Company and the Company’s subsidiaries operate and
generate taxable income. Management periodically
evaluates positions taken in tax returns with respect to
situations in which applicable tax regulations are subject
to interpretation and establishes provisions where
appropriate based on amounts expected to be paid to the
tax authorities.
Deferred income tax is provided in full, using the liability
method, on temporary differences arising between tax
bases of assets and liabilities and their carrying amounts
in the consolidated financial statements. However, the
deferred income tax is not accounted for if it arises from
initial recognition of an asset or liability in a transaction
other than a business combination, that at the time of the
transaction, affects neither accounting nor taxable profit
or loss. Deferred income tax liability is not recognised if
it arises from the initial recognition of goodwill. Deferred
income tax is determined using tax rates (and laws)
that have been enacted or substantially enacted by the
balance sheet date and are expected to apply when
the related deferred income tax asset is realised, or the
deferred income tax liability is settled.
Deferred income tax assets are recognised to the
extent that it is probable that future taxable profit will
be available against which the temporary differences
can be utilised.
2026
NZ$’000
2025
NZ$’000
Current income tax expense4,0437, 2 3 1
Deferred income tax (benefit)( 74,628)(18,312)
Income tax (benefit) reported in
the consolidated statement of
comprehensive income
(70,585)(11,081)
Deferred income tax is provided on temporary
differences arising on investments in subsidiaries,
except where the timing of the reversal of the temporary
difference is controlled by the Group and it is probable
that the temporary difference will not reverse in the
foreseeable future.
Deferred income tax assets and liabilities are offset
when there is a legally enforceable right to offset current
tax assets against current tax liabilities and when the
deferred income tax assets and liabilities relate to income
taxes levied by the same taxation authority on either the
same taxable entity or different taxable entities where
there is an intention to settle the balances on a net basis.
Goods and Services Tax (GST)
The consolidated statement of comprehensive income
and the consolidated statement of cash flows have been
prepared so that all components are stated exclusive
of GST. All items in the consolidated balance sheet are
stated net of GST, except for receivables and payables,
which include GST invoiced.
Taxation – Consolidated statement of
comprehensive income
The total taxation benefit / expense in the consolidated
statement of comprehensive income is analysed
as follows:
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
50 KMD Brands Annual Report 2026
51
To understand how, in the consolidated statement of comprehensive income, a tax (benefit) of ($70,585,000) (2025:
($11,081,000)) arises on (loss) before income tax of $(484,959,000) (2025: $(104,660,000)) the taxation (benefit) that
would arise at the standard rate of New Zealand corporate tax is reconciled to the actual tax (benefit) / expense as follows:
2026
NZ$’000
2025
NZ$’000
(Loss) before income tax(484,959)(104,660)
Income tax calculated at 28%(1 3 5,78 9)(29,305)
Adjustments to taxation:
Adjustments due to different rate in different jurisdictions( 7,6 2 3 )(11)
Non-taxable income(948)(1,124)
Expenses not deductible for tax purposes69,52710,809
Utilisation of tax losses by group companies8601,411
Forfeited foreign tax credits2,6303,593
Adjustments in respect of prior years(915)(293)
Tax losses not recognised242545
Deferred tax assets derecognised1,4313,294
Income tax (benefit) / expense reported in the consolidated statement of comprehensive income(70,585)(11,081)
Adjustments for prior periods primarily arise where an outcome is obtained on certain tax matters which differs from
expectations held when the related provision was made. Where the outcome is more favourable than the provision made,
the difference is released, lowering the current year tax expense. Where the outcome is less favourable than the provision,
an additional expense to the current year tax will occur.
During the year the Group did not recognise any new previously unrecognised tax losses (2025: nil).
The tax expense / (benefit) relating to components of other comprehensive income is as follows:
2026
NZ$’000
2025
NZ$’000
Movement in cash flow hedge reserve before tax(8,003)1,126
Tax (benefit) / expense relating to cash flow hedge reserve336990
Movement in cash flow hedge reserve after tax( 7,6 6 7 )2,116
Foreign currency translation reserve before tax33,8011,022
Tax expense / (benefit) relating to foreign currency translation reserve--
Movement in foreign currency translation reserve after tax33,8011,022
Other reserves before tax--
Tax expense / (benefit) relating to other reserves--
Movement in other reserves after tax--
Total other comprehensive income before tax25,7 9 82,148
Total tax (benefit) / expense on other comprehensive income336990
Total other comprehensive income after tax26,1343,138
Current tax--
Deferred tax336990
Total tax expense on other comprehensive income336990
Taxation – Consolidated balance sheet
The following are the major deferred taxation (liabilities) and assets recognised by the Group and movements thereon
during the current and prior year:
Employee
obligations
NZ$’000
Intangibles
NZ$’000
Leases
NZ$’000
Other
temporary
differences
NZ$’000
Reserves
NZ$’000
Tax losses
NZ$’000
To t a l
NZ$’000
As at 31 July 20244,401(112,496)11,08215,540(999)7,70 0(74,772)
Recognised in the consolidated
statement of comprehensive income
(9)2,9523,7424,74 9-6,87818,312
Recognised in other comprehensive
income
----990-990
Recognised directly in equity45-----45
Foreign exchange(29)660(76)(86)3(62)410
As at 31 July 20254,408(108,884)1 4,74820,203(6)14,516(55,015)
Recognised in the consolidated
statement of comprehensive income
(345)70,75 8(2,817 )6,623-40974,628
Recognised in other comprehensive
income
----336-336
Recognised directly in equity(26)-----(26)
Foreign exchange353(8,269)7231,380121,048(4,75 3)
As at 31 July 20264,390(46,395)12,65428,20634215,97315,170
The deferred tax balance relates to:
• Property, plant and equipment temporary differences arising on differences in accounting and tax depreciation rates
• Employee benefit accruals
• Brands and customer relationships
• Unrealised foreign exchange gain / loss on intercompany loans
• Realised gain / loss on foreign exchange contracts not yet charged in the consolidated statement of
comprehensive income
• Lease accounting
• Inventory provisioning
• Temporary differences on the unrealised gain / loss in hedge reserve
• Employee share schemes
• Historic tax losses recognised
• Thin capitalisation interest denial
• Other temporary differences on miscellaneous items
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
52 KMD Brands Annual Report 2026
53
Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of
the following items:
2026
NZ$’000
2025
NZ$’000
Deductible temporary
differences
1,4313,105
Tax losses5,9226,75 9
7,3539,864
The deductible temporary differences do not expire under
current tax legislation. Deferred tax assets have not been
recognised in respect of overseas subsidiaries where it is
not yet probable that future taxable profit will be generated
in those territories to utilise these benefits.
Imputation credits
2026
NZ$’000
2025
NZ$’000
Imputation credits available
for use in subsequent
reporting periods based on
a tax rate of 28%
296
251
The above amounts represent the balance of the
imputation account as at 31 July 2026, adjusted for:
• Imputation credits that will arise from the payment of
the amount of the provision for income tax.
• Imputation debits that will arise from the payment of
dividends recognised as a liability at the reporting date.
• Imputation credits that will arise from the receipt
of dividends recognised as receivables at the
reporting date.
The balance of Australian franking credits able to be used
by the Group in subsequent periods as at 31 July 2026 is nil
(2025: Nil).
2.4 Earnings per share
Earnings per share (‘EPS’) is the amount of post-tax (loss)
attributable to each share.
Basic EPS is calculated by dividing the (loss) after
tax attributable to equity holders of the Company of
$(415,959,000) (2025: $(95,058,000)) by the weighted
average number of ordinary shares in issue during the year
of 55,523,173 (2025 restated: 48,953,949).
Diluted EPS reflects any commitments the Group has to
issue shares in the future that would decrease EPS. In
the current year, these are in the form of share options /
performance rights. Consistent with the Board's intention
that participants holding unvested LTI awards be placed
in a neutral position following the equity raising and
subsequent share consolidation (refer note 6.3), the
dilutive impact of these awards has been reflected in the
calculation of diluted EPS through an adjustment to the
weighted average number of shares on issue, assuming all
share options are exercised / performance rights taken.
2026
’000
2025 (restated)
’000
Weighted average number
of basic ordinary shares
outstanding
55,523
48,954
Adjustment for:
Share options /
performance rights
1,19874 9
Weighted average
diluted ordinary shares
outstanding
5 6,72 14 9,70 3
Details of the Groups equity settled long term incentive
plan is further outlined within note 6.3.
Section 3: Operating Assets and Liabilities
IN THIS SECTION...
This section shows the assets used to generate the Group’s trading performance and the liabilities
incurred as a result. Liabilities relating to the Group’s financing activities are addressed in Section 4.
Deferred tax assets and liabilities are shown in note 2.3.
3.1 Working capital
3.1.1 Inventories
Accounting policies
Inventories are stated at the lower of cost and net
realisable value. The Group uses the weighted average
cost to determine cost. Cost includes expenditure
incurred in acquiring the inventories and bringing them
to their existing location and condition. In the case of
manufactured inventories and work in progress, cost
includes an appropriate share of production overheads
based on normal operating capacity. Net realisable value
is the estimated selling price in the ordinary course
of business, less applicable variable selling expenses.
Inventory is considered in transit when the risk and
rewards of ownership have transferred to the Group.
The Group assesses the likely residual value of inventory.
Inventory provisions are recognised for inventory that
is expected to sell for less than cost, and for the value
of inventory likely to have been lost to the business
through shrinkage between the date of the last applicable
stocktake and balance sheet date. In recognising the
provision for inventory, judgement has been applied by
considering a range of factors including historical results,
stock shrinkage trends and product lifecycle.
Inventory is broken down into trading stock and goods in
transit below:
2026
NZ$’000
2025
NZ$’000
Raw materials and
consumables
4,588 7,7 5 1
Work in progress 380 698
Trading inventory 233,586216,800
Goods in transit 12,947 28,7 9 0
251,501254,039
Inventory has been reviewed for obsolescence and
a provision of $3,884,000 (2025: $5,832,000) has
been made.
3.1.2 Cash and cash equivalents
The carrying amount of the Group's cash and cash
equivalents are denominated in the following currencies:
2026
NZ$’000
2025
NZ$’000
Cash on hand 489 472
Cash at bank 38,764 32,200
Short term investments
convertible to cash
1 ,71 91,612
Short term deposits1-
40,97334,284
2026
NZ$’000
2025
NZ$’000
USD14,4575,78 0
EUR8,3947, 8 8 9
IDR4,73 52,420
THB3,6995,74 4
AUD3,1355,590
BRL1 ,72 91 ,725
NZD1,4891,370
GBP1,1771,489
CAD842712
JPY728786
Other currencies588779
40,97334,284
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
54 KMD Brands Annual Report 2026
55
3.1.3 Trade and other receivables
Accounting policies
Trade and other receivables are recognised initially at the
value of the invoice sent to the customer (fair value) and
subsequently at the amounts considered recoverable
(amortised cost). The collectability of trade and other
receivables is reviewed on an on-going basis.
An allowance for lifetime expected credit losses is
recognised for trade and other receivables based on the
Group’s historical credit loss experience, adjusted for
factors that are specific to the debtors, general economic
conditions, and an assessment of both the current as well
as the forecast direction of conditions at the reporting
date, including time value of money where appropriate. The
expected credit loss is estimated as the difference between
all contractual cash flows that are due to the Group in
accordance with the contract and all the cash flows that
the Group expects to receive, discounted at the original
effective interest rate.
2026
NZ$’000
2025
NZ$’000
Current
Trade receivables 71,808 6 7,6 24
Allowance for expected
credit losses
(3,907) (3,954)
Prepayments 16,944 17, 4 3 4
Other receivables 1 1 ,75 5 11,187
96,60092,291
Non-current
Other debtors2,4382,614
2,4382,614
Other non-current debtors include security deposits paid in
relation to store leases.
The carrying amount of the Group’s trade and other
receivables are denominated in the following currencies:
2026
NZ$’000
2025
NZ$’000
AUD 34,967 15,136
USD 18,636 34,956
EUR 15,020 7, 4 8 9
THB 9,334 9,836
NZD 7, 8 1 3 6,9 47
BRL 4,861 4,504
CAD 4,407 5,282
GBP 2,627 7, 47 9
IDR 1,288 1,801
Other currencies851,475
99,03894,905
Allowance for expected credit losses
2026
NZ$’000
2025
NZ$’000
Opening balance(3,954)(5,973)
Additional allowance
recognised in the
consolidated statement of
comprehensive income
(1,381)
(697)
Receivables written off
during the year
6811,638
Unused provision
released to the
consolidated statement
of comprehensive income
during the year
826
1,102
Foreign exchange(79)(24)
Closing balance(3,907)(3,954)
3.1.4 Credit risk
Credit risk is the risk of financial loss to the Group if a
customer or counterparty to a financial instrument fails to
meet its contractual obligations.
Risk
Exposure
arising fromMonitoringManagement
Credit riskCash and cash
equivalents
Trade
and other
receivables
Derivative
financial
instruments
Credit ratings
Ageing
analysis
Review of
exposure with
regular terms
of trade
Obtaining
customer
credit rating
information
Confirming
references
Setting
appropriate
credit limits
Exposure to credit risk
The below balances are recorded at their carrying
amount after any allowance for expected credit loss on
these financial instruments. The maximum exposure to
credit risk at reporting date was (carrying amount):
As at balance sheet date the carrying amount is
considered to approximate fair value for each of the
financial instruments.
2026
NZ$’000
2025
NZ$’000
Cash and cash
equivalents
40,48433,812
Net trade receivables6 7, 9 0 163,670
Other receivables13,38112,512
Derivative financial
instruments
(1,134)2,340
120,632112,334
2026
NZ$’000
2025
NZ$’000
Cash and cash equivalents:
Standard & Poors - A+ 19,525 7, 5 2 6
Standard & Poors - A 1,152 -
Standard & Poors - AA- 9,78 9 16,441
Standard & Poors - BBB 7, 3 1 9 3,73 5
Standard & Poors - BB 1,302 435
Standard & Poors - BB+ 713 1,452
Standard & Poors - BBB+ 684 4,223
40,48433,812
The credit quality of cash and cash equivalents can be
assessed by reference to external credit ratings, such as
Standard & Poors or Moody’s (if available) or to historical
information about counterparty default rates:
Trade and other receivables consist of a large number of
customers spread across diverse geographical regions,
which reduces credit risk.
As at balance sheet date, trade and other receivables
of $23,871,000 (2025: $23,775,000) were past due. A
provision of $3,907,000 (2025: $3,954,000) is held
against these overdue amounts. This provision is based
on expected lifetime credit losses, taking into account
historic loss rates, age of the outstanding balances,
customer payment history and any arrangements,
leverage or security in place with the customer. Interest is
charged on overdue debtors in some instances.
The ageing analysis of these past due trade
receivables is:
The Group considers a financial asset to be in default
when the debtor is unlikely to pay its credit obligations in
full, without recourse by the Group. The gross carrying
amount of a financial asset is written off when the Group
has no reasonable expectations of recovering a financial
asset in its entirety or a portion thereof.
2026
NZ$’000
2025
NZ$’000
Receivables past due
1 to 30 days8,0498,9 47
30 to 60 days4,2474,626
60 to 90 days3,6122,586
90 days and over7, 9 6 37,6 1 6
23,87123,775
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
56 KMD Brands Annual Report 2026
57
3.1.5 Other assets
Accounting policies
Other assets relate to right of return assets. Right of return
recognises the estimated returned sales under the Group's
returns policies. Management estimates the returned
sales based on historical sales return information and any
recent trends that may suggest future claims could differ
from historical amounts. For sales that are expected to
be returned, the Group recognises a returns provision as
disclosed in note 3.1.6. The associated inventory value for
sales that are expected to be returned is recognised as a
right of return asset. The costs to recover the products are
not material because the customers usually return them in
a saleable condition.
3.1.6 Trade and other payables
Accounting policies
Trade payables, sundry creditors and accruals principally
comprise amounts outstanding for trade purchases and
ongoing costs. Trade and other payables are initially
measured at fair value and subsequently measured at
amortised cost, using the effective interest method.
The carrying value of trade payables is considered to
approximate fair value as amounts are unsecured and are
usually paid by the 30th of the month following recognition.
Employee entitlements relate to benefits accruing to
employees in respect of wages and salaries, annual leave,
and long service leave when it is probable that settlement
will be required, and they are capable of being measured
reliably. Provisions made in respect of employee benefits
expected to be settled within 12 months are measured at
their nominal values using the remuneration rate expected
to apply at the time of settlement. Provisions made in
respect of employee benefits which are not expected to be
2026
NZ$’000
2025
NZ$’000
Right of return assets
Opening balance1,2632,036
Additional amounts
recognised
10,31610,081
Amounts incurred and
charged
(8,30 4)(10,673)
Foreign exchange(2,078)(181)
1,1971,263
settled within 12 months are measured as the present value
of the estimated future cash outflows to be made by the
Group in respect of services provided by employees up to
the reporting date.
The carrying amount of the Group’s trade and other
payables are denominated in the following currencies:
2026
NZ$’000
2025
NZ$’000
Current
Trade payables80,380109,591
Employee entitlements25,85428,077
Sundry creditors and accruals34,66945,014
Provisions9,9885,686
Revenue received in advance812302
151 ,703188,670
Non-current
Employee entitlements4,2152,926
Provisions13,47312,979
Sundry creditors and accruals5,5647, 5 8 3
23,25223,488
2026
NZ$’000
2025
NZ$’000
AUD 71,850 66,867
USD 55,908 88,785
EUR 21,066 17, 9 2 7
NZD 1 3,70 6 24,511
THB 4,674 6,357
BRL 3,004 2,634
IDR 2,76 4 2,294
CAD 1,517 2,140
GBP 440 597
Other currencies2646
174,955212,158
Provisions
A provision is recognised if, as a result of a past event,
the Group has a present legal or constructive obligation
that can be estimated reliably, and it is probable that an
outflow of economic benefits will be required to settle
the obligation.
The warranties provision represents the present value
of the estimated future outflow of economic benefits
that will be required under the Group’s obligations for
warranties under local sale of goods legislation. The
provision relates to wetsuits, watches and footwear and
is based on estimates made from historical warranty data
associated with similar products and services.
A restructuring provision is recognised when the Group
has approved a detailed and formal restructuring plan,
and the restructuring has either commenced or has been
announced publicly at balance date.
Lease restoration provision represents the present value
of the estimated cost to restore leased properties to their
original condition upon expiry of the lease.
Where a customer has a right to return a product within
a given period, the Group recognises a returns provision
for the consideration received that will be refunded to
customers on return of the product. The Group also
recognises a right to the returned goods as disclosed in
note 3.1.5.
Other provisions relate to miscellaneous amounts that
meet the definition of a provision and do not relate to the
other categories.
