The directors present their strategic report of the company and the group for the year ended 31 December 2025.
2025 was a more challenging trading period, placing pressure on overall performance. Turnover remained broadly flat at £21.4m (2024: £21.5m), although shifts in brand mix had a more noticeable effect on gross profit.
The business responded proactively, maintaining a clear focus on operational delivery and cost discipline. The organisation was restructured during the year to align operating costs with margins and ensure the current model remains fit for purpose.
Cost efficiencies were delivered across the Group, including a reduction in headcount and further consolidation of operational and overhead costs. Exceptional costs of £0.5m relating to this restructuring were recognised in the year; while these reduced net profit, they ensure the cost base is positioned to support future growth and strategic development.
Noughty
Noughty delivered 13% revenue growth to £5.3m (2024: £4.7m), supported by the launch of in‑house Amazon operations and the addition of Holland & Barrett as a new high‑street customer. Contribution improved by £0.6m, reflecting both volume growth and channel expansion.
Ted Baker
Demand for Ted Baker licensed products remained stable, with revenue of £13.3m (2024: £13.2m). Contribution also remained broadly consistent, with a small decrease of 5% driven mainly by increased Extended Producer Responsibility taxes.
Outlook and Acknowledgements
2025 was a year of transition, during which the business continued to develop its brands and strengthen its commercial foundations. We remain committed to creating purposeful, distinctive products for consumers and to working closely with our suppliers, retailers and distribution partners to support long‑term brand growth. We appreciate the ongoing collaboration of our partners and employees and look forward to building on these relationships as we move into the next phase of development.
The directors consider that the main business risks and uncertainties for the group are:
Reduced consumer spending within the retail sector due to ongoing economic conditions.
Global factors affecting supply chains, including geopolitical instability, shipping constraints and oil price volatility.
Uncertainty relating to Extended Producer Responsibility (EPR) obligations and associated future cost impacts.
The directors regularly review the risks facing the group and seek to exploit, avoid or mitigate those risks as appropriate.
The most relevant indicators for the business for 2025 are:
Turnover has held flat YoY
Gross Profit has decreased by 9% from 2024
Profit after Taxation has decreased by 121%, from £321k to (£66k), reflecting reduced gross profit and exceptional restructuring costs.
On behalf of the board
The directors present their report with the financial statements of the company and the group for the year ended 31 December 2025.
The results for the year are set out on page 8.
The total distribution of dividends for the year ended 31 December 2025 was £241,660 (2024: £181,246).
The directors have not proposed a final ordinary dividend in respect of the current or the prior financial year.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
At the balance sheet date, the directors consider that there is no significant interest rate risk for KMI Brands Limited. The Bank of England base rate has been held at 3.75% since 2025 and recent Monetary Policy Committee meeting minutes indicate they expect to hold the current rate. Should the economic climate change, the directors will consider whether hedging arrangements are required.
The company manages the net exposure to ensure it is kept to an acceptable level by reviewing the valuation of monetary assets and liabilities.
The directors consider that the company is exposed to minimal credit risk, given that its main customers are reputable blue-chip multiples. The Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit. At the balance sheet date the directors consider that there was no significant concentration of credit risk.
The directors consider that there is no material difference between the fair value of the company's financial assets and liabilities and their carrying value in the balance sheet.
The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
We have audited the financial statements of Knowledge & Merchandising Inc. Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company's loss for the year was £89,000 (2024: £2,000).
Knowledge & Merchandising Inc. Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 71 Kingsway, London, England, WC2B 6ST.
The group consists of Knowledge & Merchandising Inc. Ltd and all of its subsidiaries.
These financial statements were authorised for issue by the directors on 25 August 2026.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.
The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Knowledge & Merchandising Inc. Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.
Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.
If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods.
Sale of goods
Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.
Royalty revenue
Royalty revenue is recognised when the revenue where the royalty is due from has occurred.
Amortisation is charged to write off the cost of the intangible assets less their residual values over their estimated useful lives on a straight line basis. Trademarks and licences are written off over their useful economic life of 10 years.
If there are indicators of a significant movement in the useful life or residual value of the asset, amortisation is revised prospectively to reflect this.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets. The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The amount charged to the consolidated statement of comprehensive income represents the contributions payable to the scheme in respect of the accounting period.
The company issues equity settled share based payments to certain employees. Equity settled share based payments are measured at fair value at the date of grant and recognised as an employee expense with a corresponding increase to equity. The fair value determined at the grant date is expensed on a straight line basis over the vesting period, based on the company's estimate of the shares that will eventually vest.
