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”).”
When was it filed?
22 September 2026
Where is the original?
NZX announcement
KMD Brands Limited/Announcement
KMD Brands Limited logo

FY26 Annual Results Announcement

Full Year Results22 September 2026KMDConsumer Discretionary

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.

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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.

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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.

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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).

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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


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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

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STRATEGY

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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

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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

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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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STRATEGY

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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.

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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

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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.

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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

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STRATEGY

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24 KMD Brands Annual Report 2026

27
GROUP

OVERVIEW

26 KMD Brands Annual Report 2026

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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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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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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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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

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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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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

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