Warranties
NZ$’000
Restructuring
NZ$’000
Lease restoration
NZ$’000
Sales returns
NZ$’000
Other
NZ$’000
To t a l
NZ$’000
Year ended 31 July 2025
Opening balance1,4951,18712,5414,7 71-19,994
Additional provisions recognised 773(120) 1,256 23,919 1,060 26,888
Provisions used during the year(818) (94 4)( 70 4)(24,271) - ( 26,737 )
Provisions remeasured during the year 25(125)(147 )(1,243) - (1,490)
Foreign exchange(8) 2 33(17 )- 10
Closing balance 1,467 - 12,979 3,159 1,060 18,665
As at 31 July 2025
Current 1,467 - - 3,159 1,060 5,686
Non-current - - 12,979 - - 12,979
1,467 - 12,979 3,159 1,060 18,665
Year ended 31 July 2026
Opening balance 1,467 - 12,979 3,159 1,060 18,665
Additional provisions recognised 1,018 4,411 1,187 5,637 140 12,393
Provisions used during the year(587) - (1,518) (2,386) - (4,4 91)
Provisions remeasured during the year(129) - (26) (3,109) (1,060) (4,324)
Foreign exchange128 61851178- 1,218
Closing balance 1,8974,47213,4733,47914023,461
As at 31 July 2026
Current 1,897 4,472-3,4791409,988
Non-current - - 13,473 - - 13,473
1,897 4,47213,4733,47914023,461
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
58 KMD Brands Annual Report 2026
59
3.2 Property, plant and equipment
Accounting policies
Property, plant and equipment
Property, plant and equipment are measured at cost less
accumulated depreciation and impairment losses. The cost
of purchased property, plant and equipment is the value of
the consideration given to acquire the assets inclusive of
directly attributable costs incurred to bring the assets to
the location and condition necessary for their intended use.
Cost may also include transfers from equity of any gains /
losses on qualifying cash flow hedges of foreign currency
purchases of property, plant and equipment.
The assets’ residual value and useful lives are reviewed and
adjusted if appropriate at each balance sheet date.
Capital work in progress is not depreciated until available
for use.
An asset’s carrying amount is written down immediately
to its recoverable amount if the asset’s carrying amount is
greater than its estimated recoverable amount.
Depreciation
Depreciation of property, plant and equipment is calculated
using straight line and diminishing value methods to
expense the cost of the assets over their useful lives.
Store and office fitouts are typically depreciated over the
expected primary lease term. The rates are as follows:
Buildings 5 – 10%
Leasehold improvements 5 – 50%
Office, plant and equipment 5 – 50%
Furniture and fittings 10 – 50%
Computer equipment 10 – 50%
The useful lives of the Group’s property, plant and
equipment including store and office fitouts and wetsuit
manufacturing facilities are reviewed annually to determine
whether there have been any changes due to operational or
external factors, including climate change considerations,
and updated as appropriate. There have been no such
changes identified during the financial year.
Impairment of assets
Property, plant and equipment are reviewed for impairment
whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An
impairment loss is recognised for the amount by which the
asset’s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset’s fair
value less costs of disposal and value in use.
Property, plant and equipment
Property, plant and equipment can be analysed as follows:
Land &
buildings
NZ$’000
Leasehold
improvements
NZ$’000
Office, plant
& equipment
NZ$’000
Furniture &
fittings
NZ$’000
Computer
equipment
NZ$’000
To t a l
NZ$’000
As at 31 July 2024
Cost 12,4351 17, 3 0 533,49910 9,01718,875291,131
Accumulated depreciation(5,171)(88,24 4)(20,860)( 74,78 4)(15,611)(204,670)
Closing net book value7, 26 429,06112,63934,2333,26486,461
Year ended 31 July 2025
Opening net book value7, 2 6 429,06112,63934,2333,26486,461
Additions 1,037 4,174 398 6,599 924 13,132
Disposals(1) (50)(36) (167) (2) (256)
Depreciation(343) (8,778) (1,990) (10,805) (1,430) (23,346)
Impairment (incl reversal of impairment)-(584)---(584)
Transfers between categories,
intangibles and assets held for sale
3,311(1,326) (3,226) 244 (95) (1,092)
Foreign exchange 642 (138) 249 167 19 939
Closing net book value 11,910 22,359 8,034 30,271 2,680 75,254
As at 31 July 2025
Cost 2 0,728 114,073 28,286 114,244 1 8,716 296,0 47
Accumulated depreciation(8,818) (91,714) (20,252) (83,973) (16,036) (220,793)
Closing net book value 11,910 22,359 8,034 30,271 2,680 75,254
Year ended 31 July 2026
Opening net book value 11,910 22,359 8,034 30,271 2,680 75,254
Additions 14 5,787 326 5,566 318 12,011
Disposals(4 4 5) (185) (6) (472) (1) (1,109)
Depreciation (359) (8,768) (2,654) (11,336) (1,138) (24,255)
Impairment (incl reversal of impairment) - 287 (85) (95) (9) 98
Transfers between categories,
intangibles and assets held for sale
(8,202) 1,466 345 2,221 (772) (4,942)
Foreign exchange (102) 1,538 618 1,404 142 3,600
Closing net book value 2,816 22,484 6,578 27, 5 6 0 1,220 60,658
As at 31 July 2026
Cost 5,190 123,436 2 9,74 9 122,657 19,193 300,225
Accumulated depreciation (2,374) (100,952) (23,171) (95,097) ( 17, 9 7 3 )(239,567)
Closing net book value 2,816 22,484 6,578 27, 5 6 0 1,220 60,658
Depreciation expense is excluded from administration
and general expenses in the consolidated statement of
comprehensive income.
Sale and disposal of property, plant
and equipment
Gains and losses on disposals are determined by
comparing proceeds with carrying amount. These
are included in the consolidated statement of
comprehensive income.
2026
NZ$’000
2025
NZ$’000
Loss on sale and disposal
of property, plant and
equipment
657136
Capital commitments
Capital commitments contracted for at balance sheet
date include property, plant and equipment of $3,425,000
(2025: $4,405,000).
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
60 KMD Brands Annual Report 2026
61
3.3 Intangible assets
Accounting policies
Goodwill
Goodwill arises on the acquisition of subsidiaries. Goodwill
represents the excess of the cost of the acquisition over
the Group’s interest in the net fair value of the assets and
liabilities of the acquiree. Separately recognised goodwill is
tested annually for impairment or more frequently if events
or changes in circumstances indicate that it might be
impaired. It is carried at cost less accumulated impairment
losses. Impairment losses on goodwill are not reversed.
Goodwill is allocated to cash-generating units for the
purpose of impairment testing. The allocation is made to
those cash-generating units or groups of cash-generating
units that are expected to benefit from the business
combination in which the goodwill arose.
Brand
Acquired brands are carried at original cost based on
independent valuation obtained at the date of acquisition.
The brand represents the price paid to acquire the rights to
use the Kathmandu, Oboz or Rip Curl brand. The brand is
not amortised. Instead, the brand is tested for impairment
annually or more frequently if events or changes in
circumstances indicate that it might be impaired and is
carried at cost less accumulated impairment losses.
Customer relationships
Acquired customer relationships are carried at original cost
based on independent valuation obtained at the date of
acquisition less accumulated amortisation and impairment.
They are amortised on a straight-line basis over a useful life
of five to 10 years. The estimated useful life is reviewed at
the end of each annual reporting period.
Software costs
Costs incurred in developing systems and costs incurred
in acquiring software and licences that will contribute to
economic benefits exceeding one year, are recognised.
Costs capitalised include external direct costs of materials
and service, direct employee costs and an appropriate
portion of relevant overheads. Software development
costs include only those costs directly attributable to the
development phase and are recognised only following
completion of technical feasibility and where the Group has
an intention and ability to use the asset.
Software is amortised over the estimated useful economic
life of the asset ranging from two to ten years.
Software-as-a Service (SaaS) arrangements
SaaS arrangements are arrangements in which the Group
does not control the underlying software used in the
arrangement.
Where implementation costs for SaaS arrangements result
in the creation of an identifiable software asset, and where
the Group has the power to obtain the future economic
benefits flowing from the underlying resource and to
restrict the access of others to those benefits, such costs
are recognised as a separate intangible software asset and
amortised over the useful life of the software on a straight-
line basis.
Where costs incurred to configure or customise SaaS
arrangements do not result in the recognition of an
intangible software asset, then those costs that provide
the Group with a distinct service (in addition to access to
the SaaS software) are recognised as expenses when the
supplier provides the services. When such costs incurred
do not provide a distinct service, the costs are recognised
as expenses over the duration of the expected renewable
term of the arrangement.
Other intangibles
Other intangibles relate to lease rights expenditure
associated with acquiring existing lease agreements for
stores where there is an active market for key money. They
are carried at original cost less accumulated impairment
losses. Other intangibles have an indefinite useful life and
are tested annually for impairment.
Impairment
Assets are reviewed for impairment whenever events
or changes in circumstances indicate that the carrying
amount may not be recoverable. Intangible assets that have
an indefinite useful life, including goodwill, are not subject
to amortisation and are tested annually for impairment
irrespective of whether any circumstances identifying a
possible impairment have been identified. An impairment
loss is recognised for the amount by which the asset’s
carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of an asset’s fair value
less costs of disposal and value in use.
For the purposes of assessing impairment, assets are
grouped at the lowest levels for which there are separately
identifiable cash flows, ‘cash generating units’ (CGU).
Intangible assets
Goodwill
NZ$’000
Brand
NZ$’000
Customer
relationship
NZ$’000
Software
NZ$’000
Other
intangibles
NZ$’000
To t a l
NZ$’000
As at 31 July 2024
Cost 294,6843 6 7,74 642,570104,1194,728813,8 47
Accumulated amortisation and impairment(42,5 57 )-(25,777)(76,983)(1,671)(146,988)
Closing net book value252,1273 6 7,74 616,79327, 1 3 63,057666,859
Year ended 31 July 2025
Opening net book value252,1273 6 7,74 616,7 9 32 7, 1 3 63,057666,859
Additions - - - 22,477 28 22,505
Disposals - - - (14) - (14)
Amortisation - - (3,692) (12,335) - (16,027)
Impairment (36,075)(9,288) - - - (4 5,36 3)
Transfers from / (to) property, plant
and equipment
- - - 1,092 - 1,092
Foreign exchange(945) (2,095) (110) 26 171 (2,953)
Closing net book value215,107 356,363 12,991 38,382 3,256 626,099
As at 31 July 2025
Cost 2 9 3,73 9 365,651 42,261 1 2 7,7 7 5 5,020 834,446
Accumulated amortisation and impairment(78,632) (9,288) (29,270) (89,393) (1 ,76 4) (20 8,3 47 )
Closing net book value 215,107 356,363 12,991 38,382 3,256 626,099
Year ended 31 July 2026
Opening net book value215,107356,36312,99138,3823,256626,099
Additions - - - 7, 3 2 3 831 8,154
Disposals - - - - --
Amortisation- - (3,342) (10,931)- (14,273)
Impairment ( 2 2 7,0 2 6 ) (231,887) (350) (3,150) -(4 62,41 2)
Transfers from / (to) property, plant
and equipment
- - - (967)-
(967)
Foreign exchange 11,919 26,627 1,132 1,086 40 40,804
Closing net book value - 151,103 10,431 31 ,74 4 4,127 1 97, 4 0 5
As at 31 July 2026
Cost 306,185 392,341 46,172 122,277 5,919 872,894
Accumulated amortisation and impairment (306,185) (241,238) (3 5,741 ) (90,533) (1 ,7 9 2)(675,489)
Closing net book value - 151,103 10,431 31 ,74 4 4,127 1 97, 4 0 5
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
62 KMD Brands Annual Report 2026
63
Sale and disposal of intangibles
Gains and losses on sale and disposal of intangibles are
determined by comparing proceeds with carrying amount.
These are included in the consolidated statement of
comprehensive income.
2026
NZ$’000
2025
NZ$’000
Loss on sale and disposal
of intangibles
-14
Capital commitments
Capital commitments contracted for at balance sheet date
include intangible assets of $Nil (2025: $ 8,800,000).
Impairment tests for goodwill and brand
The aggregate carrying amounts of goodwill and
brand allocated to each unit after impairment charges
are as follows:
GoodwillBrand
2026
NZ$’000
2025
NZ$’000
2026
NZ$’000
2025
NZ$’000
Kathmandu - 122,367 138,988 151,437
Oboz - - - 33,201
Rip Curl - 9 2,74 0 12,115 171 ,725
- 215,107151,103356,363
For the purposes of goodwill and brand impairment
testing, the Group operates as three cash generating units,
Kathmandu, Rip Curl and Oboz, which are aligned to the
Group’s operating segments as outlined in note 2.1.
The recoverable amount of all three CGUs have been
determined based on value in use, using five-year
projected cashflows.
The discounted cash flow valuations were calculated
using post tax cash flow projections based on FY27
financial budgets and the three-year Next Level strategic
plan prepared by management and approved by the
Directors for the year ended 31 July 2027. The valuation
cash flows beyond the three-year forecast period are
based on management's growth expectations, long-term
historical revenue growth rates and margin assumptions.
Assumptions relating to working capital requirements and
ongoing investment in the business are adjusted to reflect
expected long-term operating conditions.
Post-tax discount rates are calculated based on a market
participant expected capital structure and cost of debt
to derive a weighted average cost of capital. Higher
weighted average cost of capital rates than in prior years
were applied, reflecting increased risk and uncertainty in
forecast cash flows.
The terminal growth rate assumptions are based on current
inflation targets and do not exceed the historical long-term
average growth rate for each CGU.
The Group has considered the impact of climate change on
the key assumptions included in its impairment testing and
has concluded that it will not have a material impact on the
key assumptions.
While management expects trading conditions to improve
over time and Group businesses to recover towards
normalised levels of profitability, the updated impairment
assessment and resulting impairment charges across all
three CGUs reflect current market conditions and the
medium-term outlook, which indicate that growth is likely
to be more moderate than previously forecast.
Changes in market dynamics, together with ongoing
economic headwinds, softer consumer confidence,
macroeconomic uncertainty and continued volatility across
Assumptions
20262025
KathmanduRip CurlObozKathmanduRip CurlOboz
Post-tax WACC rate18.5%13.3%1 5.7 %10.1%10.1%10.9%
Terminal growth rate2.5%2.5%2.5%2.9%3.0%2.5%
Revenue growth (5 year CAGR)5.2%3.1%6.3%5.7 %4.5%10.5%
EBIT margin (average)9.1%4.8%5.2%4.6%3.7 %1.1%
global sourcing and supply chain networks, continue
to influence trading conditions across the industry.
Management has developed initiatives and growth plans
to improve profitability; however, achieving growth and
maintaining or expanding gross margins will remain
challenging in the current environment. Accordingly,
revenue growth assumptions have been reduced over
forecast period to reflect prevailing market conditions and
management's revised expectations for future demand.
The carrying amount of each CGU exceeded its
recoverable amount, resulting in the recognition of the
following impairment losses during the year:
• Kathmandu – total impairment of $147,482,000
(2025: $Nil), recoverable amount of $203,984,000.
• Rip Curl – total impairment of $278,003,000
(2025: $Nil), recoverable amount of $177,915,000.
Impairment loss impact+5%-5%
KathmanduRip CurlObozKathmanduRip CurlOboz
Revenue change59,293 106,22710,233(56,819)(10 8,474)(10,459)
+0.5%-0.5%
KathmanduRip CurlObozKathmanduRip CurlOboz
Terminal growth rate1,9982,077-(1,913)(1,914)-
+1%-1%
KathmanduRip CurlObozKathmanduRip CurlOboz
Discount rate(11,526)(11,468)(1,075)13,15913,0921,227
+1%-1%
KathmanduRip CurlObozKathmanduRip CurlOboz
EBIT margin1 8,74235,5225,023(18,46 4)(3 5,731 )(5,091)
3.4 Leases
Accounting policies
The Group assesses whether a contract is or contains a
lease, at inception of a contract. The Group recognises
a right-of-use asset and a corresponding lease liability
with respect to all lease arrangements in which it is the
lessee, except for short-term leases (defined as leases
with a term of 12 months or less) and leases of low value
assets. For these leases, the Group recognises the lease
payments as an operating expense on a straight-line basis
over the term of the lease unless another systematic
basis is more representative of the time pattern in which
economic benefits from the leased asset are consumed.
• Oboz – total impairment of $37,173,000 (2025:
$45,363,000), recoverable amount of $12,724,000.
The Oboz CGU impairment of $37.2 million
includes $0.4 million relating to allocated corporate
assets for impairment testing purposes.
The Group will continue to complete annual
impairment testing of the three CGUs, however,
impairment losses on goodwill are not reversed.
The expected continued promotion and marketing of
the Kathmandu, Rip Curl and Oboz brands support the
assumption that the brands have an indefinite life.
The impairment model remains sensitive to changes
in key assumptions and estimates. The sensitivities
below illustrate the range of the potential impacts to
the impairment loss from changes in key assumptions
with all other factors remaining unchanged.
Lease liability
The lease liability is initially measured at the present
value of the lease payments that are not paid at the
commencement date, discounted by using the rate
implicit in the lease. If this rate cannot be readily
determined, the Group uses its incremental borrowing
rate. The Group’s incremental borrowing rate has
been determined as the rate of interest that the
Group would have to pay to borrow over a similar
term and with a similar security, the funds necessary
to obtain an asset of a similar value to the right-of-
use asset in a similar economic environment.
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
64 KMD Brands Annual Report 2026
65
Lease payments included in the measurement of the lease
liability comprise:
• fixed lease payments (including in-substance fixed
payments), less any lease incentives; and
• variable lease payments that depend on an index or
rate, initially measured using the index or rate at the
commencement date.
The lease liability is subsequently measured by increasing
the carrying amount to reflect interest on the lease liability
(using the effective interest method) and by reducing the
carrying amount to reflect the lease payments made.
The Group remeasures the lease liability (and makes a
corresponding adjustment to the related right-of-use
asset) whenever:
• the lease term has changed in which case the lease
liability is remeasured by discounting the revised lease
payments using a revised discount rate;
• the lease payments change due to changes in an
index or rate or a change in expected payment under
a guaranteed residual value, in which case the lease
liability is remeasured by discounting the revised lease
payments using the initial discount rate (unless the
lease payments change is due to a change in a floating
interest rate, in which case a revised discount rate is
used);
• a lease contract is modified, and the lease modification
is not accounted for as a separate lease, in which case
the lease liability is remeasured by discounting the
revised lease payments using a revised discount rate.
Right-of-use asset
The right-of-use assets comprise the initial measurement of
the corresponding lease liability, lease payments made at or
before the commencement day and any initial direct costs.
They are subsequently measured at cost less accumulated
depreciation and impairment losses.