Fair value is measured by use of an asset-based valuation methodology. This is considered the most appropriate methodology based on the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest and market conditions if applicable. Payments made to repurchase or cancel vested awards are accounted for with the fair value of the options cancelled, measured at the date of cancellation being taken to retained earnings; the balance is taken to the income statement. On cancellation an accelerated charge would be recognised immediately.
The proceeds received when vested options are exercised, net of any directly attributable transactions costs, are credited to share capital and share premium.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Each entity in the group determines its functional currency and items included in the financial statements of each entity are measured using that currency. The assets and liabilities of overseas subsidiaries are translated into the presentational currency at the rate of exchange ruling at the reporting date. All resulting exchange differences are recognised in other comprehensive income. Transactions in foreign currencies are recorded at rate of exchange prevailing on the date of the transaction. At each reporting end date, monetary assets and liabilities denominated in foreign currencies are retranslated at the rate prevailing on the reporting date. Gains and losses arising on translation are included in the profit and loss account for the period.
Discounting of trade debtor invoices
Trade debtors, which have been assigned under a discounting facility on a non-recourse basis, are shown under trade debtors as current assets. The company bears the significant risks and benefits from trade debtors assigned. Any discount facility advanced against such assets is shown separately under creditors: amounts falling due within one year.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Exceptional expenditure relates to restructuring costs to the group.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 1).
The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:
Factors that may affect future tax charges
At Autumn Budget 2024, the government annouced that it will introduce legislation in Finance Bill 2024-25 to set the charge for Corporation Tax as it does every year, to maintain the main rate at 25% and the small profits rate at 19% for the financial year beginning 1 April 2026.
Details of the company's subsidiaries at 31 December 2025 are as follows:
An impairment arising of £263,000 (2024: £191,000) due to slow-moving and obsolete stock was recognised in cost of sales during the year.
An impairment arising of £17,000 (2024: impairment reversal of £41,000) due to bad and doubtful debts was recognised in administrative expenses during the year.
The bank loan attracts interest at 3.45% plus the Bank of England Bank Rate per annum. The loan is repayable in equal instalments and final repayment is due 6 years from the date of initial drawdown.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund. Contributions amounting to £18,000 (2024: £15,000) were payable to the scheme and are included in creditors.
Exit share option scheme
Share options to purchase A Ordinary shares of the company are granted to key personnel. The options vest upon grant and the exercise price of each option is £0.10. The majority of options are exercisable only on a sale of the company or a public offering. The contractual life of the options is ten years. There are no cash settlement alternatives.
The expense recognised for share-based payments in respect of employee services received during the year to 31 December 2025 is £Nil (2024: £Nil). The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options during the year.
The options outstanding at 31 December 2025 had an exercise price of £0.10, and a remaining contractual life of 5 years.
Each ordinary share carries one vote, an equal right to dividends and capital (including on a winding up) and is not redeemable.
Share premium reserve
This reserve records the amount above the nominal value received for shares sold, less transaction costs.
Retained earnings
This reserve records all the current and prior year retained earnings.
Currency translation reserve
This reserve records the current and prior year currency retranslation on subsidiary reserves.
There are fixed and floating charges over the assets of the company and KMI Brands Limited, including all present and future freehold and leasehold property, book and other debts, chattels, goodwill and uncalled capital, both present and future, to secure the group's debt discounting arrangements.
The group did utilise the discounting arrangement at the year end and had a closing debtor of £230,000 (2024: £13,000).
At the year end there are bank loans totalling £341,000 (2024: £796,000). This loan is secured with a cross-party guarantee between the company, KMI Brands Limited and KMI Brands Inc. in favour of the lender.
The group has contractual obligations payable to certain third parties in respect to certain qualifying conditions. A portion of these amounts are payable under fixed terms estimated being approximately £200,000. The remaining balance is contingent on satisfaction of qualifying conditions not yet met at the reporting date, and therefore is impracticable to quantify on that basis. These amounts are contingent upon receipt of future inward payments in excess of the related amounts payable. The associated inflows and outflows are expected to take place over periods to 31 December 2029.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Subsequent to the year end, on 6 June 2026, the Group completed the disposal of the Noughty business to Komerz Ltd. The transaction represents a non-adjusting post balance sheet event as no sale agreement had been signed at 31 December 2025 and the disposal remained under consideration at the reporting date.
The remuneration of key management personnel is as follows.
The Knowledge & Merchandising Inc. Ltd group of companies has taken advantage of the exemption contained in FRS 102 section 33 and has therefore not disclosed transactions or balances with wholly owned subsidiaries of Knowledge & Merchandising Inc. Ltd.
There exists a personal guarantee from H J Dayal limited to £100,000 (2024: £100,000).
Excluded from directors’ remuneration and included within exceptional costs is an accrued amount of £179,688.