Whenever the Group incurs an obligation for costs to
dismantle and remove a leased asset, restore the site on
which it is located or restore the underlying asset to the
condition required by the terms and conditions of the lease,
a provision is recognised and measured under NZ IAS 37.
The costs are included in the related right-of-use asset.
Right-of-use assets are depreciated over the lease term
and include expected renewals. The depreciation starts at
the commencement date. Changes due to operational or
external factors, including climate change are considered
when assessing the inclusion of expected renewals in the
lease term.
The Group applies NZ IAS 36 Impairment of Assets to
determine whether a right-of-use asset is impaired and
accounts for any identified impairment loss.
Variable rents
Variable rents that do not depend on an index or rate
are not included in the measurement of the lease liability
and the right-of-use asset. The related payments are
recognised as an expense in the period in which the event
or condition that triggers those payments occurs and are
included in the selling and marketing expenses line in the
consolidated statement of comprehensive income.
Group as a lessee
The Group leases several assets including buildings and
motor vehicles. Some of the existing lease arrangements
have right of renewal options for varying terms. Renewal
options are included within the lease if the Group is
reasonably certain to take up the option. The average
lease term for property leases, including expected rights of
renewal, is ten years (2025: ten years). The average lease
term for vehicle leases is four years (2025: four years).
3.4.1 Right-of-use assets
The movements in right-of-use assets were as follows:
2026
NZ$’000
2025
NZ$’000
Opening net book value243,025262,571
Additions and modifications
to right-of-use asset
69,31786,318
Depreciation for the period(92,972)(91,704)
Impairment for the period(119)(14,865)
Foreign exchange14,704705
Closing net book value233,955243,025
Cost677,5776 17, 47 2
Accumulated amortisation
& impairment
(4 4 3,622)(374,4 47 )
Closing net book value233,955243,025
3.4.2 Lease liabilities
The movements in lease liabilities were as follows:
2026
NZ$’000
2025
NZ$’000
Opening lease liabilities2 8 7,7 9 0294,176
Additions and modifications to lease liability69,98085,881
Interest expense on lease liabilities13,91713,585
Repayment of lease liabilities (including interest)(113,160)(106,431)
Foreign exchange16,737579
Closing lease liabilities275,2642 8 7,7 9 0
Lease liability maturity analysis
Gross lease payments
NZ$’000
Interest
NZ$’000
Carrying amount
NZ$’000
As at 31 July 2025
Within 1 year 99,139 (10,982)88,157
1 to 5 years 190,638 (16,098)174,5 4 0
Beyond 5 years 26,172 (1,079) 25,093
315,949 (28,159)2 8 7,7 9 0
Current88,157
Non-current199,633
2 8 7,7 9 0
As at 31 July 2026
Within 1 year 9 7,0 1 0 (11,389)85,621
1 to 5 years1 8 7,6 3 5(16,586)171,0 49
Beyond 5 years20,023(1,429)18,594
304,668(29,404)275,264
Current85,621
Non-current189,643
275,264
3.5 Assets held for sale
Accounting policies
Non-current assets, or disposal groups comprising assets
and liabilities, are classified as held-for-sale if it is highly
probable that they will be recovered primarily through
sale rather than through continuing use.
Such assets, or disposal groups, are generally measured
at the lower of their carrying amount and fair value less
costs to sell. Any impairment loss on disposal is allocated
first to goodwill, then the remaining assets and liabilities
on a pro rata basis, except that no loss is allocated to
inventories and financial assets which continue to be
measured in accordance with the Group’s accounting
policies.
3.5.1 Assets held for sale
2026
NZ$’000
2025
NZ$’000
Assets held for sale6,057-
In the current year, the Group commenced divestment of
the Southeast Asian manufacturing facility in OnSmooth
Thai Co Ltd (OnSmooth) with a phased production wind
down over the next 12 months. OnSmooth relates to the
Rip Curl segment. Management ultimately intends to
realise value from the sale of land and buildings and these
have been reclassified as held-for-sale at year end. No
adjustment to the carrying value has been recognised on
transfer to held for sale.
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
66 KMD Brands Annual Report 2026
67
Section 4: Capital Structure and
Financing Costs
IN THIS SECTION...
This section outlines how the Group manages its capital structure and related financing costs, including
its consolidated balance sheet liquidity and access to capital markets.
Capital structure is how an entity finances its overall operations and growth by using different
sources of funds. The Directors determine and monitor the appropriate capital structure of the Group,
specifically how much is raised from shareholders (equity) and how much is borrowed from financial
institutions (debt) to finance the Group’s activities both now and in the future.
The Directors consider the Group’s capital structure and dividend policy at least twice a year ahead
of announcing results and do so in the context of its ability to continue as a going concern, to execute
strategy and to deliver its business plan.
4.1 Interest bearing liabilities
Accounting policies
Interest bearing liabilities are the Group’s borrowings.
Borrowings are initially recognised at fair value, net of
transaction costs incurred. Borrowings are subsequently
measured at amortised cost. Any difference between the
proceeds (net of transaction costs) and the redemption
amount is recognised in the consolidated statement of
comprehensive income over the period of the borrowings
using the effective interest method.
Borrowings are classified as current liabilities unless the
Group has a right to defer settlement of the liability for at
least 12 months after the balance sheet date.
The table below separates borrowings into current and
non-current liabilities:
2026
NZ$’000
2025
NZ$’000
Current portion--
Non-current portion89,02587,085
89,0258 7,0 8 5
Group Facility Agreement
The Group has renewed its multi-option syndicated facility
during the year. The Group has a multi-option syndicated
facility, which consists of an A$140.1 million multi-currency
revolving facility and a NZ$27.3 million multi-currency
revolving facility. Both facilities are sustainability linked
with targets such as reducing greenhouse gas emissions,
continued B Corp certification, improving due diligence
and transparency within the Group supply chain, and
supply chain water management. A$30.4 million and
NZ$5.8 million of the facilities will expire on 30 June 2027,
with the remaining facilities expiring on 1 October 2028.
Interest is payable based on the BKBM rate (NZD
borrowings), the BBSY rate (AUD borrowings), SOFR rate
(US borrowings) or the applicable short-term rate for
interest periods less than 30 days, plus a margin. The
debt is secured by the assets of the guaranteeing group
in accordance with the Security Trust Deed dated 25
October 2019 as amended 12 May 2023. The guaranteeing
group comprises entities operating in New Zealand,
Australia, North America and the United Kingdom. The
carrying value of the assets held by the guaranteeing
group are $841,235,000 (2025: $1,276,966,000).
The covenants entered into by the Group require
specified calculations of Group earnings before interest,
tax, depreciation and amortisation (EBITDA) plus lease
rental costs to exceed total fixed charges (net interest
expense and lease rental costs) at half year and year
end reporting periods. EBITDA must be no less than
a specified proportion of total net debt at half year
and year end reporting periods. The Group is also
subject to a Guarantor Coverage Ratio of EBITDA and
Total Assets. The calculations of these covenants are
specified in the bank facility agreement dated 25 October
2019 as amended and restated on 24 June 2026.
The Group has complied with the revised banking
covenants at all measurement points during the period.
The current interest rate, prior to hedging, on the term
loans is 6.56% (2025: 5.23%).
Reconciliation of movement in borrowings
2026
NZ$’000
2025
NZ$’000
Opening balance87,08593,600
Net cash flow movement(5,285)(6,577)
Capitalised borrowing
costs
(1,689)755
Foreign exchange
movement
8,914(693)
Closing balance89,0258 7,0 8 5
Borrowings maturity analysis
2026
NZ$’000
2025
NZ$’000
Principal of interest-
bearing liabilities:
Payable within 1 year--
Payable 1 to 2 years-87,085
Payable 2 to 3 years89,025-
Payable 3 to 4 years--
89,0258 7,0 8 5
4.1.1 Finance costs
2026
NZ$’000
2025
NZ$’000
Interest income(1,072)(948)
Interest expense on
interest bearing liabilities
9,4919,665
Interest on lease liabilities13,91713,585
Other finance costs3,9833,651
Net exchange (gain) /
loss on foreign currency
3,507(1,824)
29,82624,129
Other finance costs relate to facility fees on banking
arrangements and debt underwriting costs.
Risk
Exposure
arising fromMonitoringManagement
Interest rate
risk
Interest
bearing
liabilities
at floating
interest rates
Cash flow
forecasting
Sensitivity
analysis
Interest rate
swaps
Refer to note 4.2 for notional principal amounts and
valuations of interest rate swaps outstanding at balance
sheet date. A sensitivity analysis of interest rate risk on
the Group’s financial assets and liabilities is provided in
the table below.
At the reporting date the interest rate profile of the
Group's banking facilities was (carrying amount):
2026
NZ$’000
2025
NZ$’000
Total secured borrowings89,02587,085
Less principal covered by
interest rate swaps
--
Net principal subject to
floating interest rates
89,0258 7,0 8 5
Interest rate swaps have the economic effect of
converting borrowings from floating to fixed rates. The
cash flow hedge loss on interest rate swaps at balance
sheet date was nil (2025: nil).
Interest rate sensitivity analysis
The following table summarises the sensitivity of the
Group’s financial assets and financial liabilities to interest
rate risk.
A sensitivity of 1% (2025: 1%) has been selected for
interest rate risk. The 1% is based on reasonably possible
changes over a financial year, using the observed range
of historical data for the preceding five-year period.
Amounts are shown net of income tax. All variables other
than applicable interest rates are held constant. The
impact on equity is presented exclusive of the impact on
retained earnings.
4.1.2 Cash flow and fair value interest rate risk
Interest rate risk is the risk that fluctuations in interest
rates impact the Group’s financial performance.
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
68 KMD Brands Annual Report 2026
69
-1%+1%
Carrying amount
NZ$’000
Profit
NZ$’000
Equity
NZ$’000
Profit
NZ$’000
Equity
NZ$’000
As at 31 July 2026
Financial assets
Cash and cash equivalents40,973(295)-295-
Financial liabilities
Interest bearing liabilities89,025641-(641)-
Net increase / (decrease)346-(346)-
-1%+1%
Carrying amount
NZ$’000
Profit
NZ$’000
Equity
NZ$’000
Profit
NZ$’000
Equity
NZ$’000
As at 31 July 2025
Financial assets
Cash and cash equivalents34,284(247 )-247-
Financial liabilities
Interest bearing liabilities87,085627-(627)-
Net increase / (decrease)380-(380)-
4.1.3 Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.
RiskExposure arising fromMonitoringManagement
Liquidity riskTrade and other payables
Interest bearing liabilities
Cash flow forecastingActive working capital management
Flexibility in funding arrangements
The Group has borrowing facilities of $195,027,000 (2025: $316,008,000) and operates well within this facility. This includes
short term bank overdraft requirements, and at balance sheet date no bank accounts were in overdraft. Of this total facility
$19,348,000 is available for instruments including letters of credit and bank guarantees.
Less than
1 year
NZ$’000
Between
1 - 2 years
NZ$’000
Between
2 - 5 years
NZ$’000
Over 5 years
NZ$’000
As at 31 July 2025
Forward foreign exchange contracts
Inflow 173,146 4,964 --
Outflow(173,14 3) (4,8 52)--
Net inflow 3 112 --
As at 31 July 2026
Forward foreign exchange contracts
Inflow211,406 ---
Outflow(212,540) ---
Net inflow (1,134) - --
4.2 Derivative financial instruments
Accounting policies
Derivatives are initially recognised at fair value on
the date a derivative contract is entered into and are
subsequently remeasured to their fair value. The method
of recognising the resulting gain or loss depends on
whether the derivative is designated as a hedging
instrument, and if so, the nature of the item being hedged.
The Group designates certain derivatives as hedges of
highly probable forecast transactions (cash flow hedges).
At inception of the hedging relationship, the Group
documents the economic relationship between hedging
instruments and hedged items, including whether
changes in the cash flows of the hedging instruments
are expected to offset changes in the cash flows of
the hedged items. The Group also documents its risk
management objectives and strategy for undertaking its
hedge transactions.
Cash flow hedge
The effective portion of changes in the fair value of
derivatives that are designated and qualify as cash flow
hedges is recognised in equity in the hedging reserve.
The gain or loss relating to the ineffective portion is
recognised immediately in the consolidated statement of
comprehensive income.
Amounts accumulated in equity are recycled in the
consolidated statement of comprehensive income in the
periods when the hedged item will affect profit or loss.
However, when the forecast transaction that is hedged
results in the recognition of a non-financial asset (for
example, inventory) or a non-financial liability, the gains
and losses previously deferred in equity are transferred
from equity and included in the measurement of the initial
cost or carrying amount of the asset or liability.
When a hedging instrument expires or is sold or
terminated, or when a hedge no longer meets the criteria
for hedge accounting, any cumulative gain or loss existing
in equity at that time remains in equity and is recognised
when the forecast transaction is ultimately recognised in
the consolidated statement of comprehensive income.
When a forecast transaction is no longer expected to
occur, the cumulative gain or loss that was reported in
equity is immediately transferred to the consolidated
statement of comprehensive income.
Foreign currency transactions and balances
Foreign currency transactions are translated into the
functional currency using the exchange rates prevailing at
the dates of the transaction. Foreign exchange gains and
losses resulting from the settlement of such transactions
and from the translation at year end exchange rates of
monetary assets and liabilities denominated in foreign
currencies are recognised in the consolidated statement
of comprehensive income, except when deferred in
other comprehensive income. Translation differences on
monetary financial assets and liabilities are reported as
part of the foreign exchange gain or loss.
The Group enters into forward exchange contracts to manage the risks associated with the purchase of foreign currency
denominated products.
The table below analyses the Group’s derivative financial instruments that will be settled on a gross basis into relevant
maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts
disclosed in the table are the contractual undiscounted cash flows. They are expected to occur and affect the profit or loss
at various dates between balance sheet dates and the following five years.
Less than
1 year
NZ$’000
Between
1 - 2 years
NZ$’000
Between
2 - 5 years
NZ$’000
Over 5 years
NZ$’000
As at 31 July 2025
Trade payables and accrued expenses148,6822,019 5,564-
Interest bearing liabilities4,56588,411 --
153,24790,430 5,564-
As at 31 July 2026
Trade payables and accrued expenses109,0401,9643,600-
Interest bearing liabilities5,9675,96790,039-
115,0077, 9 3193,639-
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
70 KMD Brands Annual Report 2026
71
Foreign exchange contracts – cash flow hedge
The objective of these contracts is to hedge highly
probable anticipated foreign currency purchases against
currency fluctuations. These contracts are timed to mature
when import purchases are scheduled for payment. The
notional amount of foreign exchange contracts amounts to
US$107,251,000 / NZ$183,862,000 (2025: US$98,300,500 /
NZ$166,089,000).
No material hedge ineffectiveness for interest rate swaps or
foreign exchange contracts exists as at balance sheet date
(2025: nil).
Refer to note 4.2.1 for a sensitivity analysis of foreign
exchange risk associated with derivative financial
instruments.
The Group is exposed to currency risk on any cash
remitted between entities in different jurisdictions. The
Group does not hedge for such remittances. Interest on
borrowings is typically denominated in either New Zealand,
Australian or US dollars and is paid for out of surplus
operating cashflows generated in New Zealand, Australia
and the US.
Foreign currency sensitivity analysis
The following table summarises the sensitivity of the
Group’s financial assets and financial liabilities to foreign
exchange risk.
A sensitivity of -10% / +10% (2025: -10% / +10%) for foreign
exchange risk has been selected. While it is unlikely that
an equal movement of the New Zealand dollar would be
observed against all currencies, an overall sensitivity of
-10% / +10% (2025: -10% / +10%) is reasonable given the
exchange rate volatility observed on a historic basis for
the preceding five-year period and market expectation for
potential future movements.
Amounts are shown net of income tax. All variables other
than applicable exchange rates are held constant. The
impact on equity is presented exclusive of the impact on
retained earnings.
-10%+10%
Carrying amount
NZ$’000
Profit
NZ$’000
Equity
NZ$’000
Profit
NZ$’000
Equity
NZ$’000
As at 31 July 2026
Financial assets
Cash and cash equivalents40,9732,274- (1,861)-
Trade and other receivables81,2826,412- (5,246)-
Foreign exchange contracts
– cash flow hedge
1,336-(10,818)-8,853
Financial liabilities
Trade and other payables(174,955) (12,900)- 10,554 -
Interest bearing liabilities(89,025) ( 7, 1 2 2 )- 5,827 -
Foreign exchange contracts
– cash flow hedge
(2,470)-(9,10 4)-7, 4 4 9
Net increase / (decrease)(11,336)(19,922)9,27416,302
-10%+10%
Carrying amount
NZ$’000
Profit
NZ$’000
Equity
NZ$’000
Profit
NZ$’000
Equity
NZ$’000
As at 31 July 2025
Financial assets
Cash and cash equivalents34,2841,896-(1,551)-
Trade and other receivables76,1826,065-(4,9 62)-
Foreign exchange contracts
– cash flow hedge
2,340-(8,898)-7, 2 8 0
Financial liabilities
Trade and other payables(212,158)(15,012)-12,282-
Interest bearing liabilities(87,085)(6,967)-5,70 0-
Foreign exchange contracts
– cash flow hedge
(2,225)-(10,326)-8,449
Net increase / (decrease)(14,018)(19,224)11,46915,729
The above table shows the Group’s financial derivative
holdings at year end.
Interest rate swaps – cash flow hedge
Interest rate swaps are to exchange a floating rate of
interest for a fixed rate of interest. The objective of the
transaction is to hedge the core floating rate borrowings
of the business to minimise the impact of interest rate
volatility within acceptable levels of risk thereby limiting
the volatility on the Group's financial results. The notional
amount of interest rate swaps at balance sheet date was
nil (2025: nil). The fixed interest rate is nil (2025: nil).
Derivative financial instruments
2026
NZ$’000
2025
NZ$’000
Foreign exchange contracts
Current asset1,2982,217
Current liability(2,462)(2,225)
Non-current asset38123
Non-current liability (8)-
Net foreign exchange contracts -
cash flow hedge (liability)/asset
(1,134)
115
Interest rate swaps
Current liability--
Non-current liability--
Net interest rate swaps - cash
flow hedge (asset / (liability))
-
-
Total derivative financial
instruments
(1,134)115
4.2.1 Foreign exchange risk
Foreign exchange risk is the risk that fluctuations
in exchange rates will impact the Group’s financial
performance. The Group operates internationally and is
exposed to foreign exchange risk arising from various
currency exposures, primarily with respect to the Australian
dollar, US dollar and Euro.
Risk
Exposure arising
fromMonitoringManagement
Foreign
exchange
risk
Foreign currency
purchases (over
90% of purchases
in USD)
Forecast
purchases
Reviewing
exchange rate
movements
USD foreign
exchange
derivatives
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
72 KMD Brands Annual Report 2026
73
4.3 Equity
Accounting policies
Share capital
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of new shares are shown in
equity as a deduction, net of tax, from the proceeds.
Dividends
Dividends are recognised through equity following the
approval by the Company’s Directors.
4.3.1 Contributed equity - ordinary shares
2026
NZ$’000
2025
NZ$’000
Ordinary shares fully paid691,318629,383
Opening balance629,383629,383
Shares issued under
Executive and Senior
Management Long-Term
Incentive Plan
--
Shares issued under share
entitlement offers and
share placement, net of
share issue costs
61,935
-
Closing balance691,318629,383
Number of issued shares
2026
’000
2025
’000
Opening balance711,667711,667
Shares issued under
Executive and Senior
Management Long Term
Incentive Plan
--
Shares issued under share
entitlement offers and
share placement
1 ,0 8 7,74 8-
Share consolidation(1,727,438)-
Closing balance71,977711,667
As at 31 July 2026 there were 71,976,827 (2025: 711,667,484)
ordinary issued shares in KMD Brands Limited and these
are classified as equity.
No shares (2025: nil) were issued under the ‘Executive
and Senior Management Long Term Incentive Plan 24
November 2010’ during the year.
During the year 1,087,747,538 shares were issued in relation
to share placement and share entitlement offers. Total
capital raised of $65,599,271 is net of share issue costs of
$3,664,529.
A 1 for 25 share consolidation was undertaken during the
year to rationalise the number of ordinary shares in issue.
As a result of the consolidation, the number of shares on
issue reduced from 1,799,415,022 to 71,976,827.
All ordinary shares carry equal rights in respect of voting
and the receipt of dividends. Ordinary shares do not have a
par value.
Refer to note 6.3 for employee share-based remuneration
plans.
4.3.2 Reserves and retained earnings
Cash flow hedging reserve
The hedging reserve is used to record gains or losses
on a hedging instrument in a cash flow hedge that are
recognised directly in other comprehensive income,
as described in the accounting policy in note 4.2. The
amounts are recognised in profit or loss when the
associated hedged transaction affects profit or loss.
Foreign currency translation reserve
The foreign currency translation reserve is used to
record foreign currency translation differences arising
on the translation of the Group entities results and
financial position. The amounts are accumulated in other
comprehensive income and recognised in profit or loss
when the foreign operation is partially disposed of or sold.
Share-based payments reserve
The share-based payments reserve is used to recognise
the fair value of share options and performance rights
granted but not exercised or lapsed. Amounts are
transferred to share capital when vested options are
exercised by the employee or performance rights
are vested.
Reserves
2026
NZ$’000
2025
NZ$’000
Cash flow hedging reserve
Opening balance (650)1,684
Realised losses / (gains) transferred to hedged asset6,76 1
(4,450)
Revaluation movement(8,003) 1,126
Deferred taxation movement2.3 336990
Closing balance (1,556)(650)
Foreign currency translation reserve
Opening balance 24,086 23,019
Currency translation differences – gross 33,223 1,067
Currency translation differences – taxation2.3--
Closing balance57, 3 0 924,086
Share-based payments reserve
Opening balance1,106824
Change during the year361391
Deferred taxation movement2.3(26)45
Transfer to share capital on vesting of shares to employees--
Share options / performance rights lapsed(416)(154)
Closing balance1,0251,106
Other reserves
Opening balance(47 )(47 )
Current year expense recognised in other comprehensive income--
Deferred taxation movement2.3--
Closing balance(47 )(47 )
Total reserves56,73124,495
4.3.3 Dividends
2026
NZ$’000
2025
NZ$’000
Prior year final dividend paid--
Current year interim
dividend paid
--
Dividends paid-
4.3.4 Capital risk management
The Group’s capital includes contributed equity, reserves
and retained earnings.
In April 2026 the Group completed a successful
$65,599,271 equity raising to strengthen its balance sheet
and liquidity position. The capital raise has strengthened
the balance sheet and reduced net debt to $48m (2025:
$53m) at balance date.
The Group’s objectives when managing capital are to
safeguard the Group’s ability to continue as a going
concern in order to provide returns for shareholders and
benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital.
To maintain or adjust the capital structure, the Group
may adjust the amount of dividends paid to shareholders,
return capital to shareholders, issue new shares or sell
assets to reduce debt or draw down more debt.
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
74 KMD Brands Annual Report 2026
75
Section 5: Group Structure
5.1 Subsidiary companies
Subsidiaries are all entities over which the Group has control. Control is achieved when the Group:
• has power over the entity;
• is exposed to, or has rights to, variable returns from its involvement with the entity; and
• can use its power to affect returns.
Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses
control of the subsidiary. All subsidiaries in the Group have a balance date of 31 July.
The following entities comprise the significant trading and holding companies of the Group:
Companies
Parties to Deed of
Cross Guarantee
Country of
incorporation
Parent % holding
2026
2025
Parent entity:
KMD Brands Limited
√
New Zealand
Subsidiaries:
Kathmandu Group Limited
√
New Zealand100%100%
KMD Brands Investments Limited
√
New Zealand100%100%
KMD Brands Finance (NZ) LimitedNew Zealand100%100%
KMD Brands Finance (AU) Pty Limited
√
Australia100%100%
KMD Brands Managed Services (NZ) Limited
√
New Zealand100%100%
KMD Brands Managed Services (AU) Pty Ltd
√
Australia100%100%
Kathmandu LimitedNew Zealand100%100%
Kathmandu Pty Ltd
√
Australia100%100%
Kathmandu (U.K.) LimitedUnited Kingdom100%100%
Kathmandu US Holdings LLCUnited States of America100%100%
Oboz Footwear LLCUnited States of America100%100%
Barrel Wave Holdings Pty Ltd
√
Australia100%100%
Rip Curl Group Pty Ltd
√
Australia100%100%
Rip Curl International Pty Ltd
√
Australia100%100%
PT JarositeIndonesia100%100%
Rip Curl Pty Ltd
√
Australia100%100%
Onsmooth Thai Co LtdThailand100%100%
Rip Curl (Thailand) LtdThailand50%50%
Ozmosis Pty Ltd
√
Australia100%100%
Rip Curl Japan Co., LtdJapan100%100%
Curl Retail No 1. Pty LtdAustralia100%100%
RC Surf NZ LimitedNew Zealand100%100%
Rip Curl Finance Pty Ltd
√
Australia100%100%
Rip Curl Europe S.A.SFrance100%100%
Rip Curl Spain S.A.USpain100%100%
Rip Curl Suisse S.A.R.LSwitzerland100%100%
Rip Surf – Artigos De Desporto, Unipessoal, LDAPortugal100%100%
Rip Curl UK LtdUnited Kingdom100%100%
KMD Brands Germany GmbHGermany100%100%
Rip Curl Nordic ABSweden100%100%
KMD Brands Italy SRLItaly100%100%
Rip Curl IncUnited States of America100%100%
Rip Curl Canada IncCanada100%100%
Rip Curl Brazil LTDABrazil100%100%
5.2 Deed of Cross Guarantee
Pursuant to ASIC Corporations (wholly owned
Companies) Instrument 2016/785, the Australian-
incorporated wholly owned subsidiaries listed in note 5.1
as parties to the Deed of Cross Guarantee are relieved
from the Corporations Act 2001 requirements for
preparation, audit and lodgement of financial reports and
directors’ reports in Australia.
It is a condition of the ASIC Corporations Instrument that
the Company and each of the subsidiaries listed enter a
Deed of Cross Guarantee. The effect of the Deed is that
each party guarantees to each creditor of each other
party payment in full of any debt in the event of winding
up of the other party under certain provisions of the
Corporations Act 2001. If a winding up occurs under other
provisions of the Act, the guarantee will only apply if after
six months after a resolution or order winding up any
creditor has not been paid in full.
A Cross Guarantee entities consolidated statement
of comprehensive income and retained earnings
and consolidated balance sheet are prepared for the
Company and controlled entities that are parties to the
Deed of Cross Guarantee, which eliminate all transactions
between parties to the Deed of Cross Guarantee. These
consolidated financial statements are included as a
separate disclosure within the consolidated financial
statements in order to meet the Group’s Australian
statutory reporting obligations.
Cross Guarantee entities Consolidated Statement of Comprehensive Income and
Retained Earnings for the year ended 31 July 2026
2026
NZ$’000
2025
NZ$’000
Sales549,483514,853
Expenses (inc impairment)( 8 8 7, 8 3 0 )(529,354)
Finance costs – net(4,4 30)(27,883)
(Loss) before income tax(342,777)(42,384)
Income tax (expense) / benefit56,6149,229
(Loss) after income tax(286,163)(33,155)
Other comprehensive income / (loss)19,233(5,108)
Total comprehensive income / (loss) for the year(266,930)(38,263)
Opening retained earnings(142,309)(109,308)
(Loss) for the year after income tax(286,163)(33,155)
Dividends paid--
Share options / performance rights lapsed416154
Closing retained earnings(428,056)(142,309)
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
76 KMD Brands Annual Report 2026
77
Note 5.2 Deed of Cross Guarantee continued
Cross Guarantee entities Consolidated Balance Sheet as at 31 July 2026
2026
NZ$’000
2025
NZ$’000
ASSETS
Current assets
Cash and cash equivalents8,2935,879
Trade and other receivables32,56530,537
Inventories121,783108,632
Derivative financial instruments5371,623
Current tax assets767410
Total current assets163,9451 47,0 81
Non-current assets
Trade and other receivables2 2 7, 4 2 9202,635
Investments364,083352,530
Property, plant and equipment35,98339,267
Intangible assets183,119486,995
Derivative financial instruments38-
Right-of-use assets149,020143,764
Total non-current assets959,6721,225,191
Total assets1,123,6171,372,272
LIABILITIES
Current liabilities
Trade and other payables62,1958 7,0 6 1
Derivative financial instruments2,364860
Current tax liabilities-615
Current lease liabilities5 7, 3 4 65 8,75 4
Total current liabilities121,9051 47, 2 9 0
Non-current liabilities
Derivative financial instruments5-
Non-current trade and other payables14,53415,858
Interest bearing liabilities89,3028 7, 1 9 0
Loans with related parties496,553473,245
Deferred tax2,74158,560
Non-current lease liabilities1 1 3,7 91108,125
Total non-current liabilities716,926742,978
Total liabilities838,831890,268
Net assets284,786482,004
EQUITY
Contributed equity – ordinary shares691,318629,383
Reserves21,524(5,070)
Retained earnings(428,0 56)(142,309)
Total equity284,786482,004
Section 6: Other Notes
6.1 Related parties
All transactions with related parties were in the normal
course of business and provided on commercial terms.
No amounts owed to related parties have been written off
or forgiven during the period.
During the year, legal fees of $1,192,000 (2025: $79,000)
were paid to Chapman Tripp for services provided to the
Group (largely related to corporate governance, capital
raise and debt refinancing). Abby Foote is a Director of
KMD Brands and is married to a partner of Chapman
Tripp. As at 31 July 2026, the Group owed outstanding
legal fees of $21,400 (2025: $19,000) to Chapman Tripp.
Key management personnel compensation
2026
NZ$’000
2025
NZ$’000
Salaries8,3346,664
Other short-term employee
benefits
6791,909
Post-employment benefits254422
Termination benefits-356
Share-based payments expense288234
9,555
9,585
6.2 Fair values
The following methods and assumptions were used
to estimate the fair values for each class of financial
instrument:
Trade receivables, trade payables & cash and
cash equivalents
The carrying value of these items are equivalent to their
fair value.
Interest bearing liabilities
The fair value of the Group’s interest bearing liabilities
are estimated based on current market rates available
to the Group for debt of similar maturity. The fair value
of interest bearing liabilities equates to their current
carrying value.
Foreign exchange contracts and interest
rate swaps
The fair value of these instruments is determined using
valuation techniques (as they are not traded in an active
market). These valuation techniques maximise the use of
observable market data where it is available and rely as
little as possible on entity specific estimates.
Specific valuation techniques used to value financial
instruments include the fair value of interest rate
swaps. These are calculated at the present value of the
estimated future cash flows, based on observable yield
curves and the fair value of forward foreign exchange
contracts, as determined using forward exchange rates
at the balance sheet date, with the resulting value
discounted back to present value.
These derivatives have all been determined to be within
level 2 (for the purposes of NZ IFRS 13) of the fair value
hierarchy as all significant inputs required to ascertain the
fair value of these derivatives are observable.
Guarantees and overdraft facilities
The fair value of these instruments is estimated on the
basis that management do not expect settlement at face
value to arise. The carrying value and fair value of these
instruments are approximately nil. All guarantees are
payable on demand.
6.3 Employee share-based remuneration
Accounting policy
Equity settled long term incentive plan
The Executive and Senior Management Long Term
Incentive plan grants Group employee’s performance
rights subject to performance hurdles being met. The
fair value of rights granted is recognised as an employee
expense in the consolidated statement of comprehensive
income with a corresponding increase in the employee
share-based payments reserve. The fair value is
measured at grant date and amortised over the vesting
periods. The fair value of the rights granted is measured
using the KMD Brands Limited share price as at the grant
date less the present value of the dividends forecast to
be paid prior to each vesting date. At each balance sheet
date, the Company revises its estimates of the number
of shares expected to be distributed. It recognises the
impact of the revision of original estimates, if any, in the
consolidated statement of comprehensive income, and a
corresponding adjustment to equity over the remaining
vesting period.
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
78 KMD Brands Annual Report 2026
79
Executive and Senior Management Long Term Incentive Plan
On 20 November 2013, shareholders approved at the Annual General Meeting the continuation of an Employee Long Term
Incentive Plan (LTI) (previously established 24 November 2010) to grant performance rights to Executive Directors, Senior
Managers and Other Key Management Personnel.
Long Term Performance Rights
Performance rights granted to Executive Directors and Senior Managers are summarised below:
Opening balance
Granted during
the year
Vested during
the year
Lapsed during
the yearClosing balance
Grant date
1 Aug 2025- 17, 4 6 0 ,7 2 9-- 17, 4 6 0 ,7 2 9
7 Apr 2025 3,8 3 6,78 2 --- 3,8 3 6,78 2
12 Dec 2024 10,246,680 -- (903,157) 9,343,523
20 Dec 2023 5,260,860 -- (73,391) 5 , 1 8 7, 4 6 9
20 Dec 2022 1,340,453 -- (1,340,453)-
20,684,77517,460,729-(2,317,002)35,828,503
Long Term Incentive performance rights vest in equal
tranches. In each tranche the rights are subject to a
combination of a relative Total Shareholder Return
(TSR) hurdle and / or an EPS growth hurdle. The relative
weighting and number of tranches for each grant date are
shown in the table below:
Grant dateTrancheEPS
weighting
TSR
weighting
1 Aug 2025Tranche 150%50%
7 Apr 2025Tranche 150%50%
12 Dec 2024Tranche 150%50%
20 Dec 2023Tranche 150%50%
20 Dec 2022Tranche 150%50%
The proportion of rights subject to the relative TSR hurdle
is dependent on KMD Brands Limited’s TSR performance
relative to a defined comparable group of companies in
New Zealand and Australia listed on either the ASX or NZX.
The percentage of TSR related rights vest according to the
following performance criteria, provided the TSR is positive:
KMD Brands Limited relative TSR ranking% vesting
Below 50th percentile0%x
50th percentile50%
51st – 74th percentile50% + 2% for each
percentile above the
50th
75th percentile or above100%
The TSR performance is calculated for the following
performance periods:
Tranche20262025
Tranche 136 months to
31 July 2028
36 months to
31 July 2027
The fair value of the TSR rights have been valued under
a Monte Carlo simulation approach predicting KMD
Brands Limited’s TSR relative to the comparable group
of companies at the respective vesting dates for each
tranche. The fair value of TSR rights, along with the
assumptions used to simulate the future share prices using
a random-walk process are shown below:
20262025
Fair value of TSR rights$0.16$0.20
Current price at grant date$0.27$0.41
Risk free interest rate3.17 %3.80%
Expected life (years)33
Expected share volatility38.50%25.4%
The estimated fair value for each tranche of rights issued is
amortised over the vesting period from the grant date.
The proportion of rights subject to the EPS growth
hurdle is dependent on the compound average annual
growth in KMD Brands Limited’s EPS relative to the year
ending 31 July 2026 (2025: 31 July 2025). The applicable
performance periods are:
Tranche20262025
Tranche 1FY28 EPS relative
to FY25 EPS
FY27 EPS relative
to FY24 EPS
The percentage of the EPS growth related rights scales
according to the compound average annual EPS growth
over three years. Each year’s target is set annually, and
an average is taken over the three years to determine
overall achievement.
The fair values of the EPS rights have been assessed as
the KMD Brands Limited share price as at the grant date
less the present value of the dividends forecast to be
paid prior to each vesting date. The estimated fair value
for each tranche of options issued is amortised over the
vesting period from the grant date.
Vesting of Long Term Incentive performance rights also
require remaining in employment with the Company
during the performance period.
During FY26, the Board intended that participants
holding unvested LTI awards be placed in a neutral
position following the equity raising and subsequent
share consolidation.
Subsequent to balance date, the Board approved a
reduction to the EPS performance hurdles and the
number of Performance Rights on issue to neutralise the
impact of these capital restructuring events, preserve
the original design intent of the awards, maintain their
economic and proportionate value, and align executive
and shareholder outcomes while ensuring the revised
performance conditions remained appropriately
challenging.
Performance Rights continue to be subject to
performance conditions and represent an opportunity to
earn, rather than a guaranteed outcome.
Expenses arising from equity settled share-based
payments transactions
2026
NZ$’000
2025
NZ$’000
Long term performance rights361391
Short term performance rights--
361391
6.4 Contingent liabilities
The Group is subject to litigation incidental to its
business, none of which is expected to be material.
No material provision has been made in the Group’s
consolidated financial statements in relation to any
current litigation and the Directors believe that such
litigation will not have a material effect on the Group’s
consolidated financial position, results of operations or
cash flows. There are $2,408,000 of contingent liabilities
as at 31 July 2026 (2025: $2,659,000).
The most material contingent liability relates to ongoing
discussions with the French customs duty authority
in relation to the customs value of imported goods.
During the year, a portion of the customs assessment
was settled, with the related amount covered by a
provision recognised in prior periods. Management has
assessed further aspects of this matter and believes
that the likelihood of any additional significant outflow of
resources is possible but not probable, and accordingly,
no additional provision has been recognised. Based on
currently available information, the potential financial
impact of this contingent liability could be in the range of
zero to €1,000,000. The timing of any potential outflow
is uncertain and dependent on the resolution. The Group
continues to monitor the matter as additional information
becomes available.
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
80 KMD Brands Annual Report 2026
81
6.5 Contingent assets
The Group has submitted an MDBI insurance claim arising
from COVID public health authority mandates. The claim
has been lodged with the Group’s insurer and is currently
under negotiation. Based on legal advice received to
date and the terms of the insurance policy, the directors
consider there is a valid claim. However, at the reporting
date the outcome amount recoverable cannot yet be
measured reliably, as negotiations are ongoing. Accordingly,
no asset has been recognised in these financial statements
in respect of the insurance recovery, however, the claim is
considered material to the Group’s financial position. The
Group will recognise an insurance recovery only when its
realisation becomes virtually certain, in accordance with
the requirements of NZ IAS 37 Provisions, Contingent
Liabilities and Contingent Assets.
There are no other contingent assets as at 31 July 2026
(2025: nil).
6.6 Events occurring after balance
sheet date
On 15th September 2026 the Group satisfied key FCCR
covenant milestones contained in its financing arrangements
and the remaining working capital facility was made
available. As a result, the Group’s multi-option syndicated
facility increased to A$147.3 million multi-currency revolving
and NZ$28.8 million multi-currency facilities.
There are no other events after balance date which
materially affect the information within the consolidated
financial statements.
6.7 Supplementary information
Directors’ fees
2026
NZ$’000
2025
NZ$’000
Directors’ fees9641,039
Directors’ fees for the Company were paid to the following:
• Philip Bowman (appointed as Chairman May 2026)
• David Kirk (stepped down as Chairman April 2026)
• Abby Foote
• Andrea Martens
• Zion Armstrong (stepped down May 2026)
• John Strowger (appointed as a director July 2026)
Audit fees
During the year, the following fees were paid or payable for
services provided by the auditor of the Company, its related
practices and other network audit firms:
2026
NZ$’000
2025
NZ$’000
Audit services – Group auditor
Group audit – KPMG New Zealand 571 559
France statutory audit
– KPMG France
123159
Thailand statutory audit
– KPMG Thailand
55 52
749770
Audit services – other audit firms12960
Total fees for audit services878830
Non-audit services
– Group auditor
Greenhouse Gasses (GHG)
Assurance – KPMG NZ
-48
Revenue certificates
– KPMG New Zealand
-1
Banking compliance certificates
– KPMG New Zealand
66
655
6.8 New accounting standards and
interpretations
New standards and interpretations first applied
in the period
There are no new or amended accounting standards or
interpretations first applied in the period that have had a
material impact on the Group.
Standards, interpretations and amendments to
published standards that are not yet effective
No new and amended accounting standards and
interpretations issued but not yet effective have been
early adopted.
New Accounting StandardEffective Date Applicable to the GroupSummary of Changes
NZ IFRS 18 Presentation and Disclosure in
Financial Statements
1 August 2027NZ IFRS 18 Presentation and Disclosure in
Financial Statements will supersede NZ IAS
1 Presentation of Financial Statements and
is intended to improve comparability and
transparency in the presentation of financial
statements.
NZ IFRS 18 introduces three key new
requirements (among others):
• A change in the structure of the
statement of profit or loss – requires
the presentation of profit and loss items
by operating, investing and financing
activities and specified subtotals
including operating profit or loss
• Management defined performance
measures to be included in a note in the
financial statements
• Enhanced aggregation/ disaggregation
clarification
The new standard also amends the
classification in the statement of cash flows.
The Group’s assessment of the impact
remains ongoing.
There are no other standards or amendments published but not yet effective that are expected to have a significant
impact on the Group.
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
82 KMD Brands Annual Report 2026
83
© 2026 KPMG, a New Zealand Partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited,
a private English company limited by guarantee. All rights reserved.
Document classification: KPMG Public
Independent Auditor’s Report
To the shareholders of KMD Brands Limited
Report on the audit of the consolidated financial statements
Opinion
We have audited the accompanying consolidated
financial statements which comprise:
the consolidated balance sheet as at 31 July
2026;
the consolidatedstatements of
comprehensive income, changes in equity
and cash flows for the year then ended; and
notes, including material accounting policy
information and other explanatory
information.
In our opinion, the accompanying consolidated financial
statements of KMD Brands Limited (the Company) and its
subsidiaries (the Group) on pages 39 to 83 present fairly
in all material respects:
- the Group’s financial position as at 31 July 2026
and its financial performance and cash flows for
the year ended on that date;
In accordance with New Zealand Equivalents to
International Financial Reporting Standards (NZ
IFRS) issued by the New Zealand Accounting
Standards Board and the International Financial
Reporting Standards issued by the International
Accounting Standards Board.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)). We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of KMD Brands Limited in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (Including International Independence Standards) (New
Zealand) issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics
Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including
International Independence Standards) (IESBA Code), as applicable to audits of financial statements of public
interest entities. We have also fulfilled our other ethical responsibilities in accordance with Professional and
Ethical Standards 1 and the IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the Auditor’s responsibilities for the audit of the
consolidated financial statements section of our report.
Our firm has provided other services to the Group in relation to reasonable assurance engagement for bank
covenant compliance, and agreed upon procedures for store revenue certificates. Subject to certain restrictions,
partners and employees of our firm may also deal with the Group on normal terms within the ordinary course of
trading activities of the business of the Group. These matters have not impaired our independence as auditor of
the Group. The firm has no other relationship with, or interest in, the Group.
Materiality
The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the
nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually
and on the consolidated financial statements as a whole. The materiality for the consolidated financial statements
as a whole was set at $3.5 million determined with reference to a benchmark of the Group’s EBITDA. We chose
the benchmark because, in our view, this is a key measure of the Group’s performance.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the consolidated financial statements in the current period. We summarise below those matters and our key audit
procedures to address those matters in order that the shareholders as a body may better understand the process
by which we arrived at our audit opinion.
Our procedures were undertaken in the context of and solely for the purpose of our audit opinion on the
consolidated financial statements as a whole and we do not express discrete opinions on separate elements of
the consolidated financial statements.
The key audit matter How the matter was addressed in our audit
Impairment assessment of indefinite life intangible assets - Goodwill and Brands
As the Group holds significant
indefinite useful life assets, there
is the requirement to perform an
annual impairment review as set
out in note 3.3.
These assets are a result of the
historical acquisitions of the
Kathmandu, Oboz and Rip Curl
businesses.
An impairment of $147.5 million
was recognised on Kathmandu,
$278.0 million on Rip Curl and
$37.2 million on Oboz.
The impairment assessment is
considered to be a key audit
matter due to the significance of
these assets to the group’s
financial position and the level of
management judgement involved
in the impairment assessment.
These judgements include:
— Determination of cash
generating units (CGUs), or
Our audit procedures included:
• Assessing the consistency of management’s approach against the
requirements of the accounting standards, including assessment of
the CGU level at which to test the intangible assets;
• Performing an independent evaluation of the recoverable amount of
the relevant CGUs using our own valuation methodology and
assumptions;
• Utilising our corporate finance specialists to independently determine
a range of discount rates and terminal growth rates using market-
based inputs and comparable industry data;
• Assessing the integrity and mechanical accuracy of the impairment
models used in our independent evaluation;
• Evaluating forecast cash flows by reference to historical performance,
current market conditions and other available evidence; and
• Considering the sensitivity of key assumptions to changes within a
reasonably possible range and associated financial statement
disclosures.
We did not identify any material misstatements in relation to the
impairment assessment of indefinite life intangible assets or associated
disclosures.
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
84 KMD Brands Annual Report 2026
85
The key audit matter How the matter was addressed in our audit
group of CGUs, to consider for
testing
— Forecast future performance
for each CGU, or group of
CGUs; and
— Assessment of discount and
terminal growth rates.
Other information
The directors, on behalf of the Group, are responsible for the other information. The other information comprises
information included in the Annual Integrated Report but does not include the financial statements and our
auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover any other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements our responsibility is to read the other
information and in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears materially
misstated.
If, based on the work we have performed, we conclude there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
Use of this independent auditor’s report
This independent auditor’s report is made solely to the shareholders. Our audit work has been undertaken so
that we might state to the shareholders those matters we are required to state to them in the independent
auditor’s report and for no other purpose. To the fullest extent permitted by law, none of KPMG, any entities
directly or indirectly controlled by KPMG, or any of their respective members or employees, accept or assume
any responsibility and deny all liability to anyone other than the shareholders for our audit work, this independent
auditor’s report, or any of the opinions we have formed.
Responsibilities of directors for the consolidated financial
statements
The directors, on behalf of the Group, are responsible for:
— the preparation and fair presentation of the consolidated financial statements in accordance with NZ
IFRS issued by the New Zealand Accounting Standards Board and the International Financial Reporting
Standards issued by the International Accounting Standards Board;
— implementing the necessary internal control to enable the preparation of a consolidated set of financial
statements that is free from material misstatement, whether due to fraud or error; and
— assessing the ability of the Group to continue as a going concern. This includes disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting unless
they either intend to liquidate or to cease operations or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated
financial statements
Our objective is:
— 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 independent auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but it is not a guarantee that an audit conducted in
accordance with ISAs NZ will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They 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 the
consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is located at the
External Reporting Board (XRB) website at:
https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/
This description forms part of our independent auditor’s report.
The engagement partner on the audit resulting in this independent auditor’s report is Peter Taylor.
For and on behalf of:
KPMG
Christchurch
23 September 2026
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
86 KMD Brands Annual Report 2026
87
89
ADDITIONAL
DISCLOSURES
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
88 KMD Brands Annual Report 2026
89
The Board and Management of KMD Brands Limited
(the “Company” or “KMD”) and its related companies
(“the Group”) are committed to adhering to best
practice governance principles and maintaining high
ethical standards. The Board is responsible for the
overall governance of the Group, including adopting the
appropriate policies and procedures and guiding Directors,
management, and employees of the Group’s businesses
to fulfil their functions effectively and responsibly.
The Company regularly examines its governance
arrangements against national and international standards.
The Company has developed its corporate governance
policies and practices in line with the principles and
recommendations set out in the New Zealand Stock
Exchange (“NZX”) Corporate Governance Code
31 March 2026 (“NZX Code”) and Listing Rules (“NZX
Listing Rules”).
This Corporate Governance Statement details the
Company’s key corporate governance arrangements.
For the duration of the reporting period, the Company
has followed the recommendations set out in the NZX
Code where appropriate, having regard to the size
of the Group and the Board, the resources available
and the activities of the Group’s businesses.
The Company’s relevant charters and policies are available
in the “Governance” section of the Company’s Investor
Website at www.kmdbrands.com/corporate-governance.
The information in this Corporate Governance Statement
is provided as at 31 July 2026 (except where otherwise
specified). This Corporate Governance Statement has
been approved by the Board.
KMD has a full listing on the NZX Main Board and a
Foreign Exempt listing on the ASX. KMD confirms
that, for the purposes of ASX Listing Rule 1.15.3, it has
complied with and continues to comply with the Listing
Rules of the NZX, which is its home exchange.
Principle 1 – Code of Ethical Behaviour
The Company is committed to fostering a culture of best
practice and ethical behaviour and therefore expects
the members of its Board and all employees to act in
accordance with the Company’s values, policies and
legal obligations. All Directors and employees joining
the Group are provided with information and training on
the Group’s values and the following policies. Updates
and refreshers are provided on a regular basis.
Corporate governance statement
Code of Ethics
The Board is committed to high standards of ethical
corporate practice and business conduct. The Board
has a formal Code of Ethics, to be followed by all
Directors and employees, which provides a guide
for both behaviour and decision making, reflecting
the values of the Group. Any material breaches of
the Code of Ethics are reported to the Board.
The key aspects of the Code of Ethics are to:
• act with openness, fairness and integrity including full
and prompt disclosure of any conflicts of interest;
• consider the impacts of decisions on wider
stakeholders;
• operate with diligence and carry out responsibilities to
the highest standard;
• act ethically, responsibly and to comply with the law;
• be accountable for acts and decisions; and
• speak up if aware of conduct that may be a breach of
the Code of Ethics.
The Code of Ethics applies to all Directors, managers,
employees, secondees, third-party contractors and
consultants of the Group. Communication about the Code
of Ethics, which includes the Group’s anti-corruption
policies and procedures, was provided to all employees
in Australia, New Zealand, USA and Canada in 2026.
The Group maintains a formal Whistleblowing Policy
recognising that the protection of whistleblowers
is integral to fostering transparency, promoting
integrity and detecting misconduct. The best way to
fulfil this commitment is to create an environment in
which employees who have genuine concerns about
improper conduct, unacceptable behaviour or wrong-
doing feel safe to report it without fear of reprisal.
Our Whistleblowing Policy outlines the mechanisms
available to raise concerns about the organisation’s
business conduct including reporting to the designated
Whistleblower Protection Officer or to KMD Brands’
external and independent Whistleblower hotline.
Any material incidents are required to be
communicated to the Board throughout the year.
In the current reporting period, no critical concerns
were required to be communicated to the Board.
Securities Trading Policy
The Company has a formal Securities Trading Policy that
outlines how Directors and employees are to deal in the
Company’s securities. This policy provides transparent
expectations and requirements. The Securities Trading
Policy is not designed to prohibit Directors and
employees from investing in the Company’s securities
but recognises that there are times when Directors or
employees cannot, or should not, deal in those securities.
In addition to the overriding restriction that persons
may not deal in the Company’s securities while they
are in possession of non-public material information,
all Company personnel are not permitted to deal
in securities during certain ‘blackout periods’.
Blackout periods are set eight weeks prior to release
of the Company’s half-year and full-year balance
date, until the first trading day after the release of
the half and full year results announcements.
Directors and senior executives must always receive
clearance from the Chairperson of the Board before
any proposed dealing in Company securities. Where a
Director or senior executive is subject to exceptional
circumstances (such as severe financial hardship),
written approval may be granted by the independent
Directors for the disposal of Company securities during
a blackout period, provided the individual concerned is
not in possession of any non-public material information.
The Securities Trading Policy prohibits Directors,
senior executives, key management personnel and
all other employees from entering into hedging or
other arrangements that have the effect of limiting the
economic risk in connection with unvested securities
issued pursuant to any employee option or share plan.
Principle 2 – Board Composition and
Performance
Roles and Responsibilities
The Board is responsible for the overall supervision
and governance of the Group. A framework for the
effective operation of the Board is set out in the Board
Charter, which includes the following responsibilities:
• the long-term growth and profitability of the Company;
• developing the strategic and financial objectives for
the Company, including those related to sustainable
development;
• monitoring management’s implementation of key
policies, strategies and financial objectives;
• directing, monitoring and assessing the Company’s
performance against strategic business plans;
• approving and monitoring the progress of major
capital expenditure, capital management, and
acquisitions and divestitures;
• identifying the principal risks of the Company’s
business;
• reviewing and ratifying the Company’s systems of
internal compliance and control, risk management,
legal compliance, corporate governance practices,
financial and other reporting;
• appointing and removing the Group Chief Executive
Officer (“CEO”);
• ratifying the appointment, and where appropriate,
the removal of the senior executives of the Group;
• approving the remuneration framework for the
Group; and
• monitoring and reviewing Board succession planning.
The Board is ultimately responsible for overseeing the
processes to identify and manage the Group’s impacts
on the economy, environment and people, and has
appointed the Group CEO to direct the day-to-day
management of Group operations and engage with
stakeholders to support these processes. Each of the
Group executive team members has been delegated
specific areas of responsibility for managing these
impacts across the businesses’ operations. This includes:
the Chief Legal & ESG Officer, who is responsible
for execution of the Group ESG strategy; the Chief
Operations Officer who is responsible for supply chain
impacts; and the Chief Financial Officer (“CFO”) who
oversees financial health and stability for the Group.
Each of the brand CEOs are ultimately responsible for
driving activities within their individual brand business
units. All Group officers report directly to the Group
CEO, with written and in-person updates provided
on the management of economic, environmental and
people impacts at regular Board meetings, which occur
at least eight times a year. Matters reserved for the
Board and the scope and limitations of delegations to
the Group CEO, Group executives and management
personnel are set out in a Group Delegated Authority
Policy approved by the Board on an annual basis.
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
90 KMD Brands Annual Report 2026
91
Board composition and assessment of
independence
At 31 July 2026, the Board is comprised of five Directors,
namely Abby Foote, Andrea Martens, Philip Bowman,
Brent Scrimshaw and John Strowger. The Chairperson
of the Board is Philip Bowman, an independent Director.
Four out of the five Directors are non-executive Directors.
Brent Scrimshaw (Managing Director and Group CEO)
is the only executive Director on the Board. At least
two directors ordinarily reside in New Zealand.
On 7 July 2026, KMD announced that Ian Morrice would
join the Board as a non-executive Director, effective
20 August 2026.
The Board assesses the independence of its Directors
in accordance with the requirements set out in the
Board Charter, the NZX Listing Rules and the NZX
Code. Brent Scrimshaw, as Managing Director, is
employed by the Company in an executive capacity
and is not considered to be an independent Director.
Abby Foote, Andrea Martens, Philip Bowman and John
Strowger are considered to be independent Directors
and none of the factors identified in the commentary to
Recommendation 2.4 of the NZX Code apply to them.
During the reporting period, the Board also assessed
the independence of David Kirk. While Mr Kirk’s tenure
exceeds the period referred to in the commentary
to Recommendation 2.4 of the NZX Code, the Board
concluded that this did not give rise to a disqualifying
relationship. In reaching this conclusion, the Board
considered the absence of any material business or
other relationship with the Company, Mr Kirk's continued
exercise of independent judgement, and his ongoing
contribution as an effective independent director.
Accordingly, the Board determined that Mr Kirk remained
an independent Director during the reporting period.
Mr Kirk resigned from the Board effective 1 July 2026.
A brief biography of each Board member can be
found in the “Board and Management” section of the
Company’s Investor Website, including the relevant
qualifications and experience of each Board member.
Nomination and Appointment
New Directors are selected through a nomination
and appointment process administered by the
Board, as outlined in the Board Charter.
The Board has systems in place which require that
appropriate checks are conducted before appointing
any new Director, or putting a candidate forward
to the Company’s shareholders for election as a
Director. These established systems ensure that, as
a collective group, Board members hold the skills,
experience, knowledge and diversity needed to
discharge the Board’s functions and responsibilities.
During the reporting period, the Board conducted a
comprehensive search for two additional independent
non-executive Directors to join the Board, to bring
specific credentials to the Board, complementing the
existing skills, experience and diversity of the Directors,
and supporting the Company in the next phase of its
strategic agenda. The Board was assisted in this process
by Hourigan International. The new appointments
were identified through a process of assessing each
potential candidate against clear selection criteria.
The Company enters into written agreements with
each newly appointed Director or senior executive
establishing the terms of their appointment.
Skills Matrix
The Board benefits from the Directors’ diverse
combination of skills, experiences and expertise and
the insights that result from this diversity. The Board
is satisfied that the current composition of the Board
reflects an appropriate range of the skills, experience,
knowledge and diversity needed to discharge the
Board’s functions and responsibilities and to achieve
the strategic aims of the Group. The Board continues
to monitor and review Board composition. The
Board has developed a skills matrix which it uses to
assist in developing plans for long-term succession
planning to identify current and future skills gaps.
During the year, the Board received regular
briefings and training on emerging governance,
legal, regulatory and matters relevant to the
Group's operations and strategic priorities.
The following chart summarises the skills,
attributes and experience held by the Directors
of the Company during the reporting period.
Skills of our Directors
Philip
Bowman
Andrea
Martens
Abby
Foote
Brent
Scrimshaw
John
Strowger
Brand, customer
and market
Global brand,
consumer goods
product innovation
and differentiation
Multi-channel
customer, direct
-to-customer, loyalty
and retail execution
Strategy, growth
and portfolio
Strategy development
and commercial acumen
Capital allocation,
M&A and portfolio
optimisation
Digital,
technology and
transformation
Unified commerce,
digital, data, AI and
cyber resilience
Governance, risk
and financial
stewardship
Governance experience
of listed companies
Risk management
including non-financial
and operational risk
Finance, integrated
reporting and audit
People,
Sustainability
and responsible
business
People, culture,
talent and workforce
transformation
Sustainability for
communities, climate
and product circularity
Global operations
and leadership
International business,
sourcing and supply
chain resilience
Executive leadership
at scale
Substantial Experience
Medium Experience
Some Experience
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
92 KMD Brands Annual Report 2026
93
Te n u r e
Directors are appointed and retire by rotation in
accordance with the Company’s constitution and the NZX
Listing Rules. Director tenure is taken into account by the
Board when considering the independence of each Director
in accordance with the NZX Code.
The average tenure for non-executive Directors is 5.4 years
with the following tenure mix:
Tenure of Non-Executive Directors
Diversity and Inclusion
The Group embraces and encourages a diverse
and inclusive workplace culture. This enriches
collaborative and creative thinking to provide
innovative products and world-class customer
service to an equally diverse global community.
The Company maintains a written Diversity Policy
in accordance with the NZX Code, which affirms the
Group’s commitment to harnessing differences to
encourage an innovative, responsive and productive
workplace, creating value and rewards for customers,
the team, shareholders, and the community.
The Diversity Policy considers factors beyond gender
diversity (such as ethnicity, cultural background,
sexual orientation, age and skills). The People and
Remuneration Committee is responsible for setting
diversity objectives and monitoring progress. The
Board considers that the Company continued to make
progress against the objectives of its Diversity Policy
during FY26 through ongoing diversity and inclusion
initiatives. Progress against measurable diversity
objectives will be reported in our FY26 Impact Report.
Gender Composition of the Company’s Board of
Directors and Officers
The Group has set a measurable objective for achieving
gender diversity in relation to the composition of its
Board and Officers, of not less than 40% who self-
identify as male and 40% who self-identify as female.
The Board has not determined a specified period for
meeting this measurable objective. In recruitment, the
Company seeks candidates with specific capabilities,
including global apparel experience, required to support
the Group, selecting from a balanced pool of candidates.
Ultimately, the best person for the role is selected,
notwithstanding gender identification. The Company
is committed to its stated targets and initiatives to
improve diversity by assessing its performance against
these targets annually and will transparently disclose
its progress on these objectives. As at 31 July 2026, the
Company’s Board gender diversity objective was met.
For the purposes of the table below, “Officer” means
the Group executive team, being those roles reporting
to Brent Scrimshaw in his capacity as Group CEO.
As at 31 July 2026, the gender composition of the Company’s Board and Officers is as follows:
TOTAL
Male
Female
Gender Diverse
FY26
FY25
Directors
60% Male
40% Female
325
Officers
50% Male
50% Female
448
Directors
67% Male
33% Female
42
6
Officers
63% Male
38% Female
549
Principle 3 – Board Committees
The Board has established and maintains two committees
to assist with discharging the Board’s responsibilities:
the Audit and Risk Committee; and the People and
Remuneration Committee. The Board may establish
other committees based on the needs of the Group.
Each Committee is governed by its own Charter,
which has been adopted by the Board, and is reviewed
periodically. The Committee Charters are available in
the “Corporate Governance” section of the Company’s
Investor Website at www.kmdbrands.com/corporate-
governance.
Membership of each Committee is based on the
needs of the Company, relevant legislative and other
requirements, and the skills and experience of individual
Directors. Each Committee makes recommendations
to the full Board for consideration and decision-making
as and when required. The majority of Committee
members are independent directors. Management
only attends Committee meetings by invitation. During
the reporting period, John Strowger joined the Audit
and Risk Committee following the resignations of Zion
Armstrong and David Kirk. Philip Bowman, as Chairperson
of the Board, is a member of both Committees.
The Company does not have a nomination committee.
Due to the size of the Company’s Board, the Board as
a whole retains the responsibility for recommending
new Director appointments. The Board considers
that it is able to deal efficiently and effectively with
the processes of appointment and reappointment of
Directors to the Board and considerations of Board
composition and succession planning. The Board
draws on the experience and advice of external
recruitment specialists for assistance when required.
The Board will continue to review the needs of the
Group in relation to the Director nomination process and
whether a change of approach in this area is needed.
0123
<2 years
>10 years
6 – 10 years
2 – 5 years
Measuring Board Performance
The Board undertakes an annual self-evaluation of its
performance against the requirements and expectations
of the Board Charter and the Board’s role in overseeing the
Group, including its impacts on the economy, environment
and people. The performance of the Board’s committees
and each individual Director is also reviewed on an annual
basis, alongside the Board’s goals and objectives for the
upcoming year. This performance review also identifies
any changes needed to the Board and Committee
Charters and is used to assist in developing plans for
long-term succession planning for Board composition
and future training needs. The Board approves the criteria
for assessing annual performance of the Group CEO.
The Board makes appropriate training available
to all Directors to enable them to discharge their
responsibilities to the best of their ability, and to keep
up to date on changes in areas relevant to their roles.
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
94 KMD Brands Annual Report 2026
95
Audit and Risk CommitteePeople and Remuneration Committee
Roles and
responsibilities
• Overseeing the process of financial reporting,
internal control, continuous disclosure, financial
and non-financial risk management, compliance,
and external audit, including compliance with
relevant climate-related disclosure regulations;
• Monitoring the Group’s compliance with laws and
regulations and the Company’s Code of Ethics;
• Encouraging effective relationships with, and
communication between, the Board, management
and the Company’s external auditor; and
• Evaluating the adequacy of processes and
controls established to identify and manage areas
of potential risk and to seek to safeguard the
Company’s assets.
• Overseeing the development and
application of the Group People strategy,
the remuneration framework and
associated policies;
• Assisting the Board in relation to matters
concerning remuneration of senior
executives and Directors;
• Providing effective remuneration
policies and programs to motivate high
performance from all employees; and
• Confirming that appropriate and effective
policies for managing the performance
and development of employees at all
levels are in place.
MembershipAt least three members, a majority of whom must
be independent Directors and all of whom must
be non-executive Directors. At least one member
must have an accounting or financial background.
The Chair is to be an independent non-executive
Director, who is not the Chair of the Board.
Current members:
• Abby Foote (Chair)
• Philip Bowman
• John Strowger
At least three members, a majority of whom
must be independent Directors and all of
whom must be non-executive Directors.
The Chair is to be an independent,
non-executive Director.
Current members:
• Andrea Martens (Chair)
• Abby Foote
• Philip Bowman
Attendance
The number of meetings of the Board of Directors and the Board Committees held during the year ended 31 July 2026 and
the numbers of meetings attended by each Director were:
Board Audit and Risk Committee
People and
Remuneration Committee
Attended
Eligible to
attendAttended
Eligible to
attend Attended
Eligible to
attend
David Kirk*11114534
Andrea Martens1313––44
Brent Scrimshaw1313––––
Philip Bowman13135511
Abby Foote 13135544
Zion Armstrong**8823––
John Strowger***22––––
* Retired 1 July 2026. ** Retired 1 May 2026. *** Appointed effective 1 July 2026
Takeover Protocols
The Board has appropriate protocols in place that
set out the procedure to be followed in respect of a
control transaction for the Company. An independent
committee of Directors would be formed which would
have responsibility for managing the control transaction
process in accordance with the Board protocols
and relevant New Zealand legal requirements.
Principle 4 – Reporting and Disclosure
The Company is committed to promoting investor
confidence by providing all stakeholders with timely,
accurate and balanced disclosure of information regarding
its financial, non-financial and operational matters.
The Company’s Code of Ethics, Board and Committee
Charters and other key governance policies and
documents are available on its Investor Website at
www.kmdbrands.com/investor-centre/corporate-
governance/
Continuous Disclosure Policy
The Company’s Continuous Disclosure Policy provides
that all Directors, executives and employees are
required to be aware of and fulfil their obligations in
relation to the timely disclosure of material information.
The Continuous Disclosure Policy explains the
respective roles and responsibilities, procedures and
processes in place to ensure the Company observes
its continuous disclosure obligations under the NZX
Listing Rules. The Continuous Disclosure Policy is
available and accessible to all Group employees
and training on its contents is provided regularly.
Financial Reporting
The Audit and Risk Committee oversees the quality
of external financial reporting including the veracity,
comprehensiveness and timeliness of financial
statements. The Company seeks to provide clear,
concise financial statements.
Non-Financial Reporting
The Company is committed to sharing information about
its environmental and social impact. Across the Group,
the Company is committed to protecting workers’ rights,
minimising waste and lowering the environmental impacts
of business operations by understanding its supply chain.
Throughout its previous Integrated Reporting
approach, the Company has described the material
ESG risks and opportunities facing the Group and
how those matters are managed. The Company
uses and reports in reference to the GRI Standards
framework, as well as the B Corp framework, to
identify, monitor and manage these matters.
The Company published its second Climate-Related
Disclosure statement under the Aotearoa New
Zealand Climate Standards in 2025. The New Zealand
Government has announced proposed changes
to the climate-related disclosure regime, including
increasing the reporting threshold for listed issuers,
which would remove the Company from the scope
of the mandatory reporting requirements if enacted
in their current form. While these legislative changes
had not been enacted as at the date of this report, the
Board continues to oversee climate-related risks and
opportunities as part of its governance responsibilities.
For FY26, the Company intends to publish an Impact
Report in November 2026, outlining its environmental
and social impact and performance against its ESG
strategy and metrics for the reporting period but will
not prepare a Climate-Related Disclosure statement
under the Aotearoa New Zealand Climate Standards
given the interim no action relief provided to listed
issuers by the Financial Markets Authority. The Impact
Report will include emissions data and climate-related
information, and will be accompanied by modern slavery
disclosures, including reporting on the Company’s
actions to identify, assess and address modern
slavery risks within its operations and supply chain.
The following chart summarises the roles, responsibilities and membership of these two Board Committees
(as at 31 July 2026).
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
96 KMD Brands Annual Report 2026
97
Principle 5 – Remuneration
Remuneration at a glance FY26
Remuneration framework
Executive remuneration comprises three components:
COMPONENTPURPOSEKEY FEATURES
Base Salary or Fixed
Remuneration
Attracts and retains talent
through provision of market-
competitive remuneration
for role responsibilities.
Base salary and benefits (where applicable),
reviewed annually
Short-Term Incentive
(STI)
Rewards annual performance
against financial and
strategic objectives
Cash-based; linked to financial and individual
performance measures
Long-Term Incentive
( LT I )
Aligns remuneration with
long-term shareholder
value creation
Equity-based; subject to multi-year performance
conditions
FY26 remuneration outcomes
– Other Executives
–Financial gateways not achieved
for Group, Kathmandu and Rip Curl
participants with no STI awarded
–Oboz participants achieved above-
target financial outcomes
–No LTI awards vested during FY26
FY26 remuneration outcomes – Group CEO
COMPONENTOUTCOME
Fixed remunerationA$1,203,331
STI Financial componentNil
STI Non-Financial componentNil
FY26 LTI grant Subject to ongoing
performance conditions
FY25 LTI grant Subject to ongoing
performance conditions
Group CEO remuneration mix
70% of the Group CEO's maximum remuneration opportunity is performance based and at risk.
Fixed remuneration
STI
LT I
% of maximum remuneration
30%26%44%
Remuneration Framework
Approach to Remuneration
KMD Brands' remuneration philosophy is designed to
support the delivery of the Group's strategy and long-
term sustainable value creation. Our remuneration
framework is designed to attract, retain and motivate
high calibre executives, while aligning remuneration
outcomes with the delivery of the Group’s strategy
and the creation of long-term shareholder value.
The Board seeks to provide a clear link between pay and
performance by:
• Placing a substantial proportion of executive
remuneration “at risk” and contingent on performance
outcomes;
• Balancing short-term and long-term incentives to
drive both annual performance and sustained value
creation; and
• Linking incentive outcomes to a mix of financial
and strategic performance measures aligned to the
Group’s Next Level Transformation strategy.
Remuneration outcomes are determined by the
Board following recommendation from the People
and Remuneration Committee, having regard to
Company performance, individual contribution
and the broader market environment.
Link Between Pay and Performance
The Company’s remuneration framework is designed
to directly align executive reward with Company
performance:
• Financial performance measures (including earnings
and shareholder return) underpin both STI and LTI
outcomes;
• Strategic and operational objectives support delivery
of the Group’s transformation and long-term growth;
and
• A significant portion of remuneration is deferred and
subject to future performance, reinforcing long-term
alignment with shareholder value.
Remuneration Governance
People and Remuneration Committee
The People and Remuneration Committee is responsible
for overseeing remuneration arrangements for the Group,
including reviewing remuneration for the Group CEO and
senior executives, and making recommendations to
the Board.
Remuneration decisions are made in accordance with
the Remuneration Policy (available at www.kmdbrands.
com/Corporate-Governance) with regard to:
• Company performance and strategic outcomes;
• individual performance and contribution; and
• relevant market data and benchmarking.
Benchmarking
Base salaries and fixed annual remuneration (comprising
base salary, employer superannuation contributions and
cash benefits for Australian Executives) are reviewed
periodically, and typically on an annual basis, having
regard to the scope of the role, individual performance,
market competitiveness and broader remuneration
outcomes across the Group. The Group’s remuneration
philosophy is to position base salaries or fixed
remuneration around the median (50th percentile) of
relevant market benchmarks, with actual remuneration
varying based on skills, experience and performance.
The Committee may seek independent external advice
where appropriate. During the year, the Group purchased
remuneration benchmarking data from Korn Ferry
for comparable companies to support assessments
across key global markets. The Board is satisfied that
the benchmarking is free from undue influence.
Board discretion
The Board retains discretion, in accordance with the STI
and LTI plan rules, in determining remuneration outcomes
to ensure alignment with shareholder interests and overall
Company performance.
STI and LTI outcomes are reviewed and approved
by the Board following recommendation from the
People and Remuneration Committee. In determining
outcomes, the Board applies judgement having regard to
overall Company performance, including both financial
results and broader business performance, individual
contribution and alignment with shareholder outcomes.
Refer to Principle 3 – Board Committees for more
information about membership, responsibilities
and meeting attendance relating to the People and
Remuneration Committee for FY26.
Other governance disclosures
The Board retains discretion, in accordance with the
Company's Malus and Clawback policy, to adjust,
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
98 KMD Brands Annual Report 2026
99
cancel or amend unvested incentives, and in certain
circumstances, may seek to recover incentives already
vested or paid, including in cases of material misstatement,
gross misconduct, or material non-compliance.
The Company does not have a mandatory share ownership
requirement for the Group CEO or Executive team.
Enhancing remuneration disclosures
The Company continues to evolve its remuneration
disclosures to enhance transparency and comparability,
taking into account NZX guidance, investor feedback and
emerging market practice.
The FY26 disclosures represent a step towards greater
clarity in remuneration reporting, balancing transparency
with appropriate protection of commercially sensitive
information.
Executive Remuneration structure
Executive remuneration comprises:
• base salary and benefits (reviewed annually to assess
appropriateness to the position and competitiveness
within the market);
• Short Term Incentives (“STI”); and
• Long Term Incentives (“LT I”).
This structure is designed to balance short-term
performance with long-term value creation and aligns
a significant proportion of remuneration with
performance outcomes.
Short Term Incentive (STI)
How the STI operates
Executives are eligible to participate in an annual
STI plan, providing cash-based rewards linked
to financial and strategic performance.
STI outcomes are subject to Board discretion
and are determined based on:
• Financial performance, with a primary focus on Group
and Brand earnings (“EBIT”); and
• Strategic and individual performance, aligned to delivery
of the Group’s transformation priorities.
Achievement of the underlying EBIT targets act as
a gateway condition for both the Financial and Non-
Financial measures for both Group and Brand participants.
If the underlying EBIT thresholds (being a minimum of
80% of the target) are not met, no STI is payable under
either the Financial or Non-Financial measures.
For Brand participants, the Group and Brand components
of the Financial measure operate independently. If
the Brand EBIT target is achieved but the Group
target is not, the Brand component of STI will be
funded, while the Group component will not.
The Board considers underlying EBIT an appropriate
measure as it reflects the profitability and
operational performance of the Group. Strategic
objectives are selected annually to support delivery
of key transformation and growth initiatives.
For FY26:
• the Group CEO had a target STI opportunity of 60% and
maximum of 90% of fixed remuneration; and
• other executives had opportunities ranging from 30% to
75% depending on role.
FY26 STI structure
KMD Brands Group participants (including Group CEO):
MeasureTarget Weighting
Financial (Underlying
Group EBIT)
NZD $19.152m60%
Non-Financial (Individual
Transformation KPIs)
40%
Brand participants:
MeasureTarget Weighting
Financial*
(Underlying
Group EBIT)
NZD $19.152m18%
Financial*
(Underlying
Brand EBIT)
Rip Curl
AUD $25.034m
Kathmandu
NZD $6.303m
Oboz
USD $(1.351m)
42%
Non-Financial
(Individual
Transformation KPIs)
40%
* The Group/Brand split of financial metrics for Brand participants is weighted to
30% based on Group outcomes and 70% on Brand outcomes.
FY26 STI outcomes
STI outcomes were determined based on performance
against Group financial measures (including earnings
performance) and individual strategic objectives
linked to the Next Level Transformation program.
For Oboz Brand participants, 110% of the Brand financial
performance target was achieved for FY26, resulting
in that financial component of the STI being funded at
100% of the maximum opportunity. Final STI outcomes for
individual participants are determined based on individual
performance against their individual transformation KPIs.
For Rip Curl Brand participants, Kathmandu
Brand participants, and KMD Brands Group
participants, the underlying EBIT thresholds were
not achieved and, accordingly, no STI was payable
under either of the Financial or Non-Financial
performance components of the FY26 STI plan.
Long Term Incentive (LTI)
How the LTI operates
The LTI plan aligns executive remuneration with long-
term shareholder value through the grant of performance
share rights (“PSRs”), subject to multi-year performance
conditions. Participants and award entitlements are
subject to the discretion of the Board each year.
LTI awards are assessed over a three-year performance
period and are based on two key measures, which
operate independently:
• 50% based on Earnings Per Share (“EPS”) Compound
Annual Growth Rate (“CAGR”), reflecting financial
performance with vesting commencing at 50% for
performance of 5% CAGR and increasing on a straight-
line basis to 100% at 15% CAGR, with no vesting below
the threshold; and
• 50% based on relative total shareholder return
(“TSR”), measured against a peer group of ASX-listed
consumer discretionary sector companies
1
with 100%
vesting achieved at or above the 75th percentile
relative to the peer group, and proportionate straight-
line vesting from 50% at the 50th percentile to full
vesting at the 75th percentile (no vesting below the
50th percentile).
Vesting occurs progressively, on a sliding scale, based
on performance against these measures over the
performance period.
Other key terms
The Company’s TSR must be positive for vesting of the
TSR portion to occur.
Performance is measured at the end of the applicable
three-year performance period with no ability to re-test.
PSRs are granted at nil cost and typically lapse if
employment ceases prior to the end of the performance
period, subject to limited exceptions, including
redundancy, death or total and permanent disability,
or any other reason as determined by the Board.
For FY26, the grant value was determined by dividing
the target LTI opportunity by the volume-weighted
average share price for the Company’s shares as traded
on the NZX/ASX (as applicable) in the 30 business days
prior to the Company’s Annual Shareholders’ Meeting.
Each PSR entitles the holder to acquire (at no cost)
one fully paid ordinary share in the Company if vesting
conditions are met. No distribution rights accrue or are
paid in respect of PSRs.
For FY26, there were 41 participants in KMD's LTI plan,
including 26 Executive participants across the Group
and Brands.
For FY26, participant entitlements were reduced in order
to comply with NZX Listing Rule 4.6, with Executive
participation, other than the Group CEO, ranging from
20% to 40% of fixed remuneration depending on role.
As explained further in the LTI award adjustments
section below, at the time of making the FY26 grant, the
Group CEO's FY26 opportunity was limited to 124.5% of
his fixed remuneration. The Group CEO’s contractual
LTI opportunity is 150% of fixed remuneration (FY25
entitlement: 150%). The shortfall has subsequently been
remedied as discussed further below.
Participants in the LTI are prohibited from entering into
transactions to hedge or otherwise limit the economic
risk of participation.
LTI award adjustments
Following the equity raising and subsequent share
consolidation completed during FY26, the Board reviewed
the operation of the performance conditions applying
to unvested LTI awards. The Board determined that
adjustments to the EPS performance hurdles were
appropriate to neutralise the impact of the changes
to the Company's capital structure, preserve the
1. Comparator group of Australian Stock Exchange (“ASX”) listed companies in
the Consumer Discretionary, Distribution & Retail GICS Sector (excluding
Wesfarmers, companies belonging to the Automotive Retail GICS Sub-
Industry and Thorn Group Limited) as at the date of the grant.
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
100 KMD Brands Annual Report 2026
101
original design intent of the awards, align executive and
shareholder outcomes, and ensure the performance
conditions remained appropriately challenging.
The Board also approved a reduction to the number of
Performance Rights on issue for participants holding
unvested LTI awards. These adjustments reflected the
effects of the equity raising and share consolidation
and were intended to maintain the economic and
proportionate value of the awards following these
capital restructuring events, to align participant
interests with driving long-term value creation for
shareholders. All Performance Rights remain subject to
their performance conditions and represent opportunity
to earn rather than any guaranteed outcome.
For all participants other than the Group CEO in respect
of the FY26 grant, Performance Rights were adjusted
to reflect the equity raising and share consolidation by
applying an adjustment factor of 0.06784. For the Group
CEO's FY26 grant, a different adjustment factor of 0.081734
was applied to address both the impact of the capital
restructuring and a shortfall in the original grant relative
to his contractual LTI entitlement. At the time of making
the FY26 grant, the Group CEO’s FY26 opportunity was
limited to 124.5% of his fixed remuneration, rather than
his contractual 150% opportunity, in order to comply
with relevant Listing Rule limits. This created a shortfall
in the original grant, which has been remedied through
the application of the differential adjustment factor.
FY26 LTI outcomes
No LTI awards vested during FY26, with all awards for Plan
year FY23 (performance period 1 August 2022 to 31 July
2025) lapsed.
LTI awards for Plan year FY24 (performance period 1
August 2023 to 31 July 2026) are not expected to vest and
will lapse.
Current LTI grants remain subject to performance conditions
and are tracking around or above threshold performance
levels over their respective performance periods.
Group CEO Remuneration (AUD)
Financial YearFixed RemunerationShort Term Incentive (STI)Long Term incentive (LTI)Other bonusTo t a l E a r n e d
Base Salary
Other Taxable Benefits
2
STI Earned
3
STI Earned as a % of
maximum AwardNumber of Shares Vested
% of Maximum Awarded for the
relevant performance period
Market value at
Vesting Date
FY261,155,068
5
48,2630
5
0---1,203,331
FY25377,618
4
25,021399,938
5
100---600,000
6
1,402,576
Group CEO LTI summary as at 31 July 2026
PSR Award DatePerformance
Period
Balance of PSRs
at 31 July 2025
Awarded during the
reporting period
PSRs lapsed during
the reporting period
Shares Vested during
the reporting period
Shares issued/transferred during
the reporting period
Balance of PSRs
at 31 July 2026
Balance of PSRs
following adjustment
PSRs Awarded
Value at grant
date ($ AUD)Shares Vested
Market Price at
Vesting DateVesting Date
Shares issued
/ transferred
Market Price at issue
/ transfer date
Issue /
transfer date
18 December 20251 August 2025
to 31 July 2028
-5,674,6531,777,602
7
--To be determined
at vesting
30 September 2028-To be determined
at vesting
N/A5,674,653463,812
8
7 April 20251 August 2024
to 31 July 2027
3,836,7821,777,500
5
--To be determined
at vesting
30 September 2027-To be determined
at vesting
N/A3,836,782260,287
9
Group CEO Remuneration
Remuneration structure
For the Group CEO, a substantial portion of total
remuneration is performance based and weighted towards
long-term equity-based incentives. For the Group CEO,
70% of maximum remuneration opportunity is “at risk”, with
the pay mix of 30:26:44 (FAR:STI:LTI) The STI represents
26% of maximum total remuneration, with a greater
weighting to long-term equity-based incentives at 44% of
maximum total remuneration. For FY26, the Group CEO’s
non-financial STI KPIs included:
1. ‘Lead a 'step change’ in the development and
execution of a group and brand turnaround strategy.
2. Create efficiency through technology enabled process
and decision intelligence capabilities.
3. Deliver team transformation with new capability and
a results orientated culture.
4. Build strong investor engagement through improved
market communication.
The Group CEO, Brent Scrimshaw, has a permanent
employment agreement with the Company. The agreement
includes a notice period of six months.
FY26 outcomes
For FY26, the Group CEO’s remuneration outcomes
reflected Company performance and challenging trading
conditions during the year:
• While significant progress was made on the
transformation KPIs, the underlying EBIT performance
threshold was not met and therefore no STI award
was made under either the financial or non-financial
metrics; and
• LTI awards granted during the year, and in respect of
FY25, remain subject to future performance conditions.
As a result, realised remuneration was materially below
maximum opportunity.
Given that the Group CEO only commenced in his role in
FY25, he did not have any PSRs due to vest during the
reporting period.
The Group CEO remuneration for the role in each financial
year since taking up the position on 24 March 2025 is set
out in the table below:
2. Other taxable benefits include superannuation and the grossed up value of the Group CEO’s clothing allowance.
3. Target STI opportunity is 60% of FY26 Fixed Annual Remuneration (base salary plus superannuation), with maximum opportunity of 90%.
4. FY25 salary for Brent Scrimshaw pro-rated for four months of employment.
5. Brent Scrimshaw’s pro-rated STI payment for FY25 was Earned in FY25 but paid in FY26 (September 2025) after the FY25 balance date. As part of the terms of his
employment package, this STI payment was guaranteed for FY25 and pro-rated for four months of employment.
6. For FY25, Brent Scrimshaw received a sign-on bonus of A$600,000 as part of his employment contract, of which A$250k was used to purchase shares in the Company.
7. Calculated on the average volume weighted price for the Shares as traded on the ASX in the 30 business days prior to the Annual Shareholders’ Meeting, being $0.26 AUD.
8. FY26 LTI award adjusted by a factor of 0.081734 for the impacts of equity raise and share consolidation during the reporting period, and to address a shortfall in the
original grant relative to the contractual LTI entitlement, which arose due to the application of NZX Listing Rule 4.6.1 limits at the time of grant. At the time of the
making the FY26 grant, the Group CEO was issued 5,674,653 Performance Rights with a market price of AUD 1,475,410, representing an opportunity of 124.5% of FAR.
Following application of the adjustment factor, the FY26 award represents an entitlement of 150% of the Group CEO’s fixed remuneration..
9. Initial PSR award for FY25 of 3,836,782 performance rights adjusted by a factor of 0.06784 for the impacts of equity raise and share consolidation during the
reporting period.
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
102 KMD Brands Annual Report 2026
103
Pay for performance history
0
$1m
$10m
$0m
$30m
$40m
$50m
$70m
$80m
$90m
$100m
$120m
$2m
$3m
$4m
$5m
$AUD
Underlying EBITDA ($m NZD)
FY2022FY2023FY2024FY2025FY2026
$20m
$60m
$110m
$4.08m
$4.06m
$3.27m
$2.60m
$2.37m
92.0
105.9
50.0
42.0
17.7
$1.21m
$1.81m*
$1.27m
$1.04m
$1.36m
Group CEO maximum potential remuneration package ($AUD)
Group CEO Total realised remuneration ($AUD)
Underlying EBITDA ($m NZD)
Workforce Remuneration and Equity
Group CEO/worker ratio
As at the balance date, the annual total compensation ratio
for the Group CEO, as the highest paid individual in the
Group, to the median annual total compensation of the rest
of the Group’s employees is 29:1. For FY25, this ratio was
NZD 32:1.
For the purposes of this calculation, full-time equivalent
rates have been used for each part-time employee. The
types of compensation included in the calculation are
base salary, superannuation contribution, bonuses and
cash allowances.
Gender pay gap
The Company monitors pay equity across its global
workforce and undertakes periodic reviews to identify
and address pay differentials.
As at 31 July 2026, the Group had a total of 3054 female
employees, 1659 male employees, and 39 employees with
undisclosed gender.
In FY26, we completed an equal pay analysis across our
support office roles as part of our remuneration setting
processes, reviewing instances where two or more employees
within a brand and region share a job title. Any differences in
pay were flagged and assessed on an individual basis.
The Group is focused on a number of activities to reduce
the gender pay gap for the longer term, including its
parental leave policy which was introduced in FY24 to
better support working parents to take meaningful time
off to be with their child, stay connected during leave if
they wish and return to work more smoothly; enabling
continued career progression and income earning potential.
Given the global nature of our business, gender pay gap
analysis across our multiple operating locations needs
to account for regional variations in currency and cost of
living. We continue to consider what level of meaningful
disclosure we can make about gender pay gap information
within our global Group. For more information in relation to
gender pay gap for our Australian workforce, please refer
to our 2025 Australian Workplace Gender Equality Agency
(WGEA) report at www.kmdbrands.com/communities.
Remuneration bands
The following table notes the number of employees or former employees of the issuer, not being directors of the
issuer, who, during the reporting period, received remuneration and any other benefits in their capacity as employees,
the value of which was or exceeded NZD$100,000 per annum, in brackets of NZD$10,000. The value of remuneration
benefits analysed includes:
• Fixed remuneration
• Employer superannuation contributions
• Short-term cash incentives
• Redundancy and other payments made on termination of employment.
The figures do not include amounts paid after 31 July 2026 that relate to the year ended 31 July 2026.
Remuneration (NZD $)Number of Employees
$100,000–$110,00090
$110,000–$120,00068
$120,000–$130,00040
$130,000–$140,00035
$140,000–$150,00034
$150,000–$160,00023
$160,000–$170,00017
$170,000–$180,00019
$180,000–$190,00013
$190,000–$200,0008
$200,000–$210,00014
$210,000–$220,00015
$220,000–$230,0006
$230,000–$240,0006
$240,000–$250,0002
$250,000–$260,0003
$260,000–$270,0005
$270,000–$280,0004
$280,000–$290,0007
$290,000–$300,0004
$300,000–$310,0006
$310,000–$320,0007
$330,000–$340,0004
Remuneration (NZD $)Number of Employees
$340,000–$350,0001
$350,000–$360,0003
$360,000–$370,0001
$370,000–$380,0003
$380,000–$390,0002
$400,000–$410,0002
$410,000–$420,0002
$430,000–$440,0002
$450,000–$460,0001
$480,000–$490,0001
$550,000–$560,0002
$590,000–$600,0002
$620,000–$630,0001
$630,000–$640,0001
$640,000–$650,0001
$650,000–$660,0001
$670,000–$680,0001
$700,000–$710,0001
$820,000–$830,0001
$980,000–$990,0001
$990,000–$1,000,0001
$1,810,000–$1,820,0001
* During FY25, the Group CEO role transitioned from Michael Daly to Brent Scrimshaw. To facilitate year-on-year comparison, Brent Scrimshaw’s total remuneration as
Group CEO and Managing Director has been annualised to reflect the remuneration that would have been payable had he held the role for the full 12-month period.
Also included is the total value of his once-off sign-on bonus.
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
104 KMD Brands Annual Report 2026
105
Director Remuneration
Non-executive Directors are remunerated through fixed fees within an aggregate pool approved by shareholders. When
determining the fees for non-executive Directors, the Board considers setting non-executive Directors’ remuneration
that enables the Company to attract and retain high quality Directors with the relevant experience. The levels at which
fees are set reflect the time commitment and responsibilities of the roles of non-executive Directors. In order to maintain
independence and impartiality, non-executive Directors do not receive performance-based remuneration. Additional fees are
paid to Board and Committee Chair roles, however no additional fees are paid for attendance at Board Committee meetings.
The Board reviews Director fees periodically by engaging external remuneration consultants to benchmark NED fees at
least every three years, complemented by internal desktop benchmarking based on publicly available data between reviews,
to ensure alignment with market practice and responsibilities.
The current approved pool of remuneration available for payment to non-executive Directors is AUD $1,250,000 in
aggregate. This was approved by shareholders at the Annual Shareholders’ Meeting on 16 November 2022. In the year
ended 31 July 2026, total fees paid to non-executive Directors amounted to AUD $824,475. The Board has resolved that
the fee allocation below will remain unchanged for FY27, representing the fourth consecutive year in which non-executive
Director fees have been held at the same level.
Details of the total remuneration and value of other benefits received by each Director from the Company during the
reporting period is set out in the tables below.
For FY26, the Board has determined the following allocation from the current fee pool:
Governance BodyPositionFees (per annum) (AUD)
BoardChair$252,244
Director$136,328
Audit and Risk CommitteeChair$31,000
MemberN/A
People and Remuneration CommitteeChair$30,000
MemberN/A
FY26 Director remuneration outcomes
A breakdown of Board and Committee fees for the period ending 31 July 2026 are set out in the table below:
Director
Board Fee
(AUD)
Fee for Audit &
Risk Committee
(AUD)
Fee for People
and Remuneration
Committee
(AUD)
Total Fees
(AUD)
David Kirk$211,905$$$211,905
Philip Bowman$165,307$$$165,307
Andrea Martens$136,328$$30,000$166,328
Abby Foote$136,328$31,000$$167, 328
Zion Armstrong$102,246$$$102,246
John Strowger$11,361$$$11,361
Total$763,475$31,00030,000$824,475
Principle 6 – Risk Management
The identification and proper management of the
Group’s material risks is an important priority of the
Board. The Company has a central risk management
framework in place to identify, oversee, manage and
control risks. The KMD Brands risk framework supports
risk identification to reduce potential negative impacts
and improve the likelihood of beneficial outcomes, while
providing a standard to drive consistency and, in turn,
confidence that risk is being managed consistently.
The KMD Brands risk framework sets out the guiding
principles, roles and responsibilities, the risk assessment
process and reporting requirements. The KMD Brands
risk framework aligns with the ISO 31000:2018 Risk
Management Guidelines. The Board regularly reviews
the KMD Brands risk framework and the assessments
of how the material risks are impacting its business. The
Board recognises that some element of risk is inherently
necessary in order to achieve the strategic aims for the
Group’s businesses and deliver value to shareholders.
Risk Management Policy
The purpose of the Company’s Risk Management
Policy is to highlight the risks relevant to the Group’s
operations, and the Company’s commitment to designing
and implementing systems and methods appropriate to
minimise and control its risks.
The Audit and Risk Committee assists the Board
in discharging its responsibility for monitoring risk
management. The Committee is responsible for
establishing procedures which seek to provide assurance
that major business risks are identified, consistently
assessed, and appropriately addressed in line with
the Group’s risk appetite and defined tolerances.
This Committee oversees the implementation of the
risk management framework, monitors its ongoing
effectiveness, and regularly reports to the Board.
The Company has identified the following strategic
enterprise risks that could affect results and performance:
Principal risksDescription and potential impactManagement approach
Macroeconomic and
Consumer Demand
KMD operates in discretionary consumer
markets and is exposed to changes in
economic conditions, inflation, interest rates,
foreign exchange movements, geopolitical
events and consumer confidence. A
sustained reduction in consumer spending
or increased operating costs could adversely
affect sales, profitability and cash flow.
Diversified portfolio of brands, geographies,
channels and price points; regular
review of market conditions; disciplined
cost management; focus on product
innovation and customer experience.
Supply Chain
and Sourcing
Disruption to global supply chains,
geopolitical events, trade restrictions,
freight availability, supplier capacity
constraints or increases in raw material
costs may affect product availability,
lead times and gross margins.
Diversified supplier base and sourcing locations;
strategic supplier relationships; demand and
inventory planning processes; active monitoring
of geopolitical and trade developments.
Product, Brand and
Customer Relevance
Failure to anticipate consumer trends,
maintain brand relevance, innovate
successfully or execute effective
marketing and product strategies may
result in reduced demand, market share
loss and weakened brand equity.
Long-term brand strategies; investment in
product development and innovation; consumer
and market research; marketing effectiveness
monitoring and portfolio management.
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
106 KMD Brands Annual Report 2026
107
Principal risksDescription and potential impactManagement approach
Technology, Cyber
Security and Data
Technology failures, cyber security
incidents, data breaches or ineffective
use of information may disrupt operations,
impact decision-making, compromise
customer or employee information and
damage the Group’s reputation.
Cyber security framework, security monitoring
and testing, employee training, disaster recovery
and business continuity planning, ongoing
enhancement of data and reporting capabilities.
Inventory and
Operational
Execution
Inaccurate forecasting, ineffective inventory
management or poor execution of key
initiatives may lead to excess inventory,
lost sales opportunities, margin pressure
and lower returns on investment.
Formal planning and governance
processes, sales and operations planning,
inventory controls, project governance
and regular performance monitoring.
People and
Capability
The Group's success depends on attracting,
retaining and developing talented employees
and leaders. Loss of key personnel,
capability gaps or ineffective succession
planning may affect performance and
execution of the Group's strategy.
Succession planning, leadership
development, employee engagement
initiatives, talent development programmes
and knowledge-sharing processes.
Strategic Delivery
and Transformation
Failure to effectively develop and execute
strategy, including transformation initiatives,
may limit the Group's ability to achieve
its objectives, realise expected benefits
and create long-term shareholder value.
Board oversight of strategy, structured
planning processes, defined strategic
priorities, performance monitoring and
governance of major initiatives.
Retail Footprint
and Distribution
An inappropriate retail network, changing
consumer shopping behaviours,
lease commitments or ineffective
channel strategies may adversely
affect profitability and growth.
Regular review of store performance,
disciplined capital allocation, portfolio
optimisation and continued development
of digital and wholesale channels.
Regulatory,
Compliance and
Reputation
Failure to comply with laws, regulations
and stakeholder expectations, or
events that adversely affect KMD's
reputation, could result in legal, financial
and reputational consequences.
Code of Ethics, governance policies,
risk management framework,
compliance programmes, internal
controls and Board oversight.
Funding, Capital
Markets and
Shareholder Support
Failure to maintain sufficient funding
capacity, comply with debt facility
requirements or retain shareholder
confidence could adversely impact
liquidity, strategic flexibility and
business performance. A sustained
depressed share price may also increase
the risk of shareholder activism or
unsolicited takeover activity.
Ongoing monitoring of liquidity and
covenant headroom, proactive lender
and investor engagement, regular capital
planning and forecasting, disciplined capital
allocation and Board oversight of funding,
execution of strategy and performance
initiatives designed to restore growth,
profitability and shareholder value.
Health, Safety and Wellbeing
The Company is dedicated to cultivating a strong safety culture and awareness of health and safety risks,
performance and management within the Group. The Company has adopted an integrated approach to safety and
wellbeing across the Group, which recognises that workplace safety, health and mental health all contribute to an
employee’s overall wellbeing.
The Group's principal health and safety risks include occupational violence and aggression in retail stores and manual
handling activities across its operations. These risks are managed through an integrated health and safety framework
that includes training, induction, incident reporting and investigation, targeted risk reduction initiatives and ongoing
education to reinforce safe behaviours. The Board receives regular reporting on these risks, associated controls and
health and safety performance indicators as part of its oversight responsibilities.
As a lag indicator of health and safety risks, performance and management, the following metrics are included in
Board reporting:
MetricDescriptionTarget FY26 performance
Actual
Group
TRIFR
Total Recordable Injury Frequency
Rate (Rolling 12 months)
<9.5 (Retail)
<15.7 (Distribution centre/manufacturing)
6.29
1.32
Principle 7 – Auditors
The Audit and Risk Committee is responsible for
making recommendations to the Board about the
appointment or replacement of, and for monitoring
the effectiveness and independence of, the Group’s
external auditor. The Audit and Risk Committee
Charter requires that the external auditor or lead audit
partner be changed at least every five years. The
Audit and Risk Committee reviews and assesses the
independence of the external auditor on an annual basis.
The Company’s external auditor is KPMG, appointed
in December 2021. The audit partner responsible
has continued from that date, and will step down as
audit partner after the current reporting period.
During the reporting period, the Company has
continued with limited internal audit function due to
resource constraints. The Company considers that it
has sufficient systems for evaluating and continually
improving the effectiveness of its risk management
and internal processes. This includes through the
external advisors it currently engages, as well as
other internal established processes, including the
verification process required to achieve B Corp
certification and cyber security testing frameworks.
The Company’s external auditor attends the annual
meetings of the Company and is available to answer
any questions from investors relevant to the audit.
Principle 8 – Shareholder Rights
and Relations
The Company is committed to keeping its stakeholders
and owners effectively and comprehensively informed
of all relevant information affecting the Group in
accordance with all applicable laws and the Company’s
communication strategy.
Information is communicated to investors through
the lodgement of all relevant financial and other
information with NZX and ASX, publishing information
on the Company’s Investor Website, annual shareholder
meetings, annual and interim reporting, analyst and
investor briefings and roadshows.
Investor Website
The Company’s Investor Website (www.kmdbrands.
com) contains all key communications concerning the
Company and information about its brands: Kathmandu,
Rip Curl and Oboz. Shareholders can also view
profiles of the Company’s Board and Group executive
management team on the Investor Website, along
with its key governance policies, the Charters of the
Board Committees, copies of current and past annual
reports and webcasts of annual shareholder meetings.
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
108 KMD Brands Annual Report 2026
109
All relevant announcements made to the market are
shown on the Company’s Investor Website as soon as
they have been released to NZX and ASX and can also
be accessed through the Company’s Investor Website.
Investors can subscribe through the Investor Website to
receive an email alert when a new announcement is lodged.
Communication
The Board encourages investors to communicate
with the Company electronically. Investors can contact
the Company through the Investor Website at www.
kmdbrands.com/contact. Investors have the option of
receiving their communications, which includes the Annual
Integrated Report, from the Company electronically.
The Company actively engages with its investors through
annual shareholder meetings, its investor briefings and
roadshows, and meeting with stakeholders on request.
Approach to Seeking Additional
Equity Capital
The Board acknowledges Recommendation 8.4 of the
NZX Code which suggests that where the Company
requires additional equity capital, where practical, the
Board should favour capital raising methods that provide
existing equity security holders with an opportunity to
participate in the offer on a pro-rata basis, and on no
less favourable terms, before further equity securities
are offered to other investors. The Board considers
it complied with Recommendation 8.4 for the equity
capital raising undertaken during the reporting period.
The Company raised capital via a 1 for 0.73 pro-rata
accelerated renounceable entitlement offer (“AREO”)
and institutional placement in April 2026. The Company
chose to utilise a placement and AREO structure to
raise equity after carefully considering alternative equity
raising structures, taking expert investment banking
advice and weighing the benefits of this structure
against the expected impact on non-participating
shareholders. All shares issued under the placement
and the AREO were issued at the same price, with the
placement conducted on no more favourable terms than
the AREO. The Board determined that for that particular
equity capital raising, a placement and AREO structure
achieved the best outcome for all shareholders and was
in the best interests of the Company having regard to:
• the need for certainty in the execution of the equity
capital raising;
• eligible retail shareholders who took up all of their
entitlement in the AREO being able to offset any dilution
to their shareholding arising from the placement by
applying for additional shares under the retail bookbuild
for the AREO at the clearing price; and
• the placement introduced new investors to the
Company who were expected to be supportive long
term holders.
Meetings and Voting
Where voting by shareholders on a matter concerning
the Company is required, the Board encourages
investors to attend the annual shareholders’ meeting
or to send in a proxy vote. All voting at the Company’s
annual shareholder meeting is conducted by way
of poll on the basis of one share, one vote.
In 2019, the Company began using a virtual meeting
platform for its shareholder meetings to allow
participation where a shareholder is unable to attend
in person. The Company’s notice of meeting will be
available at least 20 working days prior to the meeting
at www.kmdbrands.com/announcements.
Company information
Disclosure of interests
General notices
In accordance with section 140(2) of the Companies Act 1993, the Directors named below have made a general
disclosure of interest, by a general notice disclosed to the Board and entered in the Company’s interests register, during
the reporting period.
Abigail Foote
Freightways Group LimitedDirector
Andrea Martens
Australian Data Driven Marketing Association (ADMA)***CEO
HYG Holdco Pty Limited***Director
Kennards Hire Pty LimitedDirector
Ascentia Advisory Pty Limited**Director
Ascentia Holdings Pty Limited**Director
David Kirk*
Forsyth Barr Group Limited and Forsyth Barr LimitedChairperson / Director
Bailador Investment Management Pty LimitedManaging Partner
Bailador Technology Investments Limited (including investee companies)Chairperson
New Zealand Performance Horses LimitedDirector
Kiwi Harvest LimitedChairperson
New Zealand Food Rescue TrustDirector
New Zealand Rugby Union IncorporatedChairperson
New Zealand Rugby CommercialDirector
John Strowger**
Skellerup Holdings LimitedChairperson
Sanford LimitedDirector
Qestral Corporation LimitedDirector
Caspex Corporation LimitedDirector
Chapman TrippConsultant
Philip Bowman
Sky Network Television Limited Chairperson
Tegel Group Holdings LimitedChairperson
Ferrovial NVDirector
Vinula Pty LtdDirector
Vinula Superfund Pty LtdDirector
Tom Tom Holdings IncDirector
Zion Armstrong*
Cosmostar LimitedDirector
Kavier Trust LimitedDirector
Kavier Capital LimitedDirector
Jamie Kay Group Holding Limited (including subsidiary companies)Director and CEO
* Ceased to hold office during the period from 1 August 2025 to 31 July 2026
** Commenced to hold office during the period from 1 August 2025 to 31 July 2026
*** Entries removed by notices given by the directors during period from 1 August 2025 to 31 July 2026
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
110 KMD Brands Annual Report 2026
111
Directors’ shareholdings
Directors held interests in the following ordinary shares of the Company as at 31 July 2026:
* Ceased to hold office as a Director during the period from 1 August 2025 to 31 July 2026
** Updated for share consolidation effective 2 July 2026
Director/senior
managerNature of interest
Number held
at 31 July 2025AcquiredDisposed
Number held
pre-share
consolidation
Total held
at 31 July
2026**
David Kirk*Beneficial owner1,000,000821,918-1,821,918588,079
Registered holder
and beneficial owner
300,00015,616,348-15,916,348121,451
17,73 8 , 266709,530
Philip BowmanBeneficial owner1,950,00015,869,726-17,819,726712,789
Registered holder
and beneficial owner
300,000--300,00012,000
18,119,726724,789
Abigail FooteRegistered holder
and beneficial owner
230,0001,241,191-1,471,19158,848
Zion Armstrong*Registered holder
and beneficial owner
42,330575,994618,32424,733
Brentley
Scrimshaw
Beneficial owner838,9191,282,245-2,121,16584,847
Andrea MartensRegistered holder
and beneficial owner
25,000131,857-156,8576, 274
John Strowger------
Subsidiary company details
Section 211(2) of the Companies Act 1993 requires the Company to disclose, in relation to its subsidiaries, the total
remuneration and value of other benefits received by Directors and former Directors.
No subsidiary has Directors who are not full-time employees of the Group.
The remuneration and other benefits of such employees (received as employees) totalling NZD$100,000 or more
during the year ended 31 July 2026, is included in the relevant bandings for remuneration disclosed on page 105.
No employee of the Group appointed as a Director of KMD Brands Limited, or its subsidiaries receives or retains any
remuneration or other benefits in their capacity as a Director.
The persons who held office as Directors (or the legal equivalent in various jurisdictions) of subsidiary companies at 31
July 2026, and those who ceased to hold office during the year ended 31 July 2026, are as follows:
Company Director / Office Holder
KMD Brands
Investments Limited
KMD Brands Managed
Services (NZ) Limited
KMD Brands Finance
(NZ) Limited
RC Surf NZ Limited
Benjamin Washington*,
Frances Blundell
KMD Brands Managed
Services (AU) Pty Limited
KMD Brands Finance
(AU) Pty Limited
Lachlan Farran*,
Benjamin Washington*,
Carla Webb-Sear**
Kathmandu Group Limited
Kathmandu Limited
Benjamin Washington*,
Megan Welch
Kathmandu (U.K) LimitedBenjamin Washington*,
Mathieu Lefin, Carla
Webb-Sear**
Kathmandu Pty LtdLachlan Farran*, Megan
Welch, Carla Webb-Sear**
Barrel Wave Holdings Pty LtdLachlan Farran*, Brent
Scrimshaw, Carla
Webb-Sear**
Kathmandu US Holdings LLCBen Washington*,
Brent Scrimshaw,
Carla Webb-Sear**
Oboz Footwear LLCAmy Beck, Ben Washington*,
Carla Webb-Sear**
Rip Curl, IncChrista Prince*, Amy
Beck, Nick Russell**
Company Director / Office Holder
Rip Curl Canada IncNick Russell, Amy Beck
Rip Curl International Pty Ltd
Rip Curl Proprietary Limited
Rip Curl Finance Pty Ltd
Rip Curl Group Pty Ltd
Curl Retail No 1 Pty Ltd
Ozmosis Pty Ltd
Lachlan Farran, Ashley Reade
Rip Curl Brazil LTDACarla Trindade
Rip Curl Japan Co LtdMichael Ray
Onsmooth Thai Co LtdDuncan Stewart,
Ashley Reade
PT JarositeJames Hendy, Lachlan
Farran, Ashley Reade
Rip Curl Europe S.A.S
Rip Curl Spain SA Unipersonal
Rip Curl UK Ltd
Rip Surf Artigos De
Desporto Unipessoal LDA
KMD Brands Germany GmbH
KMD Brands Italy SRL
Mathieu Lefin
Rip Curl Suisse S.A.R.LMathieu Lefin, Julien Haueter
Rip Curl Nordic ABMathieu Lefin, Alois Bersan
50% subsidiary interests:
Rip Curl (Thailand) Co. LtdSermchai Putamadilok,
Patranist Putmadilok, Lachlan
Farran*, Ashley Reade
* Ceased to hold office during the period ending 31 July 2026
** Commenced holding office during the period ending 31 July 2026
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
112 KMD Brands Annual Report 2026
113
* FirstCape Group Limited's relevant interests include interests held by its subsidiary Harbour Asset Management Limited under investment management and
trustee arrangements.
Subsidiaries’ interests registers
During the year ending 31 July 2026, in relation to KMD’s subsidiaries, the following notices were made in the Interests
Register pursuant to section 140 of the Companies Act 1993.
Director / office holderCompany / entityNature of interest
Megan WelchFashion & Textiles New ZealandBoard member
Frances BlundellClothing Stewardship Australia LimitedDirector
Directors’ and officers’ insurance and indemnity
The Group has arranged, as provided for under the Company’s Constitution, policies of Directors’ and Officers’ Liability
Insurance which, with a Deed of Indemnity entered into with all Directors, provides that generally Directors will incur
no monetary loss as a result of actions undertaken by them as Directors. Certain actions are specifically excluded, for
example, the incurring of penalties and fines which may be imposed in respect of breaches of the law.
KMD’s shares and shareholders
KMD Brands Limited’s shares are quoted on the NZX and the ASX and trade under the “KMD” ticker. The only class of
equity securities on issue is ordinary shares.
As at 31 July 2026, the Company had 71,976,827 ordinary shares on issue. During the reporting period, the Company
completed a 1 for 25 share consolidation.
Substantial product holders
The substantial product holders of ordinary shares (being the only class of quoted voting products) of the Company and
their relevant interests as at 31 July 2026, were as follows:
Ordinary Shares%
Allan Gray Group11,344,45515.76
New Zealand Superannuation Fund Nominees Limited7,180,1189.98
Accident Compensation Corporation6,733,2279.35
FirstCape Group Limited*5,738,8867. 97
Twenty largest shareholders at 31 July 2026
NameOrdinary Shares%
New Zealand Superannuation Fund Nominees Limited7,180,1189.98
Accident Compensation Corporation6,686,6699.29
Bnp Paribas Nominees NZ Limited Bpss406,220,5928.64
Citicorp Nominees Pty Limited5,537,4367.69
J P Morgan Nominees Australia Pty Limited4,194,8775.83
Kaymag Pty Ltd2 ,747, 8723.82
New Zealand Depository Nominee2,580,7903.59
HSBC Custody Nominees (Australia) Limited2,159,1853.00
Briscoe Group Limited1,920,2992.67
Seejay Securities Limited1,914,6562.66
Bnp Paribas Nominees Pty Ltd1,592,0622.21
Apex Custodian Nominees1 ,417, 3 491.97
Dosh Property Pty Ltd1,279,1131.78
HSBC Nominees (New Zealand) Limited 1,005,0891.40
Citibank Nominees (Nz) Ltd 1,002,6661.39
Forsyth Barr Custodians Limited 972,9241.35
Pt Booster Investments Nominees Limited941,7981.31
UBS Nominees Pty Ltd689,2190.96
Vinula Pty Ltd682,8710.95
Phuong Thi Ngoc Duong638,5460.89
Distribution of shareholders and holdings as at 31 July 2026
Number of Holders%Number of Ordinary Shares%
1 to 1,0006,90279.611,380,6091.92
1,001 to 5,0001,14913.252,687,5353.73
5,001 to 10,0002532.921, 807, 5922.51
10,001 to 50,0002913.366,158,7318.56
50,001 to 100,000360.422 , 587,13 33.59
100,001 and over390.4557,355,22779.59
Total8,67071,976,827
PERFORMANCE
STRATEGY
GROUP OVERVIEW
ADDITIONAL DISCLOSURES
FINANCIAL REPORT
114 KMD Brands Annual Report 2026
115
Other information
Donations
During the year ended 31 July 2026, the Group
has made total donations of NZD $259,378.
NZX class waivers relied on
During the year ended 31 July 2026, the Company did
not rely on any rulings or waivers granted by NZ RegCo.
NZX powers
NZX did not exercise any of its powers under NZX Listing
Rule 9.9.3 in relation to KMD during the year ended
31 July 2026.
Directory
The details of the Company’s principal administrative
and registered office in New Zealand is:
223 Tuam Street
Christchurch Central
PO Box 1234
Christchurch 8011
Share registry
KMD’s ordinary shares are quoted on the NZX Main
board and on the ASX and trade under the code
KMD. KMD’s International Security Identification
Number (ISIN) issued for the Company by the NZX is
NZKMDE0007S0 noting this changed on 2 July 2026.
In New Zealand: MUFG Corporate Markets (MUFG)
Physical Address: Level 30, PwC Tower
15 Customs Street West, Auckland 1010
New Zealand
Postal Address: PO Box 91976
Auckland 1142
New Zealand
Telephone: +64 9 375 5999
Investor enquiries: +64 9 375 5998
Facsimile: +64 9 375 5990
Internet address: www.mpms.mufg.com
In Australia: MUFG Corporate Markets (MUFG)
Physical Address: Level 1, 333 Collins Street
Melbourne, VIC 3000
Australia
Postal Address: Locked Bag A14
Sydney, South NSW 1235
Australia
Telephone: +61 2 8280 7111
Investor enquiries: +61 2 8280 7111
Facsimile: +61 2 9287 0303
Internet address: www.mpms.mufg.com
Incorporation
The Company is incorporated in New Zealand.
116 KMD Brands Annual Report 2026
KMDBrands.com
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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